Pricing Supplement No
.
2966B
To underlying supplement No
.
1 dated August 17
,
2015
,
product supplement B dated July 31
,
2015
,
prospectus supplement dated July 31
,
2015
and
prospectus dated April 27
,
2016
|
Registration Statement No
.
333–206013
Rule 424
(
b
)(
2
)
|
|
|
|
|
|
|
Deutsche
Bank AG
$588,000
Callable Contingent Yield Securities Linked to the Lesser Performing of the Russell 2000
®
Index and
the Dow Jones Industrial Average
SM
due November 16
,
2022
|
|
·
|
The Callable Contingent Yield Securities
(the “
securities
”) are linked to the lesser performing of the Russell 2000
®
Index and the Dow
Jones Industrial Average
SM
(each, an “
Underlying
,” and collectively, the “
Underlyings
”)
and may pay a Contingent Coupon of $10.75 per $1,000 Face Amount of securities on the relevant quarterly Coupon Payment Dates,
calculated based on a coupon rate of 4.30% per annum. Investors will receive a Contingent Coupon on a Coupon Payment Date
only
if
the closing levels of
both
Underlyings on the applicable quarterly Observation Date are greater than or
equal to their respective Coupon Barriers (equal to 55.00% of their respective Initial Levels). Otherwise, no Contingent Coupon
will be payable with respect to that Observation Date. The securities may not pay Contingent Coupons on some or all of the Coupon
Payment Dates and, therefore, should
not
be viewed as conventional debt securities with periodic coupon payments.
|
|
·
|
The Issuer may, in its sole discretion,
redeem the securities in whole, but not in part, on any Coupon Payment Date beginning approximately one year after the Settlement
Date but prior to the Maturity Date, which we refer to as the “
Call Settlement Date
.” If the securities are
redeemed by the Issuer, investors will receive a cash payment per $1,000 Face Amount of securities on the Call Settlement Date
equal to the Face Amount
plus
any Contingent Coupon that may be due on such date. The securities will cease to be outstanding
following an early redemption and no Contingent Coupon will accrue or be payable following such early redemption.
|
|
·
|
If the securities are not redeemed by us
prior to maturity and the Final Level of the lesser performing Underlying, which we refer to as the “
Laggard Underlying
,”
is greater than or equal to its Trigger Level (equal to 55.00% of its Initial Level), investors will receive a cash payment per
$1,000 Face Amount of securities at maturity equal to the Face Amount
plus
any Contingent Coupon otherwise due on such date.
However, if the securities are not redeemed by us and the Final Level of the Laggard Underlying is less than its Trigger Level,
for each $1,000 Face Amount of securities, investors will lose 1.00% of the Face Amount for every 1.00% by which the Final Level
of the Laggard Underlying is less than its Initial Level. The securities do not pay any dividends and investors should be willing
to lose a significant portion or all of their investment if the securities are not redeemed by us and the Final Level of
either
Underlying is less than its Trigger Level.
Any payment on the securities is subject to the credit of the Issuer
.
|
|
·
|
Senior unsecured obligations of Deutsche
Bank AG due November 16, 2022
|
|
·
|
Minimum purchase of $1,000. Minimum denominations
of $1,000 (the “
Face Amount
”) and integral multiples thereof.
|
|
·
|
The securities priced on November 10, 2017
(the “
Trade Date
”) and are expected to settle on November 15, 2017 (the “
Settlement Date
”).
|
Key Terms
Issuer:
|
Deutsche Bank AG, London Branch
|
Issue Price:
|
100% of the Face Amount
|
Underlyings:
|
Underlying
|
Ticker Symbol
|
Initial Level
|
Coupon Barrier / Trigger Level
|
|
Russell 2000
®
Index
|
RTY
|
1,475.275
|
811.401
|
|
Dow Jones Industrial Average
SM
|
INDU
|
23,422.21
|
12,882.22
|
(
Key Terms
continued on next page
)
Investing in the securities involves
a number of risks
.
See
“
Risk Factors
”
beginning on page 7 of the accompanying product supplement
,
page PS
–
5
of the
accompanying prospectus supplement and page 13 of
the accompanying prospectus and
“
Selected Risk Considerations
”
beginning on page PS
–
12 of
this pricing supplement
.
The Issuer
’
s estimated value
of the securities on the Trade Date is $934.80 per $1
,
000 Face Amount of securities
,
which is less than the Issue
Price
.
Please see
“
Issuer
’
s Estimated Value of the Securities
”
on page PS
–
4
of this pricing supplement for additional information
.
By acquiring the securities
,
you
will be bound by and 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 securities or the conversion of the securities into ordinary shares or other instruments of ownership
.
If any Resolution
Measure becomes applicable to us
,
you may lose some or all of your investment in the securities
.
Please see
“
Resolution
Measures and Deemed Agreement
”
on page PS
–
5 of this pricing supplement for more information
.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the securities or passed upon the accuracy or the adequacy of
this pricing supplement or the accompanying underlying supplement, product supplement, prospectus supplement or prospectus. Any
representation to the contrary is a criminal offense.
|
Price to Public
|
Discounts and Commissions
(1)
|
Proceeds to Us
|
Per Security
|
$1,000.00
|
$39.00
|
$961.00
|
Total
|
$588,000.00
|
$22,932.00
|
$565,068.00
|
|
(1)
|
For more detailed information about discounts and commissions,
please see “Supplemental Plan of Distribution (Conflicts of Interest)” in this pricing supplement. The securities
will be sold with underwriting discounts and commissions in an amount of $39.00 per $1,000 Face Amount of securities.
|
The agent for this
offering is our affiliate. For more information, please see “Supplemental Plan of Distribution (Conflicts of Interest)”
in this pricing supplement.
The securities are not deposits or savings
accounts and are not insured or guaranteed by the Federal Deposit Insurance Corporation or any other U
.
S
.
or foreign
governmental agency or instrumentality
.
Deutsche Bank Securities
November 10, 2017
(
Key Terms continued from previous page
)
Contingent Coupon Feature:
|
·
If
the closing levels of
both
Underlyings on any Observation Date are
greater than
or
equal to
their respective
Coupon Barriers
, Deutsche Bank AG will pay you the Contingent Coupon per $1,000 Face Amount of securities applicable to such
Observation Date on the related Coupon Payment Date.
·
If
the closing level of
either
Underlying on any Observation Date is
less than
its Coupon Barrier
, the Contingent
Coupon per $1,000 Face Amount of securities applicable to such Observation Date will not be payable and Deutsche Bank AG will not
make any payment to you on the related Coupon Payment Date.
The Contingent Coupon will be a
fixed amount as set forth in the table under “Contingent Coupon” below, calculated based on a coupon rate of 4.30%
per annum. If the securities are redeemed by us prior to the Maturity Date, the applicable Contingent Coupon will be paid on the
corresponding Call Settlement Date and no further amounts will be paid on the securities.
|
Coupon Barrier:
|
For each Underlying, 55.00% of the Initial Level of such Underlying, as set forth in the table under “Underlyings” above
|
Observation Dates
1
:
|
Quarterly on the dates set forth in the table under “Contingent Coupon” below
|
Coupon Payment Dates
1
:
|
As set forth in the table under “Contingent Coupon” below. For the final Observation Date, the related Coupon Payment Date will be the Maturity Date.
|
Contingent Coupon:
|
The table below sets forth each Observation Date, Coupon Payment Date and Contingent Coupon applicable to such Observation Date.
|
|
|
|
Observation Date
|
Coupon Payment Date
|
Contingent Coupon
(per $1,000 Face Amount of
Securities)
|
|
February 12, 2018
|
February 15, 2018*
|
$10.75
|
|
May 10, 2018
|
May 15, 2018*
|
$10.75
|
|
August 10, 2018
|
August 15, 2018*
|
$10.75
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|
November 12, 2018
|
November 15, 2018
|
$10.75
|
|
February 11, 2019
|
February 14, 2019
|
$10.75
|
|
May 10, 2019
|
May 15, 2019
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$10.75
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August 12, 2019
|
August 15, 2019
|
$10.75
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November 11, 2019
|
November 14, 2019
|
$10.75
|
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February 10, 2020
|
February 13, 2020
|
$10.75
|
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May 11, 2020
|
May 14, 2020
|
$10.75
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August 10, 2020
|
August 13, 2020
|
$10.75
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November 10, 2020
|
November 16, 2020
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$10.75
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February 10, 2021
|
February 16, 2021
|
$10.75
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May 10, 2021
|
May 13, 2021
|
$10.75
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August 10, 2021
|
August 13, 2021
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$10.75
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November 10, 2021
|
November 16, 2021
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$10.75
|
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February 10, 2022
|
February 15, 2022
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$10.75
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May 10, 2022
|
May 13, 2022
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$10.75
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August 10, 2022
|
August 15, 2022
|
$10.75
|
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November 10, 2022
(
Final Valuation Date
)
|
November 16, 2022
(
Maturity Date
)
|
$10.75
|
|
|
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* The securities cannot be redeemed by the Issuer until the fourth Coupon Payment Date, which is November 15, 2018.
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|
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Early Redemption at Issuer’s Option:
|
The Issuer may, in its sole discretion, redeem the securities in whole, but not in part, on any Coupon Payment Date beginning approximately one year after the Settlement Date but prior to the Maturity Date, which we refer to as the “
Call Settlement Date
,” upon written notice to the trustee prior to the relevant Coupon Payment Date. Therefore, the first day the securities can be redeemed by us is the fourth Coupon Payment Date of November 15, 2018 and the last day the securities can be redeemed by us is the nineteenth Coupon Payment Date of August 15, 2022. Upon an Early Redemption, you will receive a cash payment per $1,000 Face Amount of securities on the Call Settlement Date equal to the Face Amount
plus
any Contingent Coupon that may be due on such date. The securities will cease to be outstanding following an early redemption and no Contingent Coupon will accrue or be payable following such early redemption.
|
Payment at Maturity:
|
If the securities are not redeemed by us prior to maturity, the payment you will receive at maturity will depend
solely
on the Final Level of the Laggard Underlying on the Final Valuation Date.
|
|
|
|
·
If
the Final Level of the Laggard Underlying is
greater than
or
equal to
its Trigger Level
, you will receive a cash
payment per $1,000 Face Amount of securities at maturity equal to the Face Amount
plus
any Contingent Coupon otherwise due
on such date.
