Deutsche Bank Aktiengesellschaft Sample Contracts

DEUTSCHE BANK CAPITAL FUNDING TRUST X TRUST PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT DEUTSCHE BANK AKTIENGESELLSCHAFT AS THE GUARANTOR
Deutsche Bank Aktiengesellschaft • November 13th, 2007 • State commercial banks • New York

This TRUST PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT (this “Trust Preferred Guarantee”), dated as of November 15, 2007 is executed and delivered by DEUTSCHE BANK AKTIENGESELLSCHAFT, a company organized under the laws of the Federal Republic of Germany, with its principal executive office in Frankfurt am Main, Germany (together with its successors, the “Guarantor”), and THE BANK OF NEW YORK, in its capacity as Trust Preferred Guarantee Trustee (as defined herein), for the benefit of the Holders (as defined herein) from time to time of the Trust Preferred Securities (as defined herein) of Deutsche Bank Capital Funding Trust X, a Delaware statutory trust together with its successors, the “Trust”).

AMENDED AND RESTATED TRUST AGREEMENT OF DEUTSCHE BANK CAPITAL FUNDING TRUST X
Trust Agreement • November 13th, 2007 • Deutsche Bank Aktiengesellschaft • State commercial banks • Delaware

AMENDED AND RESTATED TRUST AGREEMENT (the “Agreement”) dated and effective as of November 15, 2007, by the Trustees (as defined herein), the Sponsor (as defined herein), the Bank (as defined herein) and the Holders (as defined herein), from time to time, of undivided beneficial interests in the Trust Estate (as defined herein) of the Trust (as defined herein) to be issued pursuant to this Agreement;

DEUTSCHE BANK AKTIENGESELLSCHAFT WARRANTS
Distribution Agreement • July 31st, 2015 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

To the Agents listed on the signature page hereof, and each person that shall have become an Agent as provided in Section 2(d) hereof:

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF DEUTSCHE BANK CAPITAL FUNDING LLC X
Limited Liability Company Agreement • November 13th, 2007 • Deutsche Bank Aktiengesellschaft • State commercial banks

AMENDED AND RESTATED LIABILITY COMPANY AGREEMENT dated and effective as of November 15, 2007 by the Bank (as defined below) as initial Common Securityholder (as defined below) and as initial Class A Preferred Securityholder (as defined below), the Trust (as defined below), as initial Class B Preferred Securityholder (as defined below) and The Bank of New York as Manager Trustee.

DEUTSCHE BANK AKTIENGESELLSCHAFT Subordinated Tier 2 Notes DISTRIBUTION AGREEMENT
Distribution Agreement • August 3rd, 2021 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

To the Agents listed on the signature page hereof, and each person that shall have become an Agent as provided in Section 2(d) hereof:

DEUTSCHE BANK CAPITAL FUNDING LLC X CLASS B PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT DEUTSCHE BANK AKTIENGESELLSCHAFT AS THE GUARANTOR
Deutsche Bank Aktiengesellschaft • November 13th, 2007 • State commercial banks • New York

This CLASS B PREFERRED SECURITIES SUBORDINATED GUARANTEE AGREEMENT (this “Class B Preferred Guarantee”), dated as of November 15, 2007 is executed and delivered by DEUTSCHE BANK AKTIENGESELLSCHAFT, a company organized under the laws of the Federal Republic of Germany, with its principal executive office in Frankfurt am Main, Germany (together with its successors, the “Guarantor”), and THE BANK OF NEW YORK, in its capacity as Class B Preferred Guarantee Trustee (as defined herein), for the benefit of the Holders (as defined herein) from time to time of the Class B Preferred Securities (as defined herein) of Deutsche Bank Capital Funding LLC X, a Delaware limited liability company together with its successors, the “Company”).

Eighth Supplemental Subordinated Indenture Dated as of January 14, 2021
Deutsche Bank Aktiengesellschaft • March 3rd, 2021 • State commercial banks • New York

THIS EIGHTH SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of January 14, 2021 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), ACTING THROUGH ITS NEW YORK BRANCH, WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

DEUTSCHE BANK AG NEW YORK BRANCH PURCHASE AGREEMENT Fixed to Floating Reset Rate Subordinated Tier 2 Notes due 2032 January 11, 2021
Purchase Agreement • January 14th, 2021 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

DEUTSCHE BANK AG, a stock corporation organized under the laws of the Federal Republic of Germany (the “Bank”), acting through its New York Branch,

DEUTSCHE BANK AKTIENGESELLSCHAFT Global Notes, Series A
Terms Agreement • October 1st, 2009 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

The Notes will be issued as senior indebtedness of the Bank. The Notes will be issued pursuant to the provisions of an indenture, dated as of November 22, 2006, among the Bank, Law Debenture Trust Company of New York, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as issuing agent, paying agent and registrar (as it may be supplemented or amended from time to time, the “Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and in Term Sheets (as defined below).

