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Contingent Convertibles Disclaimer

Restrictions with respect to marketing and sales of Contingent Convertibles to retail investors

Contingent convertible instruments are complex financial instruments and are not a suitable or appropriate investment for all 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 contingent convertible instruments to retail investors (which include the published the Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 (the “PI Instrument”, which term includes, without limitation, any amendment or successor regulation to the PI Instrument) published by the  U.K. Financial Conduct Authority (the “FCA”) and which took effect on 1 October 2015 (together, the “Restrictions”).

Deutsche Bank AG, London Branch (“Deutsche Bank”) is required to comply with the Restrictions (including, the rules set out in the PI Instrument (as amended or replaced from time to time, the “PI Rules”). By purchasing, or making or accepting an offer to purchase, any contingent convertible instruments from Deutsche Bank, you represent, warrant, agree with, and undertake to Deutsche Bank that:

  1. you are not a retail client in the EEA (as defined in the PI Rules);

  2. you will not sell or offer contingent convertible instruments (or any beneficial interest therein) to retail clients in the EEA or communicate or approve an invitation or inducement to participate in, acquire or underwrite contingent convertible instruments (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 EEA (in each case within the meaning of the PI Rules), in any such case other than (i) in relation to any sale or offer to sell contingent convertible instruments  (or any beneficial interests therein) to a retail client in or resident in the United Kingdom, in circumstances that do not and will not give rise to a contravention of the PI Rules by any person and/or (ii) in relation to any sale or offer to sell contingent convertible instruments (or any beneficial interests therein) to a retail client in any EEA member state other than the United Kingdom, where (a) you have conducted an assessment and concluded that the relevant retail client understands the risks of an investment in the contingent convertible instruments (or such beneficial interests therein) and is able to bear the potential losses involved in an investment in the contingent convertible instruments (or such beneficial interests therein)  and (b) you have at all times acted in relation to such sale or offer in compliance with the Markets in Financial Instruments Directive (2004/39/EC) (“MiFID”) (or as if MiFID applied to you); and

  3. you will at all times comply with all applicable laws, regulations and regulatory guidance (whether inside or outside the EEA) relating to the promotion, offering, distribution and/or sale of the contingent convertible instruments (or any beneficial interests therein), including (without limitation) any such laws, regulations and regulatory guidance relating to determining the appropriateness and/or suitability of an investment in the  contingent convertible instruments (or any beneficial interests therein) by investors in any relevant jurisdiction.

Where you are acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an offer to purchase, any contingent convertible instruments, the foregoing representations, warranties, agreements and undertakings will be given by and be binding upon both you as agent and your underlying client(s).

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Last Update: March 14, 2016
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