·
If
the Final Level of the Laggard Underlying is
less than
its Trigger Level
, you will receive a cash payment per $1,000
Face Amount of securities at maturity calculated as follows:
$1,000 +
($1,000 x Underlying Return of the Laggard Underlying)
If the securities are not redeemed
by us prior to maturity and the Final Level of the Laggard Underlying is less than its Trigger Level
,
you will be fully
exposed to the negative Underlying Return of the Laggard Underlying and, for each $1
,
000 Face Amount of securities, you
will lose 1
.
00% of the Face Amount for every 1
.
00% by which the Final Level of the Laggard Underlying is less than
its Initial Level
.
In this circumstance
,
you will lose a significant portion or all of your investment at maturity
.
Any payment at maturity is subject to the credit of the Issuer
.
|
Trigger Level:
|
For each Underlying, 55.00% of the Initial Level of such Underlying, as set forth in the table under “Underlyings” above
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Laggard Underlying:
|
The Underlying with the lower Underlying Return on the Final Valuation Date. If the calculation agent determines that the two Underlyings have equal Underlying Returns, then the calculation agent will, in its sole discretion, designate either of the Underlyings as the Laggard Underlying.
|
Underlying Return:
|
For each Underlying, the performance of such Underlying from its Initial Level to its Final Level, calculated as follows:
|
|
Final Level – Initial Level
Initial Level
The Underlying
Return for each Underlying may be positive
,
zero or negative
.
|
Initial Level:
|
For each Underlying, the closing level of such Underlying on the Trade Date, as set forth in the table under “Underlyings” above
|
Final Level:
|
For each Underlying, the closing level of such Underlying on the Final Valuation Date
|
|
(
Key Terms continued from previous page
)
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|
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Trade Date:
|
November 10, 2017
|
Settlement Date:
|
November 15, 2017
|
Final Valuation Date
1
:
|
November 10, 2022
|
Maturity Date
1
:
|
November 16, 2022
|
Listing:
|
The securities will not be listed on any securities exchange.
|
CUSIP / ISIN:
|
25155MFT3 / US25155MFT36
|
|
1
|
Subject to adjustment as described under “Description of Securities — Adjustments to
Valuation Dates and Payment Dates” in the accompanying product supplement. If an Observation Date is postponed, the related
Coupon Payment Date will be postponed as described under “Description of Securities — Adjustments to Valuation Dates
and Payment Dates” in the accompanying product supplement. If a Coupon Payment Date is postponed, the related Call Settlement
Date will be the Coupon Payment Date as postponed.
|
Issuer
’
s Estimated Value of the Securities
The Issuer’s estimated value of the
securities is equal to the sum of our valuations of the following two components of the securities: (i) a bond and (ii) an embedded
derivative(s). The value of the bond component of the securities is calculated based on the present value of the stream of cash
payments associated with a conventional bond with a principal amount equal to the Face Amount of securities, discounted at an internal
funding rate, which is determined primarily based on our market-based yield curve, adjusted to account for our funding needs and
objectives for the period matching the term of the securities. The internal funding rate is typically lower than the rate we would
pay when we issue conventional debt securities on equivalent terms. This difference in funding rate, as well as the agent’s
commissions, if any, and the estimated cost of hedging our obligations under the securities, reduces the economic terms of the
securities to you and is expected to adversely affect the price at which you may be able to sell the securities in any secondary
market. The value of the embedded derivative(s) is calculated based on our internal pricing models using relevant parameter inputs
such as expected interest and dividend rates and mid-market levels of price and volatility of the assets underlying the securities
or any futures, options or swaps related to such underlying assets. Our internal pricing models are proprietary and rely in part
on certain assumptions about future events, which may prove to be incorrect.
The Issuer’s estimated value of the
securities on the Trade Date (as disclosed on the cover of this pricing supplement) is less than the Issue Price of the securities.
The difference between the Issue Price and the Issuer’s estimated value of the securities on the Trade Date is due to the
inclusion in the Issue Price of the agent’s commissions, if any, and the cost of hedging our obligations under the securities
through one or more of our affiliates. Such hedging cost includes our or our affiliates’ expected cost of providing such
hedge, as well as the profit we or our affiliates expect to realize in consideration for assuming the risks inherent in providing
such hedge.
The Issuer’s estimated value of the
securities on the Trade Date does not represent the price at which we or any of our affiliates would be willing to purchase your
securities in the secondary market at any time. Assuming no changes in market conditions or our creditworthiness and other relevant
factors, the price, if any, at which we or our affiliates would be willing to purchase the securities from you in secondary market
transactions, if at all, would generally be lower than both the Issue Price and the Issuer’s estimated value of the securities
on the Trade Date. Our purchase price, if any, in secondary market transactions will be based on the estimated value of the securities
determined by reference to (i) the then-prevailing internal funding rate (adjusted by a spread) or another appropriate measure
of our cost of funds and (ii) our pricing models at that time, less a bid spread determined after taking into account the size
of the repurchase, the nature of the assets underlying the securities and then-prevailing market conditions. The price we report
to financial reporting services and to distributors of our securities for use on customer account statements would generally be
determined on the same basis. However, during the period of approximately six months beginning from the Trade Date, we or our affiliates
may, in our sole discretion, increase the purchase price determined as described above by an amount equal to the declining differential
between the Issue Price and the Issuer’s estimated value of the securities on the Trade Date, prorated over such period on
a straight-line basis, for transactions that are individually and in the aggregate of the expected size for ordinary secondary
market repurchases.
Resolution Measures and Deemed Agreement
On
May 15, 2014, the European Parliament and the Council of the European Union adopted a directive establishing a framework for the
recovery and resolution of credit institutions and investment firms (commonly referred to as the “
Bank Recovery and Resolution
Directive
”). The Bank Recovery and Resolution Directive required each member state of the European Union to adopt and
publish by December 31, 2014 the laws, regulations and administrative provisions necessary to comply with the Bank Recovery and
Resolution Directive. Germany adopted the Recovery and Resolution Act (
Sanierungs
-
und Abwicklungsgesetz
, or the
“
Resolution Act
”), which became effective on January 1, 2015. The Bank Recovery and Resolution Directive and
the Resolution Act provided national resolution authorities with a set of resolution powers to intervene in the event that a bank
is failing or likely to fail and certain other conditions are met. From January 1, 2016, the power to initiate resolution measures
applicable to significant banking groups (such as Deutsche Bank Group) in the European Banking Union has been transferred to the
European Single Resolution Board which, based on the European Union regulation establishing uniform rules and a uniform procedure
for the resolution of credit institutions and certain investment firms in the framework of a Single Resolution Mechanism and a
Single Resolution Fund (the “
SRM Regulation
”), works in close cooperation with the European Central Bank, the
European Commission and the national resolution authorities. Pursuant to the SRM Regulation, the Resolution Act and other applicable
rules and regulations, the securities may be subject to any Resolution Measure by the competent resolution authority if we become,
or are deemed by the competent supervisory authority to have become, “non-viable” (as defined under the then applicable
law) and are unable to continue our regulated banking activities without a Resolution Measure becoming applicable to us. By acquiring
the securities, you will be bound by and deemed irrevocably to consent to the provisions set forth in the accompanying prospectus,
which we have summarized below.
By
acquiring the securities, you will be bound by and deemed irrevocably to consent to the imposition of any Resolution Measure by
the competent resolution authority. Under the relevant resolution laws and regulations as applicable to us from time to time, the
securities may be subject to the powers exercised by the competent resolution authority to: (i) write down, including to zero,
any payment (or delivery obligations) on the securities; (ii) convert the securities into ordinary shares of (a) the Issuer, (b)
any group entity or (c) any bridge bank or other instruments of ownership of such entities qualifying as common equity tier 1 capital;
and/or (iii) apply any other resolution measure including, but not limited to, any transfer of the securities to another entity,
the amendment, modification or variation of the terms and conditions of the securities or the cancellation of the securities. We
refer to each of these measures as a “
Resolution Measure
.” A “group entity” refers to an entity
that 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 assets, liabilities and material contracts, including those attributable to our
branches and subsidiaries, in a resolution proceeding.
Furthermore,
by acquiring the securities, you:
|
·
|
are deemed irrevocably
to have agreed, and you will agree: (i) to be bound by, to acknowledge and to accept any Resolution Measure and any amendment,
modification or variation of the terms and conditions of the securities to give effect to any Resolution Measure; (ii) that you
will have no claim or other right against us arising out of any Resolution Measure; and (iii) that the imposition of any Resolution
Measure will not constitute a default or an event of default under the securities, under the senior indenture dated November 22,
2006 among us, Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust Company Americas, as issuing agent,
paying agent, authenticating agent and registrar, as amended and supplemented from time to time (the “
Indenture
”),
or for the purposes of, but only to the fullest extent permitted by, the Trust Indenture Act of 1939, as amended (the “
Trust
Indenture Act
”);
|
|
·
|
waive, to the
fullest extent permitted by the Trust Indenture Act and applicable law, any and all claims against 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 the trustee and the indenture agents will not be liable for, any
action that the trustee or the indenture agents take, or abstain from taking, in either case in accordance with the imposition
of a Resolution Measure by the competent resolution authority with respect to the securities; and
|
|
·
|
will be deemed
irrevocably to have: (i) consented to the imposition of any Resolution Measure as it may be imposed without any prior notice by
the competent resolution authority of its decision to exercise such power with respect to the securities; (ii) authorized, directed
and requested The Depository Trust Company (“
DTC
”) and any direct participant in DTC or other intermediary through
which you hold such securities to take any and all necessary action, if required, to implement the imposition of any Resolution
Measure with respect to the securities as it may be imposed, without any further action or direction on your part or on the part
of the trustee or the indenture agents; and (iii) acknowledged and accepted that the Resolution Measure provisions described herein
and in the “Resolution Measures” section of the accompanying prospectus are exhaustive on the matters described herein
and therein to the exclusion of any other agreements, arrangements or understandings between
|
you
and the Issuer relating to the terms and conditions of the securities.
