Provisions and Contingent Liabilities

The Group recognizes a provision for potential loss only when there is a present obligation arising from a past event that

is probable to result in an economic outflow that can be reliably estimated. Where a reliable estimate cannot be made for

such an obligation, no provision is recognized and the obligation is deemed a contingent liability. Contingent liabilities

also include possible obligations for which the possibility of future economic outflow is more than remote but less than

probable. Where a provision has been taken for a particular claim, no contingent liability is recorded; for matters or sets

of matters consisting of more than one claim, however, provisions may be recorded for some claims, and contingent

liabilities (or neither a provision nor a contingent liability) may be recorded for others.

The Group operates in a legal and regulatory environment that exposes it to significant litigation risks. As a result, the

Group is involved in litigation, arbitration and regulatory proceedings and investigations in Germany and in a number of

jurisdictions outside Germany, including the United States. In recent years, regulation and supervision in a number of

areas have increased, and regulators, governmental bodies and others have sought to subject financial services providers

to increasing oversight and scrutiny, which in turn has led to additional regulatory investigations and enforcement

actions which are often followed by civil litigation.

In determining for which of the claims the possibility of a loss is probable, or less than probable but more than remote,

and then estimating the possible loss for those claims, the Group takes into consideration a number of factors, including

but not limited to the nature of the claim and its underlying facts, the procedural posture and litigation history of each

case, rulings by the courts or tribunals, the Group’s experience and the experience of others in similar cases (to the extent

this is known to the Group), prior settlement discussions, settlements by others in similar cases (to the extent this is

known to the Group), available indemnities and the opinions and views of legal counsel and other experts.

The provisions the Group has recognized for civil litigation and regulatory enforcement matters as of December 31, 2025

and December 31, 2024 are set forth in the table above. For some matters where the Group believes an outflow of funds

is probable, but the Group could not reliably estimate the amount of the potential outflow, no provision was recognized.

For the matters for which a reliable estimate can be made, but the probability of a future loss or outflow of resources is

more than remote but less than probable, the Group currently estimates that, as of December 31, 2025, these contingent

liabilities are approximately € 921 million for civil litigation matters (December 31, 2024: € 0.6 billion) and € 6 million for

regulatory enforcement matters (December 31, 2024: € 0.1 billion). These figures include matters where the Group’s

potential liability is joint and several and where the Group expects any such liability to be paid by a third party. If the

Group’s best estimate is within a range, the amount at the top of the range is included in the amount of contingent

liabilities.

For other significant civil litigation and regulatory enforcement matters where the Group believes the possibility of an

outflow of funds is more than remote but less than probable, but the amount is not reliably estimable, such matters are

not included in the contingent liability estimates. In addition, where the Group believes the possibility of an outflow of

funds is remote, the Group has neither recognized a provision nor included the matters in the contingent liability

estimates.

This estimated possible loss, as well as any provisions taken, is based upon currently available information and is subject

to significant judgment and a variety of assumptions, variables and known and unknown uncertainties. These

uncertainties may include inaccuracies in or incompleteness of the information available to the Group, particularly at the

preliminary stages of matters, and assumptions by the Group as to future rulings of courts or other tribunals or the likely

actions or positions taken by regulators or adversaries may prove incorrect. Moreover, estimates of possible loss for these

matters are often not amenable to the use of statistical or other quantitative analytical tools frequently used in making

judgments and estimates, and are subject to even greater degrees of uncertainty than in many other areas where the

Group must exercise judgment and make estimates. The estimated possible loss, as well as any provisions taken, can be

and often are substantially less than the amount initially requested by regulators or adversaries or the maximum

potential loss that could be incurred were the matters to result in a final adjudication adverse to the Group. Moreover, in

several regions in which the Group operates, an adversary often is not required to set forth the amount it is seeking, and

where it is, the amount may not be subject to the same requirements that generally apply to pleading factual allegations

or legal claims.

The matters for which the Group determines that the possibility of a future loss is more than remote will change from

time to time, as will the matters as to which a reliable estimate can be made and the estimated possible loss for such

matters. Actual results may prove to be significantly higher or lower than the estimate of possible loss in those matters

where such an estimate was made. In addition, loss may be incurred in matters with respect to which the Group believed

the likelihood of loss was remote. In particular, the estimated aggregate possible loss does not represent the Group’s

potential maximum loss exposure for those matters.