DEUTSCHE BANK AKTIENGESELLSCHAFT, Issuer AND THE BANK OF NEW YORK MELLON, LONDON BRANCH, Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Paying Agent, Calculation Agent, Transfer Agent and Registrar and Authenticating Agent Second Supplemental...
Deutsche Bank Aktiengesellschaft • July 25th, 2019 • State commercial banks • New York

THIS SECOND SUPPLEMENTAL CAPITAL SECURITIES INDENTURE, dated as of July 25, 2019 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), THE BANK OF NEW YORK MELLON, LONDON BRANCH, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Calculation Agent, Transfer Agent and Registrar and Authenticating Agent.

DEUTSCHE BANK AKTIENGESELLSCHAFT $ 1,250,000,000 Undated Non-cumulative Fixed to Reset Rate Additional Tier 1 Notes of 2020 (callable (i) on any business day commencing on (and including) October 30, 2025 and ending on (and including) April 30, 2026...
Purchase Agreement • February 14th, 2020 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

Deutsche Bank Aktiengesellschaft, a stock corporation (Aktiengesellschaft) organized under the laws of Germany and registered under docket number HRB 30,000 with the commercial register of the Local Court in Frankfurt am Main (the “Issuer”), confirms its agreement with each of Deutsche Bank Securities Inc. (the “Lead Underwriter”), Citigroup Global Markets Inc., as Qualified Independent Underwriter (as defined below), and each of the other several underwriters named in Schedule A hereto (collectively, the “Underwriters”, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom the Lead Underwriter is acting as representative (in such capacity, the

DEUTSCHE BANK AKTIENGESELLSCHAFT Global Notes, Series A
Deutsche Bank Aktiengesellschaft • October 1st, 2009 • State commercial banks • New York

The Notes will be issued as senior indebtedness of the Bank. The Notes will be issued pursuant to the provisions of an indenture, dated as of November 22, 2006, among the Bank, Law Debenture Trust Company of New York, as trustee (the “Trustee”), and Deutsche Bank Trust Company Americas, as issuing agent, paying agent and registrar (as it may be supplemented or amended from time to time, the “Indenture”). The Notes will have the maturities, interest rates, redemption provisions, if any, and other terms as set forth in supplements to the Prospectus referred to below and in Term Sheets (as defined below).

DEUTSCHE BANK AKTIENGESELLSCHAFT, Issuer AND THE BANK OF NEW YORK MELLON, LONDON BRANCH, Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Paying Agent, Calculation Agent, Transfer Agent and Registrar and Authenticating Agent Fourth Supplemental...
Deutsche Bank Aktiengesellschaft • February 14th, 2020 • State commercial banks • New York

THIS FOURTH SUPPLEMENTAL CAPITAL SECURITIES INDENTURE, dated as of February 14, 2020 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), THE BANK OF NEW YORK MELLON, LONDON BRANCH, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Calculation Agent, Transfer Agent and Registrar and Authenticating Agent.

DEUTSCHE BANK AKTIENGESELLSCHAFT, Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Paying Agent, Transfer Agent and Registrar and Authenticating Agent Fifth Supplemental Subordinated Indenture Dated...
Deutsche Bank Aktiengesellschaft • July 8th, 2020 • State commercial banks • New York

THIS FIFTH SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of July 8, 2020 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

DEUTSCHE BANK AKTIENGESELLSCHAFT, Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Paying Agent, Transfer Agent and Registrar and Authenticating Agent Third Supplemental Subordinated Indenture Dated...
Deutsche Bank Aktiengesellschaft • December 1st, 2017 • State commercial banks • New York

THIS THIRD SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of December 1, 2017 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

SECOND AMENDMENT TO THE WARRANT AGREEMENT BETWEEN DEUTSCHE BANK AKTIENGESELLSCHAFT and DEUTSCHE BANK TRUST COMPANY AMERICAS, Warrant Agent Dated as of January 1, 2016 AMENDMENT TO WARRANT AGREEMENT DATED AS OF NOVEMBER 15, 2007
Warrant Agreement • January 5th, 2016 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

THIS SECOND AMENDMENT TO THE WARRANT AGREEMENT, dated as of January 1, 2016, between DEUTSCHE BANK AKTIENGESELLSCHAFT, a stock corporation with limited liability incorporated in the Federal Republic of Germany, which may act through its London Branch (the “Bank”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York trust company (the “Warrant Agent”).