This
is only a summary
,
for more information please see the accompanying prospectus dated April 27
,
2016
,
including
the risk factors beginning on page 13 of such prospectus
.
Additional Terms Specific to the Securities
You should read this pricing supplement
together with underlying supplement No. 1 dated August 17, 2015, product supplement B dated July 31, 2015, the prospectus supplement
dated July 31, 2015 relating to our Series A global notes of which these securities are a part and the prospectus dated April 27,
2016. Delaware Trust Company, which acquired the corporate trust business of Law Debenture Trust Company of New York, is the successor
trustee of the securities. When you read the accompanying underlying supplement, product supplement and prospectus supplement,
please note that all references in such supplements to the prospectus dated July 31, 2015, or to any sections therein, should refer
instead to the accompanying prospectus dated April 27, 2016 or to the corresponding sections of such prospectus, as applicable,
unless otherwise specified or the context otherwise requires. You may access these documents on the website of the Securities and
Exchange Commission (the “
SEC
”) at
.
www.sec.gov as follows (or if such address
has changed, by reviewing our filings for the relevant date on the SEC website):
|
·
|
Underlying supplement No. 1 dated August
17, 2015:
|
https://www.sec.gov/Archives/edgar/data/1159508/000095010315006546/crt_dp58829-424b2.pdf
|
·
|
Product supplement B dated July 31, 2015:
|
https://www.sec.gov/Archives/edgar/data/1159508/000095010315006059/crt_dp58181-424b2.pdf
|
·
|
Prospectus supplement dated July 31, 2015:
|
https://www.sec.gov/Archives/edgar/data/1159508/000095010315006048/crt-dp58161_424b2.pdf
|
·
|
Prospectus dated April 27, 2016:
|
https://www.sec.gov/Archives/edgar/data/1159508/000119312516559607/d181910d424b21.pdf
Our Central Index Key, or CIK, on the SEC
website is 0001159508. As used in this pricing supplement, “
we
,” “
us
” or “
our
”
refers to Deutsche Bank AG, including, as the context requires, acting through one of its branches.
This pricing supplement, together with the
documents listed above, contains the terms of the securities and supersedes all other prior or contemporaneous oral statements
as well as any other written materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures
for implementation, sample structures, brochures or other educational materials of ours. You should carefully consider, among other
things, the matters set forth in this pricing supplement and in “Risk Factors” in the accompanying product supplement,
prospectus supplement and prospectus, as the securities involve risks not associated with conventional debt securities. We urge
you to consult your investment, legal, tax, accounting and other advisers before deciding to invest in the securities.
You may revoke your offer to purchase
the securities at any time prior to the time at which we accept such offer by notifying the applicable agent
.
We reserve
the right to change the terms of
,
or reject any offer to purchase
,
the securities prior to their issuance
.
We
will notify you in the event of any changes to the terms of the securities and you will be asked to accept such changes in connection
with your purchase of any securities
.
You may choose to reject such changes
,
in which case we may reject your offer
to purchase the securities
.
Hypothetical Examples
The tables and hypothetical examples
set forth below are for illustrative purposes only. The actual return applicable to a purchaser of the securities will depend on
the closing levels of the Underlyings on each Observation Date (including the Final Valuation Date) and whether the securities
are redeemed by us prior to the Maturity Date. The following results are based
solely
on the hypothetical examples cited
below. You should consider carefully whether the securities are suitable to your investment goals. The numbers appearing in the
tables and hypothetical examples below may have been rounded for ease of analysis.
If the securities
are
redeemed by us prior to maturity
:
The Issuer may, in its sole discretion,
redeem the securities in whole, but not in part, on any Coupon Payment Date beginning approximately one year after the Settlement
Date but prior to the Maturity Date. Therefore, the first day the securities can be redeemed by us is the fourth Coupon Payment
Date of November 15, 2018 and the last day the securities can be redeemed by us is the ninteenth Coupon Payment Date of August
15, 2022. Furthermore, the term of the securities may be as short as approximately one year. The following table illustrates the
hypothetical payments due upon an early redemption (
excluding
any Contingent Coupon payment) per $1,000 Face Amount of securities
on each of the Observation Dates.
Potential
Call Settlement Date
|
Hypothetical
Payment upon an Early Redemption at Issuer
’
s Option
($) (per $1,000 Face Amount of securities)
|
November 15, 2018
|
$1,000.00
|
February 14, 2019
|
$1,000.00
|
May 15, 2019
|
$1,000.00
|
August 15, 2019
|
$1,000.00
|
November 14, 2019
|
$1,000.00
|
February 13, 2020
|
$1,000.00
|
May 14, 2020
|
$1,000.00
|
August 13, 2020
|
$1,000.00
|
November 16, 2020
|
$1,000.00
|
February 16, 2021
|
$1,000.00
|
May 13, 2021
|
$1,000.00
|
August 13, 2021
|
$1,000.00
|
November 16, 2021
|
$1,000.00
|
February 15, 2022
|
$1,000.00
|
May 13, 2022
|
$1,000.00
|
August 15, 2022
|
$1,000.00
|
If the securities are redeemed by us prior
to maturity, you will receive a cash payment per $1,000 Face Amount of securities on the Call Settlement Date equal to the Face
Amount
plus
any Contingent Coupon that may be due on such date. The securities will cease to be outstanding following an
early redemption and no Contingent Coupon will accrue or be payable following such early redemption.
The following hypothetical example illustrates
how the payment on the securities upon an early redemption is calculated as well as how the payment of any Contingent Coupons will
be determined. The example below reflects the Contingent Coupon of $10.75 that may be payable on one or more of the Coupon Payment
Dates.
Example 1
:
The closing levels
of both Underlyings are greater than or equal to their respective Coupon Barriers on the second and fourth Observation Dates
.
The Issuer elects to redeem the securities on the fourth Coupon Payment Date
. Because the closing levels of both Underlyings
on the second and fourth Observation Dates are greater than or equal to their respective Coupon Barriers, but the closing level
of at least one Underlying is less than its Coupon Barrier on the first and third Observation Dates, the investor will receive
the Contingent Coupon of $10.75 on each of the second and fourth Coupon Payment Dates, but not on the first or third Coupon Payment
Dates. Because the Issuer has elected to redeem the securities, the investor will receive a cash payment of $1,000.00 per $1,000
Face Amount of securities (excluding any Contingent Coupon) on the Call Settlement Date. As a result, the investor will receive
a total of $1,021.50 per $1,000 Face Amount of securities over the approximately one year the securities were outstanding before
they were redeemed by the Issuer, which is equal to the Face Amount
plus
the Contingent Coupons due on the second and fourth
Coupon Payment Dates. The securities will cease to be outstanding following the early redemption and no Contingent Coupon will
accrue or be payable following such early redemption.
If the securities are
not
redeemed
by us prior to maturity
:
The following table illustrates
the hypothetical Payments at Maturity (excluding any Contingent Coupon) per $1,000 Face Amount of securities for a hypothetical
range of performances of the Laggard Underlying if the securities are
not
redeemed by us prior to maturity
.
The hypothetical Payments at Maturity set forth in the table below reflect the Coupon Barrier and Trigger Level for each Underlying
equal to 55.00% of its Initial Level. The actual Initial Level, Coupon Barrier and Trigger Level for each Underlying are set forth
on the cover of this pricing supplement.
We make no representation or warranty as to which of the Underlyings will be the Laggard
Underlying for purposes of calculating the Payment at Maturity
.
Hypothetical
Underlying Return of the Laggard Underlying
(%)
|
Hypothetical
Payment at Maturity
($) (
excluding
any Contingent Coupon)
|
Hypothetical
Return on the Securities
(%) (
excluding
any Contingent Coupon)
|
100.00%
|
$1,000.00
|
0.00%
|
90.00%
|
$1,000.00
|
0.00%
|
80.00%
|
$1,000.00
|
0.00%
|
70.00%
|
$1,000.00
|
0.00%
|
60.00%
|
$1,000.00
|
0.00%
|
50.00%
|
$1,000.00
|
0.00%
|
40.00%
|
$1,000.00
|
0.00%
|
30.00%
|
$1,000.00
|
0.00%
|
20.00%
|
$1,000.00
|
0.00%
|
10.00%
|
$1,000.00
|
0.00%
|
0
.
00%
|
$1
,
000
.
00
|
0
.
00%
|
-10.00%
|
$1,000.00
|
0.00%
|
-20.00%
|
$1,000.00
|
0.00%
|
-30.00%
|
$1,000.00
|
0.00%
|
-40.00%
|
$1,000.00
|
0.00%
|
-
45
.
00%
|
$1
,
000
.
00
|
0
.
