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Dividends
The following table shows the dividend per share in Euro and in U.S. dollars for the years ended December 31, 2025,
2024, 2023, 2022 and 2021. Deutsche Bank declares dividends at its Annual General Meeting following each year. For
2025, the Management Board intends to propose to the Annual General Meeting to pay a dividend of € 1.00 per share.
Deutsche Bank’s dividends are based on the non-consolidated results of Deutsche Bank AG as prepared in accordance
with German accounting principles. Because the Group declares dividends in euro, the amount an investor actually
receives in any other currency depends on the exchange rate between Euro and that currency at the time the euros are
converted into that currency.
In general, the German withholding tax applicable to dividends is 26.375% (consisting of a 25% withholding tax and an
effective 1.375% surcharge). Under the German Investment Tax Act, dividends received by an investment fund within the
meaning of the German Investment Tax Act are subject to 15% German withholding tax equal to the treaty tax rate. For
individual German tax residents, the withholding tax paid represents for private dividends, generally, the full and final
income tax applicable to the dividends. Dividend recipients who are tax residents of countries that have entered into a
convention for avoiding double taxation may be eligible to receive a refund from the German tax authorities for a portion
of the amount withheld and in addition may be entitled to receive a tax credit for the German withholding tax not
refunded in accordance with their local tax law.
Generally, U.S. residents will be entitled to receive a refund equal to 11.375% of the dividends paid. For U.S. federal
income tax purposes, the dividends the Group pays are not eligible for the dividends received deduction generally
allowed for dividends received by U.S. corporations from other U.S. corporations.
Dividends in the table below are presented before German withholding tax.
See “Item 10: Additional Information – Taxation” for more information on the tax treatment of the bank’s dividends.
Payout ratio2,3
Financial Year for which dividend is paid Dividendsper share1 Dividendsper share Basic earningsper share Diluted earningsper share
2025 (proposed) $ 1.17 € 1.00 33% 34%
2024 $ 0.77 € 0.68 36% 37%
2023 $ 0.49 € 0.45 16% 16%
2022 $ 0.32 € 0.30 13% 13%
2021 $ 0.21 € 0.20 20% 21%
N/M – Not meaningful
1From 2025 onwards, dividends declared and paid in U.S. $ were translated from € into U.S. $ based on the exchange rates as of the payment date. This is a change in
presentation only and does not affect the amount of dividends paid. For the current year proposed divided, the translation has been performed using the exchange rate
on the last business day of the year
2Payout ratio defined as dividends per share the Group paid in respect of each financial year as a percentage of basic and diluted earnings per share for that year
9
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Capitalization and Indebtedness
Capitalization and Indebtedness
Consolidated capitalization in accordance with IFRS as issued by the IASB as of December 31, 2025
in € m.
Debt:1
Long-term debt 114,754
Trust preferred securities 283
Long-term debt at fair value through profit or loss 27,299
Total debt 142,336
Shareholders’ equity:
Common shares (no par value) 4,891
Additional paid-in capital 38,281
Retained earnings 30,275
Common shares in treasury, at cost (185)
Accumulated other comprehensive income, net of tax
Unrealized net gains (losses) on financial assets at fair value through other comprehensive income, net of tax and other (819)
Unrealized net gains (losses) on derivatives hedging variability of cash flows, net of tax (36)
Unrealized net gains (losses) on assets classified as held for sale, net of tax
Unrealized net gains (losses) attributable to change in own credit risk of financial liabilities designated at fair value through profit and loss, net of tax (192)
Foreign currency translation, net of tax (3,211)
Unrealized net gains (losses) from equity method investments 10
Total shareholders’ equity 69,015
Additional equity components 11,708
Noncontrolling interests 1,562
Total equity 82,285
Total capitalization 224,621
1€46,560 million (33%) of Deutsche Bank’s debt was secured as of December 31, 2025.
Reasons for the Offer and Use of Proceeds
Not required because this document is filed as an Annual Report.
10
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Risk Factors
An investment in Deutsche Bank’s securities involves a number of risks. Potential investors should carefully consider the
following information about the risks Deutsche Bank faces, together with other information in this document, when they
make investment decisions involving Deutsche Bank’s securities. If one or more of these risks were to materialize, it could
have a material adverse effect on Deutsche Bank’s financial condition, results of operations, cash flows or prices of its
securities.
Summary of Risk Factors
Risks Relating to the Macroeconomic, Geopolitical and Market Environment. Deutsche Bank is materially affected by
global macroeconomic, geopolitical and market conditions. Significant challenges may arise from evolving global trade
tensions, political instability, asset deterioration, market volatility and a deteriorating macroeconomic environment.
These risks could negatively affect the business environment, leading to weaker economic activity and a broader
correction in the financial markets. Materialization of these risks could negatively affect Deutsche Bank’s results of
operations and financial condition as well as the bank’s ability to achieve its strategic plans and financial targets.
Risks Relating to Deutsche Bank’s Strategy and Business. If Deutsche Bank is unable to meet its 2028 financial targets
due to a significant deterioration in the global macroeconomic environment, an adverse change in market confidence in
the banking sector and/or client behavior, the bank may incur unexpected losses or experience lower than planned
profitability. This could result in an erosion of the bank’s capital or liquidity base, which could adversely affect its ability
to access the debt capital markets or to sell assets during periods of market or firm specific liquidity constraints. This may
significantly impact Deutsche Bank’s business model, results of operations, and ability to make desired cash distributions
and share buybacks.
Risks Relating to Regulation and Supervision. Prudential reforms and increased regulatory scrutiny affecting the financial
sector continue to have a significant impact on Deutsche Bank, which may adversely affect its business and, in cases of
non-compliance, could lead to regulatory sanctions against the bank, including prohibitions against making dividend
payments, share buybacks or payments on Deutsche Bank's regulatory capital instruments, or increasing regulatory
capital and liquidity requirements. Regulatory changes may impact how key subsidiaries are funded which could affect
how businesses operate and negatively impact results. Regulatory actions may also require Deutsche Bank to change its
business model or result in some business activities becoming unviable. Regulatory and legislative changes could require
Deutsche Bank to maintain increased capital and debt that can be bailed in in a resolution scenario to abide by tightened
liquidity requirements. Any perceptions in the market that the bank may be unable to meet its capital or liquidity
requirements could intensify the effect of these factors on the bank’s business and results.
Risks Relating to Deutsche Bank’s Internal Control Environment. The bank continually enhances the effectiveness of its
internal control environment and improves its infrastructure to align with updated regulatory requirements and to close
gaps identified by the bank and/or by regulators and monitors. If progress is slower than anticipated or the bank fails to
deliver durable improvements, Deutsche Bank’s reputation, regulatory position and financial results could be adversely
affected.
Risks Relating to Technology, Data and Innovation. Digitalization and the speed of innovation in areas such as artificial
intelligence (AI) may offer market entry opportunities for new competitors. AI has the potential to amplify existing risk
factors across various domains. The emergence of agentic AI solutions has the potential to enable autonomous decision
making within processes, increasing the probability of undetected mistakes. For example, autonomous AI agents could
distort or override defined objectives and optimize in ways that undermine regulatory, ethical, or operational safeguards,
such as prioritizing speed or performance metrics over compliance obligations, fairness standards, or critical quality
controls. If Deutsche Bank does not address these emerging risks, it may face compliance issues, operational
inefficiencies and potential losses, along with reputational risks that could weaken the market’s confidence in Deutsche
Bank’s ability to apply AI responsibly.
Risks Relating to Litigation, Regulatory Enforcement Matters, Investigations and Tax Examinations. The bank operates in
a highly regulated and litigious environment, potentially exposing the bank to liabilities and other costs, the amounts of
which may be substantial and difficult to estimate, as well as to legal and regulatory sanctions and reputational risks.
Should any legal proceedings or investigations result in a finding that the bank failed to comply with an applicable law,
result in guilty pleas or convictions, Deutsche Bank could be exposed to material damages, fines, limitations on business,
remedial undertakings, criminal prosecution or other material adverse effects on the bank's financial condition as well as
risk to the bank’s reputation and potential loss of business as a result of extensive media attention.
11
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Climate Change and Other Risks Relating to Environmental, Social and Governance (ESG)-Related Matters. The impacts
of rising global temperatures and the associated policy, technology and behavioral changes required to limit global
warming and nature degradation have led to emerging sources of financial and non-financial risks. These include the
physical risk impacts from extreme weather events and the risk that financial institutions face from increased scrutiny
from governments, regulators, shareholders, and other bodies. The emergence of significantly diverging (and sometimes
conflicting) ESG regulatory and/or disclosure standards across jurisdictions could lead to higher costs, including
compliance costs, and increased risks of failing to meet the respective regulatory requirements in each jurisdiction.
Other Risks - Deutsche Bank is also subject to other risks, including the following:
–Deutsche Bank’s risk management policies, procedures and methods may leave the bank exposed to unidentified or
unanticipated risks, which could lead to material losses
–As Deutsche Bank is dependent on legacy infrastructure providers with challenged business models, the bank
therefore has become more reliant on cloud-based and data intensive platforms which increases concentration risk
–Deutsche Bank utilizes a variety of third parties in support of its business and operations. Services provided by third
parties pose risks to the bank comparable to if Deutsche Bank performed the services internally. If such a third party
does not conduct business in accordance with applicable standards or the bank’s expectations, Deutsche Bank could
be exposed to material losses, regulatory action, litigation or reputational damage
–Operational risks, which may arise from errors in the performance of the bank’s processes, the conduct of its
employees, shortfalls in access management, instability, malfunction or outage of IT systems and infrastructure, or
loss of business continuity, or comparable issues with respect to the bank's vendors, may disrupt Deutsche Bank’s
businesses and lead to material losses
–Deutsche Bank’s large clearing and settlement business poses risks if it fails to operate properly for even short periods
–Impairments of goodwill and other intangible assets and reductions in deferred tax assets in the future may have
material adverse effects on Deutsche Bank’s profitability, equity and financial condition
–In addition to Deutsche Bank’s traditional banking businesses of deposit-taking and lending, the bank may also
engage in nontraditional credit businesses in which credit is extended via transactions that materially increase the
bank’s exposure to credit risk
–A substantial proportion of the bank’s assets and liabilities comprise financial instruments carried at fair value, with
changes in fair value recognized in the income statement, which could result in future losses and impact profitability.
–Deutsche Bank is exposed to pension risks which can materially impact the measurement of its pension obligations
and could materially impact the bank’s earnings
–The evolution of digital assets increases operational, liquidity and financial risks and could impact Deutsche Bank's
results of operations
–Deutsche Bank is subject to laws and other requirements relating to financial and trade sanctions and embargoes and
if breached, could result in the bank being subject to material regulatory enforcement actions and penalties
–Transactions with persons targeted by U.S. economic sanctions or counterparties in countries designated by the U.S.
State Department as state sponsors of terrorism may lead potential customers and investors to avoid doing business
or investing in Deutsche Bank’s securities, harm the bank’s reputation or result in regulatory or enforcement action,
which could have a material and adverse effect on the bank’s business
12
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Risks Relating to the Macroeconomic, Geopolitical and Market Environment
Deutsche Bank is materially affected by global macroeconomic and market conditions. Significant challenges may arise
from evolving global trade tensions, political instability, asset deterioration, market volatility and a deteriorating
macroeconomic environment. These risks could negatively affect the business environment, leading to weaker economic
activity and a broader correction in the financial markets. Materialization of these risks could negatively affect Deutsche
Bank’s results of operations and financial condition as well as the bank’s ability to achieve its strategic plans and financial
targets. Deutsche Bank takes step to manage these risks through its risk management and hedging activities but remains
exposed to these macroeconomic and market risks.
The macroeconomic and market environment in 2025 was defined by persistent uncertainty, policy divergence, and
heightened volatility factors that collectively shaped the risk landscape for the bank and its stakeholders. This included a
significant escalation in global trade tensions, particularly in the first half of the year following the U.S. administration's
announcement of sweeping “reciprocal” tariffs and with even more punitive measures targeted at China, along with
ongoing uncertainty around Russia’s war in Ukraine and global divergence on central banks' monetary policies which
have led to significant currency movements. In Europe, uncertainty around political stability and fiscal positions for
certain larger economies led to sovereign credit rating downgrades and pressure on bond yields which could have a
negative impact on the economy and ultimately impact the creditworthiness of European clients. Although the U.S.
economy expects growth in 2026, inflation is expected to remain elevated in the near term and slower labor force growth
could devalue or create volatility in the U.S. dollar exchange rate, which could negatively impact the bank’s revenues and
results of operations.
Germany stagnated and there was weak growth across Europe during 2025 as market activity and sentiment was
impacted by the escalating trade conflict with the U.S. and increased competition with China, especially in the
automotive sector. In 2026, external headwinds are expected to remain, inflationary pressures from fiscal easing and a
tightening labor market may lead to inflation risks and pressure on the ECB to raise interest rates. These risks could have
a negative impact on the European economy and adversely affect Deutsche Bank’s loan growth and ability to achieve its
strategic goals.
Large-cap technology stocks have fueled concerns about a potential AI-driven bubble. Gold reached record highs as
investors sought safe havens amid persistent uncertainty, while long-term bond yields fluctuated in response to shifting
fiscal and political dynamics. Volatility or sharp declines or market corrections in asset prices and bond yields could
adversely impact the banks profitability and result in financial losses.
Commercial real estate (CRE) remains a key risk for potential increases in provisions for credit losses, with refinancing
challenges and price stabilization still uncertain, particularly in the U.S. While market indicators point to stabilizing CRE
prices, significant impairment risk remains depending on property types and regions (e.g., U.S. office space on the West
Coast) and could result in Deutsche Bank experiencing loan loss provisions higher than expected.
Private credit and activities from non-bank financial institutions (NBFI), continued to face pressure from higher interest
rates, refinancing risks, and subdued investor sentiment. Failures of a select number of sub-prime lenders in the U.S.
increased investor focus on risks associated with private credit and raised wider concerns around underwriting standards
and fraud risk. Although Deutsche Bank is not exposed to significant risks related to NBFIs, the bank could face potential
indirect credit risks through interconnected portfolios and counterparties.
