Deutsche Bank Aktiengesellschaft 6-K/A, filed Mar 25, 2020

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K/A

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16

Under the Securities Exchange Act of 1934

For the month of March 2020

Commission File Number 1-15242

DeutscheBank Corporation

(Translation of Registrant’s Name Into English)

DeutscheBank AktiengesellschaftTaunusanlage 12

60325Frankfurt 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  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

Explanatorynote

Deutsche Bank is filing this Amendment on Form 6-K/A (this “Amendment”) to its Report on Form 6-K, dated March 24, 2020 solely for the purposes of furnishing the Notice of Redemption for Deutsche Bank Contingent Capital Trust II, Wilmington, Delaware, U.S.A., 32,000,000 6.55% Noncumulative Trust Preferred Securities with an issue date of May 23, 2007 (Liquidation Preference Amount $25 per Trust Preferred Security) as Exhibit 99.1 which was not previously filed. This Report on Form 6-K/A contains the following exhibit:

Exhibit 99.1: Notice of Redemption for Deutsche Bank Contingent Capital Trust II, Wilmington, Delaware, U.S.A., 32,000,000 6.55% Noncumulative Trust Preferred Securities with an issue date of May 23, 2007 (Liquidation Preference Amount $25 per Trust Preferred Security).

Other than as expressly set forth above, this Form 6-K/A does not, and does not purport to, amend, update or restate the information in any other item of the Form 6-K, or reflect any events that have occurred after the Form 6-K was originally filed. This Report on Form 6-K/A and the exhibit hereto are hereby incorporated by reference into Registration Statement No. 333-226421 of Deutsche Bank AG.

Forward-lookingstatements 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 2019 Annual Report on Form 20-F, which was filed with the SEC on March 20, 2020, on pages 13 through 47 under the heading “Risk Factors.” Copies of this document are readily available upon request or can be downloaded from www.deutsche-bank.com/ir.

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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.

Date: March 25, 2020

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Deutsche Bank Aktiengesellschaft 6-K/A

Exhibit 99.1

Notice of Redemption

for

Deutsche Bank Contingent Capital Trust II

Wilmington, Delaware, U.S.A.

32,000,0006.55% Noncumulative Trust Preferred Securities

havingan Aggregate Liquidation Preference Amount ofUS$ 800,000,000

(Liquidation Preference Amount US$ 25 per Trust Preferred Security)

CUSIP Number: 25153X208

ISIN: US25153X2080

The Regular Trustees and the Property Trustee of Deutsche Bank Contingent Capital Trust II have been notified that on May 23, 2020, Deutsche Bank AG will redeem its Initial Debt Securities and Deutsche Bank Contingent Capital LLC II will redeem its Class B Preferred Securities. We therefore hereby give notice that subject to receipt of the Redemption Price in full by the Property Trustee, the 32,000,000 6.55% Noncumulative Trust Preferred Securities having an aggregate liquidation preference amount of US$ 800,000,000, issued by Deutsche Bank Contingent Capital Trust II with an issue date of May 23, 2007, will be redeemed at their liquidation preference amount of US$ 25 per Trust Preferred Security on the payment date falling on May 23, 2020 (the “Redemption Date”), plus any accrued and unpaid capital payments for the current payment period to but excluding the Redemption Date, with payment of all amounts to be made on May 26, 2020, (the next succeeding business day following the Redemption Date), without adjustment, interest or further payment as a result of such delay in payment. All regulatory preconditions are met.