|
Pricing Supplement No. A6 dated November 25, 2024
(To Underlying Supplement No.1 dated April 26, 2024,
Product Supplement B dated April 26, 2024,
Prospectus Supplement dated April 26, 2024
and Prospectus dated April 26, 2024) |
Registration Statement No. 333-278331
Rule 424(b)(2) |
Deutsche Bank AG
$19,215,500 Trigger Autocallable GEARS
Linked to the Russell 2000® Index due on November
30, 2029
The Trigger Autocallable GEARS (the “Securities”)
are unsecured and unsubordinated obligations of Deutsche Bank AG (the “Issuer”) with returns linked to the performance
of the Russell 2000® Index (the “Underlying”). If the Closing Level of the Underlying on the Observation
Date is greater than or equal to the Autocall Barrier, the Securities will be automatically called, and the Issuer will pay you a Call
Price equal to the Face Amount of the Securities plus a Call Return. No further payments will be made on the Securities once they have
been automatically called, and you will not participate in any appreciation of the Underlying if the Securities are automatically called.
If the Securities are not automatically called and the Underlying Return is positive, the Issuer will pay the Face Amount of the Securities
at maturity plus a return equal to the Underlying Return multiplied by the Upside Gearing. If the Underlying Return is zero or negative
but the Final Underlying Level is greater than or equal to the Downside Threshold, the Issuer will repay the Face Amount of the Securities
at maturity. However, if the Final Underlying Level is less than the Downside Threshold, the Issuer will pay you a cash payment at maturity
that is less than the Face Amount, if anything, resulting in a percentage loss on the Face Amount of the Securities equal to the negative
Underlying Return. In this case, you will have full downside exposure to the Underlying from the Initial Underlying Level to the Final
Underlying Level, and will lose a significant portion, and possibly all, of your initial investment. Investing in the Securities involves
significant risks. You may lose a significant portion or all of your initial investment. You will not receive any interest payments or
dividends on the securities included in the Underlying. The Final Underlying Level is observed relative to the Downside Threshold only
on the Final Valuation Date, and the contingent repayment of principal feature applies only if you hold the Securities to maturity. Generally,
the higher the Call Return on a Security, the greater the risk of loss on that Security. Any payment on the Securities, including any
payment of the Face Amount at maturity, is subject to the credit of Deutsche Bank AG. If Deutsche Bank AG were to default on its payment
obligations or become subject to a resolution measure, you might not receive any amounts owed to you under the Securities and you could
lose your entire investment.
|
q Automatic
Call: If the Closing Level of the Underlying on the Observation Date is greater than or equal to the Autocall Barrier, the Securities
will be automatically called, and the Issuer will pay you a Call Price equal to the Face Amount of the Securities plus a Call Return.
No further payments will be made on the Securities once they have been automatically called, and you will not participate in any appreciation
of the Underlying if the Securities are automatically called.
q Enhanced
Growth Potential: If the Securities are not automatically called and the Underlying Return is positive, the Issuer will pay the Face
Amount of the Securities at maturity plus a return equal to the Underlying Return multiplied by the Upside Gearing. The Upside Gearing
feature will provide leveraged exposure to positive performance, if any, of the Underlying.
q Downside
Exposure with Contingent Repayment of Principal at Maturity: If the Securities are not automatically called and the Underlying Return
is zero or negative but the Final Underlying Level is greater than or equal to the Downside Threshold, the Issuer will repay the Face
Amount at maturity. However, if the Final Underlying Level is less than the Downside Threshold, the Issuer will repay less than the Face
Amount at maturity, if anything, resulting in a percentage loss on your investment equal to the negative Underlying Return. You may lose
a significant portion or all of your initial investment. Any payment on the Securities, including any payment of the Face Amount at maturity,
is subject to the credit of Deutsche Bank AG. |
|
Trade Date: |
November 25, 2024 |
| Settlement Date: |
November 29, 2024 |
| Observation Date: |
December 2, 2025 |
| Call Settlement Date: |
December 5, 2025 |
| Final Valuation Date: |
November 27, 2029 |
| Maturity Date: |
November 30, 2029 |
1 The Observation Date, the Call Settlement Date, the Final Valuation Date and the Maturity Date are subject to postponement. See “Terms of the Securities” on page PS-6 of this pricing supplement.
|
Notice to investors: The Securities are significantly riskier than
conventional debt instruments. The Issuer is not necessarily obligated to repay the full Face Amount of the Securities at maturity, and
the Securities may have the full downside market risk of the Underlying. This market risk is in addition to the credit risk inherent in
purchasing a debt obligation of the Issuer. You should not purchase the Securities if you do not understand or are not comfortable with
the significant risks involved in investing in the Securities.
You should carefully consider the risks described under “Selected
Risk Considerations” beginning on page PS–8 of this pricing supplement and “Risk Factors” beginning on page 10
of the accompanying product supplement, page PS–5 of the accompanying prospectus supplement and page 20 of the accompanying prospectus
before purchasing any Securities. Events relating to any of those risks, or other risks and uncertainties, could adversely affect the
market value of, and the return on, your Securities. You may lose a significant portion or all of your initial investment. The Securities
will not be listed on any securities exchange.
We are offering Trigger Autocallable GEARS linked
to the Russell 2000® Index. The Initial Underlying Level is the Closing Level (as defined in the accompanying product supplement)
of the Underlying on the Trade Date. The Securities are offered at a minimum investment of $1,000 (100 Securities).
| Underlying |
Call Return |
Upside Gearing |
Initial Underlying Level |
Autocall Barrier |
Downside Threshold |
CUSIP/ ISIN |
| Russell 2000® Index (RTY) |
12.00% |
1.41 |
2,442.031 |
2,442.031, which is 100% of the Initial Underlying Level |
1,831.523, which is 75% of the Initial Underlying Level (rounded to three decimal places) |
25160U379 / US25160U3793 |
The Issuer’s estimated value of the Securities
on the Trade Date is $9.698 per $10.00 Face Amount of Securities, which is less than the Issue Price. Please see “Issuer’s
Estimated Value of the Securities” on page PS-2 of this pricing supplement for additional information.
