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PRICING SUPPLEMENT No. 2502B
Filed Pursuant to Rule 424(b)(2)
Registration Statement No. 333-206013
Dated August 26, 2015
$3,471,500 Deutsche Bank AG Trigger Performance Securities
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Linked to the Russell 2000® Index due August
29, 2025
The Trigger Performance Securities (the “Securities”)
are unsubordinated and unsecured obligations of Deutsche Bank AG, London Branch (the “Issuer”) with returns
linked to the performance of the Russell 2000® Index (the “Index”). If the Index Return is positive,
for each $10.00 Face Amount of Securities, Deutsche Bank AG will repay the Face Amount at maturity and pay a return on the Face
Amount equal to the Index Return multiplied by the Participation Rate of 154.50%. If the Index Return is zero or negative and the
Final Level is greater than or equal to the Trigger Level, Deutsche Bank AG will repay the Face Amount per $10.00 Face Amount of
Securities at maturity. However, if the Final Level is less than the Trigger Level, you will be fully exposed to the negative Index
Return and, for each $10.00 Face Amount of Securities, Deutsche Bank AG will pay you less than the Face Amount at maturity, resulting
in a loss on the Face Amount to investors that is proportionate to the percentage decline in the level of the Index. Investing
in the Securities involves significant risks. You will not receive coupon payments during the 10-year term of the Securities. You
may lose a significant portion or all of your initial investment. You will not receive dividends or other distributions paid on
any stocks included in the Index. The contingent repayment of the Face Amount applies only if you hold the Securities to maturity.
Any payment on the Securities, including any repayment of the Face Amount provided at maturity, is subject to the creditworthiness
of the Issuer. If the Issuer were to default on its payment obligations or become subject to a Resolution Measure (as described
on page 2), you might not receive any amounts owed to you under the terms of the Securities and you could lose your entire investment.
| Features |
|
Key
Dates |
|
q Participation
in Positive Index Returns: If the Index Return is positive, for each $10.00 Face Amount of Securities, the Issuer will repay
the Face Amount at maturity and pay a return on the Face Amount equal to the Index Return multiplied by the Participation Rate.
If the Index Return is negative, investors may be exposed to the decline in the level of the Index at maturity.
q
Downside Exposure with Contingent Repayment of the Face Amount at Maturity: If the Index Return is zero or negative and
the Final Level is greater than or equal to the Trigger Level, the Issuer will repay the Face Amount per $10.00 Face Amount
of Securities at maturity. However, if the Final Level is less than the Trigger Level, you will be fully exposed to the
negative Index Return and, for each $10.00 Face Amount of Securities, the Issuer will pay you less than the Face Amount at
maturity, resulting in a loss on the Face Amount to investors that is proportionate to the percentage decline in the level of
the Index. The contingent repayment of the Face Amount applies only if you hold the Securities to maturity. You may lose a
significant portion or all of your initial investment. Any payment on the Securities is subject to the creditworthiness of
the Issuer. If the Issuer 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 terms of the Securities and you could lose your entire investment.
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Trade Date
Settlement Date
Final Valuation Date1
Maturity Date1
1 See page 4 for
additional details
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August 26, 2015
August 31, 2015
August 25, 2025
August 29, 2025
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NOTICE TO INVESTORS: THE SECURITIES ARE SIGNIFICANTLY RISKIER
THAN CONVENTIONAL DEBT SECURITIES. THE ISSUER IS NOT NECESSARILY OBLIGATED TO REPAY THE FULL FACE AMOUNT OF SECURITIES AT MATURITY,
AND THE SECURITIES CAN HAVE DOWNSIDE MARKET RISK SIMILAR TO THE INDEX. THIS MARKET RISK IS IN ADDITION TO THE CREDIT RISK INHERENT
IN PURCHASING AN OBLIGATION OF DEUTSCHE BANK AG. 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. THE SECURITIES WILL NOT BE LISTED ON ANY SECURITIES EXCHANGE.