00%
|
-46.00%
|
$540.00
|
-46.00%
|
-50.00%
|
$500.00
|
-50.00%
|
-60.00%
|
$400.00
|
-60.00%
|
-70.00%
|
$300.00
|
-70.00%
|
-80.00%
|
$200.00
|
-80.00%
|
-90.00%
|
$100.00
|
-90.00%
|
-100.00%
|
$0.00
|
-100.00%
|
The following hypothetical examples
illustrate how the payments on the securities set forth in the table above are calculated as well as how the payment of any Contingent
Coupons will be determined. The examples below reflect the Contingent Coupon of $10.75 that may be payable on one or more of the
Coupon Payment Dates.
Example 1
:
The closing
levels of both Underlyings are greater than or equal to their respective Coupon Barriers on the first
,
third and final Observation
Dates
.
The Final Level of the Laggard Underlying is greater than its Trigger Level
. Because the Final Level of the Laggard
Underlying is greater than its Trigger Level, the investor will receive on the Maturity Date a cash payment of $1,000.00 per $1,000
Face Amount of securities (excluding any Contingent Coupon).
Because the closing levels of
both Underlyings on the first, third and final Observation Dates are greater than or equal to their respective Coupon Barriers,
but the closing level of at least one Underlying is less than its Coupon Barrier on each of the other Observation Dates, the investor
will receive the Contingent Coupon of $10.75 on the first and third Coupon Payment Dates and on the Maturity Date, but not on the
other Coupon Payment Dates. As a result, the investor will receive a total of $1,032.25 per $1,000 Face Amount of securities over
the approximately five year term of the securities.
Example 2
:
The closing
levels of both Underlyings are greater than or equal to their respective Coupon Barriers on the tenth Observation Date
.
While
the Final Level of one Underlying is greater than its Initial Level, the Final Level of the Laggard Underlying is less than its
Trigger Level
,
resulting in an Underlying Return of the Laggard Underlying of
-
50
.
00%
. Even though the
Final Level of one Underlying is greater than its Initial Level, because the Payment at Maturity is determined by reference to
the Final Level of the Laggard Underlying and the Final Level of the Laggard Underlying is less than its Trigger Level, the investor
will receive on the
Maturity Date a cash payment
of $500.00 per $1,000 Face Amount of securities (excluding any Contingent Coupon), calculated as follows:
$1,000 + ($1,000 x Underlying
Return of the Laggard Underlying)
$1,000 + ($1,000 x -50.00%) =
$500.00
Because the closing levels of
both Underlyings on the tenth Observation Date are greater than or equal to their respective Coupon Barriers, but the closing level
of at least one Underlying is less than its Coupon Barrier on each of the other Observation Dates (including the final Observation
Date), the investor will receive the Contingent Coupon on the tenth Coupon Payment Date, but not on the other Coupon Payment Dates
(including the Maturity Date). As a result, the investor will receive a total of $510.75 per $1,000 Face Amount of securities over
the approximately five year term of the securities.
Example 3
:
The closing
level of at least one Underlying is less than its Coupon Barrier on each Observation Date
(
including the final Observation
Date
).
The Final Levels of both Underlyings are less than their respective Trigger Levels and the Underlying Return of the
Laggard Underlying is equal to
-
70
.
00%
. Because the Payment at Maturity is determined by reference to the Final
Level of the Laggard Underlying, the Underlying Return of the Laggard Underlying will be used in determining the Payment at Maturity.
In this circumstance, the investor will receive on the Maturity Date a cash payment of $300.00 per $1,000 Face Amount of securities
(excluding any Contingent Coupon), calculated as follows:
$1,000 + ($1,000 x Underlying
Return of the Laggard Underlying)
$1,000 + ($1,000 x -70.00%) =
$300.00
Because the closing level of at least one
Underlying is less than its Coupon Barrier on each Observation Date (including the final Observation Date), the investor will not
receive any Contingent Coupon over the entire term of the securities. As a result, the investor will receive only $300.00 per $1,000
Face Amount of securities over the approximately five year term of the securities.
Selected Purchase Considerations
|
·
|
THE SECURITIES MAY OFFER A HIGHER
,
THOUGH CONTINGENT
,
COUPON THAN THE YIELD ON DEBT SECURITIES OF COMPARABLE MATURITY ISSUED BY US OR AN ISSUER WITH A COMPARABLE
CREDIT RATING
— The securities will pay the Contingent Coupon
only if
the closing levels of
both
Underlyings are greater than or equal to their respective Coupon Barriers on the relevant Observation Date. Payment of a Contingent
Coupon may result in a higher yield than that received on debt securities of comparable maturity issued by us or an issuer with
a comparable credit rating,
but
is subject to the risk that the closing level of at least one Underlying will be
less than its Coupon Barrier on an Observation Date and the resulting forfeiture of the Contingent Coupon for the entire period,
as well as the risk of losing a significant portion or all of your investment if the securities are not redeemed by us and the
Final Level of the Laggard Underlying is less than its Trigger Level.
Any payment on the securities is subject to our ability
to satisfy our obligations as they become due
.
|
|
·
|
LIMITED PROTECTION AGAINST LOSS
— If the securities are not redeemed by us prior to maturity and the Final Level of the Laggard Underlying is greater than
or equal to its Trigger Level, for each $1,000 Face Amount of securities, you will receive a cash payment at maturity equal to
the Face Amount
plus
any Contingent Coupon otherwise due on such date. However, if the securities are not redeemed by us
prior to maturity and the Final Level of the Laggard Underlying is less than its Trigger Level, for each $1,000 Face Amount of
securities, you will lose 1.00% of the Face Amount for every 1.00% by which the Final Level of the Laggard Underlying is less than
its Initial Level.
In this circumstance
,
you will lose a significant portion or all of your investment in the
securities at maturity
.
|
|
·
|
POTENTIAL EARLY EXIT AS A RESULT OF
EARLY REDEMPTION AT ISSUER
’
S OPTION
— While the original term of the securities is approximately five years,
the securities may be redeemed by us, in our sole discretion, in whole, but not in part, on any Coupon Payment Date beginning approximately
one year after the Settlement Date but prior to maturity, and you will receive a cash payment per $1,000 Face Amount of securities
on the Call Settlement Date equal to the Face Amount
plus
any Contingent Coupon that may be due on such date. Therefore,
the term of the securities could be as short as approximately one year. No Contingent Coupon will accrue or be payable following
an early redemption. For the avoidance of doubt, the discounts and commissions described on the cover of this pricing supplement
will not be rebated or subject to amortization if the securities are redeemed by us.
|
|
·
|
CONTINGENT COUPONS
— Unless
the securities are previously redeemed by us, the Contingent Coupon, if any, will be paid in arrears on the relevant quarterly
Coupon Payment Date
only if
the closing levels of
both
Underlyings on the relevant Observation Date
are greater than or equal to their respective Coupon Barriers.
If the closing level of at least one Underlying on each Observation
Date is less than its Coupon Barrier
,
you will not receive any Contingent Coupons for the entire term of the securities
.
|
|
·
|
RETURN LINKED TO THE LESSER PERFORMING
OF THE TWO UNDERLYINGS
— The return on the securities, which may be positive, zero or negative, is linked to the lesser
performing of the Russell 2000
®
Index and the Dow Jones Industrial Average
SM
as described herein. If
the securities are not redeemed by us prior to maturity, the Payment at Maturity you receive, if any, will be determined
solely
by reference to the performance of the Laggard Underlying.
|
Russell
2000
®
Index
The Russell 2000
®
Index is designed to track the performance of the small capitalization segment of the U.S. equity market. The Russell 2000
®
Index measures the composite price performance of stocks of approximately 2,000 companies domiciled in the U.S. and its territories
and consists of the smallest 2,000 companies included in the Russell 3000
®
Index. The Russell 2000
®
Index represents approximately 10% of the total market capitalization of the Russell 3000
®
Index.
This is only
a summary of the Russell 2000
®
Index
.
For more information on the Russell 2000
®
Index
,
including information concerning its composition
,
calculation methodology and adjustment policy
,
please
see the section entitled “The Russell Indices — The Russell 2000
®
Index
”
in the
accompanying underlying supplement No
.
1 dated August 17
,
2015
.
Dow
Jones Industrial Average
SM
The
Dow Jones Industrial Average
SM
is composed of the stocks of 30 common stocks selected at the discretion of the editors
of The Wall Street Journal, which is published by Dow Jones, as representative of the broad market of U.S. industry. The Dow Jones
Industrial Average
SM
serves as an indicator that reflects the performance of the entire U.S. market, including such
sectors as financial services, technology, retail, entertainment and consumer goods, and is not limited to traditionally defined
industrial stocks. It does not include the transportation and utilities sectors. While stock selection is not governed by quantitative
rules, a stock is typically added only if the company is deemed to have a strong reputation, demonstrates sustained growth and
is of interest to a large number of investors. Maintaining adequate sector representation within the index is also a consideration.
This is only a summary of the Dow Jones Industrial Average
SM
.
For more information on the Dow Jones Industrial
Average
SM
,
including information concerning its composition
,
calculation methodology and adjustment policy
,
please see the section entitled “The Dow Jones Indices — The Dow Jones Industrial Average
SM
”
in the accompanying underlying supplement No
.
