德意志银行美股招股说明书(2025-07-14版)

Subject to Completion. Dated July 14, 2025Deutsche Bank AG5.00% Fixed Rate Callable Senior Debt Funding Notes due July 31, 2030The notes pay interest annually in arrears at a fixed rate per annum, as specified below. We may, in our sole 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 July 29, 2025 (the “Trade Date”) and are expected to settle on orabout July 31, 2025 (the “Settlement Date”). Delivery of the notes in book-entry form only will be made through The Depository Trust Company (“DTC”).Deutsche Bank AG100.00%Interest Rate:5.00%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 31stcalendar day of each July, commencing on July 31, 2026 and ending on unpaid interest by giving not less than 5 business days’ prior notice, subject to regulatoryapproval.Optional RedemptionSemi-annually, on the 31stcalendar day of each January and July,commencing onJuly 31,2026and ending on January 31, 2030.Trade Date:On or about July 29, 2025Settlement Date:On or about July 31, 2025Maturity Date:July 31, 2030NoneCUSIP / ISIN:25161FSJ8 / US25161FSJ83Investingin the notes involves a number of risks.See“Risk Factors”beginning on page PS–6 of theaccompanyingprospectus supplement and page 20 of the accompanying prospectus and“Selected RiskConsiderations”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 anyResolution Measure(as defined below)by the competent resolution authority,which may include the write downof all,or a portion,of any payment on the notes or the conversion of the notes into ordinary shares or otherinstruments of ownership.If any Resolution Measure becomes applicable to us,you may lose some or all of your 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 inthe accompanying prospectus, which we have summarized below. Under the relevant resolution laws and regulations as 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 toaccept any Resolution Measure and any amendment, modification or variation of the terms and conditionsof the notes to give effect to any Resolution Measure; (ii) that you will have no claim or other right against waive, to the fullest extent permitted by the Trust Indenture Act and applicable law, any and all claimsagainst the trustee and the paying agent, the issuing agent and the registrar (each, an “indenture agent”)for, agree not to initiate a suit against the trustee or the indenture agents in respect of, and agree that thetrustee and the indenture agents will not be liable for, any action that the trustee or any of the indenture 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 withrespe