YOU SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED UNDER “KEY
RISKS” BEGINNING ON PAGE 5 OF THIS PRICING SUPPLEMENT AND UNDER “RISK FACTORS” BEGINNING ON PAGE 7 OF THE ACCOMPANYING
PRODUCT SUPPLEMENT, PAGE PS-5 OF THE ACCOMPANYING PROSPECTUS SUPPLEMENT AND PAGE 12 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 IN THE SECURITIES.
We are offering Trigger Performance Securities linked to the
performance of the Russell 2000® Index. The Securities are not subject to a predetermined maximum gain and, accordingly,
any return at maturity will be determined by the performance of the Index. The Securities are our unsubordinated and unsecured
obligations and are offered for a minimum investment of 100 Securities at the price to public described below.
| Index |
Initial Level |
Participation Rate |
Trigger Level |
CUSIP / ISIN |
| Russell 2000® Index (Ticker: RTY) |
1,132.188 |
154.50% |
566.094, equal to 50.00% of the Initial Level |
25190J550 / US25190J5508 |
See “Additional Terms Specific to the Securities”
in this pricing supplement. The Securities will have the terms specified in underlying supplement No. 1 dated August 17, 2015,
product supplement B dated July 31, 2015, the prospectus supplement dated July 31, 2015 relating to our Series A global notes of
which these Securities are a part, the prospectus dated July 31, 2015 and this pricing supplement.
The Issuer’s estimated value of the Securities
on the Trade Date is $9.023 per $10.00 Face Amount of Securities, which is less than the Issue Price. Please see “Issuer’s
Estimated Value of the Securities” on the following page of this pricing supplement for additional 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 No. 1, product supplement B, prospectus supplement or prospectus.
Any representation to the contrary is a criminal offense.
The Securities are not bank 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.
| Offering
of Securities |
Price
to Public |
Discounts
and Commissions(1) |
Proceeds
to Us |
| Trigger Performance Securities
linked to the Russell 2000® Index |
|
|
|
| Per Security |
$10.00 |
$0.50 |
$9.50 |
| Total |
$3,471,500.00 |
$173,575.00 |
$3,297,925.00 |
| (1) | For more information about discounts and commissions, please see “Supplemental Plan of Distribution (Conflicts of Interest)”
on the last page of this pricing supplement. |
Deutsche Bank Securities Inc. (“DBSI”)
is our affiliate. For more information see “Supplemental Plan of Distribution (Conflicts of Interest)” on the last
page of this pricing supplement.
CALCULATION
OF REGISTRATION FEE
| Title of Each Class of Securities Offered |
Maximum Aggregate Offering Price |
Amount of Registration Fee |
| Notes |
$3,471,500.00 |
$403.39 |
| 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
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 sixteen 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.
Under the German Recovery and Resolution Act (Sanierungs-
und Abwicklungsgesetz, or “Resolution Act”), which became effective on January 1, 2015, the Securities may
be subject to any Resolution Measure by our competent resolution authority if we become, or are deemed by our 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. A “Resolution Measure” may include:
(i) a write down, including to zero, of any payment (or delivery obligations) on the Securities; (ii) a conversion of the Securities
into ordinary shares or other instruments qualifying as core equity tier 1 capital; and/or (iii) any other resolution measure,
including (but not limited to) a transfer of the Securities to another entity, an amendment of the terms and conditions of the
Securities or the cancellation of the Securities. By acquiring the Securities, you will be bound by and will be deemed to consent
to the imposition of any Resolution Measure by our competent resolution authority as set forth in the accompanying prospectus dated
July 31, 2015. Please read the risk factor “The Securities may become subordinated to the claims of other creditors, be
written down, be converted 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 and see the prospectus for further information.