By acquiring the Securities, you
will be bound by and will be deemed irrevocably to consent to the imposition of any Resolution Measure (as defined below) by
the competent resolution authority, which may include the write down of all, or a portion, of any payment on the
Securities or the conversion of the Securities into ordinary shares or other instruments of ownership. If any Resolution Measure
becomes applicable to us, you may lose some or all of your investment in the Securities. Please see “Resolution
Measures” beginning on page 75 in the accompanying prospectus and “Resolution Measures and Deemed Agreement” on
page PS–3 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.
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.
| |
Price to Public |
Discounts and Commissions(1) |
Proceeds to Us |
| Per Security |
$10.00 |
$0.25 |
$9.75 |
| Total |
$19,215,500.00 |
$480,387.50 |
$18,735,112.50 |
| (1) | Deutsche Bank Securities Inc. (“DBSI”) and UBS Financial Services Inc (“UBS”)
are the agents in connection with the sale of the Securities. DBSI, one of the agents for this offering, is our affiliate. The agent’s
discounts and commissions indicated above do not include any profits that UBS, we or any of our or their respective affiliates expect
to realize from hedging activities. For more information, please see “Supplemental Plan of Distribution (Conflicts of Interest)”in
this pricing supplement. |
| UBS Financial Services Inc. |
Deutsche Bank Securities |
| 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 hedge counterparties, which will include UBS or its affiliates. Such hedging cost includes our or our hedge counterparty’s
expected cost of providing such hedge, as well as the profit we or our hedge counterparty 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 Settlement 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 |
Under German and European
laws 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. 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, of 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 the issue to or conferral on the holders (including the beneficial owners) of such ordinary
shares or instruments); and/or (iii) apply any other resolution measure, including, but not limited to, any transfer of the Securities
to another entity, the amendment, modification or variation of the terms and conditions of the Securities or the cancellation of the Securities.
The write-down and conversion powers are commonly referred to as the “bail-in tool” and the bail-in tool and each of the other
resolution measures are hereinafter referred to as a “Resolution Measure.” By acquiring the Securities, you will be
bound by and will be deemed irrevocably to consent to the imposition of any Resolution Measure by the competent resolution authority as
set forth in the accompanying prospectus dated April 26, 2024. Please read the risk factor “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” in this pricing supplement.
This is only a summary,
for more information please see the accompanying prospectus dated April 26, 2024, including the risk factors beginning on page 20 of such
prospectus.
| Additional Information About the Issuer and the Securities |
You should read this pricing
supplement together with underlying supplement No. 1 dated April 26, 2024, product supplement B dated April 26, 2024, the prospectus supplement
dated April 26, 2024 relating to our Senior Notes, Series A of which these Securities are a part and the prospectus dated April 26, 2024.
To the extent that disclosure in this pricing supplement is inconsistent with the disclosure in the underlying supplement, product supplement,
prospectus supplement or prospectus, the disclosure in this pricing supplement will control. 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 April 26, 2024: |
https://www.sec.gov/Archives/edgar/data/1159508/000095010324005869/crt_dp210214-424b2.pdf
| · | Product Supplement B dated April 26, 2024: |
https://www.sec.gov/Archives/edgar/data/1159508/000095010324005867/crt_dp210215-424b2.pdf
| · | Prospectus Supplement dated April 26, 2024: |
https://www.sec.gov/Archives/edgar/data/1159508/000095010324005861/crt_dp210217-424b2.pdf
| · | Prospectus dated April 26, 2024: |
https://www.sec.gov/Archives/edgar/data/1159508/000119312524118649/d776815d424b21.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 advisors before deciding to invest in the Securities.
| Investor Suitability |
The Securities may be appropriate for you if: |
|
The Securities may not be appropriate for you if: |
|
t You
fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire investment.
t You
can tolerate a loss of a significant portion or all of your initial investment, and you are willing to make an investment that may have
the full downside market risk of the Underlying.
t You
believe the Underlying will appreciate over the term of the Securities.
t You
believe the Closing Level of the Underlying is likely to be greater than or equal to the Autocall Barrier on the Observation Date, or
the Initial Underlying Level on the Final Valuation Date.
t You
are willing to invest in the Securities based on the Upside Gearing specified on the cover of this pricing supplement.
t You
understand and accept that, if the Securities are automatically called, you will not participate in any appreciation in the level of the
Underlying and your potential return is limited to the Call Return.
t You
can tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the Underlying.
t You
do not seek current income from this investment, and you are willing to forgo any dividends paid on the securities included in the Underlying.
t You
are willing and able to hold the Securities to maturity or earlier automatic call and accept that there may be little or no secondary
market for the Securities.
t You
understand and are willing to accept the risks associated with the Underlying.
t You
are willing and able to assume the credit risk of Deutsche Bank AG, as Issuer of the Securities, for all payments under the Securities
and you understand that, if Deutsche Bank AG defaults on its obligations or becomes subject to a Resolution Measure, you might not receive
any amounts due to you, including any payment of the Face Amount at maturity.
|
|
t You
do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire investment.
t You
cannot tolerate the loss of a significant portion or all of your initial investment, or you are not willing to make an investment that
may have the full downside market risk of the Underlying.
t You
believe the Underlying will depreciate over the term of the Securities and the Final Underlying Level is likely to be less than the Downside
Threshold.
t You
do not believe the Closing Level of the Underlying is likely to be greater than or equal to the Autocall Barrier on the Observation Date,
or the Initial Underlying Level on the Final Valuation Date.
t You
are unable or unwilling to invest in the Securities based on the Upside Gearing specified on the cover of this pricing supplement.
t You
do not understand or accept that, if the Securities are automatically called, you will not participate in any appreciation in the level
of the Underlying and your potential return is limited to the Call Return.
t You
cannot tolerate fluctuations in the price of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the Underlying.
t You
seek current income from this investment, or you would prefer to receive any dividends paid on the securities included in the Underlying.
t You
are unable or unwilling to hold the Securities to maturity or earlier automatic call, or you seek an investment for which there will be
an active secondary market.
t You
do not understand or are not willing to accept the risks associated with the Underlying.
t You
prefer the lower risk, and therefore accept the potentially lower returns, of fixed income investments with comparable maturities and
credit ratings that bear interest at a prevailing market rate.
t You
are unwilling or unable to assume the credit risk of Deutsche Bank AG, as Issuer of the Securities, for all payments under the Securities,
including any payment of the Face Amount at maturity. |
The
considerations identified above are not exhaustive. Whether or not the Securities are an appropriate investment for you will depend on
your individual circumstances, and you should reach an investment decision only after you and your investment, legal, tax, accounting
and other advisors have carefully considered the appropriateness of an investment in the Securities in light of your particular circumstances.
