Pricing Supplement
No. 2969
To prospectus supplement dated July 7
,
2017
and
prospectus dated July 7
,
2017
|
Registration Statement No
.
333
–
218897
Rule 424
(
b
)(
2
)
|
|
|
Deutsche Bank AG
$1
,
100
,
000
,
000 5
Year 3
.
30% Fixed Rate Eligible Liabilities Senior Notes due November 16
,
2022
General
|
·
|
The 5 Year 3.30% Fixed Rate Eligible Liabilities
Senior Notes due November 16, 2022 (the “
notes
”) pay interest semi-annually in arrears at a rate of 3.30% per
annum. The notes are designed for investors who seek semi-annual interest payments with the return of principal at maturity. All
payments on the notes, including interest payments and the repayment of principal at maturity, are subject to the credit of the
Issuer.
|
|
·
|
Unsecured, unsubordinated senior non-preferred
obligations of Deutsche Bank AG due November 16, 2022
|
|
·
|
Minimum denominations of $100,000 and integral
multiples of $1,000 (the “
Principal Amount
”) in excess thereof
|
|
·
|
The notes priced on November 13, 2017 (the
“
Trade Date
”) and are expected to settle on November 16, 2017 (the “
Settlement Date
”). Delivery
of the notes in book-entry form only will be made through The Depository Trust Company (“
DTC
”).
|
Key
Terms
Issuer:
|
Deutsche Bank AG New York Branch
|
Issue Price:
|
99.922%
|
Interest Rate:
|
3.30% per annum, payable on a semi-annual basis in arrears on each Interest Payment Date, based on an unadjusted 30/360 day count convention
|
Interest Payment Dates:
|
May 16 and November 16 of each year, commencing on May 16, 2018 and ending on the Maturity Date. If any scheduled Interest Payment Date is not a Business Day (as defined below), the interest will be paid on the first following day that is a Business Day. Notwithstanding the foregoing, such interest will be paid with the full force and effect as if made on such scheduled Interest Payment Date, and no adjustment will be made to the amount of interest to be paid.
|
Trade Date:
|
November 13, 2017
|
Settlement Date:
|
November 16, 2017
|
Maturity Date:
|
November 16, 2022
|
Listing:
|
The notes will not be listed on any securities exchange.
|
CUSIP / ISIN:
|
251526BL2 / US251526BL24
|
Investing in the notes involves a number
of risks
.
See
“
Risk Factors
”
beginning on page PS
–
4 of the accompanying prospectus
supplement and page 9 of the accompanying prospectus and
“
Selected Risk Considerations
”
beginning on
page PS
–
5 of this pricing supplement
.
By acquiring the notes
,
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
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 by the Issuer
,
and would be satisfied only if all such other senior unsecured unsubordinated obligations of the Issuer
have been paid in full
.
If any Resolution Measure becomes applicable to us
,
you may lose some or all of your investment
in the notes
.
Please see
“
Resolution Measures and Deemed Agreement
”
on page PS
–
2
of this pricing supplement for more information
.
Neither the Securities and Exchange Commission
nor any state securities commission has approved or disapproved of the notes or passed upon the accuracy or the adequacy of this
pricing supplement or the accompanying prospectus supplement or prospectus. Any representation to the contrary is a criminal offense.
|
Price to Public
|
Discounts and Commissions
(1)
|
Proceeds to Us
|
Per Note
|
99.922%
|
0.325%
|
99.597%
|
Total
|
$1,099,142,000
|
$3,575,000
|
$1,095,567,000
|
|
(1)
|
For more detailed information about discounts and commissions, please see “Supplemental Plan
of Distribution (Conflicts of Interest)” in this pricing supplement.
|
Deutsche Bank Securities Inc. (“
DBSI
”),
an agent for this offering, is our affiliate. For more information, see “Supplemental Plan of Distribution (Conflicts of
Interest)” in this pricing supplement.
The notes 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 13, 2017
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
Banking Act as amended by 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 unsubordinated 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 “Selected Risk Considerations” in this pricing supplement 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 the issue to or conferral of the holders (including the beneficial
owners) of such ordinary shares or instruments); 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 equity securities, 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 Eligible Liabilities Senior Indenture dated April 19, 2017
among us, The Bank of New York Mellon, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, authenticating agent,
issuing 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
”);
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·
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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 authenticating
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 any of the indenture agents takes, or abstains 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
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·
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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 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 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 July 7
,
2017
,
including the risk factors beginning
on page 9 of such prospectus
.
