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Markets
Global
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Registration Statement No. 333-206013
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Dated
January 18, 2017; Rule 433
Page
1
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2
YEAR FLOATING RATE NOTES DUE 2019
GLOBAL
NOTES
,
SERIES A
Terms
and Conditions
Wednesday
,
January 18
,
2017
Final
Terms of the Notes
Issuer:
Deutsche
Bank AG Issuer Rating: BBB+, rating placed on “credit watch developing” (S&P); Baa2, Stable (Moody’s); A-,
rating placed on “rating watch negative” (Fitch); A (low), with a negative trend (DBRS)
Form of
Debt:
Senior, Unsecured
Lead Manager:
Deutsche
Bank Securities Inc.
Nominal
Amount:
USD 500,000,000
Trade Date:
13 January 2017
Issue Date:
19 January 2017
Maturity
Date: 18 January 2019
Coupon:
3-month USD Libor plus 1.45%
Reoffer
Price: 100.00%
Day Count
Basis: Actual/360, adjusted modified following
Payment
Dates: Quarterly in arrears, payable 18 January, 18 April, 18 July and 18 October of each year,commencing 18 April 2017
Early Redemption:
None
Redemption:
100.00%
Business
Days
:
New York,
TARGET and London
Listing
:
None
Denominations
:
USD 1,000
ISIN
:
US25152R7D94
CUSIP
:
25152R7D9
Settlement
:
DTC and Euroclear/Clearstream
Calculation
Agent
:
Deutsche
Bank AG, London Branch
Documentation
:
SEC Registered
Resolution
Measures:
Holders of
the notes 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
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notes or the conversion of the notes into ordinary shares or other instruments of ownership. In a German insolvency
proceeding or in the event of the imposition of Resolution Measures with respect to the Issuer, certain specifically defined senior
unsecured debt instruments, including the notes, would rank junior to, without constituting subordinated debt, all other outstanding
unsecured unsubordinated obligations of the Issuer, including some of the other senior debt securities issued under the prospectus,
and would be satisfied only if all such other senior unsecured obligations of the Issuer have been paid in full. Please see “Resolution
Measures and Deemed Agreement” below for more information.
† This
amended and restated free writing prospectus amends and restates the free writing prospectus dated January 13, 2017 with respect
to the 2 Year Floating Rate Notes due 2019 in its entirety
Capitalized
terms used but not defined in this term sheet have the meanings assigned to them in the accompanying prospectus supplement and
prospectus
.
•
Prospectus supplement
dated July 31
,
2015
:
http://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
When you read the
accompanying prospectus supplement, please note that all references in such supplement 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.
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Registration Statement No. 333-206013
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Dated
January 13, 2017; Rule 433
Page
2
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2
YEAR FLOATING RATE NOTES DUE 2019
GLOBAL
NOTES
,
SERIES A
Terms
and Conditions
Friday
,
January 13
,
2017
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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 notes 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 notes, you will be bound
by and deemed irrevocably to consent to the provisions set forth in the accompanying prospectus, which we have summarized below.
Pursuant
to the German law on the mechanism for the resolution of banks of November 2, 2015 (
Abwicklungsmechanismusgesetz
, or the
“
Resolution Mechanism Act
”), in a German insolvency proceeding or in the event of the imposition of Resolution
Measures with respect to the Issuer, certain specifically defined senior unsecured debt instruments, including the notes, would
rank junior to, without constituting subordinated debt, all other outstanding unsecured unsubordinated obligations of the Issuer
and would be satisfied only if all such other senior unsecured obligations of the Issuer have been paid in full.
The Resolution
Mechanism Act could lead to increased losses for the holders of the notes if insolvency proceedings were initiated or Resolution
Measures imposed upon the Issuer
. See the risk factor below and “Risk Factors” in the accompanying prospectus
for more information.
By
acquiring the notes, 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
notes may be subject to the powers exercised by the competent resolution authority to: (i) write down, including to zero, any
payment on the notes; (ii) convert the notes 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 notes to another entity, the amendment, modification or variation of
the terms and conditions of the notes or the cancellation of the notes. 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 notes, 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 notes 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 notes, 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 notes;
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 notes; (ii) authorized, directed
and requested The Depository Trust Company (“
DTC
”) and any direct
participant in DTC or other intermediary through which you hold such notes to take any
and all necessary action, if required, to
|
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Registration Statement No. 333-206013
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Dated
January 18, 2017; Rule 433
Page
3
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2
YEAR FLOATING RATE NOTES DUE 2019
GLOBAL
NOTES
,
SERIES A
Terms
and Conditions
Wednesday
,
January 18
,
2017
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implement
the imposition of any Resolution Measure with respect to the notes 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 notes.