1 dated August 17
,
2015
.
|
·
|
TAX CONSEQUENCES
— Due to the lack of direct legal authority, there is substantial uncertainty regarding the U.S. federal income tax consequences
of an investment in the securities. In determining our responsibilities for information reporting and withholding, if any, we intend
to treat the securities as prepaid financial contracts that are not debt, with associated contingent coupons that constitute ordinary
income and that, when paid to a non-U.S. holder, are generally subject to 30% (or lower treaty rate) withholding. Our special tax
counsel, Davis Polk & Wardwell LLP, has advised that while it believes this treatment to be reasonable, it is unable to conclude
that it is more likely than not that this treatment will be upheld, and that other reasonable treatments are possible that could
materially affect the timing and character of income or loss on your securities. If this treatment is respected, you generally
should recognize short-term capital gain or loss on the taxable disposition of your securities (including retirement), unless you
have held the securities for more than one year, in which case your gain or loss should be long-term capital gain or loss. However,
it is likely that any sales proceeds that are attributable to the next succeeding contingent coupon after it has been fixed will
be treated as ordinary income and also possible that any sales proceeds attributable to the next succeeding contingent coupon prior
to the time it has been fixed will be treated as ordinary income.
|
In 2007, the U.S. Treasury
Department and the Internal Revenue Service (the “
IRS
”) released a notice requesting comments on various issues
regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar instruments. The notice
focuses in particular on whether beneficial owners of these instruments should be required to accrue income over the term of their
investment. It also asks for comments on a number of related topics, including the character of income or loss with respect to
these instruments; the relevance of factors such as the nature of the underlying property to which the instruments are linked;
and the degree, if any, to which income (including any mandated accruals) realized by non-U.S. persons should be subject to withholding
tax. While the notice requests comments on appropriate transition rules and effective dates, any Treasury regulations or other
guidance promulgated after consideration of these issues
could materially affect the
tax consequences of an investment in the securities, possibly with retroactive effect.
As discussed in the section
of the accompanying product supplement entitled “U.S. Federal Income Tax Consequences — ‘FATCA’ Legislation,”
it would be prudent to assume that an applicable withholding agent will treat payments in respect of the securities and gross proceeds
from any taxable disposition of a security (including retirement) as subject to withholding under FATCA. However, under a recent
IRS notice, withholding under FATCA will not apply to payments of gross proceeds (other than any amount treated as interest) from
the taxable disposition of a security occurring before January 1, 2019. You should consult your tax adviser regarding the potential
application of FATCA to the securities.
Section 871(m) of the Code
and Treasury regulations promulgated thereunder (“
Section 871
(
m
)”) generally impose a 30% withholding
tax (unless an income tax treaty applies) on dividend equivalents paid or deemed paid to non-U.S. holders with respect to certain
financial instruments linked to U.S. equities or indices that include U.S. equities. Section 871(m) provides certain exceptions
to this withholding regime, including for instruments linked to certain broad-based indices that meet requirements set forth in
the applicable Treasury regulations (such an index, a “
Qualified Index
”). Additionally, the applicable regulations
exclude from the scope of Section 871(m) instruments issued in 2017 that do not have a delta of one with respect to underlying
securities that could pay U.S.-source dividends for U.S. federal income tax purposes (each an “
Underlying Security
”).
Based on certain determinations made by us, our special tax counsel is of the opinion that Section 871(m) should not apply to the
securities with regard to non-U.S. holders. Our determination is not binding on the IRS, and the IRS may disagree with this determination.
Section 871(m) is complex and its application may depend on your particular circumstances, including whether you enter into other
transactions with respect to an Underlying Security. You should consult your tax adviser regarding the potential application of
Section 871(m) to the securities.
You should review carefully
the section of the accompanying product supplement entitled “U.S. Federal Income Tax Consequences.” The preceding discussion,
when read in combination with that section, constitutes the full opinion of our special tax counsel regarding the material U.S.
federal income tax consequences of owning and disposing of the securities.
Under current law, the United
Kingdom will not impose withholding tax on payments made with respect to the securities.
For a discussion of certain
German tax considerations relating to the securities, you should refer to the section in the accompanying prospectus supplement
entitled “Taxation by Germany of Non-Resident Holders.”
You should consult your
tax adviser regarding the U
.
S
.
federal tax consequences of an investment in the securities
(
including possible
alternative treatments and the issues presented by the 2007 notice
),
as well as tax consequences arising under the laws
of any state
,
local or non
-
U
.
S
.
taxing jurisdiction
.
Selected
Risk Considerations
An investment in the securities
involves significant risks. Investing in the securities is not equivalent to investing directly in the stocks composing the Underlyings.
In addition to these selected risk considerations, you should review the “Risk Factors” sections of the accompanying
product supplement, prospectus supplement and prospectus.
|
·
|
YOUR INVESTMENT
IN THE SECURITIES MAY RESULT IN A LOSS
— The securities do not guarantee any return of your investment. The return on
the securities at maturity is linked to the performance of the Laggard Underlying. If the securities are not redeemed by us prior
to maturity, you will receive a cash payment per $1,000 Face Amount of securities on the Maturity Date equal to the Face Amount
plus
any Contingent Coupon otherwise due on such date
only if
the Final Level of the Laggard Underlying is
greater than or equal to its Trigger Level. However, if the securities are not redeemed by us prior to maturity and the Final Level
of the Laggard Underlying is less than its Trigger Level, for each $1,000 Face Amount of securities, you will lose 1.00% of the
Face Amount for every 1.00% by which the Final Level of the Laggard Underlying is less than its Initial Level.
In this circumstance
,
you will lose a significant portion or all of your investment at maturity
.
Any payment on the securities is subject to
our ability to satisfy our obligations as they become due
.
|
|
·
|
YOUR RETURN ON
THE SECURITIES IS LIMITED TO THE FACE AMOUNT PLUS CONTINGENT COUPONS
(
IF ANY
)
AND YOU WILL NOT PARTICIPATE IN ANY
INCREASE IN THE LEVELS OF THE UNDERLYINGS
— The securities will not pay more than the Face Amount
plus
any Contingent
Coupons that may be due for each $1,000 Face Amount of securities. You will not participate in any increase in the
|
levels of the Underlyings
even if the Final Levels of
both
Underlyings are greater than their respective Initial Levels. The maximum payment
upon an early redemption or at maturity, as applicable, will be the Face Amount per $1,000 Face Amount of securities (excluding
any Contingent Coupons), regardless of any increase in the levels of the Underlyings, which may be significant.
|
·
|
YOU MAY NOT RECEIVE
ANY CONTINGENT COUPONS
— The securities may not pay Contingent Coupons on some or all of the Coupon Payment Dates and,
therefore, should
not
be viewed as conventional debt securities with periodic coupon payments. If the closing level of either
Underlying on any Observation Date is less than its respective Coupon Barrier, you will not receive the Contingent Coupon applicable
to such Observation Date. If the closing level of either Underlying is less than its respective Coupon Barrier on each of the Observation
Dates, you will not receive any Contingent Coupons during the entire term of the securities and, therefore, you will not receive
a positive return on your investment. Generally, non-payment of Contingent Coupons coincides with a greater risk that the Final
Level of at least one of the Underlyings is less than its Trigger Level, which would result in the loss of a significant portion
or all of your investment in the securities.
|
|
·
|
THE SECURITIES
MAY BE REDEEMED PRIOR TO THE MATURITY DATE
— We may, in our sole discretion, redeem the securities in whole, but not
in part, on any Coupon Payment Date beginning approximately one year after the Settlement Date but prior to the Maturity Date.
For United States federal income tax purposes, an early redemption of the securities at the Issuer’s option would be a taxable
event to you
.
In addition, if the securities are redeemed prior to the Maturity Date, you will not receive any Contingent
Coupon that would have otherwise accrued after the Call Settlement Date.
|
|
·
|
REINVESTMENT
RISK
— If your securities are redeemed by us prior to maturity, the term of the securities may be reduced to as
short as approximately one year. There is no guarantee that you would be able to reinvest the proceeds from an investment in the
securities at a comparable return for a similar level of risk in the event the securities are redeemed by us prior to the Maturity
Date.
|
|
·
|
IF THE SECURITIES
ARE NOT REDEEMED BY US PRIOR TO THE MATURITY DATE
,
YOUR PAYMENT AT MATURITY WILL BE DETERMINED BY THE FINAL LEVEL OF THE
LAGGARD UNDERLYING
— If we do not redeem the securities prior to the Maturity Date, the Payment at Maturity will be determined
by reference to the Final Level of the Laggard Underlying, without taking into consideration the performance of the other Underlying.
|
|
·
|
A HIGHER CONTINGENT
COUPON OR A LOWER COUPON BARRIER OR TRIGGER LEVEL FOR EACH UNDERLYING MAY REFLECT A GREATER EXPECTED VOLATILITY OF ONE OR BOTH
OF THE UNDERLYINGS
,
WHICH IS GENERALLY ASSOCIATED WITH A GREATER RISK OF LOSS
— Volatility is a measure of the
degree of variation in the trading prices of an asset over a period of time. The greater the expected volatility at the time the
terms of the securities are set on the Trade Date, the greater the expectation is at that time that at least one Underlying may
close below its Coupon Barrier on an Observation Date (resulting in a missed Contingent Coupon) or Trigger Level on the Final Valuation
Date (resulting in a loss of a significant portion or all of your investment). In addition, the economic terms of the securities,
including the Contingent Coupon, the Coupon Barriers and the Trigger Levels, are based, in part, on the expected volatility of
the Underlyings at the time the terms of the securities are set on the Trade Date, where higher expected volatility will generally
lead to a higher Contingent Coupon or a lower Coupon Barrier or Trigger Level for each Underlying. Accordingly, a higher Contingent
Coupon as compared with the coupon on our conventional fixed income securities with a similar maturity or the coupon on our other
similarly structured securities will generally indicate a greater risk of loss, while a lower Coupon Barrier or Trigger Level for
each Underlying as compared with otherwise comparable securities does not necessarily indicate that the securities have a greater
likelihood of paying Contingent Coupons or returning your investment at maturity. You should be willing to accept the downside
market risk of each Underlying and the potential loss of a significant portion or all of your investment at maturity.
|
|
·
|
THE SECURITIES
ARE SUBJECT TO THE CREDIT OF DEUTSCHE BANK AG
— The securities are senior unsecured obligations of Deutsche Bank AG and
are not, either directly or indirectly, an obligation of any third party. Any payment(s) to be made on the securities depends on
the ability of Deutsche Bank AG to satisfy its obligations as they become due. An actual or anticipated downgrade in Deutsche Bank
AG’s credit rating or increase in the credit spreads charged by the market for taking Deutsche Bank AG’s credit risk
will likely have an adverse effect on the value of the securities. As a result, the actual and perceived creditworthiness of Deutsche
Bank AG will affect the value of the securities and, in the event Deutsche Bank AG were to default on its obligations or become
subject to a Resolution Measure, you might not receive any amount(s) owed to you under the terms of the securities and you could
lose your entire investment.
|
|
·
|
THE
SECURITIES MAY BE WRITTEN DOWN
,
BE CONVERTED INTO ORDINARY SHARES OR OTHER INSTRUMENTS OF OWNERSHIP OR BECOME SUBJECT TO
OTHER RESOLUTION MEASURES
.