SUMMARY
You should
read this pricing supplement together with the prospectus supplement dated July 7, 2017 relating to our Eligible Liabilities Senior
Notes, Series D of which these notes are a part and the prospectus dated July 7, 2017. 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):
|
·
|
Prospectus supplement dated July 7, 2017:
|
http://www.sec.gov/Archives/edgar/data/1159508/000119312517224065/d412421d424b21.pdf
|
·
|
Prospectus dated July 7, 2017:
|
http://www.sec.gov/Archives/edgar/data/1159508/000119312517224058/d603970d424b21.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 notes 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
prospectus supplement and prospectus. We urge you to consult your investment, legal, tax, accounting and other advisers before
deciding to invest in the notes.
In
making your investment decision, you should rely only on the information contained or incorporated by reference in this pricing
supplement relevant to your investment and the accompanying prospectus supplement and prospectus with respect to the notes offered
by this pricing supplement and with respect to Deutsche Bank AG. We have not authorized anyone to give you any additional or different
information. The information in this pricing supplement and the accompanying prospectus supplement and prospectus may only be accurate
as of the dates of each of these documents, respectively.
You
should be aware that the regulations of the Financial Industry Regulatory Authority, Inc. (“
FINRA
”) and the
laws of certain jurisdictions (including regulations and laws that require brokers to ensure that investments are suitable for
their customers) may limit the availability of the notes. This pricing supplement and the accompanying prospectus supplement and
prospectus do not constitute an offer to sell or a solicitation of an offer to buy the notes under any circumstances in which such
offer or solicitation is unlawful.
We
are offering to sell
,
and are seeking offers to buy
,
the notes only in jurisdictions where such offers and sales
are permitted
.
Neither the delivery of this pricing supplement nor the accompanying prospectus supplement or prospectus
nor any sale made hereunder implies that there has been no change in our affairs or that the information in this pricing supplement
and accompanying prospectus supplement and prospectus is correct as of any date after the date hereof
.
You
must
(
i
)
comply with all applicable laws and regulations in force in any jurisdiction in connection with the
possession or distribution of this pricing supplement and the accompanying prospectus supplement and prospectus and the purchase
,
offer or sale of the notes and
(
ii
)
obtain any consent
,
approval or permission required to be obtained
by you for the purchase
,
offer or sale by you of the notes under the laws and regulations applicable to you in force in
any jurisdiction to which you are subject or in which you make such purchases
,
offers or sales
;
neither we nor the
agents shall have any responsibility therefor
.
SELECTED
RISK CONSIDERATIONS
An
investment in the notes involves risks. This section describes the most significant risks relating to the notes. For a complete
list of risk factors, please see the accompanying prospectus supplement and prospectus.
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·
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THE VALUE OF THE NOTES
MAY DECLINE DUE TO SUCH FACTORS AS A RISE IN INFLATION AND
/
OR INTEREST RATES OVER THE TERM OF THE NOTES
— Because
the notes mature in 2020, their value may decline over time due to such factors as inflation and/or rising interest rates. In addition,
if the market interest rates rise during the term of the notes, the Interest Rate on the notes may in the future be lower than
the interest rates for similar debt securities then prevailing in the market. If this occurs, you will not be able to require the
Issuer to redeem the notes and will, therefore, bear the risk of holding the notes and of earning a lower return than you could
earn on other investments until the Maturity Date.
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·
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THE
NOTES ARE SUBJECT TO THE CREDIT OF DEUTSCHE BANK AG
— The notes are unsecured, unsubordinated senior non-preferred 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 March 28, 2017,
Standard & Poor’s downgraded Deutsche Bank AG’s long-term issue ratings on certain senior unsecured debt instruments
reclassified as senior subordinated debt due to Germany’s recently introduced law from “BBB+” to “BBB-.”
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
.
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·
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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 (and the issue to or conferral of the holders (including the beneficial owners) of such ordinary shares or instruments);
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, 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 unsubordinated 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 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 settlement is effected in a way other than by monetary payment, or
(ii) 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 settlement is effected by monetary payment. This order of priority
introduced by the Resolution Mechanism Act became effective on January 1, 2017 and would apply to the then outstanding debt instruments
of the Issuer if German insolvency proceedings were instituted, or if Resolution Measures were imposed, on such debt instruments.