Overall, either in isolation or in combination with other risk factors such as the potential escalation of geopolitical risks
(see below), the aforementioned risks could lead to a deterioration in Deutsche Bank’s portfolio quality and higher than
expected credit losses as well as increased capital and liquidity demands as clients draw down on funding lines. Higher
volatility in financial markets could lead to increased margin calls, higher market risk RWA and elevated valuation
reserves. Negative impacts on investor appetite may also impact the bank’s ability to distribute and de-risk capital market
commitments, which could potentially result in losses as well as making pricing and hedging more challenging and
costly. Higher volatility in capital markets amidst the challenging macro environment could also lead to increased
inherent risks in several operational risks including transaction processing, internal and external fraud. It also increases
the risk of idiosyncratic counterparty events both directly and indirectly, for example shortfalls under securities financing
transactions.
If multiple downside risks such as renewed trade tensions, fiscal instability, or disorderly market corrections were to
materialize simultaneously, these risks could have a material adverse impact on Deutsche Bank’s financial results and
ability to meet its 2028 financial targets and capital objectives.
13
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
A number of geopolitical and political risks and events could negatively affect Deutsche Bank’s business environment,
including weaker economic activity, financial market corrections, or compliance risks which could reduce the bank’s
ability to achieve its 2028 financial targets.
Geopolitical developments continue to present a complex and evolving risk landscape that may affect Deutsche Bank’s
operating environment, market performance, and the achievement of its 2028 financial targets.
In the Middle East, the U.S. led military intervention in Iran and retaliation by Iran against targets in the Middle East, may
lead to a protracted period of uncertainty in the region. A key risk is the potential for prolonged higher oil and gas prices
if supplies through the Strait of Hormuz are restricted for an extended period. Deutsche Bank has limited direct
exposures to the Middle East, however broader geopolitical destabilization could negatively impact the bank’s clients
and have an adverse effect on Deutsche Bank's financial results (including increases in allowance for credit losses) and
operations.
Recent events in Venezuela, resulting in the U.S. apprehension of President Nicolás Maduro, marks a significant
geopolitical escalation which could elevate regional uncertainty, sanctions, market volatility, and cross‑border political
risk. Additionally, emerging territorial claims, such as those by the U.S. administration regarding Greenland, have
introduced uncertainty into the transatlantic partnership, with potential implications for European security cooperation
frameworks. If there is further targeted action on other regions, there could be market-wide implications, including
sovereign stress and/or market dislocation. These risks could have a material adverse effect on Deutsche Bank's results
of operations.
Relations between U.S. and China remain a central risk factor for the bank. Notwithstanding recent bilateral agreements
between the U.S. and China aimed at reducing trade barriers and retaliatory measures, rising U.S. and China tensions,
ongoing cross-border investment restrictions and dispute over potential tariffs, sanctions, export controls, trade of rare
earth minerals and critical technologies, Hong Kong and human rights, raise the specter of further economic polarization
and the emergence of distinct U.S. and China-led trading blocs. The risk of retaliatory measures and broader
fragmentation of global trade may increase, with potential adverse impacts on the bank’s cross-border activities and
client base.
The European Union took action to protect domestic industries, proposing sharp cuts to steel import quotas and raising
out-of-quota tariffs to 50%. These measures heightened the risk of retaliatory trade actions and further exacerbated
global trade tensions, which could have an adverse impact on the bank's loan portfolio. Sanctions regimes became more
complex and far-reaching, with sanctions intensifying in the later part of 2025. For example, the EU adopted its 19th
sanctions package against Russia, introducing a phased ban on Russian liquid natural gas imports, tighter controls on
banks and crypto exchanges, and expanded secondary sanctions targeting third-country entities, which increases the
bank’s operational and compliance risk.
Russia’s war in Ukraine continued, with Russian attacks intensifying and Western support for Ukraine showing signs of
fatigue and fragmentation. Hopes for a ceasefire remained elusive, and the risk of prolonged instability undermined
global investor confidence and increased market volatility. In Russia, fast-tracked legislation enabled the sale of foreign
state-owned assets, raising concerns about potential expropriation of foreign companies and increasing the risk of
adverse regulatory or government actions, which could adversely affect Deutsche Bank’s operations in Russia and result
in financial losses.
Hybrid and cyber warfare and operational risks emerged as significant themes. Undersea cables became targets for
attack by state and non-state actors, threatening real-time services such as trading, payments, and service delivery. The
bank’s vendors faced potential connectivity issues during regional outages, raising reputational, regulatory, and financial
risks.
Overall, the geopolitical landscape in 2025 was characterized by persistent uncertainty, evolving risks, and the potential
for rapid escalation. The interplay of trade policy, sanctions, regional conflicts, and operational threats could create a
challenging environment for the bank's operations and available resources and potentially impact its business model.
Deutsche Bank expects this uncertainty to persist in 2026, which could negatively impact the bank’s results of operations
or ability to achieve its 2028 financial targets.
14
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Risks Relating to Deutsche Bank’s Strategy and Business
If Deutsche Bank is unable to meet its 2028 financial targets or incurs future losses or low profitability, Deutsche Bank’s
financial condition, results of operations and share price may be materially and adversely affected, and the bank may be
unable to make contemplated distributions or share buybacks.
In November 2025, Deutsche Bank announced the next phase of its strategy, Scaling the Global Hausbank. The bank
announced its financial targets and objectives for the period until 2028 and management’s focus in the next phase on
accelerating value creation by scaling the Global Hausbank. While Deutsche Bank continuously plans and adapts to
changing situations, there is a risk that a significant deterioration in the global macroeconomic environment, an adverse
change in market confidence in the banking sector and/or client behavior, as well as higher competition, inflation or
unforeseen costs could result in the bank not achieving its financial targets and objectives by the end of 2028. In
addition, Deutsche Bank may incur unexpected losses including impairments and provisions, experience lower than
planned profitability or an erosion of the bank’s capital or liquidity base or broader financial condition, leading to a
material adverse effect on Deutsche Bank’s results of operations and share price. This also includes the risk that
Deutsche Bank will not be able to make desired cash distributions and share buybacks, which are subject to regulatory
approval, shareholder authorization and meeting German corporate law requirements. In these situations, the Group
would need to take actions to ensure it meets its minimum capital or liquidity objectives. These actions or measures may
result in adverse effects on Deutsche Bank’s business, results of operations, strategic plans or meeting its financial
targets and capital objectives.
Deutsche Bank has the objective to maintain a strong capital position with CET1 ratio operating range of 13.5-14.0%,
with no less than 200 basis points distance to the Maximum Distributable Amount (MDA) threshold. The Group’s capital
ratio development reflects among other things: the performance of the bank’s operating businesses; the delivery of
associated benefits from change initiatives including for example front-to-back optimization and AI adoption programs;
cost related to potential litigation and regulatory enforcement actions; growth in the balance sheet usage of business
divisions; changes in the bank’s tax and pensions accounts; impacts on other comprehensive income; and changes in
regulation and regulatory technical standards (including assumptions made in CRR 3 rules in relation to the output floor).
Deutsche Bank enters into contracts and letters of intent in the ordinary course of business. When these are preliminary
in nature or conditional, the bank is exposed to the risk that they do not result in execution of the final agreement or
consummation of the proposed arrangement, putting associated benefits with such agreements at risk.
The financial results of the bank could be adversely impacted if anticipated benefits from mergers and acquisitions, joint
ventures, strategic partnerships, planned cost savings and other investments do not materialize. Potential business
disposals could also result in additional costs to be incurred by the bank. At the same time, any integration process would
require significant time and resources, and the bank may not be able to manage the process successfully.
All of the above could have a material impact on the bank’s CET 1 ratio as well as its financial targets. It is therefore
possible that the bank could fail to meet certain capital objectives e.g., the CET 1 ratio within an operating range of
13.5% to 14.0% with 200 basis points distance to the MDA as a floor; and a 60% total payout ratio from 2026 and
distribution of excess capital when CET 1 ratio is sustainably above 14%.
In addition to other risks described in the Risk Factors, the following could adversely impact the bank’s strategic goals
and ability to achieve its financial targets and capital objectives for 2028:
–The base case scenario for Deutsche Bank’s financial and capital plan includes revenue growth estimates which are
dependent on a number of factors including: macroeconomic developments, market fee pools and market share of
the overall fee pool. If there is stagnation or downturn in any of these areas this could significantly impact the bank’s
ability to generate revenue growth. This base case scenario also includes assumptions regarding the bank’s ability to
manage costs in future periods
–In addition, the bank’s base case scenario is based on current market implied forward interest rate curves, inflation
levels and expected foreign exchange rates. If any of these develop or fluctuate differently than the bank's
expectations, this could have an adverse impact on Deutsche Bank’s revenues and costs
–Reputational risk or negative market perceptions of Deutsche Bank could impact client levels, deposits or asset
outflows
15
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Adverse market volatility, asset price deteriorations, and cautious investor sentiment may materially and adversely affect
Deutsche Bank’s revenues and operating profits, particularly in investment banking, brokerage and other commission and
fee-based businesses.
Deutsche Bank has significant exposure to the financial markets and is more at risk from adverse developments in the
financial markets than institutions predominantly engaged in traditional banking activities. Sustained market declines
have in the past caused and can in the future cause the bank’s revenues to decline, increase hedging costs and result in
material losses.
Specifically, revenues in the Investment Bank, in the form of origination and advisory fees, directly relate to the number,
size, and asset values of the underlying transactions in which the bank participates and are susceptible to adverse effects
from sustained market downturns or loss of market share. In addition, periods of market decline and uncertainty tend to
dampen client appetite for market and credit risk, a critical driver of transaction volumes and Investment Banking &
Capital Markets (IBCM) revenues, especially transactions with higher margins. In the past, decreased client appetite for
risk has led to lower levels of activity and lower levels of profitability in IBCM. If there is a reduction in market activity or
IBCM is unable to attain its expected market share, Deutsche Bank's revenues and profitability could be adversely
affected.
Market downturns have in the past and may in the future lead to declines in the volume of transactions that the bank
executes for its clients and could result in a decline in noninterest income. Because fees that the bank charges for
managing clients’ portfolios are in many cases based on the value or performance of those portfolios, a market downturn
that reduces the value of clients’ portfolios, or increases withdrawals, reduces the revenues received from Asset
Management and Private Bank businesses. Even in the absence of a market downturn, below market or negative
performance by Asset Management’s investment funds may result in increased withdrawals and reduced inflows, which
would impact Deutsche Bank’s revenues. While clients would be responsible for losses incurred in taking positions on
their accounts, the bank may be exposed to additional credit risk and need to cover the losses if the bank does not hold
adequate collateral or cannot realize the expected value of the collateral. Deutsche Bank’s businesses may also suffer if
clients lose money and lose confidence in Deutsche Bank’s products and services.
In addition, the revenues and profits Deutsche Bank earns from trading and investment positions and transactions in
connection with them can be directly and negatively impacted by market prices. When Deutsche Bank owns assets,
market price declines can expose the bank to losses. Many of the Investment Bank’s more sophisticated transactions are
influenced by price movements and differences among prices. If prices move in a way not anticipated, the bank may
experience losses. In addition, Deutsche Bank has committed capital and takes market risk to facilitate certain capital
markets transactions; doing so can result in losses as well as income volatility. Such losses may especially occur on assets
the bank holds which do not trade in very liquid markets. Assets that are not traded on stock exchanges or other public
trading markets, such as derivatives contracts between banks without publicly quoted prices, may have values that the
bank calculates using models. Monitoring the deterioration of prices of assets like these is difficult and could lead to
losses the bank does not anticipate. Deutsche Bank can also be adversely affected if general perceptions of risk cause
uncertain investors to remain on the sidelines of the market, curtailing clients’ activity and in turn reducing the levels of
activity in those businesses’ dependent on transaction flow.
Deutsche Bank’s liquidity, business activities and profitability may be adversely affected by an inability to access the
debt capital markets or to sell assets during periods of market-wide or firm-specific liquidity constraints.
Deutsche Bank has a continuous demand for liquidity to fund its business activities and the bank’s liquidity may be
impaired if the bank is unable to access secured and/or unsecured debt markets, access funds from subsidiaries, allocate
liquidity optimally across businesses, sell assets, or experiences unforeseen outflows of cash or deposits. These situations
may arise due to disruptions in the financial markets, including limited liquidity, defaults by counterparties, non-
performance or other adverse developments that affect financial institutions. Such adverse developments may include
the reluctance of counterparties or the market to finance Deutsche Bank’s operations due to perceptions about potential
outflows (including deposit outflows) resulting from litigation, regulatory or similar matters. These items may be actual or
perceived weaknesses in the bank’s businesses, business model or strategy, as well as in Deutsche Bank’s resilience to
counter negative economic and market conditions. If such situations occur, internal estimates of the bank’s available
liquidity over the duration of a stressed scenario could be negatively impacted.
In addition, these perceptions could affect Deutsche Bank in multiple ways like negative market perceptions which can
raise Deutsche Bank's cost of accessing capital markets and negatively affect the bank's funding curve and increase
funding spreads. Such situations may hinder the bank's ability to refinance assets, support business activities or maintain
capital levels. As a result, the bank may be forced to sell assets at unfavorable prices or reduce business activities,
including lending.
16
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Liquidity risk could also arise from lower value and marketability of Deutsche Bank’s High Quality Liquid Assets (HQLA),
impacting the amount of proceeds available for covering cash outflows during a stress event. Additional haircuts may be
incurred on top of already impaired asset values. Moreover, securities might lose their eligibility as collateral necessary
for accessing central bank facilities, as well as their value in the repo/wholesale funding market.
Additional liquidity risks, due to negative developments in the wider financial sector, may also occur from withdrawal of
deposits not insured by deposit guarantee schemes or result in deposits moving into other investment products. In times
of economic uncertainty or market stress, digital banking allows depositors to swiftly move funds digitally to other
market participants, leading to a faster and larger scale of deposit outflows. This risk may be exacerbated by the rollout
of the European Instant Payments Regulation which could lead to accelerated outflows outside of normal business hours
in addition to increased needs for intraday liquidity. In addition, higher interest rates could foster price competition
among banks for retail deposits increasing Deutsche Bank’s funding costs, as well as putting further pressure on the
volume of Deutsche Bank’s retail deposits, which are one of the main funding sources for the bank.