The Group may settle litigation or regulatory proceedings or investigations prior to a final judgment or determination of

liability. It may do so to avoid the cost, management efforts or negative business, regulatory or reputational

consequences of continuing to contest liability, even when the Group believes it has a valid defense against liability. It

may also do so when the potential consequences of failing to prevail would be disproportionate to the costs of

settlement. Furthermore, the Group may, for similar reasons, reimburse counterparties for their losses even in situations

where it does not believe that it is legally compelled to do so.

Current Individual Proceedings

Set forth below are descriptions of civil litigation and regulatory enforcement matters or groups of matters for which the

Group has taken material provisions, or for which there are material contingent liabilities, or for which there is the

possibility of material business or reputational risk, as well as other significant matters. In addition, similar matters are

grouped together and some matters consist of a number of proceedings or claims. The disclosed matters also include

matters for which the possibility of a loss is more than remote but for which the Group cannot reliably estimate the

possible loss. Matters are presented below in English-language alphabetical order based on the titles the Group has used

for them.

Consent Order and Written Agreement with the Federal Reserve. On July 19, 2023, Deutsche Bank, Deutsche Bank AG

New York Branch, DB USA Corporation, Deutsche Bank Trust Company Americas (DBTCA) and DWS USA Corporation

entered into a Consent Order and Written Agreement with the Federal Reserve resolving previously disclosed regulatory

discussions concerning adherence to prior orders and settlements related to sanctions and embargoes and AML

compliance, and remedial agreements and obligations related to risk management issues. The Consent Order alleges

insufficient and tardy implementation of the post-settlement sanctions and embargoes and AML control enhancement

undertakings required by prior Consent Orders the bank entered into with the Federal Reserve in 2015 and 2017. The

Written Agreement alleges various deficiencies in governance, risk management, and internal controls across the bank’s

U.S. operations, and finds that the bank must continue to implement additional improvements. The Consent Order

required Deutsche Bank to pay a civil monetary penalty of U.S.$ 186 million, including U.S.$ 140 million for the violations

alleged with respect to the post-settlement sanctions and embargoes and AML control enhancement undertakings, as

well as a separate penalty of U.S.$ 46 million for unsafe or unsound practices stemming from the bank’s handling of its

legacy correspondent banking relationship with Danske Bank Estonia, which was terminated in October 2015. The

Written Agreement does not include a civil monetary penalty. Both the Consent Order and Written Agreement include

certain post-settlement remediation and reporting undertakings.

Cum-ex Investigations and Litigations. Deutsche Bank has received inquiries from law enforcement authorities, including

requests for information and documents, in relation to cum-ex transactions of clients. “Cum-ex” refers to trading

activities in German shares around dividend record dates (trade date before and settlement date after dividend record

date) for the purpose of obtaining German tax credits or refunds in relation to withholding tax levied on dividend

payments, including transaction structures that have resulted in more than one market participant claiming such credit

or refund with respect to the same dividend payment. Cum-ex transactions are regarded as criminal tax evasion by

German courts. Deutsche Bank is cooperating with the law enforcement authorities in these matters.

The Public Prosecutor in Cologne (Staatsanwaltschaft Köln, “CPP”) has been conducting a criminal investigation since

August 2017 concerning two former employees of Deutsche Bank in relation to cum-ex transactions of certain former

clients of the bank. In October 2022, the CPP conducted a search at Deutsche Bank’s offices in Frankfurt and Eschborn.

Based on the search warrant the CPP expanded the scope of the investigation. Current and former Deutsche Bank

employees and seven former Management Board members are included in the investigation. The investigation is ongoing

and the scope of the investigation may be further broadened. Deutsche Bank is a potential secondary participant

pursuant to Section 30 of the German Law on Administrative Offences in this proceeding. This proceeding could result in

a disgorgement of profits and fines. Deutsche Bank is cooperating with the CPP.

