Pricing Supplement No
.
3102B
To underlying supplement No. 1 dated August 31, 2018,
product supplement B dated August 21, 2018,
prospectus supplement dated August 20, 2018 and
prospectus dated August 20, 2018
|
Registration Statement No
.
333–226421
Rule 424
(
b
)(
2
)
|
|
Deutsche
Bank AG
$4,100,000
Callable Contingent Yield Securities Linked to the Least Performing of the iShares
®
MSCI Emerging Markets
ETF
,
the Russell 2000
®
Index and the EURO STOXX 50
®
Index due October 19, 2028
|
|
·
|
The
Callable Contingent Yield Securities (the “
securities
”) are linked to the least performing of the iShares
®
MSCI Emerging Markets ETF (the “
Fund
,”), the Russell 2000
®
Index and the EURO STOXX 50
®
Index (each one of the Russell 2000
®
Index and the EURO STOXX 50
®
Index, an “
Index
,”
and collectively, the “
Indices
”, together with the Fund, the “
Underlyings
”) and may pay
a Contingent Coupon of $33.75 per $1,000 Face Amount of securities on the relevant quarterly Coupon Payment Dates, calculated
based on a coupon rate of 13.50% per annum). Investors will receive a Contingent Coupon on a Coupon Payment Date
only if
the
Closing Levels of
all
the Underlyings on the applicable quarterly Observation Date are greater than or equal to their respective
Coupon Barriers (equal to 70.00% 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 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 least performing Underlying, which we refer
to as the “
Laggard Underlying
,” is greater than or equal to its Trigger Level (equal to 50.00% 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
any
of the Underlyings 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 October 19, 2028
|
|
·
|
Minimum
purchase of $1,000. Minimum denominations of $1,000 (the “
Face Amount
”) and integral multiples thereof.
|
|
·
|
The
securities priced on October 15, 2018 (the “
Trade Date
”) and are expected to settle on October 18, 2018 (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
|
|
|
iShares
®
MSCI Emerging Markets ETF
|
EEM
|
$40.29
|
$28.20
|
$20.15
|
|
|
Russell 2000
®
Index
|
RTY
|
1,546.679
|
1,082.675
|
773.340
|
|
|
EURO STOXX 50
®
Index
|
SX5E
|
3,194.41
|
2,236.09
|
1,597.21
|
|
|
|
|
|
|
|
|
|
(
Key Terms
continued on next page
)
Investing in the securities involves
a number of risks
.
See
“
Risk Factors
”
beginning on page 8 of the accompanying product supplement
,
page PS
–
5
of the
accompanying prospectus supplement and page 19 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 $965.00 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 will be deemed 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
|
$15.00
|
$985.00
|
Total
|
$ 4,100,000.00
|
$61,500.00
|
$4,038,500.00
|
|
(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 $15.00 per $1,000 Face Amount of securities. The discounts
and commissions referenced above do not include additional transaction costs and fees which may be reflected in the price of the
Fund. Please refer to the section “Selected Risk Considerations” in this pricing supplement for more information.
|
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
October 15, 2018
(
Key Terms continued
from previous page
)
Contingent Coupon Feature:
|
·
If
the Closing Levels of
all
the 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
any
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 13.50% 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, 70.00% 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)
|
|
January 15, 2019
|
January 18, 2019
|
$33.75
|
|
April 15, 2019
|
April 18, 2019
|
$33.75
|
|
July 15, 2019
|
July 18, 2019
|
$33.75
|
|
October 15, 2019
|
October 18, 2019
|
$33.75
|
|
January 15, 2020
|
January 21, 2020
|
$33.75
|
|
April 15, 2020
|
April 20, 2020
|
$33.75
|
|
July 15, 2020
|
July 20, 2020
|
$33.75
|
|
October 15, 2020
|
October 20, 2020
|
$33.75
|
|
January 15, 2021
|
January 21, 2021
|
$33.75
|
|
April 15, 2021
|
April 20, 2021
|
$33.75
|
|
July 15, 2021
|
July 20, 2021
|
$33.75
|
|
October 15, 2021
|
October 20, 2021
|
$33.75
|
|
January 18, 2022
|
January 21, 2022
|
$33.75
|
|
April 18, 2022
|
April 21, 2022
|
$33.75
|
|
July 15, 2022
|
July 20, 2022
|
$33.75
|
|
October 17, 2022
|
October 20, 2022
|
$33.75
|
|
January 17, 2023
|
January 20, 2023
|
$33.75
|
|
April 17, 2023
|
April 20, 2023
|
$33.75
|
|
July 17, 2023
|
July 20, 2023
|
$33.75
|
|
October 16, 2023
|
October 19, 2023
|
$33.75
|
|
January 16, 2024
|
January 19, 2024
|
$33.75
|
|
April 15, 2024
|
April 18, 2024
|
$33.75
|
|
July 15, 2024
|
July 18, 2024
|
$33.75
|
|
October 15, 2024
|
October 18, 2024
|
$33.75
|
|
January 15, 2025
|
January 21, 2025
|
$33.75
|
|
April 15, 2025
|
April 18, 2025
|
$33.75
|
|
July 15, 2025
|
July 18, 2025
|
$33.75
|
|
October 15, 2025
|
October 20, 2025
|
$33.75
|
|
January 15, 2026
|
January 21, 2026
|
$33.75
|
|
April 15, 2026
|
April 20, 2026
|
$33.75
|
|
July 15, 2026
|
July 20, 2026
|
$33.75
|
|
October 15, 2026
|
October 20, 2026
|
$33.75
|
|
January 15, 2027
|
January 21, 2027
|
$33.75
|
|
April 15, 2027
|
April 20, 2027
|
$33.75
|
|
July 15, 2027
|
July 20, 2027
|
$33.75
|
|
October 15, 2027
|
October 20, 2027
|
$33.75
|
|
January 18, 2028
|
January 21, 2028
|
$33.75
|
|
April 17, 2028
|
April 20, 2028
|
$33.75
|
|
July 17, 2028
|
July 20, 2028
|
$33.75
|
|
October 16, 2028
(
Final Valuation Date
)
|
October 19, 2028
(
Maturity Date
)
|
$33.75
|
|
|
|
|
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 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. 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.