Uncertain macroeconomic developments could negatively affect Deutsche Bank’s ability to transact foreign exchange
(FX) trades due to volatility in the FX markets or if counterparties are concerned about the bank’s ability to fulfil agreed
transaction terms and therefore seek to limit their exposure. In addition, if Central Bank emergency FX swap facilities
were removed, this may lead to the widening of spreads in the FX markets, increased foreign currency funding costs and
a reduction in USD liquidity in the market. Additionally, increased FX mismatches on the bank’s balance sheet may lead
to increased collateral outflows if the Euro (Deutsche Bank’s reporting currency) materially depreciates against other
major currencies and may lead to difficulties in supporting liquidity needs in different currencies.
As part of emerging risks, digital payments and blockchain are assessed as areas which could impact the depth and
volatility of market liquidity and funding and may temporarily impact cost of funding and thereby adversely affect
profitability.
Any future credit rating downgrade to below investment grade could adversely affect funding costs and the willingness
of counterparties to do business with Deutsche Bank and could impact aspects of the bank’s business model.
Rating agencies regularly review the bank’s credit ratings, and such reviews could be negatively affected by a number of
factors that can change over time, including the credit rating agency’s assessment of the financial condition of the bank
or if the bank’s actual results materially differ from its strategic targets.
A reduction in Deutsche Bank’s credit rating below investment grade could affect the bank’s access to money markets,
reduce its deposit base or trigger additional collateral or other requirements, which could adversely affect the cost of
funding and limit the range of counterparties willing to enter into transactions with the bank. This could in turn adversely
impact Deutsche Bank’s competitive position, financial results and threaten its prospects in the short to medium-term.
Deutsche Bank may have difficulties selling businesses or assets at favorable prices and may experience material losses
from the sale of such assets irrespective of market conditions.
Deutsche Bank may seek to sell or otherwise reduce its exposure to assets as part of its strategy or to meet or exceed
capital and leverage requirements, as well as to help the bank meet its return on tangible equity target. Where the bank
sells businesses, it may remain exposed to certain losses or risks under the terms of the relevant sale agreement and the
process of separating and selling such businesses may also give rise to operating risks or further losses. Unfavorable
business or market conditions may make it difficult for the bank to sell businesses or assets at favorable prices, or may
preclude a sale of a business or assets altogether.
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Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Deutsche Bank may have difficulty in identifying, integrating, and executing business combinations or other types of
investments which could impact the bank’s financial performance. In addition, if Deutsche Bank is unable to pursue
strategic transactions when needed, this could also materially harm the bank’s results of operations and share price.
Deutsche Bank considers business combinations and other types of investments from time to time. If investors viewed a
significant business combination to be too costly, dilutive to existing shareholders or unlikely to improve the bank's
competitive position, Deutsche Bank's share price could significantly decline. Also, the need to revalue certain classes of
assets at fair value in a business combination may make transactions infeasible or result in an impairment of any goodwill
created. In addition, business combination or other types of investments may not perform as well as expected or the
bank may fail to integrate the combined entity’s operations successfully. Failure to complete announced business
combinations or failure to achieve the expected benefits of any such combination or investment could materially and
adversely affect profitability. Unsuccessful acquisitions could also lead to departures of key employees or additional
costs if financial incentives to retain employees is required.
If Deutsche Bank avoids or is unable to enter into business combinations or if announced or expected transactions fail to
materialize, market participants may perceive the bank negatively. The bank may also be unable to expand its businesses,
especially into new business areas, as quickly or successfully as competitors if the bank does so through organic growth
alone. These perceptions and limitations could cost Deutsche Bank business and harm its reputation, which could have
material adverse effects on the bank's financial condition, results of operations and liquidity.
Intense competition, in Deutsche Bank’s home market of Germany as well as in international markets, could materially or
adversely impact revenues and profitability.
Deutsche Bank operates in highly competitive markets in all business divisions. If the bank is unable to respond to the
competitive environment with attractive product and service offerings that are profitable, the bank may lose market
share or incur losses. In addition, downturns in the economies of these markets could add to the competitive pressure, for
example, through increased price pressure and lower business volumes. Also, Deutsche Bank’s competitiveness may be
impaired if it is not able to deploy capital and fund investments to grow revenues. The bank continuously monitors and
responds to competitive developments to protect its market position and realize growth opportunities. Competitors in
that context include large, international banks, smaller domestic banks, new international banks entering the German
market, as well as emerging and non-banking competitors (e.g., digital first or fintechs). If significant competitors were to
merge or be acquired, this could have an adverse impact on Deutsche Bank’s business model and opportunities to grow
non-organically in the future.
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Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Risks Relating to Regulation and Supervision
Prudential reforms and heightened regulatory scrutiny affecting the financial sector continue to have a significant
impact on Deutsche Bank, which may adversely affect its business and, in cases of non-compliance, could lead to
regulatory sanctions against the bank, including prohibitions against the bank making dividend payments, share
repurchases or payments on its regulatory capital instruments, or increasing regulatory capital and liquidity
requirements.
Governments and regulatory authorities continue to work to enhance the resilience of the financial services industry
against future crises through changes to the regulatory framework, in particular through the final implementation of the
regulatory reform agenda outlined by the Basel Committee on Banking Supervision (the "Basel Committee") and, more
recently, the envisaged transition towards sustainable economies.
As a core element of the reform of the regulatory framework, the Basel Committee developed and continues to refine a
comprehensive set of rules regarding minimum capital adequacy and liquidity standards as well as other rules (Basel III)
which apply to Deutsche Bank (as described further in “Item 4: Regulation and Supervision” of this report under
Highlights). In July 2024, the EU prudential rules (Capital Requirements Regulation and Directive – CRR 3 and CRD 6)
took effect following their publication in the EU Official Journal in June 2024. The reform implements the Basel
Committee’s Final Basel III reforms. These reforms change how EU banks will calculate their risk weighted assets. The
majority of the reforms began to apply as of January 2025, with the exception of the rules on market risk (implementing
the fundamental review of the trading book – FRTB), which has been delayed by the European Commission, via a
Delegated Act, until January 2027. The output floor, which limits the internal-model RWA to ultimately 72.5% of the
standardized approach RWA, will apply fully in January 2030. Final Basel III will increase the bank’s RWA and associated
capital requirements. The Basel III reforms are also being implemented, with different timelines, in all major global
jurisdictions. At the start of 2024, the European Banking Authority (EBA) consulted on amendments to its regulatory
technical standard (RTS) on prudent valuation. This standard sets out the requirements that institutions operating in the
EU should apply to the valuation of their fair-valued assets and liabilities for prudential purposes. The EBA is working
through the comments received, and depending on their final view, this may lead to an increase in Deutsche Bank’s CET
1 requirements and adversely affect its CET 1 ratio. The EBA also published its final draft RTS on off-balance sheet items
in August 2025, establishing a criteria for assigning off-balance sheet items reflecting differing levels of conversion risk.
An earlier proposal during the consultation stage to cover the treatment of credit card chargeback risks in RTS has been
dropped.
The implementation of new regulatory requirements or the introduction of additional, individual or increased capital
requirements or similar discretionary decisions by banking supervisory authorities could have a negative effect on the
capital ratio as well as reduce business opportunities and require measures to reduce risk assets or increase regulatory
capital.
Furthermore, Deutsche Bank’s prudential regulators, including the European Central Bank (ECB) under the EU’s Single
Supervisory Mechanism (SSM), conduct stress tests and regular reviews of asset quality and risk management processes
in accordance with the supervisory review and evaluation process (SREP). Prudential regulators have discretion to impose
capital surcharges on financial institutions for risks which they deem to not be sufficiently covered by the general capital
rules (Pillar 1) or impose other measures, such as restrictions on or changes to the business. In this context, the ECB has
imposed, individual capital requirements on Deutsche Bank resulting from the SREP (referred to as “Pillar 2
requirements”) which it must meet with at least 75% of Tier 1 capital and at least 56.25% of CET 1 capital. Pillar 2
requirements must be fulfilled in addition to the statutory minimum capital and buffer requirements and any non-
compliance may have immediate legal consequences such as restrictions on dividend payments. In addition, regulatory
supervisors could amend interpretations on previously issued guidance and require financial institutions to apply the new
interpretations on a retrospective basis, which could negatively impact the bank.
Following the 2025 SREP, Deutsche Bank has been informed by the ECB of its decision regarding prudential capital
requirements to be maintained from January 1, 2026 onwards, that Deutsche Bank’s Pillar 2 requirement will be 2.85% of
RWA, of which at least 1.60% must be covered by CET 1 capital and 2.14% by Tier 1 capital. Further, the decision
includes conclusions the ECB draws from regulatory stress tests conducted by the EBA or the ECB, including the results
of the 2025 EBA stress test published on August 1, 2025, indicating that European banks remain resilient even under a
severe hypothetical downturn. Similarly, the 2026 SREP will take into account the outcome of the 2026 ECB thematic
geopolitical risk reverse stress test. The ECB evaluates each bank’s performance from a qualitative angle to inform the
decision on the level of Pillar 2 Requirement and a quantitative outcome which is one aspect when assessing the level of
Pillar 2 Guidance. The ECB has already used these powers in its SREP decisions in the past and it may continue to do so
to address findings from onsite inspections. In extreme cases, the ECB can even suspend certain activities or permission
to operate within their jurisdictions and impose monetary fines or capital surcharges for failures to comply with rules
applicable to the guidelines.
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Deutsche Bank Item 3: Key Information
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Regulatory authorities have substantial discretion in how to regulate banks, and this discretion and the powers available
to them have been steadily increasing over the years. Also, new regulation may be imposed on an ad-hoc basis by
governments and regulators in response to ongoing or future crises (such as global pandemics or climate change), which
may especially affect financial institutions such as Deutsche Bank that are deemed to be systemically important.
The ECB conducted its first-ever cyber resilience stress test in 2024 which, according to the ECB, revealed certain areas
where banks in the European Union needed to make improvements, including business continuity frameworks, incident
response planning, back-up security and management of third-party providers. Deficiencies in operational resilience
frameworks as regards IT security and cyber risks have thus become part of the ECB’s 2025-2027 supervisory priorities.
If Deutsche Bank fails to comply with regulatory requirements, in particular with statutory minimum capital requirements
or Pillar 2 requirements, or if there are shortcomings in Deutsche Bank’s governance and risk management processes,
competent regulators may prohibit the bank from making dividend payments to shareholders or distributions to holders
of other regulatory capital instruments or require the bank to take action which may impact its strategy, profitability,
capital and liquidity profile. This could occur, for example, if the bank fails to make sufficient profits due to declining
revenues, or as a result of substantial outflows due to litigation, regulatory and similar matters. Failure to comply with the
quantitative and qualitative regulatory requirements could result in other forms of regulatory enforcement action being
brought against Deutsche Bank, which may result in sanctions including fines. Such enforcement action could have a
material adverse effect on Deutsche Bank’s current and future business, financial condition and results of operations,
including Deutsche Bank’s ability to pay out dividends to shareholders or distributions on other regulatory capital
instruments.
Both the regulatory and legislative environment will continue to be dynamic and may impact Deutsche Bank’s revenue
and costs (e.g., the cost to ensure ongoing and future compliance). Additionally, the prospect of regulatory conditions
easing in certain non-European regions could present a competitive disadvantage to the bank.
Please refer to “Item 4: Regulation and Supervision” of this report for further details on current regulation and supervision
requirements applicable to Deutsche Bank.
Deutsche Bank is required to maintain capital and bail-inable debt (debt that can be bailed-in in resolution) and abide by
liquidity requirements. These requirements may significantly affect the bank’s business model, financial condition and
results of operations, as well as the competitive environment generally. Any perceptions in the market that the bank may
be unable to meet its capital or liquidity requirements with an adequate buffer, or that the bank should maintain capital
or liquidity in excess of these requirements, or any other failure to meet these requirements, could intensify the effect of
these factors on the business model and results of the bank.
As described above and as described further in “Item 4: Regulation and Supervision” of this report under “Capital
Adequacy Requirements” and “Liquidity Requirements”, Deutsche Bank is, among other things, subject to increased
capital and tightened liquidity requirements under applicable law, including additional capital buffer requirements. If
Deutsche Bank fails to meet regulatory capital or liquidity requirements, the bank may become subject to enforcement
actions. In addition, any requirement to maintain or increase liquidity could lead the bank to reduce activities that pursue
revenue and profit growth.
In addition to such regulatory capital and liquidity requirements, Deutsche Bank is also required to maintain a sufficient
amount of instruments which are eligible to absorb losses in resolution with the aim of ensuring that failing banks can be
resolved without recourse to taxpayers’ money. These rules are referred to as “TLAC” (Total Loss Absorbing Capacity) and
“MREL” (minimum requirement for own funds and eligible liabilities) requirements, as more fully described in “Item 4:
Regulation and Supervision” of this report under “MREL Requirements”. The need to comply with these requirements
may affect Deutsche Bank’s business, financial condition and results of operations and in particular may increase its
financing costs.
Deutsche Bank may not have or may not be able to issue sufficient capital or other loss-absorbing liabilities to meet
these or other regulatory requirements. This could occur due to regulatory changes and other factors, such as the bank’s
inability to issue new securities which are recognized as regulatory capital or loss-absorbing liabilities under the
applicable standards, due to an increase of risk-weighted assets based on more stringent rules for the measurement of
risks or as a result of a future decline in the value of the Euro as compared to other currencies.
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Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
If Deutsche Bank is unable to maintain sufficient capital to meet its aforementioned regulatory requirements, the bank
may become subject to enforcement actions and/or restrictions on the pay-out of dividends, share buybacks, payments
on other regulatory capital instruments, and discretionary compensation payments. In addition, any requirement to
increase risk-based capital ratios or the leverage ratio could lead the bank to adopt a strategy focusing on capital
preservation and creation over revenue generation and profit growth, including the reduction of higher margin risk-
weighted assets. If Deutsche Bank is unable to increase its capital ratios to the regulatory minimum in such a case by
raising new capital through the capital markets, through the reduction of risk-weighted assets or through other means,
the bank may be required to activate its Group recovery plan. If these actions or other private or supervisory actions do
not restore capital ratios to the required levels, and the bank is deemed to be failing or likely to fail, competent
authorities may apply resolution powers under the Single Resolution Mechanism (SRM) and applicable rules and
regulations, which could lead to a significant dilution of shareholders’ or even the total loss of the bank’s shareholders’ or
creditors’ investment.
Deutsche Bank is required to meet capital requirements to comply with rules on liquidity and risk management
separately for its local operations in different jurisdictions, in particular in the United States.