In May 2021, Deutsche Bank learned through an information request received by Deutsche Oppenheim Family Office AG

(DOAG) as legal successor of Sal. Oppenheim jr. & Cie. AG & Co. KGaA (Sal. Oppenheim) that the CPP in 2021 opened a

criminal investigation proceeding in relation to cum-ex transactions against unknown former personnel of Sal.

Oppenheim. DOAG provided the requested information.

In July 2023, Deutsche Bank as legal successor of Deutsche Postbank AG was informed by the CPP that the CPP has

opened a new separate criminal cum-ex investigation against unnamed personnel of former Deutsche Postbank AG.

Deutsche Bank acted as participant in and filed withholding tax refund claims through the electronic refund procedure

(elektronisches Datenträgerverfahren) on behalf of, inter alia, two former custody clients in connection with their cum-ex

transactions. In February 2018, Deutsche Bank received from the German Federal Tax Office (Bundeszentralamt für

Steuern, “FTO”) a demand of approximately € 49 million for tax refunds paid to a former custody client. Deutsche Bank

expects to receive a formal notice for the same amount. In December 2019, Deutsche Bank received a liability notice

from the FTO requesting payment of € 2 million in connection with tax refund claims Deutsche Bank had submitted on

behalf of another former custody client, which Deutsche Bank paid in early 2020. In July 2022, Deutsche Bank filed an

action against this payment with the Fiscal Court of Cologne (Finanzgericht Köln).

In 2018, The Bank of New York Mellon SA/NV (BNY) informed Deutsche Bank of its intention to seek indemnification for

potential cum-ex related tax liabilities incurred by BHF Asset Servicing GmbH (BAS) and/or Frankfurter Service

Kapitalanlage-GmbH (“Service KAG”, now named BNY Mellon Service Kapitalanlage-Gesellschaft mbH). Deutsche Bank

had acquired BAS and Service KAG as part of the acquisition of Sal. Oppenheim in 2010 and sold them to BNY later that

year. BNY estimated the potential tax liability to be up to € 120 million (excluding interest of 6% p.a.). In late 2020,

counsel to BNY informed Deutsche Bank that BNY and/or Service KAG (among others) have received notices from tax

authorities in the estimated amount with respect to cum-ex related trades by certain investment funds in 2009 and 2010.

BNY has filed objections against the notices. Following receipt of payment orders from tax authorities in the amount of

€ 118 million in relation to the investment funds and after consultation with Deutsche Bank, BNY paid € 47 million to tax

authorities. A further € 72 million were paid by other allegedly liable parties (including Deutsche Bank with respect to

one of the investment funds, referred to below). In late December 2025, BNY and Deutsche Bank agreed to settle the

indemnification claim described above. In addition, BNY received from the Frankfurt Tax Office regarding one of the

investment funds a notice and payment request regarding penalty interest (Hinterziehungszinsen) in the amount of

€ 12 million. BNY, after consultation with Deutsche Bank, applied for a suspension of enforcement (Aussetzung der

Vollziehung) regarding the payment request which was granted by the Fiscal Court of Hesse (Hessisches Finanzgericht)

in October 2024.

The Group has not disclosed whether it has established a provision or contingent liability with respect to these matters

because it has concluded that such disclosure can be expected to prejudice seriously their outcome.

In December 2023 and April 2024, Deutsche Bank received hearing letters from the FTO regarding three third party

investment funds that engaged in cum-ex trades in 2009. Deutsche Bank had provided services and financing to

investors in the funds. The funds received an aggregate of € 147 million in cum-ex withholding tax refunds in 2009. In

June and July 2024, Deutsche Bank received two tax liability notices (Haftungsbescheide) from the FTO in an aggregate

amount of € 85 million regarding two of the funds. Deutsche Bank filed objections (Einsprüche) and applied for a

suspension of enforcement (Aussetzung der Vollziehung) regarding the notices. The suspension of enforcement was

granted in July 2024. In August/September 2025, Deutsche Bank paid € 29 million to the FTO with respect to the two tax

liability notices and withdrew the objections. The remainder was paid by other service providers to the investment funds.

