德意志银行美股招股说明书(2025-01-15版)

Deutsche Bank AG$6.00% Fixed Rate Callable Senior Debt Funding Notes due January 31, 2040 General The notes pay interest semi-annually in arrears at a fixed rate per annum, as specified below. We ·may,in our sole discretion,redeem the notes in whole,but not in part,on the OptionalRedemption Dates specified below. All payments on the notes, including interest payments andthe repayment of principal at maturity, are subject to the credit of the Issuer.·Unsecured, unsubordinated senior preferred obligations of Deutsche Bank AG due January 31,2040·The notes are intended to qualify as eligible liabilities for the minimum requirement for own fundsand eligible liabilities of the Issuer.·Minimum denominations of $1,000 (the “Principal Amount”) and integral multiples in excessthereof·The notes are expected to price on or about January 29, 2025 (the “Trade Date”) and areexpected to settle on or about January 31, 2025 (the “Settlement Date”). Delivery of the notes inbook-entry form only will be made through The Depository Trust Company (“DTC”).Key Terms Issuer:Deutsche Bank AGIssue Price:100.00%Interest Rate:6.00% per annum, payable semi-annually in arrears on each Interest PaymentDate, based on an unadjusted 30/360 day count convention.Interest PaymentDates:Semi-annually, on the 31stcalendar day of each January and July, commencingon July 31, 2025 and ending on the Maturity Date or Optional Redemption Date,if applicable. If any scheduled Interest Payment Date is not a business day, theinterestwill be paid on the first following day that is a business day.Notwithstanding the foregoing, such interest will be paid with the full force andeffect as if made on such scheduled Interest Payment Date, and no adjustmentwill be made to the amount of interest to be paid.OptionalRedemption:We have the right to redeem the notes in our sole discretion in whole, but not inpart,on the Optional Redemption Dates,at 100%of the Principal Amounttogether with any accrued but unpaid interest by giving not less than 5 businessdays’ prior notice, subject to regulatory approval.OptionalRedemptionDates:Semi-annually, on the 31stcalendar day of each January and July, commencingon January 31, 2027 and ending on July 31, 2039.Trade Date:On or about January 29, 2025Settlement Date:On or about January 31, 2025Maturity Date:January 31, 2040 Listing:NoneCUSIP / ISIN:25161FBY3 / US25161FBY34 Investing in the notes involves a number of risks.See“Risk Factors”beginning on page PS–6 ofthe accompanying prospectus supplement and page 20 of the accompanying prospectus and“Selected Risk Considerations”beginning on page PS–5 of this pricing supplement.By acquiring the notes,you will be bound by and will be deemed irrevocably to consent to the imposition of any Resolution Measure(as defined below)by the competent resolution authority,which may include the write down of all,or a portion,of any payment on the notes or theconversion of the notes into ordinary shares or other instruments of ownership.If any ResolutionMeasure becomes applicable to us,you may lose some or all of your investment in the notes.Please see“Resolution Measures” beginning on page 75 in the accompanying prospectus and“Resolution Measures and Deemed Agreement”on page PS–2 of this pricing supplement for moreinformation.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this pricing supplement or theaccompanying prospectus supplement or prospectus. Any representation to the contrary is a criminaloffense. Per Note Total (1)The price to public for an eligible institutional investor and an investor purchasing the notes in a fee-basedadvisory account will vary based on then-current market conditions and the negotiated price determined atthe time of each sale; provided, however, the price to public for such investors will not be less than $962.60per note and will not be more than $1,000 per note. The price to public for such investors reflects a foregoneselling concession with respect to such sales as described below.(2)Deutsche Bank Securities Inc. (“DBSI”) will receive discounts and commissions of up to $40.00 per note, and from such agent discount will allow selected dealers a selling concession of up to $40.00 per notedepending on market conditions that are relevant to the value of the notes at the time an order to purchasethe notes is submitted to DBSI. Dealers who purchase the notes for sales to eligible institutional investorsand fee-based advisory accounts may forgo some or all selling concessions. For more detailed informationabout discounts and commissions, please see “Supplemental Plan of Distribution (Conflicts of Interest)” inthis pricing supplement.Deutsche Bank Securities Inc. (“DBSI”), the agent for this offering, is our affiliate. For more information, see “Supplemental Plan of Distribution (Conflicts of Interest)” in this pricing supplement.The notes ar