In a German insolvency proceeding or in the event of the imposition of Resolution Measures with respect to the Issuer, the competent
resolution authority or court would determine whether the securities offered by the prospectus have the terms described in clauses
(i) or (ii) above, referred to herein as “
Structured Debt Securities
,” or whether they do not, referred to herein
as “
Non
-
Structured Debt Securities
.”
We expect and intend 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
.
In November 2016, the European
Commission proposed substantial amendments to, among other laws, the Capital Requirements Regulation, the Bank Recovery and Resolution
Directive and the SRM Regulation. The proposals cover multiple areas, including the ranking of certain unsecured debt instruments
in national insolvency proceedings (to include a new category of ‘non-preferred’ senior debt referred to as “eligible
liabilities instruments”), the introduction of a moratorium tool, refinements of the minimum requirement for own funds and
eligible liabilities (or “
MREL
”) framework, and the integration of the minimum total loss-absorbing capacity
(or “
TLAC
”) standard into EU legislation. Based upon the current proposals, we expect the notes to qualify as
“eligible liabilities instruments” and to continue to rank similar to Non-Structured Debt Securities once the proposals
become effective. The proposals, if they are enacted as proposed, may also enable us to issue instruments similar to the notes
but ranking senior to them. The proposals are to be considered by the European Parliament and the Council of the European Union
and therefore remain subject to change. The legislation when final may not include all elements of the proposals and new or amended
elements may be introduced in the course of the legislative process. Until the proposals are in final form, it is uncertain how
the proposals will affect us or holders of the notes. The current proposals, as well as the economic and financial environment
at the time of implementation and beyond, can have a material impact on our operations and financial condition and they may require
us to raise additional capital or issue additional “eligible liabilities instruments.”
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 any indenture agent in respect of,
and agree that the trustee and the indenture agents will not be liable for, any action that the trustee or any indenture agent
takes, or abstains 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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·
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THE NOTES CONTAIN LIMITED
EVENTS OF DEFAULT, AND THE REMEDIES AVAILABLE THEREUNDER ARE LIMITED
— As described in “Description of Eligible
Liabilities Senior Debt Securities — Events of Default” in the accompanying prospectus, the notes provide for no event
of default other than the opening of insolvency proceedings against us by a German court having jurisdiction over us. In particular,
the imposition of a Resolution Measure will not constitute an event of default with respect to the Indenture or the notes.
|
If an event of default occurs,
holders of the notes have only limited enforcement remedies. If an event of default with respect to the notes occurs or is continuing,
either the trustee or the holders of not less than 33 1⁄3% in aggregate principal amount of all outstanding debt securities
issued under the Indenture, including the notes, voting as one class, may declare the principal amount of the notes and interest
accrued thereon to be due and payable immediately. We may issue further series of debt securities under the Indenture and these
would be included in that class of outstanding debt securities.
In particular, holders of the
notes will have no right of acceleration in the case of a default in the payment of principal of, interest on, or other amounts
owing under, the notes. If such a default occurs and is continuing with respect to the notes, the trustee and the holders of the
notes could take legal action against us, but they may not accelerate the maturity of the notes. Moreover, if we fail to make any
payment because of the imposition of a Resolution Measure, the trustee and the holders of the notes would not be permitted to take
such action, and in such a case you may permanently lose the right to the affected amounts.
Holders will also have no rights
of acceleration due to a default in the performance of any of our other covenants under the notes.
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·
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THE NOTES WILL NOT
BE
LISTED
AND THERE WILL LIKELY BE LIMITED LIQUIDITY
— The notes will not
be listed on any securities exchange. There may be little or no secondary market for the notes. We or our affiliates intend to
act as market makers for the notes 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 trade or sell the notes when you wish to do
so or at a price advantageous to you. Because we do not expect that other market makers will participate significantly in the secondary
market for the notes, the price at which you may be able to sell your notes is likely to depend on the price, if any, at which
we or our affiliates are willing to buy the notes. 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 for the notes.
