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History and development of the company
The legal and commercial name of the company is Deutsche Bank Aktiengesellschaft. It is a stock corporation organized
under the laws of Germany.
Deutsche Bank Aktiengesellschaft originated from the reunification of Norddeutsche Bank Aktiengesellschaft, Hamburg,
Rheinisch-Westfälische Bank Aktiengesellschaft, Düsseldorf, and Süddeutsche Bank Aktiengesellschaft, Munich.
Pursuant to the Law on the Regional Scope of Credit Institutions, these were disincorporated in 1952 from Deutsche
Bank, which had been founded in 1870. The merger and the name were entered in the Commercial Register of the
District Court Frankfurt am Main on May 2, 1957.
Deutsche Bank is registered under registration number HRB 30 000. Deutsche Bank’s registered address is Taunusanlage
12, 60325 Frankfurt am Main, Germany, and its telephone number is +49-69-910-00. The bank’s agent in the United
States is: DB USA Corporation, c/o Office of the Secretary, 1 Columbus Circle, Mail Stop NYC01-1950, New York, New
York 10019-8735.
For information on significant capital expenditures and divestitures, please see “Combined Management Report:
Operating and financial review: Deutsche Bank Group: Significant capital expenditures and divestitures” in the Annual
Report 2025.
The Securities and Exchange Commission (“SEC”) maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC, such as Deutsche Bank
Aktiengesellschaft, with the address http://www.sec.gov. Deutsche Bank’s filings are available on the SEC’s Internet site
under File Number 001-15242 and Internet address is http://www.db.com.
Business Overview
Deutsche Bank’s organization
Please see “Combined Management Report: Operating and financial review: Deutsche Bank Group: Deutsche Bank’s
organization” in the Annual Report 2025. For information on net revenues by geographic area and by corporate division
please see Note 4 “Business Segments and related information: Entity-wide disclosures” to the consolidated financial
statements and “Combined Management Report: Operating and financial review: Results of operations: Segment results
of operations” in the Annual Report 2025.
Management structure
Please see “Combined Management Report: Operating and financial review: Deutsche Bank Group: Management
structure” in the Annual Report 2025.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Business Strategy
Business Strategy
The information presented in this section is based on IFRS as issued by the IASB (IASB IFRS), whereas Deutsche Bank’s
financial targets and capital objectives are based on financial results prepared in accordance with IFRS as issued by the
IASB and endorsed by the EU (EU IFRS). The IASB IFRS financial results may materially differ from the EU-IFRS results as
Deutsche Bank applies hedge accounting under the EU carve-out. Deutsche Bank does not use the IASB IFRS financial
results as a basis for measuring the bank’s progress towards its financial targets or capital objectives. For additional
details, please refer to “Note 01 – Material Accounting Policies and Critical Accounting Estimates – EU carve-out” to the
consolidated financial statements.
Global Hausbank
Deutsche Bank’s strategic and financial roadmap for 2025 aimed to position the bank as the Global Hausbank,
underpinned by strong European foundations and a broad international network. The strategy focused on achieving the
2025 financial targets and capital objectives and was built on three core pillars: risk management, sustainability and
technology, priorities that have become even more important amid persistent geopolitical and macroeconomic
uncertainty. By the end of 2025, the bank had met or surpassed its key financial targets and capital objectives, measured
on the financial results prepared in accordance with IFRS as issued by the IASB and endorsed by the EU (EU IFRS),
thereby laying a firm foundation to scale the Global Hausbank.
At the Investor Deep Dive in November 2025, Deutsche Bank announced the next phase of its strategy and financial
targets and capital objectives for 2028. Having restored the bank’s profitability and strengthened its foundations, the
bank’s focus will be on accelerating value creation by scaling the Global Hausbank. Deutsche Bank’s goal is to tap
significant further growth potential, building on its position as the trusted partner for clients in a changing environment.
The bank’s long‑term vision is to become the European Champion in banking, marked by leadership in key business
segments on a European level, market-leading returns, a deep and scaled global presence and an AI-powered and
innovation-focused organization.
Deutsche Bank’s key performance indicators for 2025
Financial targets:
–Post-tax return on average tangible equity of above 10% for the Group
–Compound annual growth rate of revenues between 2021 and 2025 of 5.5% to 6.5%
–Cost/income ratio of below 65%
Capital objectives:
–Common Equity Tier 1 (CET1) capital ratio within an operating range of 13.5% to 14.0%, with a 200 basis points
distance to the Maximum Distributable Amount (MDA) as a floor
–50% Total payout ratio from 2025
When used with respect to future periods, non-GAAP financial measures Deutsche Bank uses are forward-looking
statements. Deutsche Bank cannot predict or quantify the levels of the most directly comparable financial measures
under IFRS that would correspond to these measures for future periods. This is because neither the magnitude of such
IFRS financial measures, nor the magnitude of the adjustments to be used to calculate the related non-GAAP financial
measures from such IFRS financial measures, can be predicted. Such adjustments, if any, will relate to specific, currently
unknown, events and in most cases can be positive or negative, so that it is not possible to predict whether, for a future
period, the non-GAAP financial measure will be greater than or less than the related IFRS financial measure.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Business Strategy
Financial performance in 2025
In 2025, net revenues were € 31.4 billion in 2025, essentially flat compared to € 31.5 billion in 2024. From 2021 to year
end 2025, revenues grew at a compound annual rate of 5.3%.
On operational efficiency, Deutsche Bank completed its € 2.5 billion operational efficiency program as planned by the
end of 2025. Measures included the optimization of the bank’s platform in Germany and workforce reductions, notably in
non-client-facing roles.
Deutsche Bank’s capital efficiency program delivered further risk-weighted assets (RWA) equivalent benefits in 2025.
These efficiencies contributed to the bank’s year end 2025 CET1 capital ratio of 14.2%, which was up versus 13.8% at the
end of 2024.
During 2025, the bank made capital distributions in respect of 2024 of € 2.3 billion, up by around 50% from 2024. These
included the dividend of € 0.68 per share, or € 1.3 billion in aggregate, and share buybacks of € 1.0 billion. For 2026,
Deutsche Bank plans to propose a dividend in respect of the 2025 financial year of € 1.00 per share, or approximately €
1.9 billion in aggregate, up 50% from € 0.68 per share for 2024, at the bank’s Annual General Meeting in May 2026. The
bank has also secured customary authorizations for up to € 1.0 billion in further share repurchases in respect of 2025.
Together, these measures would increase cumulative capital distributions to shareholders by a further € 2.9 billion.
Cumulative capital distributions in respect of the financial years 2021–2025, to be paid in 2022–2026, thereby
amounting to € 8.5 billion.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Business Strategy
Sustainability
Sustainability is a fundamental aspect of Deutsche Bank’s strategy. In 2025, the bank continued to focus on the four
pillars of its sustainability strategy: Sustainable Finance, Policies & Commitments, People & Own Operations, and
Thought Leadership & Stakeholder Engagement.
Deutsche Bank set ambitious targets to maximize its contribution to achieving the Paris Climate Agreement’s targets and
the United Nations (UN) Sustainable Development Goals. The key targets and goals relate to the following sustainability
matters:
–Deutsche Bank set new cumulative € 900 billion sustainable and transition finance target for the period from 2020 to
the end of 2030, reinforcing its role as a trusted partner for the bank’s clients in the global transformation. The bank
aimed to achieve a total of € 500 billion cumulative sustainable finance and ESG investments volumes from January
2020 to end of 2025 (excluding Asset Management (DWS)). Although the original target was not achieved by the end
of 2025, Deutsche Bank remains committed to providing sustainable financing and ESG investment solutions to its
clients and expects to surpass € 500 billion in the first half of 2026. Progress towards the original target was impacted
by several factors over the period, including higher interest rates, regulatory developments as well as changes in the
policy environment
–Deutsche Bank introduced a nature ambition to facilitate 300 transactions by the end of 2027, supporting biodiversity
as well as ecosystem conservation and restoration in alignment with the United Nations Sustainable Development
Goals
–Deutsche Bank is committed to achieving net zero emissions by 2050. In the previous years, Deutsche Bank has set
net zero targets for eight carbon-intensive sectors in its corporate loan book, with interim goals by end of 2030 and
final targets by end of 2050
–Deutsche Bank planned to source 100% of its electricity from renewable sources by 2025 and has achieved this target
–In 2021, the bank committed to an aspirational goal to have women represent at least 35% of its Managing Director,
Director and Vice President population globally (excluding Asset Management) by year end 2025, known as the ’35 by
25’ program. By year end 2025, women represented 34.1% of the bank’s Managing Director, Director and Vice
President population globally, with the female representation on senior corporate titles increasing from 2021 to 2025
by 4.2 percentage points
–The bank aims to increase gender diversity at the two levels below the Management Board (MB-1 and MB-2) with a
goal of 30% of positions to be held by women by year end 2025, thereby promoting equal opportunity within the
Management Board succession pipeline. The bank effectively met the goal for MB-1 and reached 28.2% at MB-2. In
line with German legal requirements, the bank will retain goals beyond 2025 for the two layers below the
Management Board with a goal of 32.5% women at both MB-1 and MB-2 by year end 2026, having regard to local law
In 2025, Deutsche Bank published its initial Transition Finance Framework, defining clear rules for financing net zero
transitions in hard-to-abate sectors. Furthermore, the bank updated its Transition Plan with the latest data and main
achievements and updated the Sustainable Instruments Framework to align with relevant adjustments to the Sustainable
Finance Framework, effective from January 1, 2026.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Business Strategy
Scaling the Global Hausbank
The bank believes that the progress made in transforming Deutsche Bank laid a strong foundation for delivering
sustainable growth through 2028. At the Investor Deep Dive in November 2025, Deutsche Bank presented its strategic
and financial roadmap for the period to 2028, outlining plans to further scale the bank’s position as a Global Hausbank
and setting out its financial targets and capital objectives for 2028.
Deutsche Bank’s key financial targets and capital objectives for 2028
Financial targets:
–Post-tax return on average tangible equity of greater than 13% for the Group
–Cost/income ratio of below 60%
Capital objectives:
–CET1 capital ratio within an operating range of 13.5% to 14.0%, with a 200 basis points distance to the Maximum
Distributable Amount (MDA) as a floor
–60% Total payout ratio from 2026 and distribution of excess capital when CET1 capital ratio is sustainably above 14%
When used with respect to future periods, non-GAAP financial measures Deutsche Bank uses are forward-looking
statements. Deutsche Bank cannot predict or quantify the levels of the most directly comparable financial measures under
IFRS that would correspond to these measures for future periods. This is because neither the magnitude of such IFRS
financial measures, nor the magnitude of the adjustments to be used to calculate the related non-GAAP financial measures
from such IFRS financial measures, can be predicted. Such adjustments, if any, will relate to specific, currently unknown,
events and in most cases can be positive or negative, so that it is not possible to predict whether, for a future period, the
non-GAAP financial measure will be greater than or less than the related IFRS financial measure.
Accelerating value creation through three strategic levers
The next phase of Deutsche Bank’s strategy is centered around three levers: focused growth, disciplined capital
management and a scalable operating model. These levers are anchored in a firm commitment to shareholder‑value‑add
(SVA) as the central steering principle, aiming at sharpening decision‑making, aligning resource allocation with value
creation and strengthening a culture of accountability. Anchored in its ambition to scale the Global Hausbank, Deutsche
Bank aims to deepen client engagement and strengthen collaboration across segments to deliver its full capabilities.
Focused growth: Focused growth is a core driver of Deutsche Bank’s strategic ambition through 2028. The bank expects
focused growth areas to contribute meaningfully to long term revenue expansion, targeted to deliver approximately €
5 billion in incremental revenues, increasing Group revenues from € 32 billion to approximately € 37 billion by 2028. This
trajectory reflects a balanced uplift across fee generating and interest sensitive activities, including roughly € 2.6 billion in
additional net commission and fee income and € 2.3 billion in net interest income, underpinned by the structural hedge
rollover, the strength of the German deposit franchise and targeted loan growth across the bank. Growth is expected to be
reinforced by more coordinated client coverage, with the Corporate Bank and Investment Bank jointly supporting corporate
and institutional clients, the Private Bank and Asset Management enhancing investment and retirement solutions, and the
segments contributing to a greater share of client business.
Disciplined capital management: Deutsche Bank manages capital as a strategic lever, ensuring it is deployed where returns
are strongest and aligned with the bank’s SVA guiding principles. The bank’s capital strategy is grounded in disciplined
balance sheet management, focused on reallocating resources toward capital accretive activities. By the end of 2028,
Deutsche Bank aims to deliver a more than 100 basis point uplift in revenues over RWA (excluding operational risk RWA),
supported by strengthened pricing discipline, enhanced balance sheet velocity and expanded risk transfer and
securitization channels. The bank aims to maintain a CET1 capital ratio of 13.5% to 14.0%, with a 200 basis points distance
to the MDA as a floor. The bank targets a 60% total payout ratio from 2026, and to distribute excess capital when its CET1
capital ratio is sustainably above 14%.
Scalable operating model: Deutsche Bank intends to strengthen the scalability and resilience of its operating model to
support long-term growth and improved productivity across the Group. The bank’s objective is to deliver around 6%
operating leverage in 2028, enabled by a balanced combination of forward-looking investments and disciplined cost
management. Targeted € 1.5 billion of incremental investments, including technology, artificial intelligence and business-
led initiatives, are designed to unlock early efficiency gains while modernizing core platforms of the bank. These
investments are expected to be more than offset by at least € 2 billion in operating efficiencies, driven by front to back
process optimization, enhanced IT architecture and transformation across infrastructure functions. This approach supports
a sustained improvement in the cost/income ratio with a target below 60% by 2028, while maintaining cost discipline, with
expenses excluding business-led investments expected to rise only modestly.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Business Strategy
Post-tax return on average tangible equity is a Non-GAAP financial measure. Please refer to “Supplementary financial
information (Unaudited): Non-GAAP financial measures” of this report for the definitions of such measures and
reconciliations to the IFRS numbers on which they are based. With effect from the first quarter of 2026, Deutsche Bank
will discontinue the separate reporting of adjusted costs and nonoperating costs.
Deutsche Bank Business segments
Corporate Bank
Corporate Bank’s capabilities in Cash Management, Trade Finance and Lending, and Trust and Securities Services are intended to
enable the segment to serve the core needs of its clients. Corporate Bank helps clients optimize their working capital and liquidity,
secure global supply chains and distribution channels, and manage their risks, in close collaboration with Foreign Exchange within
the Investment Bank. Furthermore, Corporate Bank acts as a specialized provider of services to financial institutions, offering
Correspondent Banking and Trust and Securities Services. Corporate Bank combined its Trust and Agency Services and Securities
Services businesses into a new unified Trust and Securities Services organization in mid-2025. Finally, Deutsche Bank provides
Business Banking services to small corporate and entrepreneur clients in Germany through a standardized product suite.
In 2025, Corporate Bank continued to make progress on its strategic objectives, notably by growing net commission and fee
income across all regions, while interest hedging and strong deposit growth partly offset deposit margin normalization. Corporate
Bank was awarded “No. 1 Best Trade Finance Bank” by the FINANCE Banken-Survey and “World’s Best Corporate Trust Bank” by
the IJ Global Awards. Deutsche Bank believes that these awards recognize Corporate Bank’s deep client relationships and client-
centric solutions offering.
Corporate Bank’s strategy is anchored around focused growth, strict capital discipline and a scalable operating model, supporting
Deutsche Bank’s Scaling the Global Hausbank strategy. In line with the direction set out at the 2025 Investor Deep Dive,
Deutsche Bank expects meaningful expansion across its core client groups: corporates, institutions as well as small and
medium‑sized enterprises. The bank also aims to broaden its platforms and deliver tailored solutions that address clients’ strategic
requirements. Building on its strong leadership in Germany, Corporate Bank aims to deepen its position as the trusted partner to
the German and European economies, supported by fiscal expansion and strengthened collaboration across Deutsche Bank’s
business segments.
Corporate Treasury Services aims to further scale its platform across core products, enabling increased density and a greater
range of client offerings, while reallocating capital from sub-hurdle businesses. Institutional Client Services aims to grow its client
base in collaboration with the Investment Bank, increase penetration with an extended product offering, and win back U.S. dollar
market share in correspondent banking. Business Banking aims to grow its client base, especially gaining from digital sales and by
leveraging artificial intelligence and data-driven automated campaigning initiatives that enable more targeted outreach and
higher conversion rates.
As a transition partner, Deutsche Bank supports clients across sector value chains in achieving strategic goals, strengthening
competitiveness and resilience, and managing financial operations, while integrating sustainable finance capabilities into treasury
and financing activities. The bank continues to adapt its sector-aligned sustainable finance capabilities to meet evolving client
needs and to enable transition across business models, facilitating progress toward net-zero objectives by combining deep
industry knowledge with tailored financial solutions.
To support this ambition, Corporate Bank is building a scalable operating model that increases efficiency, enhances client delivery
and positions the business for sustainable growth. The segment is investing in technology‑enabled solutions, strengthened
payment capabilities and faster execution enabled by artificial intelligence and automation. These initiatives are complemented
by process redesign and platform integration to improve reliability, standardization and speed across the global franchise.
Corporate Bank aims to further leverage its extensive international network across more than 140 countries, combining global
reach with deep local expertise. This approach supports seamless delivery across Corporate and Institutional Cash Management,
Trade Finance & Lending, Trust & Securities Services and Business Banking. Through scalable technology deployment and
increased operational integration, Corporate Bank aims to enhance productivity, improve resilience and reinforce its competitive
differentiation in an evolving market environment.