|
|
(Key Terms continued on next page)
|
|
(Key Terms continued from previous page)
|
|
|
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, 50.00% of the Initial Level of such Underlying, as set forth in the table under “Underlyings” above
|
Laggard Underlying:
|
The Underlying with the lowest Underlying Return on the Final Valuation Date. If the calculation agent determines that any two or all three of the Underlyings have equal lowest Underlying Returns, then the calculation agent will, in its sole discretion, designate one of such 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
The Initial Level
The Underlying
Return for each Underlying may be positive
,
zero or negative
.
|
Initial Level:
|
The Initial Level of each Underlying is set forth in the table under “Underlyings” above.
The Initial Level for each Underlying is
not
the Closing Level of such Underlying on the Trade Date
.
|
Final Level:
|
For each Underlying, the Closing Level of such Underlying on the Final Valuation Date
|
Closing Level:
|
For
the Fund, the closing price of one share of the Fund on the relevant date of calculation
multiplied by
the then-current
Share Adjustment Factor, as determined by the calculation agent.
For each Index, the official closing level
of the relevant Index as published on the applicable page of Bloomberg Professional
®
service or any successor service
(“
Bloomberg
”) on the relevant date of calculation. The Closing Level of the relevant Index as published by Bloomberg
may be published to greater or fewer decimal places than the official closing level of the relevant Index as published by the relevant
Index Sponsor (as defined below). Accordingly, the Closing Level of the relevant Index as published by Bloomberg may be slightly
different from the official closing level of that Index as published by the relevant Index Sponsor.
|
Share Adjustment Factor:
|
Initially 1.0, subject to adjustment for certain actions affecting the Fund. See “Description of Securities — Anti-Dilution Adjustments for Funds” in the accompanying product supplement.
|
Office Substitution:
|
We may, without the consent of the holders or the trustee, designate our head office in Frankfurt as substitute for the London Branch through which we have acted to issue the securities with the same effect as if our head office had been originally named as the office through which we had acted to issue the securities for all purposes under the Indenture (as defined below) and the securities. Please see the risk factor “We may, without consent of the holders or the trustee, designate our head office in Frankfurt as the issuing office” in this pricing supplement for more information.
|
Trade Date:
|
October 15, 2018
|
Settlement Date:
|
October 18, 2018
|
Final Valuation Date
1
:
|
October 16, 2028
|
Maturity Date
1
:
|
October 19, 2028
|
Listing:
|
The securities will not be listed on any securities exchange.
|
CUSIP / ISIN:
|
25155MLQ2 / US25155MLQ23
|
|
|
|
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
”), which was implemented
into German law by the German Recovery and Resolution Act (
Sanierungs
-
und Abwicklungsgesetz
, or, as amended, 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 was 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 will be deemed irrevocably to consent to the provisions set forth in the accompanying prospectus, which we have summarized
below. 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 issue to or confer on the holders
(including the beneficial owners) such ordinary shares or instruments); 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,
Delaware Trust Company, 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 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 securities; and
|
|
·
|
will be deemed 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 August 20, 2018, including the risk factors
beginning on page 19 of such prospectus
.
Additional Terms Specific to the Securities
You should read this pricing supplement
together with underlying supplement No. 1 dated August 31, 2018, product supplement B dated August 21, 2018, the prospectus supplement
dated August 20, 2018 relating to our Series A global notes of which these securities are a part and the prospectus dated August
20, 2018. 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 31, 2018
:
|
https://www.sec.gov/Archives/edgar/data/1159508/000095010318010218/crt_dp94668-424b2.pdf
|
·
|
Product
supplement B dated August 21, 2018:
|
https://www.sec.gov/Archives/edgar/data/1159508/000095010318009866/crt_dp94661-424b2.pdf
|
·
|
Prospectus
supplement dated August 20, 2018:
|
https://www.sec.gov/Archives/edgar/data/1159508/000095010318009813/dp94664_424b2-prosupsa.htm
|
·
|
Prospectus
dated August 20, 2018:
|
https://www.sec.gov/Archives/edgar/data/1159508/000119312518252721/d567315d424b21.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 quarterly 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 and it has been assumed that no event affecting
the Fund has occurred during the term of the securities that would cause the calculation agent to adjust its Share Adjustment Factor.
