6-K - DB - Equibles

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13 a -16 OR 15 d -16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of March 2024

Commission File Number 1-15242

DEUTSCHE BANK CORPORATION (Translation of Registrant’s Name Into English)

Deutsche Bank Aktiengesellschaft Taunusanlage 12 60325 Frankfurt am Main Germany (Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐

Explanatory note and Exhibit

On March 28, 2024, Deutsche Bank AG published the attached exhibit. This Report on Form 6-K and the exhibit hereto are hereby incorporated by reference into Registration Statements Nos. 333-258403 and 333-278331 of Deutsche Bank AG.

We generally publish our financial results prepared in accordance with International Financial Reporting Standards (IFRS) as endorsed by the European Union, including application of portfolio fair value hedge accounting for non-maturing deposits and fixed rate mortgages with pre-payment options (“EU IFRS”, using the “EU carve-out”). Fair value hedge accounting under the EU carve-out is employed to minimize the accounting exposure to both positive and negative moves in interest rates in each tenor bucket thereby reducing the volatility of reported revenue from Treasury activities. In addition, our financial targets and capital objectives are based on our financial results prepared in accordance with EU IFRS. Exhibit 99.1 hereto presents financial information using EU IFRS.

For U.S. reporting purposes, we also prepare versions of certain of our financial reports in accordance with IFRS as issued by the International Accounting Standards Board (IASB), which does not permit use of the EU carve-out (“IASB IFRS”), but which is otherwise the same as EU IFRS. For example, our 2023 Annual Report on Form 20-F has been prepared using IASB IFRS, and the impact of the EU carve-out is described in Note 1, “Material accounting policies and critical accounting estimates – Basis of accounting – EU carve-out” to the consolidated financial statements contained therein.

Exhibit 99.1 : Key updates communicated during 1Q 2024, March 28, 2024 (EU IFRS).

Forward-looking statements contain risks

This report contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations. Any statement in this report that states our intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These statements are based on plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which we derive a substantial portion of our trading revenues, potential defaults of borrowers or trading counterparties, the implementation of our strategic initiatives, the reliability of our risk management policies, procedures and methods, and other risks referenced in our filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in our 2023 Annual Report on Form 20-F filed with the SEC on March 14, 2024, in the section entitled “Risk Factors” on pages 11 through 41. Copies of this document are readily available upon request or can be downloaded from www.deutsche-bank.com/ir.

Use of Non-GAAP Financial Measures

This document and other documents we have published or may publish contain non-GAAP financial measures. Non-GAAP financial measures are measures of our historical or future performance, financial position or cash flows that contain adjustments that exclude or include amounts that are included or excluded, as the case may be, from the most directly comparable measure calculated and presented in accordance with IFRS in our financial statements. Examples of its non-GAAP financial measures, and the most directly comparable IFRS financial measures, are as follows:

Non-GAAP Financial Measure	Most Directly Comparable IFRS Financial Measure
Adjusted profit (loss) before tax, Profit (loss) before tax excluding nonoperating costs	Profit (loss) before tax
Profit (loss) attributable to Deutsche Bank shareholders and additional equity components for the segments, Profit (loss) attributable to Deutsche Bank shareholders for the segments, Adjusted profit (loss) attributable to Deutsche Bank shareholders, Profit (loss) attributable to Deutsche Bank shareholders excluding nonoperating costs	Profit (loss)
Revenues excluding specific items, Revenues on a currency-adjusted basis	Net revenues
Adjusted costs, Costs on a currency-adjusted basis, Nonoperating costs	Noninterest expenses
Cost/income ratio excluding nonoperating costs	Cost/income ratio based on noninterest expenses
Net assets (adjusted)	Total assets
Tangible shareholders’ equity, Average tangible shareholders’ equity, Tangible book value, Average tangible book value	Total shareholders’ equity (book value)
Post-tax return on average shareholders’ equity (based on Profit (loss) attributable to Deutsche Bank shareholders), Post-tax return on average tangible shareholders’ equity (based on Profit (loss) attributable to Deutsche Bank shareholders), Adjusted post-tax return on average tangible shareholders’ equity (based on adjusted profit (loss) attributable to Deutsche Bank Shareholders), Post-tax return on average shareholders’ equity excluding nonoperating costs, Post-tax return on average tangible shareholders’ equity excluding nonoperating costs	Post-tax return on total shareholders’ equity
Book value per basic share outstanding, Tangible book value per basic share outstanding	Book value per share outstanding

For descriptions of these non-GAAP financial measures and the adjustments made to the most directly comparable financial measures under IFRS, please refer to the section “Supplementary Information (Unaudited): Non-GAAP Financial Measures” on pages 430 to 437 of our 2023 Annual Report on Form 20-F.

