Contingent Convertibles Disclaimer

Prohibition on marketing and sales of Contingent Convertibles to retail investors
Contingent convertible instruments (the “Securities”) are complex financial instruments. They are not a suitable or appropriate investment for all investors, especially retail investors. In some jurisdictions, regulatory authorities have adopted or published laws, regulations or guidance with respect to the offer or sale of securities such as the Securities to retail investors. In the United Kingdom (“UK“), the Financial Conduct Authority (“FCA“) Conduct of Business Sourcebook (“COBS“) requires, in summary, that the Securities should not be offered or sold to retail clients (as defined in COBS 3.4 and each a “retail client“) in the UK.

Deutsche Bank AG, London Branch (“Deutsche Bank”) is required to comply with COBS. By purchasing, or making or accepting an offer to purchase, any Securities (or a beneficial interest in such Securities) from the Issuer or Deutsche Bank, you represent, warrant, agree with, and undertake to Deutsche Bank that:

1. you are not a retail client in the UK; and
2. you will not sell or offer the Securities (or any beneficial interest therein) to retail clients in the UK or communicate or approve an invitation or inducement to participate in, acquire or underwrite the Securities (or any beneficial interests therein) where that invitation or inducement is addressed to or disseminated in such a way that it is likely to be received by a retail client in the UK. In selling or offering the Securities or making or approving communications relating to the Securities you may not rely on the limited exemptions set out in COBS.
3. The obligations in paragraph 2 above are in addition to the need to comply at all times with all other applicable laws, regulations and regulatory guidance (whether inside or outside the European Economic Areas (“EEA”) or the UK) relating to the promotion, offering, distribution and/or sale of the Securities (or any beneficial interests therein), whether or not specifically mentioned in this document – including (without limitation) any requirements under the Markets in Financial Instruments Directive 2014/65/EU (as amended) (“MiFID II“) or the UK FCA Handbook as relating to determining the appropriateness and/or suitability of an investment in the Securities (or any beneficial interests therein) for investors in any relevant jurisdiction.

Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any securities (or any beneficial interest therein) from the Issuer and/or Deutsche Bank, the foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both the agent and its underlying client.