EX-4.9



 Exhibit 4.9 

Global Share Purchase Plan 
 Plan Rules 

1 Purpose 
 The Global Share Purchase Plan enables eligible
employees to acquire Shares in DB which give them a continuing stake in DB. The Plan is intended to support retention and reward employee commitment to DB. Participation during one Plan Year does not guarantee future participation. 

2 Definitions 
 For the purposes of the Plan, the following terms
shall have the meanings indicated: 
 “Acquirer Entity” means the person, company or entity which, through acquisition, merger, spin-off, transfer, or other consolidation (or series thereof), shall be the legal successor to or owner (whether direct or indirect) of the DB business unit, Division or Subsidiary (or, if applicable, the part of
the DB business unit or Division) in which the relevant Participant worked, or any of its Subsidiaries or Holding Companies or any Subsidiary of any such Holding Company. 

“Agreed Termination” means a Participant ceasing to be a DB Employee following the resolution of an employment-related dispute, resolved by the
execution of a settlement, separation or compromise agreement containing, among other things, a full release of claims against each DB Group Company by the Participant. 

“Award” means Purchased Shares and/or a Matching Award. 

“Award Date” means the date which the Committee sets in respect of the grant of a Matching Award. 

“Cause” means in respect of the termination of the Participant’s employment as a DB Employee by any DB Group Company: (i) any act or
omission or series of acts or omissions that, when taken together or alone, constitute a material breach of the terms and conditions of employment; (ii) the conviction of the Participant by a competent court of law of any crime (other than
minor motoring offences or offences of a similar nature that do not materially affect the business or reputation of any DB Group Company); (iii) unlawful, unethical or illegal conduct, or any misconduct by the Participant in connection with the
performance of the Participant’s duties as a DB Employee or conduct by the Participant otherwise in violation of the terms of the applicable employee handbook or other local policy or contractual documentation; (iv) knowingly failing or
refusing to carry out specific lawful instructions from a DB Group Company (or a duly authorized employee or officer of such a company) relating to material matters or duties within the scope of the Participant’s responsibilities for a DB Group
Company; (v) committing any act involving dishonesty, fraud, misrepresentation, or breach of trust; or (vi) the issuance of any order or enforcement action against the Participant or against any DB Group Company in connection with the
Participant’s actions or omissions by any regulatory body with authority over the conduct of business by that DB Group Company that materially impairs a) the financial condition or business reputation of the DB Group or any DB Group Company or
b) the Participant’s ability to perform the Participant’s assigned duties. 
 “Change of Control” means a change in the control of
Deutsche Bank AG which shall occur if, by one or a series of transactions or events, a third party or a group of third parties acting together (directly or indirectly) acquires more than 50 percent of the issued share capital of Deutsche Bank
AG and/or 

  
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becomes entitled to exercise more than 50 percent of voting rights attributable to the issued share capital of Deutsche Bank AG. The Committee (as constituted before the relevant event) will
determine, in its sole discretion, whether or not a Change of Control has occurred in accordance with this definition. 
 “Committee” means the
Senior Executive Compensation Committee in normal circumstances but may alternatively be the Management Board or any committee or other entity or persons designated by the Management Board to act as the decisional body under this Plan. To the extent
that matters are determined in relation to the operation of the Plan for members of the Management Board, the Committee means the Supervisory Board of Deutsche Bank or a duly authorised committee of the same. 

“Compliance Department” means any applicable compliance department of the DB Group. 

“Contribution Amount” means the money deducted from a Participant’s salary after applicable tax and social security withholding during the Plan
Year, or otherwise paid by the Participant during the Plan Year to the Plan Administrator, to acquire Purchased Shares. 
 “DB Employee” means a
person employed by any DB Group Company. 
 “DB” or “DB Group” means Deutsche Bank and each of its Subsidiaries. 

“DB Group Company” means any company or other corporation in the DB Group. 

“DB Participating Entity” means any company in the DB Group which, at the time of invitation, employs any employee invited to participate in the
Plan under Rule 4.1. 
 “DB Share(s)” or “Shares” means a registered share of Deutsche Bank AG, as listed and traded on the Frankfurt
Stock Exchange – Xetra or other authorized exchanges, or any other shares which may replace them from time to time (whether in a successor corporation or otherwise). 

“Delivery” means DB Shares forming all or part of an Award being held by the Participant or, if earlier, being transferred into the
Participant’s (or the Participant’s Representative’s) custody account. “Delivery Date” and “Delivered” shall be construed accordingly. 

“Deutsche Bank” means Deutsche Bank AG and any successor corporation or other corporation into which Deutsche Bank AG is merged or consolidated or
to which Deutsche Bank AG transfers or sells all or substantially all of its assets. 
 “Division(s)” means the primary operational business areas
of the DB Group, which include the core revenue generating areas and infrastructure and support areas, as established or adjusted by Deutsche Bank, in its discretion, from time to time. Each Division is divided into smaller operating business units.

 “Holding Company” of a company or entity means a company or entity of which the first company or entity is a Subsidiary. 

“Management Board” means the Management Board of Deutsche Bank (the Vorstand). 

“Matching Award” means a conditional right to receive DB Shares granted under Rule 4.2. 

“Participant” means a person on behalf of whom Purchased Shares are held or who holds a Matching Award or, in the case of the Participant’s
death, the Participant’s Representative. 

  
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 “Plan” means this all employee share plan, the “Global Share Purchase Plan” as governed by
these Rules as changed from time to time. 
 “Plan Administrator” means Deutsche Privat- und Geschäftskunden AG or any other person or entity
appointed by the Committee for the purpose of administering the Plan as referred to in Rule 8.1. 
 “Plan Rules” or “Rules” means this
document (including any annexes to this document which have been approved by the Committee) which sets out the binding terms and conditions of the Plan (as amended from time to time pursuant to Rule 9). 

“Plan Year” means the financial year of DB during which employees are invited to participate under Rule 4.1. 