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·
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MANY ECONOMIC AND MARKET
FACTORS WILL AFFECT THE VALUE OF THE NOTES
— The value of the notes prior to maturity will be affected by a number of
economic and market factors that may either offset or magnify each other, including:
|
|
o
|
the time remaining to the maturity of the notes;
|
|
o
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trends relating to inflation;
|
|
o
|
interest rates and yields in the markets generally;
|
|
o
|
geopolitical conditions and economic, financial, political, regulatory
or judicial events that affect the markets generally;
|
|
o
|
supply and demand for the notes; and
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|
o
|
our creditworthiness, including actual or anticipated downgrades
in our credit ratings.
|
During
the term of the notes, it is possible that their value may decline significantly due to the factors described above, and any sale
prior to the Maturity Date could result in a substantial loss to you. You must hold the notes to maturity to receive the repayment
of principal.
DESCRIPTION OF THE NOTES
The
following description of the terms of the notes supplements the description of the general terms of the debt securities set forth
under the headings
“
Description of Notes
”
in the accompanying prospectus supplement and
“
Description
of Eligible Liabilities Senior Debt Securities
”
in the accompanying prospectus
.
Capitalized terms used but
not defined in this pricing supplement have the meanings assigned to them in the accompanying prospectus supplement and prospectus
.
The term
“
notes
”
refers to our 5 Year 3
.
30% Fixed Rate Eligible Liabilities Senior
Notes due November 16
,
2022
.
General
The notes are unsecured,
unsubordinated senior non-preferred obligations of Deutsche Bank AG that pay interest at a fixed rate equal to 3.30% per annum.
The interest will be paid on a semi-annual basis in arrears on each Interest Payment Date, including the Maturity Date, based on
an unadjusted 30/360 day count convention. The notes are our Eligible Liabilities Senior Notes, Series D referred to in the accompanying
prospectus supplement and prospectus. The notes will be issued by Deutsche Bank AG New York Branch under an indenture among us,
The Bank of New York Mellon, as trustee, and Deutsche Bank Trust Company Americas, as paying agent, authenticating agent, issuing
agent and registrar.
From time to time
,
we may create and issue additional notes with the same terms
,
so that
the additional notes will be considered as part of the same issuance as the earlier notes
.
The notes 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.
The notes are our direct,
unconditional, unsecured and unsubordinated obligations and rank equally and
pari passu
with all of our other unsecured
and unsubordinated debt, subject to any statutory priority regime under German law that provides certain claims will be satisfied
first in a resolution or insolvency proceeding with respect to the Issuer and save for those preferred by mandatory provisions
of law. Under German law, the notes constitute non-preferred debt instruments within the meaning of Section 46f(6) sentence 1 of
the German Banking Act (
Kreditwesengesetz
). For more information, see “Resolution Measures and Deemed Agreement”
on page PS–2 of this pricing supplement.
The notes will be issued
in minimum denominations of $100,000 and integral multiples of $1,000 in excess thereof. The principal amount (the “
Principal
Amount
”) of the notes is $1,000 and the Issue Price of the notes is $999.22. The notes will be issued in registered form
and represented by one or more permanent global notes registered in the name of The Depository Trust Company (“
DTC
”)
or its nominee, as described under “Description of Notes — Form, Legal Ownership and Denomination of Notes” in
the accompanying prospectus supplement and “Forms of Securities — Legal Ownership — Global Securities”
in the accompanying prospectus.
Payments on the Notes
The “
Maturity
Date
” will be November 16, 2022, unless that day is not a Business Day, in which case the Maturity Date will be the first
following Business Day. On the Maturity Date, you will receive a cash payment, for each $1,000 Principal Amount of notes, of $1,000
plus
any accrued but unpaid interest. If the scheduled Maturity Date is not a Business Day, the principal
plus
any
accrued but unpaid interest will be paid on the first following day that is a Business Day with the full force and effect as if
made on the scheduled Maturity Date, and no interest on such postponed payment will accrue during the period from and after the
scheduled Maturity Date.
The notes will bear
interest from the Settlement Date at a fixed rate equal to 3.30% per annum, payable on a semi-annual basis in arrears on May 16
and November 16 of each year (each, an “
Interest Payment Date
”), commencing on May 16, 2018 and ending on the
Maturity Date, based on an unadjusted 30/360 day count convention. If any scheduled Interest Payment Date is not a Business Day,
the interest will be paid on the first following day that is a Business Day. Notwithstanding the foregoing, such interest will
be paid with the full force and effect as if made on such scheduled Interest Payment Date, and no adjustment will be made to the
amount of interest to be paid.
The initial interest
period will begin on, and include, November 16, 2017 and end on, but exclude, the first Interest Payment Date (May 16, 2018). Each
subsequent interest period will begin on, and include, the Interest Payment Date for the preceding interest period and end on,
but exclude, the next following Interest Payment Date. The final interest period will end on, but exclude, the Maturity Date.