Aligned with its strategic priorities, Corporate Bank remains committed to strict capital discipline and prudent risk management,
while maintaining high lending standards and preserve the quality of its loan portfolio. It plans to continue reallocating
risk‑weighted assets toward portfolios with stronger shareholder-value accretion and to increase balance‑sheet velocity through
expanded distribution‑led structuring and broader loan syndication. Through focused growth and a scalable platform across
Corporate Treasury Services, Institutional Client Services and Business Banking, Corporate Bank strengthens its contribution to
scaling the Global Hausbank and aims to deliver sustainable growth and disciplined returns for clients and shareholders.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Business Strategy
Investment Bank
The Investment Bank is made up of two principal businesses: Fixed Income & Currencies (FIC) and Investment Banking &
Capital Markets (IBCM). Across these businesses, corporate and institutional clients are offered a comprehensive range of
services encompassing financing, market making, risk-management solutions, advisory and debt and equity issuance. The
segment regionally encompasses Europe, Americas and APAC/MEA.
In 2025, the Investment Bank delivered a strong performance, with a revenue increase of 9% compared to 2024, a
materially increased return on equity and improved cost/income ratio. This performance reflects the execution of
strategic priorities, enhancing the service offering for clients and building on the franchise development over recent
years. During the year, Deutsche Bank was also named “World’s Best FX Bank” in the 2025 Euromoney FX Awards,
reaffirming the bank’s position as one of the leading banks in this market and demonstrating an enhanced offering to
clients.
The Investment Bank intends to concentrate on areas of competitive strength to drive focused revenue growth across
the segment. The segment is pursuing this through three complementary priorities.
One area of focus is to position IBCM to become a leading European franchise and build on German leadership and a
focused global offering, with the aim of strengthening IBCM’s position in core sectors and expanding Advisory and Equity
Capital Markets capabilities, while maintaining the strength of the Debt franchise. This includes deepening corporate
client relationships closely aligned with the Corporate Bank and lending, acquiring new clients to broaden industry
coverage, and investing in sector and product expertise. A key priority is developing Equity distribution capability to
support Equity Capital Markets growth.
In parallel, the segment expects to further invest in the FIC platform to reinforce its strong global position. In the
Americas, growth is expected to come from targeted investments in selected business lines, while capital allocation to
Financing should help offset spread compression, supported by initiatives to deepen client relationships.
Complementing these efforts, the strategy intends to further leverage the Global Hausbank by driving cross-business
collaboration with the Corporate Bank to complete coverage across advisory and risk management, the Private Bank, and
Asset Management, thereby unlocking opportunities in asset origination, distribution, and joint product development.
The segment aims to harness technology and artificial intelligence to transform client service and offerings in a
controlled environment. This is expected to be supported by technology investment over the next three years, delivering
solutions that enhance client experience through advanced data analytics and execution. The implementation of
artificial intelligence enabled automation and end-to-end process redesign should create efficiencies, enabling more
time for client engagement and maintaining a competitive cost/income ratio, while strengthening control frameworks to
ensure safe and sustainable scalability.
Capital is planned to be deployed selectively to support priority growth areas and to develop capital-light franchises
such as Advisory and Equity Capital Markets. The segment plans to align this disciplined utilization of capital with high-
return opportunities while leveraging the segment’s capabilities and investor network to distribute risk effectively.
Finally, the Investment Bank intends to optimize the relationship lending book and enhance client level value creation
through advanced analytics.
By combining focused growth in core franchises, a scalable technology driven operating model, and disciplined capital
deployment, the Investment Bank reinforces its role in scaling the Global Hausbank and is positioned to deliver
sustainable profitability. This strategy supports Deutsche Bank’s ambition to create long-term value for clients and
shareholders through 2028 and beyond.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Business Strategy
Private Bank
The Private Bank serves over 20 million clients across 60 markets worldwide. The Private Bank is organized into two client
sectors: Personal Banking and Wealth Management (formerly Wealth Management & Private Banking). In Germany,
Personal Banking leads the market with around 18 million clients and operates through two main, complementary retail
brands: Deutsche Bank as the Hausbank for financial advice and Postbank as a digital-first provider for everyday banking.
In addition, norisbank offers a fully digital banking proposition, while BHW specializes in home-finance solutions. In Italy,
Spain and India, Personal Banking supports retail and emerging affluent clients, acting as a feeder into Wealth
Management. In Germany and across international markets, Wealth Management delivers the Global Hausbank
proposition to high-net-worth and ultra-high-net-worth individuals and their family offices, while also serving affluent
clients in Europe.
In 2025, Personal Banking made significant progress in its transformation journey toward a digital-first, omni-channel
business model by right-sizing the physical sales network, investing in modern branch formats, upgrading remote
advisory, and accelerating the roll-out of digital and mobile services. A major milestone was the migration of Deutsche
Bank’s and norisbank's online, mobile, and telephone banking services to the cloud, enabling faster deployment of new
digital features. These upgrades strengthened client engagement across digital channels while also supporting
successful deposit campaigns.
In Wealth Management, revenues grew across both home and international markets, with robust asset gathering in
investment solutions, particularly in discretionary portfolio mandates. The franchise also expanded its alternative-
investment offering, supported by the launch of a new private markets fund in collaboration with DWS and Partners
Group, a Swiss-based alternative asset manager. Commercial momentum with entrepreneurs and family-office clients
remained strong, reinforced by deeper One-Bank collaboration with the Corporate Bank, the Investment Bank and DWS.
The evolution of the Wealth Management proposition was also recognized in the industry, earning 15 Euromoney ‘Best
Private Bank’ awards in 2025, including ‘Best Bank for Entrepreneurs’ for the third consecutive year, alongside regional
and market-specific accolades.
Private Bank has outlined its ambitions for 2028 to enhance shareholder value through focused growth, strict capital
discipline and a more scalable operating model.
Focused growth remains central to both client sectors. In Personal Banking, the deposit offering and new account
models are positioned as an entry point for prospective clients, while discretionary investments and pension solutions
aim to evolve customer relationships into long-term engagements. Omni-channel interaction and advisory, enriched by
artificial-intelligence-driven insights, are expected to further elevate client experience. In Wealth Management, the
priority is to grow client assets by expanding in core markets and deepening relationships with ultra-high-net-worth
individuals, family offices and family entrepreneurs. This ambition is supported by strategic hiring, strengthened lending
capabilities and an expanded suite of investment solutions.
To reinforce strict capital discipline, Personal Banking plans to free up capital through securitizations of retail loans and
the optimization of portfolios that do not meet targets for shareholder-value accretion. The released capital is expected
to be redeployed to self‑fund growth in Wealth Management and to accelerate investments in strategic initiatives.
Private Bank aims to streamline and scale its operating model by simplifying products, processes and IT. The plan
includes consolidating legacy infrastructure into modern, cloud‑based core banking platforms and deploying agentic
artificial intelligence to automate front‑to‑back workflows. In Personal Banking, the business is further optimizing its
sales network by reshaping the branch footprint in line with customer preferences and advancing efficiency initiatives to
support a more scalable, digitally enabled service model. Wealth Management expects to capture artificial-intelligence-
driven process and platform efficiencies across booking centers, while maintaining cost discipline and delivering a
globally consistent client experience.
Through focused growth, strict capital discipline, and a scalable operating model, the Private Bank is laying the
foundation for its long-term evolution to strengthen its overall contribution to the Global Hausbank.
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Asset Management
Deutsche Bank’s Asset Management segment comprises the consolidated results of its 79.5%-owned, listed affiliate
DWS Group GmbH & Co. KGaA (DWS). The segment advanced Deutsche Bank’s strategy by executing on its four
strategic pillars Growth, Value, Build and Reduce in 2025. At the same time, the segment prepared to apply the three
levers of focused growth, strict capital discipline and a scalable operating model by 2028.
In Growth, the Passive franchise, represented by the Xtrackers brand, expanded in Europe and the U.S. with sustainable,
thematic and actively managed ETFs, and Alternatives gained momentum in infrastructure and private markets. The
European Long-Term Investment Fund (ELTIF) launched by DWS, Deutsche Bank and Partners Group broadened access
for investors across private equity, private credit, real estate and infrastructure, reinforcing the franchise’s strength in this
area.
In Value, Asset Management delivered mature active strategies across equity and fixed income and continued to scale
multi-asset solutions, focusing on resilient offerings for institutional clients and the growing importance of pensions,
investment advisory and outsourced Chief Investment Officer (CIO) services.
In Build, the business advanced digitalization by developing embedded investment solutions and digital assets,
establishing an Application Programming Interface (API)-driven ecosystem with distribution partners, and progressing
AllUnity’s launch of a regulated euro-denominated stablecoin.
In Reduce, capital and resources were reallocated from lower-return or sub-scale products to priority areas, supported
by fund transfers, mergers and closures, enabling self-funded growth.
By 2028, Asset Management aims to support scaling the Global Hausbank by concentrating on focused growth on five
priorities, strict capital discipline and a more scalable operating model.
As Gateway to Europe, Asset Management intends to accelerate infrastructure investments and expand private credit
with the Corporate Bank and the Investment Bank, and aims to widen distribution through selective regional expansion
and the joint development of innovative products and digital investment solutions with the Private Bank.
Top 5 in Top 5 aims to build on the market leadership in Germany, enhance the strategic partnership in China with
Harvest Fund Management and start collaborations with local players to establish scalable positions in the five largest
global economies. Xtrackers benefits from its strong European footprint and thematic product demand in Asia/Pacific
and the U.S., while the solutions franchise expands in the institutional channel, including third party insurance mandates.
Future of Finance is expected to advance embedded investment via an API ecosystem, develop digital-asset services
including stablecoins and on-chain products, and apply artificial intelligence to portfolio construction, risk insights and
operations.
Under Bullish Germany and Global Hausbank, Asset Management expects to capture home-market opportunities in
Germany and leverage Deutsche Bank’s value chain across origination, structuring and distribution.
Asset Management maintains strict capital discipline by reallocating resources toward high‑return opportunities,
streamlining its product shelf and operating model, and advancing efficiency through talent optimization, automation,
AI, and near‑shoring, thereby driving scalable growth for the Global Hausbank and supporting improved earnings and
cost efficiency.
The scalable operating model is designed to convert growth into earnings with discipline. Asset Management continues
its strategy to optimize the platform, near-shore and internalize key functions, build enabling teams and make targeted
hires in Alternatives, while broadening the Xtrackers platform and investing in data and digital capabilities. The approach
is to limit additional costs despite growth so operating leverage improves the cost and income profile through 2028.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F The competitive environment
The competitive environment
Geopolitical developments regarding the war in Ukraine continued to influence the economic environment and risk
perception, as did developments in the Middle East. In addition, U.S. administration trade policy caused market volatility
and affected trade flows throughout 2025.
The global economy maintained a steady growth momentum of 3.4%. In particular, trade policy compromises between
the U.S. and its trading partners, along with various tariff reductions, notably dampened trade policy uncertainty.
Inflation decelerated to 3.4%, supporting private consumption and allowing some central banks to implement further
interest rate cuts.
Developed economies benefited from the trade compromises and reduced uncertainty. Economic momentum varied
regionally in 2025, resulting in overall GDP growth of 1.7%. Inflation eased gradually to 2.6%. Some central banks further
lowered their key interest rates from previously restrictive levels.
Emerging markets showed greater resilience than expected despite negative growth and trade shocks from U.S. tariffs.
Emerging Markets maintained GDP growth of 4.4% in 2025. Central banks gained space to cut rates due to lower
inflation of 3.9% and reduced dollar strength. Additionally, improved fiscal impulses from external sources and lower
energy prices provided further support.
Despite external trade headwinds, the Eurozone economy showed robust growth of 1.4%, thanks to resilient domestic
demand. Nevertheless, GDP growth rates varied regionally. Inflation trended downwards to an annual average of 2.1%,
almost reaching the European Central Bank's 2% target. Therefore, the ECB was in a position to leave its deposit rate
unchanged at a neutral level in the second half of the year.
Germany's GDP almost stagnated, growing by a mere 0.2% in 2025. The economy continued to struggle with competitive
disadvantages in foreign trade. Despite initial positive impulses from the now expansionary fiscal policy, domestic
demand also lacked momentum. Inflation eased to 2.2%, supporting private consumption to a certain degree; yet
sentiment remained weak. The cooling of the robust labor market has slowed.
U.S. GDP growth slowed to 2.0% in 2025. The shutdown of the federal government adversely affected economic activity
in the second half of the year. However, AI-related investments supported growth. Reduced food import tariffs eased
some inflationary pressure. Consumer price inflation decelerated gradually to 2.8%. Labor market risks likely prompted
the Federal Reserve to further cut its key interest rate despite above-target inflation.
The impact of U.S. tariffs on the Japanese economy was limited. GDP growth accelerated to 1.4% in 2025. Business
sentiment remained robust. An increase in real employee compensation supported consumption recovery. Inflation
remained elevated at 3.2%, driven by rising food prices. Therefore, the Bank of Japan tightened its monetary policy.
Asian economies grew by an average of 5.4% in 2025. GDP momentum benefited primarily from strong growth in India, in
addition to impulses from China. Inflation decreased noticeably to 0.9%, which supported private consumption and
allowed some central banks to implement further interest rate cuts.
China reached its GDP growth target of 5.0% in 2025, though momentum slowed throughout the year. This was largely
due to policy efforts addressing overcapacity and excessive competition. The government's efforts to boost consumer
durable goods purchases through trade-in subsidies had a diminishing effect. Inflation decelerated somewhat to 0%.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F The competitive environment
2026 Outlook
Statements in this section are based on Deutsche Bank's expectations regarding future economic developments in 2026,
and may not materialize. The outlook for the global economy in the following section reflects Deutsche Bank Research’s
general expectations regarding future economic developments. Economic assumptions the Group used in the bank’s
models are laid out separately in the respective sections.
Global growth is projected to slow to 3.3% in 2026, mainly due to an expected deceleration in emerging market
economies. Nevertheless, a reduction in trade-related uncertainties, increased investments in AI, and expanded
government spending in Europe are anticipated to boost GDP growth in developed countries. Global inflation is forecast
to remain stable at 3.3%.
Developed economies are likely to benefit from the easing of global trade tensions and maintain GDP growth of 1.9%.
Moreover, receding inflation to 2.2% could pave the way for further interest rate cuts by several central banks. While
some countries are fiscally consolidating, German fiscal policy will be expansive.
Growth momentum in emerging markets will likely fade to 4.2% given Asia's expected slowdown, while Europe
anticipates a slight pickup in GDP growth. Inflation should ease in Europe and Latin America, but rise in Asia, resulting in
an average of 4.0% in 2026. Lower inflation and a weaker USD should provide central banks with some scope to cut
interest rates.
In the Eurozone, German government spending on defense and infrastructure is expected to boost the economy.
However, only a moderate start to the year is expected to curb GDP growth momentum to 1.1% annually. At 1.7%,
headline inflation is likely to be below the ECB’s target of 2%. The ECB is expected to hold its key interest rates
unchanged in 2026.
Driven by expansionary fiscal policy, the German economy is expected to recover markedly and grow by 1.5%.
Government spending should also generate a "crowding-in" effect on private investment. However, exporters likely still
face headwinds from higher trade barriers and competition. Cooling in the labor market is likely to end as economic
momentum picks up. Private consumption is expected to gain momentum as inflation eases to 2.0%.
In the U.S., growth momentum should accelerate to 2.9%, driven by supportive financial conditions, tax relief, and
reduced trade policy uncertainty. Moreover, AI-related investments are expected to provide further impetus. The labor
market is likely to stabilize. Despite elevated inflation, the Federal Reserve is expected to cut its policy rate at least to a
neutral level due to labor market risks.
The Japanese economy is expected to maintain a moderate GDP growth rate of 0.9% in 2026. While the impact of U.S.
tariff policy on Japan is anticipated to be limited, rising wages and decelerating inflation are likely to support household
consumption. Headline inflation is expected to ease to 1.9%. The Bank of Japan is likely to implement a further interest
rate hike.
The Asian economy is expected to grow by 4.9% in 2026. Even with an anticipated deceleration in China and India,
growth momentum is likely to stay robust in the region. Easing trade tensions should offer continued support to
economic activity. An inflation rate of 2.2% and a softer USD are expected to provide central banks with some scope for
easing their monetary policy.
In China, GDP growth is likely to slow somewhat to 4.5% as "anti-involution policies" dampen overcapacity and
investment in machinery and equipment. Nevertheless, fiscal and monetary policies are expected to remain supportive.
The slow recovery of the real estate market remains a headwind for private consumption. Inflation is expected to pick up
to 1.5%.
There are a number of risks to the bank’s global economic outlook. From a trade policy perspective, tensions could
reignite, especially along strategically important supply chains, particularly between China and the U.S. geopolitical risks
remain elevated in various regions, for example, in Ukraine, Asia, and the Middle East. Financial market valuations
surrounding the progress of artificial intelligence and associated infrastructures could potentially be sources of market
volatility. Furthermore, high government debt ratios could, alongside questionable policy measures for consolidation,
lead to fluctuations in bond yields.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F The competitive environment
Competitor landscape
Statements in this section are based on Deutsche Bank's expectations regarding future economic and industry
developments in 2026, and may not materialize. The industry outlook is based on Deutsche Bank Research’s general
assessments. The Group’s economic assumptions are described separately in the relevant sections.
Deutsche Bank competes in the financial services sector with a wide variety of competitors including other universal
banks, commercial banks, savings banks and other public sector banks, broker dealers, investment banking firms, asset
management firms, private banks, investment advisors, payments services providers, financial technology firms and
insurance companies. Some of the competitors are global like Deutsche Bank, while others have a regional, product or
niche client footprint. Deutsche Bank competes on a number of factors, including the quality of client relationships,
transaction execution, products and services, innovation, reputation and price.
In 2025, the strong performance of the European banking industry continued. Despite of lower interest rates, banks were
able to limit the pressure on net interest income, while strengthening non-interest income at the same time. Loan
volumes with the private sector in the Euro area picked up moderately, with more momentum in mortgages due to lower
rates than in corporate lending which in some countries such as Germany still struggled due to a weak macro economy.