“Purchased Shares” means DB Shares acquired on behalf of a Participant in accordance with Rule 4.1, using (i) the Contribution Amount the
Participant has contributed; and (ii) any cash dividends payable during the Plan Year in respect of those DB Shares. 
 “Representative”
means, in the case of death or Total Disability, the Participant’s duly appointed beneficiary, legal representative or administrator, as applicable. 

“Retirement” means retirement at pensionable age in accordance with the pension plan arranged or provided by or in conjunction with a DB Group
Company, of which the Participant is, or is eligible to be, a member. 
 “Salary” means the annual base salary which has been notified to the
employee. 
 “Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any regulations promulgated or
U.S. Treasury Department or U.S. Internal Revenue Service guidance issued thereunder, as may be in effect from time to time. 
 “Senior Executive
Compensation Committee” means the committee delegated by the Management Board to govern this Plan. 
 “Subsidiary” means a company or other
entity in which a Holding Company has a direct or indirect controlling interest or equity or ownership interest which represents more than fifty percent (50%) of the aggregate equity or ownership interest in that company or entity. 

“Supervisory Board of Deutsche Bank” means the board that oversees and advises the Management Board in its management of the business. 

“Total Disability” means the Participant being prevented from engaging in any substantial gainful activity by physical or mental impairment that can
be expected to either (i) result in death or (ii) last for a continuous period of not less than 12 months as certified by the Committee, in its sole discretion. 

“U.S. Taxpayer” means any employee resident in the U.S., all U.S. persons employed outside the U.S. and any other individual subject to U.S.
taxation. 
 “Vest” means, in the context of an Award, to be no longer subject to the forfeiture provisions contained in these Plan Rules, except
for those contained in Rule 4.2.3 and 5.4, as applicable. “Vesting” and “Vested” shall be construed accordingly. 
 “Vesting
Date” means the earlier of: (i) the date determined by the Committee on which, subject to the terms of these Plan Rules, a Participant becomes unconditionally entitled to the DB Shares comprised in the Participant’s Matching Award, as
determined in accordance with Rule 4.1.1(vi); and (ii) the date on which the Matching Award Vests in accordance with Rules 5 or 7. 

  
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 3 Interpretation 

In this Plan, where the context permits, words in the singular shall include the plural and vice versa and words in the masculine shall include the feminine.

 The headings in the Rules are for the sake of convenience only and should be ignored when construing the Rules. 

4 Awards 
 4.1 Purchased Shares: The Committee may invite, at any
time, DB Employees to participate in the Plan. 
 4.1.1 The Committee shall determine the following for each invitation: 

(i) any eligibility requirements in order to participate in the Plan, including the terms of any qualifying period of service; 

(ii) any maximum and/or minimum amount of Contribution Amount which the employee may contribute in any month or Plan Year; 

(iii) whether the Contribution Amount may be contributed via Salary deduction and/or other form of payment by the Participant (including one off lump sum
contributions) and details of how the contributions will be made, including, for Salary deductions, whether these will be on a monthly or four-weekly basis and, in respect of contributions otherwise than by Salary deduction, the timing of payments
and any information the Participant is required to supply; 
 (iv) the date during the Plan Year on which a Participant may elect to cease making
contributions of Contribution Amount for that Plan Year without prejudicing the Participant’s right to receive a Matching Award in respect of Purchased Shares already acquired, in accordance with Rule 4.1.6; 

(v) the number of DB Shares in a Matching Award which may be granted to the Participant on the Award Date, by reference to the number of Purchased Shares held
on that date, subject to any maximum limits; 
 (vi) the Vesting Date for Matching Awards; and 

(vii) any other terms or features of the Award which the Committee deems relevant. 

4.1.2 Any amount contributed in excess of (a) the maximum allowed under Rule 4.1.1(ii), or (b) any amount the Participant agrees to contribute as
Contribution Amount, shall be paid over to the Participant as soon as possible. 
 4.1.3 Subject to Rule 4.1.4, any cash dividends payable during the Plan
Year in relation to Purchased Shares will be used to acquire further Purchased Shares. 
 4.1.4 The Plan Administrator shall acquire DB Shares on behalf of
the Participant as soon as practicable after the Contribution Amount is deducted from the Participant’s salary or otherwise paid by the Participant or as soon as practicable after the cash dividend has been paid. Any surplus amount of
Contribution Amount or cash dividend remaining after the acquisition of DB Shares by the Plan Administrator shall be carried forward and aggregated with the amount to be used for the next acquisition of DB Shares or, if any such surplus amount
remains after the last acquisition of DB Shares relating to a Plan Year, it shall be paid over to the Participant as soon as possible unless DB and the Participant agree otherwise. The Participant shall not be entitled to interest on any such
surplus amount. 

  
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 4.1.5 Any Purchased Shares shall be held on the Participant’s behalf in an account established by the Plan
Administrator for the Participant, which may be an account held with an entity outside DB, until they are withdrawn from the Plan. Subject to Rules 5 and 7, a Participant may withdraw all the Purchased Shares held on that Participant’s behalf
at any time by notice in writing to DB and the Purchased Shares will be transferred or sold in accordance with Rule 6.2. Unless a later date is specified in the notice, such notice shall take effect 30 days after DB receives it. 

4.1.6 Without prejudice to Rule 4.1.7, a Participant may stop contributions of the Contribution Amount with effect from the date determined under Rule
4.1.1(iv) by giving at least 30 days’ notice in writing to DB. The Participant may not re-start contributions of the Contribution Amount in the same Plan Year except on life change events in accordance
with Rule 4.1.7. The Participant shall continue to be entitled to receive a Matching Award in respect of the Purchased Shares the Participant continues to hold in respect of that Plan Year, provided the Participant satisfies all other relevant
requirements of the Plan on the Award Date. 
 4.1.7 A Participant may, on a one off basis, either stop making contributions or re-start contributions or change the Contribution Amount if the Participant gives notice in writing to the Plan Administrator, together with supporting evidence, that the Participant has experienced a life change
event during the relevant Plan Year, including but not limited to the following events: 
 (ii) marital and civil partnership status change; 

(iii) relocation of the Participant’s home or office; 
 (iv)
changes to the Participant’s working hours; or 
 (v) any other event, that has had a significant and detrimental effect on the Participant’s
financial position, to be determined by the Committee in its sole discretion. 
 Where a Participant gives notice, including supporting evidence, in
accordance with this Rule 4.1.7 and in a form satisfactory to the Plan Administrator that the Participant has experienced such a life change event during the Plan Year, such notice shall take effect 30 days after the Plan Administrator receives it.
If the Participant is re-starting contributions or changing the Contribution Amount, the Participant must specify the amount of the contributions in the notice, in accordance with any maximum and/or minimum
amount allowed under Rule 4.1.1(ii). 
 4.1.8 Any Purchased Shares shall not be subject to any provision under which they may be forfeited. 