You should also review carefully the “Selected Risk Considerations” beginning on page PS-8 of this pricing supplement. For
more information about the Underlying, please see the section titled “The Russell 2000® Index” below.
| Terms of the Securities1 |
| Issuer: |
Deutsche Bank AG |
| Issue Price: |
100% of the Face Amount of Securities |
| Face Amount: |
$10 per Security |
| Underlying: |
Russell 2000® Index (Ticker: RTY) |
| Term2: |
Approximately 5 years, unless automatically called earlier |
| Automatic Call Feature: |
If the Closing Level of the Underlying on the Observation Date is greater than or equal to the Autocall Barrier, the Securities will be automatically called, and the Issuer will pay you a Call Price equal to the Face Amount of the Securities plus a Call Return. No further payments will be made on the Securities once they have been automatically called, and you will not participate in any appreciation of the Underlying if the Securities are automatically called. |
| Call Price: |
The Call Price per Security is $11.20, calculated based on the following
formula:
$10 + ($10 × Call Return) |
| Call Return: |
12.00% |
| Payment at Maturity: |
If the Securities are not automatically called, on the Maturity Date,
you will receive from the Issuer a cash payment per Security calculated as follows:
· If
the Underlying Return is positive, the Issuer will pay the Face Amount plus a return equal to the Underlying Return multiplied by
the Upside Gearing. Accordingly, the payment at maturity per Security would be calculated as follows:
$10 + ($10 × Underlying Return
× Upside Gearing)
· If
the Underlying Return is zero or negative but the Final Underlying Level is greater than or equal to the Downside Threshold, the Issuer
will repay the Face Amount at maturity of $10 per Security.
· If
the Underlying Return is negative and the Final Underlying Level is less than the Downside Threshold, the Issuer will repay less than
the Face Amount at maturity, if anything, resulting in a percentage loss on your investment equal to the negative Underlying Return. Accordingly,
the payment at maturity per Security would be calculated as follows:
$10 + ($10 × Underlying Return)
If the Securities are not automatically
called and the Final Underlying Level is less than the Downside Threshold, your investment is fully exposed to the decline in the Underlying,
and you will lose a significant portion or all of your initial investment at maturity. |
| Upside Gearing: |
1.41 |
| Underlying Return: |
Final Underlying Level – Initial Underlying Level
Initial Underlying Level |
| Initial Underlying Level: |
2,442.031, the Closing Level of the Underlying on the Trade Date. |
| Final Underlying Level: |
The Closing Level of the Underlying on the Final Valuation Date |
| Autocall Barrier |
2,442.031, which is equal to 100% of the Initial Underlying Level |
| Downside Threshold: |
1,831.523, which is equal to 75% of the Initial Underlying Level (rounded to three decimal places). |
| Senior Preferred: |
The Securities are “senior preferred” obligations of the Issuer, meaning that they are unsecured and unsubordinated obligations of the Issuer, ranking in priority to its senior non-preferred obligations, but junior to other liabilities, such as, for example, covered deposits held by natural persons and micro, small and medium-sized enterprises, all as further described herein and in the accompanying prospectus and prospectus supplement. |
______________
| 1 | Terms used in this pricing supplement, but not defined herein, shall have the meanings ascribed to them in the accompanying product
supplement. |
| 2 | The Observation Date, the Call Settlement Date, the Final Valuation Date and the Maturity Date are subject to postponement as described
under “Description of Securities—Adjustments to Valuation Dates and Payment Dates” in the accompanying product supplement. |
| Investment Timeline |
| |
Trade Date: |
|
The Initial Underlying Level is observed. The Autocall Barrier and Downside Threshold are determined and the Upside Gearing is set on the Trade Date. |
| |
 |
|
|
| |
Observation Date: |
|
If the Closing Level of the Underlying on the Observation Date is greater
than or equal to the Autocall Barrier, the Securities will be automatically called, and the Issuer will pay you a Call Price equal to
the Face Amount of the Securities plus a Call Return.
No further payments will be made on the Securities once they have
been automatically called, and you will not participate in any appreciation of the Underlying if the Securities are automatically called. |
| |
|
|
|
| |
Maturity Date: |
|
If the Securities are not automatically called, the Final Underlying
Level is observed and the Underlying Return is determined on the Final Valuation Date.
If the Underlying Return is positive, the Issuer will pay the
Face Amount plus a return equal to the Underlying Return multiplied by the Upside Gearing. Accordingly, the payment at maturity per Security
would be calculated as follows:
$10 + ($10 × Underlying Return × Upside
Gearing)
If the Underlying Return is zero or negative but the Final Underlying
Level is greater than or equal to the Downside Threshold, the Issuer will repay the Face Amount at maturity of $10 per Security.
If the Underlying Return is negative and the Final Underlying Level
is less than the Downside Threshold, the Issuer will repay less than the Face Amount at maturity, if anything, resulting in a percentage
loss on your investment equal to the negative Underlying Return. Accordingly, the payment at maturity per Security would be calculated
as follows:
$10 + ($10 × (Underlying Return)
If the Securities are not automatically
called and the Final Underlying Level is less than the Downside Threshold, your investment is fully exposed to the decline in the Underlying,
and you will lose a significant portion or all of your initial investment at maturity. |
Investing in the Securities involves significant
risks. The Issuer will not pay any interest on the Securities. You may lose a significant portion or all of your investment. The Final
Underlying Level is observed relative to the Downside Threshold only on the Final Valuation Date, and the contingent repayment of principal
feature applies only if you hold the Securities to maturity. Generally, the higher the Call Return on a Security, the greater the risk
of loss on that Security. Any payment on the Securities, including any payment of the Face Amount at maturity, is subject to the creditworthiness
of the Issuer. If Deutsche Bank AG were to default on its payment obligations or become subject to a resolution measure, you might not
receive any amounts owed to you under the Securities and you could lose your entire investment.
| Selected Risk Considerations |
An investment in the Securities involves significant risks. Investing
in the Securities is not equivalent to investing directly in the Underlying or in any of the securities included in the Underlying. Some
of the risks that apply to an investment in the Securities are summarized below, but we urge you to read the more detailed explanation
of risks relating to the Securities generally in the “Risk Factors” sections of the accompanying product supplement, prospectus
supplement and prospectus. We also urge you to consult your investment, legal, tax, accounting and other advisors before you invest in
the Securities.