Credit standards and loan demand were largely flat following the previous tightening in standards and decline in loan
demand. Surging demand for mortgages was the main exception. A benign capital markets environment provided
tailwinds for fee and commission income. Corporate finance revenues globally rose across the board, led by mergers &
acquisitions and equity capital markets. Trading volumes also improved, particularly for U.S. equities, not least because
of unusual geopolitical and economic policy uncertainty. With asset quality remaining sound and administrative
expenses contained, profitability stayed close to post-financial crisis highs. Capital ratios were broadly flat at record
levels, despite banks returning significant capital to shareholders via dividends and share buybacks.
The global banking industry is expected to continue to operate in a relatively favorable environment during 2026. While
economic growth may remain similar to 2025, it is likely to shift slightly between regions. Interest rates may slightly
decrease in the U.S., but are expected to stay unchanged in the Euro area, thus maintaining overall supportive conditions
for banks’ net interest income. Fee and commission income in investment banking and asset management could benefit
from a benign capital markets performance with contained volatility as economic policy uncertainty is expected to
decline from elevated levels in 2025. Asset quality may stay largely resilient, resulting in profitability remaining strong.
This should allow banks to continue returning significant capital to shareholders. On the back of robust earnings and
higher stock market valuations, bank merger & acquisition activity in selected markets will probably continue, especially
among smaller and mid-tier institutions. Meanwhile, ongoing geopolitical fragmentation poses downside risks for
international trade, growth and financial markets, simultaneously raising demand for banks’ hedging and advisory
services. Strong growth in private credit markets, foremost in the U.S., constitutes an opportunity for banks to extend
credit, while also intensifying competition and triggering financial stability concerns. Increasing adoption of artificial
intelligence might allow for efficiency gains and cost savings, but likewise requires considerable investments, strict
supervision and monitoring of possibly evolving implications, including for financial stability.
European banks are likely to see a moderate acceleration in demand for credit, both from corporates as economic growth
improves as well as from households as lower interest rates bolster the mortgage business. Surging defense spending by
governments may translate into tailwinds for European banks. The effect may be particularly pronounced in Germany
due to broader domestic fiscal expansion. Securing a level playing field in regulation compared to global and especially
U.S. peers will become increasingly important for EU banks as trends diverge (i.e., the U.S. are set for deregulation across
a broad range of areas, whereas prudential requirements in Europe are expected to rise over the coming years). Progress
on the EU’s Savings and Investments Union might support capital market integration and performance. A sustainable end
to Russia’s war against Ukraine would offer upside potential for the economy and financial markets, and therefore also
benefit the banking industry.
U.S. banks should benefit from a pickup in credit demand, lower cost of risk and lower unrealized losses on bond holdings
if economic growth edges higher and interest rates fall as expected. Even more beneficial in the longer term could be a
reduction in capital requirements currently being discussed by regulators. This might strengthen U.S. banks’ competitive
position particularly abroad, in corporate as well as investment banking. At the same time, domestic competition from
non-bank financial institutions such as private equity, asset management firms or crypto providers could intensify. Bank
performance in 2026 will also depend on whether recent capital market momentum persists.
Banks in China remain under pressure from slowing economic growth and deflationary pressures which should lessen
somewhat in 2026. Interest rates are likely to stay low, keeping a lid on banks’ net interest margin. Banks in Japan will
probably face a mixed environment: slowing economic expansion may hold back revenue growth, whereas rising interest
rates could offset the impact. In addition, Japanese banks could benefit from their significant U.S. exposure, if U.S.
growth were to pick up and regulation is loosened.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F The competitive environment
In Deutsche Bank’s home market Germany, the retail banking market remains fragmented, and the competitive
environment is influenced by the three-pillar system of private banks, public banks and cooperative banks. In recent
years, competitive intensity remained elevated, particularly due to increased activity levels from foreign players and
digital-only actors such as digital banks, including new or recent entrants.
Looking at the wider banking ecosystem, the evolution of financial technology firms remains as much an opportunity as a
challenge for banks. While Deutsche Bank sees the risk of banking disruption primarily through big technology
companies and in select product areas, particularly the unregulated segments, many banks have also taken the
opportunity to partner with financial technology firms and leverage their solutions, including in the field of artificial
intelligence, to become more efficient and/or develop differentiated delivery channels for end clients. In addition,
private credit firms are increasingly becoming competitors for banks, especially in the U.S. market.
Regulatory environment
Various new legislative and regulatory proposals were issued in recent years, covering topics such as regulatory capital,
liquidity, resolution planning, central bank digital currencies and digital assets.
Capital, liquidity and leverage requirements: During 2025, the EU started the application of the comprehensive package
of reforms with respect to European Union banking rules which implement the Final Basel III set of global reforms,
changing how banks calculate their Risk Weighted Assets. The package amended the EU Capital Requirements
Regulation (CRR) and the Capital Requirements Directive (CRD).
The amendments of the CRR and CRD (commonly referred to as "CRR 3" and "CRD 6") include, among other things, a
gradually introduced output floor establishing minimum risk-weighted assets that will ultimately be set at 72.5% of the
risk-weighted assets calculated under the standardized approach, changes to standardized and internal ratings-based
approaches for determining credit risk, changes to the credit valuation adjustment, a revision of the approaches for
operational risks and reforms to the market risk framework as set out in the Fundamental Review of the Trading Book
(FRTB), adjustments to the Pillar 2 requirements (P2R) and the Systemic Risk Buffer (SyRB) and a “fit-and-proper” set of
rules for the senior staff managing banks. Other measures are aimed at addressing sustainability risks by requiring banks
to identify, disclose and manage environmental, social and governance risks as part of their risk management framework
and include regular climate stress testing by the banks’ supervisors. The implementation of the changes to CRR and CRD
has the potential to increase Deutsche Bank’s risk-weighted assets and will likely affect its business by raising its
regulatory capital and liquidity requirements and by leading to increased costs.
In connection with the Final Basel III package, the European Commission adopted in 2025 a Delegated Regulation
postponing the application of certain elements of the CRR 3 related to the market risk framework by one more year to
January 2027 and consulted on the way forward after January 2027. This was in order to ensure a level playing field for
these rules, given that other major jurisdictions would apply them later or were not clear about their implementation
timeline.
On the back of the CRR 3 and CRD 6 finalization and as empowered therein, the EBA continued to work on technical
elements through regulatory standards and guidance (regulatory products), by issuing consultations and, in some
instances, final regulatory products. These regulatory products have the potential to increase Deutsche Bank’s risk-
weighted assets and will likely affect its business by raising its regulatory capital and liquidity requirements, increasing
costs or impacting other parts of the business.
In parallel, the UK Prudential Regulation Authority (PRA) delayed the implementation of its package implementing the
Final Basel III reforms, known as Basel 3.1. until January 2027, and consulted on the way forward in particular for FRTB.
The European Commission also issued a legislative proposal with changes in the regulatory requirements for
securitizations of EU banks, including changes in the CRR and Securitization Regulation (SecReg). These changes have
the potential to change the regulatory treatment Deutsche Bank applies to its securitization business. The package is
now under negotiation by the EU co-legislators.
In 2025, the U.S. banking regulators have publicly stated they are undertaking a comprehensive review of the regulatory
and supervisory frameworks applicable to U.S. banks, bank holding companies and intermediate holding companies. The
U.S. banking regulators are actively considering changes to the regulatory capital rules to implement revisions to Basel III
finalized by the Basel Committee on Banking Supervision (the “Basel Committee”) in 2017. The future of any such
revisions is highly uncertain. In addition, the Federal Reserve Board has issued proposals to enhance the transparency,
accountability and predictability of its supervisory stress testing framework.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F The competitive environment
The Basel Committee on Banking Supervision made several announcements and consulted on several topics, including
banks’ management of Counterparty Credit Risk (CCR). The final rules, if implemented by the bank’s supervisors, have
the potential to change the procedures around Deutsche Bank’s CCR management.
Central Clearing Counterparties (CCPs): A regulation amending the European Market Infrastructure Regulation and an
amending Directive (EMIR 3.0 package) came into force end of 2024 bringing changes to derivatives clearing thresholds,
reporting and transparency requirements and introducing a requirement for financial and non-financial counterparties to
open an active account at an EU CCP for certain derivative instruments and to clear a set number of representative
trades. Throughout 2025, European legislative authorities have consulted upon and progressed the development of
various level 2 technical standards relating to requirements introduced by EMIR 3.0, including technical standards on the
active account requirement which was adopted by the European Commission in October 2025 and was published in the
Official Journal of the EU and the European Union on February 6, 2026 and enters into force on February 20, 2026, i.e.
twenty days after the publication.
In terms of equivalence and recognition determinations for third country CCPs, the European Securities and Markets
Authority (ESMA) and the Reserve Bank of India have signed an updated Memorandum of Understanding (MoU) on
January 27, 2026, which opens the procedure for Indian CCPs to be re-recognised by ESMA. Deutsche Bank expects this
process to be finalized over the next few months. Until then, the BaFin continues to allow German credit institutions
including Deutsche Bank the possibility to remain members of six Indian CCPs. In January 2025, the European
Commission extended time-limited equivalence for U.K. CCPs for an additional period of three years until June 30, 2028.
Savings and Investments Union: The European Commission published its strategy for the Savings and Investments Union
(SIU) on March 19, 2025, setting out the Commission’s priorities for the ongoing development of the EU’s capital markets
and banking sector, including its intention to encourage wider participation in investment products. Notably, the
Commission adopted a legislative package in December 2025 aimed at reforming aspects of EU financial market
supervision, facilitating innovation in the EU’s financial markets (including the use of distributed ledger technology), and
reducing obstacles to market integration such as those affecting the cross border distribution of investment funds
throughout the EU. The package will be scrutinized by the Council of the EU and the European Parliament throughout
2026.
Benchmarks: The European Commission’s legislative reform to the scope of the EU Benchmarks Regulation was
published in the Official Journal of the EU on May 19, 2025 and entered into force on June 8, 2025. Applying from
January 1, 2026, the scope of the original Benchmarks Regulation has been reduced to primarily concern so-called
‘critical’ or ‘significant’ benchmarks as well as EU Climate Transition and EU Paris-aligned benchmarks and certain
commodity benchmarks, with many non-significant benchmarks now excluded from the scope of the regulation.
Digital Transformation: Several jurisdictions progressed initiatives in 2025 to both address risks and capitalize on the
benefits associated with the digitalization of financial services and address the growing dependence on so-called critical
third parties. Work in this area is expected to continue with a focus on data protection, open data access, payment
innovation, e-privacy, cybersecurity, fraud prevention, operational resilience and capital treatment of crypto assets.
As of January 2025, EU financial entities are required to have in place enhanced governance and risk management
requirements in respect of ICT risks apply to EU financial entities under the EU’s Digital Operational Resilience Act
(DORA), and as of 2026 certain ‘designated critical ICT third-party service providers’ are subject to the direct supervision
and oversight of the European Supervisory Authorities.
The MiCA Regulation has been fully applicable since December 2024, and various guidance publications, Regulatory
Technical Standards and Implementing Technical Standards to supplement certain governance and compliance
requirements in the MiCA Regulation have been published by the EBA and ESMA throughout 2025.
The Data Act as a horizontal set of rules on data access and use that respects the protection of fundamental rights was
published in December 2023 and became fully applicable in September 2025, complementing the Data Governance Act
as part of the European data strategy. It aims to deliver wide-ranging benefits for the European economy and society by
encouraging data-driven innovation. It lays the foundation for so-called sectoral data spaces and data-sharing
agreements and introduces rules for switching of cloud service providers.
Specific to the financial sector, the European Commission published a proposal for Financial Data Access legislation
(FiDA) in June 2023. Building on lessons learned from the EU’s Second Payment Services Directive, FiDA seeks to
introduce mandatory data-sharing obligations among financial institutions across a broad range of financial products and
accounts, including investments, savings, loans and insurance. The proposed scope is not limited to account and
transaction data, but also covers customer onboarding information with the aim of facilitating comparability,
competition and switching of providers. The Council reached an agreement on the European Commission’s proposal in
December 2024. Trilogue negotiations with the European Parliament started in April 2025 and formal adoption of the
FiDA legislation is expected in the first half of 2026.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F The competitive environment
The European AI Act was published in July 2024 and initial provisions for prohibited AI use cases became applicable on
February 2, 2025, and the remainder of the requirements will become applicable on August 2, 2026. In the U.S. the
Trump Administration published an AI Action Plan in July 2025 detailing its strategy for creating a reg-lite environment
to foster rapid AI development and deployment. A key focus of this strategy is restricting the ability of individual States
to impose burdensome AI regulations. In December 2025 the Administration issued an Executive Order calling for the
development of a federal AI reporting and disclosure framework that would also pre-empt any conflicting state laws.
This Order also directs the Attorney General to form a task force to identify restrictive AI laws and commence litigation to
block their enforcement. The SEC has also withdrawn its proposal that would have required investment advisers to
disclose conflicts of interest relating to AI-related technologies.
In March 2024, the final Instant Payments Regulation was published to make instant payments in Euro available to all
citizens and businesses. This regulation will become applicable in a staggered approach, starting with the initial
obligation for banks and payment service providers to be able to receive instant payments in euros which became
applicable in January 2025, followed by the obligation for banks and payment service providers to be able to send
instant payments and comply with the mandatory “verification of payee” service for incoming instant credit transfers
became applicable on October 9, 2025. Later stages of applicability extend these obligations to payments service
providers outside the Euro area that offer euro-denominated payment services. Furthermore, in November 2025, the EU
Parliament and Council reached an agreement on further changes to the EU’s payment services legislative framework
proposed as part of the third EU Payment Services Directive and a new Payment Services Regulation, focusing on the
prevention of and liability for fraud. Formal adoption of the legislative acts is still outstanding.
In addition, the European political and regulatory landscape continues to be driven by a desire to increase “digital
sovereignty”. This goal translates into active support for European initiatives in the field of digital identities and cloud
services, while at the same time it leads to greater scrutiny of non-European technologies and respective providers,
including calls for on-shoring of data and services.
The ECB is pursuing the possible issuance of the digital euro as a new form of digital central bank money (CBDC) to the
wider public. The ECB, in close cooperation with the digital euro scheme's Rulebook Development Group (RDG) is
advancing technical work to establish a rulebook for the digital euro and continuing to support the legislative process for
the introduction of the digital euro. The ECB estimates that if EU lawmakers adopt the legal framework for the digital
euro as a legal tender together with a proposed legal framework clarifying the role of euro banknotes and coins as a legal
tender and their interplay with the digital euro, the digital euro could be issued during 2029. Given that these legislative
uncertainties are ongoing, it is challenging to assess the actual impact of the digital euro on banks. The Bank of England
and the U.K. government continue to explore the feasibility for a digital pound, with the project now in its ‘design phase’
but with no final decision on whether to issue a digital pound yet made. In January 2025, President Trump signed an
executive order prohibiting federal agencies in the United States from undertaking action to establish or promote the use
of CBDCs.
Work by U.K. and U.S. authorities focused on cloud services and the role of critical third-party service providers that are
not regulated financial entities, but whose service provision is critical to the functioning of the financial market. In
November 2024, the UK FCA and the Bank of England (BoE) published a final oversight framework for critical third
parties which took effect from January 2025 with an initial step to assign the designation status of critical third parties. In
June 2023, the U.S. banking regulators jointly issued supervisory guidance related to third-party risk management
practices for banking organizations.
In October 2024, the U.S. Treasury Department issued a final rule implementing Executive Order 14105 by prohibiting or
requiring notification of certain outbound U.S. investments to China (including Hong Kong and Macau) in
semiconductors, quantum computing technology, and AI. The final rule came into effect on January 2, 2025, and
includes (1) prohibitions on certain investments made by U.S. persons and their controlled foreign entities in the Chinese
semiconductor, microelectronic, quantum information technology, and artificial intelligence sectors; and (2)
requirements for U.S. persons to notify Treasury of certain other investments in these sectors. In December 2025,
Congress codified and expanded Treasury’s outbound investment framework as part of the 2026 National Defense
Authorization Act (NDAA). Specifically, the law requires expansion of the framework to include i) Russia, Iran, Venezuela
(under the Maduro regime). North Korea, and Cuba and ii) super-computing and hypersonic systems. Treasury has 450
days after enactment of the NDAA (until the first quarter of 2027) to implement these changes, and additional updates
and clarifications are likely.
Changes in federal law as well as regulatory and supervisory posture are expected to continue in the United States,
including with respect to digital assets. In July 2025, the President’s Working Group on Digital Asset Markets published a
report providing recommendations for legislation and regulation to facilitate innovation related to digital assets in the
United States. In July 2025, President Trump signed the GENIUS Act into law, which provides a statutory framework for
the regulation of payment stablecoins. The U.S. Congress is also considering legislation to provide jurisdictional clarity
related to the regulation of digital assets in the United States.
55
Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F The competitive environment
Anti-Money Laundering and Other Financial Crime: The new EU anti-money laundering (AML) and countering the
financing of terrorism (CFT) legislative package (referred to as the AML/CFT Package) entered into force (applicable from
July 10, 2027). The AML/CFT Package contains a regulation on AML/CFT establishing directly applicable rules (AML
Regulation), a sixth directive on AML/CFT, a regulation establishing the EU AML/CFT Authority (AMLA). One key element
of the AML/CFT Package is the establishment of an integrated European AML supervisory mechanism closely involving
national supervisors and the newly established AMLA as well as the creation of a unified AML/CFT regulatory framework
which includes directly applicable AML/CFT rules and requirements throughout the EU (single EU rulebook). The single
rulebook expands the list of obliged entities and includes harmonized, more detailed and granular rules for requirements
such as customer due diligence, beneficial ownership, and AML/CFT risk management.
Climate change, environmental and social issues
2025 saw a continuation in the global development of sustainability-related regulation, some of which will become
applicable to Deutsche Bank from 2026 onwards. Key themes over the course of the year included ongoing
conversations surrounding supply chain due diligence legislation, deforestation guidelines, a proposed Omnibus
simplification proposal to ensure more streamlined and transparent reporting standards, as well as a proposed reworking
of the Sustainable Finance Disclosure Regulation 2.0 (SFDR).