4.1.9 A Participant shall be entitled to receive dividends, subject to Rule 4.1.3, and vote and have all other rights of a shareholder in respect of any DB
Shares held on behalf of the Participant as Purchased Shares. 
 4.2 Matching Awards: On the Award Date for each relevant Plan Year, the Committee may grant
or permit to be granted by such other persons as it may determine a Matching Award to a Participant based on the number of Purchased Shares acquired in that Plan Year, in accordance with Rule 4.1.1. 

4.2.1 In making a Matching Award the Committee will notify to the Participant the number of DB Shares subject to the Matching Award and the Vesting Date, in
accordance with Rule 4.1.1. 

  
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 4.2.2 A Participant may surrender a Matching Award in whole or in part by notice in writing to the Plan
Administrator no later than 60 days after the Award Date. A Matching Award, or part of a Matching Award, which has been validly surrendered will be deemed never to have been made under the Plan. 

4.2.3 A Participant may not at any time before settlement in accordance with Rule 6 (whether before or after the Vesting Date) (i) transfer, assign, sell,
pledge, or grant a Matching Award to any person or entity any rights in respect of any Matching Award; or (ii) enter into any transactions having the economic effect of hedging a Matching Award or otherwise offsetting the risk of price
movements, or attempt to do so, with respect to all or part of the DB Shares subject to the Matching Award. This Rule 4.2.3 does not apply to the transmission of a Matching Award on the death or Total Disability of a Participant to the duly
appointed Representative. Unless the Plan Administrator or the Committee decides otherwise, any breach of this Rule 4.2.3 will result in the forfeiture by the Participant of the Participant’s Matching Award without any claim for compensation by
the Participant or any Representative. 
 4.2.4 A Participant has no entitlement whatsoever to any DB Shares in respect of a Matching Award until the
Matching Award is settled in accordance with Rule 6.1. For the avoidance of doubt a Participant is not entitled to any dividends, voting rights or any other rights of a shareholder in respect of the DB Shares subject to a Matching Award until the DB
Shares are transferred to a Participant’s account in accordance with Rule 6.1. Neither a Matching Award nor any DB Shares delivered in settlement of a Matching Award give a Participant the right to subscribe for unissued DB Shares. 

5 Impact of termination of employment 
 5.1 If a Participant
ceases to be employed by any DB Participating Entity prior to the Vesting Date specified under Rule 4.1.1(vi), the Participant will forfeit a Matching Award without any claim for compensation, unless either (a) the Participant continues to be
employed, with no break in service, by a company in the DB Group (i.e. a non DB Participating Entity) or (b) the Participant ceases to be a DB Employee for one of the following reasons: 

(i) termination by a DB Group Company without Cause; 
 (ii)
redundancy; 
 (iii) Agreed Termination; 
 (iv) the Participant
ceases to be employed by any DB Participating Entity due to the sale, merger, spin-off, transfer, or other consolidation (or series thereof) outside of the DB Group of the DB business unit, Division or
Subsidiary (or, if applicable, the part of the DB business unit or Division) in which the Participant worked, but excluding a sale or transfer by which Deutsche Bank is merged or consolidated or transfers or sells substantially all of its assets;

 (v) Retirement; 
 (vi) death or Total Disability of the
Participant. 
 5.2 Where a Participant ceases to be employed by a DB Participating Entity but continues to be employed by a DB Group Company, or ceases
employment with a DB Participating Entity for one of the reasons specified in Rule 5.1 above, to be determined by the Committee in its sole discretion, the Matching Award shall Vest in full on the cessation of employment with the DB Participating
Entity and be distributed in accordance with Rule 6.1. 

  
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 5.3 Where a Participant ceases to be employed by a DB Participating Entity for any reason, even if the
Participant continues to be employed by a DB Group Company, any Purchased Shares held on the Participant’s behalf shall be withdrawn from the Plan and transferred or sold in accordance with Rule 6.2 within 90 days of cessation of employment.
With effect from the date of cessation of employment with the DB Participating Entity, no further contributions of Contribution Amount will be made and any cash dividends payable in relation to Purchased Shares will not be used to acquire further
Purchased Shares. For the avoidance of doubt, no Matching Award will be granted by reference to any Purchased Shares withdrawn before the Award Date. 
 5.4
A Participant shall automatically forfeit, without any claim for compensation by the Participant or any Representative, Matching Awards which have not been Delivered, if at any time prior to Delivery the Participant ceases to be a DB Employee by
reason of termination for Cause by any DB Group Company. 
 6 Settlement of Matching Awards, transfer and sale of Shares 