Interbank and Dealer Offered Rates Matters. Regulatory and Law Enforcement Matters. Deutsche Bank has responded to

requests for information from, cooperated with, and entered into settlements with, various regulatory and law

enforcement agencies in connection with industry-wide investigations concerning the setting of the London Interbank

Offered Rate (LIBOR), Euro Interbank Offered Rate (EURIBOR), Tokyo Interbank Offered Rate (TIBOR) and other interbank

and/or dealer offered rates.

The Group has not disclosed whether it has established a provision or contingent liability with respect to the remaining

investigations because it has concluded that such disclosure can be expected to prejudice seriously their outcome.

Civil Litigations. Deutsche Bank is party to one remaining U.S. civil action concerning alleged manipulation relating to the

setting of U.S. dollar LIBOR, as well as an action pending in Argentina. The Group has not disclosed whether it has

established a provision or contingent liability with respect to these matters because it has concluded that such

disclosure can be expected to prejudice seriously their outcome.

The U.S. civil actions were filed against Deutsche Bank and numerous other defendants on behalf of parties who allege

losses as a result of manipulation relating to the setting of U.S. dollar LIBOR. Claims for damages in the U.S. civil action

have been asserted under various legal theories, including violations of federal and state antitrust and other laws.

The remaining U.S. civil action concerning U.S. dollar LIBOR is being coordinated as part of a multidistrict litigation (the

“U.S. dollar LIBOR MDL”) in the U.S. District Court for the Southern District of New York. Following a series of decisions in

the U.S. dollar LIBOR MDL between March 2013 and March 2019 narrowing their claims, plaintiffs in the U.S. dollar LIBOR

MDL are currently asserting antitrust claims, and state law fraud, contract, unjust enrichment and other tort claims. The

court has also issued decisions dismissing certain plaintiffs’ claims for lack of personal jurisdiction and on statute of

limitations grounds.

In 2016, the district court issued a ruling dismissing certain antitrust claims while allowing others to proceed. Multiple

plaintiffs filed appeals of that ruling. In December 2021, the Second Circuit affirmed the district court’s decision on

antitrust standing grounds but reversed the court’s decision on personal jurisdiction grounds, and it remanded the cases

to the district court for further proceedings. In March 2022, defendants (including Deutsche Bank) filed a petition for a

writ of certiorari to the U.S. Supreme Court to review the Court of Appeals’ decision. The U.S. Supreme Court denied

defendants’ petition in June 2022.

In October 2024, defendants, including Deutsche Bank, filed a motion for summary judgment in the U.S. dollar LIBOR

MDL. In September 2025, the district court granted defendants’ motion for summary judgment and dismissed all of the

plaintiffs’ remaining claims. The plaintiffs filed their notices of appeal in October 2025.

In August 2020, plaintiffs filed a non-class action in the U.S. District Court for the Northern District of California against

several financial institutions, alleging that U.S. dollar LIBOR has been suppressed through the present. In October 2023,

the court granted the defendants’ motion to dismiss plaintiffs’ amended complaint. Plaintiffs appealed. In December

2024, the United States Court of Appeals for the Ninth Circuit affirmed the district court’s decision dismissing the

complaint. In January 2025, the United States Court of Appeals for the Ninth Circuit denied plaintiffs’ petition for

rehearing and in April the plaintiffs filed a petition for certiorari seeking to have the U.S. Supreme Court hear their appeal,

which the U.S. Supreme Court denied at the end of June 2025.

There were UK and U.S. civil actions regarding U.S. dollar LIBOR brought by the U.S. Federal Deposit Insurance

Corporation (FDIC) acting as receiver for up to 20 failed financial institutions headquartered in the U.S., in which a claim

for damages has been asserted pursuant to EU, UK and U.S. state laws. In April 2025, Deutsche Bank settled the civil

actions brought by the FDIC in both the UK and the U.S. for U.S. $ 20 million.

A further class action regarding LIBOR has been filed in Argentina seeking damages for losses allegedly suffered by

holders of Argentine bonds with interest rates based on LIBOR. In August 2024, the court accepted the plaintiff’s

withdrawal of its claims against Deutsche Bank and certain other defendants, but the action remains pending against one

defendant.