ESG ratings proposals and reporting requirements: The EU ESG Ratings Regulation was published in the Official Journal
of the European Union in December 2024 and will apply from July 2, 2026. In the U.K., the FCA is preparing to implement
a new regulatory framework for ESG ratings, which is expected to take effect on June 29, 2028. This initiative follows the
release of draft legislation in October 2025, designed to bring ESG ratings under FCA supervision. On December 1, 2025,
the FCA published a consultation paper outlining proposed rules and guidance for ESG ratings providers. The
consultation will remain open until March 31, 2026, with final rules anticipated in the fourth quarter of 2026.
The German Act Against Unfair Competition (UWG) and the EU Empowering Consumers for the Green Transition
Directive (EmpCo) play an increasingly significant role in shaping ESG claims. The UWG already prohibits misleading
commercial practices. Upon transposition of EmpCo, the German “blacklist” (implementing the Annex to the Unfair
Commercial Practices Directive) will be expanded to include additional practices. Specifically, “generic environmental
claims" (e.g. “climate neutral” or “eco‑friendly”) are prohibited in principle unless they are appropriately specified and
substantiated. Also, the use of sustainability labels, which are not based on a public authority scheme or a third party
certification system will be restricted. Furthermore, product-related climate claims implying a neutral/reduced/positive
greenhouse gas impact will be prohibited where they rely on compensation/offsetting outside the product's value chain.
At the EU level, EmpCo forms part of the EU's anti-greenwashing framework and must be transposed into national law
from March 27, 2026, with application from September 27, 2026. In Germany, the Unfair Commercial Practices Directive-
related changes are expected to be implemented primarily through amendments to the UWG (including its Annex), while
the Consumer Rights Directive related information duties will require changes in parallel consumer information rules.
Overall, companies should expect heightened scrutiny; environmental and sustainability‑related claims should be clear,
specific, and supported by robust, verifiable evidence to avoid giving misleading impressions and triggering related legal
challenges. Enforcement under the UWG will follow national mechanisms (e.g. via complaints brought by competitors or
associations).
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F The competitive environment
ESG Reporting Requirements: 2025 saw firms implementing the Corporate Sustainability Reporting Directive (CSRD) and
its associated European Sustainability Reporting Standards (ESRS), which extended reporting requirements for
corporates and banks. Provided that the CSRD has been transposed into the respective national laws in line with the
initial implementation deadline in 2024, companies previously subject to the Non-Financial Reporting Directive (NFRD),
were required to report for the first time under ESRS for the financial year 2024, with a first Sustainability Statement to
be published in 2025. The so-called Stop-the-Clock Directive adopted in April 2025, among other things, postponed by
two years the entry into application of the CSRD requirements for large companies that had not yet started reporting as
well as listed SMEs. Although Germany has further postponed the adoption of the CSRD implementing law pending the
adoption of the so-called Omnibus Package, which is meant, among other things, to simplify sustainability reporting
requirements and significantly increase the thresholds for companies falling within the scope of the CSRD, the bank
voluntarily applied ESRS as reporting framework for the Sustainability Statement in 2025. Should the Omnibus Package
be adopted in the form of the provisional agreement reached between the European Parliament and the Council of the
EU in December 2025, only companies with more than 1,000 employees on average during the fiscal year and annual net
turnover of more than € 450 million would be subject to a streamlined sustainability reporting regime from 2028
(reporting on fiscal year 2027). Member states would have the option to exempt from the reporting requirements for the
fiscal years 2025 and 2026 companies that had to start reporting for fiscal year 2024 and will no longer be in scope
under the revised CSRD.
In the U.S., the California Air Resources Board (CARB) published two climate-related reporting regulations: SB 253
(Climate Corporate Data Accountability Act) and SB 261 (Climate-Related Financial Risk Act), which require both public
and private U.S.-based companies (including U.S. subsidiaries of non-U.S. companies) that do business in California to
publish and submit climate-related financial risk reports with the CARB and report greenhouse gas emissions data in
2026. However, in response to an injunction granted by the Ninth Circuit Court of Appeals in the ongoing litigation
against SB 261 and SB 253, CARB confirmed on December 1, 2025 that it would not take enforcement action against
any entity that does not post and submit a climate-related financial risk report pursuant to SB 261 by the January 1, 2026
statutory deadline. The injunction does not affect SB253 and hence, the CARB proposed deadline of August 10, 2026 for
compliance with this Act remains intact.
In March 2024, the SEC adopted rules that would have required U.S. listed companies (such as Deutsche Bank) to provide
certain climate-related information in their registration statements and annual reports. These rules have now been
stayed by the SEC pending the outcome of ongoing litigation, which the SEC has declined to defend. However, bills
proposed or adopted by the legislatures of certain U.S. states may still impose disclosure or other sustainability
requirements.
Environmental legislation: The EU Deforestation Regulation (EUDR) initially issued in June 2023 will begin applying to
certain companies in 2026. EUDR requires companies trading in cattle, cocoa, coffee, oil palm, rubber, soya and wood -
and products derived from these commodities (e.g., meat products, leather, chocolate, glycerol, soybeans, wood and
products such as books) to conduct extensive due diligence on the value chain. On December 23, 2024, a regulation
amending EUDR to introduce a 12-month delay in implementation of the Deforestation regulation, which was scheduled
to apply from December 30, 2024, was published in the Official Journal of the European Union. On December 23, 2025,
another regulation revising EUDR, introducing a one-year postponement for medium/large companies to December
2026 and micro/small companies to June 30, 2027 was published in the Official Journal of the European Union. The
European Commission is expected to review the administrative burden by April 30, 2026.
Sustainability Due-Diligence: At an EU level, the Corporate Sustainability Due Diligence Directive (CSDDD) was
provisionally agreed by the Member States and the European Parliament in December 2023 and finalized in July 2024.
The CSDDD outlines obligations for corporations to identify, mitigate, minimize and prevent adverse impacts on the
environment and human rights for their business chain of activities. Should the Omnibus Package be adopted in the form
of the provisional agreement reached between the European Parliament and the Council of the EU in December 2025,
the CSDDD would have to be implemented into national law by EU member states by July 26, 2028 and would be
applicable to companies in scope from July 2029. Only companies with more than 5,000 employees on average during
the fiscal year and an annual net turnover exceeding € 1.5 billion would fall under the CSDDD. The due diligence
obligations under the revised CSDDD would be significantly cut back, including the obligation to adopt a climate
transition plan.
In Germany, the starting date for reporting under Supply Chain Due Diligence Act (SCDDA) or
Lieferkettensorgfaltspflichtengesetz "LkSG"), which has been in force since January 1, 2023, was pushed out from April
30, 2024 to December 31, 2025, to align with CSRD and ESRS requirements. On October 1, 2025, the German Federal
Office for Economic Affairs and Export Control announced that it will not be reviewing the submission and publication of
reports under SCDDA. While the failure to submit reports will not be subject to sanctions, other due diligence obligations
under SCDDA continue to apply and a failure to comply will be subject to sanctions.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Regulation and Supervision
Regulation and Supervision
Deutsche Bank’s operations throughout the world are regulated and supervised by the relevant authorities in each of the
jurisdictions where the bank conducts business. Such regulation relates to licensing, capital adequacy, liquidity, risk
concentration, conduct of business as well as organizational and reporting requirements. It affects the type and scope of
the business the bank conducts in a country and how it structures its operations.
Highlights
As part of the Banking Package 2021, the amendment of the Capital Requirements Regulation and the Capital
Requirements Directive (commonly referred to as “CRR 3” and “CRD 6”) finalize, in particular, the implementation of the
Basel III framework in the European Union. CRR 3 and CRD 6 were published in the EU Official Journal in June 2024. CRR
3 was applicable from January 1, 2025, with certain elements of the regulation being phased in over subsequent years.
With some exceptions regarding transposition and application dates, the European Member States shall, in principle,
adopt and publish, by January 10, 2026, the laws, regulations and administrative provisions necessary to comply with
CRD 6 and apply those measures from January 11, 2026. The German Banking Directive Implementation and
Bureaucracy Reduction Act (BRUBEG) has already been adopted by the German Parliament. Pending completion of the
legislative process, BRUBEG is expected to be published in the Federal Gazette in the first half of 2026, with the
effective dates of the various parts of BRUBEG being scheduled between the day after publication and January 11, 2027.
CRR 3 and CRD 6 include, among other things, a gradually introduced output floor establishing minimum risk-weighted
assets that will ultimately be set at 72.5% of the risk weighted assets calculated under the standardized approach,
changes to standardized and internal ratings-based approaches for determining credit risk, changes to the credit
valuation adjustment, a revision of the approaches for operational risks and reforms to the market risk framework as set
out in the FRTB, adjustments to the Pillar 2 requirements and the systemic risk buffer (SyRB), a “fit-and-proper” set of
rules for the senior staff managing banks, minimum requirements for the prudential supervision of third-country
branches, and a provision for future dedicated legislation on the prudential treatment of crypto asset exposures and
interim own-funds requirements for certain crypto-asset exposures. Other measures address sustainability risks by
requiring banks to identify, disclose and manage environmental, social and governance risks as part of their risk
management framework and include regular climate stress testing by the banks’ supervisors. CRR 3 and CRD 6 do not
entail any adjustments to the capital requirements for green or brown assets. Rather, climate-related risks are captured
by the existing EU risk-based prudential framework. The implementation of CRR 3 and CRD 6 has the potential to
increase Deutsche Bank’s risk-weighted assets and will likely affect its business by raising its regulatory capital and
liquidity requirements and by leading to increased costs.
Deutsche Bank AG is authorized and regulated by the European Central Bank (ECB) and the German Federal Financial
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht or “BaFin”). Following the departure of the United
Kingdom (U.K.) from the European Union as a result of Brexit, and European Union law ceasing to be applicable in the U.K.
as from end of 2020, Deutsche Bank AG received a new UK authorization (Part 4A) from the PRA in December 2022.
Pursuant to that authorization, Deutsche Bank AG continues to provide banking and other financial services in the U.K.
both from its London Branch and also on a cross-border basis. Divergence between U.K. and European Union law will
potentially, and increasingly, pose challenges for both Deutsche Bank AG and the financial services industry generally.
The following sections present a description of the regulation and supervision of Deutsche Bank’s business in its home
market Germany under the European Union framework of regulation, in the United Kingdom and in the United States.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Regulation and Supervision
Regulation in Germany under the Regulatory Framework of the European Union
Deutsche Bank is subject to comprehensive regulation under German law and regulations promulgated by the European
Union which are directly applicable law in Germany.
The German Banking Act (Kreditwesengesetz) and the CRR are important sources of regulation for German banks with
respect to prudential regulation, licensing requirements, and the business activities of financial institutions. In particular,
the German Banking Act requires that an enterprise which engages in one or more of the activities categorized in the
German Banking Act as “banking business” or “financial services” in Germany must be licensed as a credit institution
(Kreditinstitut) or financial services institution (Finanzdienstleistungsinstitut), as the case may be. Deutsche Bank AG is
licensed as a credit institution and is authorized to conduct banking business and to provide financial services.
Significant parts of the regulatory framework for banks in the European Union are governed by the CRR. The CRR
includes requirements relating to regulatory capital, risk-based capital adequacy, monitoring and control of large
exposures, consolidated supervision, leverage, liquidity and public disclosure, including Basel III standards.
Certain other requirements that apply to Deutsche Bank, including those with respect to capital buffers, organizational
and risk management requirements, are set forth in the German Banking Act and other German laws, partly implementing
European Union directives such as the CRD.
Deutsche Bank AG, headquartered in Frankfurt am Main, Germany, is the parent institution of Deutsche Bank Group.
Under the CRR, Deutsche Bank AG, as credit institution and parent company, is responsible for regulatory consolidation
of all subsidiary credit institutions, financial institutions, asset management companies and ancillary services
undertakings. Generally, the bank regulatory requirements under the CRR and the German Banking Act apply both on a
stand-alone and a consolidated basis. However, banks forming part of a consolidated group may receive a waiver with
respect to the application of specific regulatory requirements on an unconsolidated basis if certain conditions are met.
As of December 31, 2025, Deutsche Bank AG benefited from such a waiver, according to which Deutsche Bank AG needs
to apply the requirements relating to own funds, large exposures, exposures to transferred credit risks, leverage and
disclosure by institutions, as well as certain risk management requirements, only on a consolidated basis.
Capital Adequacy Requirements
Minimum Capital Adequacy Requirements (Pillar 1)
The minimum capital adequacy requirements for banks are primarily set forth in the CRR. The CRR requires German
banks to maintain an adequate level of regulatory capital in relation to the total of their risk positions, referred to as total
exposure amount. Risk positions include credit risk positions, market risk positions and operational risk positions
(including, among other things, risks related to certain external factors, as well as to technical errors and errors of
employees). The most important type of capital for compliance with the capital requirements under the CRR is Common
Equity Tier 1 capital. Common Equity Tier 1 capital primarily consists of share capital, retained earnings and other
reserves, subject to certain regulatory adjustments. Another component of regulatory capital is Additional Tier 1 capital,
which includes, for example, certain unsecured subordinated perpetual capital instruments and related share premium
accounts. An important feature of Additional Tier 1 capital is that the principal amount of the instruments will be written
down, or converted into Common Equity Tier 1 capital, when the Common Equity Tier 1 capital ratio of the financial
institution falls below a minimum of 5.125% (or such higher level as the issuing bank may determine). Common Equity
Tier 1 capital and Additional Tier 1 capital together constitute Tier 1 capital. An additional type of regulatory capital is
Tier 2 capital which generally consists of long-term subordinated debt instruments. Tier 1 capital and Tier 2 capital
together constitute own funds.
Under the CRR, banks are required to maintain a minimum ratio of Tier 1 capital to total risk exposure amount of 6% and a
minimum ratio of Common Equity Tier 1 capital to total risk exposure of 4.5%. The minimum total capital ratio of own
funds to total risk exposure is 8%.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Regulation and Supervision
Capital Buffers
The German Banking Act also requires banks to build up a mandatory capital conservation buffer (Common Equity Tier 1
capital amounting to 2.5% of total risk exposure), and authorizes the BaFin to set a domestic countercyclical capital
buffer (CCyB) for Germany (Common Equity Tier 1 capital of generally 0% to 2.5% of total risk exposure, or more in
particular circumstances) during periods of high credit growth. The CCyB for Germany is currently set at 0.75%. In order
to comply with the CCyB requirement, banks must calculate their institution-specific CCyB as the weighted average of
the CCyBs that apply to them in the jurisdictions where their relevant credit exposures are located. Accordingly, the total
CCyB requirement, if any, with which Deutsche Bank needs to comply also depends on the corresponding buffer
requirements in other jurisdictions. In addition, BaFin may require banks to build up a capital buffer to prevent and
mitigate long term non-cyclical systemic or macro-prudential risks not otherwise covered by CRR/CRD (SyRB) (Common
Equity Tier 1 capital of a minimum of 0.5% of the total risk exposure amount). Any SyRB determined by BaFin in excess of
5% would require prior authorization of the European Commission. A SyRB with regard to residential real estate financing
is currently set in Germany at 1%. Furthermore, since December 31, 2023, BaFin has imposed an additional SyRB of 4.5%
to all risk exposure amounts in Norway and with effect from June 30, 2025, the reciprocal application of the sectoral
systemic risk buffer of 1% ordered by the Banca d'Italia in Italy with respect to all credit risk exposures and counterparty
credit risk exposures located in Italy entered into effect. G-SIIs are subject to an additional capital buffer (Common
Equity Tier 1 capital of up to 3.5% of the total risk exposure amount, which the BaFin determines for German banks based
on a scoring system measuring the bank’s global systemic importance. Deutsche Bank’s current G-SII capital risk buffer is
1.5% until December 31, 2025 and has been reduced to 1% effective January 1, 2026. BaFin can also determine a capital
buffer of Common Equity Tier 1 capital of up to 3% of the total risk exposure amount for other systemically important
banks (so-called O-SIIs) in Germany, based on criteria measuring, among others, the bank’s importance for the economy
in Germany and the European Economic Area (EEA). Deutsche Bank is subject to treatment both as a G-SII, as well as an
O-SII (on a consolidated basis). Any risk buffer for O-SIIs that exceeds the threshold of 3% requires prior authorization by
the European Commission. Deutsche Bank’s current O-SII capital buffer is 2%. The buffers for G-SIIs and the buffer for O-
SIIs are not cumulative; only the higher of these buffers applies. However, such higher buffer and the SyRB are
cumulative. If the total buffer is higher than 5%, BaFin needs to seek approval by the European Commission. If a bank fails
to build up the required capital buffers, it will be subject to restrictions on the pay-out of dividends, share buybacks and
discretionary compensation payments. Also, within the single supervisory mechanism (SSM), the ECB may require banks
to maintain higher capital buffers than those required by the BaFin.
Leverage Ratio
The CRR also provides for a Tier 1 capital-based binding minimum leverage ratio requirement of 3%. The minimum
leverage ratio requirement is calculated on a non-risk basis and complements the other risk-based capital requirements.
In addition to the minimum leverage ratio requirement, the CRR provides for a leverage ratio buffer requirement for G-
SIIs (such as Deutsche Bank), which must be met with Tier 1 capital and is set at 50% of the G-SII's risk-weighted capital
buffer rate. Certain aspects relating to the leverage ratio buffer requirement as contained in the CRD (such as, among
others, restrictions on the pay out of dividends if the requirements are not met) must be implemented in the laws of the
individual Member States.
Pillar 2 Capital Requirements and Guidance
Furthermore, the ECB may impose capital and leverage ratio requirements on individual significant credit institutions
which are more stringent than the statutory minimum requirements set forth in the CRR, the German Banking Act or the
related regulations. Upon completion of the supervisory review and evaluation process (SREP) discussed in greater detail
below, the competent supervisory authority makes a SREP decision in relation to each relevant bank, which may include
specific capital and liquidity requirements for each affected bank. Any such additional bank-specific capital
requirements resulting from the SREP are referred to as Pillar 2 requirements for its solvency and leverage ratios in
addition to the statutory minimum capital and buffer requirements. Institutions must meet their Pillar 2 requirements for
solvency ratios with at least 75% of Tier 1 capital and at least 56.25% of Common Equity Tier 1 capital and for the
leverage ratio with Tier 1 capital, respectively.
