FINANCIAL INSTITUTIONS

CREDIT OPINION5 August 2021

Update

RATINGS

Deutsche Bank AGDomicile Frankfurt am Main,

Germany

Long Term CRR A2

Type LT Counterparty RiskRating - Fgn Curr

Outlook Not Assigned

Long Term Debt A2

Type Senior Unsecured - FgnCurr

Outlook Positive

Long Term Deposit A2

Type LT Bank Deposits - FgnCurr

Outlook Positive

Please see the ratings section at the end of this reportfor more information. The ratings and outlook shownreflect information as of the publication date.

Contacts

Michael Rohr +49.69.70730.901Senior Vice Presidentmichael.rohr@moodys.com

Yana Ruvinskaya +33.1.53.30.33.93Associate Analystyana.ruvinskaya@moodys.com

Peter E. Nerby, CFA +1.212.553.3782Senior Vice Presidentpeter.nerby@moodys.com

Laurie Mayers +44.20.7772.5582Associate Managing Directorlaurie.mayers@moodys.com

Ana Arsov +1.212.553.3763MD-Financial Institutionsana.arsov@moodys.com

Deutsche Bank AGUpdate following rating upgrade with a positive outlook

SummaryOn 4 August, we upgraded Deutsche Bank AG's (DB) long- and short-term deposit ratingsto A2/P-1 from A3/P-2 and its long-term senior unsecured debt ratings to A2 from A3, witha positive outlook. Its junior senior unsecured (non-preferred) debt ratings have also beenupgraded to Baa2 from Baa3 and its Counterparty Risk Ratings (CRRs) moved to A2/P-1 fromA3/P-2. We also upgraded the bank's Baseline Credit Assessment (BCA) to baa3 from ba1.

The ratings reflect (1) DB's baa3 BCA and Adjusted BCA; (2) the results of our Advanced Loss-Given-Failure (LGF) analysis, providing three notches of rating uplift for deposits and seniorunsecured debt, as well as one notch for its junior senior unsecured debt; and (3) a one-notchadditional rating uplift for the bank's deposits and senior unsecured debt ratings, based onour assumption of a moderate level of government support for these debt classes.

DB's baa3 BCA reflects DB's continued progress towards its medium-term return targets,that – coupled with the bank’s unchanged solid capital and liquidity buffers – has exertedupward pressure on the bank’s BCA and, thereby, its long-term ratings. The upgrade alsotakes account of DB's solid asset quality and diversified loan book, displaying a manageableexposure to higher-risk sectors or leveraged lending. Over time, and provided DB managesto further grow earnings; largely sustain capital markets revenue in a less favourable marketenvironment; maintain a prudent risk appetite; and keep stable its market funding andliquidity profile, there is potential for a further improvement in its ratings, as reflected in ourpositive outlook.

Exhibit 1

Rating Scorecard - Deutsche Bank AG - Key financial ratios

2.9%

14.5%

-0.1%

26.5%

40.9%

-5%

5%

15%

25%

35%

45%

-3%

3%

8%

13%

18%

23%

Asset Risk:Problem Loans/

Gross Loans

Capital:Tangible Common

Equity/Risk-WeightedAssets

Profitability:Net Income/

Tangible Assets

Funding Structure:Market Funds/

Tangible BankingAssets

Liquid Resources:Liquid BankingAssets/TangibleBanking Assets

Solvency Factors (LHS) Liquidity Factors (RHS)

Deutsche Bank AG (BCA: ba1) Median ba1-rated banks

So

lve

ncy F

acto

rs

Liq

uid

ity F

acto

rs

Source: Moody's Investors Service

MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

Credit strengths

» The bank's solid capital and liquidity metrics

» Diversified loan book and strong market position in Germany mitigate asset quality deterioration and resulting earnings strain

» Moderate reliance on confidence-sensitive wholesale market funding

Credit challenges

» Continue strategic re-engineering during volatile and uncertain macroeconomic conditions caused by the coronavirus pandemic

» Retain and grow group-wide earnings, despite ultralow interest rates, while reducing reliance on capital markets activities togenerate sufficient returns

» Maintain robust capital markets revenues in a less favourable market environment, without increasing risk appetite

» Reduce earnings drag from the bank's wind-down unit ('Capital Release Unit' or 'CRU') to a minimum to further help lift DB'scurrently weak efficiency ratios and very modest overall profitability

Outlook

» The positive outlook on the bank’s long-term deposit and senior unsecured debt ratings reflects the possibility that DB’s strongand steady progress in rectifying its business challenges could result in it achieving a sustained and improved level of stability in itsexisting financial profile, that in time would support consideration of a further upward rating shift. In particular, this upward shiftcould be driven by a continued meaningful and sustained improvement in core earnings as measured by our net income/tangibleassets ratio and the resulting higher capital-generation capacity.

» The positive outlook also takes account of our assessment of any foreseeable deterioration in asset quality caused by the continueduncertain operating environment to be manageable and not lead to a decline in the bank’s generally sound asset quality indicatorsor a meaningful negative impact on the bank’s earnings.

Factors that could lead to an upgrade

» Upward rating pressure will develop if the bank makes further meaningful progress towards its medium-term targets, in particularearning sustainably improved returns at or above its 8% return on tangible equity (ROTE) target level, while continuing to invest tostrengthen its technology platform and control infrastructure. Any upgrade remains contingent on the bank maintaining a prudentand well controlled risk appetite resulting in a sound and stable asset quality and associated metrics through the cycle.