6.1 Time and manner of settlement of Matching Awards: A Matching Award will be settled in accordance with this Rule 6.1 within two and a half months following
the Vesting Date of that Award, or such other number of days as determined by the Committee in its sole discretion. 
 6.1.1 Subject to Rule 6.3, a Matching
Award will be settled by way of a distribution by the Plan Administrator of the number of DB Shares in the Matching Award to either a Participant’s employee account or to an account established by the Plan Administrator for a Participant, which
may be an account held with an entity outside DB. 
 6.1.2 In the case of settlement following the death of a Participant, prior to settling the Matching
Award in accordance with this Rule 6.1, the Committee may require the Representative of the deceased Participant to produce such evidence as the Plan Administrator may require in order to establish that the Representative is entitled to receive the
DB Shares. 
 6.2 Transfer and sale of Shares: A Participant must provide details of the Participant’s bank account and any personal custody account at
any time before the Vesting Date of a Matching Award or the withdrawal of Purchased Shares in accordance with these Rules, by notice in writing or via the intranet to the Plan Administrator. Following settlement of a Matching Award as described in
Rule 6.1 or the withdrawal of Purchased Shares, a Participant may direct the transfer of the DB Shares to the Participant’s personal custody account or the sale of the DB Shares and transfer of the proceeds to the Participant’s bank
account, subject to Rule 6.3 and in accordance with the terms governing the Participant’s account, Compliance Department rules that are in effect from time to time and such rules, laws and regulations as may be applicable to the holding of the
settled DB Shares by the Participant. 
 6.3 Tax and social security withholding: The Plan Administrator or any DB Group Company may withhold such amounts
and make such arrangements as it considers necessary to meet any liability to taxation or social security contributions in respect of an Award. These arrangements may include the sale or reduction in number of any DB Shares on behalf of a
Participant or withholding the necessary amounts from the Participant’s monthly salary. If any liability to taxation or social security contributions is due on the Vesting of an Award under Rule 5, the Plan Administrator may sell on behalf of
the Participant any DB Shares to be received by a Participant in respect of an Award and distribute the proceeds of such sale, less any applicable withholdings, to the Participant. 

  
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 6.4 Residual cash: Any residual cash following the sale or reduction in number of DB Shares under Rule 6.3 will
be settled by the Plan Administrator by a cash payment to the Participant through local payroll or in any other way the Plan Administrator sees fit. 
 6.5
Compliance: The acquisition of Purchased Shares and the making of a Matching Award and its settlement are subject to any approvals or consents required under any applicable laws or regulations or by any governmental authority, the requirements of
any exchange on which DB Shares are traded and any policy adopted by the Compliance Department. The sale of DB Shares by DB Employees requires a mandatory Compliance pre-approval in most locations before
submitting a request to sell. Reference for more details is made to the Compliance website: http://dbnetwork.db.com/plus/infrastructure/cagg/en/about-cagg.html 

7 Corporate Events 
 7.1 Effect of Change of Control on Awards:
On or before the occurrence of a Change of Control, the Committee shall have the sole discretion to determine whether none, some or all of the outstanding Matching Awards will Vest as a result of the Change of Control and be distributed in
accordance with Rule 6.1 and/or any Purchased Shares shall be withdrawn from the Plan and transferred or sold in accordance with Rule 6.2 within 90 days of the Change of Control; provided that, with respect to all U.S. Taxpayers, the Committee shall
not take any action inconsistent with Section 409A. With effect from the date of the Change of Control, no further contributions of Contribution Amount will be made and any cash dividends payable in relation to Purchased Shares will not be used
to acquire further Purchased Shares. For the avoidance of doubt, no Matching Award will be granted by reference to any Purchased Shares withdrawn before the applicable Award Date. 

7.2 Corporate successors: The Plan shall not be automatically terminated by a transfer or sale of the whole or substantially the whole of the assets of
Deutsche Bank AG, or by its merger or consolidation into or with any other corporation or other entity, but the Plan or an equivalent benefits plan shall be continued after such sale, merger or consolidation subject to the agreement of the
transferee, purchaser or successor entity. In the event that the Plan is not continued by the transferee, purchaser or successor entity, the Plan shall terminate subject to the provisions of the Plan, including Rule 6 and Rule 9, and the Participant
or any Representative shall have no further claim for compensation arising out of any such termination of the Plan. 
 7.3 Changes in capitalisation: If any
change affects DB Shares on account of a merger, reorganisation, rights issue, extraordinary stock dividend, stock split or similar changes which the Committee reasonably determines justifies adjustments to Awards, the Plan Administrator shall make
such appropriate adjustments as are determined by the Committee to be necessary or appropriate to prevent enlargement or dilution of rights. 
 8
Administration 
 8.1 Administration by the Plan Administrator: The Plan Administrator shall be responsible for the general operation and administration of
the Plan in accordance with its terms and for carrying out the provisions of the Plan in accordance with such resolutions as may from time to time be adopted, or decisions made, by the Committee and shall have all powers necessary to carry out the
provisions of the Plan. 
 8.2 Interpretation by the Committee: The Committee will have full discretionary power to interpret and enforce the provisions of
this Plan and to adopt such regulations for administering the Plan as it decides are necessary or desirable. All decisions made by the Committee pursuant to the Plan are final, conclusive and binding on all persons, including the Participants and
any DB Group Company. 

  
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 8.3 Forfeiture and Vesting: The Committee shall have sole discretion, acting reasonably, to determine whether or
not any of the events or activities set forth in Rule 5 has occurred. 
 9 Amendment or termination of the Plan 

9.1 Termination of Plan: The Committee may terminate the Plan at any time at its sole discretion. Termination of the Plan (as opposed to amendment of the Plan)
would be without prejudice to the subsisting rights of Participants. 
 9.2 Amendment of Plan: The Committee may at any time amend, alter or add to all or
any of the provisions of the Plan in any respect in its sole discretion, provided that the Committee cannot materially adversely affect a Participant’s existing Award without the Participant’s prior consent. For the avoidance of doubt, no
oral representation or statement made by any third party, including any employee, officer, or director of any DB Group Company as to the interpretation, application or operation of this Plan or any Awards under it either generally or to any specific
set of circumstances shall bind any DB Group Company unless it is confirmed in writing by the Plan Administrator or Senior Executive Compensation Committee. 

9.3 Termination of Awards: The Committee may, in its sole discretion, decide at any time to replace an Award with an award of other assets (including cash or
any combination of cash and other assets) or to take such other steps as necessary or appropriate to prevent enlargement or dilution of rights. 
 10
General 
 10.1 No guarantee of benefits: 
 10.1.1 The granting
of an Award is at the sole discretion of the Committee (or other persons the Committee permits to make Awards under Rule 4.2). The Committee is not obliged to make any Matching Award, or permit any Purchased Shares to be acquired or any Matching
Award to be made, in the future or to allow DB Employees to participate in any future or other compensation plan even if an Award has been awarded in one or more previous years. 