Jeffrey Epstein Matters. Since Jeffrey Epstein’s arrest in July 2019, Deutsche Bank has provided information to various

regulatory and law enforcement agencies and continues to cooperate with the U.S. Congress concerning the bank’s

former client relationship with Epstein (individually, and through related parties and entities). The bank has previously

entered into settlements to resolve certain regulatory and litigation matters. There are no Epstein victim-related

litigations currently pending against the bank. The U.S. Department of Justice recently publicly released information it

previously received from the bank and other sources pursuant to the Epstein Files Transparency Act.

Monte Dei Paschi. Civil litigation claims have been filed by six former employees in relation to alleged harm caused by

Italian criminal proceedings against them. The six former employees were convicted in November 2019 by the Court of

First Instance of Milan of aiding and abetting false accounting and market manipulation in relation to repo transactions

that Deutsche Bank had entered into with Banca Monte dei Paschi di Siena (MPS) and a subsidiary of MPS in 2008. The

individuals were given sentences of either 3 years and 6 months or 4 years and 8 months. Deutsche Bank was found liable

under Italian Legislative Decree n. 231/2001 and the Court ordered the seizure of alleged profits of € 64.9 million and a

fine of € 3 million. Following appeals filed by Deutsche Bank and the six individuals, in 2022, the Milan Court of Appeal

acquitted all the Deutsche Bank defendants from all charges. Those acquittals were confirmed by the Supreme Court of

Italy in October 2023.

One of the former employees filed and served a claim against Deutsche Bank in the German Courts in the second quarter

of 2024, seeking approximately € 152 million in damages for alleged harm caused to his career by the Italian criminal

proceedings and conviction at first instance. Four other former employees filed claims in the English Courts on

September 30, 2025. The claims were served on Deutsche Bank entities in the UK in January 2026, but to date have not

been served on two Deutsche Bank entities based in Jersey. The four former employees are seeking over £ 600 million in

damages on the same basis as the first employee’s claim for alleged harm caused to their careers by the Italian criminal

proceedings and conviction at first instance. Deutsche Bank considers all such claims to be without merit and will defend

itself against them robustly, including disputing the inflated, unrealistic alleged losses claimed.

One further former employee had filed a claim in the English Courts on September 30, 2025 on the same basis as the

other 5 plaintiffs, as well as based on further specific claims, but the parties have now resolved on a confidential basis all

of the claims and allegations that the employee has previously made against Deutsche Bank and its personnel.

The Group has not disclosed whether it has established a provision or contingent liability with respect to these matters

because it has concluded that such disclosure can be expected to prejudice seriously their outcome.

Mortgage-Related and Asset-Backed Securities. Issuer and Underwriter Civil Litigation. Deutsche Bank has been named

as defendant in numerous civil litigations brought by private parties in connection with its various roles, including issuer

or underwriter, in offerings of residential mortgage-backed securities (RMBS) and other asset-backed securities. These

cases, described below, allege that the offering documents contained material misrepresentations and omissions,

including with regard to the underwriting standards pursuant to which the underlying mortgage loans were issued, or

assert that various representations or warranties relating to the loans were breached at the time of origination. The

Group has recorded provisions with respect to several of these civil cases, but has not recorded provisions with respect

to all of these matters. The Group has not disclosed the amount of these provisions because it has concluded that such

disclosure can be expected to prejudice seriously the resolution of these matters.

Deutsche Bank is a defendant in an action related to RMBS offerings brought by the FDIC as receiver for Citizens

National Bank and Strategic Capital Bank (alleging an unspecified amount in damages against all defendants). In this

action, the appellate court reinstated claims previously dismissed on statute of limitations grounds, and petitions for

rehearing and certiorari to the U.S. Supreme Court were denied. In May 2022, the FDIC voluntarily dismissed its claim

with respect to one of the RMBS offerings and Deutsche Bank filed a motion for summary judgment seeking dismissal of

the remaining claim. On February 9, 2026, the court granted Deutsche Bank’s motion for summary judgment and

dismissed the remaining claim in its entirety. Any appeal by the FDIC is due by April 13, 2026.