KPMG AG Wirtschaftsprüfungsgesellschaft THE SQUAIRE / Am Flughafen, 60549 Frankfurt am Main
Deutsche Bank Aktiengesellschaft • March 20th, 2020 • State commercial banks

Deutsche Bank AG To the Shareholders and Supervisory Board Taunusanlage 12 60325 Frankfurt am Main KPMG AG Wirtschaftsprüfungsgesellschaft THE SQUAIRE / Am Flughafen 60549 Frankfurt am Main Postfach 75 03 53 60533 Frankfurt am Main T 069 9587-0 F 069 9587-1050 www.kpmg.de

Exhbit 15.2
Deutsche Bank Aktiengesellschaft • March 14th, 2022 • State commercial banks

We consent to the incorporation by reference in the registration statement (No. 333-258403) on Form F-3 and in the registration statements (Nos. 333-97257, 333-100246, 333-117705, 333-132673, 333-168335, 333-197691, 333-223301) on Form S-8 of Deutsche Bank Aktiengesellschaft of our report dated March 13, 2020, with respect to the consolidated statements of income, comprehensive income, changes in equity and cash flows of Deutsche Bank Aktiengesellschaft and subsidiaries (the Company) for the year ended December 31, 2019, and the related notes and the specific disclosures described in Note 1 to the consolidated financial statements as being part of the financial statements (collectively, “the consolidated financial statements”) which report appears in the Form 20-F of Deutsche Bank Aktiengesellschaft dated March 11, 2022.

THIRD AMENDMENT TO THE WARRANT AGREEMENT BETWEEN DEUTSCHE BANK AKTIENGESELLSCHAFT and DEUTSCHE BANK TRUST COMPANY AMERICAS, Warrant Agent Dated as of July 21, 2018 AMENDMENT TO WARRANT AGREEMENT DATED AS OF NOVEMBER 15, 2007
The Warrant Agreement • July 24th, 2018 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

THIS THIRD AMENDMENT TO THE WARRANT AGREEMENT, dated as of July 21, 2018, between DEUTSCHE BANK AKTIENGESELLSCHAFT, a stock corporation with limited liability incorporated in the Federal Republic of Germany, which may act through its London Branch (the “Bank”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York trust company (the “Warrant Agent”).

DEUTSCHE BANK AKTIENGESELLSCHAFT, Issuer AND THE BANK OF NEW YORK MELLON, Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Paying Agent, Calculation Agent, Transfer Agent, Registrar and Authenticating Agent Amended and Restated Capital Securities...
Deutsche Bank Aktiengesellschaft • August 3rd, 2021 • State commercial banks • New York

THIS AMENDED AND RESTATED CAPITAL SECURITIES INDENTURE, dated as of August 3, 2021 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Calculation Agent, Transfer Agent, Registrar and Authenticating Agent.

AUTHENTICATING AGENT AGREEMENT AMONG DEUTSCHE BANK AKTIENGESELLSCHAFT AND LAW DEBENTURE TRUST COMPANY OF NEW YORK AND DEUTSCHE BANK TRUST COMPANY AMERICAS Dated as of May 1, 2014
Authenticating Agent Agreement • July 31st, 2015 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

THIS AUTHENTICATING AGENT AGREEMENT, dated as of May 1, 2014 (the “Agreement”) among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), LAW DEBENTURE TRUST COMPANY OF NEW YORK, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”).

DEUTSCHE BANK AKTIENGESELLSCHAFT, Issuer AND THE BANK OF NEW YORK MELLON, Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Paying Agent, Calculation Agent, Transfer Agent and Registrar and Authenticating Agent First Supplemental Capital Securities...
Deutsche Bank Aktiengesellschaft • November 21st, 2014 • State commercial banks • New York

THIS FIRST SUPPLEMENTAL CAPITAL SECURITIES INDENTURE, dated as of November 21, 2014 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), THE BANK OF NEW YORK MELLON, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Calculation Agent, Transfer Agent and Registrar and Authenticating Agent.