Federal Reserve Board rules set forth how the U.S. operations of certain foreign banking organizations (FBOs), such as
Deutsche Bank, are required to be structured, as well as the enhanced prudential standards that apply to its U.S.
operations. Under these rules, Deutsche Bank designated two separately capitalized top-tier U.S. intermediate holding
companies: DB USA Corporation and DWS USA Corporation (each, an "IHC") that hold substantially all of the FBO’s
ownership interests in its U.S. subsidiaries. For additional details on these requirements see Item 4: Regulation and
Supervision – Regulation and Supervision in the United States in this report. Each IHC is subject, on a consolidated basis,
to the risk-based and leverage capital requirements under the U.S. Basel III capital framework, capital planning and stress
testing requirements, U.S. liquidity buffer requirements and other enhanced prudential standards comparable to those
applicable to large U.S. banking organizations. The IHCs are also subject to supplementary leverage ratio requirements,
as well as requirements on the maintenance of TLAC and long-term debt. The IHCs and Deutsche Bank’s principal U.S.
bank subsidiary, Deutsche Bank Trust Company Americas, are also subject to liquidity coverage ratio and net stable
funding ratio requirements.
Deutsche Bank AG is required under the Dodd-Frank Act to prepare and submit a resolution plan (the “U.S. Resolution
Plan”) to the Federal Reserve Board and the Federal Deposit Insurance Corporation (the "Agencies") on a timeline
prescribed by the Agencies, alternating between filing a full plan and a targeted plan. The U.S. Resolution Plan must
demonstrate that Deutsche Bank AG has the ability to execute a strategy for the orderly resolution of its designated U.S.
material entities and operations. Deutsche Bank’s U.S. Resolution Plan describes the single point of entry strategy for
Deutsche Bank’s U.S. material entities and operations and prescribes that DB USA Corporation would provide liquidity
and capital support to its U.S. material entity subsidiaries and ensure their partial sale or solvent wind-down outside of
applicable resolution proceedings.
Deutsche Bank submitted its most recent full U.S. Resolution Plan submission by the October 1, 2025 due date and its
next U.S. Resolution Plan is a targeted plan due by July 1, 2028. If the Agencies were to jointly deem Deutsche Bank’s
U.S. Resolution Plan not credible and Deutsche Bank failed to remediate any designated deficiencies in the required
timeframe, the Agencies could impose restrictions on Deutsche Bank's U.S. operations, including its U.S. IHCs or U.S.
regulated subsidiaries, or require the restructuring or reorganization of businesses, legal entities, operational systems
and/or intra-company transactions which could negatively impact the bank’s operations and/or strategy. Additionally,
the Agencies could also subject Deutsche Bank to more stringent capital, leverage or liquidity requirements, or require
Deutsche Bank to divest certain assets or operations.
The IHCs are each subject, on an annual basis, to the Federal Reserve Board’s supervisory stress testing and capital plan
requirements. The IHCs are also each subject to the Federal Reserve Board’s Comprehensive Capital Analysis and Review
("CCAR"), which is an annual supervisory exercise that assesses the capital positions and planning practices of large bank
holding companies and IHCs. The CCAR process combines the CCAR quantitative assessment and the buffer
requirements in the Federal Reserve Board’s capital rules to create an institution-specific stress capital buffer (SCB)
requirement, which is floored at 2.5%. The SCBs for DB USA Corporation and DWS USA Corporation, based on the 2025
supervisory stress test results, are 11.5% and 5.3%, respectively. These SCBs became effective October 1, 2025 and will
remain in effect until 2027, when new requirements can be calculated based on models that take public feedback into
consideration. Increases in the SCB may require the bank to increase capital or restructure businesses in ways that may
negatively impact the bank’s operations and strategy.
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Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
U.S. rules and interpretations, including those described above, could cause the bank to reduce assets held in the United
States, or to inject capital and/or liquidity into or otherwise change the structure of the bank’s U.S. operations, and could
also restrict the ability of the U.S. subsidiaries to pay dividends or the amount of such dividends. To the extent that the
bank is required to reduce operations in the United States or deploy capital or liquidity in the United States that could be
deployed more profitably elsewhere, these requirements could have an adverse effect on the bank’s business, financial
condition and results of operations.
It is unclear whether the U.S. capital and other requirements described above, as well as similar developments in other
jurisdictions, could lead to a fragmentation of supervision of global banks that could adversely affect the bank’s reliance
on regulatory waivers allowing the bank to meet capital adequacy requirements, large exposure limits and certain
organizational requirements on a consolidated basis only rather than on both a consolidated and non-consolidated basis.
Should the bank no longer be entitled to rely on these waivers, the bank would have to adapt and take the steps
necessary in order to meet regulatory capital requirements and other requirements on a consolidated as well as a non-
consolidated basis, which could result also in significantly higher costs and potential adverse effects on the bank’s
profitability and dividend paying ability.
Deutsche Bank may make business decisions related to regulatory capital, liquidity ratios and funds available for
distributions on its shares or regulatory capital instruments that may not be aligned with the interests of the holders of
such instruments. In accordance with applicable law and the terms of the relevant instruments, Deutsche Bank could
decide to make lower or no payments on its shares or regulatory capital instruments.
Deutsche Bank’s regulatory capital and liquidity ratios are affected by a number of factors, including decisions the bank
makes relating to its business and operations as well as the management of its capital position, risk-weighted assets and
balance sheet. These decisions could be impacted by external factors, such as regulations regarding the risk weightings
of the bank’s assets, commercial and market risks or the costs of its legal or regulatory proceedings. While Deutsche Bank
takes into account a broad range of considerations in its decisions, including the interests of the bank as a regulated
institution and those of its shareholders and creditors (particularly in times of weak earnings and increasing capital
requirements), regulatory requirements to build capital and liquidity may impact the bank’s decisions. Accordingly, in
making decisions in respect of capital and liquidity management, the bank is not required to adhere to the interests of
the holders of instruments issued that qualify for inclusion in regulatory capital, such as Deutsche Bank’s shares or
Additional Tier 1 capital instruments. The bank may decide to refrain from taking certain actions, including increasing
capital at a time when it is feasible to do so, even if failure to take such actions would result in a non-payment or a write-
down or other recovery- or resolution-related measure in respect of any of Deutsche Bank’s regulatory capital
instruments. Deutsche Bank’s decisions could cause the holders of such regulatory capital instruments to lose all or part
of the value of these instruments and the holders will not have any claim against Deutsche Bank relating to such
decisions.
In addition, the annual profit and distributable reserves which form an important part of the funds available to pay
dividends on shares and make payments on other regulatory capital instruments, as determined for each instrument
based on its terms or operation of law, are calculated on an unconsolidated basis generally in accordance with German
accounting rules set forth in the Commercial Code (Handelsgesetzbuch). Any adverse change in Deutsche Bank’s
financial position or profitability, or Deutsche Bank AG’s distributable reserves, each as calculated on an unconsolidated
basis, may have a material adverse effect on the bank’s ability to make dividend or other payments on these instruments.
In addition, profit or distributable reserves may be impacted in the future by litigation settlements in excess of existing
provisions and impairments that reduce the carrying value of subsidiaries on Deutsche Bank AG’s unconsolidated
balance sheet as a part of its annual review. Future impairments or other events that reduce profit or distributable
reserves on an unconsolidated basis could result in the bank making partial or no payments in the future.
Also, German law places limits on the extent to which annual profits and otherwise-distributable reserves, as calculated
on an unconsolidated basis, may be distributed to shareholders or the holders of other regulatory capital instruments,
such as Additional Tier 1 capital instruments. Subject to applicable law, Deutsche Bank has the broad discretion under
the applicable accounting principles to influence amounts relevant for calculating funds available for distribution. Such
decisions may impact the ability to make dividend or other payments under the terms of the bank’s regulatory capital
instruments.
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Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
If resolvability or resolution measures were imposed on Deutsche Bank in accordance with European and German
legislation, Deutsche Bank’s business operations could be significantly affected. Any such measures could lead to losses
for shareholders and creditors of the bank.
Germany participates in the Single Resolution Mechanism (SRM), which centralizes at a European level the key
competences and resources for managing the failure of any bank in member states of the European Union participating
in the banking union. The SRM Regulation and the German Recovery and Resolution Act (Sanierungs- und
Abwicklungsgesetz), which implemented the EU Bank Recovery and Resolution Directive in Germany, require the
preparation of recovery and resolution plans for banks and grant broad powers to public authorities to intervene in a
bank which is failing or likely to fail. Resolution measures that could be imposed upon a bank in resolution may include
the transfer of shares, assets or liabilities of the bank to another legal entity, the reduction, including to zero, of the
nominal value of shares, the dilution of shareholders or the cancellation of shares outright, or the amendment,
modification or variation of the terms of the bank’s outstanding debt instruments, for example by way of a deferral of
payments or a reduction of the applicable interest rate. Furthermore, certain eligible unsecured liabilities, in particular
certain senior “non-preferred” debt instruments specified by the German Banking Act, may be written down, including to
zero, or converted into equity (commonly referred to as “bail-in”) if the bank becomes subject to resolution.
Resolution laws are also intended to eliminate, or reduce, the need for public support of troubled banks. Therefore,
financial public support for such banks, if any, would be used only as a last resort after having assessed and exploited, to
the maximum extent practicable, the resolution powers, including a bail-in. The taking of measures by the competent
authority to remove impediments to resolvability could materially affect the bank’s business operations. Resolution
actions could furthermore lead to a significant dilution of shareholders or even the total loss of shareholders’ or creditors’
investment.
Other regulatory reforms that have been adopted or proposed – for example, extensive new regulations governing
derivatives activities, compensation, bank levies, deposit protection and data protection – may materially increase
Deutsche Bank’s operating costs and negatively impact its business model.
Beyond capital requirements and the other requirements discussed above, Deutsche Bank is affected, or expects to be
affected, by various additional regulatory reforms, including, among other things, regulations governing its derivatives
activities, compensation, bank levies, deposit protection and data protection.
Deutsche Bank is subject to restrictions on compensation including caps on bonuses that may be awarded to “material
risk takers” and other employees as defined therein and in the German Banking Act and other applicable rules and
regulations such as the Remuneration Regulation for Institutions (Institutsvergütungsverordnung). Such restrictions on
compensation, whether by law or pursuant to any guidelines issued by the EBA, could put the bank at a disadvantage to
its competitors in attracting and retaining talented employees, especially compared to those outside the European Union
that are not subject to these caps and other constraints.
Bank levies are provided for in the EU member states participating in the SRM, including, among others, Germany. Since
the target level of the Single Resolution Fund (SRF) of 1% of insured deposits of all banks in member states participating
in the SRM was reached at the end of 2023, no ex-ante contributions to the SRF were required in 2025. Similarly, the
bank does not anticipate making contributions to the SRF in 2026. This assumption is subject to considerable
uncertainty, however, and the bank will closely monitor developments that may impact its financial obligations to the
SRF. In addition, Deutsche Bank may be required to pay bank levies in countries not participating in the SRM, such as the
United Kingdom.
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Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Furthermore, Deutsche Bank must make contributions to the German Statutory Deposit Guarantee and Investor
Compensation Schemes under the recast European Union Deposit Guarantee Schemes Directive (“DGS Directive”) and
the European Union Directive on Investor Compensation Schemes. The German Statutory Deposit Protection Scheme
requires German banks to maintain a prefunding level of 0.8% of the covered deposits. This level has been reached by
July 2024, however, further levies may be imposed subsequent to a compensation event for the purpose of replenishing
the Deposit Guarantee Scheme’s resources. Deutsche Bank also participates in the German voluntary deposit protection
scheme operated by the Deposit Protection Fund (Einlagensicherungsfonds) for private banks in Germany, which is
funded through contributions by its members. While the total impact of future levies cannot currently be quantified,
there could also be certain market conditions or events that give rise to higher-than-expected contributions required by
members, which could have a material adverse effect on the bank’s business, financial condition and results of operations
in future periods. Failure of banks, resolution measures and a decline of the value of the assets held by the SRM or by the
relevant Deposit Guarantee Scheme can cause an increase of contributions in order to replenish the shortfall.
Deutsche Bank is subject to the General Data Protection Regulation (GDPR) which has increased its regulatory
obligations in connection with the processing of personal data, including requiring compliance with the GDPR’s data
protection principles, the increased number of data subject rights and strict data breach notification requirements. The
GDPR grants broad enforcement powers to supervisory authorities, including the potential to levy significant fines for
non-compliance, and provides for a private right of action for individuals who are affected by a violation of the GDPR.
Compliance with the GDPR requires investment in appropriate technical and organizational measures and the bank may
be required to devote significant resources to data protection on an ongoing basis. In the event that the bank is found to
have not met the standards required by the GDPR, the bank may incur damage to its reputation and the imposition by
data protection supervisory authorities of significant fines or restrictions on its ability to process personal data, and the
bank may be required to defend claims for compensation brought by affected individuals, all of which could have a
material adverse effect on the bank.
More generally, there continues to be scrutiny from both EU and non-EU authorities over financial services firms’
compliance with anti-money laundering (AML) and counter-terrorism financing rules, which has led to a number of
regulatory proceedings, criminal prosecutions and other enforcement action, including the imposition of significant fines,
against firms in various jurisdictions.
24
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Risks Relating to the Bank’s Internal Control Environment
A robust and effective internal control environment and adequate infrastructure (comprising people, policies and
procedures, controls, testing, IT systems and data) are necessary to ensure the bank conducts its business and performs
its processes in compliance with applicable laws, regulations, and associated supervisory expectations. While Deutsche
Bank seeks to enhance the effectiveness of its internal control environment to align with updated regulatory
requirements and to close gaps identified by the bank and/or by regulators and monitors, if progress is slower than
anticipated or the bank fails to deliver durable improvements, Deutsche Bank’s reputation, regulatory position and
financial results could be adversely affected.
Deutsche Bank’s businesses require effective controls to process and monitor a wide range of complex, high-volume
transactions across diverse markets, and the effectiveness of the controls is dependent on the strength of the bank's
policies, control testing protocols, IT systems and employee capabilities. If these systems do not identify, monitor,
aggregate, measure, mitigate and report all risks critical for comprehensive risk management and regulatory reporting,
Deutsche Bank's results of operations and regulatory position could be negatively impacted.