10.1.2 Nothing in these Plan Rules shall be construed as an obligation or a guarantee by any DB Group Company, the Committee or the Plan Administrator with
respect to the future value of an Award. 
 10.1.3 Nothing contained in these Plan Rules shall constitute a guarantee by any DB Group Company that the assets
of the DB Group will be sufficient to pay any benefit or obligation hereunder. No Participant or any Representative shall have any right to receive a benefit under the Plan except in accordance with the terms of these Plan Rules. 

10.1.4 An Award and resulting distribution shall not (except as may be required by taxation law or other applicable law) form part of the emoluments of
individuals or count as wages or remuneration for pension or other purposes. 
 10.1.5 Any Participant who ceases to be a DB Employee or an employee of a DB
Participating Entity for any reason (whether lawful or unlawful) shall not be entitled, and shall be deemed irrevocably to have waived any entitlement to any compensation by way of damages for loss of employment or otherwise in connection with any
loss or diminution in value in relation to any Award, except as specifically provided for in the Rules. 

  
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 10.2 No enlargement of Participant rights: The establishment of the Plan, the acquisition of Purchased Shares and
the making of a Matching Award under it is entirely at the sole discretion of the Committee, shall not be construed as an employment agreement and shall not give any Participant the right to be retained as a DB Employee or to otherwise impede the
ability of any DB Group Company to terminate the Participant’s employment. No communications concerning the Plan shall be construed as forming part of a Participant’s terms and conditions of employment or any employment agreement with any
DB Group Company. 
 10.3 Severability: The invalidity or non-enforceability of any one or more provisions of these
Rules shall not affect the validity or enforceability of any other provision of these Rules, which shall remain in full force and effect. 
 10.4 Limitations
on liability: Notwithstanding anything to the contrary in these Rules, neither any DB Group Company, the Plan Administrator, nor any individual acting as an employee, agent or officer of any DB Group Company or the Plan Administrator, shall be
liable to any Participant, former employee or any Representative for any claim, loss, liability or expense incurred in connection with the Plan. 
 10.5
Claims by Participants: Any claim or action of any kind by a Participant or Representative with respect to benefits under the Plan or these Plan Rules, including any arbitration or litigation filed in a court of law, must be brought within one year
from the date that settlement of a Participant’s Matching Award was made or would have been made had such an Award not been forfeited pursuant to these Rules, save to the extent that this restriction would be unlawful under applicable law. 

10.6 No trust or fund created: Neither the Plan nor any agreement made hereunder shall create or be construed as creating a trust or separate fund of any kind
or a fiduciary relationship between any DB Group Company and the Participants or any Representative, except to the extent necessary or desirable to facilitate the holding of DB Shares on behalf of any Participant at any time before they are
transferred or sold in accordance with Rule 6.2. To the extent that any Representative acquired a right to receive payments from any DB Group Company pursuant to an Award, such right shall be no greater than the right of any unsecured general
creditor of that DB Group Company. 
 10.7 No right to dividends: An Award does not give any right to the Participant to receive dividends in relation to any
DB Shares prior to Delivery of those DB Shares to the Participant. 
 10.8 Dealing in DB Shares: Any dealing in DB Shares acquired by a Participant pursuant
to the Plan shall remain subject to the requisite Compliance Department approval. 
 10.9 Participant confidentiality: In accordance with applicable law the
Participant shall maintain the Participant’s participation in the Plan in confidence both within and outside the DB Group, and shall not disclose the provisions of the Plan or the amount of any Award made to the Participant under the Plan to
any person or entity, except the Participant’s spouse or partner or the Participant’s legal, tax and/or financial adviser or to the extent legally required to do so, without the prior written authorisation of the Plan Administrator. 

10.10 Assignment: Except in accordance with Rule 4.2.3 an Award, including a Vested Award, is not transferable or assignable by the Participant.
Notwithstanding this, any DB Group Company shall have the right to novate and/or assign its contractual rights and/or obligations under this Plan in full or in part to any other DB Group Company or an Acquirer Entity at its sole discretion without
the express consent of the Participant. 

  
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 10.11 Data protection: Any DB Group Company may collect and process various data that is personal to Participants
(for example, taxpayer and social security identification numbers) for the purposes of administering the Plan, compliance with any requirement of law or regulation, including tax-related requirements, and the
prevention or investigation of crimes and malpractice. A DB Group Company may disclose this data to its affiliates or service providers (including the Plan Administrator) in connection with the administration of the Plan. Some data processing may be
done outside the European Economic Area (“EEA”) where laws and practices relating to the protection of personal data may be weaker than those within the EEA, including in the United States of America, but wherever practicable the DB Group
will take steps to ensure that Participants’ personal information is adequately protected. In certain circumstances courts, law enforcement agencies or regulatory agencies within or outside the EEA may be entitled to access the data. Details of
Participants’ rights concerning data, which may include rights of access to their information and correction of inaccurate information, can be obtained from the local Data Protection Officers of the DB Group. 

10.12 Entire agreement: These Rules set forth the entire understanding of the parties with respect to the Award. These Rules prevail over any agreement,
arrangement or communication, whether oral or written, relating to the Purchased Shares or Matching Award. To the extent that there is any inconsistency between these Rules and any other communications, these Rules prevail. 