Deutsche Bank has resolved cases concerning two RMBS trusts that were brought initially by RMBS investors and

subsequently by HSBC, as trustee, in New York state court. The cases allege breaches of Deutsche Bank’s purported duty

to notify the trustee of breaches of loan-level representations and warranties in the ACE Securities Corp. 2006-FM1 and

ACE Securities Corp. 2007-ASAP1 RMBS offerings, respectively. Settlements were finalized and the cases were

voluntarily discontinued with prejudice in December 2025.

In the actions against Deutsche Bank solely as an underwriter of other issuers’ RMBS offerings, Deutsche Bank has

contractual rights to indemnification from the issuers, but those indemnity rights may in whole or in part prove

effectively unenforceable where the issuers are now or may in the future be in bankruptcy or otherwise defunct.

Trustee Civil Litigation. Deutsche Bank’s U.S. subsidiaries Deutsche Bank National Trust Company (DBNTC) and DBTCA

(collectively, the “Trustees”) are defendants in two separate civil lawsuits, and DBNTC is a defendant in a third civil

lawsuit, brought by investors concerning the Trustees’ role as trustees of certain RMBS trusts. The actions generally

allege claims for breach of contract, breach of fiduciary duty, breach of the duty to avoid conflicts of interest, negligence

and/or violations of the U.S. Trust Indenture Act of 1939, based on the Trustees’ alleged failure to perform adequately

certain obligations and/or duties as trustee for the trusts.

The three lawsuits include actions by (i) the National Credit Union Administration Board (NCUA), as an investor in

18 trusts that allegedly suffered total realized collateral losses of more than U.S.$ 3.7 billion; (ii) Commerzbank AG, as an

investor in 50 RMBS trusts, alleging hundreds of millions of dollars in losses; and (iii) IKB International, S.A. in liquidation

and IKB Deutsche Industriebank A.G. (collectively, “IKB”), as an investor in 12 RMBS trusts, in which IKB originally sought

more than U.S.$ 268 million of damages before IKB voluntarily discontinued its claims as to certain additional RMBS

trusts and certificates. In the NCUA case, following motions to dismiss and for summary judgment, the court has

dismissed NCUA’s tort claims as to all trusts and its breach-of-contract claims as to certain trusts. In the Commerzbank

case, following motions to dismiss and for summary judgment, the court has dismissed Commerzbank’s tort claims as to

all trusts and its breach of contract claims relating to certain of the trusts. A second round of summary judgment briefing

is pending before the court and the case has been stayed. In the IKB case, following motions to dismiss (including

appellate review) and for summary judgment, the court has dismissed IKB’s tort claims as to all trusts and its breach of

contract claims as to certain trusts. All parties have filed notices of appeal with respect to the court’s summary judgment

order and the case has been stayed pending resolution of the appeals.

The Group has established provisions or contingent liabilities with respect to certain of these matters, but the Group has

not disclosed the amounts because it has concluded that such disclosure can be expected to prejudice seriously the

outcome of these matters.

1MDB. In 2021, 1Malaysia Development Berhad (1MDB) commenced proceedings at the Malaysian Courts against

Deutsche Bank Malaysia Berhad (DBMB) with respect to three wire transfers carried out by DBMB on 1MDB’s behalf in

2009 and 2011. 1MDB claims damages in the amount of U.S.$ 1.1 billion (representing the total amount of the

transactions) excluding interest claimed from the date of those wire transfers, which could be significant due to the long

duration since those transactions. At a hearing on July 11, 2025, the Court declined DBMB’s application for summary

dismissal on time-bar grounds, ruling that the issue requires a full trial which is currently scheduled for October and

December 2026. The Group has not disclosed whether it has established a provision or contingent liability with respect

to this matter because it has concluded that such disclosure can be expected to prejudice seriously the outcome of this

matter.

Polish Mortgage Matters. Starting in 2016, certain clients of Deutsche Bank Polska S.A. have reached out to Deutsche

Bank Polska S.A. alleging that their mortgage loan agreements in foreign currency include unfair clauses and are invalid.

These clients have demanded reimbursement of the alleged overpayments under such agreements totaling over

€ 1.1 billion with over 8,791 civil claims having been commenced in Polish courts as of December 31, 2025. These cases

are an industry-wide issue in Poland and other banks are facing similar claims. Deutsche Bank Polska S.A. has and will

take necessary legal actions to defend itself and challenge such claims in courts.