YOU MAY LOSE SOME OR ALL OF YOUR INVESTMENT IF ANY SUCH MEASURE BECOMES APPLICABLE TO US
— Pursuant to the SRM Regulation, the Resolution Act and other applicable rules and regulations described above under “Resolution
Measures and Deemed Agreement,” the securities are subject to the powers exercised by the competent resolution authority
to impose Resolution Measures on us, which may include: writing down, including to zero, any claim for payment on the securities;
converting the securities into ordinary shares of (i) the Issuer, (ii) any group entity or (iii) any bridge bank or other instruments
of ownership of such entities qualifying as common equity tier 1 capital; or applying any other resolution measure including, but
not limited to, transferring the securities to another entity, amending, modifying or varying the terms and conditions of the securities
or cancelling the securities. The competent resolution authority may apply Resolution Measures individually or in any combination.
|
The
German law on the mechanism for the resolution of banks of November 2, 2015 (
Abwicklungsmechanismusgesetz
, or the “
Resolution
Mechanism Act
”) provides that, in a German insolvency proceeding of the Issuer, certain specifically defined senior unsecured
debt instruments would rank junior to, without constituting subordinated debt, all other outstanding unsecured unsubordinated obligations
of the Issuer and be satisfied only if all such other senior unsecured obligations of the Issuer have been paid in full. This prioritization
would also be given effect if Resolution Measures are imposed on the Issuer, so that obligations under debt instruments that rank
junior in insolvency as described above would be written down or converted into common equity tier 1 instruments before any other
senior unsecured obligations of the Issuer are written down or converted. A large portion of our liabilities consist of senior
unsecured obligations that either fall outside the statutory definition of debt instruments that rank junior to other senior unsecured
obligations according to the Resolution Mechanism Act or are expressly exempted from such definition.
Among
those unsecured unsubordinated obligations that are expressly exempted are money market instruments and senior unsecured debt instruments
whose terms provide that (i) the repayment or the amount of the repayment depends on the occurrence or non-occurrence of an event
which is uncertain at the point in time when the senior unsecured debt instruments are issued or is settled in a way other than
by monetary payment, or (ii) the payment of interest or the amount of the interest payments depends on the occurrence or non-occurrence
of an event which is uncertain at the point in time when the senior unsecured debt instruments are issued unless the payment of
interest or the amount of the interest payments solely depends on a fixed or floating reference interest rate and is settled by
monetary payment. This order of priority introduced by the Resolution Mechanism Act would apply in German insolvency proceedings
instituted, or when Resolution Measures are imposed, on or after January 1, 2017 with effect for debt instruments of the Issuer
outstanding at that time. In a German insolvency proceeding or in the event of the imposition of Resolution Measures with respect
to the Issuer, the competent regulatory authority or court would determine which of our senior debt securities issued under the
prospectus have the terms described in clauses (i) or (ii) above, referred to herein as the “
Structured Debt Securities
,”
and which do not, referred to herein as the “
Non
-
Structured Debt Securities
.” We expect the securities
offered herein to be classified as Structured Debt Securities, but the competent regulatory authority or court may classify the
securities differently. In a German insolvency proceeding or in the event of the imposition of Resolution Measures with respect
to the Issuer, the Structured Debt Securities are expected to be among the unsecured unsubordinated obligations that would bear
losses after the Non-Structured Debt Securities as described above.
Nevertheless
,
you may lose some or all of your investment
in the securities if a Resolution Measure becomes applicable to us
. Imposition of a Resolution Measure would likely occur if
we become, or are deemed by the competent supervisory authority to have become, “non-viable” (as defined under the
then applicable law) and are unable to continue our regulated banking activities without a Resolution Measure becoming applicable
to us. The Bank Recovery and Resolution Directive and the Resolution Act are intended to eliminate the need for public support
of troubled banks, and you should be aware that public support, if any, would only potentially be used by the competent supervisory
authority as a last resort after having assessed and exploited, to the maximum extent practicable, the resolution tools, including
the bail-in tool.
By
acquiring the securities, you would have no claim or other right against us arising out of any Resolution Measure and we would
have no obligation to make payments under the securities following the imposition of a Resolution Measure. In particular, the imposition
of any Resolution Measure will not constitute a default or an event of default under the securities, under the Indenture or for
the purposes of, but only to the fullest extent permitted by, the Trust Indenture Act. Furthermore, because the securities are
subject to any Resolution Measure, secondary market trading in the securities may not follow the trading behavior associated with
similar types of securities issued by other financial institutions which may be or have been subject to a Resolution Measure.
In
addition, by your acquisition of the securities, you waive, to the fullest extent permitted by the Trust Indenture Act and applicable
law, any and all claims against the trustee and the indenture agents for, agree not to initiate a suit against the trustee or the
indenture agents in respect of, and agree that the trustee and the indenture agents will not be liable for, any action that the
trustee or the indenture agents take, or abstain from taking, in either case in accordance with the imposition of a Resolution
Measure by the competent resolution authority with respect to the securities.
Accordingly
,
you may have limited or circumscribed
rights to challenge any decision of the competent resolution authority to impose any Resolution Measure
.
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THE ISSUER
’
S
ESTIMATED VALUE OF THE SECURITIES ON THE TRADE DATE WILL BE LESS THAN THE ISSUE PRICE OF THE SECURITIES
— The Issuer’s
estimated value of the securities on the Trade Date (as disclosed on the cover of this pricing supplement) is less than the Issue
Price of the securities. The difference between the Issue Price and the Issuer’s estimated value of the securities on the
Trade Date is due to the inclusion in the Issue Price of the agent’s commissions, if any, and the cost of hedging our obligations
under the securities through one or more of our affiliates. Such hedging cost includes our or our affiliates’ expected cost
of providing such hedge, as well as the profit we or our affiliates expect to realize in consideration for assuming the risks inherent
in providing such hedge. The Issuer’s estimated value of the securities is determined by reference to an internal funding
rate and our pricing models. The internal funding rate is typically lower than the rate we would pay when we issue conventional
debt securities on equivalent terms. This difference in funding rate, as well as the agent’s commissions, if any, and the
estimated cost of hedging our obligations under the securities, reduces the economic terms of the securities to you and is expected
to adversely affect the price at which you may be able to sell the securities in any secondary market. In addition, our internal
pricing models are proprietary and rely in part on certain assumptions about future events, which may prove to be incorrect. If
at any time a third party dealer were to quote a price to purchase your securities or otherwise value your securities, that price
or value may differ materially from the estimated value of the securities determined by reference to our internal funding rate
and pricing models. This difference is due to, among other things, any difference in funding rates, pricing models or assumptions
used by any dealer who may purchase the securities in the secondary market.
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INVESTING IN
THE SECURITIES IS NOT THE SAME AS INVESTING IN THE STOCKS COMPOSING THE UNDERLYINGS
— The return on the securities may
not reflect the return you would have realized if you had directly invested in the stocks composing the Underlyings. For instance,
any Payment at Maturity on the securities is
solely
dependent upon the performance of the Laggard Underlying, and you will
not participate in any potential increase in the levels of any Underlying, which could be significant.
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IF THE LEVELS
OF THE UNDERLYINGS CHANGE
,
THE VALUE OF YOUR SECURITIES MAY NOT CHANGE IN THE SAME MANNER
— Your securities may
trade quite differently from the levels of the Underlyings. Changes in the levels of the Underlyings may not result in comparable
changes in the value of your securities.
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·
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NO DIVIDEND PAYMENTS
OR VOTING RIGHTS
— As a holder of the securities, you will not have any voting rights or rights to receive cash dividends
or other distributions or other rights that holders of the stocks composing the Underlyings would have.
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YOUR INVESTMENT
IS EXPOSED TO A DECLINE IN THE LEVEL OF EACH UNDERLYING
— Your return on the securities, if any, is not linked to a basket
consisting of the Underlyings. Rather, any payment on the securities will be determined by reference to the performance of
each
individual Underlying. Unlike an instrument with a return linked to a basket, in which risk is mitigated and diversified among
all of the basket components, you will be exposed equally to the risks related to
each
Underlying. Poor performance by
either
Underlying over the term of the securities may adversely affect your return on the securities and will not be offset or mitigated
by any positive performance by the other Underlying.