We will irrevocably
deposit with DTC no later than the opening of business on the applicable Interest Payment Date and the Maturity Date funds sufficient
to make payments of the amount payable with respect to the notes on such date. We will give DTC irrevocable instructions and authority
to pay such amount to the holders of the notes entitled thereto.
A “
Business
Day
” is any day other than a day that is (i) a Saturday or Sunday, (ii) a day on which banking institutions generally
in the City of New York are authorized or obligated by law, regulation or executive order to close, (iii)
a day on which transactions in U.S. dollars
are not conducted in the City of New York or (iv) a day on which TARGET2 is not operating.
Subject to the foregoing
and to applicable law (including, without limitation, United States federal laws) and subject to approval by the competent authority
if then required under applicable law, capital adequacy guidelines, regulations or policies of such competent authority, we or
our affiliates may, at any time and from time to time, purchase outstanding notes by tender, in open market transactions or by
private agreement.
Calculation Agent
Deutsche Bank AG, London
Branch will act as the calculation agent. As the calculation agent, Deutsche Bank AG, London Branch will determine, among other
things, the amount of interest payable in respect of your notes on each Interest Payment Date. Unless otherwise specified in this
pricing supplement, all determinations made by the calculation agent will be at the sole discretion of the calculation agent and
will, in the absence of manifest error, be conclusive for all purposes and binding on you, the trustee and us. We may appoint a
different calculation agent from time to time after the date of this pricing supplement without your consent and without notifying
you.
The calculation agent
will provide written notice to the trustee at its New York office, on which notice the trustee may conclusively rely, of the amount
to be paid on each Interest Payment Date and at maturity on or prior to 11:00 a.m., New York City time, on the Business Day preceding
each Interest Payment Date and the Maturity Date, as applicable.
All calculations with
respect to the amount of interest payable on the notes will be rounded to the nearest one hundred-thousandth, with five one-millionths
rounded upward (
e
.
g
., 0.876545 would be rounded to 0.87655); all U.S. dollar amounts related to determination of
the payment per $1,000 Principal Amount of notes at maturity will be rounded to the nearest ten-thousandth, with five one hundred-thousandths
rounded upward (
e
.
g
., 0.76545 would be rounded up to 0.7655); and all U.S. dollar amounts paid on the aggregate Principal
Amount of notes per holder will be rounded to the nearest cent, with one-half cent rounded upward.
Events of Default
Under the heading “Description
of Eligible Liabilities Senior Debt Securities — Events of Default” in the accompanying prospectus is a description
of the event of default relating to eligible liabilities senior debt securities including the notes. The notes provide for no event
of default other than the opening of insolvency proceedings against us by a German court having jurisdiction over us.
The Indenture provides
that there is no right of acceleration in the case of a default in the payment of principal of, interest on, or other amounts owing
under the notes or a default in the performance of any of our other covenants under the notes or the indenture.
Payment Upon an Event of Default
If an event of default
occurs and the maturity of your notes is accelerated, we will pay a default amount for each $1,000 Principal Amount of notes equal
to $1,000
plus
any accrued but unpaid interest to, but excluding, the date of acceleration.
If the maturity of
the notes is accelerated because of an event of default as described above, we will, or will cause the calculation agent to, provide
written notice to the trustee at its New York office, on which notice the trustee may conclusively rely, and to DTC of the cash
amount due with respect to the notes as promptly as possible and in no event later than two Business Days after the date of acceleration.
Modification
Under the heading “Description
of Eligible Liabilities Senior Debt Securities — Modification of the Indenture” in the accompanying prospectus is a
description of when the consent of each affected holder of debt securities is required to modify the indenture.
Listing
The notes will not
be listed on any securities exchange.
Book
-
Entry Only Issuance
—
The Depository Trust Company
DTC will act as securities
depositary for the notes. The notes will be issued only as fully registered securities registered in the name of Cede &
Co. (DTC’s nominee). One or more fully registered global notes certificates,
representing the total aggregate Principal
Amount of the notes, will be issued and will be deposited with DTC. See the descriptions contained in the accompanying prospectus
supplement under the headings “Description of Notes — Form, Legal Ownership and Denomination of Notes.” The notes
are offered on a global basis. Investors may elect to hold interests in the registered global notes held by DTC through Clearstream,
Luxembourg or the Euroclear operator if they are participants in those systems, or indirectly through organizations that are participants
in those systems. See “Series D Notes Offered on a Global Basis — Book-Entry, Delivery and Form” in the accompanying
prospectus supplement.
