DB Deutsche Bank Aktiengesellschaft

UNITED STATES FEDERAL INCOME TAXATION

The following is a discussion of the material U.S. federal income tax consequences of ownership and disposition of the warrants. It applies to you only if you hold your warrants as capital assets within the meaning of Section 1221 of the Internal Revenue Code (the “ Code ”). It does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances, including alternative minimum tax and “Medicare contribution tax” consequences, and different consequences that may apply if you are an investor subject to special rules, such as a financial institution, a regulated investment company, a tax-exempt entity (including an “individual retirement account” or a “Roth IRA”), a dealer in securities, a trader in securities that elects to apply a mark-to-market method of tax accounting, an entity classified as a partnership for U.S. federal income tax purposes, or a person holding a warrant as a part of a “straddle.”

If you are a partnership for U.S. federal income tax purposes, the U.S. federal income tax treatment of a partner will generally depend on the status of the partner and your activities. If you are a partnership holding the warrants or a partner in such a partnership, you should consult your tax adviser as to your particular U.S. federal tax consequences of holding and disposing of the warrants.

We will not attempt to ascertain whether any entity the stock of which constitutes or is included in the relevant warrant property would be treated as a “passive foreign investment company” (a “ PFIC ”) within the meaning of Section 1297 of the Code or as a “United States real property holding corporation” (a “ USRPHC ”) within the meaning of Section 897 of the Code. If any such entity were so treated, certain adverse U.S. federal income tax consequences might apply, to a U.S. holder in the case of a PFIC, or to a non-U.S. holder in the case of a USRPHC, upon the taxable disposition (including cash settlement) of the relevant warrant. You should refer to information filed with the Securities and Exchange Commission or an equivalent governmental authority by such entities and consult your tax adviser regarding the possible consequences to you if any such entity is or becomes a PFIC or a USRPHC.

If a particular series of warrants includes an “Office Substitution” right, as described in the Warrant Agreement, the relevant pricing supplement may include disclosure about the possible tax consequences of such a substitution.

Tax Treatment of the Warrants

We generally expect that the warrants will be treated as options for U.S. federal income tax purposes, with the consequences described below. The following discussion assumes that this treatment is respected and that the warrants are cash-settleable only and are not listed or traded on any securities, options, commodities or other exchange.

Tax Consequences to U.S. Holders

You are a “U.S. holder” if, for U.S. federal income tax purposes, you are a beneficial owner of a warrant and are: (i) a citizen or resident of the United States; (ii) a corporation created or organized in or under the laws of the United States, any State therein or the District of Columbia; or (iii) an estate or trust the income of which is subject to U.S. federal income taxation regardless of its source.

You should not recognize taxable income or loss with respect to a warrant prior to its exercise or lapse, other than pursuant to a taxable disposition. Upon the cash settlement, lapse or earlier taxable disposition of a warrant, you will recognize gain or loss equal to the difference between the amount you realize and your basis in the warrant. Your basis in the warrant should equal the amount you paid to acquire it. Subject to the following discussion, your gain or loss generally should be capital gain or loss and should be long-term capital gain or loss if you have held the warrant for more than one year. The deductibility of capital losses is subject to limitations.

If a warrant is linked solely to a foreign currency or a basket or index of foreign currencies, your gain or loss on the warrant will be treated as ordinary income or loss pursuant to certain rules relating to foreign currency instruments under Section 988 of the Code unless, before the close of the day on which you acquire the warrant, you make a valid election to treat such gain or loss as capital gain or loss pursuant to the applicable Treasury regulations.

To make this election, you must, in accordance with the detailed procedures set forth in the regulations under Section 988, either (a) clearly identify the warrant on your books and records on the day you acquire it as being subject to such an election and file the relevant statement verifying such election with your federal income

tax return or (b) obtain “independent verification” of the election. You should consult your tax adviser regarding these procedures. Assuming that you make a valid election, your gain or loss on the warrant should be capital gain or loss and should be long-term capital gain or loss if you hold the warrant for more than one year. The deductibility of capital losses is subject to limitations. If you do not make a valid election under Section 988, special reporting rules could apply if your ordinary losses under Section 988 exceed a specified threshold. The application of these rules and procedures to a warrant linked in part but not solely to a foreign currency or a basket or index of foreign currencies will be discussed in the relevant pricing supplement.