| Additional
Terms Specific to the Securities |
You should read this pricing supplement, together with underlying
supplement No. 1 dated August 17, 2015, product supplement B dated July 31, 2015, the prospectus supplement dated July 31, 2015
relating to our Series A global notes of which these Securities are a part and the prospectus dated July 31, 2015. 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):
| ¨ | Product
supplement B dated July 31, 2015: |
http://www.sec.gov/Archives/edgar/data/1159508/000095010315006059/crt_dp58181-424b2.pdf
Deutsche Bank AG has filed a registration statement (including
a prospectus) with the Securities and Exchange Commission for the offering to which this pricing supplement relates. Before you
invest in the Securities offered hereby, you should read these documents and any other documents relating to this offering that
Deutsche Bank AG has filed with the SEC for more complete information about Deutsche Bank AG and this offering. You may obtain
these documents without cost by visiting EDGAR on the SEC website at www.sec.gov. Our Central Index Key, or CIK, on the SEC website
is 0001159508. Alternatively, Deutsche Bank AG, any agent or any dealer participating in this offering will arrange to send you
the prospectus, prospectus supplement, product supplement, underlying supplement and this pricing supplement if you so request
by calling toll-free 1-800-311-4409.
References to “Deutsche Bank AG,” “we,”
“our” and “us” refer to Deutsche Bank AG, including, as the context requires, acting through one of its
branches. In this pricing supplement, “Securities” refers to the Trigger Performance Securities that are offered hereby,
unless the context otherwise requires.
If the terms described in this pricing supplement are inconsistent
with those described in the accompanying underlying supplement, product supplement, prospectus supplement or prospectus, the terms
described in this pricing supplement shall control.
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 “Key Risks” in this pricing supplement and “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.
The suitability considerations identified
below are not exhaustive. Whether or not the Securities are a suitable 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 advisers have
carefully considered the suitability of an investment in the Securities in light of your particular circumstances. You should also
review “Key Risks” on page 5 of this pricing supplement and “Risk Factors” on page 7 of the accompanying
product supplement, page 5 of the accompanying prospectus supplement and page 12 of the accompanying
prospectus.
The Securities may be suitable for you if, among other considerations: |
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The Securities may not be suitable for you if, among other considerations: |
|
¨ You
fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire investment.
¨ You
can tolerate the loss of a significant portion or all of your investment and are willing to make an investment that may have similar
downside market risk as a hypothetical investment in the Index or in the stocks included in the Index.
¨ You
believe that the level of the Index will increase over the term of the Securities.
¨ You
are willing to invest in the Securities based on the Participation Rate indicated on the cover of this pricing supplement.
¨ You
can tolerate fluctuations in the value of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the Index.
¨ You
do not seek current income from this investment and are willing to forgo any dividends and any other distributions paid on the
stocks included in the Index.
¨ You
are willing and able to hold the Securities to the Maturity Date, as set forth on the cover of this pricing supplement, and accept
that there may be little or no secondary market for the Securities.
¨ You
seek an investment with exposure to companies with relatively small market capitalization.
¨ You
are willing and able to assume the credit risk of Deutsche Bank AG for all payments under the Securities, and 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 repayment of the Face Amount.
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|
¨ You
do not fully understand the risks inherent in an investment in the Securities, including the risk of loss of your entire investment.
¨ You
require an investment designed to guarantee a full return of the Face Amount at maturity.
¨ You
cannot tolerate the loss of a significant portion or all of your investment or are unwilling to make an investment that may have
similar downside market risk as a hypothetical investment in the Index or in the stocks included in the Index.
¨ You
believe that the closing level of the Index is likely to be less than the Trigger Level on the Final Valuation Date.
¨ You
are unwilling to invest in the Securities based on the Participation Rate indicated on the cover of this pricing supplement.
¨ You
cannot tolerate fluctuations in the value of the Securities prior to maturity that may be similar to or exceed the downside fluctuations
in the level of the Index.
¨ You
seek current income from this investment or prefer to receive any dividends or any other distributions paid on the stocks included
in the Index.