Governing Law
The notes will be governed
by and interpreted in accordance with the laws of the State of New York, except as may otherwise be required by mandatory provisions
of law and except with respect to the provisions relating to the ranking of the notes and their status under Section 46f(6) sentence
1 of the German Banking Act (
Kreditwesengesetz
), which shall be governed by and construed in accordance with German law.
Tax Considerations
You should review carefully the section
of the accompanying prospectus supplement entitled “United States Federal Income Taxation. Although not free from doubt,
the notes will be treated as debt for U.S. federal income tax purposes. Assuming this treatment is correct, the notes will be treated
for U.S. federal income tax purposes as fixed rate debt instruments that are issued without original issue discount.
If you purchase a note
at a price that is greater or less than the issue price, you may be considered to have purchased the note with “amortizable
bond premium” or “market discount,” respectively. See “United States Federal Income Taxation — Tax
Consequences to U.S. Holders — Market Discount” and “United States Federal Income Taxation — Tax Consequences
to U.S. Holders — Acquisition Premium and Amortizable Bond Premium,” as applicable, on pages PS–25 and PS–26
of the accompanying prospectus supplement.
If you are a non-U.S.
holder, you will not be subject to U.S. federal income tax (including withholding tax), provided that you fulfill certain certification
requirements and certain other conditions are met. See “United States Federal Income Taxation — Tax Consequences to
Non-U.S. Holders” on page PS–28 of the accompanying prospectus supplement.
Under current law,
the United Kingdom will not impose withholding tax on payments made with respect to the notes.
For a discussion of
certain German tax considerations relating to the notes, 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 notes
,
as well as tax
consequences arising under the laws of any state
,
local or non
-
U
.
S
.
taxing jurisdiction
.
USE OF PROCEEDS
;
HEDGING
The
net proceeds we receive from the sale of the notes will be used for general corporate purposes, as more particularly described
in “Use of Proceeds” in the accompanying prospectus.
W
e
or our affiliates may acquire a long or short position in securities similar to the notes from time to time and may, in our or
their sole discretion, hold or resell those securities. Although we have no reason to believe that any of these activities will
have a material impact on the value of the notes, we cannot assure you that these activities will not have such an effect.
SUPPLEMENTAL PLAN OF DISTRIBUTION
(
CONFLICTS
OF INTEREST
)
Under the terms and
subject to the conditions contained in the Distribution Agreement entered into between Deutsche Bank AG and DBSI, as agent thereunder,
and certain other agents that may be party to the Distribution Agreement from time to time (each, an “
Agent
,”
and, collectively with DBSI, the “
Agents
”), each Agent participating in the offering of the notes has agreed
to purchase, and we have agreed to sell, the Principal Amount of notes indicated opposite such Agent’s name in the following
table.
Agents
|
Principal Amount of Notes
|
Deutsche Bank Securities Inc.
|
$885,500,000
|
Scotia Capital (USA) Inc.
|
$55,000,000
|
BB&T Capital Markets, a division of BB&T Securities, LLC
|
$11,000,000
|
BBVA Securities Inc.
|
$11,000,000
|
BNY Mellon Capital Markets, LLC
|
$11,000,000
|
Capital One Securities, Inc.
|
$11,000,000
|
CIBC World Markets Corp.
|
$11,000,000
|
Citigroup Global Markets Inc.
|
$11,000,000
|
Commonwealth Bank of Australia
|
$11,000,000
|
Daiwa Capital Markets America Inc.
|
$11,000,000
|
The Huntington Investment Company
|
$11,000,000
|
Regions Securities LLC
|
$11,000,000
|
Santander Investment Securities Inc.
|
$11,000,000
|
TD Securities (USA) LLC
|
$11,000,000
|
Wells Fargo Securities, LLC
|
$11,000,000
|
Academy Securities, Inc.,
|
$5,500,000
|
Mischler Financial Group, Inc.
|
$5,500,000
|
R. Seelaus & Co., Inc.
|
$5,500,000
|
|
|
Total
|
$1
,
100
,
000
,
000
|
Notes sold by the Agents
to the public will initially be offered at the Issue Price set forth on the cover of this pricing supplement. If all of the notes
are not sold at the Issue Price, the Agents may change the offering price and the other selling terms.
