Xtrackers II

Investment Company with Variable Capital

Registered office: 49, avenue J.F. Kennedy, L-1855 Luxembourg,

Xtrackers II - R.C.S. Luxembourg B-124.284

(the “Company”)

Important notice to Shareholders of

Xtrackers II Global Aggregate Bond Swap UCITS ETF

3D-GBP Hedged (ISIN: LU0942970368)

(the “Sub-Fund”)

22 February 2021

The board of directors of the Company (the "Board of Directors") hereby informs the shareholders of the Sub-Fund (the "Shareholders") that it has resolved to make certain changes to the Sub-Fund, as detailed below (such change in relation to the Sub-Fund referred to as the “Change”).

Capitalised terms used in this notice shall have the same meaning ascribed to them in the current version of the prospectus of the Company (the “Prospectus”), unless the context otherwise requires.

The Change will be carried out on a date between 31 March 2021 and 30 June 2021 (the "Effective Date"). Once the Change has been implemented, a notice will be published on the website of the Company, http://www.Xtrackers.com (the “Company’s Website”), confirming the Effective Date.

The Change is being made in order that the Company will be better positioned to meet the requirements of ESMA’s opinion in relation to UCITS share classes (ESMA 34-43-296) (the “ESMA Opinion”).

Currently, the Share Class 3D-GBP Hedged (ISIN: LU0942970368) (the "Currency Hedged Share Class”) tracks the relevant Hedged Index, as set out in Appendix I hereto (a “Hedged Index”), which is a currency hedged version of the Bloomberg Barclays Global Aggregate Bond Index, (the “Reference Index”) of the Sub-Fund. As of the Effective Date, the Investment Objective of the Currency Hedged Share Class will be to track the Reference Index and the Sub-Fund will enter into a financial contract relating to the Reference Index (which is not hedged). State Street Bank & Trust Company, London Branch will be appointed as “Currency Hedging Manager” for the Sub-Fund in relation to the Currency Hedged Share Class. The Currency Hedging Manager will seek to hedge the Denomination Currency of the Currency Hedged Share Class against the currency exposures of the underlying securities in the Reference Index which differ to the Denomination Currency of the Currency Hedged Share Class. The Currency Hedging Manager will generally hedge these currency exposures at Share Class level by entering into currency forward exchange contracts or other types of derivative contracts which reflect a foreign exchange hedging exposure.

In line with the ESMA Opinion, the Currency Hedging Manager will also seek to ensure that any over-hedged or under-hedged positions caused by external factors outside the control of the Company will not exceed 105% of the Net Asset Value of the Currency Hedged Share Class and will not fall short of 95% of the portion of the Net Asset Value of the Currency Hedged Share Class which is to be hedged against currency movements.

Investors should note that the Currency Hedged Share Class will not completely eliminate currency risk, or provide a precise hedge, and as such, investors may have exposures to currencies other than the currency of the Currency Hedged Share Class.

Investors should note that there may be costs associated with the use of foreign exchange hedging transactions which will be borne by the Currency Hedged Share Class.

Given that the Currency Hedged Share Class will no longer track the Hedged Index, as of the Effective Date the anticipated level of Tracking Error disclosed for Currency Hedged Share Classes will represent the anticipated level of Tracking Error of the unhedged Share Class(es) of the Sub-Fund against the Reference Index.

GENERAL INFORMATION

Any costs or expenses associated with the implementation of the Change, will be borne by

the Sub-Fund or their Shareholders.

Shareholders who subscribe for or redeem Shares in the Sub-Fund on the primary market and who do not agree with the above change are entitled to redeem their Shares in the Sub-Fund in accordance with the Prospectus. Such redemptions shall be free of any Redemption Charge from the date of this notice until 5:00 p.m. (Luxembourg time) on 30 March 2021. Please note that the Company does not charge any redemption fee for the sale of Shares in the secondary market. Orders to sell Shares through a stock exchange can be placed via an authorised intermediary or stockbroker. However, Shareholders should note that orders in the secondary market may incur costs over which the Company has no control and to which the above exemption of Redemption Charge does not apply.

The Product Annex of the Sub-Fund will be updated to reflect the above change. The amendments to the Sub-Fund will be set out more fully in the revised Prospectus of the Company to be issued on or around the Effective Date. Copies of the revised Prospectus and the key investor information documents of the Sub-Fund reflecting the Change will be made available on the Company’s Website, and copies thereof may be obtained on request free of charge at the registered office of the Company or at the offices of foreign representatives, once available.

If you have any queries or if any of the above is not clear you should seek advice from your stockbroker, bank manager, legal advisor, accountant or other independent financial advisor.

Shareholders should also consult their own professional advisors as to the specific tax implications under the laws of the countries of their nationality, residence, domicile or incorporation.

Further information in relation to the Change may also be obtained from the legal entities mentioned under ‘Contact information’ below or by sending an email to Xtrackers@dws.com.

Neither the contents of the Company’s website nor the contents of any other website accessible from hyperlinks on the Company’s website is incorporated into, or forms part of, this announcement.

* * *

Yours sincerely,

Xtrackers II

The Board of Directors

Contact information

Xtrackers II

49, avenue J.F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg

DWS Investment S.A.

2, boulevard Konrad Adenauer, L-1115 Luxembourg, Grand Duchy of Luxembourg

Appendix I

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