Although improvements have been made, certain elements of the bank's control environment and supporting
infrastructure remain below target state, with legacy technology, data fragmentation and manual processes persisting in
some areas. These conditions can impede the timeliness and quality of internal and regulatory reporting and hinder
consistent risk aggregation across businesses and legal entities. The bank is executing multi-year initiatives to simplify
architecture, strengthen data governance and automate controls, but structural complexity, dependency on end-user
tools and uneven system integration continue to pose operational risks. Materialization of these risks could result in
disruptions to core processes, delay in implementation of strategic change programs, and reduced operational resilience
to challenges in the external operating environment, resulting in a negative impact on Deutsche Bank from a client,
regulatory, and reputational risk perspective.
Retaining specialist expertise across control disciplines, including information technology and security, financial crime
and data governance, remains challenging, and increased reliance on third-party and cloud service providers introduces
additional oversight and resilience considerations. Any inability to retain key personnel or effectively manage third-party
risks may impair the bank's ability to maintain sound controls or close regulatory findings.
Deutsche Bank's principal regulators, including BaFin, ECB, UK Prudential Regulation Authority and Federal Reserve
Board, along with Deutsche Bank's Management Board and Group Audit function, continue to review internal controls
and infrastructure closely. These assessments have identified enhancements needed in areas such as financial crime,
information security, IT resiliency, transaction processing, data management and credit processes. While remediation is
underway, the breadth of these programs and their interdependencies mean execution risk remains elevated until
improvements are completed, validated and operate effectively over time.
To address these risks, the bank is investing in technology modernization and resiliency, including cloud adoption,
advanced analytics to enhance risk and control testing, however it cannot be assured that these measures will be
successfully integrated or successfully remediate risks. While these capabilities may support improved oversight, they
introduce new risks such as data quality, AI governance and cyber resilience that require strong controls and assurance.
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Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
The bank’s AML and KYC processes and controls aimed at preventing misuse of the bank's products and services to
commit financial crime have been and continue to be the subject of regulatory reviews, investigations, and enforcement
actions in several jurisdictions. If Deutsche Bank is unable to significantly improve its infrastructure and control
environment by the set deadlines, the bank’s results of operations, financial condition and reputation could be materially
and adversely affected.
In September 2018, BaFin ordered Deutsche Bank to implement internal safeguards and comply with general due
diligence obligations to prevent money laundering and terrorist financing. In February 2019, BaFin extended the order
with regards to the review of its group-wide risk management processes in correspondent banking and adjust them as
necessary. In April 2021, BaFin further expanded its order, requiring additional internal safeguards and sustainable
compliance with due diligence obligations, including those for correspondent relationships. The April 2021 order was
subsequently extended to include enhancements to the bank’s transaction monitoring systems. In 2023, BaFin issued an
additional order instructing Deutsche Bank to implement specific improvements to data processing systems for
transaction monitoring and warned of potential financial penalties in case of non-fulfillment. To monitor the
implementation of the ordered measures, BaFin appointed a Special Representative in 2018, whose mandate was
prolonged following each order extension to ensure continued monitoring and progress assessment. This mandate
concluded on October 30, 2024. The bank continues to fully cooperate with BaFin and remains committed to allocating
the necessary resources to implement the remaining measures within the deadlines.
In July 2023, Deutsche Bank, Deutsche Bank AG New York Branch, DB USA Corporation, Deutsche Bank Trust Company
Americas and DWS USA Corporation entered into a consent order and written agreement with the Federal Reserve Board
concerning adherence to prior orders and settlements related to sanctions and embargoes and AML compliance, and
remedial agreements and obligations related to risk management issues. The 2023 consent order alleges insufficient and
delayed implementation of the post-settlement sanctions and embargoes and AML control enhancement undertakings
required by prior consent orders the bank entered into with the Federal Reserve Board in 2015 and 2017. The 2023
consent order further provides that the material failure to remediate the unsafe and unsound practices or violations
described therein may require additional and escalated formal actions by the Federal Reserve Board against Deutsche
Bank, including additional penalties or additional affirmative corrective actions. In the event the bank is unable to timely
complete the sanctions and embargoes and AML control enhancement undertakings required by the Federal Reserve
Board, the damages could be substantial and the impact on the bank’s results of operations, financial condition and
reputation could be material.
If Deutsche Bank is unable to improve its infrastructure and control environment to the satisfaction of the Federal
Reserve Board, the bank’s results of operations, financial condition and reputation could be materially and adversely
affected. Regulators can impose fines or require the bank to reduce its exposure to or terminate certain kinds of products
or businesses or relationships with counterparties or regions. The bank may also face additional legal proceedings,
investigations or regulatory actions in the future, including in other jurisdictions, with material impact on the bank´s
business and profitability. These could, depending on the extent of any resulting requirements, significantly challenge
the bank’s reputation and its ability to operate profitably under its current business model.
26
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Risks Relating to Technology, Data and Innovation
The speed of innovation and new market entrants may increase competition, disrupt Deutsche Bank's businesses and
increase investment costs.
Digitalization and the speed of innovation in areas such as AI may offer market entry opportunities for new competitors
such as cross-industry entrants, global tech companies and financial technology companies. In addition, banking
competitors may develop their business models to enter the bank’s core markets with largely digital offerings. Therefore,
Deutsche Bank expects its businesses to have an increased need for investments in digital products, AI and process
resources. If the above investments are not made, or if Deutsche Bank is not otherwise able to compete with these new
entrants, there is a risk Deutsche Bank could lose market share, which could have a material adverse effect on its
financial results.
Through the bank's strategic partnership with Google Cloud, Deutsche Bank is migrating parts of its application
landscape to the public cloud with the goal of improving IT flexibility and resilience. The adoption of public cloud
services remains an area of significant regulatory interest, and the bank must ensure and adopt applicable standards of
data privacy and security to protect client and bank information. Failure to do so can compromise client trust, lead to
financial losses and result in regulatory penalties, litigation and compensation obligations.
AI has the potential to be a transformative technology for the bank, while at the same time posing new challenges such
as hallucination or bias and thereby requiring validation of accuracy and explainability, as well as data privacy and
sovereignty. The emergence of agentic AI solutions has the potential to enable autonomous decision making within
processes, increasing the probability of undetected mistakes. Deutsche Bank has has incorporated AI risk into its control
framework, but as these technologies evolve additional risks to the bank may arise. For example, autonomous AI agents
could distort or override defined objectives and optimize in ways that undermine regulatory, ethical, or operational
safeguards, such as prioritizing speed or performance metrics over compliance obligations, fairness standards, or critical
quality controls. If Deutsche Bank does not address these emerging risks, it may face compliance issues, operational
inefficiencies and potential losses, along with reputational risks that could weaken the market’s confidence in Deutsche
Bank’s ability to apply responsible use of AI.
Deutsche Bank actively tracks threats which have the potential to exploit security vulnerabilities, including activities by
nation-state actors and evolving risks, such as those introduced by technological advancements in artificial intelligence
and quantum computing. The bank also continues to closely observe common attack scenarios, including ransomware
and denial of service. Although Deutsche Bank maintains insurance for such cyber events, there can be no assurance that
such coverage will be adequate to cover all losses or liabilities arising from a cyber event.
Data management risk can arise if there are weaknesses in processes for how data is collected, stored, processed,
governed and used. This can negatively impact financial, reputational, or regulatory outcomes for the bank or its
stakeholders. The bank’s ability to make informed decisions, personalize services, drive innovation and deploy AI at scale
depends on having trusted, accessible, and well-governed data across the organization. Deutsche Bank has established
an organization-wide data management function and is now focused on implementing a robust data management
framework. However, residual data management risks include potential gaps in data quality, system integration, and
regulatory non-compliance that may persist during or after the transition.
Deutsche Bank operates in a highly regulated environment that is continuously evolving, requiring our technology
landscape to adapt and remain aligned with these regulatory changes. Recent changes in the regulations such as the
Digital Operational Resilience Act (DORA) may require additional efforts and reprioritization of certain tasks. Failure in
doing so creates the risk of non-compliance with new regulations, which could lead to fines, litigation and other
enforcement actions, as well as reputational damage.
Major technology transformations in the bank’s business and infrastructure areas are executed via dedicated initiatives.
However, there are risks in executing these programs, such as, talent and financial constraints, dependencies on other
programs and key deliverables, extended implementation timelines or adverse change related impacts activity on the
control environment and functionality issues within upgraded applications or their underlying technologies. Failure to
adequately and timely implement such major technology transformations could have a material adverse effect on
Deutsche Bank’s business and results of operations.
27
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Risks Relating to Litigation, Regulatory Enforcement Matters, Investigations and Tax Examinations
Deutsche Bank operates in a highly regulated and litigious environment, potentially exposing the bank to liability and
other costs, the amounts of which may be substantial and difficult to estimate, as well as to legal and regulatory
sanctions and reputational harm.
The financial services industry is among the most highly regulated industries. The bank’s operations throughout the
world are regulated and supervised by the central banks and regulatory authorities in the jurisdictions in which Deutsche
Bank operates. In recent years, regulation and supervision in a number of areas has increased, and regulators, law
enforcement authorities, governmental bodies and others have sought to subject financial services providers to
increasing oversight and scrutiny, which in turn has led to additional regulatory investigations or enforcement actions
which are often followed by civil litigation. There has been a steep escalation in the severity of the terms which
regulatory and law enforcement authorities have required to settle legal and regulatory proceedings against financial
institutions, with settlements in recent years including unprecedented monetary penalties as well as criminal sanctions.
As a result, Deutsche Bank may continue to be subject to increasing levels of liability and regulatory sanctions and may
be required to make greater expenditures and devote additional resources to addressing these liabilities and sanctions.
Regulatory sanctions may include status changes to local licenses or orders to discontinue certain business practices.
The bank and its subsidiaries are involved in various litigation proceedings, including civil class action lawsuits, arbitration
proceedings and other disputes with third parties, as well as regulatory proceedings and investigations by both civil and
criminal authorities in jurisdictions around the world. While Deutsche Bank has made progress in resolving litigation and
regulatory enforcement matters, remaining unresolved or new litigation, enforcement or similar matters pending against
the bank could result in significant costs against Deutsche Bank in the near to medium term and could adversely affect
its business, financial condition and results of operations, if these matters develop in an adverse manner. Litigation and
regulatory matters are subject to many uncertainties, and the outcome of individual matters is not predictable with
assurance. The bank may settle litigation or regulatory proceedings prior to a final judgment or determination of liability.
Deutsche Bank may do so for a number of reasons, including to avoid the cost, management efforts or negative business,
regulatory or reputational consequences of continuing to contest liability, even when the bank believes it has valid
defenses to liability. Deutsche Bank may also do so when the potential consequences of failing to prevail would be
disproportionate to the costs of settlement. Furthermore, it may, for similar reasons, reimburse counterparties for their
losses even in situations where the bank does not believe it is compelled to do so. The financial impact of legal risks
might be considerable but may be difficult or impossible to estimate and to quantify, so that amounts eventually paid
may exceed the amount of provisions made or contingent liabilities assessed for such risks.
Guilty pleas by or convictions of the bank or its affiliates in criminal proceedings, or regulatory or enforcement orders,
settlements or agreements to which the bank or its affiliates become subject, may have consequences that have adverse
effects on certain of its businesses. Moreover, if these matters are resolved on terms that are more adverse to the bank
than expected, in terms of the costs or necessary changes to the bank’s businesses, or if related negative perceptions
concerning its business and prospects and related business impacts increase, Deutsche Bank may not be able to achieve
its strategic objectives or may be required to change them.
Actions currently pending against Deutsche Bank or its current or former employees may not only result in judgments,
settlements, fines or penalties, but may also cause substantial reputational harm to the bank. The risk of damage to the
bank’s reputation arising from such proceedings is also difficult or impossible to quantify.
Regulators have increasingly sought admissions of wrongdoing in connection with settlement of matters brought by
them. This could lead to increased exposure in subsequent civil litigation or in consequences under so-called "bad actor"
laws, in which persons or entities determined to have committed offenses under some laws can be subject to limitations
on business activities under other laws, as well as adverse reputational consequences. In addition, the U.S. Department of
Justice (DOJ) conditions the granting of cooperation credit in civil and criminal investigations of corporate wrongdoing
on the company involved having provided to investigators all relevant facts relating to the individuals responsible for the
alleged misconduct. This policy may result in increased fines and penalties if the DOJ determines that the bank has not
provided sufficient information about applicable individuals in connection with an investigation. Other governmental
authorities could adopt similar policies.
28
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
In addition, the financial impact of legal risks arising out of matters similar to some of those the bank faces have been
very large for a number of participants in the financial services industry, with fines and settlement payments greatly
exceeding what market participants may have expected and, as noted above, escalating steeply in recent years to
unprecedented levels. The experience of others, including settlement terms, in similar cases is among the factors the
bank takes into consideration in determining the level of provisions the bank maintains in respect of these legal risks.
Developments in cases involving other financial institutions in recent years have led to greater uncertainty as to the
predictability of outcomes and could lead Deutsche Bank to add provisions. Moreover, if these matters are resolved on
terms that are more adverse to the bank than expected, in terms of the costs or necessary changes to the bank’s
businesses, or if related negative perceptions concerning its business and prospects and related business impacts
increase, Deutsche Bank may not be able to achieve its strategic objectives or may be required to change them. In
addition, the costs of the bank’s investigations and defenses relating to these matters are themselves substantial. Further
uncertainty may arise as a result of a lack of coordination among regulators from different jurisdictions or among
regulators with varying competencies in a single jurisdiction, which may make it difficult for the bank to reach concurrent
settlements with each regulator. Should Deutsche Bank be subject to financial impacts arising out of litigation and
regulatory matters to which the bank is subject in excess of those it has calculated in accordance with its expectations
and the relevant accounting rules, provisions in respect of such risks may prove to be materially insufficient to cover
these impacts. This could have a material adverse effect on the bank’s results of operations, financial condition or
reputation as well as on the bank’s ability to maintain capital, leverage and liquidity ratios at levels expected by market
participants and regulators. In such an event, the bank could find it necessary to reduce its risk-weighted assets
(including on terms disadvantageous to the bank) or substantially cut costs to improve these ratios, in an amount
corresponding to the adverse effects of the provisioning shortfall.
Deutsche Bank is currently involved in civil proceedings in connection with its voluntary takeover offer for the acquisition
of all shares of Postbank. The extent of the bank’s financial exposure to this matter, including any exposure in excess of
the provision the bank has taken, could be material, and the bank’s reputation may be harmed.