Tax Consequences to Non-U.S. Holders

You generally are a “non-U.S. holder” if, for U.S. federal income tax purposes, you are a beneficial owner of a warrant and are: (i) a nonresident alien individual; (ii) an entity treated as a foreign corporation; or (iii) a foreign estate or trust.

This discussion does not describe considerations applicable to a beneficial owner of a warrant who is (i) an individual present in the United States for 183 days or more in the taxable year of disposition of the warrant or (ii) a former citizen or resident of the United States, if certain conditions apply. If you are a potential investor to whom such considerations might be relevant, you should consult your tax adviser.

Subject to the discussion below under “—Additional Withholding Tax Considerations” and “—‘FATCA’ Legislation,” any gain from the exercise of a warrant or its prior taxable disposition generally will not be subject to U.S. federal withholding or income tax unless the gain is effectively connected with your conduct of a trade or business in the United States.

If you are engaged in a trade or business in the United States, and income or gain from a warrant is effectively connected with your conduct of that trade or business (and, if an applicable treaty so requires, is attributable to a permanent establishment in the United States), you generally will be taxed in the same manner as a U.S. holder. If this paragraph applies to you, you should consult your tax adviser with respect to other U.S. tax consequences of the ownership and disposition of the warrant, including the possible imposition of a 30% branch profits tax if you are a corporation.

Additional Withholding Tax Considerations

Regulations under Section 871(m) of the Code impose a 30% withholding tax on certain “ dividend equivalents ” paid or deemed paid with respect to derivatives linked to U.S. stocks or indices that include U.S. stocks under certain circumstances, even in cases where the derivatives do not provide for payments explicitly linked to dividends. In general, this withholding regime applies to derivatives that substantially replicate the economic performance of one or more underlying U.S. stocks, as determined on the derivatives’ issue date, based on one of two tests set forth in the regulations. The regulations provide certain exceptions to the withholding requirements, for example for derivatives linked to certain broad-based indices. Additionally, an IRS notice excludes from the scope of Section 871(m) instruments issued prior to January 1, 2019 that do not have a “delta” of one with respect to underlying securities that could pay U.S.-source dividends for U.S. federal income tax purposes.

We will disclose further information regarding the application of Section 871(m) in the relevant terms supplement. Our determination as to whether Section 871(m) applies to a series of warrants is not binding on the IRS. The Section 871(m) regulations require complex calculations to be made with respect to derivatives linked to U.S. stocks, and their application to a specific series of warrants may be uncertain. Accordingly, even if we determine that Section 871(m) does not apply to a series of warrants, the IRS could challenge our determination and assert that withholding is required in respect of those warrants. Additionally, the application of Section 871(m) may be affected by your particular circumstances (for example, where you enter into two or more transactions that refer to the same underlying security and the transactions were entered into in connection with each other). You should consult your tax adviser regarding the potential application of Section 871(m) to a series of warrants. We will not pay additional amounts on account of any withholding tax.

In addition, legislation commonly referred to as ‘‘FATCA’’ and regulations promulgated thereunder generally impose a withholding tax of 30% on payments to certain non-U.S. entities (including financial intermediaries) with respect to certain financial instruments, unless various U.S. information reporting and due diligence requirements have been satisfied. An intergovernmental agreement between the United States and the non-U.S. entity’s jurisdiction may modify these requirements. This regime generally would apply to any instrument executed more than six months after the date (if any) on which instruments such as the warrants were first treated as giving rise

to “dividend equivalents,” as described above.

Withholding under these rules (if applicable) would apply to dividend equivalents and, with respect to dispositions after December 31, 2018, including settlement at maturity, payments of gross proceeds from the taxable disposition of the relevant warrant. You should consult your tax adviser regarding the potential application of FATCA, including the availability of certain refunds or credits. We will not pay additional amounts on account of any withholding tax.