Risks Relating to the Securities Generally
| · | Your Investment in the Securities May Result in a Loss of Your Initial
Investment — The Securities differ from ordinary debt securities in that we will not necessarily pay you the Face Amount per
Security at maturity. If the Securities are not automatically called, the return on the Securities at maturity is linked to the performance
of the Underlying and will depend on whether, and the extent to which, the Underlying Return is positive, zero or negative and, if the
Underlying Return is negative, whether the Final Underlying Level is less than the Downside Threshold. If the Securities are not automatically
called and the Final Underlying Level is less than the Downside Threshold, we will pay you a cash payment at maturity that is less than
the Face Amount, if anything, resulting in a percentage loss on the Face Amount of the Securities equal to the negative Underlying Return.
In this circumstance, you will lose a significant portion or all of your initial investment at maturity. |
| · | If the Securities are Automatically Called, Your Return Potential on the
Securities is Limited to the Call Return — If the Securities are automatically called, the return potential of the Securities
is limited to the Call Return, regardless of any appreciation of the Underlying, which may be significant. In addition, if the Securities
are automatically called, you will not benefit from the Upside Gearing, which only applies to the payment at maturity if the Underlying
Return is positive. |
| · | The Upside Gearing Applies Only If You Hold the Securities to Maturity
— You should be willing to hold your Securities to maturity. If you are able to sell your Securities prior to maturity in the secondary
market, if any, the return you receive likely will not reflect the full economic effect of the Upside Gearing or the Securities themselves
and may be less than the Upside Gearing times the Underlying’s return. You can receive the full benefit of the Upside Gearing only
if you hold the Securities to maturity. |
| · | Reinvestment Risk — If the Securities are automatically called,
the term of the Securities will be reduced. There is no guarantee that you would be able to reinvest the proceeds from an investment in
the Securities in a comparable investment with a similar level of risk in the event the Securities are automatically called prior to the
Maturity Date. If the Securities are not automatically called, you might be exposed to the full decline in the Underlying. |
| · | Any Payment on the Securities Will Be Determined Based on the Closing Levels
of the Underlying on the Dates Specified — Any payment on the Securities will be determined based on the Closing Levels of the
Underlying on the dates specified. You will not benefit from any more favorable value of the Underlying determined at any other time. |
| · | A Higher Call Return and/or a Lower Downside Threshold May Reflect Greater
Expected Volatility of the Underlying, Which is Generally Associated with a Greater Risk of Loss — Volatility is a measure of
the degree of variation in the level of the Underlying over a period of time. The greater the expected volatility of the Underlying at
the time the terms of the Securities are set, the greater the expectation is at that time that the Final Underlying Level will be less
than the Downside Threshold, which would result in a loss of a significant portion or all of your initial investment at maturity. However,
the Underlying’s volatility can change significantly over the term of the Securities. In addition, the economic terms of the Securities,
including the Call Return and the Downside Threshold, are based, in part, on the expected volatility of the Underlying at the time the
terms of the Securities are set, where a higher expected volatility will generally be reflected in a higher Call Return and/or a lower
Downside Threshold as compared to otherwise comparable securities. Accordingly, a higher Call Return will generally be indicative of a
greater risk of loss while a lower Downside Threshold does not necessarily indicate that the Securities have a greater likelihood of returning
your principal at maturity. You should be willing to accept the downside market risk of the Underlying and the potential loss of a significant
portion or all of your initial investment at maturity. |
| · | Contingent Repayment of Your Initial Investment Applies Only If You Hold
the Securities to Maturity — You should be willing to hold your Securities to maturity. If you are able to sell your Securities
prior to maturity in the secondary market, you may have to sell them at a substantial loss relative to your initial investment, even if
the level of the Underlying is greater than the Downside Threshold at the time of such sale. |
| · | No Interest Payments — Deutsche Bank AG will not pay any interest
payments with respect to the Securities. |
| · | The U.S. Federal Income Tax Consequences of an Investment in the Securities
are Uncertain — There is no direct legal authority regarding the proper U.S. federal income tax treatment of the Securities,
and significant aspects of the tax treatment of the Securities are uncertain. You should read the section entitled “Tax Consequences”
herein, in combination with the section entitled “U.S. Federal Income Tax Consequences” in the accompanying product supplement,
and consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Securities. |
Risks Relating to the Issuer
| · | The Securities are Subject to the Credit of Deutsche Bank AG —
The Securities are unsecured and 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, including any payment of the Face Amount per Security at maturity, 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. Any future downgrade could materially affect Deutsche Bank AG’s funding costs and cause
the trading price of the Securities to decline significantly. Additionally, under many derivative contracts to which Deutsche Bank AG
is a party, a downgrade could require it to post additional collateral, lead to terminations of contracts with accompanying payment obligations
or give counterparties additional remedies. In the event Deutsche Bank AG were to default on its obligations or become subject to a Resolution
Measure, you might not receive any amount(s) owed to you under the terms of the Securities and you could lose your entire investment.
| · | The Securities May Be Written Down, Be Converted into Ordinary Shares or
Other Instruments of Ownership or Become Subject to Other Resolution Measures. You May Lose Some or All of Your Investment If Any Such
Measure Becomes Applicable to Us |
| o | Resolution Measures could be imposed on us. German and European laws and regulations
provide German and European resolution authorities with a set of powers to intervene in the event that a bank is failing or likely to
fail and certain other conditions are met. Specifically, the competent resolution authority could impose Resolution Measures on us under
German and European laws and regulations 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. |
| o | If a Resolution Measure is imposed on us, you may lose some or all of your investment in
the Securities. A Resolution Measure may include: a write down, including to zero, of any claim for payment on the Securities; a conversion
of the Securities into ordinary shares of us, any group entity or any bridge bank or other instruments of ownership of such entities qualifying
as common equity tier 1 capital (and the issue to or conferral on the holders (including the beneficial owners) of such ordinary shares
or instruments); or the application of any other resolution measure including, but not limited to, any transfer of the Securities to another
entity, an amendment, modification or variation of the terms and conditions of the Securities or the cancellation of the Securities. The
competent resolution authority may apply Resolution Measures individually or in any combination. Therefore, 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. |
| o | If a Resolution Measure is imposed on us, the secondary market for the Securities may be
affected. 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. |
By
acquiring the Securities, you will be bound by and will be deemed irrevocably to consent to the imposition of any Resolution Measure by
the competent resolution authority. As a result, you would have no claim or other right against us arising out of any Resolution Measure
and the imposition of any Resolution Measure will not constitute a default or an event of default under the Securities, under the senior
indenture or for the purposes of, but only to the fullest extent permitted by, the Trust Indenture Act of 1939, as amended. In addition,
the trustee, the paying agent, issuing agent, registrar and The Depository Trust Company (“DTC”) and any direct participant
in DTC or other intermediary through which you hold such Securities may take any and all necessary action, or abstain from taking any
action, if required, to implement the imposition of any Resolution Measure 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.