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 prior to the Maturity Date. Therefore, the term of
the securities may be as short as approximately three months. 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)
|
January 18, 2019
|
$1,000.00
|
April 18, 2019
|
$1,000.00
|
July 18, 2019
|
$1,000.00
|
October 18, 2019
|
$1,000.00
|
January 21, 2020
|
$1,000.00
|
April 20, 2020
|
$1,000.00
|
July 20, 2020
|
$1,000.00
|
October 20, 2020
|
$1,000.00
|
January 21, 2021
|
$1,000.00
|
April 20, 2021
|
$1,000.00
|
July 20, 2021
|
$1,000.00
|
October 20, 2021
|
$1,000.00
|
January 21, 2022
|
$1,000.00
|
April 21, 2022
|
$1,000.00
|
July 20, 2022
|
$1,000.00
|
October 20, 2022
|
$1,000.00
|
January 20, 2023
|
$1,000.00
|
April 20, 2023
|
$1,000.00
|
July 20, 2023
|
$1,000.00
|
October 19, 2023
|
$1,000.00
|
January 19, 2024
|
$1,000.00
|
April 18, 2024
|
$1,000.00
|
July 18, 2024
|
$1,000.00
|
October 18, 2024
|
$1,000.00
|
January 21, 2025
|
$1,000.00
|
April 18, 2025
|
$1,000.00
|
July 18, 2025
|
$1,000.00
|
October 20, 2025
|
$1,000.00
|
January 21, 2026
|
$1,000.00
|
April 20, 2026
|
$1,000.00
|
July 20, 2026
|
$1,000.00
|
October 20, 2026
|
$1,000.00
|
January 21, 2027
|
$1,000.00
|
April 20, 2027
|
$1,000.00
|
July 20, 2027
|
$1,000.00
|
October 20, 2027
|
$1,000.00
|
January 21, 2028
|
$1,000.00
|
April 20, 2028
|
$1,000.00
|
July 20, 2028
|
$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 $33.75 that may be payable on one or more of the Coupon Payment
Dates.
Example 1
:
The Closing Levels
of all the 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
all
the 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 $33.75 on each of the second and fourth Coupon Payment Dates, but not 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 $1,067.50 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 $1,000 Face Amount of securities for a hypothetical range of performances
of the Laggard Underlying if the securities are
not
redeemed by us prior to maturity
.
The hypothetical Payments at Maturity set forth in the table below reflect (i) the Coupon Barrier for each Underlying equal to
70.00% of its Initial Level and (ii) the Trigger Level for each Underlying equal to 50.00% of its Initial Level. The actual Initial
Level, Coupon Barrier and Trigger Level for each Underlying are set forth on the cover of this pricing supplement.
We make no
representation or warranty as to which of the Underlyings will be the Laggard Underlying for purposes of calculating the Payment
at Maturity
.
Hypothetical
Underlying Return
of the Laggard Underlying
(
%
)
|
Hypothetical
Payment at
Maturity
($) (
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%
|
-50.00%
|
$1,000.00
|
0.00%
|
-51.00%
|
$490.00
|
-51.00%
|
-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 tables above are calculated as well as how the payment of any Contingent Coupons
will be determined. The examples below reflect the Contingent Coupon of $33.75 that may be payable on one or more of the Coupon
Payment Dates.
Example 1
:
The Closing Levels
of all the 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
all
the 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 $33.75 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 $1,101.25 per $1,000 Face Amount of securities over the approximately ten year term of the securities.
Example
2
:
The Closing Levels of all the Underlyings are greater than or equal to their respective Coupon Barriers on the tenth
Observation Date
.
While the Final Levels of two Underlyings are greater than their respective Initial Levels
,
the
Final Level of the Laggard Underlying is less than its Trigger Level
,
resulting in an Underlying Return of the Laggard Underlying
of
-
60
.
00%
. Even though the Final Levels of two Underlyings are greater than their respective Initial Levels,
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 $400.00
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 -60.00%) =
$400.00
Because
the Closing Levels of
all
the 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 $433.75 per $1,000 Face Amount of securities over the approximately ten 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 all the 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 ten 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
all
the Underlyings
are greater than or equal to their respective Coupon Barriers on the applicable quarterly 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, 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. 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 ten years,
the securities may be redeemed by us, in our sole discretion, in whole, but not in part, on any Coupon Payment Date 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
three months. 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
all
the 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 LEAST PERFORMING
OF THE THREE UNDERLYINGS
— The return on the securities, which may be positive, zero or negative, is linked to the least
performing of the iShares
®
MSCI Emerging Markets ETF, the Russell 2000
®
Index and the EURO STOXX
50
®
Index 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.
|
iShares
®
MSCI Emerging Markets ETF
The
iShares
®
MSCI Emerging Markets ETF is an exchange-traded fund managed by iShares
®
Trust, a registered
investment company. The iShares
®
Trust consists of numerous separate investment portfolios, including the iShares
®
MSCI Emerging Markets ETF. BlackRock Fund Advisors (the “
Fund Advisor
”) is the investment adviser of the iShares
®
MSCI Emerging Markets ETF. The iShares
®
MSCI Emerging Markets ETF seeks to provide investment results that correspond
generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets Index (the “
Tracked
Index
”), The MSCI Emerging Markets Index
SM
is designed to measure equity market performance in the global
emerging markets. Shares of the iShares
®
MSCI Emerging Markets ETF trade on NYSE Arca under the ticker symbol “EEM.”
It is possible that the iShares
®
MSCI Emerging Markets ETF may not fully replicate or may in certain circumstances
diverge significantly from the performance of the MSCI Emerging Markets Index
SM
due to the temporary unavailability
of certain securities in the secondary markets, the performance of any derivative instruments contained in the iShares
®
MSCI Emerging Markets ETF, the fees and expenses of the iShares
®
MSCI Emerging Markets ETF or due to other circumstances.
This is only a summary of the iShares
®
MSCI Emerging Markets ETF
.
For more information on the iShares
®
MSCI
Emerging Markets ETF
,
please see the section entitled “The iShares Exchange Traded Funds
—
iShares
®
MSCI
Emerging Markets ETF
”
in the accompanying underlying supplement No
.
1 dated August 31, 2018
.