When used with respect to future periods, non-GAAP financial measures we use are also forward-looking statements. We 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.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Deutsche Bank Aktiengesellschaft

Date: April 2, 2024

By:	_/s/ Andrea Schriber____________
Name:	Andrea Schriber
Title:	Managing Director

By:	_/s/ Joseph C. Kopec____________
Name:	Joseph C. Kopec
Title:	Managing Director and Senior Counsel

Report

Exhibit 99.1

Key updates communicated during Q1 2024

28 March 2024

Key updates communicated during Q1 2024

Revenues:

       At the 
       Morgan Stanley European Financials Conference,
        Christian Sewing provided 
       guidance 
       for 
       the 
       Q1 2024 divisional revenue performance:

       In the 
       Corporate Bank
        revenues are expected to be 
       essentially flat
        to Q4 2023

       showing the diversified business mix 
       with
       in the division,
        with investments in fee-related business coming through

       Momentum in the Investment Bank has been positive in Q1 so far,
        with an encouraging performance in both FIC and Origination & Advisory \(O&A\),
        and around 90bps of market share growth in O&A since YE 2023; 

       FIC revenues in Q1 2024 are expected to be slightly up year on year,
        helped by,
        amongst others,
        the S&P upgrade in December 2023

       With regard to the 
       Private Bank,
        revenues in Q1 2024 are expected to be 
       flattish to slightly down compared to Q4 2023

       due to 
       predicted lower 
       net interest income \(NII\)

       And as 
       stated
        in previous quarters, 
       Corporate 
       &

       Other revenues can be volatile through the quarters due to items such as 
       valuation and timing differences

       Christian Sewing
        also confirmed the € 30bn revenue ambition for FY 2024
        at the Morgan Stanley European Financials Conference,
        as he remains confident that Deutsche Bank can maintain a solid revenue trajectory, supported by the expected growth in non-interest income

       On March 14, 2024 Deutsche Bank published its 
       2023 Annual Report, 
       which provides
        further guidance 
       on 
       revenues
        for

       the divisions

       for

       FY 2024:

       In the 
       Corporate Bank, 
       revenues are expected to be 
       slightly lower
        compared to the prior year mainly driven by lower 
       NII

       In the 
       Investment Bank,
        revenues are anticipated to be 
       higher
        compared to 
       the 
       previous year due to slightly higher FIC revenues and significantly higher O&A revenues

       Revenues in the 
       Private Bank
        are expected to remain 
       essentially flat
        compared to 
       FY 2023, as growth in investment product revenues is expected to be partially offset by a decline in deposit revenues

       James von Moltke stated at the 
       Q4 2023 results
        that 
       NII is expected to reduce by
       ~€ 600m
        across banking book segments
        \(Corporate Bank, Private Bank, FIC Financing\) and funding in FY 2024
        compared to € 13.2bn in FY 2023,
        driven by the convergence of betas to steady-state levels

       He reiterated that the reduction in NII is expected to be larger in the Corporate Bank than in the Private Bank in FY 2024

       With regard to 
       FY 2025,
       NII is expected to increase by ~€ 400m

        YoY
        as the beta convergence is
        expected to be
        largely offset by the rollover of hedge portfolios as well as balance sheet growth

Costs:

       At the Q4 2023 results, Christian Sewing and James von Moltke emphasized that the 
       adjusted cost run-rate is expected to reduce to 
       around 
       € 5bn 
       per quarter,
        starting from Q1 2024,
        due to the non-repeat of one-off items as well as additional management actions

       At the Morgan Stanley European Financials Conference
       ,
        Christian Sewing reiterated 
       his confidence to

       achieve 
       adjusted costs 
       of around € 5bn for Q1 and 
       of around
        € 20bn for FY 2024

       James von Moltke 
       stated 
       at the Q4 2023 results that 
       restructuring
        & severance
        charges of

       ~€ 400m 
       are expected for FY 2024

       In the 2023 Annual Report,
        Deutsche Bank guides for 
       noninterest expenses 
       and
        adjusted costs 
       to be essentially flat 
       in 
       FY 2024
        compared to the previous year

       The 2023 Annual 
       Report also provides
        additional guidance on divisional costs
        for FY 2024:

       In the 
       Corporate Bank,
        noninterest expenses and adjusted costs are expected to be 
       slightly higher
        compared to last year

       Noninterest expenses in the 
       Investment Bank

       are anticipated to be 
       essentially flat
        compared to FY 2023

       Private Bank
        noninterest expenses
        and adjusted costs
        are expected to be 
       slightly lower
        compared to 
       FY 2023