For more information, including details on the particular German and European laws and regulations referenced above, please see the
accompanying prospectus dated April 26, 2024, including the risk factors beginning on page 20 of such prospectus.
Risks Relating to the Estimated Value of the Securities and any Secondary
Market
| · | 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 hedge counterparties, which will
include UBS or its affiliates. Such hedging cost includes our or our hedge counterparty’s expected cost of providing such hedge,
as well as the profit we or our hedge counterparty 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. |
| · | 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 Settlement 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.
| · | 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 level of the Underlying has increased since
the Trade Date. |
| · | Many Economic and Market Factors Will Affect the Value of the Securities
— Because the Securities can be thought of as securities that combine two components, a bond and an embedded derivative(s),
the terms and features of the Securities at issuance and the value of the Securities prior to maturity will be influenced by factors that
impact the value of bonds and embedded derivatives generally. While we expect that, generally, the level of the Underlying will affect
the value of the Securities more than any other single factor, the terms of the Securities at issuance and 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: |
| ¨ | the expected volatility of the Underlying; |
| ¨ | the time remaining to the maturity of the Securities; |
| ¨ | the market prices and dividend rates of the securities included in the Underlying;
|
| ¨ | the composition of the Underlying; |
| ¨ | interest rates and yields in the markets generally; |
| ¨ | geopolitical conditions and economic, financial, political, regulatory or
judicial events that affect the Underlying or the markets generally; |
| ¨ | supply and demand for the Securities; and |
| ¨ | our creditworthiness, including actual or anticipated downgrades in our credit
ratings. |
During the term of the Securities, their value may decline
significantly due to the factors described above even if the level of the Underlying remains unchanged from the Initial Underlying Level,
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.
Risks Relating to the Underlying
| · | Investing in the Securities is Not the Same as Investing in the Underlying
or the Stocks Composing the Underlying — The return on your Securities may not reflect the return you would realize on a hypothetical
direct investment in the Underlying or the securities included in the Underlying. |
| · | If the Level of the Underlying Changes, the Value of the Securities May
Not Change in the Same Manner — The Securities may trade quite differently from the level of the Underlying. Changes in the
level of the Underlying may not result in comparable changes in the value of the Securities. |
| · | No Dividend Payments or Voting Rights — As a holder of the Securities,
you will not have any voting rights or rights to receive cash dividends or other distributions or other rights that holders of the securities
included in the Underlying would have. |
| · | The Underlying Reflects the Price Return of the
Stocks Composing the Underlying, Not Their Total Return Including All Dividends and Other Distributions — The return on the
Securities is based on the performance of the Underlying, which reflects the changes in the market prices of the securities included in
the Underlying. It is not, however, linked to a “total return” version of the Underlying, which, in addition to reflecting
those price returns, would also reflect the reinvestment of all dividends and other distributions paid on the securities included in the
Underlying. |
| · | The Sponsor of the Underlying May Adjust the Underlying
in Ways That Affect the Level of the Underlying and Has No Obligation to Consider Your Interests — The sponsor of the Underlying
(the “Underlying Sponsor”) is responsible for calculating and maintaining the Underlying. The Underlying Sponsor can
add, delete or substitute the Underlying components or make other methodological changes that could change the level of the Underlying.
You should realize that the changing of Underlying components may affect the Underlying, as a newly added component may perform significantly
better or worse than the component it replaces. Additionally, the Underlying Sponsor may alter, discontinue or suspend calculation or
dissemination of the Underlying. Any of these actions could adversely affect the value of, and your return on, the Securities. The Underlying
Sponsor has no obligation to consider your interests in calculating or revising the Underlying. |
| · | Past Performance of the Underlying is No Guide
to Future Performance — The actual performance of the Underlying may bear little relation to the historical closing levels of
the Underlying and/or the hypothetical examples set forth elsewhere in this pricing supplement. We cannot predict the future performance
of the Underlying or whether the performance of the Underlying will result in the return of any of your investment. |
| · | The Notes are Subject to Small-Capitalization
Companies Risk — The Underlying tracks securities issued by companies with relatively small market capitalizations. These companies
often have greater stock price volatility, lower trading volume and less liquidity than large-capitalization companies. As a result, the
value of the Underlying may be more volatile than that of a market measure that does not track solely small-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 and may be less attractive to many investors
if they do not pay dividends. In addition, small-capitalization companies are often 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.
Small-capitalization companies are often subject to less analyst coverage and may be in early, and less predictable, periods of their
corporate existences. Small-capitalization companies tend to have lower revenues, less diverse product lines, smaller shares of their
target markets, fewer financial resources and fewer competitive strengths than large-capitalization companies. These companies may also
be more susceptible to adverse developments related to their products or services. |
Risks Relating to Conflicts of Interest
| · | Trading and Other Transactions by Us, UBS or Our or Its 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 with one or more hedge counterparties, which will include UBS or its affiliates. We,
UBS or our or its affiliates may also engage in trading in instruments linked or related to the Underlying 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 level of the Underlying
and, therefore, make it less likely that you will receive a positive return on your investment in the Securities. It is possible that
we, UBS or our or its affiliates could receive substantial returns from these hedging and trading activities while the value of the Securities
declines. We, UBS or our or its affiliates may also issue or underwrite other securities
or financial or derivative instruments with returns linked or related to the Underlying. To the extent that we, UBS or our or its affiliates
serve as issuer, agent or underwriter for such securities or financial or derivative instruments, our, UBS’ or our or its
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 level of the Underlying and the value of the Securities.