EURO
STOXX 50
®
Index
The
EURO STOXX 50
®
Index is composed of the stocks of 50 major companies in the Eurozone. These companies include
market sector leaders from within the 19 EURO STOXX
®
Supersector indices, which represent the Eurozone portion
of the STOXX Europe 600
®
Supersector indices. The STOXX Europe 600
®
Supersector indices
contain the 600 largest stocks traded on the major exchanges of 18 European countries.
This is only a summary of the EURO
STOXX 50
®
Index
.
For more information on the EURO STOXX 50
®
Index
,
including
information concerning its composition
,
calculation methodology and adjustment policy
,
please see the section
entitled “The STOXX Indices
—
The EURO STOXX 50
®
Index
”
in
the accompanying underlying supplement No
.
1 dated August 31, 2018.
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 31, 2018
.
|
·
|
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.
The discussions above and in the
accompanying prospectus supplement do not address the consequences to taxpayers subject to special tax accounting rules under Section
451(b).
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, a recent IRS notice excludes from the scope
of Section 871(m) instruments issued prior to January 1, 2021 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 Underlyings or in any of the components
of 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 PRICES OR
LEVELS, AS APPLICABLE, 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 prices or levels,
as applicable, of any Underlyings even if the Final Levels of
all
the Underlyings are greater than or equal to 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 price or level, as applicable,
of any Underlyings, which may be significant.
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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 any 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 any Underlying is less than its respective Coupon Barrier on each Observation Date, 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.
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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 prior to the Maturity Date. 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.
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REINVESTMENT RISK
— If
the securities are redeemed by us prior to maturity, the term of the securities may be reduced to as short as approximately three
months. 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.
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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 Underlyings.
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A HIGHER CONTINGENT COUPON OR A LOWER
COUPON BARRIER OR TRIGGER LEVEL FOR EACH UNDERLYING MAY REFLECT A GREATER EXPECTED VOLATILITY OF ONE OR MORE 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, the greater the expectation is at that time that the Closing Level of at least one Underlying may be less than its Coupon
Barrier on an Observation Date (resulting in a missed Contingent Coupon) or less than its 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, 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.
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THE SECURITIES ARE SUBJECT TO THE CREDIT OF DEUTSCHE BANK AG
—
The securities are unsecured unsubordinated obligations of Deutsche Bank AG, ranking in priority
to its senior non-preferred obligations, 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.
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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. 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.
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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 such 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, it will be difficult to predict when, if
at all, a Resolution Measure might become applicable to us in our individual case. Accordingly, 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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OUR SENIOR DEBT SECURITIES, INCLUDING THE SECURITIES OFFERED HEREIN,
WILL CONSTITUTE “SENIOR PREFERRED” DEBT SECURITIES AND WOULD BEAR LOSSES AFTER OUR “SENIOR NON-PREFERRED”
DEBT INSTRUMENTS IF INSOLVENCY PROCEEDINGS ARE OPENED AGAINST US OR IF RESOLUTION MEASURES ARE IMPOSED ON US
—
German law provides that, in a German insolvency proceeding of an 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 German law or are expressly exempted from such definition.
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Among those unsecured unsubordinated obligations that
do not constitute debt instruments are instruments with an initial maturity of less than one year as well as senior unsecured instruments
of indebtedness 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 customary fixed or floating reference interest
rate and is settled by monetary payment. In a German insolvency proceeding or in the event of the imposition of Resolution Measures
with respect to us, 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.
Beginning January 1, 2017, according to the German
Banking Act, our non-structured senior unsecured debt instruments have become subordinated, by operation of law, to all of our
other outstanding unsecured unsubordinated obligations, including debt instruments issued prior to January 1, 2017. We refer to
the debt instruments subject to such subordination as “senior non-preferred” debt and the debt to which they are subordinated
as “senior preferred” debt. To harmonize the ranking of unsecured debt instruments issued by banks in the European
Union, a directive amending the Bank Recovery and Resolution Directive was published on December 27, 2017. The relevant changes
were implemented into German law by amending Section 46f(5) to (9) of the German Banking Act. The German Banking Act in its form
before the amendments of July 21, 2018, as described above, remains applicable to debt instruments issued prior to July 21, 2018.
Accordingly, debt instruments constituting “senior non-preferred” debt prior to the changes continue to rank as senior
non-preferred debt even if they do not contain an express reference to their lower ranking as required for issuances from and after
July 21, 2018.
Following the effectiveness of the changes to the German
Banking Act on July 21, 2018, our structured senior debt securities (including the securities offered herein) continue to constitute
“senior preferred” debt securities. In addition, we are now able to issue “non-structured” senior debt
securities as “senior preferred” debt securities, ranking
pari passu
with our structured senior debt securities,
which was not possible before the changes became effective. Such new senior preferred debt securities, whether “structured”
or “non-structured,” rank
pari passu
with, among other obligations, debt instruments with an initial term of
less than one year, derivatives and, generally, corporate deposits (unless they rank even more senior).
Accordingly, (i) our non-structured senior debt securities
that were issued before July 21, 2018 and subordinated by operation of law and (ii) our eligible liabilities senior debt securities
that constitute our unsecured unsubordinated non-preferred obligations rank junior to our structured senior debt securities issued
before July 21, 2018 and our senior debt securities (including the securities offered herein) that were issued on or after July
21, 2018. If insolvency proceedings are opened against us or if Resolution Measures are imposed on us, our “senior preferred”
debt securities (including the securities offered herein) are expected to be among the unsecured unsubordinated obligations that
would bear losses after our “senior non-preferred” debt instruments, including the non-structured senior debt securities
issued before July 21, 2018 and the eligible liabilities senior debt securities, as described above.