» Further, improving its leverage ratio and maintaining solid capital and liquidity metrics around current levels could contribute toadditional upward rating pressure. The ratings could also be supported by a further reduced dependence on confidence-sensitivecapital markets funding as expressed through our market funding ratio.

Factors that could lead to a downgrade

» Downward rating pressure would develop if DB suffers a reversal in moving towards meeting its strategic milestones, particularlywith respect to achieving sustainable revenue generation, realised cost saves and related de-risking costs in its non-core unit.

» The ratings could also be downgraded if DB’s earnings were strained by sustained market headwinds or additional litigationcosts that materially exceed existing reserves. In addition, the ratings could be downgraded should DB experience a material riskmanagement failure or material deterioration in asset quality, liquidity or capital.

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 5 August 2021 Deutsche Bank AG: Update following rating upgrade with a positive outlook

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» Downward rating pressure could also result from a sustained decrease in the volume of bail-in-able debt relative to the bank'stangible banking assets, leading to a higher loss severity of DB's junior senior unsecured debt or other liability classes at failure andpotentially resulting in a lower rating uplift as a result of our Advanced LGF analysis.

Key indicators

Exhibit 2

Deutsche Bank AG (Consolidated Financials) [1]

12-202 12-192 12-182 12-172 12-162 CAGR/Avg.3

Total Assets (EUR Billion) 968.6 949.9 1,019.3 1,104.8 1,093.5 (3.0)4

Total Assets (USD Billion) 1,185.2 1,066.2 1,165.2 1,326.6 1,153.4 0.74

Tangible Common Equity (EUR Billion) 47.8 47.5 51.2 51.9 45.6 1.24

Tangible Common Equity (USD Billion) 58.4 53.3 58.5 62.4 48.1 5.04

Problem Loans / Gross Loans (%) 2.9 2.2 2.3 1.5 1.8 2.25

Tangible Common Equity / Risk Weighted Assets (%) 14.5 14.7 14.6 15.1 12.8 14.36

Problem Loans / (Tangible Common Equity + Loan Loss Reserve) (%) 23.5 18.8 17.0 11.2 14.9 17.05

Net Interest Margin (%) 1.2 1.5 1.3 1.2 1.4 1.35

PPI / Average RWA (%) 0.9 -0.1 0.5 0.6 0.3 0.46

Net Income / Tangible Assets (%) 0.1 -0.4 0.0 0.1 0.0 -0.15

Cost / Income Ratio (%) 88.1 101.5 93.0 91.9 96.6 94.25

Market Funds / Tangible Banking Assets (%) 26.5 25.4 29.6 33.0 35.2 29.95

Liquid Banking Assets / Tangible Banking Assets (%) 40.9 39.4 47.8 52.6 48.7 45.95

Gross Loans / Due to Customers (%) 76.5 76.9 72.8 71.9 79.5 75.55

[-] Further to the publication of our revised methodology in July 2021, for issuers that have “high trigger” additional Tier 1 instruments outstanding, not all ratios included in this reportreflect the change in treatment of these instruments. [1] All figures and ratios are adjusted using Moody's standard adjustments. [2] Basel III - fully loaded or transitional phase-in; IFRS.[3] May include rounding differences because of the scale of reported amounts. [4] Compound annual growth rate (%) based on the periods for the latest accounting regime. [5] Simpleaverage of periods for the latest accounting regime. [6] Simple average of Basel III periods.Sources: Moody's Investors Service and company filings

ProfileDeutsche Bank AG (DB) is the largest German bank, operating through a European as well as a global network, servicing private,corporate and institutional clients. As of 30 June 2021, the bank reported total assets of €1.3 trillion and €859 billion of assets undermanagement.

DB offers a wide range of investment, financial and related products and services to its clientele, served by around 84,000 employeesin about 70 countries globally. The bank focuses on four main businesses: (1) The Corporate Bank (CB) offers corporate finance,transaction banking and capital markets products; (2) the Private Bank (PB) offers retail banking and wealth management services inGermany and abroad, (3) the Investment Bank (IB) caters to the needs of corporate and institutional clients, including the trading andhedging of financial products; and (4) Asset Management (AM) has a broad range of product offerings surrounding investment fundsand related products and services to both retail and institutional clients.

DB's BCA is supported by its Weighted Macro Profile of Strong (+)DB's Strong (+) Weighted Macro Profile is mainly driven by its exposure to Germany (Aaa stable) and the US (Aaa stable), and alsoincorporates exposures to other EU (EU) countries, such as Spain (Baa1 stable) and Italy (Baa3 stable).

As the largest private-sector bank in Germany, DB benefits from an environment with very high economic, institutional andgovernment financial strength and a very low susceptibility to event risk. However, operating conditions for the German bankingsystem are constrained by overly high cost bases, high fragmentation in an oversaturated market, persistently ultralow interest rates,modest fee income generation and strong competition for domestic business.

3 5 August 2021 Deutsche Bank AG: Update following rating upgrade with a positive outlook

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Detailed credit considerationsOur improved baa2 Asset Risk score reflects DB's well diversified loan book by asset class and segment, displaying manageableexposures to sectors most affected by the pandemic as well as certain risk pockets in commercial real estate (CRE) and leveraged debtcapital markets (LDCM). The assigned score continues to incorporate remaining execution risks related to the bank's strategic revamp,as well as the market, credit and operational risks and periodic concentration risks inherent to DB's remaining capital markets activities.