11 Notices 
 11.1 Form of notices: All notices or other
communications with respect to these Plan Rules shall be in writing and be delivered in person, by email or plan portal, by facsimile transmission, by registered mail (return receipt requested, postage prepaid) or as may otherwise be indicated by
the Plan Administrator (including via any online computer processes established by the Plan Administrator). 
 Notices or communications to the Plan
Administrator or any DB Group Company shall be sent to the following address (or to such other address or in such other manner for the Plan Administrator or any DB Group Company as shall be notified to the Participant): 

Plan Administrator (or DB Group Company) 
 Deutsche Bank AG 

Kooperationsmanagement 
 Global Share Purchase Plan 

60486 Frankfurt a.M. 
 11.2 When notices take effect: Notices or
other communications shall take effect: 
 a) if delivered by hand, upon delivery; 

b) if posted, upon delivery, or, in relation to communications sent to a Participant by first class post, 10.00 a.m. (CET) on the second day after posting if
earlier; 
 c) if sent by facsimile or email, when a complete and legible copy of the relevant communication, whether that sent by facsimile or email (as the
case may be) or a hard copy sent by post or delivered by hand, has been received at the appropriate address; and 
 d) if sent via any online computer
processes established by the Plan Administrator, when that communication is registered by the system or acknowledged by the Participant, as the case may be. 

  
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 11.3 Participants’ contact details: It is each Participant’s responsibility to keep the Plan
Administrator updated with any change to address and other contact details for that Participant. By participating in the Plan, each Participant acknowledges and agrees that the Participant shall have no claim for compensation or otherwise for any
loss suffered as a result of, or in connection with, a failure to keep contact details updated. Any notice or other communication given to a Participant by the Plan Administrator or any DB Group Company shall be validly given if sent to the last
address validly notified to the Plan Administrator by the Participant (or in the absence of any such notification to the address that the Plan Administrator reasonably believes to be that Participant’s address, or to be that Participant’s
address before any change of address which has not been validly notified to the Plan Administrator). 
 12 Applicable law and jurisdiction 

Interpretation of these Rules shall be governed by and construed in accordance with the laws of England and Wales to the exclusion of the rules on the conflict
of laws. All disputes arising out of or in connection with the Plan or any Purchased Shares or Matching Award shall be subject to the exclusive jurisdiction of the courts of England and Wales. 

The effective date of this document is 1 November 2016. These Plan Rules (as may be amended from time to time) apply to all Awards granted on or after
this Date and before Plan Rules are issued with a later effective date which will supersede and replace these Plan Rules in relation to future grants of Awards. 

The Committee may amend or modify these Plan Rules by way of schedules to the Plan (or otherwise). Any Awards granted pursuant to such schedules shall be
subject to the Plan Rules as amended or modified by that particular schedule (from time to time). 

  
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 Global Share Purchase Plan 

Schedule 1 – United States of America Taxpayers 
 This
schedule (“Schedule 1”) modifies the provisions of the Deutsche Bank Global Share Purchase Plan, as amended from time to time (the “Plan”). 

The provisions of this Schedule 1 
 (i) apply only with respect
to Participants who are subject to federal taxation in the United States of America; and 
 (ii) supersede any contrary provisions contained in the Plan or
any document evidencing an Award. 
 Any capitalized terms contained but not defined in this Schedule 1 shall have the meaning provided in the Plan. 

Effective from and after the date hereof, and pursuant to its authority under Rule of the Plan, the Committee hereby amends the Plan with the intent that the
Plan be compliant with Section 409A and Section 457A as follows: 
 1 Definitions 

The following definitions are added to Rule 2 of the Plan: 

“Section 409A” means Section 409A of the U.S. Internal Revenue Code of 1986, as amended, and any regulations promulgated or U.S. Treasury
Department or U.S. Internal Revenue Service guidance issued thereunder, as may be in effect from time to time. 
 “Section 457A” means
Section 457A of the U.S. Internal Revenue Code of 1986, as amended, any regulations promulgated or U.S. Treasury Department or U.S. Internal Service guidance issued thereunder, as may be in effect from time to time. 

The definition of “Retirement” in Rule 2 is replaced with the following provision: 

“Retirement” means, for the purposes of the Plan, the actual date of retirement by a Participant, or on after age 65. 

The definition of “Total Disability” in Rule 2 is replaced with the following provision: 

“Total Disability” means either (a) a medically determinable physical or mental impairment (i) that can be expected to either
(1) result in death, or (2) last for a continuous period of not less than 12 months and (ii) as a result of which, the Participant either (1) becomes unable to engage in any substantial gainful activity or (2) receives
income replacement benefits for a period of not less than 6 months under a long-term disability plan covering U.S. employees of the DB Group (but in no case shall the receipt of workers’ compensation benefits be considered to qualify as such
benefits); or (b) the Participant is deemed Totally Disabled and eligible to receive disability benefits from the U.S. Social Security Administration. 

2 Administration 
 The following Rules 8.4 and 8.5 are added to
Rule 8 of the Plan: 
 8.4 Section 409A: The Plan and any document evidencing an Award are intended to comply with Section 409A and shall be
interpreted, operated and administered accordingly; provided, that, for purposes of the foregoing, references to a term or event (including any authority or right of any DB Group company or a Participant) being “permitted” under
Section 409A shall mean that the term or event will not cause the Award to be subject to taxation under Section 409A. 

  
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 8.5 Section 457A: Each Award is intended not to be treated as compensation which is deferred for purposes of
Section 457A, in accordance with Section 457A(d)(3)(B) of the U.S Internal Revenue Code of 1986, as amended. 
 Awards: The following clause
(vi) is added to Rule 4.1.6: 
 (vi) an approved leave of absence, other than an approved leave of absence that would constitute a “separation from
service” for the purposes of Section 409A. 
 The following Rule 4.1.10 is added to Rule 4 of the Plan: 

4.1.10 The Plan Administrator shall acquire Shares on behalf of the Participant as soon as practicable after the Contribution Amount is deducted from the
Participant’s Salary or otherwise paid by the Participant or as soon as practicable after the cash dividend has been paid. 
 The Shares shall be
purchased on the open market at the Deutsche Bank share price on the date of purchase and shall not be purchased at a discount. 
 Any surplus amount of
Contribution Amount or cash dividend remaining after the acquisition of Shares by the Plan Administrator shall be carried forward and aggregated with the amount to be used for the next acquisition of Shares or, if any such surplus amount remains
after the last acquisition of Shares relating to a Plan Year, it shall be paid over to the Participant as soon as possible unless DB and the Participant agree otherwise. 

The Participant shall not be entitled to interest on any such surplus amount. 