Nevertheless, you may lose
some or all of your investment in the securities offered
herein if insolvency proceedings are opened against
us or a Resolution Measure becomes applicable to us.
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WE MAY, WITHOUT CONSENT OF THE HOLDERS OR THE TRUSTEE, DESIGNATE
OUR HEAD OFFICE IN FRANKFURT AS THE ISSUING OFFICE
— The securities will be issued through our London Branch on the Settlement
Date. However, we may, without the consent of the holders or the trustee, designate our head office in Frankfurt as substitute
for the London Branch through which we have acted to issue the securities with the same effect as if our head office had been originally
named as the office through which we had acted to issue the securities for all purposes under the Indenture and the securities.
This means that, with effect from the substitution date, our head office in Frankfurt will assume all of the obligations of the
London Branch as principal obligor under the securities. In order to give effect to such a substitution, we will give notice of
the substitution to the trustee and the holders of the securities.
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If we designate our head office
in Frankfurt as substitute for the London Branch in accordance with the “Office Substitution” right as described above
and in the Indenture, as of the date of this pricing supplement, this substitution should not be treated as a taxable event to
investors in the securities. A change in applicable law may adversely affect the U.S. federal tax consequences of this substitution.
You should consult your tax adviser regarding the U.S. federal tax consequences of this substitution, as well as tax consequences
arising under the laws of any state, local or non-U.S. taxing jurisdiction.
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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 UNDERLYINGS OR THE SECURITIES COMPOSING THE UNDERLYINGS
— The return on the securities may not
reflect the return you would have realized if you had directly invested in the Underlyings or the securities composing the Underlyings.
For instance, any Payment at Maturity on the securities is dependent on the performance of the Laggard Underlying, and you will
not participate in any potential increase in the prices or levels, as applicable, of any Underlyings, which could be significant.
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IF THE PRICES OR LEVELS, AS APPLICABLE,
OF THE UNDERLYINGS CHANGE
,
THE VALUE OF YOUR SECURITIES MAY NOT CHANGE IN THE SAME MANNER
— Your securities may
trade quite differently from the prices or levels, as applicable, of the Underlyings and the securities composing the Underlyings.
Changes in the prices or levels, as applicable, of the Underlyings and the securities composing the Underlyings may not result
in comparable changes in the value of your securities.
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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 shares of the Fund or the securities composing the Underlyings would have.
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YOUR INVESTMENT IS EXPOSED TO A DECLINE
IN THE PRICE OR LEVEL, AS APPLICABLE, 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
any
Underlying over the term of the securities may adversely affect
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your return on the securities
and will not be offset or mitigated by a positive performance by any other Underlying.
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BECAUSE THE SECURITIES ARE LINKED TO
THE LEAST PERFORMING OF THE THREE 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 three
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, 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 Closing Level of at
least one Underlying to be less than its Coupon Barrier on any Observation Date or less than its Trigger Level on the Final Valuation
Date 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 each 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 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 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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EACH INDEX REFLECTS THE PRICE RETURN
OF ITS COMPONENT STOCKS
,
NOT THEIR TOTAL RETURN INCLUDING ALL DIVIDENDS AND OTHER DISTRIBUTIONS
— Each Index reflects
the changes in the market prices of its component stocks. Neither Index 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 the relevant Index.
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THE SPONSOR OF EACH INDEX MAY ADJUST
THE RELEVANT INDEX IN WAYS THAT AFFECT THE LEVEL OF SUCH INDEX AND HAS NO OBLIGATION TO CONSIDER YOUR INTERESTS
— The
sponsor of each Index (each, an “
Index Sponsor
”) is responsible for calculating and maintaining the Index. The
Index Sponsor can add, delete or substitute the components of the relevant Index or make other methodological changes that could
change the level of such Index. You should realize that the changing of such Index components may affect such Index, 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 Index. Any of these actions could adversely affect the level
of such Index 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 Indices.
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THERE ARE RISKS
ASSOCIATED WITH INVESTMENTS LINKED TO THE VALUES OF EQUITY SECURITIES ISSUED BY NON
-
U
.
S
.
COMPANIES
—
The EURO STOXX 50
®
Index and the Fund include component
stocks that are issued by companies incorporated outside of the U.S. Because the component stocks also trade outside the U.S.,
the securities are subject to the risks associated with non-U.S. securities markets. Generally, non-U.S. securities markets may
be less liquid and more volatile than U.S. securities markets and market developments may affect non-U.S. securities markets differently
than U.S. securities markets, which may adversely affect the level of the EURO STOXX 50
®
Index and/or the price
of the Fund, and thus, the value of your securities. Furthermore, there are risks associated with investments linked to the values
of equity securities issued by non-U.S. companies. There is generally less publicly available information about non-U.S. companies
than about
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those U.S. companies that are
subject to the reporting requirements of the SEC, and non-U.S. companies are subject to accounting, auditing and financial reporting
standards and requirements that differ from those applicable to U.S. reporting companies. In addition, the prices of equity securities
issued by non-U.S. companies may be adversely affected by political, economic, financial and social factors that may be unique
to the particular countries in which the non-U.S. companies are incorporated. These factors include the possibility of recent or
future changes in a non-U.S. government’s economic and fiscal policies (including any direct or indirect intervention to
stabilize the economy and/or securities market of the country of such non-U.S. government), the presence, and extent, of cross
shareholdings in non-U.S. companies, the possible imposition of, or changes in, currency exchange laws or other non-U.S. laws or
restrictions applicable to non-U.S. companies or investments in non-U.S. securities and the possibility of fluctuations in the
rate of exchange between currencies. Moreover, certain aspects of a particular non-U.S. economy may differ favorably or unfavorably
from the U.S. economy in important respects, such as growth of gross national product, rate of inflation, capital reinvestment,
resources and self-sufficiency. Specifically, the stocks included in the EURO STOXX 50
®
Index are issued by companies
located in countries within the Eurozone, some of which are and have been experiencing economic stress.