In addition, the ECB may decide following the SREP to communicate to individual banks an expectation to hold a further
Pillar 2 add-on, the so-called Pillar 2 guidance, to its Common Equity Tier 1 and leverage ratio. The ECB has stated that it
generally expects banks to meet the Pillar 2 guidance, although it is not legally binding and failure to meet the Pillar 2
guidance does not automatically have legal consequences. The competent supervisory authority may take a range of
other measures based on the SREP outcome to address shortcomings in a bank’s governance and risk management
processes or its capital or liquidity position, such as prohibiting dividend payments to shareholders or distributions to
holders of regulatory capital instruments.
For details of Deutsche Bank’s regulatory capital, see “Management Report: Risk Report: Risk and Capital Performance”
in Deutsche Bank’s Annual Report 2025.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Regulation and Supervision
MREL Requirements
As discussed below under “Recovery and Resolution”, to ensure that European banks have a sufficient amount of
liabilities with loss-absorbing capacity, they are required to meet MREL determined for each institution individually on a
case-by-case basis. The European Union implemented the Financial Stability Board’s (FSB) TLAC standard for global
systemically important banks (“G-SIBs”, such as Deutsche Bank) by introducing a Pillar 1 MREL requirement for G-SIIs
(the European equivalent term for G-SIBs). This requirement is based on both risk-based and non-risk-based
denominators and will be set at the higher of 18% of total risk exposure and 6.75% of the leverage ratio exposure
measure. It can be met with Tier 1 or Tier 2 capital or debt that meets specific eligibility criteria. Deduction rules apply for
holdings by G-SIIs of TLAC instruments of other G-SIIs. In addition, the competent authorities have the ability to impose
on G-SIIs individual MREL requirements that exceed the statutory minimum requirements.
Limitations on Large Exposures
The CRR also contains the primary restrictions on large exposures, which limit a bank’s concentration of credit risks. The
German Banking Act and the German Large Exposure Regulation (Großkredit- und Millionenkreditverordnung)
supplement the CRR in this regard. Under the CRR, Deutsche Bank’s exposure to a customer and any customers affiliated
with such customer ("group of connected clients") is deemed to be a “large exposure” when the value of such exposure is
equal to or exceeds 10% of its Tier 1 capital. All exposures to customers forming a group of connected clients are
aggregated for these purposes. In general, no large exposure may exceed 25% of Deutsche Bank’s Tier 1 capital, or, in
case the customer is a bank designated as G-SII, 15% of its Tier 1 capital. For exposures in the trading book, the large
exposure regime may give greater latitude, subject to an additional own funds requirement.
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Deutsche Bank Item 4: Information on the company
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Liquidity Requirements
The CRR introduced a liquidity coverage requirement intended to ensure that banks have an adequate stock of
unencumbered high quality liquid assets that can be easily and quickly converted into cash to meet their liquidity needs
for a 30-calendar day liquidity stress scenario. The required liquidity coverage ratio (LCR) is calculated as the ratio of a
bank’s liquidity buffer to its net liquidity outflows. Also, banks must regularly report the composition of the liquid assets
in their liquidity buffer to their competent authorities.
In addition, the CRR provides for a net stable funding ratio (NSFR) to reduce medium- to long-term funding risks by
requiring banks to fund their activities with sufficiently stable sources of funding over a one-year period. The NSFR is
defined as the ratio of a bank’s available stable funding relative to the amount of required stable funding over a one-year
period. Banks must maintain an NSFR of at least 100%. The NSFR applies to both the Group as a whole and to individual
SSM regulated entities, including the parent entity Deutsche Bank AG.
The ECB may impose on individual banks liquidity requirements which are more stringent than the general statutory
requirements if the bank’s continuous liquidity would otherwise not be ensured.
Separation of Proprietary Trading Activities by Universal Banks
The German Separation Act (Gesetz zur Abschirmung von Risiken und zur Planung der Sanierung und Abwicklung von
Kreditinstituten und Finanzgruppen) provides that deposit-taking banks and their affiliates are prohibited from engaging
in proprietary trading that does not constitute a service for others, high-frequency trading, and credit or guarantee
transactions with hedge funds and comparable enterprises that are substantially leveraged, unless such activities are
exempt or excluded, or in the case where no such exemption or exclusion is available, is transferred to a separate legal
entity, referred to as a financial trading institution (Finanzhandelsinstitut). The separation requirement applies if certain
thresholds are exceeded, which is the case for Deutsche Bank. In addition, the German Separation Act authorizes the
BaFin to prohibit the deposit-taking bank and its affiliates, on a case-by-case basis, from engaging in market-making and
other activities that are comparable to the activities prohibited by law, if these activities may put the solvency of the
deposit-taking bank or any of its affiliates at risk. In the event that the BaFin orders such a prohibition, the respective
activities must be discontinued or transferred to a separate financial trading institution. The financial trading institution
may be established in the form of an investment firm or a bank and may be part of the same group as the deposit-taking
bank. However, it must be economically and organizationally independent from the deposit-taking bank and its other
affiliates, and it has to comply with enhanced risk management requirements. Deutsche Bank has established a
compliance and control framework to ensure that no prohibited activities are conducted. As a result, Deutsche Bank has
not established a financial trading institution.
Anti-Financial Crime, Money Laundering, Sanctions, Fraud, Bribery and
Corruption
Financial sector participants are required to take steps to prevent the abuse of the financial system through money
laundering and other financial crime. The European Union has continually sought to strengthen its framework for anti-
money laundering and combating the financing of terrorism, in line with international standards set by the Financial
Action Task Force. To that end, a set of legal instruments (the “AML/CFT Package”) was published in the EU Official
Journal with a July 2024 effective date. One key element of the AML/CFT Package is the establishment of an integrated
European AML supervisory mechanism closely involving national supervisors and the newly established EU Anti-Money
Laundering Authority (AMLA) as well as the creation of a single rulebook. The single rulebook expands the list of obliged
entities and includes harmonized, more detailed and granular rules on requirements such as customer due diligence,
beneficial ownership, and AML/CFT risk management. The requirements of the Anti-Money Laundering Regulation and
Anti-Money Laundering Directive 6 will be applicable from July 10, 2027. Eventually, once the AML/CFT Package has
been implemented, AMLA will directly supervise certain cross-border financial sector entities in the highest risk category,
which is expected to include Deutsche Bank, facilitate cooperation among financial intelligence units and coordinate
national authorities. Generally, the requirements (such as know-your-customer requirements) currently set out in the
German AML Act (Geldwäschegesetz) and the German Banking Act apply to all business lines and infrastructure units as
well as all subsidiaries and affiliates that undertake AML-relevant business and in which Deutsche Bank AG has a
dominating influence. 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 that the bank conducts
its business and performs its processes in compliance with applicable laws, regulations, and associated supervisory
expectations. 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.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Regulation and Supervision
Preventing, detecting and reporting financial crime and complying with applicable laws and regulations is vital to
ensuring the stability of banks, such as Deutsche Bank, and the integrity of the international financial system.
Deutsche Bank is required to comply with economic sanctions laws and regulations in the jurisdictions in which it
operates, including sanctions administered and enforced by the United Nations Security Council, the European Union,
the United States, the United Kingdom, and other sanctions measures imposed by governments in jurisdictions where the
bank operates, as applicable. Deutsche Bank therefore operates a sanctions program reasonably designed to comply
with applicable sanctions. As sanctions continue to increase in breadth and complexity, this necessitates continued
updating of the bank’s policies, procedures, processes, and controls.
Deutsche Bank, its management board and supervisory board members and its employees are subject to fraud, bribery
and corruption laws and regulations under the German Criminal Code (Strafgesetzbuch) and in the other countries in
which it conducts business. The UK Bribery Act 2010 has extraterritorial reach and requires Deutsche Bank to design and
develop appropriate measures to mitigate bribery and corruption risk and to establish controls and safeguards to
mitigate such risks.
Data Protection and Cyber Risk
Deutsche Bank has to comply with all applicable data protection laws in the countries in which it operates. In Germany
and the other European Union Member States, the regulation on the protection of natural persons with regard to the
processing of personal data and on the free movement of such data, also referred to as the General Data Protection
Regulation (GDPR), became applicable in the European Union in May 2018. It relates to data protection and privacy
rights of individuals within the European Union and addresses the export of personal data to other jurisdictions. The
GDPR primarily aims at giving individuals control over their personal data and to unifying the regulatory environment for
cross-border business. The GDPR contains provisions and requirements pertaining to the processing of personal data of
individuals and applies to businesses inside the European Union that are processing personal data. The regulation
furthermore applies to businesses outside of the European Union if goods or services are offered to data subjects in the
European Union, or if the behavior of data subjects in the European Union is being monitored. The GDPR imposes
compliance obligations and grants broad enforcement powers to supervisory authorities, including the authority to levy
significant fines for non-compliance. For the U.S., Deutsche Bank maintains a cyber security and data privacy program
that complies with the Gramm Leach Bliley Act as well as SEC and New York Department of Financial Services rules.
Under the German Banking Act (Gesetz über das Kreditwesen) and the BaFin’s Minimum Requirements for Risk
Management for Banks (Mindestanforderungen an das Risikomanagement), information security needs to be an integral
part of a financial institution’s IT strategy and risk management. The BaFin requires that financial institutions establish a
comprehensive information and cyber security program, define standards, implement controls and adhere to their
resulting security policies and standards in accordance with evolving business requirements, regulatory guidance, and an
emerging threat landscape. In addition, the Digital Operational Resilience Act (DORA), applicable since January 17, 2025,
and its pertinent Regulatory Technical Standards (RTS) and Implementing Technical Standards (ITS) provide for a
comprehensive framework of rules on digital operational resilience for regulated financial institutions, including
Deutsche Bank AG, in a harmonized form throughout the European Union. Information security risk management within
Deutsche Bank is part of vendor risk management for any procurement if information technology or outsourcing activity
include the use of new technologies like cloud services. Information security risk (also referred to as cyber risk) is a
component of operational risk assessed in the context of the SREP under Guidelines on ICT Risk Assessment issued by
the EBA, which expects financial institutions to protect the confidentiality, integrity, and availability of customer data
and information assets. Such guidelines are complemented by the EBA’s Guidelines on ICT and Security Risk
Management an updated version of which was issued on February 11, 2025 in the context of the application of DORA.
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Deutsche Bank Item 4: Information on the company
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Remuneration Rules
Under the German Banking Act and the German Credit Institution Remuneration Regulation
(Institutsvergütungsverordnung), as well as the directly applicable EBA Guidelines on sound remuneration policies under
Directive 2013/36/EU, Deutsche Bank AG is subject to certain restrictions on the remuneration it pays to its management
board members and employees. These remuneration rules implement requirements of the CRD and impose a cap on
bonuses. Pursuant to this cap, the variable remuneration for management board members and employees must not
exceed the fixed remuneration. The maximum variable remuneration may be increased to twice the management board
member's or employee’s fixed remuneration if expressly approved by the shareholders’ meeting with the required
majority. In addition, Deutsche Bank AG is obliged to identify individuals who have a material impact on the bank’s risk
profile (“material risk takers”). Such material risk takers are subject to additional rules, such as the requirement that at
least 40% or, as the case may be, up to 60% of the variable remuneration granted to them must be on a deferred basis.
The minimum deferral period is four years and may increase to five years depending on certain factors. For certain
material risk takers the minimum deferral period is set at five years. Also, at least 50% of the variable remuneration for
material risk takers must be paid in shares of the bank or instruments linked to shares of the bank. Variable compensation
of material risk takers has to be subject to an ex-post risk adjustment mechanism and to a claw back provision in case of
personal wrongdoing. These deferral and claw back provisions do not apply to a material risk taker whose variable
remuneration does not exceed € 50,000 gross and 1/3 of the total annual remuneration. Finally, Deutsche Bank is
required to comply with certain disclosure requirements relating to the remuneration it pays to, and its remuneration
principles in respect of, its material risk takers and other affected employees.
In addition, as an issuer whose shares are listed on the New York Stock Exchange (NYSE), the bank has adopted
compensation recovery mechanisms to recoup previously awarded compensation in the event of an accounting
restatement. See below under “Regulation and Supervision in the United States”.
For details of Deutsche Bank’s remuneration system, see “3 - Compensation Report” in Deutsche Bank’s Annual
Report 2025.
Deposit Protection and Investor Compensation in Germany
The Deposit Protection Act and the Investor Compensation Act
The German Deposit Protection Act (Einlagensicherungsgesetz) and the German Investor Compensation Act
(Anlegerentschädigungsgesetz) provide for a mandatory deposit protection and investor compensation system in
Germany, based on a European Union directive on deposit guarantee schemes (DGS Directive) and a European Union
directive on investor compensation schemes.
The German Deposit Protection Act (which implements the DGS Directive into German law) requires that each German
bank participates in one of the statutory government-controlled deposit protection schemes
(Entschädigungseinrichtungen). Since October 2021, the Entschädigungseinrichtung deutscher Banken GmbH (EdB),
which has been commissioned by the German Federal Ministry of Finance to operate the mandatory deposit protection
scheme, is the sole German deposit protection scheme for all German banks. The EdB collects and administers the
contributions of the member banks, and settles any compensation claims of depositors in accordance with the German
Deposit Protection Act.
Under the German Deposit Protection Act, deposit protection schemes are generally liable for obligations resulting from
deposits denominated in any currency in an amount of up to € 100,000 per depositor and bank. Certain depositors, such
as banks, insurance companies, investment funds and governmental bodies, are excluded from coverage.
Deposit protection schemes are financed by annual contributions of the participating banks proportionate to their
potential liabilities, depending on the amount of covered deposits and the degree of risk the bank is exposed to. The
target level of 0.8% of the total covered deposits of the participating banks has been reached by July 3, 2024. Deposit
protection schemes may also levy special contributions if required to settle compensation claims.
Deposit protection schemes will be required to contribute to bank resolution costs if resolution tools are used. The
contribution made by the deposit protection scheme is limited to the compensation it would have to pay if the affected
bank had become subject to insolvency proceedings. Furthermore, deposit protection schemes may provide funding to
its participating banks to avoid their failure under certain circumstances.
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Under the German Investor Compensation Act, in the event that the BaFin ascertains a compensation case, EdB as
Deutsche Bank AG’s deposit protection scheme is also required to compensate 90% of the aggregate claims of each
covered creditor arising from securities transactions denominated in Euro or in a currency of any other Member State up
to an amount of the equivalent of € 20,000. Many financial markets participants such as banks, insurance companies,
investment funds, governmental bodies or medium-sized and large corporations, however, do not benefit from this
coverage.
Voluntary Deposit Protection System
Liabilities to creditors that are not covered by a statutory compensation scheme may be covered by the Deposit
Protection Fund (Einlagensicherungsfonds) set up by the Association of German Banks (Bundesverband deutscher
Banken e.V.) of which Deutsche Bank AG is a member. The Deposit Protection Fund protects deposits, i.e., generally
credit balances credited to an account or resulting from interim positions which the bank is required to repay, up to
certain maximum amounts and subject to certain exclusions, of private individuals, foundations and corporates. Deposits
of banks, broker-dealers and other financial sector entities, such as insurance and re-insurance undertakings or
investment funds as well as governmental agencies, are excluded.
The financial resources of the Deposit Protection Fund are funded by contributions of the participating banks. If the
resources of the Fund are insufficient, banks may be required to make special contributions, in particular if the resources
of the Deposit Protection Fund become stretched due to bank insolvencies or otherwise. In order to avoid the need for
special contributions in the context of the failure of a member of the Deposit Protection Fund, Deutsche Bank may on
occasion participate in solutions to address such bank failure outside of the statutory or voluntary deposit protection
system.
In 2021, the Association of German Banks launched a far-reaching reform project for its Deposit Protection Fund that has
started phasing in from 2023 onwards. Deposits held with non-German branches of Deutsche Bank AG are no longer
covered unless grandfathering rules apply. Also, absolute cover limit amounts will apply to all depositors. These amounts
were € 5 million per depositor from January 1, 2023 onwards which have been reduced to € 3 million from January 1,
2025 and will be further reduced to € 1 million from January 1, 2030. For corporates the limits will be ten times higher
but limited to deposits with a maturity of up to twelve months.
Market Conduct, Investor Protection and Infrastructure Regulation
Under the German Securities Trading Act (Wertpapierhandelsgesetz), the BaFin regulates and supervises securities
trading, including the provision of investment services, in Germany. The German Securities Trading Act contains, among
other things, disclosure and transparency rules for issuers of securities that are listed on a German exchange and
organizational requirements as well as rules of conduct which apply to all businesses that provide investment services.
Investment services include, in particular, the purchase and sale of securities or derivatives for others and the
intermediation of transactions in securities or derivatives as well as investment advice. The BaFin has broad powers to
investigate businesses providing investment services to monitor their compliance with the organizational requirements,
rules of conduct and reporting requirements. In addition, the German Securities Trading Act requires an independent
auditor to perform an annual audit of the investment services provider’s compliance with its obligations under the
German Securities Trading Act.
A related area is the Market Abuse Regulation (MAR) which establishes a common European Union framework for, inter
alia, insider dealing, the public disclosure of inside information, market manipulation, and managers’ transactions. The
German Securities Trading Act, which had contained rules on market abuse prior to the entering into force of the MAR,
continues to supplement the MAR in this respect, for example by providing for sanctions in case of violations of the MAR.