Information Reporting and Backup Withholding

You may be subject to information reporting. You may also be subject to backup withholding on payments in respect of your warrants at the rate specified in the Code unless you provide certain identifying information (such as a correct taxpayer identification number, if you are a U.S. holder) and otherwise satisfy the requirements of the backup withholding rules. If you are a non-U.S. holder and you provide a properly completed Form W-8 appropriate to your circumstances, you will generally establish an exemption from backup withholding. Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S. federal income tax liability, provided the required information is furnished to the IRS.

The U.S. federal income tax discussion set forth above does not address all aspects of U.S. federal income taxation that may be relevant to you in light of your particular circumstances. You should consult your tax adviser regarding the application of U.S. federal tax laws in your particular circumstances, as well as any tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.

TAXATION BY GERMANY OF NON-RESIDENT HOLDERS

The following is a general discussion of certain German income tax consequences of the acquisition, ownership and disposition of the warrants to an original purchaser of the warrants that is not a resident of Germany for tax purposes. This summary is based on the laws currently in force and as applied in practice on the date of this document, which are subject to change, possibly with retroactive effect. This discussion does not purport to be a complete, exhaustive or final summary of the tax law and practice currently applicable in the Federal Republic of Germany. Investors or other interested parties should obtain individual tax advice in connection with the acquisition and holding, as well as the sale or repayment, of warrants.

Income from Warrants. Income received upon the exercise, sale or other disposition of the warrants by individuals who are not tax residents of the Federal Republic of Germany ( i.e. , persons who have neither their residence nor their customary place of abode in the Federal Republic of Germany) or by corporations that do not maintain their statutory seat or principal place of management in the Federal Republic of Germany is generally not subject to taxation in the Federal Republic of Germany, unless the warrants form part of the business property of a permanent establishment, including a permanent representative, or a fixed base maintained in Germany by the holder of the warrants.

German Withholding Tax. If cash proceeds from the exercise, sale or other disposition of a warrant that is kept or administered in a German securities deposit account by a German bank or a German financial services institution (which term includes a German branch of a foreign bank or a foreign financial services institution but excludes a foreign branch of a German bank or a German financial services institution), a German securities trading enterprise or a German securities trading bank are received by a person who is not a resident of the Federal Republic of Germany but who (i) is taxable in the Federal Republic of Germany with respect to certain German source income, and if, according to German tax law, such cash proceeds fall into a category of taxable income from German sources that is subject to a limited income tax liability ( e.g. , income effectively connected with a German trade or business) or (ii) does not provide evidence of the fact that he is not subject to taxation in Germany, such cash proceeds are subject to a withholding tax of 25% (plus a 5.5% solidarity surcharge ( Solidaritätszuschlag ) thereon, so that the effective rate of withholding is 26.375%). However, if the warrants are business assets of a German business establishment and the holder files a corresponding declaration with the financial institution acting as a paying agent, cash proceeds from the exercise, sale or other disposition of the warrants will not be subject to the withholding tax.

Other Taxes. No estate, inheritance or gift taxes with respect to any warrant will arise under the laws of the Federal Republic of Germany if, in the case of estate and inheritance taxes, both the decedent and the beneficiary, and, in the case of gift taxes, both the donor and the donee, are non-residents of the Federal Republic of Germany and such warrant is not attributable to a permanent establishment in the Federal Republic of Germany. A non-resident is considered a German resident for German gift and inheritance taxation purposes if he is a German citizen and has not spent more than five consecutive years outside Germany without maintaining a residence in Germany. No stamp, issue, registration or similar taxes or duties will be payable in the Federal Republic of Germany in connection with the issuance, delivery or execution of the warrants. The European Commission has published a proposal for a Directive for a common financial transaction tax. Such proposal remains the subject of negotiations between participating member states of the European Union, including Germany, and may, if implemented, apply to certain dealings in the warrants. Investors are advised to seek their own professional advice in relation to the financial transaction tax.