The Agents will receive
a selling concession in connection with the sale of the notes of 0.325% or $3.25 per $1,000 Principal Amount of notes. The Agents
may also sell the notes to or through dealers, and such dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Agents and/or the purchasers of the notes for whom they may act as agent, and such compensation
received by such dealers will not be in excess of the selling concession the Agents receive from us. In connection with the sale
of the notes, the Agents may receive commissions from the purchasers of the notes for whom they may act as agent. The Agents and
any dealers that participate with the Agents in the distribution of the notes may be deemed to be underwriters, and any discounts
or commissions received by them and any profit on the resale of the notes by them may be deemed to be underwriting discounts or
commissions.
We own, directly or
indirectly, all of the outstanding equity securities of DBSI. The net proceeds received from the sale of the notes may be used,
in part, by DBSI or one of its affiliates in connection with hedging our obligations under the notes. Because DBSI is both our
affiliate and a member of FINRA, the underwriting arrangements 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 notes to any of its discretionary accounts without
the prior written approval of the customer.
DBSI or another Agent
may act as principal or agent in connection with offers and sales of the notes in the secondary market. Secondary market offers
and sales will be made at prices related to market prices at the time of such offer or sale; accordingly, the Agents or a dealer
may change the public offering price, concession and discount after the offering has been completed.
In order to facilitate
the offering of the notes, the Agents may engage in transactions that stabilize, maintain or otherwise affect the price of the
notes. Specifically, an Agent may sell more notes than it is obligated to purchase in connection with the offering, creating a
naked short position in the notes for its own account. Such Agent must close out any naked short position by purchasing the notes
in the open market. A naked short position is more likely to be created if an Agent is concerned that there may be downward pressure
on the price of the notes in the open market after pricing that could adversely affect investors who purchase in the offering.
As an additional means of facilitating the offering, the Agents may bid for, and purchase, notes in the open market to stabilize
the price of the notes. Any of these activities may
raise or maintain the market price of the
notes above independent market levels or prevent or slow a decline in the market price of the notes. The Agents are not required
to engage in these activities and may end any of these activities at any time.
No action has been
or will be taken by us, the Agents or any dealer that would permit a public offering of the notes or possession or distribution
of this pricing supplement, the accompanying prospectus supplement or prospectus other than in the United States, where action
for that purpose is required. No offers, sales or deliveries of the notes, or distribution of this pricing supplement, the accompanying
prospectus supplement or prospectus or any other offering material relating to the notes, may be made in or from any jurisdiction
except in circumstances which will result in compliance with any applicable laws and regulations and will not impose any obligations
on us, the Agents or any dealer.
Each
Agent has represented and agreed, and any other Agent through which we may offer the notes will represent and agree, that if any
notes are to be offered outside the United States, it will not offer or sell any such notes in any jurisdiction if such offer or
sale would not be in compliance with any applicable law or regulation or if any consent, approval or permission is needed for such
offer or sale by it or for or on behalf of the Issuer unless such consent, approval or permission has been previously obtained
and such Agent will obtain any consent, approval or permission required by it for the subscription, offer, sale or delivery of
the notes, or the distribution of any offering materials, under the laws and regulations in force in any jurisdiction to which
it is subject or in or from which it makes any subscription, offer, sale or delivery.
To
the extent any Agent that is not a U.S. registered broker-dealer intends to effect any offers or sales of any notes in the United
States, it will do so through one or more U.S. registered broker-dealers in accordance with the applicable U.S. securities laws
and regulations.
Settlement
We expect to deliver
the notes against payment for the notes 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
notes 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 Notes
In
the opinion of Davis Polk & Wardwell LLP, as special United States products counsel to the Issuer, when the notes 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 notes 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 or applications giving effect to governmental actions or foreign laws affecting creditors’ rights,
provided
that such counsel expresses no opinion as to (i) the effect of fraudulent conveyance, fraudulent transfer or similar provision
of applicable law on the conclusions expressed above and (ii) the validity, legally binding effect or enforceability of any provision
that permits holders to collect any portion of the stated principal amount upon acceleration of the notes to the extent determined
to constitute unearned interest. 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 June 22, 2017, 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 notes 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 June 22, 2017, which has been filed as an exhibit
to the registration statement referred to above.
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