In addition, the Markets in Financial Instruments Directive (MiFID), implemented primarily by the German Securities
Trading Act, and the Markets in Financial Instruments Regulation (MiFIR) provide for more far-reaching regulation and
oversight of financial firms providing investment services or activities in the European Union by covering additional
markets and instruments, the extension of pre- and post-trade transparency rules from equities to all financial
instruments, greater restrictions on operating trading platforms, and greater sanctioning powers. The trading venues
under supervision include organized trading facilities. In addition, MiFID/MiFIR, also provide for a trading obligation for
over-the-counter (OTC) derivatives subject to mandatory clearing and which are sufficiently standardized, and investor
protection rules that significantly impact the way investment firms distribute products.
The Regulation on Key Information Documents for Packaged Retail and Insurance-based Investment Products (PRIIPs)
imposes disclosure and transparency requirements when advising on or selling to clients classified as “retail” structured
products and other complex and packaged investment products and aims at increasing investor protection.
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Beyond the infrastructure-related provisions of MiFID, PRIIPs and MiFIR, market infrastructure has been the focus of
other regulatory initiatives of the European Union that are relevant for Deutsche Bank. The Regulation on Transparency
of Securities Financing Transactions aims at increasing transparency and reducing risks associated with such
transactions. The regulation requires that repos, securities lending transactions and transactions with equivalent effect
and margin lending transactions be reported to trade repositories and requires risk disclosures and consent before assets
are reused or re-hypothecated. For the OTC derivatives markets, the European Regulation on OTC Derivatives, CCPs and
Trade Repositories, also referred to as EMIR, pursues the goals of reducing system, counterparty and operational risk and
increase transparency in the OTC derivatives markets. The regulation introduced requirements for standardized OTC
derivatives, such as central clearing, margining, portfolio reconciliation or reporting to trade repositories.
In addition, the European Union’s Regulation on Financial Benchmarks seeks to ensure the integrity and accuracy of
indices used as benchmarks for financial instruments and contracts, and prevent their manipulation. Benchmark
administrators are required to obtain authorization or registration in respect of certain benchmarks (including critical and
significant benchmarks) and are subject to rules and oversight regarding their organization, governance and conduct,
although as of January 1, 2026, many ‘non-significant’ benchmarks are no longer in scope of the EU’s benchmark
regulation. European Union-regulated banks, investment firms, fund managers and certain other supervised entities are
only permitted to use benchmarks provided in accordance with the regulation.
Legal Requirements relating to Financial Statements and Audits
As required by the German Commercial Code (Handelsgesetzbuch), Deutsche Bank AG prepares its non-consolidated
financial statements in accordance with German GAAP. Deutsche Bank Group’s consolidated financial statements are
prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union, and
the bank’s compliance with capital adequacy requirements and large exposure limits is determined solely based upon
such consolidated financial statements.
Under German law, Deutsche Bank AG is required to be audited annually by a certified public accountant
(Wirtschaftsprüfer). Deutsche Bank AG’s auditor is appointed each year at the annual shareholders’ meeting. However,
the supervisory board mandates the auditor and supervises the audit. The BaFin and the Deutsche Bundesbank
(“Bundesbank”), the German central bank, must be informed of the appointment and the BaFin may reject the auditor’s
appointment. The German Banking Act requires that a bank’s auditor inform the BaFin and the Bundesbank of any facts
that come to the auditor’s attention which would cause it to refuse to certify or to limit its certification of the bank’s
annual financial statements or which would adversely affect the bank’s financial position. The auditor is also required to
notify the BaFin and the Bundesbank in the event of a material breach by management of the articles of association or of
any applicable law. The auditor is required to prepare a detailed and comprehensive annual audit report
(Prüfungsbericht) for submission to the bank’s supervisory board, the BaFin and the Bundesbank. The BaFin and the
Bundesbank share their information with the ECB. In addition to the statutory audit directive and its amendment that has
been implemented into national law, Deutsche Bank is also subject to the European Union’s Regulation on Specific
Requirements regarding Statutory Audit of Public-Interest Entities which includes requirements for mandatory audit firm
rotation and restrictions on non-audit services.
Banking Supervision under the Single Supervisory Mechanism
Under the European Union’s system of financial supervision referred to as SSM, the ECB is the primary supervisor of all
systemically important or significant credit institutions (such as Deutsche Bank AG) and their banking affiliates in the
relevant Member States. The competent national authorities supervise the remaining, less significant banks under the
oversight of the ECB. As a result, Deutsche Bank AG is supervised by the ECB, the BaFin and the Bundesbank.
With respect to Deutsche Bank and other significant credit institutions, the ECB is the primary supervisor and is
responsible for most tasks of prudential supervision, such as compliance with regulatory requirements concerning own
funds, large exposure limits, leverage, liquidity, securitizations, corporate governance, business organization and risk
management requirements. The ECB carries out its day-to-day supervisory functions through a joint supervisory team
(JST) established for Deutsche Bank Group. The JST is led by the ECB and comprises staff from the ECB and national
supervisory authorities, including the BaFin and the Bundesbank. In addition, and regardless of whether an institution is
significant or not, the ECB is responsible for issuing new licenses to credit institutions and for assessing the acquisition
and increase of significant participations (also referred to as qualifying holdings) in credit institutions established in those
Member States of the European Union that participate in the SSM and where notification of such changes must be filed.
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Deutsche Bank Item 4: Information on the company
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The BaFin is Deutsche Bank’s principal supervisor for regulatory matters with respect to which the bank is not supervised
by the ECB. These include business conduct in the securities markets, in particular when providing investment services to
clients, payment services and implementing measures against money laundering and terrorist financing, and they also
include certain special areas of bank regulation, such as those related to the issuance of covered bonds (Pfandbriefe) and
the supervision of German home loan banks (Bausparkassen) with regard to certain regulatory requirements specifically
applicable to such home loan banks. Generally, the BaFin also supervises Deutsche Bank with respect to those
requirements under the German Banking Act that are not based upon European law. The Bundesbank supports the BaFin
and the ECB and closely cooperates with them. The cooperation includes the ongoing review and evaluation of reports
submitted by Deutsche Bank and of its audit reports as well as assessments of the adequacy of the bank’s capital base
and risk management systems. The ECB, the BaFin and the Bundesbank receive comprehensive information from
Deutsche Bank in order to monitor its compliance with applicable legal requirements and to obtain information on its
financial condition.
Supervisory Review and Evaluation Process (SREP)
For significant institutions such as Deutsche Bank, the JST conducts the SREP for an ongoing assessment of risks,
governance arrangements and the capital and liquidity situation. The SREP requires that the JSTs review the
arrangements, strategies, processes and mechanisms of supervised banks on a regular basis, in order to evaluate risks to
which these banks are or might be exposed, risks they could pose to the financial system, and risks revealed by stress
testing.
The SREP framework consists of a business model analysis, an assessment of internal governance and institution-wide
control arrangements, an assessment of risks to capital and adequacy of capital to cover these risks; and an assessment
of risks to liquidity and adequacy of liquidity resources to cover these risks. The SREP can result in Pillar 2 capital and
liquidity requirements or guidance for the relevant institution (see above “Pillar 2 Capital Requirements and Guidance”).
Audits, Investigations and Enforcement
Investigations and Supervisory Audits
The ECB and the BaFin may conduct audits of banks on a discretionary basis, as well as for cause. In particular, the ECB
may audit Deutsche Bank’s compliance with requirements with respect to which it supervises Deutsche Bank, such as
those set forth in the CRR/CRD. Findings that result from such audits may deviate from or reflect interpretations of the
laws or regulatory technical standards that differ from the bank’s or industry practice, so that the remediation of these
findings may be costly and impose restrictions on how the bank conducts its business. The BaFin may also decide to
audit the bank’s compliance with requirements with respect to which it supervises the bank, such as those relating to
business conduct in the securities markets and the regulation of anti-money laundering, to counter terrorist financing
and payment services, as well as certain special areas of bank regulation, such as those related to the issuance of covered
bonds and the supervision of German home loan banks.
The ECB as well as the BaFin may require a bank to furnish information and documents in order to ensure that the bank is
complying with applicable bank supervisory laws. The ECB and the BaFin may conduct investigations without having to
state a reason therefor. Such investigations may also take place at a foreign entity that is part of a bank’s group for
regulatory purposes. Investigations of foreign entities are limited to the extent that the law of the jurisdiction where the
entity is located restricts such investigations.
The ECB and the BaFin may attend meetings of a bank’s supervisory board and shareholders meetings. They also have
the authority to require that such meetings be convened.
Supervisory and Enforcement Powers
The ECB has a wide range of enforcement powers in the event it discovers any irregularities concerning adherence to
requirements with respect to which it supervises Deutsche Bank.
It may, for example,
–Impose additional own funds or liquidity requirements in excess of statutory minimum requirements;
–Restrict or limit a bank’s business;
–Require the cessation of activities to reduce risk;
–Require a bank to use net profits to strengthen its own funds;
–Restrict or prohibit dividend payments to shareholders or distributions to holders of Additional Tier 1 instruments; or
–Remove the members of the bank’s management or supervisory board members from office.
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To the extent necessary to carry out the tasks granted to it, the ECB may also require national supervisory authorities to
make use of their powers under national law. If these measures are inadequate, the ECB may revoke the bank’s license.
Furthermore, the ECB has the power to impose administrative fines in case of breaches of directly applicable European
Union laws, such as the CRR, or of applicable ECB regulations and decisions. Fines imposed by the ECB may amount to
up to twice the amount of profits gained or losses avoided because of the violation, or up to 10% of the total annual
turnover of the relevant entity in the preceding business year or such other amounts as may be provided for in relevant
European Union law. In addition, where necessary to carry out the tasks granted to it, the ECB may also require that the
BaFin initiate proceedings to ensure that appropriate penalties are imposed on the affected bank.
The BaFin also retains a wide range of enforcement powers. As discussed above, it may take action if instructed by the
ECB in connection with supervisory tasks granted to the ECB. With respect to supervisory tasks remaining with the BaFin,
the BaFin may take action upon its own initiative. In particular, if a bank is in danger of defaulting on its obligations to
creditors, the BaFin may take emergency measures to avert default. These emergency measures may include:
–Issuing instructions relating to the management of the bank;
–Prohibiting the acceptance of deposits and the granting of loans;
–Prohibiting or restricting the bank’s managers from carrying on their functions;
–Prohibiting payments and disposals of assets;
–Closing the bank’s customer services; and
–Prohibiting the bank from accepting any payments other than payments of debts owed to the bank.
The BaFin may also impose administrative fines under the German Banking Act and other German laws. Fines under the
German Banking Act may amount to generally up to € 5 million or, in certain cases, € 20 million, depending on the type of
offense. If the economic benefit derived from the offense is higher, the BaFin may impose fines of up to 10% of the net
turnover of the preceding business year or twice the amount of the economic benefit derived from the violation.
Finally, violations of the German Banking Act may result in criminal penalties against the members of the Management
Board or senior management.
Recovery and Resolution
Germany participates in the European Union’s single resolution mechanism (SRM), which centralizes at a European level the key
competences and resources for managing the failure of banks in Member States of the European Union participating in the
banking union. The SRM is based on the SRM Regulation and the BRRD, which in Germany are mainly implemented through the
German Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz).
Under the SRM, broad resolution powers with respect to banks domiciled in the participating Member States are granted to the
Single Resolution Board (SRB) as the central European resolution authority and to the competent national resolution authorities.
Resolution powers in particular include the power to reduce, including to zero, the nominal value of shares, or to cancel shares
outright, and to write down certain eligible subordinated and unsubordinated unsecured liabilities, including to zero, or convert
them into equity (commonly referred to as “bail-in”).
For a bank directly supervised by the ECB, such as Deutsche Bank, the SRB draws up the resolution plan, assesses the bank’s
resolvability and may require legal and operational changes to the bank’s structure to ensure its resolvability. In the event that a
bank is failing or likely to fail and certain other conditions are met, in particular where there is no reasonable prospect that any
alternative private sector measures would prevent the failure and resolution measures are necessary in the public interest, the
SRB is responsible for adopting a resolution scheme for resolving the bank pursuant to the SRM Regulation. The European
Commission and, to a lesser extent, the Council of the European Union, have a role in endorsing or objecting to the resolution
scheme proposed by the SRB. The resolution scheme would be addressed to and implemented by the competent national
resolution authorities (the BaFin in Germany).
Resolution measures that could be imposed on a failing bank may consist of a range of measures including 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 of a failing bank or the outright cancellation of shares, or the amendment, modification or variation of
the terms of the bank’s outstanding debt instruments, for example by way of deferral of payments or a reduction of the
applicable interest rate. Furthermore, by way of a “bail-in”, certain liabilities may be written down, including to zero, or
converted into equity after the bank’s regulatory capital has been exhausted.
To ensure that resolution measures can be taken effectively, contractual obligations governed by the laws of a non-EU country
or that are subject to jurisdiction outside the European Union are required to include contractual provisions that ensure that the
relevant obligation can be bailed in. In the case of financial contracts governed by the laws of a non-EU country or that are
subject to jurisdiction outside the European Union, stay acceptance clauses need to be included.
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To ensure sufficient availability of liabilities with loss-absorbing capacity that could be bailed in, the SRM Regulation and the
German Recovery and Resolution Act introduced a requirement for banks to meet Minimum Requirements for Own Funds and
Eligible Liabilities (MREL). The required level of MREL is determined by the competent resolution authorities for each supervised
bank individually on a case-by-case basis, depending on the preferred resolution strategy. In the case of Deutsche Bank AG,
MREL is determined by the SRB.
In addition, G-SIIs are subject to a special Pillar 1 MREL requirement that implements the FSB’s TLAC standard for G-SIBs (see
“MREL Requirements” above).
G-SIIs will need to predominantly rely on capital instruments or eligible subordinated debt for this purpose. Effective January 1,
2017, the German Banking Act provided for a new class of statutorily subordinated debt securities that rank as senior non-
preferred below the bank’s other senior liabilities (but in priority to the bank’s contractually subordinated liabilities, such as
those qualifying as Tier 2 instruments). Following a harmonization effort by the European Union implemented in Germany
effective July 21, 2018, banks are permitted to decide if a specific issuance of eligible senior debt will rank as senior non-
preferred debt or as senior preferred debt.
The SRB is charged with administering the Single Resolution Fund (SRF), a pool of money which is financed by bank levies in the
form of annual ex-ante contributions raised at national level, with the target level being 1% of insured deposits of all banks in
Member States participating in the SRM. The target level was reached for the first time at the end of the initial build-up period
which started in 2016 and ended on December 31, 2023. The SRB continues to verify on an annual basis whether the SRF’s
available financial means have diminished below the target level in the relevant contribution period. Based on the 2025
verification exercise, no ex-ante contributions to the SRF were collected from banks in the collection period 2025. At the
beginning of 2026, the SRB verified that at the reference date (31 December 2025), the SRF amounted to more than € 81
billion, which is above the 1% of covered deposits. Therefore, unless needed, no collection of annual contributions is foreseen
until the next verification exercise
In early 2027, the SRB will verify, again, whether the available financial means in the Single Resolution Fund equal at least 1% of
covered deposits held in the banking union. Should that not be the case, the SRB will decide whether ex ante contributions to
the SRF will be calculated and restarted to be collected in the 2027 contribution period. The SRF will be used for resolving
failing banks after other options, such as the bail-in tool, have been exhausted. In line with the German Recovery and Resolution
Act, public financial support for a failing bank should only be used as a last resort, after having assessed and exploited, to the
maximum extent possible, resolution measures set forth in the SRM Regulation and the German Recovery and Resolution Act,
including the bail-in tool.
Regulation in the EEA and Brexit
The European Union pursues common standards of laws and regulations to create consistency across the internal market
and reduce compliance and regulatory burdens for businesses operating on a cross-border basis. The EEA Agreement
extends this objective to Iceland, Liechtenstein and Norway. Within the EEA, Deutsche Bank AG generally operates in a
branch structure (and on a cross-border basis from its headquarters in Frankfurt am Main) throughout the EU Member
States under the “European Passport” legislative provisions enacted within the EU. To the extent that any Member State
deems the regulated activities of Deutsche Bank AG to be carried out within its supervisory jurisdiction, the national
competent authorities of that Member State supervise the conduct of such regulated activities. This includes, for
example, rules on treating clients fairly and rules governing a bank’s conduct in the securities market.
As a result of Brexit, the U.K. ceased to be a Member State of the European Union and European law ceased to be
applicable within the U.K. as from December 31, 2020. This meant, therefore, for the purposes of Deutsche Bank AG’s
continuation of regulated activities in the U.K., the European Passport provisions were no longer available and it was
obliged to rely upon temporary regulatory permissions while it sought new regulatory (Part 4A) permissions from the U.K.
national competent authority, namely the PRA. Deutsche Bank AG received its (Part 4A) authorization from the PRA on
December 19, 2022. With respect to its regulated activities in the U.K., and the continued operation of its London Branch,
Deutsche Bank AG is currently authorized by the PRA and subject to regulation by the FCA and limited regulation by the
PRA.
Deutsche Bank AG continues to provide banking and other financial services in the U.K. both from its London Branch and
also on a cross-border basis. In June 2023, the U.K. enacted the Financial Services and Markets Act 2023, which provides
for the eventual repeal of EU financial services laws that were retained and subsequently “assimilated” into U.K. law in
the U.K. post-Brexit, and eventual replacement with U.K. rules under a new regulatory framework. Such laws have since
been subject to consultation and varying degrees of amendment, repeal and replacement following Brexit. The growing
divergence between the financial services laws and regulations in the U.K. and the EEA gives rise to new challenges for
both Deutsche Bank AG and the financial services industry generally.
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Since Brexit, other Deutsche Bank Group entities have also had to assess whether they conduct regulated activities in the
U.K. (e.g., by providing U.K. regulated services to U.K. based clients), and where so, determine whether to seek
authorization in the U.K., or otherwise ensure such activity can be conducted pursuant to a U.K. licensing exemption (i.e.,
the “overseas persons exclusion”) or outside of U.K. licensing requirements.