U . S .- Germany Intergovernmental Agreement . Germany signed an intergovernmental agreement with the United States (the “ U . S .– Germany IGA ”) regarding the implementation of FATCA, under which certain disclosure requirements will be imposed in respect of certain investors in the warrants who are, or are entities that are controlled by one or more individuals who are, residents or citizens of the United States, unless an exemption applies. Certain due diligence obligations will also be imposed. Where applicable, information that will need to be disclosed will include certain information about investors in the warrants, the ultimate beneficial owners and/or controllers, and their investment in and return from the warrants. Under the terms of the U.S.–Germany IGA, German resident financial institutions that comply with the due diligence and reporting requirements of Germany’s domestic legislation will be treated as compliant with FATCA and, as a result, should not be subject to FATCA withholding on payments they receive and should not be required to withhold under FATCA on payments they make.

Common Reporting Standard . The Organisation for Economic Co-Operation and Development released the Common Reporting Standard (“ CRS ”) designed to create a global standard for the automatic exchange of

financial account information, similar to the information to be reported under FATCA. On October 29, 2014, 51 jurisdictions signed the Multilateral Competent Authority Agreement (the “ Multilateral Agreement ”) that activates this automatic exchange of FATCA-like information in line with the CRS. Since then, further jurisdictions have signed the multilateral Agreement and in total over 100 jurisdictions have committed to adopting the CRS. Further, new mandatory automatic exchange of financial account information are implemented under Council Directive 2011/16/EU on Administrative Cooperation in the Field of Taxation (as amended) (the “ DAC ”). Under the CRS and legislation enacted in Germany to implement the CRS and DAC, certain disclosure requirements will be imposed in respect of certain investors in the warrants who are, or are entities that are controlled by one or more individuals who are, residents of any of the jurisdictions that have adopted the CRS, unless a relevant exemption applies. Where applicable, information that would need to be disclosed will include certain information about investors in the warrants, the ultimate beneficial owners and/or controllers, and their investment in and returns from the warrants.

All prospective investors should consult with their own tax advisors regarding the possible implication of FATCA , CRS , DAC and other similar legislation and / or regulations on their investment in the warrants .

BENEFIT PLAN INVESTOR CONSIDERATIONS

A fiduciary of a pension, profit-sharing or other employee benefit plan subject to the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), including entities such as collective investment funds, partnerships and separate accounts whose underlying assets include the assets of such plans (collectively, “ ERISA Plans ”) should consider the fiduciary standards of ERISA in the context of the ERISA Plan’s particular circumstances before authorizing an investment in the warrants. Among other factors, the fiduciary should consider whether the investment would satisfy the prudence and diversification requirements of ERISA and would be consistent with the documents and instruments governing the ERISA Plan.

In addition to ERISA’s general fiduciary standards, Section 406 of ERISA and Section 4975 of the Code prohibit ERISA Plans, as well as plans (including individual retirement accounts and Keogh plans) subject to Section 4975 of the Code (together with ERISA Plans, “ Plans ”), from engaging in certain transactions involving the “plan assets” of such Plans with persons who are “parties in interest” under ERISA or “disqualified persons” under Section 4975 of the Code (in either case, “ Parties in Interest ”) with respect to such Plans unless exemptive relief is available under a statutory or administrative exemption. Such Parties in Interest could include, without limitation, us, the warrant agent, the Depositary or any of our or their respective affiliates. Parties in Interest that engage in a nonexempt prohibited transaction may be subject to excise taxes and other penalties and liabilities under ERISA and Section 4975 of the Code. Thus, a plan fiduciary considering an investment in the warrants should also consider whether such investment might constitute or give rise to a prohibited transaction under Section 406 of ERISA or Section 4975 of the Code. For example, the warrants might be deemed to represent a direct or indirect sale of property, extension of credit or furnishing of services between a Party in Interest and an investing Plan which would be prohibited unless exemptive relief were available under an applicable exemption.

