德意志银行美股招股说明书(2025-01-27版)

Deutsche Bank AG$Floating Rate Senior Debt Funding Notes Linked to the Consumer Price Index due February 13, 2030General ·The notes pay interest monthly in arrears at a variable rate per annum equal to the lagging year-over-yearpercentage change in the Consumer Price Index plus a Spread,subject to theMinimum Interest Rate, as specified below. The Consumer Price Index for purposes of the notesis the non-seasonally adjusted U.S. City Average All Items Consumer Price Index for All UrbanConsumers, as published on Bloomberg Page “CPURNSA” (or any successor page). Becausethe Consumer Price Index is one measure of price inflation in the United States, the return onyour notes will depend on U.S. inflation levels, as measured by the Consumer Price Index. Allpayments on the notes, including interest payments and the repayment of principal at maturity,are subject to the credit of the Issuer.·Unsecured, unsubordinated senior preferred obligations of Deutsche Bank AG due February 13,2030·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 February 10, 2025 (the “Trade Date”) and areexpected to settle on or about February 13, 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%Consumer PriceThe “Consumer Price Index” or “CPI” means the non-seasonally adjusted U.S.City Average All Items Consumer Price Index for All Urban Consumers (CPI-U)published by the Bureau of Labor Statistics of the U.S. Department of Labor (the“BLS”) on Bloomberg page CPURNSA (or any successor page), as determinedby the calculation agent in accordance with the procedures set forth under“ConsumerPrice Index—Determination of the CPI Rate”in this pricingsupplement.Interest Rate:For each Interest Period, the notes will bear interest equal to the CPI Rate Index: determined for that Interest Periodplus the Spread, subject to the MinimumInterestRate.Interest will be payable monthly in arrears on each InterestPayment Date, based on an unadjusted 30/360 day count convention. In no casewill the amount payable on any Interest Payment Date be less than the MinimumInterest Rate. Minimum InterestRate:CPI Rate: 1.75% per annumFor each Interest Period, the lagging year-over-year percentage change in the CPI, calculated as set forth below under “Consumer Price Index—Determinationof the CPI Rate” in this pricing supplement.1.75%(Key Terms continued on next page) Spread: †This amended and restated preliminary pricing supplement amends and restates preliminary pricingsupplementNo.E163 in its entirety.We refer to this amended and restated preliminary pricingsupplement as “pricing supplement.”Investing in the notes involves a number of risks.See“Risk Factors”beginning on page PS–6 of the accompanying prospectus supplement and page 20 of the accompanying prospectus and“Selected Risk Considerations”beginning on page PS–7 of this pricing supplement.The Issuer’s estimated value of the notes on the Trade Date is approximately $964.50 to $970.50 per $1,000 Principal Amount of notes, which is less than the Issue Price. Please see “Issuer’sEstimated Value of the Notes” on page PS–3 of this pricing supplement for additional information.By acquiring the notes,you will be bound by and will be deemed irrevocably to consent to theimposition 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–4 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.Discounts and Per NoteTotal(1)Deutsche Bank Securities Inc. (“DBSI”) and UBS Securities LLC (“UBS”) are the agents in connection with the sale of the notes. The notes will be sold with varying underwriting discountsand commissions in an amount not to exceed $30.00 per note. For more detailed informationabout discounts and commissions, please see “Supplemental Plan of Distribution (Conflicts ofInterest)” in this pricing supplement.DBSI, one of the agents for this offering, is our affiliate. For more information, see “Supplemental Plan of Distr