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BECAUSE THE SECURITIES
ARE LINKED TO THE LESSER PERFORMING OF THE TWO UNDERLYINGS
,
YOU ARE EXPOSED TO A GREATER RISK OF RECEIVING NO CONTINGENT
COUPONS OR LOSING A SIGNIFICANT PORTION OR ALL OF YOUR INVESTMENT THAN IF THE SECURITIES WERE LINKED TO JUST ONE UNDERLYING
—
The risk that you will not receive any Contingent Coupons and/or lose a significant portion or all of your investment in the securities
is greater than in substantially similar securities that are linked to the performance of just one of the Underlyings. With two
Underlyings, it is more likely that the closing level of at least one Underlying will be less than its Coupon Barrier on each Observation
Date, and the Final Level of at least one Underlying will be less than its Trigger Level, than if the securities were linked to
only one Underlying,
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and therefore, it is more
likely that you will not receive any Contingent Coupons and will receive a Payment at Maturity that is significantly less than
your investment. In addition, the performance of the Underlyings may not be correlated. If the performance of the Underlyings is
not correlated, or is negatively correlated, the potential for the level of at least one Underlying to be less than its Coupon
Barrier or Trigger Level on any Observation Date or the Final Valuation Date, respectively, is even greater. Although the correlation
of the Underlyings’ performance may change over the term of the securities, the Contingent Coupon, Coupon Barriers and Trigger
Levels are determined, in part, based on the correlation of the Underlyings’ performance at the time when the terms of the
securities are finalized. A higher Contingent Coupon or lower Coupon Barrier or Trigger Level for an Underlying is generally associated
with a lower correlation of the Underlyings, which reflects a greater potential for loss on your investment at maturity.
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THE UNDERLYINGS
REFLECT THE PRICE RETURN OF THEIR RESPECTIVE COMPONENT STOCKS
,
NOT THEIR TOTAL RETURN INCLUDING ALL DIVIDENDS AND OTHER
DISTRIBUTIONS
— Each Underlying reflects the changes in the market prices of its component stocks. Neither Underlying
is, however, a “total return” index, which, in addition to reflecting those price returns, would also reflect the reinvestment
of all dividends and other distributions paid on the stocks composing such Underlying.
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THE SPONSOR OF
AN UNDERLYING MAY ADJUST THE RELEVANT UNDERLYING IN WAYS THAT AFFECT THE LEVEL OF SUCH UNDERLYING AND HAS NO OBLIGATION TO CONSIDER
YOUR INTERESTS
— The sponsor of an Underlying (each, an “
Index Sponsor
”) is responsible for calculating
and maintaining the relevant Underlying. The Index Sponsor can add, delete or substitute the components of the relevant Underlying
or make other methodological changes that could change the level of such Underlying. You should realize that the changing of such
Underlying components may affect such Underlying, as a newly added component may perform significantly better or worse than the
component it replaces. Additionally, the Index Sponsor may alter, discontinue or suspend calculation or dissemination of the relevant
Underlying. Any of these actions could adversely affect the level of such Underlying and, thus, the value of, and your return on,
the securities. The Index Sponsors have no obligation to consider your interests in calculating or revising the relevant Underlyings.
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THE SECURITIES
ARE SUBJECT TO RISKS ASSOCIATED WITH SMALL
-
CAPITALIZATION COMPANIES
— The stocks composing the Russell 2000
®
Index are issued by companies with relatively small market capitalization. These companies often have greater stock price volatility,
lower trading volume and less liquidity than large-capitalization companies and, therefore, the level of the Russell 2000
®
Index may be more volatile than the levels of indices that consist of large-capitalization stocks. Stock prices of small-capitalization
companies are also generally more vulnerable than those of large-capitalization companies to adverse business and economic developments,
and the stocks of small-capitalization companies may be thinly traded. In addition, small-capitalization companies are typically
less well-established and less stable financially than large-capitalization companies and may depend on a small number of key personnel,
making them more vulnerable to loss of personnel. Such small-capitalization companies tend to have lower revenues, less diverse
product lines, smaller shares of their product or service markets, fewer financial resources and less competitive strengths than
large-capitalization companies and are more susceptible to adverse developments related to their products. These companies may
also be more susceptible to adverse developments related to their products or services.
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PAST PERFORMANCE
OF THE UNDERLYINGS IS NO GUIDE TO FUTURE PERFORMANCE
— The actual performance of the Underlyings over the term of the
securities may bear little relation to the historical closing levels of the Underlyings and/or the hypothetical examples set forth
elsewhere in this pricing supplement. We cannot predict the future performance of the Underlyings or whether the performance of
the Underlyings will result in the return of any of your investment.
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ASSUMING NO CHANGES
IN MARKET CONDITIONS AND OTHER RELEVANT FACTORS
,
THE PRICE YOU MAY RECEIVE FOR YOUR SECURITIES IN SECONDARY MARKET TRANSACTIONS
WOULD GENERALLY BE LOWER THAN BOTH THE ISSUE PRICE AND THE ISSUER
’
S ESTIMATED VALUE OF THE SECURITIES ON THE TRADE
DATE
— While the payment(s) on the securities described in this pricing supplement is based on the full Face Amount of
securities, the Issuer’s estimated value of the securities on the Trade Date (as disclosed on the cover of this pricing supplement)
is less than the Issue Price of the securities. The Issuer’s estimated value of the securities on the Trade Date does not
represent the price at which we or any of our affiliates would be willing to purchase your securities in the secondary market at
any time. Assuming no changes in
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market conditions or our
creditworthiness and other relevant factors, the price, if any, at which we or our affiliates would be willing to purchase the
securities from you in secondary market transactions, if at all, would generally be lower than both the Issue Price and the Issuer’s
estimated value of the securities on the Trade Date. Our purchase price, if any, in secondary market transactions would be based
on the estimated value of the securities determined by reference to (i) the then-prevailing internal funding rate (adjusted by
a spread) or another appropriate measure of our cost of funds and (ii) our pricing models at that time, less a bid spread determined
after taking into account the size of the repurchase, the nature of the assets underlying the securities and then-prevailing market
conditions. The price we report to financial reporting services and to distributors of our securities for use on customer account
statements would generally be determined on the same basis. However, during the period of approximately six months beginning from
the Trade Date, we or our affiliates may, in our sole discretion, increase the purchase price determined as described above by
an amount equal to the declining differential between the Issue Price and the Issuer’s estimated value of the securities
on the Trade Date, prorated over such period on a straight-line basis, for transactions that are individually and in the aggregate
of the expected size for ordinary secondary market repurchases.
In addition to the factors
discussed above, the value of the securities and our purchase price in secondary market transactions after the Trade Date, if any,
will vary based on many economic and market factors, including our creditworthiness, and cannot be predicted with accuracy. These
changes may adversely affect the value of your securities, including the price you may receive in any secondary market transactions.
Any sale prior to the Maturity Date could result in a substantial loss to you. The securities are not designed to be short-term
trading instruments. Accordingly, you should be able and willing to hold your securities to maturity.
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·
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THE SECURITIES
WILL NOT BE LISTED AND THERE WILL LIKELY BE LIMITED LIQUIDITY
— The securities will not be listed on any securities exchange.
There may be little or no secondary market for the securities. We or our affiliates intend to act as market makers for the securities
but are not required to do so and may cease such market making activities at any time. Even if there is a secondary market, it
may not provide enough liquidity to allow you to sell the securities when you wish to do so or at a price advantageous to you.
Because we do not expect other dealers to make a secondary market for the securities, the price at which you may be able to sell
your securities is likely to depend on the price, if any, at which we or our affiliates are willing to buy the securities. If,
at any time, we or our affiliates do not act as market makers, it is likely that there would be little or no secondary market in
the securities. If you have to sell your securities prior to maturity, you may not be able to do so or you may have to sell them
at a substantial loss, even in cases where the levels of the Underlyings have increased since the Trade Date.
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MANY ECONOMIC
AND MARKET FACTORS WILL AFFECT THE VALUE OF THE SECURITIES
— While we expect that, generally, the levels of the Underlyings
will affect the value of the securities more than any other single factor, the value of the securities prior to maturity will also
be affected by a number of other factors that may either offset or magnify each other, including:
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o
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whether the closing level of either Underlying on any Observation Date is
less than its Coupon Barrier;
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|
o
|
the expected volatility of the Underlyings;
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o
|
the time remaining to the maturity of the securities;
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o
|
the market prices and dividend rates of the stocks composing the Underlyings;
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o
|
the composition of the Underlyings;
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o
|
interest rates and yields in the markets generally;
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o
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geopolitical conditions and economic, financial, political, regulatory or
judicial events that affect either Underlying or the markets generally;
|
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o
|
supply and demand for the securities; and
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o
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our creditworthiness, including actual or anticipated downgrades in our
credit ratings.
|
During the term of the securities,
it is possible that their value may decline significantly due to the factors described above even if the levels of the Underlyings
remain unchanged from their respective Initial Levels,
and any sale prior to the
Maturity Date could result in a substantial loss to you. You must hold the securities to maturity to receive the stated payout
from the Issuer.
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TRADING AND OTHER
TRANSACTIONS BY US OR OUR AFFILIATES IN THE EQUITY AND EQUITY DERIVATIVE MARKETS MAY IMPAIR THE VALUE OF THE SECURITIES
—
We or our affiliates expect to hedge our exposure from the securities by entering into equity and equity derivative transactions,
such as over-the-counter options, futures or exchange-traded instruments. We or our affiliates may also engage in trading in instruments
linked or related to the Underlyings on a regular basis as part of our or their general broker-dealer and other businesses, for
proprietary accounts, for other accounts under management or to facilitate transactions for customers, including block transactions.
Such trading and hedging activities may adversely affect the levels of one or both Underlyings and, therefore, make it less likely
that you will receive a positive return on your investment in the securities. It is possible that we or our affiliates could receive
substantial returns from these hedging and trading activities while the value of the securities declines. We or our affiliates
may also issue or underwrite other securities or financial or derivative instruments with returns linked or related to the Underlyings.
To the extent that we or our affiliates serve as issuer, agent or underwriter for such securities or financial or derivative instruments,
our or our affiliates’ interests with respect to such products may be adverse to those of the holders of the securities.