Regulation and Supervision in the United States
Deutsche Bank’s operations are subject to extensive federal and state banking, securities and derivatives regulation and
supervision in the United States. Deutsche Bank engages in U.S. banking activities directly through its New York branch.
It also controls U.S. bank subsidiaries, such as Deutsche Bank Trust Company Americas (DBTCA), a U.S. broker-dealer,
Deutsche Bank Securities Inc., U.S. non-depository trust companies and other subsidiaries. Deutsche Bank holds its U.S.
subsidiaries through two intermediate holding companies, DB USA Corporation, through which Deutsche Bank’s U.S.
banking subsidiaries and the large majority of its other U.S. subsidiaries are held, and DWS USA Corporation, through
which Deutsche Bank’s U.S. asset management subsidiaries are held.
Deutsche Bank’s operations are subject to the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-
Frank Act”) and its implementing regulations, including the Dodd-Frank Act provisions known as the “Volcker Rule,”
which limit the ability of banking entities and their affiliates to engage as principal in certain types of proprietary trading
and to sponsor or invest in private equity or hedge funds or similar funds (“covered funds”), subject to certain exclusions
and exemptions. In the case of non-U.S. banking entities such as Deutsche Bank AG, these exemptions permit certain
activities conducted outside the United States, provided that certain criteria are satisfied. The Volcker Rule also limits the
ability of banking entities and their affiliates to enter into certain transactions with covered funds with which they or their
affiliates have certain relationships. The Volcker Rule also requires banking entities to establish comprehensive
compliance programs designed to help ensure and monitor compliance with restrictions under the Volcker Rule.
The Dodd-Frank Act also mandates that regulators provide for greater capital, leverage and liquidity requirements and
other prudential standards, particularly for financial institutions that pose significant systemic risk. U.S. regulators are
also able to restrict the size and growth of systemically significant non-bank financial companies and large
interconnected bank holding companies. U.S. regulators are also required to impose bright-line debt-to-equity ratio
limits on financial companies that the Financial Stability Oversight Council determines pose a grave threat to financial
stability if it determines that the imposition of such limits is necessary to minimize the risk.
Federal Reserve Board rules set forth how the U.S. operations of certain foreign banking organizations (FBOs), such as
Deutsche Bank AG, are required to be structured, as well as impose enhanced prudential standards that apply to their
U.S. operations. Under these rules, a large FBO with combined U.S. assets of U.S. $100 billion or more and U.S. non-
branch assets of US$ 50 billion or more, such as Deutsche Bank, is required to establish or designate a separately
capitalized top-tier U.S. intermediate holding company (an “IHC”) that holds substantially all of the FBO’s ownership
interests in its U.S. subsidiaries. The Federal Reserve Board may permit an FBO subject to the U.S. IHC requirement to
establish or designate multiple IHCs upon written request. Deutsche Bank AG submitted such a request and received
Federal Reserve Board approval to designate two IHCs: DB USA Corporation and DWS USA Corporation. DWS USA
Corporation is a subsidiary of DWS Group GmbH & Co. KGaA, which is approximately 80% owned by Deutsche Bank AG
and holds the bank’s Asset Management division and subsidiaries. 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. They are also subject to supplementary leverage ratio requirements,
requirements on the maintenance of TLAC and long-term debt, liquidity coverage ratio and net stable funding ratio
requirements.
The Federal Reserve Board’s October 2019 final rules categorize the U.S. operations of large FBOs based on size,
complexity and risk for purposes of tailoring the application of the U.S. enhanced prudential standards (the “Tailoring
Rules”). The Tailoring Rules did not significantly change the capital requirements that apply to DB USA Corporation or
DWS USA Corporation, though the Tailoring Rules did provide modest relief for such companies with respect to
applicable liquidity requirements so long as their combined weighted short term wholesale funding remains below US$
75 billion.
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Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Regulation and Supervision
In July 2023, the U.S. federal banking agencies issued a Notice of Proposed Rulemaking (“2023 NPR”) to implement in the
United States the Basel III reforms finalized by the Basel Committee in 2017. The 2023 NPR would have required
Category I-IV banking organizations, including DB USA Corporation, and their depository institution subsidiaries to
calculate risk-weighted assets under both the current standardized approach and a new, more risk sensitive, approach.
The risk sensitive approach in the 2023 NPR included standardized approaches for credit risk, operational risk and credit
valuation adjustment risk, as well as a new approach for market risk that would be based on internal models and
standardized supervisory models. Changes in policy priorities and personnel at the U.S. federal banking agencies in 2025
have made it uncertain when a final rule will be adopted, and how and to what extent any new proposal will differ from
the 2023 NPR. Recent public statements by the U.S. federal banking agencies indicate that they are actively
reconsidering their approach to implement the final Basel III reforms. As a result, the timing and content of any final rule,
and the potential effects of any final rule on DB USA Corporation and its depository institution subsidiaries, remain
uncertain.
The Federal Reserve Board has the authority to supervise and examine an IHC, such as DB USA Corporation and DWS
USA Corporation, and its subsidiaries, as well as U.S. branches and agencies of FBOs, such as Deutsche Bank’s New York
branch. An FBO’s U.S. branches and agencies are not required to be held beneath an IHC; however, the U.S. branches and
agencies of an FBO are subject to certain separate liquidity requirements, as well as other enhanced prudential standards
applicable to the combined U.S. operations, such as risk management and oversight and, under certain circumstances,
asset maintenance requirements. Additionally, the FBO itself is subject to certain requirements related to the adequacy
and reporting of the FBO’s home country capital and stress testing regime.
The Federal Reserve Board's single counterparty credit limits rules, which apply to the combined U.S. operations and
IHCs of certain large FBOs, including Deutsche Bank, prohibit Deutsche Bank’s IHCs from having net credit exposure to a
single unaffiliated counterparty in excess of 25 percent of the respective IHC’s Tier 1 capital. Deutsche Bank’s combined
U.S. operations (including its IHCs and New York branch) would have become separately subject to similar restrictions
beginning July 1, 2021, unless Deutsche Bank AG certified compliance with a home country large exposure regime that is
consistent with the Basel large exposure framework. Deutsche Bank AG has availed itself of substituted compliance
through certification for its combined U.S. operations, as the European Union’s framework became effective on June 28,
2021.
As a bank holding company with assets of U.S.$ 250 billion or more whose combined U.S. operations meet the criteria for
a “triennial full filer”, Deutsche Bank AG is required under Title I of the Dodd-Frank Act to prepare and submit to the
Federal Reserve Board and the Federal Deposit Insurance Corporation (FDIC) a resolution plan (the “U.S. Resolution
Plan”) on a timeline prescribed by such 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. For FBOs subject to these resolution planning requirements such
as Deutsche Bank AG, the U.S. Resolution Plan relates only to subsidiaries, branches, agencies and businesses that are
domiciled in or whose activities are carried out in whole or in material part in the United States. 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 by the October 1, 2025 due date. Deutsche Bank's next resolution
plan submission is a targeted U.S. Resolution Plan that is due by July 1, 2028.
The Dodd-Frank Act also established a new regime for the orderly liquidation of failing financial companies through the
appointment of the FDIC as receiver that is available only if the U.S. Secretary of the Treasury determines in consultation
with the U.S. President that certain criteria are met, including that the failure of the company and its resolution under
otherwise applicable federal or state law would have serious adverse effects on U.S. financial stability.
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DB USA Corporation and DWS USA Corporation are each subject, on an annual basis, to the Federal Reserve Board’s
supervisory stress testing and capital requirements. DB USA Corporation and DWS USA Corporation 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. On June 27, 2025, the Federal Reserve Board publicly released the results of its annual supervisory stress test,
which showed that DB USA Corporation and DWS USA Corporation would continue to have capital levels above
minimum requirements even under the stress test’s severely adverse scenario. DB USA Corporation and DWS USA
Corporation submitted their annual capital plans in April 2025 and will make their next capital plan submissions to the
Federal Reserve Board in April 2026. 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),
which is floored at 2.5%. The SCB equals (i) a bank holding company's projected peak-to-trough decline in Common
Equity Tier 1 capital under the annual CCAR supervisory severely adverse stress testing scenario prior to any planned
capital actions, plus (ii) one year of planned common stock dividends. The SCB is reset each year. On August 29, 2025,
the Federal Reserve Board announced an SCB for each CCAR firm based on 2025 supervisory stress testing results,
which for DB USA Corporation was 11.5% and for DWS USA Corporation was 5.3%. This SCB became effective October 1,
2025. As discussed below, in October 2025 the Federal Reserve Board proposed a rule to disclose and seek public
comments on the supervisory stress testing models. Because this proposal remains subject to public comment, the
Federal Reserve Board is maintaining the SCB requirements for all participating firms at their current levels.
Consequently, absent further action from the Federal Reserve Board, DB USA Corporation’s and DWS USA Corporation’s
SCB is scheduled to be recalibrated in 2027. In April 2025, the Federal Reserve Board issued an NPR that proposed
amendments to the SCB rule (“Proposed SCB Averaging Rule”) intended to reduce volatility in the SCB requirement by
averaging the stress test results across the current and previous capital planning cycles.
In October 2025, the Federal Reserve Board also proposed a rule to enhance the transparency and accountability of its
annual stress test (“Proposed Stress Test Transparency Rule”). Under the proposal, the Federal Reserve Board would
codify an enhanced process for annually disclosing and seeking public comments on the supervisory stress testing
models and the annual supervisory stress test scenarios and make targeted changes to reporting requirements related to
stress testing. The Proposed Stress Test Transparency Rule would also amend the Federal Reserve Board’s framework for
designing stress testing scenarios and amend the Federal Reserve Board’s stress testing policy statement. The Federal
Reserve Board disclosed for public comment the 2026 supervisory stress testing models and scenarios.
Under the Proposed Stress Test Transparency Rule, the Federal Reserve Board would disclose proposed scenarios by
October 15 of the year prior to the year in which the stress test is performed. The Federal Reserve Board would disclose
all details of the final scenarios by March 1 of the year in which the stress test is performed. The Federal Reserve Board
would also publish the supervisory stress testing models, including any material proposed changes to the models, by May
15 of the year in which the stress test is performed. To accommodate the public comment process for proposed
scenarios and set the balance sheet date prior to the release of the proposed scenarios, the proposal would move the
jump-off date for the annual supervisory and company-run stress tests from December 31 to September 30, before the
proposed scenarios are disclosed. Under the proposal, the Federal Reserve Board would continue to publish the results
of the annual supervisory stress test by June 30 of each year.
Large U.S. bank holding companies and certain of their subsidiary depositary institutions are subject to U.S. LCR and net
stable funding ratio (NSFR) requirements that are generally consistent with the Basel Committee’s revised Basel III
liquidity standards. These requirements are each applicable to DB USA Corporation, DWS USA Corporation and DBTCA.
The current U.S. LCR requirements applicable to these entities provide for 85 percent coverage of net outflows over a
projected 30-day period. The current U.S. NSFR requirements applicable to these entities provide for 85 percent
coverage of the required amount of stable funding, so long as the IHCs’ combined weighted short term wholesale
funding remains below US$ 75 billion. These entities are required to publicly report LCR information on a quarterly basis
and NSFR information on a semi-annual basis.
72
Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Regulation and Supervision
The Federal Reserve Board’s TLAC rules require, among other things, the U.S. IHCs of non-U.S. G-SIBs, including DB USA
Corporation and DWS USA Corporation, to maintain a minimum TLAC amount, and separately require them to maintain a
minimum amount of eligible long-term debt. The required TLAC amount and the ability or inability of the IHC to count
long-term debt issued externally towards the requirements varies depending on the G-SIB’s planned resolution strategy.
DB USA Corporation and DWS USA Corporation are each considered a “non-resolution covered IHC”, which means that
they are intended, under the planned global resolution strategy of their G-SIB parent (Deutsche Bank AG), to continue to
operate outside of resolution proceedings while the G-SIB parent is subject to a bail-in under the applicable European
resolution regime. The TLAC rules require a “non-resolution covered IHC” to maintain (i) internal minimum TLAC of at
least 16% of its risk-weighted assets, 6% of its Basel III leverage ratio denominator and 8% of its average total
consolidated assets, and (ii) internal eligible long-term debt of at least 6% of its risk-weighted assets, 2.5% of its Basel III
leverage ratio denominator and 3.5% of its average total consolidated assets. Eligible long-term debt instruments for
non-resolution covered IHCs are required to meet certain criteria, including issuance to a foreign company that controls
directly or indirectly the covered IHC or a foreign affiliate (a non-U.S. entity that is wholly owned, directly or indirectly, by
the non-U.S. G-SIB) and the inclusion of a contractual trigger allowing for, in limited circumstances, the immediate
conversion or exchange of some or all of the instrument into Common Equity Tier 1 instruments upon an order by the
Federal Reserve Board. Internal TLAC requirements may be satisfied with a combination of eligible long-term debt
instruments and Tier 1 capital. Each of DB USA Corporation and DWS USA Corporation would also face restrictions on its
discretionary bonus payments and capital distributions if it fails to maintain a TLAC buffer consisting of Common Equity
Tier 1 capital above the minimum TLAC requirement equal to 2.5% of risk-weighted assets. The TLAC rules also prohibit
or limit the ability of DB USA Corporation and DWS USA Corporation to engage in certain types of financial transactions.
In August 2023, the FDIC, Federal Reserve Board, and Office of the Comptroller of the Currency issued a joint NPR on
long-term debt requirements that would make limited amendments to the existing TLAC rules and would extend the
long term debt and clean-holding company portions of the Federal Reserve Board’s existing TLAC rule for U.S. G-SIBs
and U.S. IHCs of foreign G-SIBs to all large banking organizations with US$ 100 billion or more in total assets, with
virtually no tailoring and only a few other amendments to the existing TLAC rule. The timing and content of any final rule,
and the potential effects of any final rule, remain uncertain.
Furthermore, the Dodd-Frank Act provides for an extensive framework for the regulation of OTC derivatives, including
mandatory clearing, exchange trading and transaction reporting of certain OTC derivatives, as well as rules regarding
registration, capital, margin, business conduct standards, recordkeeping and other requirements for swap dealers,
security-based swap dealers, major swap participants and major security-based swap participants. The Commodity
Futures Trading Commission (CFTC) has adopted rules implementing the most significant provisions of the Dodd-Frank
Act. Pursuant to the Dodd-Frank Act, the CFTC imposes position limits on certain commodities and economically
equivalent swaps, futures and options. In addition, the CFTC's cross-border application of U.S. swap rules build on the
CFTC’s cross-border guidance from 2013 and related no-action relief letters. The Securities and Exchange Commission's
(SEC) rules regarding registration, capital, margin, risk-mitigation techniques, trade reporting, business conduct
standards, trade acknowledgement and verification requirements, recordkeeping and financial reporting, and cross-
border requirements for security-based swap dealers generally came into effect in November 2021, the first compliance
date for registration of security-based swap dealers and major security-based swap participants. Finally, the Federal
Reserve Board, the FDIC, the Office of the Comptroller of the Currency, the Farm Credit Administration and the Federal
Housing Finance Agency impose rules establishing margin requirements for non-cleared swaps and security-based
swaps on swap dealers and security-based swap dealers that are subject to U.S. prudential regulations in lieu of the
CFTC’s and SEC’s margin rules.
In addition, the Dodd-Frank Act requires U.S. regulatory agencies to prescribe regulations with respect to incentive-
based compensation at financial institutions in order to prevent inappropriate behavior that could lead to a material
financial loss; such rules were proposed in 2011 and 2016, but were not finalized. Other provisions require issuers with
securities listed on U.S. stock exchanges to establish a “claw back” policy to recoup previously awarded executive
compensation in the event of an accounting restatement; in November 2022, the SEC adopted rules to implement these
provisions that cover foreign private issuers such as Deutsche Bank. The New York Stock Exchange (NYSE), on which
Deutsche Bank’s ordinary shares are listed, has adopted listing standards to implement these rules, pursuant to which
NYSE-listed issuers, including Deutsche Bank, were required to adopt a compensation recovery policy by December 1,
2023. The compensation recovery policies the bank has adopted are attached as Exhibits 97.1 and 97.2 hereto.
The Dodd-Frank Act also grants the SEC discretionary rule-making authority to impose a new fiduciary standard on
brokers, dealers and investment advisers, which the SEC has implemented through rules and interpretive guidance
applicable to the relationships between such entities and their retail customers. The Dodd-Frank Act also expands the
extraterritorial jurisdiction of U.S. courts over actions brought by the SEC or the United States with respect to violations
of the antifraud provisions of the Securities Act of 1933, the Securities Exchange Act of 1934 and the Investment
Advisers Act of 1940.
73
Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Regulation and Supervision
In March 2024, the SEC adopted rules that would have required U.S.-listed companies (such as Deutsche Bank) to
provide certain climate-related information in their registration statements and annual reports, including climate-related
risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of
operations, or financial condition. The rules also would have required disclosures related to climate-related risks, Scope 1
and Scope 2 greenhouse gas (GHG) emissions and climate-related financial metrics. These rules have now been stayed
by the SEC pending the outcome of ongoing litigation, which the SEC has declined to defend. However, bills proposed or
adopted by the legislatures of certain U.S. states may still impose disclosure or other sustainability requirements.
Deutsche Bank is monitoring such legislative developments and their impact on Deutsche Bank’s U.S. operations and
reporting obligations.
Regulatory Authorities
Deutsche Bank AG as well as its wholly owned subsidiary DB USA Corporation are bank holding companies under the U.S.
Bank Holding Company Act of 1956, as amended (the “Bank Holding Company Act“), by virtue of, among other things,
their ownership of DBTCA. Deutsche Bank AG and DB USA Corporation have elected to be financial holding companies
pursuant to the provisions of the Gramm-Leach-Bliley Act (the “GLB Act”). As such, Deutsche Bank’s U.S. operations are
subject to regulation, supervision and examination by the Federal Reserve Board as Deutsche Bank’s U.S. “umbrella
supervisor”.
DBTCA is a New York state-chartered bank whose deposits are insured by the FDIC to the extent permitted by law.