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
.
THE NOTES ARE
SUBJECT TO THE CREDIT OF DEUTSCHE BANK AG
The notes
are senior unsecured obligations of Deutsche Bank AG and are not, either directly or indirectly, an obligation of any third party.
Any interest payments to be made on the notes and the repayment of principal at maturity depend 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 notes. As a result, the actual and perceived creditworthiness of Deutsche Bank AG will affect the value
of the notes. On May 23, 2016, Moody’s Investors Service downgraded Deutsche Bank AG’s long-term senior unsecured
debt rating from Baa1 to Baa2. On October 7, 2016, DBRS Ratings affirmed Deutsche Bank AG’s long-term senior unsecured debt
rating (currently A (low)), but revised the trend on the rating to “negative.” On November 3, 2016, Fitch Ratings placed Deutsche Bank’s long-term senior
unsecured debt rating (currently A-) on “rating watch negative.” On December 15, 2016, Standard & Poor’s
placed Deutsche Bank AG’s long-term senior unsecured debt rating (currently BBB+) on “credit watch developing.”
The final decisions of DBRS, Fitch Ratings and Standard & Poor’s as well as the timing of any of their actions are uncertain,
although they could take these rating actions at any time. Any future downgrade could materially affect Deutsche Bank AG’s
funding costs and cause the trading price of the notes to decline significantly. Additionally, under many derivative contracts
to which Deutsche Bank AG is a party, a downgrade could require it to post additional collateral, lead to terminations of contracts
with accompanying payment obligations or give counterparties additional remedies. In the event Deutsche Bank AG were to default
on its payment obligations or become subject to a Resolution Measure, you might not receive interest and principal payments owed
to you under the terms of the notes and you could lose your entire investment.
THE
NOTES MAY BE WRITTEN DOWN
,
BE CONVERTED INTO ORDINARY SHARES OR OTHER INSTRUMENTS OF OWNERSHIP OR BECOME SUBJECT TO OTHER
RESOLUTION MEASURES
.
IN A GERMAN INSOLVENCY
PROCEEDING
OR IN THE EVENT OF THE IMPOSITION OF RESOLUTION MEASURES WITH RESPECT TO THE ISSUER, THE NOTES WOULD BE SATISFIED ONLY IF CERTAIN
OTHER UNSECURED UNSUBORDINATED OBLIGATIONS OF THE ISSUER HAVE BEEN PAID IN FULL
.
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 notes 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 notes; converting the notes 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 notes to another entity, amending, modifying or varying the terms and conditions of the notes or cancelling the notes. The
competent resolution authority may apply Resolution Measures individually or in any combination.
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 would 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
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Registration Statement No. 333-206013
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Dated
January 13, 2017; Rule 433
Page
4
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2
YEAR FLOATING RATE NOTES DUE 2019
GLOBAL
NOTES
,
SERIES A
Terms
and Conditions
Friday
,
January 13
,
2017
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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 notes offered herein to be classified
as Non-Structured Debt Securities.
In a German insolvency proceeding or in the event of the imposition of Resolution Measures
with respect to the Issuer, the unsecured unsubordinated obligations of the Issuer that either fall outside the statutory definition
of debt instruments that rank junior to other senior unsecured obligations or are expressly exempted from such definition, including
any Structured Debt Securities, are expected to bear losses
after
the Non-Structured Debt Securities (including the notes)
as described above.
The Resolution Mechanism Act could lead to increased losses for the holders of the notes if insolvency
proceedings were initiated or Resolution Measures imposed upon the Issuer
. 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.
You may lose some or all of your investment in the notes if a Resolution Measure becomes
applicable to us
.
By
acquiring the notes, 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 notes 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 notes, under the Indenture or for the
purposes of, but only to the fullest extent permitted by, the Trust Indenture Act. Furthermore, because the notes are subject
to any Resolution Measure, secondary market trading in the notes 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, secondary
market trading in the notes may not follow the trading behavior associated either with Structured Debt Securities issued by us
or with securities issued by other financial institutions that are not subject to the Resolution Mechanism Act or similar laws.
In
addition, by your acquisition of the notes, 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 notes.
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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Deutsche
Bank AG has filed a registration statement (including a prospectus) with the Securities and Exchange Commission for the offering
to which this term sheet relates. Before you invest, you should read the prospectus in that registration statement and the other
documents relating to this offering that Deutsche Bank AG has filed with the SEC for more complete information about Deutsche
Bank AG and this offering. You may obtain these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
Deutsche Bank AG, any agent or any dealer participating in this offering will arrange to send you the prospectus, prospectus supplement
and this term sheet if you so request by calling toll-free 1-800-503-4611.
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