FIRST SUPPLEMENTAL SENIOR DEBT FUNDING INDENTURE
First Supplemental Senior Debt Funding Indenture • March 3rd, 2021 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

THIS FIRST SUPPLEMENTAL SENIOR DEBT FUNDING INDENTURE, dated as of March 1, 2021, among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), DELAWARE TRUST COMPANY, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Authenticating Agent, Issuing Agent and Registrar.

Seventh Supplemental Subordinated Indenture DEUTSCHE BANK AKTIENGESELLSCHAFT, Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Paying Agent, Transfer Agent and Registrar and Authenticating Agent...
Deutsche Bank Aktiengesellschaft • January 14th, 2021 • State commercial banks • New York

THIS SEVENTH SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of January 14, 2021 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

DEUTSCHE BANK AKTIENGESELLSCHAFT, Issuer AND THE BANK OF NEW YORK MELLON, LONDON BRANCH, Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Paying Agent, Calculation Agent, Transfer Agent and Registrar and Authenticating Agent Fifth Supplemental...
Deutsche Bank Aktiengesellschaft • February 14th, 2020 • State commercial banks • New York

THIS FIFTH SUPPLEMENTAL CAPITAL SECURITIES INDENTURE, dated as of February 14, 2020 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), THE BANK OF NEW YORK MELLON, LONDON BRANCH, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Calculation Agent, Transfer Agent and Registrar and Authenticating Agent.

KPMG AG Wirtschaftsprüfungsgesellschaft THE SQUAIRE / Am Flughafen, 60549 Frankfurt am Main KPMG AG Wirtschaftsprüfungsgesellschaft THE SQUAIRE / Am Flughafen 60549 Frankfurt am Main Postfach 75 03 53 60533 Frankfurt am Main T 069 9587-0 F 069...
Deutsche Bank Aktiengesellschaft • August 3rd, 2021 • State commercial banks

We consent to the use of our report dated March 13, 2020, with respect to the consolidated balance sheet of Deutsche Bank Aktiengesellschaft and subsidiaries as of December 31, 2019, the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes, and the specific disclosures described in Note 1 of the consolidated financial statements as being part of the financial statements (collectively, the “consolidated financial statements”) incorporated herein by reference.

DEUTSCHE BANK AKTIENGESELLSCHAFT, Issuer AND Trustee AND Paying Agent, Issuing Agent and Registrar [Form of] Subordinated Indenture Dated as of , 20
Subordinated Indenture • September 28th, 2012 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

THIS SUBORDINATED INDENTURE, dated as of , 20 between DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), , as trustee (the “Trustee”), and , as Paying Agent, Issuing Agent and Registrar.

DEUTSCHE BANK AKTIENGESELLSCHAFT, Issuer AND WILMINGTON TRUST, NATIONAL ASSOCIATION, Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Paying Agent, Transfer Agent and Registrar and Authenticating Agent Second Supplemental Subordinated Indenture Dated...
Deutsche Bank Aktiengesellschaft • April 1st, 2015 • State commercial banks • New York

THIS SECOND SUPPLEMENTAL SUBORDINATED INDENTURE, dated as of April 1, 2015 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), WILMINGTON TRUST, NATIONAL ASSOCIATION, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS (“DBTCA”), as Paying Agent, Transfer Agent and Registrar and Authenticating Agent.

FIRST SUPPLEMENTAL SENIOR INDENTURE AMONG DEUTSCHE BANK AKTIENGESELLSCHAFT Issuer AND LAW DEBENTURE TRUST COMPANY OF NEW YORK Trustee AND DEUTSCHE BANK TRUST COMPANY AMERICAS, Paying Agent, Issuing Agent and Registrar Dated as of March 7, 2014
First Supplemental Senior Indenture • July 31st, 2015 • Deutsche Bank Aktiengesellschaft • State commercial banks • New York

THIS FIRST SUPPLEMENTAL SENIOR INDENTURE, dated as of March 7, 2014 among DEUTSCHE BANK AKTIENGESELLSCHAFT (the “Issuer”), LAW DEBENTURE TRUST COMPANY OF NEW YORK, as trustee (the “Trustee”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Paying Agent, Issuing Agent and Registrar.