德意志银行美股招股说明书(2025-06-04版)

Subject to Completion. Dated June 3, 2025Deutsche Bank AG6.00% Fixed Rate Callable Senior Debt Funding Notes due June 25, 2035 The notes are intended to qualify as eligible liabilities for the minimum requirement for own funds and eligibleliabilities of the Issuer. Minimum denominations of $1,000 (the “Principal Amount”) and integral multiples in excess thereof The notes are expected to price on or about June 23, 2025 (the “Trade Date”) and are expected to settle on orabout June 25, 2025 (the “Settlement Date”). Delivery of the notes in book-entry form only will be made throughThe Depository Trust Company (“DTC”). Deutsche Bank AG100.00%6.00%per annum, payable annually in arrears on each Interest Payment Date, based on anunadjusted 30/360 day count convention.Interest Payment Dates:Annually, on the 25thcalendar day of each June, commencing on June 25, 2026 and ending on 2026and ending on December 25, 2034.Trade Date:On or about June 23, 2025Settlement Date:On or about June 25, 2025Maturity Date:June 25, 2035None CUSIP / ISIN:25161FLP1 / US25161FLP17Investingin the notes involves a number of risks.See“Risk Factors”beginning on page PS–6 of the accompanyingprospectus supplement and page 20 of the accompanying prospectus and“Selected RiskConsiderations”beginning on page PS–5 of this pricing supplement. investmentin the notes.Please see“Resolution Measures”beginning on page 75 in the accompanyingprospectus and “Resolution Measures and Deemed Agreement”on page PS–2 of this pricing supplement formore information. Deutsche Bank Securities, 2025 the “Bank Recovery and Resolution Directive” or the “BRRD”), which was implemented into German law by theGerman Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz, or, as amended, the “Resolution Act”),which became effective on January 1, 2015. The BRRD and the Resolution Act provided national resolution authoritieswith a set of resolution powers to intervene in the event that a bank is failing or likely to fail and certain other conditions credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a SingleResolution Fund (Regulation (EU) No 806/2014, as amended, the “SRM Regulation”), works in close cooperation withthe European Central Bank, the European Commission and the national resolution authorities. Pursuant to the SRMRegulation, the Resolution Act and other applicable rules and regulations, the notes may be subject to any ResolutionMeasure by the competent resolution authority if we become, or are deemed by the competent supervisory authority tohave become, “non-viable” (as defined under the then-applicable law) and are unable to continue our regulated bankingactivities without a Resolution Measure becoming applicable to us.By acquiring the notes, you will be bound by and will be deemed irrevocably to consent to the provisions set forth in of the other resolution measures are hereinafter referred to as a “Resolution Measure.” A “group entity” refers to an entitythat is included in the corporate group subject to a Resolution Measure. A “bridge bank” refers to a newly chartered German bank that would receive some or all of our equity securities, assets, liabilities and material contracts, includingthose attributable to our branches and subsidiaries, in a resolution proceeding.Furthermore, by acquiring the notes, you:are deemed irrevocably to have agreed, and you will agree: (i) to be bound by, to acknowledge and to acceptany Resolution Measure and any amendment, modification or variation of the terms and conditions of thenotes to give effect to any Resolution Measure; (ii) that you will have no claim or other right against us arising waive, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims againstthe trustee and the paying agent, the issuing agent and the registrar (each, an “indenture agent”) for, agreenot to initiate a suit against the trustee or the indenture agents in respect of, and agree that the trustee and will be deemed to have: (i) consented to the imposition of any Resolution Measure as it may be imposedwithout any prior notice by the competent resolution authority of its decision to exercise such power withrespect to the notes; (ii) authorized, directed and requested DTC and any direct participant the “Resolution Measures” section of the accompanying prospectus are exhaustive on the matters describedherein and therein to the exclusion of any other agreements, arrangements or understandings between youand the Issuer relating to the terms and conditions of the notes.This is only a summary,for more information please see the accompanying prospectus dated April 26, 2024, PS-3 as follows (or, if such address has changed, by reviewing our filings for the relevant date on the SEC website):Prospectus supplement dated April 26, 2024:https://www.sec.gov/Archives/edgar/data/1159508/000095010324005864/crt_dp210218-424b2.pdfProspectus dated April 26