For the year ended December 31, 2025, the total portfolio provision for CHF and EUR mortgage cases was € 736 million

compared to € 895 million as of December 31, 2024, as a result of € 88 million of additional provisions being more than

offset by decreases reflecting payouts under court rulings and settlements with claimants.

Postbank Voluntary Public Takeover Offer. In September 2010, Deutsche Bank announced the decision to make a

voluntary takeover offer for the acquisition of all shares in Deutsche Postbank AG ("Postbank"). On October 7, 2010,

Deutsche Bank published its official takeover offer and offered Postbank shareholders a consideration of € 25 for each

Postbank share. This offer was accepted for a total of approximately 48.2 million Postbank shares.

Several former shareholders of Postbank who had accepted the takeover offer brought claims against Deutsche Bank

alleging that the offer price was too low. The plaintiffs allege that Deutsche Bank had been obliged to make a mandatory

takeover offer for all shares in Postbank, at the latest, in 2009. Based thereon, the plaintiffs allege that the consideration

offered by Deutsche Bank for the shares in Postbank needed to be raised to € 57.25 per share. Some plaintiffs filed

claims based on allegedly appropriate consideration of € 64.25 per share.

The claims for payment against Deutsche Bank in relation to these matters originally amounted to almost € 700 million

(excluding interest, which was significant due to the long duration of the proceedings).

At the end of April 2024, the Higher Regional Court of Cologne indicated in a hearing that it may find these claims valid

in a later ruling. As a consequence, Deutsche Bank recognized a provision of € 1.3 billion in the second quarter of 2024 to

provide for the amount of all pending claims and cumulative interest. In the third and fourth quarters of 2024, Deutsche

Bank reached settlements which included the settlement of one of the two lead cases.

On October 23, 2024, the Higher Regional Court of Cologne handed down its judgment in the remaining lead case and

fully granted the plaintiffs' claims. The court did not grant a further leave to appeal to the Federal Court of Justice (BGH).

On November 19, 2024, Deutsche Bank filed a complaint against the denial of leave to appeal with the BGH.

In the second quarter of 2025, Deutsche Bank concluded further settlement agreements. Including the settlement

agreements concluded in 2024, Deutsche Bank has now reached settlements with 90% of the plaintiffs’ claims by value

in the litigation (calculated based on the asserted shareholdings), which resulted in a partial release of the original

provision in second quarter 2025. As of December 31, 2025, the residual plaintiff claims of € 112 million (including

interest) are fully provisioned.

The legal question of whether Deutsche Bank had been obliged to make a mandatory takeover offer for all Postbank

shares prior to its 2010 voluntary takeover may impact two pending appraisal proceedings (Spruchverfahren). These

proceedings were initiated by former Postbank shareholders with the aim to increase the cash compensation of € 35.05

paid in connection with the squeeze-out of Postbank shareholders in 2015 and the cash compensation of € 25.18 offered

and annual compensation of € 1.66 paid in connection with the execution of a domination and profit and loss transfer

agreement (Beherrschungs- und Gewinnabführungsvertrag) between DB Finanz-Holding AG (now DB Beteiligungs-

Holding GmbH) and Postbank in 2012. The compensation of € 25.18 in connection with the domination and profit and

loss transfer agreement was accepted for approximately 0.5 million Postbank shares. The compensation of € 35.05 paid

in connection with the squeeze-out in 2015 was relevant for approximately 7 million Postbank shares.

The applicants in the appraisal proceedings claim that a potential obligation of Deutsche Bank to make a mandatory

takeover offer for Postbank at an offer price of at least € 57.25 should be decisive when determining the adequate cash

compensation in the appraisal proceedings. The Regional Court Cologne had originally followed this legal view of the

applicants in two resolutions. In a decision dated June 2019, the Regional Court Cologne expressly rejected this legal

view in the appraisal proceedings in connection with the execution of a domination and profit and loss transfer

agreement. According to this decision, the question whether Deutsche Bank was obliged to make a mandatory offer for

all Postbank shares prior to its voluntary takeover offer in 2010 shall not be relevant for determining the appropriate cash

compensation. The bank expects that the Regional Court Cologne will take the same legal position in the appraisal

proceedings in connection with the squeeze-out.