Continued execution remains key to further improving DB's credit profile and ratingsSince DB announced its strategic overhaul in summer 2019, it has regained earnings strength; reduced capital and leverage exposureconsumption; significantly lowered operating costs; maintained strong liquidity; and reduced dependence on confidence-sensitivemarket funding. All these items have allowed it to self-finance its strategic overhaul without a significant impact on its key capitalratios.

The strategic endpoint targeted for 2022 will be credit positive, placing DB on firmer ground than previous, less fundamentalrestructurings. At the same time, and even if DB reaches its 8% ROTE target by 2022, its performance – although materially improved –will continue to lag that of its global investment bank (GIB) peers. Therefore, to sustain and further improve its current credit strength,DB will need to keep a steady pace in reaching its key milestones and repositioning its business model, as well as absorb the cost ofexiting remaining businesses that no longer fit its revised strategy.

A key element of DB's transformative strategic repositioning is the refocus of its capital markets activities on increasing revenuefrom less capital-intensive businesses deemed critical for supporting the growth of its corporate client base, the core of its new go-forward business model. So far, DB benefitted from a favourable market environment strongly supporting earnings generation in itscapital markets businesses as reported in the Investment Bank (IB) segment. Based on its recent market share gains and select growthinvestments into regions, products and technology, we believe the bank will be able to safeguard achievements in growing revenuesand earnings and keep contained revenue or market share declines in its capital markets business even in a less favourable marketenvironment, albeit the strong IB revenue contributing 41% to group revenue in H1 2021 might not be sustained.

However, the bank’s ability to sustain and grow portions of its revenue base during restructuring, including through the coronaviruspandemic to date, has completely reduced the need for any further growth to meet 2022 revenue goals (Exhibit 3). This leeway,coupled with the bank's sustainably lowered expense base, is credit positive in uncertain times for business expansion.

Exhibit 3

DB is well on track for 2022 revenue goalsRevenue by segment versus 2022 plan, in € billion

0

5

10

15

20

25

30

LTM Q2 2020 LTM Q2 2021 2022 plan implied

Corporate Bank Investment Bank Private Bank Asset Management Group

Notes: LTM = Last twelve months; Exhibit only displays Core Bank revenue by segment and excludes other group revenue (-€409 million LTM Q2 2020 and -€36 million LTM Q2 2021).Sources: Company reports, Moody's Investors Service

Nevertheless, DB’s ambitious and so far successful revamp of its more volatile capital markets earnings streams remains vulnerableto setbacks and volatility in the operating environment in 2021 and likely beyond. Growing its corporate banking and privatebanking franchise in uncertain macroeconomic conditions and against the persistent, yet gradually fading, headwinds from theultralow interest-rate environment will likely present to biggest hurdle going forward. Further, and despite the success in regaining

4 5 August 2021 Deutsche Bank AG: Update following rating upgrade with a positive outlook

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clients and market share in some focus areas to date, stabilising revenue in adjacent businesses after the downsizing of its capitalmarkets operations and simultaneously growing revenue in the Core Bank will remain a difficult task in a difficult and volatile marketenvironment following the coronavirus outbreak. Additional uncertainties arise from geopolitical developments affecting global tradeand the repercussions of the UK (Aa3 stable) leaving the EU (Brexit).

DB further aims to offset part of the anticipated future revenue strain by refocusing on higher-margin businesses within fixed incomeand currencies, in particular credit and securitized products, as well as fostering its strong global transaction banking franchise. Thebank will also focus on less capital-intensive earnings streams and on non-institutional clients within the reorganized segments,retreating further from serving lower-margin and more counterparty-risk-sensitive clients, such as hedge funds. While these perimeteradjustments will reduce the bank's diversification in the fixed-income and currency flow business, they may in turn reduce the necessityto significantly invest in technology to be able to compete with larger flow franchises of its peers, such as JPMorgan Chase & Co. (Aa1/Aa2 stable, a21) or Citigroup Inc. (Aa3/Aa3 stable, baa12). However, it does not free DB from having to maintain best-in-class platformsto be able to defend its remaining franchise in fixed income.

Efficiency ratios and modest overall profitability started to visibly improve, putting DB on track reaching its medium-termgoalsWe assign an improved b1 Profitability score to DB, taking account of our assessment that DB is likely to make continued progresstowards meeting its medium-term targets, in particular by being able to sustain adequate, yet still relatively modest, profitability. Theassigned score further reflects our anticipation of a net income/tangible asset ratio (our measure of return on assets) of below 0.25%over the next 12-18 months, reflecting remaining uncertainties regarding the sustainability of the IB’s performance, in part offset byfurther cost reductions and fading net interest income headwinds in the bank’s retail and corporate banking franchises. Sustainablyimproving its profitability metrics according to its new strategic plan will be paramount to overcome a key relative weakness for DB,which has been and still is constraining its BCA (Exhibit 4).