3 Impact of termination of employment 
 The first two paragraphs
of Rule 5 are replaced with the following provisions: 
 If a Participant ceases to be employed by any DB Participating Entity prior to the Vesting Date
specified under Rule 4.1.1(vi), he will forfeit a Matching Award without any claim for compensation, unless either (a) he continues to be employed by a DB Group Company (i.e. a non DB Participating Entity) or (b) he ceases employment for
one of the following reasons: 
 (i) termination by a DB Group Company without Cause; 

(ii) redundancy; 
 (iii) Agreed Termination; 

(iv) the Participant ceases to be employed by any DB Participating Entity due to the sale, merger, spin-off, transfer,
or other consolidation (or series thereof) outside of the DB Group of the DB business unit, Division or Subsidiary (or, if applicable, the part of the DB business unit or Division) in which the Participant worked, but excluding a sale or transfer by
which Deutsche Bank is merged or consolidated or transfers or sells substantially all of its assets; 
 (v) Retirement; 

(vi) death or Total Disability of the Participant; or 
 (vii) an
approved leave of absence constituting a “separation from service” for the purposes of Section 409A. 

  
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 Where a Participant ceases to be employed by a DB Participating Entity but continues to be employed by a DB Group
Company or ceases employment for one of the reasons specified above, to be determined by the Committee in its sole discretion, and such cessation constitutes the Participant’s “separation from service” for the purposes of
Section 409A, the Matching Award shall vest on such cessation of employment and be distributed in accordance with Rule 6.1. 
 4 Time and Manner of
settlement of Matching Awards 
 Rule 6.1 is replaced with the following provision: 

Time and Manner of settlement of Matching Awards: A Matching Award will be settled in accordance with this Rule 6.1 on a date that is within two and a half
months following the Vesting Date as determined by the Plan Administrator in its sole discretion. Notwithstanding the foregoing, a Participant who is subject to Section 457A and who is either eligible for Retirement on the date a Matching Award
is granted to him/her or who becomes eligible for Retirement during the year in which such date occurs will realize any taxable income in respect of his/ her Matching Award no later than December 31 of the year following the year in which such
date occurs. 
 5 Change of Control 
 The first sentence of
Rule 7.1 is deleted in its entirety. 
 6 Amendment or Termination of the Plan 

Rule 9.2 is replaced with the following provision: 
 Amendment:
Subject to the requirements of Section 409A, the Committee may amend the Plan at any time in any way at its discretion provided that the Committee may not materially adversely affect a Participant’s existing Award without the
Participant’s consent. 
 Subject to the requirements of Section 409A, the Committee may at any time in its discretion accelerate the settlement
of a Participant’s Award or replace it with an award of cash or other assets, or take such other steps as it decides are appropriate. 

  
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 Global Share Purchase Plan 

Schedule 2 – Plan Rules for Australia 
 This is the Schedule
to the Deutsche Bank Global Share Purchase Plan – Plan Rules 2016 effective 1 November 2016 (“Plan Rules”) for Australian residents. Terms used in this Schedule will have the same meaning as the terms used in the Plan Rules. The
offer is made pursuant to ASIC Class Order 14/1000, which requires Deutsche Bank AG to disclose the following. 
 Shares acquired with the Contribution
Amount: 
 a) The acquisition price for any Shares acquired on behalf of the Participant using the Contribution Amount will be the market price on the
Frankfurt Stock Exchange, without any discount for the employee, at the time that the Shares are acquired by the Plan Administrator. The Contribution Amount will be subject to acquisition costs of 0.2% of the market price. 

b) The Participant’s Contribution Amount will be exchanged to Euros using the currency rate at the date of transfer to the Plan Administrator following
employees’ payroll deduction, so that the Plan Administrator can purchase Shares. By way of example only, if the market price of the Shares was determined on 22 July 2016, the market price of the Shares would be EUR 13.09 the Australian
dollar equivalent of which is AUD 19.26. 
 c) Any surplus amounts held by the Plan Administrator under 4.1.4 of the Plan Rules will be held in an account
with Deutsche Bank Aktiengesellschaft until the next acquisition of Shares or as set out in 4.1.4 of the Plan Rules. No interest is payable on such amounts. The maximum length of time such surplus amounts will be held in the account will therefore
be the duration of the applicable offering period as set out in the Plan Rules. 
 d) Share ownership carries risks and the price of shares on the Frankfurt
Stock Exchange and on other stock exchanges is volatile. Deutsche Bank’s share price and trading volumes, as with those of all listed companies, may fluctuate due to factors including but not limited to: 

i. economic conditions affecting interest rates, inflation rates, foreign exchange rates and employment rates, amongst other factors; 

ii. market sentiment in respect of Deutsche Bank specifically or a market or markets generally; 

iii. changes to fiscal policies, financial, corporate or other regulation and other government action or inaction in any country or region connected to, or
presumed to be connected to, a market in which Deutsche Bank operates; 
 iv. environmental and geopolitical circumstances such as natural disasters, or
threats or acts of military conflict or terrorism; 
 v. Deutsche Bank’s
day-to-day operations and any transactions to which Deutsche Bank is a party to or is subject to, such as mergers, acquisitions, partnerships, joint ventures or
restructures; 
 vi. real or predicted fluctuations in Deutsche Bank’s performance; 

vii. the departure and/or appointment of key personnel to Deutsche Bank; and 

viii. the action or inaction of any one employee, contractor or agent of Deutsche Bank. 

  
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 As a result of these and other innumerable factors the value of Deutsche Bank shares may fall and dividends may
not be paid or maintained at historical levels. The amount received on the sale of Deutsche Bank shares may be substantially less than the price paid for those shares (whether in cash or in kind). Prospective investors should refer to the latest
Frankfurt Stock Exchange announcements and Deutsche Banks’ annual report for more information on Deutsche Bank and Deutsche Bank shares. 
 Shares
acquired under the Matching Award: 
 a) The acquisition price paid by the Participant for the Matching Award will be nil. 

b) The Participant may derive an amount of assessable income for Australian income tax purposes at the time the Matching Award vests or at the time the
Participant ceases to be employed by Deutsche Bank. The Participant may also be subject to capital gains tax on any capital gain arising when they sell the DB Shares. 