¨ You
are unwilling or unable to hold the Securities to the Maturity Date, as set forth on the cover of this pricing supplement, or
seek an investment for which there will be an active secondary market.
¨ You
do not seek an investment with exposure to companies with relatively small market capitalization.
¨ You
are unwilling or unable to assume the credit risk of Deutsche Bank AG for all payments under the Securities, including any repayment
of the Face Amount.
|
| Final Terms |
| Issuer |
Deutsche Bank AG, London Branch |
| Issue Price |
100% of the Face Amount of Securities |
| Face Amount |
$10.00 |
| Term |
10 years |
| Trade Date |
August 26, 2015 |
| Settlement Date |
August 31, 2015 |
| Final Valuation Date1 |
August 25, 2025 |
| Maturity Date1 |
August 29, 2025 |
| Index |
Russell 2000® Index (Ticker: RTY) |
| Trigger Level |
566.094, equal to 50.00% of the Initial Level |
| Participation Rate |
154.50% |
| Payment at Maturity (per $10.00 Face Amount of Securities) |
If the Index Return is positive, Deutsche Bank AG will
pay you a cash payment per $10.00 Face Amount of Securities at maturity equal to the Face Amount plus a return on the Face Amount
equal to the Index Return multiplied by the Participation Rate, calculated as follows:
$10.00 + ($10.00 × Index Return ×
Participation Rate)
If the Index Return is zero or negative and the Final Level
is greater than or equal to the Trigger Level on the Final Valuation Date, Deutsche Bank AG will pay you a cash payment per
$10.00 Face Amount of Securities at maturity equal to the Face Amount.
If the Final Level is less than the Trigger Level on the Final
Valuation Date, Deutsche Bank AG will pay you a cash payment per $10.00 Face Amount of Securities at maturity that is less
than the Face Amount, calculated as follows:
$10.00 + ($10.00 × Index Return)
In this circumstance, you will lose a significant portion
or all of the Face Amount in an amount proportionate to the percentage decline in the level of the Index.
|
| Index Return |
Final Level – Initial Level
Initial Level |
| Initial Level |
1,132.188, equal to the closing level of the Index on the Trade Date |
| Final Level |
The closing level of the Index on the Final Valuation Date |
| INVESTING IN THE SECURITIES INVOLVES SIGNIFICANT RISKS. YOU MAY LOSE A SIGNIFICANT PORTION OR ALL OF YOUR INITIAL INVESTMENT. ANY PAYMENT ON THE SECURITIES, INCLUDING ANY REPAYMENT 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. |
| |
Trade Date: |
|
The Initial Level is observed, the Participation Rate is set and the Trigger Level is determined. |
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 |
|
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| |
Maturity Date: |
|
The Final Level is determined and the Index Return is calculated
on the Final Valuation Date.
If the Index Return is positive, Deutsche Bank AG will
pay you a cash payment per $10.00 Face Amount of Securities at maturity equal to the Face Amount plus a return on the Face Amount
equal to the Index Return multiplied by the Participation Rate, calculated as follows:
$10.00 + ($10.00 x Index Return x Participation
Rate)
If the Index Return is zero or negative and the Final Level
is greater than or equal to the Trigger Level on the Final Valuation Date, Deutsche Bank AG will pay you a cash payment per
$10.00 Face Amount of Securities at maturity equal to the Face Amount.
If the Final Level is less than the Trigger Level on the Final
Valuation Date, Deutsche Bank AG will pay you a cash payment per $10.00 Face Amount of Securities at maturity that is less
than the Face Amount, calculated as follows:
$10.00 + ($10.00 × Index Return)
In this circumstance, you will lose a significant portion
or all of the Face Amount in an amount proportionate to the percentage decline in the level of the Index.
|
| 1 | Subject to postponement as described under “Description of Securities — Adjustments to Valuation Dates and Payment
Dates” in the accompanying product supplement. |
An investment
in the Securities involves significant risks. Investing in the Securities is not equivalent to investing directly in the Index
or in any of the stocks composing the Index. 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 advisers before you invest in the Securities.