Exhibit 4

DB's restructuring efforts are moving it closer to its GIB peers' efficiencyCost-to-income ratio (Moody's adjusted), Q2 2019 - Q2 2021

50%

60%

70%

80%

90%

100%

110%

120%

130%

140%

Q2-19 Q3-19 Q4-19 Q1-20 Q2-20 Q3-20 Q4-20 Q1-21 Q2-21

Deutsche Bank Barclays BNP Paribas Societe Generale HSBC UBS Credit Suisse

Source: Company reports, Moody's Investors Service

As mentioned above, the key challenge for the bank will be to maintain its revenue base in the Investment Bank even under moredifficult market conditions, as well as grow revenue within its retail and corporate banking franchises to ultimately and sustainablygenerate positive operating leverage on the back of its meaningfully lowered cost base.

DB reported total group revenue of €6.2 billion in Q2 2021, down 1% year-over-year3. The small decline was largely driven byweaker Corporate Bank (CB) and Investment Bank (IB) revenues that were almost fully offset by revenue strength in the bank's AssetManagement (AM) and Private Bank (PB segments). Group adjusted costs4 declined 6% to €4.6 billion showing further progress inthe bank's move towards a leaner bank. Going forward, it will be more difficult for the bank to push ahead on cost reductions owingto external items5. DB, therefore, has removed its earlier €16.7 billion adjusted cost target for 2022 and has initiated additional cost

5 5 August 2021 Deutsche Bank AG: Update following rating upgrade with a positive outlook

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reduction initiatives to help offset external pressure. At the same time, the bank re-affirmed its 8% ROTE target for 2022 on the backof a better revenue performance and lower credit losses.

If achieved, this would be a major leap forward from DB’s previous restructurings, in which it suffered greater revenue attrition andultimately did not generate any additional operating leverage (Exhibit 5).

Exhibit 5

DB has regained operating leverage and is set to sustain itRevenue and cost growth, year-over-year, Q1 2019 - Q2 2021

1%

-1%

-8%

5%7%

11%

17%

12%

17%

5%

-10%

-5%

0%

5%

10%

15%

20%

Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2

DB Group

2020 20212019

Notes: *Revenue excluding specific items as reported by DB and annualised. ^Costs adjusted in accordance with DB definition and excluding transformation charges. Also annualised.Sources: Company reports, Moody's Investors Service

With these latest achievements, Deutsche Bank is now profitable in all of its Core Bank segments. During the first half of this year, DB’sCore Bank adjusted pretax profits grew 72% year-over-year to €1.6 billion (Exhibit 6). In particular, DB looks set, after many years, tosubstantially improve its return on assets as measured by its total leverage exposures and its return on risk-weighted assets. In thisregard, further reducing the resource consumption and minimising the profitability drag of its wind-down unit (the 'Capital ReleaseUnit' or 'CRU') continues to be important to improving DB's credit strength.

Exhibit 6

Core profitability improves meaningfully as restructuring burden and loan loss provisions easeAdjusted quarterly pretax profit by business line (excluding litigation, impairments, DVA and one-offs), € million

(1,500)

(1,000)

(500)

-

500

1,000

1,500

2,000

2,500

(1,500)

(1,000)

(500)

-

500

1,000

1,500

2,000

2,500

Q1 2018 Q2 2018 Q3 2018 Q4 2018 Q1 2019 Q2 2019 Q3 2019 Q4 2019 Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021

Corporate Bank Investment Bank Private Bank Asset Management Corporate&Other Capital Release Unit Total PTE

Sources: Company reports, Moody's Investors Service

6 5 August 2021 Deutsche Bank AG: Update following rating upgrade with a positive outlook

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DB's diversified loan book and strong market position in Germany will help mitigate asset quality deteriorationThe bank's €445 billion loan book is well diversified by asset class and segment. About half of DB's lending is directed to Germancorporate and retail customers, with very low exposure to unsecured consumer lending. The bank's corporate customers have leewayto cope with the coronavirus crisis without quickly becoming over-indebted, as indicated by Germany's low levels of corporate andhousehold debt at 63% and 59%6 of GDP.

We estimate concentrations to sectors most affected by the pandemic, such as oil&gas, aviation, retail and leisure to be manageableand to total approximately €17 billion or 4% of the bank's loan book as of 30 June 2021. In addition, and although riskier exposures tocommercial real estate (CRE) and leveraged debt capital markets (LDCM) are large in absolute terms, we estimate those to togetheraccount for about 9% of total gross loans7 as of the same date. These risk concentrations are also in part mitigated by tight creditcriteria, low loan-to-values, good underlying collateral and hedges.

During H1 2021, DB's loan loss charges totaled €144 million, down significantly from €1.3 billion provided for in the first half of 2020.Materially lower Stage 3 provisions, some releases in Stage 1 and 2 and fewer impairment events contributed to the cost of risk comingin at 7 bps for the first half, significantly below the 2020 charge-off level. Management retained an overlay to account for ongoingoutlook uncertainties, despite the improved macroeconomic outlook.

For 2021, DB has again lowered its expectation for loan loss charges to come in at around 20 bps of gross loans (the previousexpectation was at 25 bps), equivalent to approximately €900 million of expected charges in 2021 (H1 2021: €144 million). The newguidance is already below the bank's 25-30 bps 2022 forecast outlined at its December Investor Deep Dive. We believe these targetsare realistic in light of the banks diversified and Germany-focused loan book in conjunction with the now improving, albeit volatile andstill uncertain, macroeconomic outlook.