Certain prohibited transaction class exemptions (“ PTCEs ”) issued by the U.S. Department of Labor may provide exemptive relief for direct or indirect prohibited transactions resulting from the purchase or holding of the warrants. Those class exemptions are PTCE 96-23 (for certain transactions determined by in-house asset managers), PTCE 95-60 (for certain transactions involving insurance company general accounts), PTCE 91-38 (for certain transactions involving bank collective investment funds), PTCE 90-1 (for certain transactions involving insurance company separate accounts) and PTCE 84-14 (for certain transactions determined by independent qualified professional asset managers). In addition, Section 408(b)(17) of ERISA and Section 4975(d)(20) of the Code may provide a limited exemption for the purchase and sale of the warrants and the related lending transactions, provided that neither the Party in Interest nor any of its affiliates has or exercises any discretionary authority or control or renders any investment advice with respect to the assets of the Plan involved in the transaction, and provided further that the Plan pays no more, and receives no less, than adequate consideration in connection with the transaction (the so-called “ service provider exemption ”). There can be no assurance that any of these statutory or class exemptions will be available with respect to transactions involving the warrants.

Accordingly, unless otherwise provided in the applicable pricing supplement, the warrants may not be purchased or held by any Plan, any entity whose underlying assets include “plan assets” by reason of any Plan’s investment in the entity (a “ Plan Asset Entity ”) or any person investing “plan assets” of any Plan, unless such purchaser or holder is eligible for exemptive relief, including relief available under PTCE 96-23, 95-60, 91-38, 90-1 or 84-14 or the service provider exemption.

The fiduciary investment considerations summarized above generally do not apply to governmental plans (as defined in Section 3(32) of ERISA), certain church plans (as defined in Section 3(33) of ERISA) and non-U.S. plans (as described in Section 4(b)(4) of ERISA) (collectively, “ Non-ERISA Arrangements ”). However, these Non-ERISA Arrangements may be subject to similar provisions under applicable federal, state, local, non-U.S. or other regulations, rules or laws (“ Similar Laws ”). The fiduciaries of plans subject to Similar Laws should also consider the foregoing issues in general terms as well as any further issues arising under any applicable Similar Laws.

Each purchaser or holder of the warrants or any interest therein shall be deemed to have represented and warranted, on each day such purchaser or holder holds such warrants, that either (a) it is not a Plan or a Non-ERISA Arrangement and it is not purchasing or holding such warrants on behalf of or with “plan assets” of any Plan or Non-ERISA Arrangement or (b) its purchase, holding and disposition of such warrants will not constitute or result in a non-exempt prohibited transaction under Section 406 of ERISA and Section 4975 of the Code or a violation of any Similar Law.

Due to the complexity of the applicable rules, it is particularly important that fiduciaries or other persons considering purchasing the warrants on behalf of any Plan or Non-ERISA Arrangement consult with their counsel prior to purchasing the warrants.

The warrants are contractual financial instruments. The financial exposure provided by the warrants is not a substitute or proxy for, and is not intended as a substitute or proxy for, individualized investment management or advice for the benefit of any purchaser or holder of the warrants. The warrants have not been designed and will not be administered in a manner intended to reflect the individualized needs and objectives of any purchaser or holder of the warrants.

Each purchaser or holder of any warrants acknowledges and agrees that:

Each purchaser and holder of the warrants has exclusive responsibility for ensuring that its purchase, holding and disposition of the warrants do not violate the fiduciary or prohibited transaction rules of ERISA, Section 4975 of the Code or any applicable Similar Laws. The sale of any warrants to any Plan or Non-ERISA Arrangement is in no respect a representation by us or any of our affiliates or representatives that such an investment meets all relevant legal requirements with respect to investments by Plans or Non-ERISA Arrangements generally or any particular Plan or Non-ERISA Arrangement, or that such an investment is appropriate for Plans or Non-ERISA Arrangements generally or any particular Plan or Non-ERISA Arrangement. The above discussion may be modified or supplemented with respect to a particular offering of warrants, including the addition of further ERISA restrictions on purchase and transfer. Please consult the applicable pricing supplement.