In 2010, Deutsche Bank announced the decision to make a voluntary takeover offer for the acquisition of all shares in
Deutsche Postbank AG ("Postbank"). Deutsche Bank offered Postbank shareholders a consideration of € 25 for each
Postbank share. This offer was accepted for a total of approximately 48.2 million Postbank shares.
A significant number of former shareholders of Postbank who had accepted the takeover offer brought claims against
Deutsche Bank alleging that Deutsche Bank had been obliged to make a mandatory takeover offer at the latest, in 2009.
The plaintiffs allege that the consideration offered for the shares in Postbank needed to be raised to € 57.25 or even €
64.25 per share. As of December 31, 2025, Deutsche Bank has reached settlements with 90% of the plaintiffs’ claims by
value in the litigation (calculated based on the asserted shareholdings) and retains a provision for the residual plaintiff
claims of € 112 million (including interest). For additional details see Note 27 – “Provisions” in the consolidated financial
statements.
The legal question of whether Deutsche Bank had been obliged to make a mandatory takeover offer for all Postbank
shares prior to its 2010 voluntary takeover may impact two pending appraisal proceedings (Spruchverfahren). These
proceedings were initiated by former Postbank shareholders with the aim to increase the cash compensation of € 35.05
paid in connection with the squeeze-out of Postbank shareholders in 2015 and the cash compensation of € 25.18 offered
and annual compensation of € 1.66 paid in connection with the execution of a domination and profit and loss transfer
agreement (Beherrschungs- und Gewinnabführungsvertrag) between DB Finanz-Holding AG (now DB Beteiligungs-
Holding GmbH) and Postbank in 2012. The compensation of € 25.18 in connection with the domination and profit and
loss transfer agreement was accepted for approximately 0.5 million Postbank shares. The compensation of € 35.05 paid
in connection with the squeeze-out in 2015 was relevant for approximately 7 million Postbank shares.
The applicants in the appraisal proceedings claim that a potential obligation of Deutsche Bank to make a mandatory
takeover offer for Postbank at an offer price of € 57.25 should be decisive when determining the adequate cash
compensation in the appraisal proceedings. The Regional Court Cologne had originally followed this legal view of the
applicants in two resolutions. In a decision dated June 2019, the Regional Court Cologne expressly rejected this legal
view in the appraisal proceedings in connection with the execution of a domination and profit and loss transfer
agreement and concluded that whether Deutsche Bank was obliged to make a mandatory offer for all Postbank shares
prior to its voluntary takeover offer in 2010 shall not be relevant for determining the appropriate cash compensation.
Deutsche Bank expect the Regional Court Cologne will take the same legal position in the appraisal proceedings in
connection with the squeeze-out.
29
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
In October 2020, the Regional Court Cologne handed down a decision in the appraisal proceeding concerning the
domination and profit and loss transfer agreement according to which the annual compensation pursuant to Sec. 304
German Stock Corporation Act shall be increased by € 0.12 to € 1.78 per Postbank share and the compensation pursuant
to Sec. 305 of the German Stock Corporation Act shall be increased from € 25.18 to € 29.74 per Postbank share. The
increase of the settlement amount is of relevance for approximately 0.5 million former Postbank shares whereas the
increase of the annual compensation is of relevance for approximately 7 million former Postbank shares. Deutsche Bank
as well as the applicants have lodged an appeal against this decision which remains outstanding. On December 12, 2025,
the Higher Regional Court Düsseldorf (HRC) issued an indicative order (“Hinweisbeschluss”) in the appraisal proceedings
regarding the domination and profit and loss transfer agreement concluded in 2012. The HRC rejected the argument of
the applicants that the initially paid compensation of € 25.18 per share should be increased to the allegedly appropriate
offer price under the 2010 takeover offer (of at least € 57.25 per share).
Additionally, the HRC requested a further expert report on specific valuation aspects and made a settlement proposal
which is lower than the compensation fixed by the Regional Court Cologne ruling (proposed compensation of € 28.00
instead of € 29.74 per share ruled by the Regional Court Cologne). In January 2026, the bank stated its consent to the
settlement proposal of the HRC, however, not all applicants consented, as required to reach a settlement ending the
appraisal proceeding. Therefore, the HRC appointed a new independent expert on February 4, 2026. The expert has been
asked to provide a supplementary opinion on the remaining valuation aspects identified by the HRC. The HRC further
instructed the expert to prepare a revised calculation of the appropriate annual compensation on the basis of the
supplementary valuation opinion.
The extent of Deutsche Bank’s financial exposure to these matters, including beyond provisions the bank has taken,
could be material and the bank’s reputation may be harmed.
Deutsche Bank is currently the subject of industry-wide inquiries and investigations by regulatory and law enforcement
authorities relating to transactions of clients in German shares around the dividend record dates for the purpose of
obtaining German tax credits or refunds in relation to withholding tax levied on dividend payments (so-called cum-ex
transactions). In addition, the bank is exposed to potential tax liabilities and to the assertion of potential civil law claims
by third parties, e.g., former counterparties, custodian banks, investors and other market participants, including as a
consequence of criminal judgements in criminal proceedings in which the bank is not directly involved. The eventual
outcome of these matters is unpredictable and may materially and adversely affect Deutsche Bank’s results of
operations, financial condition and reputation.
Deutsche Bank Group is subject to ongoing criminal investigations by the Public Prosecutor in Cologne
(Staatsanwaltschaft Köln, “CPP”) and civil law claims in relation to cum-ex. In addition, current and former Deutsche Bank
employees and seven former Management Board members are under criminal investigation by the CPP, as are unnamed
personnel of former Deutsche Postbank AG. Ongoing media attention surrounding the cum-ex topic as well as any future
criminal judgement that is unfavorable to the bank or its former employees and Management Board members could
create reputational risks. The imposition of fines and the disgorgement of profits or criminal confiscations could have a
material adverse effect on the bank’s financial condition, results of operations and reputation.
The bank is further exposed to the assertion of potential tax and civil law recourse and compensation claims by German
tax authorities and third parties.
The risks arising from the cum-ex topic are difficult to quantify and the likelihood of these risks materializing is hard to
predict. In the event that Deutsche Bank is eventually liable under the civil law claims already asserted or under claims
that will potentially be asserted by third parties in the future, this may materially and adversely affect the bank’s financial
condition or results of operations. For additional details on the specific cases, see Note 27 – “Provisions” in the
consolidated financial statements.
30
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Deutsche Bank is involved in proceedings with regulatory and law enforcement authorities concerning its anti-financial
crime controls, including in the United States and Germany. In the event that violations of law or regulation are found to
have occurred, legal and regulatory sanctions in respect thereof may materially and adversely affect the bank’s results of
operations, financial condition and reputation.
Deutsche Bank is involved in proceedings with regulatory and law enforcement authorities concerning its anti-financial
crime controls over the past several years, both generally and in connection with specific clients, counterparties or
incidents, including in the United States and Germany. Among the areas within the scope of these inquiries are client
onboarding and KYC processes, transaction monitoring systems and procedures, processes concerning the decision to
file or not to file a suspicious activity report, escalation procedures, and other related processes and procedures. In the
event that violations of law or regulation are found to have occurred, legal and regulatory sanctions in respect thereof
may materially and adversely affect the bank’s results of operations, financial condition and reputation.
The Frankfurt prosecutor is currently conducting investigations in the context of anti-financial-crime control related
allegations, particularly regarding late filing of suspicious activity reports. Deutsche Bank’s offices were searched by the
Frankfurt prosecutor in connection with these investigations.
Deutsche Bank is under continuous examination by tax authorities in the jurisdictions in which it operates. Tax laws are
increasingly complex and are evolving. The cost to the bank arising from the resolution of routine tax examinations, tax
litigation and other forms of tax proceedings or tax disputes may increase and may adversely affect the bank’s business,
financial condition and results of operation.
Deutsche Bank is under continuous examination by tax authorities in the jurisdictions in which it operates. Tax laws are
becoming increasingly more complex. In the current political and regulatory environment, tax administrations' and
courts' interpretation of tax laws and regulations and their application are evolving, and scrutiny by tax authorities has
intensified. Wide ranging and continuous changes in the principles of international taxation emanating from the OECD's
Base Erosion and Profit Shifting agenda are generating significant uncertainties for the bank and its subsidiaries and may
result in an increase in instances of tax disputes or instances of double taxation, as member states may take different
approaches in transposing these requirements into national law or may choose to implement unilateral measures. This
includes, for example, the OECD global minimum taxation rules which have been in effect since tax year 2024. Tax
administrations, including Germany, have also been focusing on the eligibility of taxpayers for reduced withholding taxes
on dividends in connection with certain cross-border lending or derivative transactions. Some uncertainties also remain
in the application of the Base Erosion Anti-Abuse Tax provisions introduced by the U.S. tax reform in 2017, the corporate
alternative minimum tax enacted by the U.S. Inflation Reduction Act of 2022 and the provisions of the U.S. One Big
Beautiful Bill Act of 2025. These developments have led to an increase in the number of tax periods that remain open
and therefore subject to potential adjustment. As a result, the cost to the bank arising from the resolution of routine tax
examinations, tax litigation and other forms of tax proceedings or tax disputes, as well as from rapidly changing and
increasingly more complex and uncertain tax laws and principles, may increase and may adversely affect the bank’s
business, financial condition and results of operation.
Deutsche Bank’s subsidiary, Deutsche Bank Polska S.A., is subject to numerous demands for reimbursement in respect of
mortgage loans agreements in foreign currency, based on allegations that they are unfair and invalid.
Starting in 2016, certain clients of Deutsche Bank Polska S.A. have reached out to Deutsche Bank Polska S.A. alleging
that their mortgage loan agreements in foreign currency include unfair clauses and are invalid. These clients have
demanded reimbursement of the alleged overpayments under such agreements totaling over € 1.1 billion with over
8,791 civil claims having been commenced in Polish courts as of December 31, 2025. These cases are an industry wide
issue in Poland and other banks are facing similar claims. The bank’s total portfolio provision for this matter, which
includes both Swiss Franc and EUR mortgage cases, is € 736 million as of December 31, 2025. The outcome of this
matter is uncertain and future changes to assumptions included in the model or resolutions of claims could result in a
significant increase in the provision beyond the amount established, which could materially and adversely affect the
bank's results of operations or financial condition.
31
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Deutsche Bank’s Malaysian subsidiary is currently involved in civil proceedings in connection with transactions relating to
1Malaysia Development Berhad (1MDB). The extent of the bank’s financial exposure to this matter could be material, and
the bank’s reputation may be harmed.
In 2021, 1MDB commenced proceedings at the Malaysian Courts against Deutsche Bank Malaysia Berhad (DBMB) with
respect to three wire transfers carried out by DBMB on 1MDB’s behalf in 2009 and 2011. 1MDB claims damages in the
amount of U.S. $ 1.1 billion (representing the total amount of the transactions) excluding interest claimed from the date
of the wire transfers, which could be significant due to the long duration since the transactions. At a hearing on July 11,
2025, the Court declined DBMB’s application for summary dismissal on time-bar grounds, ruling that the issue requires a
full trial which is currently scheduled for October and December 2026. The risks arising from this matter are uncertain
and the likelihood of these risks materializing is hard to predict, but could negatively affect Deutsche Bank's financial
results.
Guilty pleas by or convictions of the bank or its affiliates in criminal proceedings, or regulatory or enforcement orders,
settlements or agreements to which the bank or its affiliates become subject, may have consequences that have adverse
effects on certain of Deutsche Bank’s businesses.
Deutsche Bank and its affiliates have been and are subjects of criminal and regulatory enforcement proceedings. Guilty
pleas or convictions against the bank or its affiliates, or regulatory or enforcement orders, settlements or agreements to
which the bank or its affiliates become subject, could lead to the bank’s ineligibility to conduct certain business activities.
In particular, such guilty pleas or convictions could cause its asset management affiliates to no longer qualify as
“qualified professional asset managers” (QPAMs) under the QPAM Prohibited Transaction Exemption under the U.S.
Employee Retirement Income Security Act of 1974 (ERISA), which exemption is relied on to provide asset management
services to certain pension plans in connection with certain asset management strategies. While there are a number of
statutory exemptions and numerous other administrative exemptions that the bank’s asset management affiliates may
use to trade on behalf of ERISA plans, and in many instances they may do so in lieu of relying on the QPAM exemption,
loss of QPAM status could cause customers who rely on such status (whether because they are legally required to do so
or because the bank has agreed contractually with them to maintain such status) to cease to do business or refrain from
doing business with the bank and could negatively impact its reputation more generally. For example, clients may
mistakenly see the loss as a signal that the bank’s asset management affiliates are somehow no longer approved as asset
managers generally by the U.S. Department of Labor (DOL), the agency responsible for ERISA, and cease to do business
or refrain from doing business with the bank for that reason. This could have a material adverse effect on the bank’s
results of operations, particularly those of its asset management business in the United States. The DOL has granted an
individual exemption permitting certain of the bank’s affiliates to retain their QPAM status despite both the conviction of
DB Group Services (UK) Limited and the conviction of Deutsche Securities Korea Co. (the latter conviction has been
subsequently overturned). This exemption has been extended by the DOL until April 17, 2027, which is the end of the
disqualification period. The extension would terminate if, among other things, Deutsche Bank or its affiliates were to be
convicted of crimes in other matters.
32
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Climate Change and Other Risks Relating to Environmental, Social and Governance (ESG) Related Matters
The impacts of rising global temperatures, nature degradation and the associated policy, technology and behavioral
changes required to limit global warming to no greater than 1.5 °C above pre-industrial levels have led to emerging
sources of financial and non-financial risks. These include the physical risk impacts from extreme weather events, and
transition risks as carbon-intensive sectors are faced with higher costs, potentially reduced demand and restricted access
to financing. More rapid than currently expected emergence of transition and/or physical climate and nature risks may
lead to increased credit and market losses as well as operational disruptions due to impacts on vendors and the bank’s
own operations.
Instances of extreme weather events have increased in frequency and severity. Future extreme weather events could
lead to higher credit loss provisions, property loss, rising insurance costs and operational resilience risks. Extreme
weather events can also impact Deutsche Bank’s revenue generating capabilities and costs and result in impairments of
non-financial assets.