| ¨ | Your Investment in the Securities May Result in a Loss of Your Initial
Investment — The Securities differ from ordinary debt securities in that Deutsche Bank AG will not necessarily pay you
your initial investment in the Securities at maturity. The return on the Securities at maturity is linked to the performance of
the Index and will depend on whether, and the extent to which, the Index Return is positive, zero or negative and if the Index
Return is negative, whether the Final Level is less than the Trigger Level. If the Final
Level is less than the Trigger Level, you will be fully exposed to any negative Index Return and, for each $10.00 Face Amount of
Securities, Deutsche Bank AG will pay you less than the Face Amount at maturity, resulting in a loss on the Face Amount that is
proportionate to the percentage decline in the level of the Index. In this circumstance, you will lose 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 loss relative to your initial investment
even if the level of the Index at such time is greater than the Trigger Level at the time of sale. You can receive the full potential
benefit of the Trigger Level only if you hold your Securities to maturity. |
| ¨ | The Participation Rate Applies Only at 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, the price you receive will likely not reflect the full effect of the Participation Rate and the return you realize may
be less than the Index’s return even if such return is positive. You can receive the full benefit of the Participation Rate
only if you hold your Securities to maturity. |
| ¨ | No Coupon Payments — Deutsche Bank AG will not
pay any coupon payments with respect to the Securities. |
| ¨ | The Securities Are Subject to the Credit of Deutsche Bank AG —
The Securities are unsubordinated and unsecured obligations of Deutsche Bank AG and are not, either directly or indirectly, an
obligation of any third party. Any payment to be made on the Securities, including any repayment of the Face Amount per $10.00
Face Amount of Securities at maturity, depends on the ability of Deutsche Bank AG to satisfy its obligations as they come 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 owed to
you under the terms of the Securities and you could lose your entire investment. |
| ¨ | The Securities May Become Subordinated to the Claims of Other Creditors,
Be Written Down, Be Converted or Become Subject to Other Resolution Measures. You May Lose Some or All of Your Investment If Any
Such Measure Becomes Applicable to Us — On May 15, 2014, the European Parliament and the Council of the European Union
published a directive for establishing a framework for the recovery and resolution of credit institutions and investment firms
(commonly referred to as the “Bank Recovery and Resolution Directive”). The Bank Recovery and Resolution Directive
required each member state of the European Union to adopt and publish by December 31, 2014 the laws, regulations and administrative
provisions necessary to comply with the Bank Recovery and Resolution Directive. To implement the Bank Recovery and Resolution Directive,
Germany has adopted the Resolution Act, which became effective on January 1, 2015. The Resolution Act may result in the Securities
being subject to the powers exercised by our competent resolution authority to impose a Resolution Measure on us, which may include:
writing down, including to zero, any payment on the Securities; converting the Securities into ordinary shares or other instruments
qualifying as core equity tier 1 capital; or applying any other resolution measure, including (but not limited to) transferring
the Securities to another entity, amending the terms and conditions of the Securities or cancelling of the Securities. Furthermore,
because the Securities are subject to any Resolution Measure, secondary market trading in the Securities may not follow the trading
behavior associated with similar types of securities issued by other financial institutions which may be or have been subject to
a Resolution Measure. Imposition of a Resolution Measure would have to be conducted in accordance with a set order of priority
and would likely occur if we become, or are deemed by our 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. We expect additional Resolution Measures to become applicable to us when the European regulation of
July 15, 2014 relating to the resolution of credit institutions and certain investment firms in the framework of a Single Resolution
Mechanism and a Single Resolution Fund (commonly referred to as the “SRM Regulation”) becomes effective on January
1, 2016. On May 26, 2015, the German Federal Government published a draft bill of a Resolution Mechanism Act. In addition to conforming
German law to the SRM Regulation, the draft bill proposes to adjust the order of priority of obligations in the event of an insolvency
proceeding. Specifically, senior unsecured debt instruments would by operation of law rank junior to all other outstanding unsecured