Matching Award: 
 a) In accordance with 4.2.3 of the Plan Rules,
a Participant, may not at any time before settlement in accordance with Rule 6 of the Plan Rules (whether before or after the Vesting Date) (i) transfer, assign, sell, pledge, or grant a Matching Award to any person or entity any rights in
respect of any Matching Award; or (ii) enter into any transactions having the economic effect of hedging a Matching Award or otherwise offsetting the risk of price movements, or attempt to do so, with respect to all or part of the DB Shares
subject to the Matching Award. Rule 4.2.3 of the Plan Rules does not apply to the transmission of a Matching Award on the death or Total Disability of a Participant to the duly appointed Representative. 

b) Subdivision 83A-C of the Income Tax Assessment Act, 1997 applies to the Matching Award such that the Matching Award
is subject to deferred taxation. 
 Plan Rules and Share price 

We will, throughout the offer period, and within a reasonable period of you requesting it, provide you, without charge, with a copy of the Plan Rules and
information about the current share price of the DB Shares and the Australian dollar equivalent of that price. This information may be obtained by sending a written request to hr.dks-lifecycle@db.com. 

Further to 4.1.6 and 4.1.7 in the Plan Rules, Australian employees will be able to cease their payroll deductions to the Plan at any time, with the cessation
of their deductions to take effect no more than 45 days after they give notice to Payroll in writing. Payroll will process the request in the next practicable payroll following receipt of the request. 

Terms used in this Addendum will have the same meaning as the terms used in the Rules. 

WARNING 
 Please note that any financial product advice contained
in the documentation related to the Plan is general advice only. No financial product advice is provided in the documentation related to this offer and nothing in the documentation should be taken to constitute a recommendation or statement of
opinion that is intended to influence you in making a decision to participate in the Plan. The documentation does not take into account the objectives, financial situation or needs of any particular person. Before acting on the information contained
in the documentation, or making a decision to participate in the Plan, you should seek professional advice from an independent person who is licensed by the Australian Securities and Investments Commission to give advice about participants in the
Plan as to whether participation in the Plan is appropriate in light of your own circumstances. 

  
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 Global Share Purchase Plan 

Schedule 2 – Plan Rules for Germany (English translation of German original) 

This schedule (“Schedule 3”) modifies the provisions of the Deutsche Bank Global Share Purchase Plan with respect to the Purchased Shares of a
Participant whom the Plan Administrator has designated as a participant enrolled in Germany. Where a dividend is payable on such a Purchased Share, the amount of the dividend will be paid (less any withholdings) into any bank account notified by the

 Participant to the Plan Administrator under Rule 6.2 or, if no such account is notified, into the bank account into which the Participant’s salary
is paid. If there is no such account, the dividend will be paid to the Participant in such manner as the Plan Administrator sees fit. 
 Specification or
Amendment of Rule 5.1 in correlation with Rule 2 of the English Global Share 
 Purchase Plan Rules: 

“Total Disability” = “Erwerbsminderung” means the employment relationship ends before the fixed retirement age
and the Participant has provided a pension certificate (“Rentenbescheid”) from a German Social Security Authority indicating that the Participant is prevented from engaging in any gainful activity due to disability and – if
only partially disabled – has not taken on any employment with another employer. 
 If a Participant ceases to be employed by any DB Participating
Entity prior to the Vesting Date specified under Rule 4.1.1(vi), the Participant will forfeit a Matching Award without any claim for compensation, unless either (a) the Participant continues to be employed, with no break in service, by a
company in the DB Group (even a non DB Participating Entity) or (b) the Participant ceases to be a DB employee for one of the following reasons: 
 a)
termination by a DB Group Company for other than a reason related to the conduct of the Participant 
 b) redundancy; 

c) termination subsequently followed by early retirement as agreed with the DB Group Company (Vorruhestands- oder Wartestandsvereinbarung). 

d) Agreed Termination – not applicable in Germany; 
 e) the
Participant ceases to be employed as a DB Employee due to the sale, merger, spin-off, transfer, or other consolidation (or series thereof) outside of the DB Group of the DB business unit, Division or DB
Subsidiary (or, if applicable, the part of the DB business unit or Division) in which the Participant worked, but excluding a sale or transfer by which Deutsche Bank is merged or consolidated or transfers or sells substantially all of its assets;

 f) Retirement in accordance with pension promise, 
 g) Death
or Total Disability of the Participant. 

  
 18 








 Global Share Purchase Plan 

Schedule 4 – Participants in India 
 This schedule
(“Schedule 4”) modifies the provisions of the Deutsche Bank Global Share Purchase Plan with respect to the Purchased Shares of a Participant whom the Plan Administrator has designated as a participant enrolled in India or a participant who
is subject to Indian foreign exchange requirements. 
 1 Rule 4.1.3 is hereby replaced with the following: 

Where a dividend is payable on such a Purchased Share, the amount of the dividend will be paid (less any withholdings) into any bank account notified by the
Participant to the Plan Administrator under Rule 6.2, provided that the Plan Administrator confirms that the payment of such dividend into that bank account will be in compliance with Indian foreign exchange requirements. If no such bank account is
notified or if the Plan Administrator concludes that payment of a dividend into such account would not be compliant with Indian foreign exchange requirements, the payment will be made into the bank account into which the Participant’s salary is
paid. If there is no such account, the dividend will be paid to the Participant in such manner as the Plan Administrator sees fit. 
 Subject to this Rule
4.1.3, any dividend payable on a Purchased Share will be paid to the Participant within 10 business days after such dividend has been declared or within such other period as is deemed appropriate by the Plan Administrator. 

The amount to be paid to the Participant under this Schedule 5 will be converted into Indian Rupees using the foreign exchange rate reported on Bloomberg at
close the day before the date on which the payment is made, or such other foreign exchange rate that the Plan Administrator deems appropriate. 

  
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