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·
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THE SECURITIES
ARE SUBJECT TO CURRENCY EXCHANGE RATE RISK
— Because the Fund invests in stocks denominated in foreign currencies but
its shares are denominated in U.S. dollars, changes in currency exchange rates may negatively impact the Fund’s return. Of
particular importance to currency exchange rate risk are:
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|
o
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existing and
expected rates of inflation;
|
|
o
|
existing and
expected interest rates;
|
|
o
|
political, civil
or military unrest;
|
|
o
|
the balance
of payments between the countries represented in the Fund and the U.S.; and
|
|
o
|
the extent of
governmental surpluses or deficits in the countries represented in the Fund and the U.S.
|
All
of these factors are in turn sensitive to the monetary, fiscal and trade policies pursued by the governments of the countries represented
in the Fund, the U.S. and other countries important to international trade and finance. An investor’s net exposure to currency
exchange rate risk will depend on the extent to which the currencies represented in the Fund strengthen or weaken against the U.S.
dollar and the relative weight of each currency represented in the Fund. If, taking into account such weighting, the U.S. dollar
strengthens against the component currencies as a whole, the price of the Fund will be adversely affected and the value of the
securities may be reduced. Additionally, the volatility and/or correlation (including the direction and extent of such correlation)
of the exchange rates between the U.S. dollar and the currencies represented in the Fund could adversely affect the value of the
securities.
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·
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THE SECURITIES
ARE SUBJECT TO EMERGING MARKETS RISK
— The value of the securities is subject to the political and economic risks of
emerging market countries by linking to the performance of the iShares
®
MSCI Emerging Markets ETF. The stocks included
in the iShares
®
MSCI Emerging Markets ETF include stocks of companies that are located in emerging market countries
and whose securities trade on the exchanges of emerging market countries. In recent years, some emerging markets have undergone
significant political, economic and social upheaval. Such far-reaching changes have resulted in constitutional and social tensions
and, in some cases, instability and reaction against market reforms has occurred. With respect to any emerging market nation, there
is the possibility of nationalization, expropriation or confiscation, political changes, government regulation and social instability.
Future political changes may adversely affect the economic conditions of an emerging market nation. Political or economic instability
could adversely affect the value of the securities and the amount payable to you at maturity.
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·
|
WE ARE ONE OF THE COMPANIES THAT MAKE
UP THE EURO STOXX 50
®
INDEX —
We are one of the companies that make up the EURO STOXX 50
®
Index. To our knowledge, we are not currently affiliated with any of the other companies the equity securities of which are represented
in the EURO STOXX 50
®
Index. As a result, we will have no ability to control the actions of such other companies,
including actions that could affect the value of the equity securities composing the EURO STOXX 50
®
Index or your
securities. None of the other companies represented in the EURO STOXX 50
®
Index will be involved in this offering
in any way. Neither they nor we will have any obligation to consider your interests as a holder of the securities in taking any
corporate actions that might affect the value of your securities.
|
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·
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THE PERFORMANCE OF THE EURO STOXX 50
®
INDEX WILL NOT BE ADJUSTED FOR CHANGES IN THE EURO RELATIVE TO THE U.S. DOLLAR
— The EURO STOXX 50
®
Index
is composed of stocks denominated in euro. Because the level of the EURO STOXX 50
®
Index is also calculated in euro
(and not in U.S. dollars), the
|
performance of the EURO STOXX
50
®
Index will not be adjusted for exchange rate fluctuations between the U.S. dollar and the euro. Therefore, if
the euro strengthens or weakens relative to the U.S. dollar over the term of the securities, you will not receive any additional
payment or incur any reduction in your return on the securities.
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·
|
The Performance
of the fund
,
Particularly During Periods of Market Volatility
,
May Not Match the Performance of THE Tracked Index
or THE FUND’S NET ASSET VALUE per Share
— The performance
of the Fund may not match the performance of the Tracked Index due to a number of factors. For instance, the Fund may not hold
all or substantially all of the securities included in the Tracked Index and the Fund Advisor may invest a portion of the Fund’s
assets in securities not included in the Tracked Index. Therefore, the performance of the Fund is generally linked, in part, to
assets other than the securities included in the Tracked Index. Additionally, the performance of the Fund will reflect transaction
costs and fees that are not included in the calculation of the Tracked Index.
|
In addition, because the shares
of the Fund are traded on a securities exchange and are subject to supply and demand, the performance of one share of the Fund
may differ from the performance of the Tracked Index or the Fund’s net asset value (“
NAV
”) per share.
Furthermore, during periods of market volatility, securities or other assets held by the Fund may become unavailable in the secondary
market due to reduced liquidity or suspensions of, or limitations on, trading, making it difficult for market participants to accurately
calculate the NAV per share of the Fund and/or create, redeem or hedge shares of the Fund. In such circumstances, the prices at
which market participants are willing to buy and sell shares of the Fund may be significantly lower than the Fund’s NAV and
the liquidity of the shares of the Fund may be materially and adversely affected. Consequently, the performance of the Fund may
deviate significantly from the performance of the Tracked Index or the Fund’s NAV per share. These circumstances may or may
not constitute market disruption events and, in either case, your return on the securities may be determined based on the price
of the Fund when it deviates significantly from the performance of the Tracked Index or the Fund’s NAV per share. If this
occurs, the value of, and your return on, the securities may be materially and adversely affected.