Introducing competing products into the marketplace in this manner could adversely affect the levels of one or both Underlyings
and the value of the securities. Any of the foregoing activities described in this paragraph may reflect trading strategies that
differ from, or are in direct opposition to, investors’ trading and investment strategies related to the securities. Furthermore,
because DBSI or one of its affiliates is expected to conduct trading and hedging activities for us in connection with the securities,
DBSI or such affiliate may profit in connection with such trading and hedging activities and such profit, if any, will be in addition
to any compensation that DBSI receives for the sale of the securities to you. You should be aware that the potential to earn a
profit in connection with hedging activities may create a further incentive for DBSI to sell the securities to you in addition
to any compensation they would receive for the sale of the securities.
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WE OR OUR AFFILIATES
MAY PUBLISH RESEARCH
,
EXPRESS OPINIONS OR PROVIDE RECOMMENDATIONS THAT ARE INCONSISTENT WITH INVESTING IN OR HOLDING THE
SECURITIES
.
ANY SUCH RESEARCH
,
OPINIONS OR RECOMMENDATIONS COULD ADVERSELY AFFECT THE LEVELS OF THE UNDERLYINGS AND
THE VALUE OF THE SECURITIES
— We or our affiliates may publish research from time to time on financial markets and
other matters that could adversely affect the levels of the Underlyings and the value of the securities, or express opinions or
provide recommendations that are inconsistent with purchasing or holding the securities. Any research, opinions or recommendations
expressed by us or our affiliates may not be consistent with each other and may be modified from time to time without notice. You
should make your own independent investigation of the merits of investing in the securities and the Underlyings.
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POTENTIAL CONFLICTS
OF INTEREST
— We and our affiliates play a variety of roles in connection with the issuance of the securities, including
acting as calculation agent, hedging our obligations under the securities and determining the Issuer’s estimated value of
the securities on the Trade Date and the price, if any, at which we or our affiliates would be willing to purchase the securities
from you in secondary market transactions. In performing these roles, our economic interests and those of our affiliates are potentially
adverse to your interests as an investor in the securities. The calculation agent will determine, among other things, all values,
prices and levels required to be determined for the purposes of the securities on any relevant date or time. The calculation agent
will also be responsible for determining whether a market disruption event has occurred as well as, in some circumstances, the
prices or levels related to the Underlyings that affect whether Contingent Coupons are paid. Any determination by the calculation
agent could adversely affect the return on the securities.
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THERE IS SUBSTANTIAL
UNCERTAINTY REGARDING THE U
.
S
.
FEDERAL INCOME TAX CONSEQUENCES OF AN INVESTMENT IN THE SECURITIES
— There
is no direct legal authority regarding the proper U.S. federal income tax treatment of the securities, and we do not plan to request
a ruling from the IRS. Consequently, significant aspects of the tax treatment of the securities are uncertain, and the IRS or a
court might not agree with the treatment of the securities as prepaid financial contracts that are not debt, with associated contingent
coupons, as described above under “Tax Consequences.” If the IRS were successful in asserting an alternative treatment
for the securities, the tax consequences of ownership and disposition of the securities could be materially affected. In addition,
as described above under “Tax Consequences,” in 2007 the U.S. Treasury Department and the IRS released a notice requesting
comments on various issues regarding the U.S. federal income tax treatment of “prepaid forward contracts” and similar
instruments. Any Treasury regulations or other guidance promulgated after consideration of these issues could materially affect
the tax consequences of an investment in the securities, possibly with retroactive effect. You should
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review carefully the section
of the accompanying product supplement entitled “U.S. Federal Income Tax Consequences,” and consult your tax adviser
regarding the U.S. federal tax consequences of an investment in the securities (including possible alternative treatments and the
issues presented by the 2007 notice), as well as tax consequences arising under the laws of any state, local or non-U.S. taxing
jurisdiction.
Historical Information
The following graphs set forth
the historical performances of the Russell 2000
®
Index and the Dow Jones Industrial Average
SM
based on
their daily closing levels from November 10, 2012 through November 10, 2017. The closing level of the Russell 2000
®
Index on November 10, 2017 was 1,475.275.The closing level of the Dow Jones Industrial Average
SM
on November 10, 2017
was 23,422.21. The graphs below also indicate by a broken line the Coupon Barrier and Trigger Level equal to 55.00% of the closing
level of the relevant Underlying on November 10, 2017. We obtained the historical closing levels of the Underlyings below from
Bloomberg L.P. and we have not participated in the preparation of, or verified, such information.
The historical closing levels
of the Underlyings should not be taken as an indication of future performance and no assurance can be given as to the closing levels
of the Underlyings on any of the Observation Dates
(
including the Final Valuation Date
).
We cannot give you assurance
that the performance of the Underlyings will result in the return of any of your investment
.
Correlation
of the Underlyings
The
following graph sets forth the historical performances of the
Russell 2000
®
Index and the Dow Jones Industrial
Average
SM
from November 10, 2012 through November 10, 2017, based on the daily
closing levels of the Underlyings. For comparison purposes, each Underlying has been normalized to have a closing level of 100.00
on November 10, 2012 by (1)
dividing
the closing level of that Underlying on each day by the closing level of
that Underlying on November 10, 2012 and (2)
multiplying
by 100.00.
We
obtained the closing levels used to determine the normalized closing levels set forth below from Bloomberg, without verification.
Historical performance of the Underlyings should not be taken as an indication of future performance. Future performance of the
Underlyings may differ significantly from historical performance and no assurance can be given as to the closing levels of the
Underlyings during the term of the securities, including on any Observation Date. We cannot give you assurance that the performances
of the Underlyings will result in the return of any of your investment.
The
closer the relationship of the daily returns of a pair of Underlyings over a given period, the more positively correlated those
Underlyings are. The graph above illustrates the historical performance of each Underlying relative to the other Underlying over
the time period shown and provides an indication of how close the relative performance of the daily returns of one Underlying has
historically been to the other. For additional information, please see “Key Risks — Because The Securities Are Linked
To The Lesser Performing Of The Two Underlyings, You Are Exposed To A Greater Risk Of Receiving No Contingent Coupons Or Losing
A Significant Portion Or All Of Your Investment Than If The Securities Were Linked To Just One Underlying” in this pricing
supplement. The lower (or more negative) the correlation between two Underlyings, the less likely it is that those Underlyings
will move in the same direction and, therefore, the greater the potential that the Final Level of at least one of the Underlyings
may be less than its Trigger Level. This is because the less positively correlated a pair of Underlyings are, the greater the likelihood
that the level of at least one of the Underlyings will decrease. This results in a greater potential for a loss of a significant
portion or all of your investment at maturity. However, even if two Underlyings have a higher positive correlation, the Final Level
of one or both of those Underlyings may be less than its Trigger Level as the levels of both of those Underlyings may decrease
together.
Deutsche
Bank AG determined the Contingent Coupon, Trigger Prices and Coupon Barriers for the securities based, in part, on the correlation
among the Underlyings, calculated using internal models at the time the terms of the securities were set. As discussed above, increased
risk resulting from lower correlation is reflected in a higher Contingent Coupon than would be payable on securities linked to
underlyings that have a higher degree of correlation.
Supplemental Plan of Distribution
(
Conflicts of Interest
)
DBSI,
acting as agent for Deutsche Bank AG, will receive a selling concession in connection with the sale of the securities in an amount
equal to 3.90% or $39.00 per $1,000 Face Amount of securities.
DBSI, the agent for this offering, is our
affiliate. Because DBSI is both our affiliate and a member of the Financial Industry Regulatory Authority, Inc. (“
FINRA
”),
the underwriting arrangement for this offering must comply with the requirements of FINRA Rule 5121 regarding a FINRA member firm’s
distribution of the securities of an affiliate and related conflicts of interest. In accordance with FINRA Rule 5121, DBSI may
not make sales in offerings of the securities to any of its discretionary accounts without the prior written approval of the customer.
See “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
Settlement
We expect to deliver the securities against
payment for the securities on the Settlement Date indicated above, which is expected to be a day that is greater than two business
days following the Trade Date. Under Rule 15c6–1 of the Securities Exchange Act of 1934, as amended, trades in the secondary
market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly,
if the Settlement Date is more than two business days after the Trade Date, purchasers who wish to transact in the securities more
than two business days prior to the Settlement Date will be required to specify alternative settlement arrangements to prevent
a failed settlement.
Validity of the Securities
In the opinion of Davis Polk & Wardwell
LLP, as special United States products counsel to the Issuer, when the securities offered by this pricing supplement have been
executed and issued by the Issuer and authenticated by the authenticating agent, acting on behalf of the trustee pursuant to the
Indenture, and delivered against payment as contemplated herein, such securities will be valid and binding obligations of the Issuer,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’
rights generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation,
concepts of good faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions giving effect to governmental
actions or foreign laws affecting creditors’ rights, provided that such counsel expresses no opinion as to the effect of
fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above. This opinion
is given as of the date hereof and is limited to the laws of the State of New York. Insofar as this opinion involves matters governed
by German law, Davis Polk & Wardwell LLP has relied, without independent investigation, on the opinion of Group Legal Services
of Deutsche Bank AG, dated as of January 1, 2016, filed as an exhibit to the opinion of Davis Polk & Wardwell LLP, and this
opinion is subject to the same assumptions, qualifications and limitations with respect to such matters as are contained in such
opinion of Group Legal Services of Deutsche Bank AG. In addition, this opinion is subject to customary assumptions about the trustee’s
authorization, execution and delivery of the Indenture and the authentication of the securities by the authenticating agent and
the validity, binding nature and enforceability of the Indenture with respect to the trustee, all as stated in the opinion of Davis
Polk & Wardwell LLP dated as of January 1, 2016, which has been filed by the Issuer on Form 6-K dated January 4, 2016.
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