Financial institutions are facing increased scrutiny on climate and ESG-related issues from governments, regulators,
shareholders and other bodies (including non-governmental organizations). Banks must navigate an increasingly complex
and heterogeneous policy environment with U.S. led challenges to their collaborative efforts to reduce greenhouse gas
emissions leading to accusations of unlawful practice and anti-trust violations with potential for restrictions on access to
certain clients and potential litigation. The Net Zero Banking Alliance has seen the departure of U.S. and Canadian peers
and subsequently European peers in response to these concerns. In contrast, many organizations and individuals expect
banks to support the transition to a lower carbon economy, to limit nature-related risks such as biodiversity and habitat
loss, and to protect human rights. The emergence of significantly diverging (and sometimes conflicting) ESG regulatory
and/or disclosure standards across jurisdictions could lead to higher costs of compliance and risks of failing to meet
requirements. Of note is the interconnectedness between transition, other environmental, and social risks where
supporting the transition could lead to increased demand for transition minerals which are obtained via mining.
The IEA’s 2025 World Energy Outlook (WEO) indicates that the NZE2050 pathway now involves a prolonged overshoot of
the 1.5 °C target, with warming peaking near 1.65 °C around 2050 and only returning to 1.5 °C by 2100 through carbon
removal. This reflects a global economy which is transitioning at a slower pace which reduces transition risk in the short
term but increases the risk of a disorderly transition over the longer term. Furthermore, it creates tension between the
updated International Energy Agency Net Zero Emissions (IEA NZE) decarbonization pathways which are less ambitious
and the existing voluntary decarbonization commitments calibrated against earlier WEO reports. Deutsche Bank
considers its net zero targets as one of the key climate risk management tools and the bank intends to periodically review
the targets in line with the latest science and economic progress, and if necessary, may revise its targets against the
backdrop of legal or regulatory changes. In the case that revised interim targets are less ambitious, this will increase the
risk that third parties raise allegations of greenwashing, including through civil litigation, regulatory investigations or
enforcement actions.
In the United States, state legislators and regulators are issuing potentially conflicting laws and certification
requirements regarding ESG matters, reflecting a polarized political context within the U.S. This may result in the risk of
loss of business or licenses if the bank cannot meet the certification requirements, while also requiring the bank to
analyze and balance positions.
Certain jurisdictions have begun to develop anti-ESG measures including requiring financial institutions that wish to do
business with them to certify their non-adherence to aspects of the transition agenda. Failing to comply with these
requirements may result in the termination of existing business and the inability to conduct new business with those
jurisdictions, while complying may lead to reputational risks and potential lawsuits. The scope and enforceability of such
requirements, and their application to the bank, remain uncertain.
Deutsche Bank is rated by a number of ESG rating providers, with the ratings increasingly utilized as criteria to determine
eligibility for sustainable investments and to assess management of ESG risks and opportunities. Should the bank’s
ratings materially deteriorate, this could lead to negative reputational impacts.
Data, methodologies and industry standards for measuring and assessing climate and other environmental risks are still
evolving or, in certain cases, are not yet available. This, combined with a lack of comprehensive and consistent climate
and other environmental risk disclosures by its clients, means that the bank, in line with the wider industry, is heavily
reliant on proxy estimates and/or proprietary approaches for risk assessment and modelling and for the bank’s climate
and environmental risk management disclosures. The high degree of uncertainty that this creates increases the risk that
third parties may assert that the bank’s sustainability-related disclosures constitute greenwashing. In addition to the
reputational risks associated with such allegations, competent supervisory authorities and law enforcement agencies
may commence investigations based on such allegations.
33
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Deutsche Bank is committed to managing its business activities and operations in a sustainable manner, including
aligning portfolios with net zero emissions by 2050. The bank continues to develop and implement its approach to
environmental risk assessments and management in order to promote the integration of environmental-related factors
across its business activities. This includes the ability to identify, monitor and manage risks and to conduct regular
scenario analysis and stress testing. Rapidly changing regulatory as well as stakeholder demands, combined with
significant focus by stakeholders, may adversely affect Deutsche Bank's businesses if it fails to adopt such demands or
appropriately implement its plans.
Deutsche Bank recently updated its target for sustainable financing and investment volumes to € 900 billion in
sustainable and transition finance for the period from 2020 to the end of 2030, after nearly achieving its 2025 target of €
500 billion. Deutsche Bank may face significant headwinds in achieving these targets, including market competition,
evolving regulatory requirements, and the scarcity of green and social assets for compliant funding. If ambitions or
targets are missed, this could impact, among other things, revenues and the reputation of the bank, whereas scarcity of
green and social assets may reduce Deutsche Bank’s ability to issue compliant funding that qualifies. An economy
transitioning at a slower pace may result in significant deviations from the bank’s net zero-aligned emissions pathways
toward its targets. This would come to reduce transition risk in the short to medium term but increase it significantly over
the longer term. The bank continues to consider its net zero targets as one of the key climate risk management tools.
Other Risks
The bank’s risk management policies, procedures and methods leave the bank exposed to unidentified or unanticipated
risks, which could lead to material losses.
Deutsche Bank has devoted significant resources to develop its risk management policies, procedures and methods,
including with respect to market, credit, liquidity, operational as well as reputational and model risk. However, the bank
may not be fully effective in mitigating these risk exposures in all economic or market environments or against all types
of risk, including risks that the bank fails to identify or anticipate. Where Deutsche Bank uses models to calculate risk-
weighted assets for regulatory purposes, potential deficiencies may also lead regulators to impose a recalibration of
input parameters or a complete review of the model.
Some of the bank’s quantitative tools and metrics for managing risk are based upon its use of observed historical market
behavior. The bank applies statistical and other tools to these observations to arrive at quantifications of its risk
exposures. In a financial crisis, the financial markets may experience extreme levels of volatility (rapid changes in price
direction) and the breakdown of historically observed correlations (the extent to which prices move in tandem) across
asset classes, compounded by extremely limited liquidity. In such a volatile market environment, the bank’s risk
management tools and metrics may fail to predict important risk exposures. In addition, Deutsche Bank’s quantitative
modeling does not take all risks into account and makes numerous assumptions regarding the overall environment, which
may not be borne out by events. As a result, risk exposures have arisen and could continue to arise from factors the bank
did not anticipate or correctly evaluate in its models. This has limited and could continue to limit the bank’s ability to
manage its risks especially in light of geopolitical developments, many of the outcomes of which are currently
unforeseeable. The bank’s losses thus have been and may in the future be significantly greater than the historical
measures indicate, which could materially and adversely affect its results of operations, financial condition or capital
position.
In addition, the bank’s more qualitative approach to managing those risks not taken into account by the quantitative
methods could also prove insufficient, exposing the bank to material unanticipated losses. Also, if existing or potential
customers or counterparties believe its risk management is inadequate, they could take their business elsewhere or seek
to limit their transactions with Deutsche Bank. This could harm the bank’s reputation as well as its revenues and profits.
34
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
As Deutsche Bank is dependent on legacy infrastructure providers with challenged business models, the bank therefore
has become more reliant on cloud based and data intensive platforms which increases concentration risk
As the bank continues to modernize its technology landscape and increases reliance on cloud‑based and data‑intensive
platforms, operational resilience remains a priority for senior management. Growing dependence on a small number of
global cloud and data center providers, many concentrated in the United States, heightens concentration and systemic
risk, as seen in recent market wide outages. Given the scale, specialization and integration of such providers, the bank
may not be able to readily substitute alternative providers, execute upon the bank's remediation rights or migrate critical
workloads without significant costs, disruption or delay. Geopolitical, regulatory or policy developments could further
affect service continuity or data access.
While these platforms provide significant scalability and efficiency benefits, disruptions from provider outages,
data‑center incidents, infrastructure constraints or geopolitical events could affect the bank’s ability to deliver critical
services. Rising demand for computing power, including analytics and AI workloads, is also increasing pressure on
underlying power and network infrastructure.
The accelerating pace of technological advances is heightening cyber risk, with threat actors leveraging increasingly
sophisticated and frequent attacks. Geopolitical tensions continue to fuel persistent cyber activity, a trend expected to
intensify as AI amplifies both capability and scale. Hybrid warfare which combines cyber operations, disinformation, and
targeted disruption of critical digital infrastructure by state and non‑state actors, further elevates operational and
systemic risks. These converging tactics blur the boundaries between physical and digital conflict, increasing the
likelihood of multi‑vector disruptions that could impair the bank’s technology environment and threaten service
continuity.
Deutsche Bank utilizes a variety of third parties in support of its business and operations. Services provided by third
parties pose risks to the bank comparable to those it bears if Deutsche Bank performed the services itself, and the bank
remains ultimately responsible for the services its third parties provide. Furthermore, if a third party does not conduct
business in accordance with applicable standards or Deutsche Bank’s expectations, the bank could be exposed to
material losses, regulatory action, litigation, reputational damage, or fail to achieve the benefits it sought from the
relationship.
Financial institutions rely on third-party and intragroup service providers for a range of services, some of which support
their critical operations. These dependencies have grown in recent years as part of the increasing trend in digitalization of
the financial services sector which can bring multiple benefits including flexibility, innovation and improved operational
resilience. However, if not properly managed, disruption to service providers could pose risks to critical services provided
by financial institutions, and in some cases, financial stability.
The regulatory framework for managing third party risk continues to evolve and becomes increasingly complex as
regulators seek to address various objectives. Two main areas of focus are how financial institutions identify and manage
their third-party risks and how systemic risks caused by concentration of services provided by critical third parties and
subcontractors are addressed.
When using third-party service providers, the bank remains fully responsible and accountable for complying with all the
regulatory obligations, including the ability to oversee the outsourcing of critical or important functions. The bank may
face risks of material losses or reputational damage if third parties fail to provide services as agreed with the bank and/or
in line with regulatory requirements.
Similar to cybersecurity threats to Deutsche Bank, a successful cyberattack on a third party vendor could have a
significant negative impact on the bank that may result in the disclosure or misuse of client as well as proprietary
information, damage or inability to access information technology systems, financial losses, additional costs, personal
data breach notification obligations, reputational damage, client dissatisfaction and potential regulatory penalties or
litigation exposure.
35
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Operational risks, which may arise from errors in the performance of the bank’s processes, the conduct of its employees,
shortfalls in access management, instability, malfunction or outage of its IT system and infrastructure, or loss of business
continuity, or comparable issues with respect to the bank’s vendors, may disrupt the bank's businesses and lead to
material losses.
Deutsche Bank faces operational risk arising from errors, inadvertent or intentional, made in the execution, confirmation
or settlement of transactions or from transactions not being properly recorded, evaluated or accounted for. An example
of this risk concerns derivative contracts, which are not always confirmed with the counterparties on a timely basis. For
so long as the transaction remains unconfirmed, the bank is subject to heightened credit and operational risk and in the
event of a default may find it more difficult to enforce the contract.
In addition, Deutsche Bank’s businesses are highly dependent on its ability to process manually or through its systems a
large number of transactions on a daily basis, across numerous and diverse markets in many currencies. Some of the
transactions have become increasingly complex. Moreover, management relies heavily on its financial, accounting and
other data processing systems that include manual processing components. If any of these processes or systems do not
operate properly, or are disabled, or subject to intentional or inadvertent human error, the bank could suffer financial
loss, a disruption of its businesses, liability to clients, regulatory intervention or reputational damage.
The bank is also dependent on its employees to conduct its business in accordance with applicable laws, regulations and
generally accepted business standards. If the bank’s employees do not conduct its business in this manner, the bank may
be exposed to material losses. Furthermore, if an employee’s misconduct reflects fraudulent intent, the bank could also
be exposed to reputational damage. The bank categorizes these risks as conduct risk, a term used to describe the risks
associated with behavior by employees and agents, including third parties, that could harm clients, customers or the
integrity of the markets, such as selling products that are not suitable for a particular customer, fraud, unauthorized
trading and failure to comply with applicable regulations, laws and internal policies. U.S. regulators in particular have
been increasingly focused on conduct risk, and such heightened regulatory scrutiny and expectations could lead to
investigations and other inquiries, as well as remediation requirements, more regulatory or other enforcement
proceedings, civil litigation and higher compliance and other risks and costs.
The bank is required to monitor, evaluate, and observe laws and other requirements relating to financial and trade
sanctions and embargoes set by the EU, the Deutsche Bundesbank, Germany’s Federal Office for Economic Affairs and
Export Control, and other authorities, such as the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC)
and the UK Treasury Department’s Office of Financial Sanctions Implementation (OFSI), or local authorities of Deutsche
Bank's locations. Sanctions are subject to rapid change, and it is also possible that new direct or indirect secondary
sanctions or similar restrictive measures could be imposed by the United States or other jurisdictions without warning, as
a result of geopolitical developments. Should the bank fail to comply timely and in all respects with these sanctions, the
bank could be exposed to legal penalties or other adverse action and its reputation could suffer.
The bank in particular faces the risk of loss events due to the instability, malfunction or outage of its IT system and IT
infrastructure, as well as breaches in IT system and infrastructure (including cyber-attacks). Such losses could materially
affect the bank’s ability to perform business processes and may, for example, arise from the erroneous or delayed
execution of processes as a result of system outages, degraded services in systems and IT applications or the
inaccessibility of its IT systems. A delay in processing a transaction, for example, could result in an operational loss if
market conditions worsen during the period after the error. IT-related errors may also result in the mishandling of
confidential information, damage to the bank’s computer systems, financial losses, additional costs for repairing systems,
reputational damage, customer dissatisfaction or potential regulatory or litigation exposure (including under data
protection laws such as the GDPR). Additionally, there is a heightened emphasis and growing expectations of data
management and the risks posed by poor data management standards and data quality, and the potential impact to key
control, decision-making and reporting processes.
Global industries continue to conduct business from home and away from primary office locations, which has changed
business practices compared to historic trends. The demand on the bank’s technology infrastructure and the risk of
cyber-attacks could lead to technology failures, security breaches, unauthorized access, loss or destruction of data or
unavailability of services, as well as increase the likelihood of conduct breaches.
36
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Business continuity risk is the risk of incurring losses resulting from the interruption of normal business activities. The
bank operates in many geographic locations and is frequently subject to the occurrence of events outside of its control.
Despite the contingency plans the bank has in place, its ability to conduct business in any of these locations may be
adversely impacted by a disruption to the infrastructure that supports the bank’s business, whether as a result of, for
example, events that affect the bank’s third-party vendors or the community or public infrastructure in which the bank
operates. Any number of events could cause such a disruption including deliberate acts such as acts of war or other
military action, sabotage, terrorist activities, bomb threats, strikes, riots and assaults on the bank’s staff; natural
calamities such as hurricanes, snowstorms, floods, disease pandemics (such as the COVID-19 pandemic) and
earthquakes; or other unforeseen incidents such as accidents, fires, explosions, utility outages and political unrest. Any
such disruption could have a material adverse effect on the bank’s business and financial position.