Exhibit 7

Loan loss charges (LLC) decline meaningfully, and are likely to stay well below 2020 levels (EUR million)

-200

-100

0

100

200

300

400

500

600

700

800

900

Q1 19 Q2 19 Q3 19 Q4 19 Q1 20 Q2 20 Q3 20 Q4 20 Q1 21 Q2 21

EU

R m

illio

ns

Stage 1+2 Stage 3 Total

Sources: Company reports, Moody's Investors Service

Qualitative adjustment captures remaining reliance on capital markets activities

Despite the proposed downsizing and its progress in recalibrating the bank’s business model, DB will retain a significant reliance oncapital markets activities for income generation: capital markets-related revenue will account for around one-third of DB’s totalrevenue in 2022 (Moody's estimate). We generally consider capital markets activities to be both opaque and potentially volatile,posing significant challenges for the management of such activities, in particular because these businesses carry significant riskmanagement and risk governance challenges; opaque risk taking; and intrinsic market, counterparty and operational risks; and displaya high confidence sensitivity of the customer and funding franchises. These structural challenges continue to result in a one-notchnegative qualitative adjustment to DB's BCA in respect of remaining 'Opacity and Complexity', an adjustment currently shared with alllarge GIBs.

7 5 August 2021 Deutsche Bank AG: Update following rating upgrade with a positive outlook

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Solid capital and leverage position help mitigate fading tail risksWe believe the likelihood that bank's Common Equity Tier 1 (CET1) capital ratio could dip below management’s medium-termguidance of 12.5% has receded, largely because of the large buffer the bank has built during restructuring; the improved visibilityregarding the implementation of further regulatory tightening; as well as the effects on risk-weighted assets (RWAs) from COVID-19support measures fading. Further, DB targets a leverage ratio of 4.5% by 2022, which would help it at least partially close the long-standing gap with its peers. These considerations support our assigned a3 Capital score, which has been positioned two notches belowDB's a1 initial score.

The bank's Common Equity Tier 1 (CET1) capital ratio stood at 13.2% in the quarter, down 10 bps year-over-year (Exhibit 8) and 50bps sequentially. The sequential decline is largely because of further regulatory tightening related to TRIM8 audits and certain internalmodel recalibrations. DB further reported a 10 bps year-over-year improvement in its CET1 leverage ratio to 4.3%9.

DB also continued accruing for a potential dividend payment and has reserved an additional €275 million for this purpose in Q2 2021,following €300 million in Q1 2021, reflected in its CET1 capital ratio. Overall, we would expect DB to manage towards a CET1 capitalratio around 13% over time.

Exhibit 8

CET1 capital ratios and Tier 1 leverage ratios for Moody's-rated GIBs, as of 30 June 2021

17.7%

15.6% 15.1%14.5%

13.8% 13.7% 13.4% 13.4% 13.2% 13.0% 12.9% 12.8%

11.9%

5.9%5.3% 5.0%

5.7% 5.4%6.0%

4.6%

5.5%

4.3%

5.9%

4.0%

5.0%5.9%

0.0%

3.0%

6.0%

9.0%

12.0%

15.0%

18.0%

21.0%

baa1 a3 baa2 a3 a2 baa2 baa2 baa1 ba1 a3 baa1 a3 baa1

MS HSBC^ BCS** UBS* JPM CS* SG^^ GS DB*** BAC BNP RBC CITI

CET1 capital ratio Tier 1 Leverage ratio Median CET1 capital ratio (13.4%) Median Tier 1 leverage ratio (5.4%)

As of Q2 2021. Basel III fully phased in advanced approach for all US banks; Tier 1 leverage ratio for US banks is the supplemental leverage ratio (SLR).*UBS and CS leverage ratios reflect Common Equity Tier 1 plus Low Trigger Additional Tier 1 and High-Trigger Additional Tier 1 securities. **Barclays (BCS) leverage ratio is reflective ofthe spot UK leverage ratio. ***DB's Q2 2021 leverage exposure includes certain central bank balances (“Euro-based exposures facing Eurosystem central banks”) that could normally beexcluded following the European Central Bank's decision. Excluding these items, DB's leverage ratio would have been 4.8%. ^HSBC's Q2 2021 leverage exposures are calculated using theend point definition of capital and the IFRS 9 regulatory transitional arrangements. ^^SG's fully-loaded CET1 capital ratio was 13.2% as of the end of the quarter.Source: Company reports, Moody's Investors Service

Mitigating risks to its capital position, DB has resolved several litigation proceedings that posed large tail risks for bondholders, therebysignificantly enhancing its financial flexibility. As of the end of June 2021, total litigation reserves were €0.9 billion and the amountof reasonably possible contingent liabilities was €2.2 billion as of the same date. However, the possibility of additional litigation andconduct-related charges — the occurrence and amount of which are very difficult to forecast accurately — remains a tail risk for futureearnings, which could potentially set back DB’s progress in executing its plans.

Strong liquidity position and sound funding profileWe assign a baa1 Funding Structure score to DB, one notch above the bank's initial score. The positive adjustment reflects DB'simproved tenure for a larger part of its confidence-sensitive wholesale funding and further captures our expectation that DB will remainless dependent on such funding sources, adding flexibility to managing refinancing costs and executing on the announced plans overthe next 12-18 months.

Following planned business reductions and exits, and considering the fact that DB's stock of loss-absorbing debt is well above theminimum stipulated under the EU's minimum requirement for own funds and eligible liabilities (MREL; Q2 2021 fully-loaded excesswas €21.5 billion), DB will continue replacing some maturing junior senior unsecured debt with less costly preferred senior unsecureddebt or issue less junior senior unsecured debt. Further, the group's total loss-absorbing capacity (available TLAC) amounting to €108.1billion as of the end of the second quarter was well in excess of DB's €70.8 billion requirement10.