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·
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THE POLICIES OF THE FUND ADVISOR AND CHANGES THAT AFFECT THE FUND OR THE TRACKED INDEX COULD ADVERSELY
AFFECT THE VALUE OF THE SECURITIES —
The policies of the Fund Advisor concerning the calculation
of the Fund’s NAV, additions, deletions or substitutions of securities or other assets or financial measures held by the
Fund, substitution of the Tracked Index and the manner in which changes affecting how the Tracked Index are reflected in the Fund
could adversely affect the price of the shares of the Fund and, therefore, the value of, and your return on, the securities. The
value of, and your return on, the securities could also be adversely affected if the Fund Advisor changes these policies, for example,
by changing the manner in which it calculates the Fund’s NAV, or if the Fund Advisor discontinues or suspends calculation
or publication of the Fund’s NAV, in which case it may become difficult to determine the value of the securities. If events
such as these occur or if the Closing Level of the Fund is not available on the Final Valuation Date because of a market disruption
event or for any other reason, the calculation agent, in certain circumstances, may determine the Closing Level of the Fund and
the Payment at Maturity in a manner it considers appropriate in its sole discretion.
|
Further, under continuous listing
standards adopted by the applicable exchange on which it is listed, the Fund will be required to confirm on an ongoing basis that
the components of the Tracked Index satisfy the applicable listing requirements. In the event that the Tracked Index does not comply
with the applicable listing requirements, the Fund would be required to rectify the non-compliance by requesting that the sponsor
of the Fund’s Tracked Index modify the Tracked Index, adopting a substitute Tracked Index or obtaining relief from the SEC.
There can be no assurance that the sponsor of the Tracked Index would modify the Tracked Index or that relief would be obtained
from the SEC and, therefore, non-compliance with the continuous listing standards may result in the Fund being delisted by the
applicable exchange. If the Fund were delisted by the applicable exchange, the calculation agent would calculate the appropriate
Closing Level applicable, of one share of the Fund based on the closing level of the Tracked Index, which may adversely affect
the value of the securities and any payment on the securities.
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·
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THE VALUE OF THE SECURITIES WILL NOT REFLECT DIVIDENDS OR OTHER DISTRIBUTIONS ON THE FUND —
The value of the securities will not reflect the value of actually owning shares of the Fund
and receiving the dividends or other distributions paid on the Fund (except in the limited circumstances set forth under “Description
of Securities — Anti-Dilution Adjustments — Anti-Dilution Adjustments for Funds” in the accompanying product
supplement). This is because the calculation agent will calculate any payment on the securities, in whole or in part, by reference
to the prices of the Fund without taking into consideration the value of dividends or other distributions paid on the Fund.
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|
·
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ANTI
-
DILUTION
PROTECTION IS LIMITED AND THE CALCULATION AGENT MAY MAKE ADJUSTMENTS IN ADDITION TO
,
OR THAT DIFFER FROM
,
THOSE SET
FORTH IN THE ACCOMPANYING PRODUCT SUPPLEMENT —
The calculation agent will make adjustments to the Share Adjustment Factor,
which will initially be set at 1.0, for certain events affecting the shares of the Fund. The calculation agent is not required,
however,
|
to
make such adjustments in response to all events that could affect the shares of the Fund. If such an event occurs that does not
require the calculation agent to make an adjustment, the value of the securities may be materially and adversely affected. In addition,
you should be aware that the calculation agent may, at its sole discretion, make adjustments to the Share Adjustment Factor or
any other terms of the securities that are in addition to, or that differ from, those described in the accompanying product supplement
to reflect changes occurring in relation to the Fund in circumstances where the calculation agent determines that it is appropriate
to reflect those changes to ensure an equitable result. Any alterations to the specified anti-dilution adjustments described in
the accompanying product supplement may be materially adverse to investors in the securities. You should read “Description
of Securities — Anti-Dilution Adjustments for Funds” in the accompanying product supplement in order to understand
the adjustments that may be made to the securities.
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·
|
THERE IS NO AFFILIATION BETWEEN THE
FUND OR THE UNDERLYING STOCK ISSUERS AND US AND WE HAVE NOT PARTICIPATED IN THE PREPARATION OF
,
OR VERIFIED
,
ANY
INFORMATION ABOUT THE FUND OR THE UNDERLYING STOCK ISSUERS
— We are not affiliated with the Fund or the other issuers
of the component stocks held by the Fund or included in the Tracked Index (such stocks, “
Underlying Stocks
,”
and the issuers of Underlying Stocks, “
Underlying Stock Issuers
”). However, we or our affiliates may currently,
or from time to time in the future, engage in business with the Underlying Stock Issuers, including extending loans to, making
equity investments in, acting as underwriter in connection with future offerings of the Underlying Stocks by, or providing advisory
services (including merger and acquisition advisory services) to, such Underlying Stock Issuers. In the course of this business,
we or our affiliates may acquire non-public information about the Underlying Stock Issuers and we will not disclose any such information
to you. Nevertheless, neither we nor our affiliates have participated in the preparation of, or verified, any information about
the Underlying Stocks or any of the Underlying Stock Issuers. You, as an investor in the securities, should make your own investigation
into the Underlying Stocks and the Underlying Stock Issuers. Neither the Fund nor any of the Underlying Stock Issuers is involved
in this offering in any way and none of them has any obligation of any sort with respect to your securities. The Fund has no obligation
to take your interests into consideration for any reason, including when taking any actions that would require the calculation
agent to adjust the Share Adjustment Factor, which may adversely affect the value of your securities
.