As a global bank, Deutsche Bank is often the subject of news reports. Deutsche Bank conducts its media dialogue
through official teams. However, members of the media sometimes approach Deutsche Bank staff outside of these
channels and Deutsche Bank-internal information, including confidential matters, have been subject to external news
media coverage, which may result in publication of confidential information. Leaks to the media can have severe
consequences for Deutsche Bank, particularly when they involve inaccurate statements, rumors, speculation or
unsanctioned opinions. This can result in financial consequences such as the loss of confidence or business with clients
and may impact the bank’s share price or capital instruments by undermining investor confidence. The bank’s ability to
protect itself against these risks is limited.
Deutsche Bank’s large clearing and settlement business poses risks if it fails to operate properly for even short periods.
The bank has large clearing and settlement businesses and an increasingly complex and interconnected IT landscape.
These give rise to the risk that the bank’s customers or other third parties could lose substantial sums if the systems fail
to operate properly for even short periods. This will be the case even where the reason for the interruption is external to
the bank. In such a case, the bank might suffer harm to its reputation even if no material loss of money occurs. This could
cause customers to take their business elsewhere, which could materially harm the bank’s revenues and profits.
Deutsche Bank must test goodwill and other intangible assets at least annually for impairment or each reporting period if
indicators of impairment exist. In the event the test determines that impairment exists, the bank must write down the
value of the asset.
Goodwill arises on the acquisition of subsidiaries and associates and represents the excess of the aggregate of the cost of
an acquisition and any noncontrolling interests in the acquiree over the fair value of the identifiable net assets acquired
at the date of the acquisition. Goodwill on the acquisition of subsidiaries is capitalized and reviewed for impairment
annually or more frequently if there are indications that impairment may have occurred. Intangible assets are recognized
separately from goodwill when they are separable or arise from contractual or other legal rights and their fair value can
be measured reliably. These assets are tested for impairment and useful life reaffirmed at least annually. The
determination of the recoverable amount in the impairment assessment of non-financial assets requires estimates based
on quoted market prices, prices of comparable businesses, present value or other valuation techniques, or a combination
thereof, necessitating management to make subjective judgments and assumptions. These estimates and assumptions
could result in significant differences to the amounts reported if underlying circumstances were to change. Impairments
of goodwill and other intangible assets have had and may have in the future a material adverse effect on the bank’s
profitability and results of operations.
In addition to Deutsche Bank’s traditional banking businesses of deposit-taking and lending, the bank may also engage in
nontraditional credit businesses in which credit is extended via transactions that may materially increase the bank’s
exposure to credit risk.
As a financial institution, Deutsche Bank is exposed to the risk that third parties who owe claims to the bank will not
perform on their obligations. Many of the bank’s businesses extend beyond the traditional banking businesses of deposit-
taking and lending and also expose the bank to credit risk.
In particular, much of the business in the Investment Bank entails credit transactions, frequently ancillary to traditional
banking transactions. Nontraditional sources of credit risk can arise, for example, from holding securities of third parties;
entering into swap or other derivative contracts under which counterparties have obligations to make payments to the
bank; executing securities, futures, or currency trades that fail to settle at the required time due to non-delivery by the
counterparty or systems failure by clearing agents, exchanges, clearing houses or other financial intermediaries; and
extending credit through other arrangements. Parties to these transactions may default on their obligations which would
result in Deutsche Bank incurring significant losses.
In the past, exceptionally difficult market conditions severely adversely affected certain areas in which the bank does
nontraditional credit risk business, including leveraged finance and structured credit markets. If similar market conditions
occur in the future, the bank may experience adverse effects.
37
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
A substantial proportion of the bank’s assets and liabilities comprise financial instruments carried at fair value, with
changes in fair value recognized in the income statement. Fair value changes have in the past and could in the future
result in significant losses.
Fair value is defined as the price at which an asset or liability could be exchanged in an arm's length transaction between
knowledgeable, willing parties, other than in a forced or liquidation sale. If the value of an asset carried at fair value
declines (or the value of a liability carried at fair value increases) a corresponding loss in fair value is recognized in the
income statement. If observable prices or inputs are not available for certain classes of financial instruments, fair value is
determined using valuation techniques the bank believes to be appropriate for the particular instrument. The application
of valuation techniques to determine fair value involves estimation and management judgment, the extent of which will
vary with the degree of complexity of the instrument and liquidity in the market. Management judgment is required in the
selection and application of the appropriate parameters, assumptions and modeling techniques. If any of the
assumptions change due to negative market conditions or for other reasons, subsequent valuations may result in
significant changes in the fair values of the bank’s financial instruments and which have in the past and may in the future
result in significant losses.
Deutsche Bank’s exposure and related changes in fair value are reported net of any fair value gains that may be recorded
in connection with hedging transactions related to the underlying assets. However, the bank may never realize these
gains, and the fair value of the hedges may change in future periods for a number of reasons, including deterioration in
the credit of hedging counterparties. Such declines may be independent of the fair values of the underlying hedged
assets or liabilities and may result in future losses.
Deutsche Bank must review its deferred tax assets at the end of each reporting period. To the extent that it is no longer
probable that sufficient taxable income will be available to allow all or a portion of the bank’s deferred tax assets to be
utilized, the bank must reduce the carrying amounts. These reductions have had and may in the future have material
adverse effects on Deutsche Bank’s profitability, equity, and financial condition.
The bank recognizes deferred tax assets for future tax consequences attributable to temporary differences between the
financial statement carrying amounts of existing assets and liabilities and their respective tax bases, unused tax losses
and unused tax credits. To the extent that it is no longer probable that sufficient taxable profits will be available to allow
all or a portion of the deferred tax assets to be utilized, the bank must reduce the carrying amounts. Each quarter, the
bank re-evaluates its estimate related to deferred tax assets, which can change from period to period and requires
significant management judgment. Furthermore, deferred tax assets are measured based on tax rates that are expected
to apply in the period that the asset is realized, based on the tax rates and tax laws that have been enacted or
substantially enacted at the balance sheet date. Reductions in the amount of deferred tax assets from a change in
estimate or a change in tax law have had and may in the future have material adverse effects on its profitability, equity
and financial condition.
Deutsche Bank is exposed to pension risks which can materially impact the measurement of its pension obligations,
including interest rate, inflation, longevity and liquidity risks that can materially impact the bank’s earnings.
Deutsche Bank sponsors a number of post-employment benefit plans on behalf of its employees, including defined
benefit plans. For further details on Deutsche Bank’s employee benefit plans see Note 33 – “Employee Benefits” in the
consolidated financial statements.
The bank develops and maintains guidelines for governance and risk management, including funding, asset allocation
and actuarial assumption setting. In this regard, risk management means the management and control of risks for the
bank related to market developments (e.g., interest rate, credit spread, price inflation), asset investment, regulatory or
legislative requirements, as well as monitoring demographic changes (e.g., longevity). To the extent that pension plans
are funded, the assets held mitigate some of the liability risks, but introduce investment risk. In its key pension countries,
the bank’s largest post-employment benefit plan risk exposures relate to potential changes in credit spreads, interest
rates, price inflation, longevity risk and liquidity risk, although these have been partially mitigated through the
investment strategy adopted. Overall, the bank seeks to minimize the impact of pensions on its financial position from
market movements, subject to balancing the trade-offs involved in financing post-employment benefits, regulatory
capital and constraints from local funding or accounting requirements.
The bank’s investment objective in funding the plans and its obligations in respect of them is to protect the bank from
adverse impacts of its defined benefit pension plans on key financial metrics. The bank seeks to allocate plan assets
closely to the market risk factor exposures of the pension liability to interest rates, credit spreads and inflation and,
thereby, plan assets broadly reflect the underlying risk profile and currency of the pension obligations.
38
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
To the extent that the factors that drive the bank’s pension liabilities move in a manner adverse to the bank, or that its
assumptions regarding key variables prove incorrect, or that funding of the pension liabilities does not sufficiently hedge
those liabilities, the bank could be required to make additional contributions or be exposed to actuarial or accounting
losses in respect of its pension plans.
In Germany, the Group is a member of the BVV Versicherungsverein des Bankgewerbes a.G. (BVV), a multi-employer
defined benefit plan, together with other financial institutions. In line with industry practice, the Group accounts for it as
a defined contribution plan since insufficient information is available to identify assets and liabilities relating to the
Group’s current and former employees, primarily because the BVV does not fully allocate plan assets to beneficiaries nor
to member companies. The Group may be exposed to significant financial risk should the residual risks materialize or if
the assumptions that form the basis of the benefit obligation related to this multi-employer defined benefit plan prove to
be unrealistic.
The evolution of digital assets increases operational, liquidity and financial risks and could impact Deutsche Bank's
results of operations
The continued evolution of digital assets and their potential applicability in payment and treasury processes as well as
for other types of financial services presents operational, liquidity and financial risks. For example, the bank is exposed to
risks arising from shifts in the global payments landscape, including the increasing use of regulated forms of tokenized
money such as stablecoins issued by both banking and non-banking entities, as well as the introduction of central bank
digital currencies (CBDCs) for retail and wholesale use cases. The growth and acceptance of these instruments could
furthermore displace elements of the bank’s traditional product offering, such as trading, custody and clearing, and
payments, with consequential impacts on Deutsche Bank’s business model and deposit base, and potentially increasing
Deutsche Bank’s operational and liquidity risk landscape. In addition, new competitors may introduce tokenized asset
products and services that the bank does not provide, which may result in the loss of revenue or clients.
Deutsche Bank is subject to laws and other requirements relating to financial and trade sanctions and embargoes. If the
bank breaches such laws and requirements, it can be subject, and in the past has been subject, to material regulatory
enforcement actions and penalties.
The bank is required to monitor, evaluate, and observe laws and other requirements relating to financial and trade
sanctions and embargoes set by the EU, the Deutsche Bundesbank, Germany’s Federal Office for Economic Affairs and
Export Control, and other authorities, such as the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC)
and the UK Treasury Department’s Office of Financial Sanctions Implementation (OFSI), or local authorities of Deutsche
Bank locations. Sanctions are subject to rapid change, and it is also possible that new direct or indirect secondary
sanctions (including as a result of U.S. secondary sanctions risks for financial institutions that engage in certain dealings
relating to Russia) could be imposed by the United States or other jurisdictions without warning as a result of geopolitical
developments. New and far-reaching sanctions against Russian entities and individuals have been, and may continue to
be, imposed by the United States, the EU, the United Kingdom and other individual countries as a result of the
continuation of Russia’s war in Ukraine, and many of these sanctions require very rapid implementation. Should the bank
fail to comply timely and in all respects with these or new or preexisting laws and requirements, it can be subject, and has
in the past been subject, to material regulatory enforcement actions and penalties, and its reputation could suffer.
Transactions with persons targeted by U.S. economic sanctions or counterparties in countries designated by the U.S.
State Department as state sponsors of terrorism may lead potential customers and investors to avoid doing business with
the bank or investing in the bank’s securities, harm its reputation or result in regulatory or enforcement action which
could materially and adversely affect its business.
The bank engages or has engaged in a limited amount of business with counterparties, including government-owned or -
controlled counterparties, in certain countries or territories that are subject to comprehensive U.S. sanctions (referred to
as “Sanctioned Territories”), or with persons or entities targeted by U.S. economic sanctions (referred to as “Sanctioned
Persons”). U.S. law generally prohibits U.S. persons or any other persons acting within U.S. jurisdiction (which includes
business with a U.S. nexus) from dealings with or relating to Sanctioned Territories or Sanctioned Persons. Additionally,
U.S. indirect or “secondary” sanctions threaten the imposition of sanctions against non-U.S. persons entirely outside of
U.S. jurisdiction for engaging in certain activities deemed contrary to U.S. interests. For example, the U.S. has targeted
foreign financial institutions with respect to a number of activities, including knowingly or unknowingly facilitating
transactions or providing services relating to Russia’s military-industrial base. The bank’s U.S. subsidiaries, branch offices,
and employees are, and, in some cases, its non-U.S. subsidiaries, branch offices, and employees are or may become,
subject to such prohibitions and other regulations.
39
Deutsche Bank Item 3: Key Information
Annual Report 2025 on Form 20-F Risk Factors
Deutsche Bank is a German bank and its activities with respect to Sanctioned Territories and Sanctioned Persons have
been subject to policies and procedures designed to exclude the involvement of U.S. jurisdiction, including U.S. persons
acting in any managerial or operational role and to ensure compliance with United Nations Security Council, European
Union and German sanctions and embargoes; in reflection of legal developments in recent years, the bank has further
developed its policies and procedures with the aim of promoting – to the extent legally permitted – compliance with
regulatory requirements extending to other geographic areas regardless of jurisdiction. However, the regulatory
requirements themselves may change rapidly, and should its policies prove to be, or have been, ineffective, the bank may
be subject to regulatory or enforcement action that could materially and adversely affect its reputation, financial
condition, or business.
Further, in response to the war in Ukraine, the United States, as well as other nations and the EU, have continued to
expand sanctions on Russia, Russian entities and third-country entities supporting sanctions avoidance; such sanctions
could have a material impact on the bank’s business activities. In response, the bank took a range of preparatory and
responsive actions to implement the high number of, and in part newly developed, sanctions by inter alia filter and
control updates, additional due diligence steps in transaction and client reviews with a nexus to Russia and by restricting
its policy significantly and adjusting processes. Furthermore, additional transactions with Russia and Belarus have been
prohibited by bank policy starting from March 2025 and April 2025, respectively. Even though Deutsche Bank believes
that it reacted quickly and thoroughly to these challenges, the sheer amount and complexity of changes and the broad
discretion that U.S. authorities may exercise in interpreting and enforcing U.S. sanctions have increased the operational
risk relating to regulatory compliance. Given the strict liability applied in areas of this regulatory environment and the
extraterritorial reach of U.S. secondary sanctions, such operational risk may translate into regulatory risks for the bank
leading to consequential losses. There can be no assurances that U.S. authorities will not bring enforcement actions
against the bank or impose secondary sanctions or other adverse consequences. Any such actions could have a material
impact on the bank’s business and harm its reputation.
40
Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F History and development of the company