8 5 August 2021 Deutsche Bank AG: Update following rating upgrade with a positive outlook

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DB's funding largely consists of €582 billion of customer deposits (of which about half were granular retail deposits), constituting59% of its net liabilities (including equity) as of 30 June 2021. Long-term debt (capital market) funds outstanding declined further andtotaled €154 billion, equal to around 16% of net liabilities (Exhibit 9).

Exhibit 9

DB's balance sheet is highly liquid, a credit positive

58

445

234

65

154

47

582

56

198145

Other Assets

Loans to customers

Highly liquid securities

Trading and related assets

Cash and equivalents

Deposits

Trading and related liabilities

Long-term debt

Other liabilities

Equity

Liquidity reserves

77% loan-to-deposit ratio

€992 billion €992 billion

Trading and related assets along with similar liabilities, include debt and equity securities (excluding highly liquid securities); derivatives; repos; securities borrowed and lent; brokeragereceivables and payables and; loans measured at fair value.Sources: DB's Fixed Income Investor Presentation Q2 2021, Moody's Investors Service

Liquidity remains a credit strengthLiquidity remains a comparative and credit-positive strength of DB and has significantly reduced the bank's refinancing risk. This isreflected in our a1 Liquid Resources score, one notch below DB's aa3 initial score. The assigned score contains a two-notch downwardadjustment to the initial score to reflect our expectation of lower liquidity buffers DB forecasts to hold over the medium-term as wellas asset encumbrance on a sizeable portion of assets that are designated as liquid in our initial ratio and score. At the same time, wemake an offsetting one-notch upward adjustment based on our consideration of the group's conservative management of liquidityacross its various branches and subsidiaries, as well as its high stock of high-quality liquid assets.

The bank reported liquidity reserves of €254 billion as of 30 June 2021, largely comprising central bank cash and other highly liquidsecurities, which substantially mitigates the refinancing risks associated with its more confidence-sensitive wholesale market funding(€68 billion MREL-eligible debt outstanding as of the same date11). DB's liquidity reserve is also well above requirements stipulatedby the Liquidity Coverage Ratio (LCR), which stood at 143% as of the end of June 2021 (net buffer: €67 billion). Some of DB’s excessliquidity is likely to be consumed by planned business growth, reducing the liquidity buffer and LCR somewhat, yet also reducing thenegative carry associated with holding cash at central banks. DB has also taken up €41 billion of the ECB's TLTRO III facility which it willalso extend to the economy, further reducing the cash burden on its P&L.

Exhibit 10

DB's LCR is well in-line with its peer groupGIBs' LCR, Q1 2020 - Q1 2021

0%

50%

100%

150%

200%

CS BCS UBS DB HSBC SG GS BNP MS BAC Citi JPM

Q1-20 Q2-20 Q3-20 Q4 20 Q1 21

Source: Company reports, Moody's Investors Service

9 5 August 2021 Deutsche Bank AG: Update following rating upgrade with a positive outlook

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Environmental, social and governance (ESG) considerationsThe global banking sector has been classified as “Low” risk in our environmental risk heat map12 and as “Moderate” risk in our social riskheat map13.

In line with our general view on the banking sector, DB has a low exposure to environmental risks. For social risks, we also place DB in-line with our general view for the banking sector, indicating a moderate exposure to such risks. This includes considerations in relationto the coronavirus outbreak, given the substantial implications for public health and safety and deteriorating global economic outlook,creating a potentially severe and extensive credit shock across many sectors, regions and markets.

Governance14 is highly relevant for DB, as it is to all banks. Because of the complexity of its global operations, DB's ratings incorporatea one-notch downward adjustment for Opacity and Complexity in the qualitative section of our BCA scorecard. A complex legalstructure and global footprint increase management challenges and the risk of strategic errors. In the case of DB and other GIBs,the aforementioned factors are also combined with complex capital markets activities, with significant exposure to derivatives andstructured products, which also makes reporting and oversight more difficult, as illustrated during and after the 2007-08 financial crisis.

However, for DB and its peers, we believe that governance frameworks and related controls and processes have materially improvedsince the financial crisis and following various issuer-specific shortcomings in the past. Nonetheless, corporate governance remains akey credit consideration, given the new emerging risks, and continues to be a subject of our ongoing monitoring.

Support and structural considerationsLoss Given Failure (LGF) analysisDB is subject to the Bank Recovery and Resolution Directive, which we consider an operational resolution regime. Therefore, we applyour Advanced LGF analysis, where we consider the risks faced by the different debt and deposit classes across the liability structureshould the bank enter resolution. In line with our standard assumptions, we assume a residual tangible common equity of 3%, as wellas asset losses of 8% of tangible banking assets in a failure scenario. We also assume a 25% runoff of junior wholesale deposits and a5% runoff of preferred deposits. Moreover, we assign a 25% probability to junior deposits being preferred to senior unsecured debt. Weapply a standard assumption for European banks that 26% of deposits are junior.

The results of our Advanced LGF analysis are as follows:

» For deposits and senior unsecured debt, our LGF analysis indicates an extremely low loss given failure, leading to three notches ofrating uplift from the bank's baa3 Adjusted BCA.