Any of the foregoing activities described in this paragraph may reflect trading strategies that differ from, or are in direct opposition
to, investors’ trading and investment strategies related to the Securities. Furthermore, because DBSI, UBS or one of its affiliates
is expected to conduct trading and hedging activities for us in connection with the Securities, DBSI, UBS or such affiliates may profit
in connection with such trading and hedging activities and such profit, if any, will be in addition to any compensation that DBSI or UBS
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 or UBS to sell the Securities to you in addition to any compensation they would receive for the
sale of the Securities. |
| · | We, UBS or Our or Its 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 Level of the Underlying and the Value of the Securities — We, UBS or our or its
affiliates may publish research from time to time on financial markets and other matters that could adversely affect the level of the
Underlying 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, UBS or our or its 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 Underlying. |
| · | Potential Conflicts of Interest — Deutsche
Bank AG or its affiliates may engage in business with the issuers of the securities included in the Underlying, which may present a conflict
between Deutsche Bank AG and you, as a holder of the Securities. We and our affiliates play a variety of roles in connection with the
issuance of the Securities, including acting as calculation agent, hedging our obligations under the Securities and determining the Issuer’s
estimated value of the Securities on the Trade Date and the price, if any, at which we or our affiliates would be willing to purchase
the Securities from you in secondary market transactions. In performing these roles, our economic interests and those of our affiliates
are potentially adverse to your interests as an investor in the Securities. The calculation agent will determine, among other things,
all values, prices and levels required to be determined for the purposes of the Securities on any relevant date or time. The calculation
agent will also be responsible for determining whether a market disruption event has occurred and make other determinations with respect
to the Underlying under the circumstances described in the product supplement. In making these determinations, the calculation agent may
be required to make discretionary judgments. In making these discretionary judgments, the fact that we are the calculation agent may cause
us to have economic interests that are adverse to your interests as an investor in the Securities, and our determinations as calculation
agent may adversely affect your return on the Securities. |
| Hypothetical Examples and Return Table of the Securities |
Hypothetical terms only. Actual terms may vary.
See the cover page for actual offering terms.
The tables and examples below illustrate the payment
upon an automatic call or at maturity for a $10 Face Amount Security on a hypothetical offering of Securities under various scenarios,
with the assumptions set forth in the table below. The terms used for purposes of these hypothetical examples do not represent the actual
Initial Underlying Level, Autocall Barrier, Downside Threshold or Call Return. The hypothetical Initial Underlying Level of 100.00 has
been chosen for illustrative purposes only and does not represent the actual Initial Underlying Level. The actual Initial Underlying Level,
Autocall Barrier and Downside Threshold are set forth under “Terms of the Securities” above. For historical data regarding
the actual Closing Levels of the Underlying, see the historical information set forth herein. These examples are for purposes of illustration
only and the values used in the examples may have been rounded for ease of analysis.
| Term: |
Approximately 5 years (unless called earlier) |
| Hypothetical Initial Underlying Level: |
100.00 |
| Hypothetical Autocall Barrier |
100.00 (100% of the hypothetical Initial Underlying Level) |
| Hypothetical Upside Gearing: |
1.05 |
| Hypothetical Downside Threshold: |
90.00 (90% of the hypothetical Initial Underlying Level) |
| Hypothetical Call Return: |
10.00% |
Hypothetical
Payment upon an Automatic Call
|
Closing Level of Underlying
on Observation Date |
Underlying
Return1 |
Payment
upon Automatic Call |
Total Return on
Securities upon Automatic Call2 |
| 180.00 |
80.00% |
$11.00 |
10.00% |
| 170.00 |
70.00% |
$11.00 |
10.00% |
| 160.00 |
60.00% |
$11.00 |
10.00% |
| 150.00 |
50.00% |
$11.00 |
10.00% |
| 140.00 |
40.00% |
$11.00 |
10.00% |
| 130.00 |
30.00% |
$11.00 |
10.00% |
| 120.00 |
20.00% |
$11.00 |
10.00% |
| 110.00 |
10.00% |
$11.00 |
10.00% |
| 105.00 |
5.00% |
$11.00 |
10.00% |
| 100.00 |
0.00% |
$11.00 |
10.00% |
| 95.00 |
-5.00% |
N/A |
N/A |
| 90.00 |
-10.00% |
N/A |
N/A |
| 80.00 |
-20.00% |
N/A |
N/A |
| 70.00 |
-30.00% |
N/A |
N/A |
| 60.00 |
-40.00% |
N/A |
N/A |
| 50.00 |
-50.00% |
N/A |
N/A |
| 40.00 |
-60.00% |
N/A |
N/A |
| 30.00 |
-70.00% |
N/A |
N/A |
| 20.00 |
-80.00% |
N/A |
N/A |
| 10.00 |
-90.00% |
N/A |
N/A |
| 0.00 |
-100.00% |
N/A |
N/A |
| 1 |
As used in this table, the “underlying return” is equal to (i) the Closing Level of the Underlying on the Observation Date minus the Initial Underlying Level divided by (ii) the Initial Underlying Value, expressed as a percentage. |
| 2 |
The “total return” is the number, expressed as a percentage, that results from comparing the payment upon automatic call to the purchase price of $10 per Security. |
Example 1 – Securities
are Automatically Called on the Observation Date
| Date |
|
Closing Level |
|
Payment (per Security) |
| Observation Date |
|
130.00 |
|
Closing Level of Underlying at or above Autocall Barrier; Securities are automatically called; Issuer pays the Call Price on the Call Settlement Date. |
| Call Price (per Security): |
|
$11.00 |
| Total Return: |
|
10.00% |
Because the Closing Level of the
Underlying is greater than or equal to the Autocall Barrier on the Observation Date, the Securities are automatically called on the Observation
Date. The Issuer will pay you on the Call Settlement Date a Call Price of $11.00 per Security for a total return of 10.00% on the Securities.
No further amounts will be owed to you under the Securities.
As indicated in this example, if the Securities are automatically
called, your return on the Securities will not exceed the Call Return, regardless of any appreciation of the Underlying, which may be
significant.