On October 1, 2020, the Regional Court Cologne handed down a decision in the appraisal proceeding concerning the

domination and profit and loss transfer agreement (dated December 5, 2012) according to which the annual

compensation pursuant to Sec. 304 of the German Stock Corporation Act (jährliche Ausgleichszahlung) shall be

increased by € 0.12 to € 1.78per Postbank share and the settlement amount pursuant to Sec. 305 of the German Stock

Corporation Act (Abfindungsbetrag) shall be increased by € 4.56 to € 29.74 per Postbank share. The increase of the

settlement amount is of relevance for approximately 0.5 million former Postbank shares whereas the increase of the

annual compensation is of relevance for approximately 7 million former Postbank shares. Deutsche Bank as well as the

applicants have lodged an appeal against this decision. On December 11, 2025, the Higher Regional Court Düsseldorf

(HRC) issued an indicative order (“Hinweisbeschluss”) in the appraisal proceedings regarding the domination and profit

and loss transfer agreement concluded in 2012. The HRC rejected the argument of the applicants that the initially paid

compensation of € 25.18 per share should be increased to the allegedly appropriate offer price under the 2010 takeover

offer (of at least € 57.25 per share). Additionally, the HRC indicated to request a further expert report on specific

valuation aspects and made a settlement proposal which is lower than the compensation fixed by the Regional Court

Cologne ruling (proposed compensation of € 28.00 instead of € 29.74 per share ruled by the Regional Court Cologne). In

January 2026, the bank stated its consent to the settlement proposal of the HRC, however, not all applicants consented

as required to reach a settlement ending the appraisal proceeding. Therefore, the HRC resolved on the appointment of a

new independent expert on February 4, 2026. The expert has been asked to provide a supplementary opinion on the

remaining valuation aspects identified by the HRC. The HRC further instructed the expert to prepare a revised

calculation of the appropriate annual compensation on the basis of the supplementary valuation opinion.

The Group has not disclosed whether it has established a provision or contingent liability with respect to the appraisal

proceedings because it has concluded that such disclosure can be expected to prejudice seriously its outcome.

RusChemAlliance Litigation. In June 2023, RusChemAlliance LLC ("RCA"), a Russian joint venture of Gazprom PJSC and

RusGasDobycha JSC, filed a claim against Deutsche Bank before a commercial state court in Saint Petersburg seeking

payment of approximately € 238 million plus interest under an advance payment guarantee ("APG") issued by Deutsche

Bank in 2021 at the request of one of its clients. RCA’s payment demand under the APG was rejected by Deutsche Bank

due to the imposition of EU sanctions against Russia. At the end of May 2024, the Russian court fully granted RCA's

payment claim and RCA's motion for interim measures by which a corresponding amount in Deutsche Bank's Russian

subsidiary was frozen as the Russian courts do not recognize the applicability of the EU sanctions. Deutsche Bank’s

appeals against this decision were dismissed in September 2024 and January 2025, respectively.

In October 2024, upon application by RCA, the Russian court granted an anti-suit injunction (“ASI”) order against

Deutsche Bank prohibiting Deutsche Bank from continuing any court proceedings outside of Russia related to this issue

or enforcing any judgments or orders granted by a court outside of Russia under a threat of a court penalty of

€ 240 million in case of non-compliance with the ASI. Deutsche Bank complied with the ASI order in November 2024.

Deutsche Bank’s appeal against the ASI order was dismissed in January 2025. A further appeal filed with the Russian

Supreme Court was dismissed as well.

Deutsche Bank initially recognized a provision in the amount of € 260 million and a corresponding reimbursement asset

under an indemnification agreement in 2023. The provision was thus offset by the reimbursement asset. In November

2024, RCA enforced its payment claim in an amount of € 244 million including interest payable against assets of

Deutsche Bank maintained in Russia. After enforcement by RCA, which was covered by the provision, subsequent

developments led to a de-recognition of the indemnification asset. Deutsche Bank is still of the opinion that it possesses

a valid indemnification claim and is defending its position in court.