» For junior senior unsecured debt, our LGF analysis indicates a low loss given failure, leading to one notch of rating uplift from thebank's baa3 Adjusted BCA.

» For subordinated debt and junior securities issued by DB, our LGF analysis indicates a high loss given failure, given the small volumeof debt and limited protection from more subordinated instruments and residual equity, leading to a one-notch deduction from thebank's baa3 Adjusted BCA. We also incorporate additional notching from the Adjusted BCA for junior subordinated and preferenceshare instruments, reflecting the coupon suspension risk ahead of potential failure.

Government support considerationsWe assume a moderate probability of government support for both deposits and senior unsecured debt of DB, which we considera domestic systemically important financial institution, resulting in a one-notch additional rating uplift. For junior senior unsecureddebt15, subordinated debt and hybrid instruments, we believe the potential for government support is low, and these ratings, therefore,do not benefit from any government support uplift.

A2/P-1 Counterparty Risk Ratings (CRRs)The bank's CRRs are positioned four notches above the baa3 Adjusted BCA, reflecting the exttremely low loss-given-failure providedby subordinated instruments, primarily junior senior unsecured debt, to the more senior CRR liabilities and one additional notchof government support uplift assuming a 'Moderate' level of support, in-line with our support assumptions on deposits and seniorunsecured debt.

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A2(cr)/P-1(cr) Counterparty Risk (CR) AssessmentThe bank's CR Assessment is positioned four notches above the baa3 Adjusted BCA, based on the buffer against default provided bymore subordinated instruments, primarily junior senior unsecured debt, to the senior obligations represented by the CR Assessmentand one additional notch of government support uplift assuming a 'Moderate' level of support. Because the CR Assessment capturesthe probability of default on certain senior operational obligations, rather than expected loss, we focus purely on subordination andtake no account of the volume of the instrument class.

Methodology and scorecardMethodologyThe principal methodology we use in rating Deutsche Bank AG is the Banks Methodology, published in July 2021.

About Moody's Bank ScorecardOur bank scorecard is designed to capture, express and explain in summary form our Rating Committee's judgement. When readin conjunction with our research, a fulsome presentation of our judgement is expressed. As a result, the output of our scorecardmay materially differ from that suggested by raw data alone (though it has been calibrated to avoid the frequent need for strongdivergence). The scorecard output and the individual scores are discussed in rating committees and may be adjusted up or down toreflect conditions specific to each rated entity.

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Rating methodology and scorecard factors

Exhibit 11

Deutsche Bank AG

MACRO FACTORSWEIGHTED MACRO PROFILE STRONG + 100%

FACTOR HISTORICRATIO

INITIALSCORE

EXPECTEDTREND

ASSIGNED SCORE KEY DRIVER #1 KEY DRIVER #2

SolvencyAsset RiskProblem Loans / Gross Loans 2.9% a2 ↓ baa2 Operational risk Market risk

CapitalTangible Common Equity / Risk Weighted Assets(Basel III - fully loaded)

14.5% a1 ↓ a3 Nominal leverage Expected trend

ProfitabilityNet Income / Tangible Assets -0.1% caa1 ↑↑ b1 Return on assets Expected trend

Combined Solvency Score baa1 baa2LiquidityFunding StructureMarket Funds / Tangible Banking Assets 26.5% baa2 ↔ baa1 Term structure Extent of market

funding relianceLiquid ResourcesLiquid Banking Assets / Tangible Banking Assets 40.9% aa3 ↓ a1 Stock of liquid assets Expected trend

Combined Liquidity Score a3 a3Financial Profile baa1Qualitative Adjustments Adjustment

Business Diversification 0Opacity and Complexity -1Corporate Behavior 0

Total Qualitative Adjustments -1Sovereign or Affiliate constraint AaaBCA Scorecard-indicated Outcome - Range baa1 - baa3Assigned BCA baa3Affiliate Support notching 0Adjusted BCA baa3

Balance Sheet is not applicable.

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DE JURE WATERFALL DE FACTO WATERFALL NOTCHINGDEBT CLASSINSTRUMENT

VOLUME +SUBORDINATION

SUB-ORDINATION

INSTRUMENTVOLUME +

SUBORDINATION

SUB-ORDINATION

DE JURE DE FACTOLGF

NOTCHINGGUIDANCE

VS.ADJUSTED

BCA

ASSIGNEDLGF

NOTCHING

ADDITIONALNOTCHING

PRELIMINARYRATING

ASSESSMENT

Counterparty Risk Rating - - - - - - - 3 0 a3Counterparty Risk Assessment - - - - - - - 3 0 a3 (cr)Deposits - - - - - - - 3 0 a3Senior unsecured bank debt - - - - - - - 3 0 a3Junior senior unsecured bank debt - - - - - - - 1 0 baa2Dated subordinated bank debt - - - - - - - -1 0 ba1Non-cumulative bank preference shares - - - - - - - -1 -2 ba3

INSTRUMENT CLASS LOSS GIVENFAILURE NOTCHING

ADDITIONALNOTCHING

PRELIMINARYRATING ASSESSMENT

GOVERNMENTSUPPORT NOTCHING

LOCAL CURRENCYRATING

FOREIGNCURRENCY

RATINGCounterparty Risk Rating 3 0 a3 1 A2 A2Counterparty Risk Assessment 3 0 a3 (cr) 1 A2(cr)Deposits 3 0 a3 1 A2 A2Senior unsecured bank debt 3 0 a3 1 A2 A2Junior senior unsecured bank debt 1 0 baa2 0 Baa2 Baa2Dated subordinated bank debt -1 0 ba1 0 Ba1 Ba1Non-cumulative bank preference shares -1 -2 ba3 0 Ba3 (hyb) Ba3 (hyb)[1] Where dashes are shown for a particular factor (or sub-factor), the score is based on non-public information.Source: Moody’s Investors Service