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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 prices or levels, as applicable, 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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|
·
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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 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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·
|
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 prices or levels, as applicable, 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 prices or levels, as applicable, 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:
|
|
o
|
whether the Closing Level of any of the Underlyings on any Observation Date is less than its Coupon
Barrier;
|
|
o
|
the expected volatility of the Underlyings;
|
|
o
|
the time remaining to the maturity of the securities;
|
|
o
|
the market prices and dividend rates of the shares of the Fund and the securities composing the
Underlyings;
|
|
o
|
the composition of the Underlyings;
|
|
o
|
the occurrence of certain events affecting the Fund that may or may not require an anti-dilution
adjustment;
|
|
o
|
the exchange rates between the U.S. dollar and the non-U.S. currencies that the stocks held by
the Fund are traded in;
|
|
o
|
interest rates and yields in the markets generally;
|
|
o
|
geopolitical conditions and economic, financial, political, regulatory or judicial events that
affect any of the Underlyings, the Tracked Index of the Fund or the markets generally;
|
|
o
|
supply and demand for the securities; and
|
|
o
|
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 prices or levels, as applicable,
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 prices or levels, as applicable, of one or more 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 prices or levels, as applicable, of one or more 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 Deutsche Bank Securities Inc. (“
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.
|
·
|
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 PRICES OR LEVELS, AS APPLICABLE, 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 prices or levels, as applicable, 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 also has some
discretion about certain adjustments to the Share Adjustment Factor and will 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 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.
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Historical
Information
The
following graphs set forth the historical performances of the iShares
®
MSCI Emerging Markets ETF, the Russell 2000
®
Index and the EURO STOXX 50
®
Index based on their daily closing prices or levels, as applicable, from October 12,
2013 through October 12, 2018. The closing price of the iShares
®
MSCI Emerging Markets ETF on October 12, 2018 was
$40.29. The closing level of the Russell 2000
®
Index on October 12, 2018 was 1,546.679. The closing level of EURO
STOXX 50
®
Index on October 12, 2018 was 3,194.41. Each graph below also indicates by a broken line the Coupon Barrier
equal to 70.00%, and Trigger Level equal to 50.00%, of the closing price or level, as applicable, of the relevant Underlying on
October 12, 2018. The actual Initial Level, Coupon Barrier and Trigger Level for each Underlying are set forth on the cover of
this pricing supplement.
We
obtained the historical closing prices and 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 prices and 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 iShares
®
MSCI Emerging Markets ETF, the Russell 2000
®
Index and the EURO STOXX 50
®
Index from October 12, 2013 through October 12, 2018, based on the daily closing prices
or levels, as applicable, of the Underlyings. For comparison purposes, each Underlying has been normalized to have a closing level
of 100.00 on October 12, 2013 by (1)
dividing
the closing price or level, as applicable, of that Underlying on
each day by the closing price or level, as applicable, of that Underlying on October 12, 2013 and (2)
multiplying
by
100.00. However, due to adjustments made in 2014 to the index tracked by the iShares
®
MSCI Emerging Markets ETF,
the historical performance of the iShares
®
MSCI Emerging Markets ETF may be of limited value in assessing its anticipated
future performance. Please see “Selected Risk Considerations — Past performance of the Underlyings is no guide to future
performance” in this pricing supplement for more information.
We
obtained the closing prices and 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 of the Observation Dates (including the Final Valuation
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 Underlyings 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 others. For additional information, please see “Selected Risk Considerations — Because the
securities are linked to the least performing of the three 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 price or level, as applicable, 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 prices or levels, as applicable, of both of those
Underlyings may decrease together.
In
addition, for each additional Underlying to which the securities are linked, there is a greater potential for one pair of Underlyings
to have low or negative correlation. Therefore, the greater the number of Underlyings, the greater the potential for a loss of
a significant portion or all of your investment at maturity. We determined the Contingent Coupon, Trigger Levels 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 or from a greater number of underlyings
is reflected in a higher Contingent Coupon than would be payable on, or lower Trigger Levels or Coupon Barriers for each Underlying
than would be offered for, securities linked to fewer underlyings that have a higher degree of correlation.
Supplemental Plan of Distribution
(
Conflicts
of Interest
)
DBSI,
acting as agent for Deutsche Bank AG, will not receive a discount or commission but will allow as a concession or reallowance to
other dealers discounts and commissions of 1.50% or $15.00 selling concession in connection with the sale of the 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.
The securities are not intended to be offered,
sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European
Economic Area. For these purposes, (a) a retail investor means a person who is one (or more) of: (i) a retail client as defined
in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “
MiFID II
”); (ii) a customer within the meaning
of Directive (EU) 2016/97, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1)
of MiFID II; or (iii) not a qualified investor as defined in the Directive 2003/71/EC; and (b) the expression “offer”
includes the communication in any form and by any means of sufficient information on the terms of the offer and the securities
to be offered so as to enable an investor to decide to purchase or subscribe the securities. Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the “
PRIIPs Regulation
”) for offering or selling the securities
or otherwise making them available to retail investors in the European Economic Area has been prepared and therefore offering or
selling the securities or otherwise making them available to any retail investor in the European Economic Area may be unlawful
under the PRIIPs Regulation.
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 or applications 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 July 30, 2018, 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 July 30, 2018, which has been filed as an exhibit to the registration statement
referred to above.
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