DBTCA is subject to regulation, supervision and examination by the Federal Reserve Board and the New York State
Department of Financial Services and to applicable FDIC rules. In addition, DBTCA is also subject to regulation by the
Consumer Financial Protection Bureau in relation to retail products and services offered to its customers. Deutsche Bank
Trust Company Delaware is a Delaware state-chartered bank which is subject to regulation, supervision and examination
by the FDIC and the Office of the State Bank Commissioner of Delaware. Deutsche Bank AG’s New York branch is
supervised by the Federal Reserve Board and the New York State Department of Financial Services. Deutsche Bank’s
federally chartered non-depository trust companies are subject to regulation, supervision and examination by the Office
of the Comptroller of the Currency. Deutsche Bank and its subsidiaries are also subject to regulation, supervision and
examination by state banking regulators of certain states in which they conduct banking operations.
Restrictions on Activities
As described below, federal and state banking laws, regulations and supervisory authorities restrict Deutsche Bank’s
ability to engage, directly or indirectly through subsidiaries, in activities in the United States. Among other requirements,
Deutsche Bank and its subsidiaries are required to obtain the prior approval of the Federal Reserve Board before directly
or indirectly acquiring the ownership or control of more than 5% of any class of voting shares of U.S. banks, certain other
depository institutions, and bank or depository institution holding companies. Under applicable U.S. federal banking law,
Deutsche Bank’s U.S. banking operations are also restricted from engaging in certain “tying” arrangements involving
products and services.
Deutsche Bank’s two U.S. FDIC-insured bank subsidiaries, as well as its New York branch, are subject to requirements and
restrictions under federal and state law, including requirements to maintain reserves against deposits, restrictions on the
types and amounts of loans that may be made and the interest that may be charged thereon, and limitations on the types
of investments that may be made and the types of services that may be offered.
The Federal Reserve Board has implemented a supervisory rating system for bank holding companies with U.S.
$ 100 billion or more in total consolidated assets and for IHCs with U.S.$ 50 billion or more in total consolidated assets,
such as DB USA Corporation (the "LFI Rating System"). The LFI Rating System also generally applies to DWS USA
Corporation. Under the LFI Rating System, covered companies receive separate ratings from the Federal Reserve Board
for (i) capital planning and positions, (ii) liquidity risk management and positions and (iii) governance and controls. Each of
these component areas will receive one of the following four ratings: (i) Broadly Meets Expectations, (ii) Conditionally
Meets Expectations, (iii) Deficient-1, and (iv) Deficient-2. In November 2025, the Federal Reserve Board revised the LFI
Rating System, which is effective as of January 16, 2026. Following these revisions, a covered company with at least two
Broadly Meets Expectations or Conditionally Meets Expectations component ratings and no more than one Deficient-1
component rating would be considered “well managed.” The Federal Reserve Board’s revisions to the LFI Rating System
also removed the presumption that the Federal Reserve Board would bring a formal or informal enforcement action
against a covered company that receives one or more Deficient-1 ratings.
74
Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Regulation and Supervision
A financial institution’s status as a financial holding company, and resulting ability to engage in a broader range of non-
banking activities, are dependent on the institution and its subsidiary IHCs and insured U.S. depository institutions
qualifying as “well capitalized” and “well managed” under applicable regulations and upon the insured U.S. depository
institutions meeting certain requirements under the Community Reinvestment Act. The Federal Reserve Board’s and
other U.S. regulators’ “well capitalized” standards are generally based on specified quantitative thresholds set at levels
above the minimum requirements to be considered “adequately capitalized.” For Deutsche Bank’s two insured depository
institution subsidiaries, DBTCA and Deutsche Bank Trust Company Delaware, the well-capitalized thresholds under the
U.S. Basel III framework are a Common Equity Tier 1 capital ratio of 6.5%, a Tier 1 capital ratio of 8%, a Total capital ratio
of 10%, and a U.S. leverage ratio of 5%. For bank holding companies, including Deutsche Bank AG and DB USA
Corporation, the well-capitalized thresholds are a Tier 1 capital ratio of 6% and a Total capital ratio of 10%, both of which
in the case of Deutsche Bank AG are calculated for Deutsche Bank AG under its home country standards.
State-chartered banks (such as DBTCA) and state-licensed branches and agencies of foreign banks (such as the New
York branch) may not, with certain exceptions that require prior regulatory approval, engage as principal in any type of
activity not permissible for their federally chartered or licensed counterparts. In addition, DBTCA and Deutsche Bank
Trust Company Delaware are subject to their respective state banking laws pertaining to legal lending limits and
permissible investments and activities. Likewise, the United States federal banking laws also subject state-licensed
branches and agencies of foreign banking organizations to the single-borrower lending limits that apply to federally
licensed branches or agencies, which are substantially similar to the lending limits applicable to national banks. The
single-borrower lending limits applicable to branches and agencies are calculated based on the dollar equivalent of the
capital of the foreign bank (i.e., Deutsche Bank AG in the case of the New York branch).
The Federal Reserve Board may terminate the activities of any U.S. office of a foreign bank if it determines that the
foreign bank is not subject to comprehensive supervision on a consolidated basis in its home country or that there is
reasonable cause to believe that such foreign bank or its affiliate has violated the law or engaged in an unsafe or unsound
banking practice in the United States or, for a foreign bank that presents a risk to the stability of the United States
financial system, the home country of the foreign bank has not adopted, or made demonstrable progress toward
adopting, an appropriate system of financial regulation to mitigate such risk.
Also, under the so-called swaps “push-out” provisions of the Dodd-Frank Act, certain structured finance derivatives
activities of FDIC-insured banks and U.S. branch offices of foreign banks (including Deutsche Bank’s New York branch)
are restricted.
There are various qualitative and quantitative restrictions on the extent to which Deutsche Bank and its non-bank
subsidiaries can borrow or otherwise obtain credit from Deutsche Bank’s U.S. banking subsidiaries or engage in certain
other transactions involving those subsidiaries, including derivative transactions and securities borrowing or lending
transactions. In general, these transactions must be on terms that would ordinarily be offered to unaffiliated entities,
must be secured by designated amounts of specified collateral and are subject to volume limitations. These restrictions
also apply to certain transactions of Deutsche Bank’s New York branch with its U.S. broker-dealers and certain of its other
U.S. affiliates.
A major focus of U.S. governmental policy relating to financial institutions is aimed at preventing money laundering and
terrorist financing and compliance with economic sanctions in respect of designated countries, persons or activities.
Failure of an institution to have policies and procedures and controls in place to prevent, detect and report money
laundering and terrorist financing could in some cases have serious legal, financial and reputational consequences for
the institution.
75
Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Regulation and Supervision
New York Branch
The New York branch of Deutsche Bank AG is licensed by the Superintendent of the New York State Department of
Financial Services to conduct a commercial banking business and is required to maintain and pledge eligible high-quality
assets with banks in the State of New York. The Superintendent of Financial Services may also impose asset maintenance
requirements on foreign banks with branch offices in New York. In addition, the Federal Reserve Board is authorized to
impose institution-specific asset maintenance requirements under certain conditions, pursuant to the Tailoring Rules.
The New York State Banking Law authorizes the Superintendent of Financial Services to take possession of the business
and property of a New York branch of a foreign bank under certain circumstances, generally involving violation of law,
conduct of business in an unsafe manner, impairment of capital, suspension of payment of obligations, or initiation of
liquidation proceedings against the foreign bank at its domicile or elsewhere. In liquidating or dealing with a branch’s
business after taking possession of a branch, only the claims of depositors and other creditors which arose out of
transactions with a branch are to be accepted by the Superintendent of Financial Services for payment out of the
business and property of the foreign bank in the State of New York or in the United States and reflected on the books of
the New York branch, without prejudice to the rights of the holders of such claims to be satisfied out of other assets of
the foreign bank. After such claims are paid, the Superintendent of Financial Services will turn over the remaining assets,
if any, first to the liquidators of other offices of the foreign bank that are being liquidated in the United States and then, if
any assets remain, to the foreign bank or its duly appointed liquidator or receiver.
The New York branch’s deposits and other note obligations are not insured by the FDIC. In general, under the
International Banking Act and FDIC regulations, the New York branch is not permitted to engage in domestic retail
deposit activity (accepting an initial deposit of less than US$250,000). The New York branch may not engage as principal
in any type of activity that is not permissible for a federally licensed branch of a foreign bank unless the Federal Reserve
Board has determined that such activity is consistent with sound banking practice. The New York branch must also
comply with the same single borrower (or issuer) lending and investment limits applicable to federally licensed branches,
which are substantially similar to the lending limits applicable to national banks, as well as those imposed by the New
York State Banking Law. The lending limits applicable to the New York branch take into account credit exposures from
derivative transactions. These limits are based on the foreign bank's worldwide capital. In addition, regulations that the
U.S. Financial Stability Oversight Council or other regulators may adopt could affect the nature of the activities which
the New York branch may conduct, and may impose restrictions and limitations on the conduct of such activities.
Deutsche Bank Trust Company Americas
The Federal Deposit Insurance Corporation Improvement Act of 1991 (FDICIA) provides for extensive regulation of
depository institutions (such as DBTCA and its direct and indirect parent companies), including requiring federal banking
regulators to take “prompt corrective action” with respect to FDIC-insured banks that do not meet minimum capital
requirements. As an insured bank’s capital level declines and the bank falls into lower categories (or if it is placed in a
lower category by the discretionary action of its supervisor), greater limits are placed on its activities and federal banking
regulators are authorized (and, in many cases, required) to take increasingly more stringent supervisory actions, which
could ultimately include the appointment of a conservator or receiver for the bank (even if it is solvent). In addition,
FDICIA generally prohibits an FDIC-insured bank from making any capital distribution (including payment of a dividend)
or payment of a management fee to its holding company if the bank would thereafter be undercapitalized. If an insured
bank becomes “undercapitalized”, it is required to submit to federal regulators a capital restoration plan guaranteed by
the bank’s holding company. Since the enactment of FDICIA, both of Deutsche Bank’s U.S. insured bank subsidiaries have
maintained capital above the “well capitalized” standards, the highest capital category under applicable regulations.
DBTCA, like other FDIC-insured banks, is required to pay assessments to the FDIC for deposit insurance under the FDIC’s
Deposit Insurance Fund (calculated using the FDIC’s risk-based assessment system). The minimum reserve ratio for the
Deposit Insurance Fund was increased under the Dodd-Frank Act from 1.15% to 1.35%. After having reached 1.35% as of
September 30, 2018, the reserve ratio had declined below that amount following extraordinary growth in insured
deposits across the banking industry in the first and second quarters of 2020. In response to this, the FDIC adopted a
restoration plan to restore the Deposit Insurance Fund to 1.35% by September 28, 2028. The restoration plan, as
amended, incorporates an increase in initial base deposit assessment rate schedules uniformly by two basis points
beginning in the first quarterly assessment period of 2023. Such increase is applicable to insured depositary institutions
generally, including to DBTCA.
76
Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Regulation and Supervision
In November 2023, the FDIC approved a final rule to implement a special assessment to recover the loss to the Deposit
Insurance Fund associated with protecting uninsured depositors following the closures of Silicon Valley Bank and
Signature Bank. The special assessment allows banking organizations to deduct US$ 5 billion of uninsured deposits from
their insured depository institutions’ assessment bases. For banking organizations like DB USA Corporation that have
multiple insured depository institutions, the deduction is distributed across the affiliated insured depository institutions.
On December 16, 2025, the FDIC issued an interim final rule providing that the FDIC collect the special assessment at an
annual rate of approximately 13.4 basis points through the quarter with a payment date of December 31, 2025, and
reduce the special assessment for the eighth and final assessment period to 2.97 basis points, payable on March 30,
2026. Under the interim final rule, upon termination of the FDIC’s receiverships of Silicon Valley Bank and Signature
Bank, the FDIC will either provide an offset to insured depository institutions, if the special assessment amount then-
collected exceeds losses, or collect from insured depository institutions a one-time final shortfall special assessment, if
losses exceed the special assessment amount then-collected. In addition, the FDIC will provide an offset to regular
quarterly deposit insurance assessments for banks subject to the special assessment if, following the final resolution of
litigation between the FDIC and SVB Financial Trust, the total amount collected through the special assessment exceeds
the loss estimate at that time.
In addition, the FDIC has set the designated reserve ratio at 2% as a long-term goal.
The FDIC’s standard maximum deposit insurance amount per depositor at an insured depository institution is
US$ 250,000.
Other
In the United States, Deutsche Bank’s U.S. registered broker-dealer subsidiaries are regulated by the SEC. Broker-dealers
are subject to regulations that cover all aspects of the securities business, including sales methods, trade practices
among broker-dealers, use and safekeeping of customers’ funds and securities, capital structure, recordkeeping, the
financing of customers’ purchases and the conduct of directors, officers and employees.
Deutsche Bank’s principal U.S. SEC-registered broker-dealer subsidiary, Deutsche Bank Securities Inc., is a member of
the NYSE (and other securities exchanges) and is regulated by the Financial Industry Regulatory Authority, Inc. (FINRA)
and the individual state securities authorities in the states in which it operates. The U.S. government agencies and self-
regulatory organizations, as well as state securities authorities in the United States having jurisdiction over Deutsche
Bank’s U.S. broker-dealer affiliates, are empowered to conduct administrative proceedings that can result in censure,
fine, the issuance of cease-and-desist orders or the suspension or expulsion of a broker-dealer or its directors, officers or
employees. Deutsche Bank Securities Inc. is also registered with and regulated by the SEC as an investment adviser, and
by the CFTC and the National Futures Association as a futures commission merchant and commodity pool operator.
Under the Dodd-Frank Act, entities that are swap dealers or major swap participants are required to register with the
CFTC and entities that are security-based swap dealers or major security-based swap participants are required to register
with the SEC. Deutsche Bank AG is registered as a swap dealer with the CFTC and a security-based swap dealer with the
SEC. As a registrant, Deutsche Bank AG is subject to certain requirements relating to capital, margin, business conduct
standards and recordkeeping, among others.
77
Deutsche Bank Item 4: Information on the company
Annual Report 2025 on Form 20-F Organizational Structure
Organizational Structure
In 2025, Deutsche Bank operated its business along the structure of four corporate divisions. Deutsche Bank AG is the
direct or indirect holding company for its subsidiaries. The following table sets forth the significant subsidiaries the
Group owns, directly or indirectly, as of December 31, 2025. Deutsche Bank used the three-part test set out in Section
1-02 (w) of Regulation S-X under the U.S. Securities Exchange Act of 1934 to determine significance. The bank does not
have any other subsidiaries it believes are material based on other less quantifiable factors.
Deutsche Bank owns 100% of the equity and voting interests in these subsidiaries except for DWS Group GmbH & Co.
KGaA, of which it owns 79.49% of equity and voting interests. These subsidiaries are included in the consolidated
financial statements and prepare standalone financial statements as of December 31, 2025. The principal countries of
operations are the same as the countries of incorporation.
Subsidiary Place of Incorporation
DB USA Corporation1 Delaware, United States
Deutsche Bank Americas Holding Corporation2 Delaware, United States
DB U.S. Financial Markets Holding Corporation3 Delaware, United States
Deutsche Bank Securities Inc.4 Delaware, United States
Deutsche Bank Trust Corporation5 New York, United States
Deutsche Bank Trust Company Americas6 New York, United States
Deutsche Bank Luxembourg S.A.7 Luxembourg
DB Beteiligungs-Holding GmbH8 Frankfurt am Main, Germany
DWS Group GmbH & Co. KGaA9 Frankfurt am Main, Germany
1DB USA Corporation is the top-level holding company for its subsidiaries in the United States.
2Deutsche Bank Americas Holding Corporation is a second tier holding company for subsidiaries in the United States.
3DB U.S. Financial Markets Holding Corporation is a second tier holding company for subsidiaries in the United States.
4Deutsche Bank Securities Inc. is a U.S. company registered as a broker dealer and investment advisor with the Securities and Exchange Commission and as a futures
commission merchant with the Commodities Futures Trading Commission.
5Deutsche Bank Trust Corporation is a bank holding company under Federal Reserve Board regulations.
6Deutsche Bank Trust Company Americas is a New York State-chartered bank and member of the Federal Reserve System. It originates loans and other forms of credit,
accepts deposits, arranges financings and provides numerous other commercial banking and financial services.
7The company's primary business model comprises loan business with international clients (Corporate Bank & Investment Bank), where the bank acts globally as lending
office and as risk transfer hub for the Strategic Corporate Lending of Deutsche Bank, as well as structured finance activities covering long-term infrastructure projects
and high quality investment goods. Furthermore, the bank offers tailor-made solutions with a wide range of products and services to their ultra-high-net-worth (UHNW)
clients.
8The company holds the majority stake in DWS Group GmbH & Co. KGaA.
9The company is a partnership limited by shares (Kommanditgesellschaft auf Aktien) with a German limited liability company (Gesellschaft mit beschränkter Haftung) as a
general partner. The business purpose of the company is the holding of participations in as well as the management and support of a group of financial services providers.
Following the public listing on March 23, 2018 on the Frankfurt Stock Exchange Deutsche Bank Group owns 79.49% of equity and voting interests in the entity.
Property and Equipment
As of December 31, 2025, Deutsche Bank operated in 55 countries out of 1,179 branches around the world, of which
64% were located in Germany. The Group leases a majority of its offices and branches under long-term agreements.
Deutsche Bank continues to review its property requirements worldwide taking into account cost containment measures
as well as growth initiatives in selected businesses. Please see Note 21 “Property and Equipment” to the consolidated
financial statements for further information.
Information required by subpart 1400 of SEC Regulation S-K
Please see pages S-1 through S-13 of the Supplemental Financial Information (Unaudited), which pages are included
herein, for information required by subpart 1400 of SEC Regulation S-K.
78
Deutsche Bank Item 5: Operating and Financial Review and Prospects
Annual Report 2025 on Form 20-F Material accounting policies and critical accounting estimates