Ratings

Exhibit 12

Category Moody's RatingDEUTSCHE BANK AG

Outlook PositiveCounterparty Risk Rating A2/P-1Bank Deposits A2/P-1Baseline Credit Assessment baa3Adjusted Baseline Credit Assessment baa3Counterparty Risk Assessment A2(cr)/P-1(cr)Issuer Rating A2Senior Unsecured A2Junior Senior Unsecured Baa2Junior Senior Unsecured MTN (P)Baa2Subordinate Ba1Pref. Stock Non-cumulative Ba3 (hyb)Commercial Paper -Dom Curr P-1Other Short Term -Dom Curr (P)P-1

DEUTSCHE BANK TRUST COMPANY AMERICAS

Outlook PositiveCounterparty Risk Rating A2/P-1Bank Deposits A2/P-1Baseline Credit Assessment baa2Adjusted Baseline Credit Assessment baa2Counterparty Risk Assessment A2(cr)/P-1(cr)Issuer Rating A2

Source: Moody's Investors Service

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Endnotes1 Ratings related to JPMorgan Chase Bank, N.A.

2 Ratings related to Citibank, N.A.

3 Excluding specific items per DB disclosures.

4 Per DB disclosures, excluding transformation costs.

5 These items include the increased size of the Single Resolution Fund (SRF) and related bank-levy payments as well as higher-than-anticipatedcontributions to the German deposit protection scheme, adding approximately €400 million to the bank's expense base.

6 Data source is the European Central Bank's Statistical Data Warehouse - Summary Indicators Germany.

7 Exposures include hold positions as well as underwriting commitments.

8 The targeted review of internal models (TRIM) was launched by the ECB at the beginning of 2016 with the aim of harmonizing supervised banks' internalmodels to determine risk-weighted exposure amounts.

9 As displayed here, DB's leverage exposure includes certain central bank balances (“Euro-based exposures facing Eurosystem central banks”) that wouldnormally be excluded following the European Central Bank's decision (EU) 2020/1306. Excluding these balances, the Q2 2021 leverage ratio would havebeen 4.8%.

10 DB's TLAC requirement of 20.52% is measured against its risk-weighted assets of €345 billion as of 30 June 2021.

11 This includes senior preferred and senior non-preferred issuances, as well as AT1 and Tier 2 instruments.

12 Environmental risks can be defined as environmental hazards encompassing the impacts of air pollution, soil/water pollution, water shortages and naturaland human-made hazards (physical climate risks). Additionally, regulatory or policy risks, such as the impact of carbon regulation or other regulatoryrestrictions, including the related transition risks such as policy, legal, technology and market shifts, that could impair the evaluation of assets are animportant factor. Certain banks could face a higher risk from concentrated lending to individual sectors or operations exposed to the aforementioned risks.

13 Social risk considerations represent a broad spectrum, including customer relations, human capital, demographic and societal trends, health and safetyand responsible production. The most relevant social risks for banks arise from the way they interact with their customers. Social risks are particularly highin the area of data security and customer privacy, which are partially offset by sizeable technology investments and banks’ long track record of handlingsensitive client data. Fines and reputational damage because of product mis-selling or other types of misconduct are further social risks. Social trends arealso relevant in a number of areas, such as shifting customer preferences toward digital banking services increasing information technology costs, ageingpopulation concerns in several countries affecting demand for financial services or socially driven policy agendas translate into regulations that affectbanks’ revenue bases. Pressure on profitability can be particularly severe for small banks that have limited options to mitigate declines in net interestincome, their main revenue source. By contrast, large institutions equipped with resources to invest in new businesses or technology will be somewhatable to overcome these challenges.

14 Corporate governance is a well-established key driver for banks and related risks are typically included in our evaluation of the banks' financial profile.Further factors such as specific corporate behaviour, key-person risk, insider and related-party risk, strategy and management risk factors and dividendpolicy may be captured in individual adjustments to the BCA. Corporate governance weaknesses can lead to a deterioration in a company’s credit quality,while governance strengths can benefit its credit profile. When credit quality deteriorates because of poor governance, such as a breakdown in controlsresulting in financial misconduct, it can take a long time to recover. Governance risks are also largely internal rather than externally driven.

15 In particular, for junior senior unsecured debt, the 2018 legal changes to Germany's bank insolvency rank order has lowered the likelihood of governmentsupport being available for these instruments, because they legally rank pari passu with most of the outstanding (statutorily subordinated) seniorunsecured debt instruments issued up until 20 July 2018. This pari passu ranking of junior senior unsecured debt with legacy (statutorily subordinated)senior unsecured instruments makes it less likely that German authorities would selectively support the legacy instruments (which we reclassified intojunior senior unsecured debt), following clarification that the German authorities expect these liabilities to bear losses in a resolution. As a result, ourgovernment support assumption for these instruments is 'Low'.

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15 5 August 2021 Deutsche Bank AG: Update following rating upgrade with a positive outlook