Hypothetical Payment at Maturity if the Securities are NOT Automatically
Called:
| Final Underlying Level |
Underlying
Return |
Payment
at Maturity |
Total Return on
Securities at Maturity1 |
| 180.00 |
80.00% |
$18.400 |
84.00% |
| 170.00 |
70.00% |
$17.350 |
73.50% |
| 160.00 |
60.00% |
$16.300 |
63.00% |
| 150.00 |
50.00% |
$15.250 |
52.50% |
| 140.00 |
40.00% |
$14.200 |
42.00% |
| 130.00 |
30.00% |
$13.150 |
31.50% |
| 120.00 |
20.00% |
$12.100 |
21.00% |
| 110.00 |
10.00% |
$11.050 |
10.50% |
| 105.00 |
5.00% |
$10.525 |
5.25% |
| 100.00 |
0.00% |
$10.000 |
0.00% |
| 95.00 |
-5.00% |
$10.000 |
0.00% |
| 90.00 |
-10.00% |
$10.000 |
0.00% |
| 89.00 |
-11.00% |
$8.900 |
-11.00% |
| 80.00 |
-20.00% |
$8.000 |
-20.00% |
| 70.00 |
-30.00% |
$7.000 |
-30.00% |
| 60.00 |
-40.00% |
$6.000 |
-40.00% |
| 50.00 |
-50.00% |
$5.000 |
-50.00% |
| 40.00 |
-60.00% |
$4.000 |
-60.00% |
| 30.00 |
-70.00% |
$3.000 |
-70.00% |
| 20.00 |
-80.00% |
$2.000 |
-80.00% |
| 10.00 |
-90.00% |
$1.000 |
-90.00% |
| 0.00 |
-100.00% |
$0.000 |
-100.00% |
| 1 |
The “total return” is the number, expressed as a percentage, that results from comparing the payment at maturity per Security to the purchase price of $10 per Security. |
Example
2 – Securities are NOT Automatically Called and the Final Underlying Level is Above the Initial Underlying Level
| Date |
|
Closing Level |
|
Payment (per Security) |
| Observation Date |
|
85.00 |
|
Closing Level of Underlying below Autocall Barrier; Securities NOT automatically called |
| Final Valuation Date |
|
110.00 |
|
Closing Level of Underlying above Initial Underlying Level; Issuer pays Face Amount plus a return equal to the Underlying Return times the Upside Gearing on the Maturity Date. |
| Payment at Maturity (per Security): |
|
$11.05 |
| Total Return: |
|
10.50% |
Because the Closing Level of the Underlying is less than the Autocall
Barrier on the Observation Date, the Securities are not automatically called. The Closing Level of the Underlying increases 10.00% from
the Initial Underlying Level of 100.00 to a Final Underlying Level of 110.00, resulting in an Underlying Return of 10.00%.
Because the Underlying Return of 10.00% is positive, the Issuer will
pay a payment at maturity calculated as follows per Security:
$10 + ($10 × Underlying Return × Upside
Gearing)
$10 + ($10 × 10.00% × 1.05) = $10 +
$1.05 = $11.05
The payment at maturity of $11.05 per Security represents a total return
on the Securities of 10.50%.
Example 3 – Securities are NOT Automatically Called and the
Final Underlying Level is At or Below the Initial Underlying Level but At or Above the Downside Threshold
| Date |
|
Closing Level |
|
Payment (per Security) |
| Observation Date |
|
85.00 |
|
Closing Level of Underlying below Autocall Barrier; Securities NOT automatically called |
| Final Valuation Date |
|
95.00 |
|
Closing Level of Underlying below Initial Underlying Level but at or above Downside Threshold; Issuer repays Face Amount on the Maturity Date. |
| Payment at Maturity (per Security): |
|
$10.00 |
| Total Return: |
|
0.00% |
Because the Closing Level of the Underlying is less than the Autocall
Barrier on the Observation Date, the Securities are not automatically called. The Closing Level of the Underlying decreases 5.00% from
the Initial Underlying Level of 100.00 to a Final Underlying Level of 95.00, resulting in an Underlying Return of -5.00%.
Because the Underlying Return is negative but the Final Underlying Level
is greater than or equal to the Downside Threshold, the Issuer will repay the Face Amount at maturity of $10.00 per Security.
The payment at maturity of $10.00 per Security represents a total return
on the Securities of 0.00%.
Example 4 – Securities are NOT Automatically Called and the
Final Underlying Level is Below the Downside Threshold
| Date |
|
Closing Level |
|
Payment (per Security) |
| Observation Date |
|
85.00 |
|
Closing Level of Underlying below Autocall Barrier; Securities NOT automatically called |
| Final Valuation Date |
|
50.00 |
|
Closing Level of Underlying below Downside Threshold; Issuer will repay less than the Face Amount resulting in a percentage loss on your investment equal to the negative Underlying Return. |
| Payment at Maturity (per Security): |
|
$5.00 |
| Total Return: |
|
-50.00% |
Because the Closing Level of the Underlying is less than the Autocall
Barrier on the Observation Date, the Securities are not automatically called. The Closing Level of the Underlying decreases 50.00% from
the Initial Underlying Level of 100.00 to a Final Underlying Level of 50.00, resulting in an Underlying Return of -50.00%.
Because the Underlying Return is negative and the Final Underlying Level
is less than the Downside Threshold, the Issuer will pay a payment at maturity calculated as follows per Security:
$10 + ($10 × Underlying Return)
$10 + ($10 × -50.00%) = $10 + -$5 = $5.00
The payment at maturity of $5.00 per Security represents a loss on the
Securities of 50.00%, which reflects the Underlying Return of -50.00%.
If the Securities are not automatically called
and the Final Underlying Level is less than the Downside Threshold, at maturity the Issuer will repay less than the Face Amount, if anything,
resulting in a percentage loss on your investment equal to the negative Underlying Return. In this case, you will have full downside exposure
to the Underlying from the Initial Underlying Level to the Final Underlying Level, and will lose a significant portion, and possibly all,
of your investment.
The Russell
2000® Index measures the capitalization-weighted price performance of 2,000 U.S. small-capitalization stocks listed on
eligible U.S. exchanges and is designed to track the performance of the small-capitalization segment of the U.S. equity market. For more
information about the Russell 2000® Index, see “Indices—The Russell Indices” in the accompanying underlying
supplement.
Historical Information
The graph
below illustrates the performance of the Russell 2000® Index from January 2, 2019 to November 25, 2024. The Closing Level
of the Russell 2000® Index on November 25, 2024 was 2,442.031. The dotted line represents the Downside Threshold of 1,831.523,
which is equal to 75% of the Closing Level of the Russell 2000® Index on November 25, 2024 (rounded to three decimal places).