       Noninterest expenses 
       and adjusted costs in 
       Asset Management
        are expected to be 
       essentially flat
        compared to the previous year

Provision for credit losses:

       At the 
       Morgan Stanley European Financials Conference,
        Christian Sewing 
       reiterated

       the FY 2024 guidance
        for the provision for credit losses
        to be in a range
        of 25-30bps
        of average loans,
        albeit at the higher end of the range

       He expects the 
       provision for credit losses in Q1 and Q2 2024 to be at similar levels as in Q4 2023,
        with some relaxation expected in H2 2024

Commercial Real Estate:

       In the 2023 Annual Report, Deutsche Bank provided 
       enhanced disclosure on its Commercial Real Estate \(CRE\) exposure,
        including

       a split of the stress-tested CRE portfolio of € 31.2bn as of December 31, 2023 into exposure by stages with € 21.6bn in stage 1, € 6.9bn in stage 2 and € 2.8bn in stage 3

       the provision for credit losses for the stress-tested CRE portfolio in 2023 of € 388m, of which € 298m in North America, and

       an update of the stress test on the stress-tested CRE portfolio,
        which

       could
        result 
       in
        ~€ 1.1bn of credit losses over multiple years based on the respective maturity profile; the stress loss is reported gross of allowance,
        however, covering a
        portfolio where the bank has already a credit
        loss
        allowance in place;
        additional details and limitations of the stress test can be found in the 2023 Annual Report

Capital and capital distribution:

       On March 26, 2024

        Deutsche Bank published the agenda for the 
       Annual General Meeting 
       2024

       and proposed a
        dividend of € 0.45 per share in respect of FY 2023 \(~€ 900m\)
        as outlined by Christian Sewing at 
       the 
       Q4 2023 results

       At the 
       Q4 2023 results, 
       Christian Sewing stated that Deutsche Bank 
       received approval for further share buyback of € 675m.
       On March 1, 2024, Deutsche Bank announced the commencement
        of the share buyback program on March 4, 2024

       Christian Sewing stated that shareholder distributions 
       are
        planned to 
       be increased to 
       50% of net income from FY 2024,
        and 
       further emphasized that Deutsche Bank expects to significantly outperform the original target of € 8bn cumulative payout 
       in respect of

       FY 2021-2025

       He 
       further 
       expressed that,
        subject to a 50% payout ratio,
        there is scope to extend
        the 50% capital return increase objective, 
       suggesting 
       a dividend of € 1 per share in respect of FY 2025, 
       payable in 2026

       At the Morgan Stanley European Financials Conference, Christian Sewing reiterated his 
       confidence to allocate a substantial part of the € 3bn of potential additional freed-up capital through 2025 to investors

       In Q1 2024, the 
       CET1 ratio
        will be impacted 
       by the full deduction of the announced 

       € 
       675m share buyback from CET1 capital \(~20bps\); in addition, in accordance with 
       EBA Q&A
        2023\_6887 Share buybacks included in distribution policies,
        Deutsche Bank will deduct 50% of net income in
        Q1 2024 from the CET1 ratio
        and not the pro-rata 
       share of the intended dividend in respect of FY 2024, which was guided to € 0.68 per share

       In the 2023 Annual Report, Deutsche Bank guides for the 
       CET1 ratio 
       at YE 2024 to be essentially flat to YE 2023

2025 targets and guidance:

       At the Q4 2023 results, 
       Deutsche Bank 
       raised the revenue 
       CAGR
        target for
        the period
        2021-2025

       to 5.5-6.5%,
        from 3.5-4.5% previously, 
       with the aim of 
       reaching revenues of around € 32bn 
       in FY 2025

       Non-interest income growth is expected to contribute approximately 2.5
        percentage points
        to the targeted compound annual growth between 2021 and 2025,
        while NII is expected to contribute around 4 percentage points

       At the Q4 2023 results,
        James von Moltke emphasized that 
       about half of the expected 
       non-interest income growth

       until 2025 is 
       anticipated to come from 
       O&A
       ,

       with 
       one third of growth in 
       O&A
        expected from market growth,
        and 
       two thirds from market share growth

       Christian Sewing reiterated that the guidance for 
       FY 2025 noninterest expenses
        remains unchanged, 
       essentially flat to FY 2022 
       at around € 20bn
       ,
        while he 
       also 
       confirmed the 
       &lt;
       62.5% 
       cost/income ratio \(CIR\) target

       James von Moltke stated at the Q4 2023 results that 
       restructuring & severance 
       and litigation 
       charges of ~€ 400m 
       collectively 
       are expected for FY 2025

       In the 2023 Annual Report,
        Deutsche Bank 
       reaffirmed 
       its
        2025
        target of a post-tax 
       return on tangible equity
        \(RoTE\) of &gt; 10%

- In the Q4 2023 Fixed Income Investor Conference Call, Richard Stewart reiterated the CET1 ratio objective of a minimum of 200 basis points above MDA

Structural reporting changes with Q1 2024:

       On March 28, 2024,
        Deutsche Bank published the Financial Data Supplement for comparison periods 2022-2023, reflecting the structural reporting changes effective from Q1 2024 highlighted below

       The 
       Investment Bank
        introduced
        additional subcategories to FIC Sales and Trading revenues, entitled 
       Fixed Income & Currencies: Financing and 
       Fixed Income & Currencies: Ex-Financing; 
       at the same time, FIC Sales and Trading will be renamed to 
       Fixed Income & Currencies;
        Origination & Advisory revenues will continue to be presented in the sub-categories Debt Origination, Equity Origination and Advisory;
       additionally, Research revenues will be reported together with Other in the category Research and

       Other

       As disclosed in the 
       2023 
       Annual Report
        and mentioned in the 
       Interim Report as of June 30, 2023, the

       Private Bank
        will follow a customer-focused

       approach by classifying the existing customer base into two distinct 
       global client segments: 
       Wealth Management & Private Banking
        and 
       Personal
        & Premium
        Banking; 
       this approach reflects the 
       focus to serve 
       clients in a more targeted and effective way across the Private Bank

       Wealth Management &

       Private Banking combines the coverage of private banking, high-net-worth and ultra-high-net-worth 
       clients, as well as business clients in selected international businesses
        \(reflecting the ‘Bank for Entrepreneurs’ strategy\);

       The client

       segment Personal
        & Premium
        Banking includes retail and affluent customers as well as commercial 
       banking clients in specific international businesses \(i.e., all small business clients and small 
       sized corporate clients that are not covered as part of the Wealth Management & Private Banking client segment\)

       As previously communicated, from 
       Q1 2023, the bank introduced a
       Driver-Based Cost Management \(DBCM\)
        methodology for the allocation of costs originated in respective 
       infrastructure functions which aims to provide transparency over the drivers of 
       infrastructure costs and links costs more closely to service consumption by segments; 
       for FY 2023, costs relating to 
       infrastructure functions were allocated using an actuals to plan approach, with the exception of technology development costs which were charged to the divisions based on actual expenditures; 
       reflecting the bank’s commitment to further cost discipline, 
       beginning 
       in 
       2024,
        all 
       infrastructure costs will be charged to divisions based on actual costs and service consumption;		   while the restatement of 2023 allocations impacted
        the
        divisional

       CIRs and RoTEs, 
       the respective Group metrics will be unaffected by the
        methodology
        change

       Deutsche Bank 
       has

       changed
        the 
       allocation
        of tangible shareholders’ equity across divisions

       and now 
       retains
        capital held
        against Group items in Corporate & Other, which has previously been allocated to the businesses;

       while the restatement of 
       the prior periods’ 
       allocations impacts the 
       divisional 
       RoTEs, 
       the respective Group metric 
       is

       unaffected by the change

Issuance:

       Select issuance highlights below:

       January 8, 2024: 
       dual tranche - € 1.0bn floating rate
        senior preferred with maturity in 2026, € 1.0bn 3.75% senior preferred with maturity in 2030

       January 11, 2024: CHF 0.16bn 2.245% senior preferred with maturity in 2030

       February 2, 2024: $ 1.0bn 5.706% senior non-preferred with maturity in 2028 \(callable 2027\)

       March 25, 2024: S$ 0.4bn 4.4% senior non-preferred with maturity in 2028
        \(callable 2027\)

       March 26, 2024: 

       € 1.0bn 4.125% senior non-preferred with maturity in 2030 \(callable 2029\)

       ~
       € 5.7bn issued in Q1 2024 out of € 13-18bn funding plan for the year

Next significant events:

       April 25, 2024 – Q1 2024 results – Analyst Conference Call

       April 26, 2024 – Q1 2024 results – Fixed Income Call

       May 16, 2024 – Annual General Meeting

       May 21, 2024 – Expected dividend payment date for FY 2023

Disclaimer

This presentation contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations and the assumptions underlying them. These statements are based on plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which we derive a substantial portion of our revenues and in which we hold a substantial portion of our assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation of our strategic initiatives, the reliability of our risk management policies, procedures and methods, and other risks referenced in our filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in our SEC Form 20-F of March 14, 2024 under the heading “Risk Factors.” Copies of this document are readily available upon request or can be downloaded from investor-relations.db.com.