We obtained
the Closing Levels of the Russell 2000® Index from Bloomberg Finance L.P., without independent verification. The historical
Closing Levels of the Russell 2000® Index should not be taken as an indication of future performance and no assurance can
be given as to the Closing Level of the Russell 2000® Index on the Observation Date and the Final Valuation Date. We cannot
give you assurance that the performance of the Russell 2000® Index will not result in a loss on your initial investment.
Generally,
this discussion assumes that you purchased the Securities for cash in the original issuance at the stated issue price and does not address
other circumstances specific to you, including consequences that may arise due to any other investments relating to the Underlying. You
should consult your tax adviser regarding the effect any such circumstances may have on the U.S. federal income tax consequences of your
ownership of a Security.
In the opinion of our special tax counsel, Davis Polk & Wardwell
LLP, which is based on current market conditions, it is reasonable to treat the Securities for U.S. federal income tax purposes as prepaid
financial contracts that are not debt, as more fully described in “U.S. Federal Income Tax Consequences — Tax Consequences
to U.S. Holders — Securities That We Treat as Prepaid Financial Contracts That Are Not Debt” in the accompanying product supplement.
There is uncertainty regarding this treatment, and there are other reasonable treatments that the Internal Revenue Service (the “IRS”)
or a court may adopt, which, if applied, could be adverse to you. Generally, if this treatment is respected, (i) you should not recognize
taxable income or loss prior to the taxable disposition of your Securities (including upon maturity or an earlier redemption, if applicable)
and (ii) the gain or loss on your Securities should be treated as short-term capital gain or loss unless you have held the Securities
for more than one year, in which case your gain or loss should be treated as long-term capital gain or loss.
We do not plan to request a ruling from the IRS regarding the treatment
of the Securities. An alternative characterization of the Securities could materially and adversely affect the tax consequences of ownership
and disposition of the Securities, including the timing and character of income recognized. See the section entitled “U.S. Federal
Income Tax Consequences — Tax Consequences to U.S. Holders — Securities That We Treat as Prepaid Financial Contracts That
Are Not Debt — Consequences if a Security Is Recharacterized as a Debt Instrument” in the accompanying product supplement.
In addition, the U.S. Treasury Department and the IRS have requested comments on various issues regarding the U.S. federal income tax
treatment of “prepaid forward contracts” and similar financial instruments and have indicated that such transactions may be
the subject of future regulations or other guidance. Furthermore, members of Congress have proposed legislative changes to the tax treatment
of derivative contracts. Any legislation, Treasury regulations or other guidance promulgated after consideration of these issues could
materially and adversely affect the tax consequences of an investment in the Securities, possibly with retroactive effect.
Non-U.S. holders. As discussed under “U.S. Federal Income
Tax Consequences — Tax Consequences to Non-U.S. Holders — Withholding Under Section 871(m) of the Code” in the accompanying
product supplement, Section 871(m) of the Internal Revenue Code and Treasury regulations promulgated thereunder (“Section 871(m)”)
generally impose a 30% withholding tax on dividend equivalents paid or deemed paid to non-U.S. holders (as defined in the accompanying
product supplement) 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, generally as of the first business day of the calendar year in which the
relevant issuance is priced. In addition, the Treasury regulations, as modified by an IRS notice, exempt financial instruments issued
prior to January 1, 2027 that do not have a “delta” of one. Based on certain determinations made by us, our special tax counsel
is of the opinion that these regulations 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.
We will not be required to pay any additional amounts with respect to
U.S. federal withholding taxes.
You should read the section entitled “U.S. Federal Income Tax
Consequences” in the accompanying product supplement. 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. You should also consult your tax adviser regarding the U.S. federal income tax consequences of an investment in the Securities,
including possible alternative treatments, as well as tax consequences arising under the laws of any state, local or non-U.S. taxing jurisdiction.
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.”
| Supplemental Plan of Distribution (Conflicts of Interest) |
UBS Financial Services Inc. and its affiliates,
and DBSI, acting as agents for Deutsche Bank AG, will receive or allow as a concession or reallowance to other dealers discounts and commissions
in the amount indicated on the cover hereof. We will agree that UBS Financial Services Inc. may sell all or part of the Securities that
it purchases from us to investors at the price to public indicated on the cover of this pricing supplement, or to its affiliates at the
price to public indicated on the cover of this pricing supplement minus a concession not to exceed the discounts and commissions indicated
on the cover.
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 with one or more hedge counterparties, which will include UBS or its affiliates. The agent’s
discounts and commissions indicated on the cover hereof do not include any profits that UBS, we or any of our or their respective affiliates
expect to realize from such hedging activities. See “Selected Risk Considerations” herein for additional considerations
relating to hedging activities.
DBSI, one of the agents 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 arrangements for this offering must comply with the requirements of FINRA Rule 5121 regarding a FINRA member firm’s
distribution of the securities of an affiliate and related conflicts of interest. In accordance with FINRA Rule 5121, DBSI may not make
sales in this offering of the Securities to any of its discretionary accounts without the prior written approval of the customer. Please
see “Plan of Distribution (Conflicts of Interest)” in the accompanying product supplement.
In the opinion of Davis Polk & Wardwell LLP,
as special United States products counsel to the Issuer, when the notes offered by this pricing supplement have been issued by the Issuer
pursuant to the Indenture, the trustee and/or paying agent has made, in accordance with the instructions from the Issuer, the appropriate
entries or notations in its records relating to the master global note that represents such notes (the “master note”), and
such notes have been delivered against payment as contemplated herein, such notes will be valid and binding obligations of the Issuer,
enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights
generally, concepts of reasonableness and equitable principles of general applicability (including, without limitation, concepts of good
faith, fair dealing and the lack of bad faith) and possible judicial or regulatory actions or applications giving effect to governmental
actions or foreign laws affecting creditors’ rights, provided that such counsel expresses no opinion as to 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 April 26, 2024, 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 master note 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 April
26, 2024, which has been filed as an exhibit to the Registration Statement referred to above.
424B2
EX-FILING FEES
0001159508
333-278331
0001159508
2024-11-26
2024-11-26
iso4217:USD
xbrli:pure
xbrli:shares
Ex-Filing Fees
CALCULATION OF FILING FEE TABLES
F-3
DEUTSCHE BANK AKTIENGESELLSCHAFT
Narrative Disclosure
The maximum aggregate offering price of the securities to which the prospectus relates is $19,215,500. The
prospectus is a final prospectus for the related offering.
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