unsubordinated obligations, but in priority to all contractually subordinated instruments. The proposed subordination would not
apply if the terms of the senior unsecured debt instruments provide that (i) the repayment amount depends on the occurrence or
non-occurrence of a future event, or will be settled in kind, or (ii) the interest amount depends on the occurrence or non-occurrence
of a future event, unless it depends solely on a fixed or variable reference interest rate and will be settled in cash. The proposed
order of priorities would apply to insolvency proceedings commenced on or after January 1, 2016. If the proposed subordination
of senior unsecured debt instruments were enacted and were applied to the Securities, it would most likely result in a larger share
of loss being allocated to the Securities in the event of an insolvency proceeding or the imposition of any Resolution Measures
by the competent resolution authority. The final version of the Resolution Mechanism Act may provide for additional Resolution
Measures that may become applicable to us. You may lose some or all of your investment in the Securities if a Resolution Measure
becomes applicable to us. |
By acquiring the Securities, you
will be bound by and will be deemed to consent to the imposition of any Resolution Measure by our competent resolution authority.
As a result, you would have no claim or other right against us arising out of any subordination or 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 purpose of the U.S. Trust Indenture Act of 1939, as amended. In addition, the trustee, the paying agent and The Depository
Trust Company (“DTC”) and any 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 our competent resolution authority to impose any Resolution Measure. Please see the accompanying prospectus dated July
31, 2015, including the risk factors under the heading “Securities May Be Subject to Resolution Measures” on page 12
of the prospectus
| ¨ | 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. |
| ¨ | Investing in the Securities Is Not the Same as Investing in the
Index or the Stocks Composing the Index — The return on your Securities may not reflect the return you would realize
on a hypothetical direct investment in the Index or the stocks composing the Index. |
| ¨ | If the Level of the Index Changes, the Value of the Securities May
Not Change in the Same Manner — The Securities may trade quite differently from the level of the Index. Changes in the
level of the Index 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 stocks composing the Index would have. |
| ¨ | The Index Reflects the Price Return of the Stocks Composing the
Index, Not Their Total Return Including All Dividends and Other Distributions — The return on the Securities is based
on the performance of the Index, which reflects the changes in the market prices of the stocks composing the Index. It is not,
however, linked to a “total return” version of the 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 Index. |
| ¨ | The
Securities Are Subject to Risks Associated with Small-Capitalization Companies —
The stocks composing
the 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. |
| ¨ | Past Performance of the Index Is No Guide to Future Performance
— The actual performance of the Index may bear little relation to the historical closing levels of the Index,
and may bear little relation to the hypothetical return examples set forth elsewhere in this pricing supplement. We cannot predict
the future performance of the Index or whether the performance of the Index will result in the return of any of your investment.
|
| ¨ | 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 your 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 sixteen 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.
| ¨ | 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 Index has increased since the Trade Date. |
| ¨ | Many Economic and Market Factors Will Affect the Value of the Securities
— While we expect that, generally, the level of the Index 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: |
| ¨ | the expected volatility of the Index; |
| ¨ | the time remaining to the maturity of the Securities; |
| ¨ | the market prices and dividend rates of the stocks composing the Index;
|
| ¨ | the composition of the Index; |
| ¨ | interest rates and yields in the market generally; |
| ¨ | geopolitical conditions and economic, financial, political, regulatory
or judicial events that affect the Index or the markets generally; |
| ¨ | supply and demand for the Securities; and |
| ¨ | our creditworthiness, including actual or anticipated downgrades in
our credit ratings. |
Because the Securities will be outstanding
until the Maturity Date, their value may decline significantly due to the factors described above even if the level of the Index
remains unchanged from the Initial 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.
| ¨ | Potential Deutsche Bank AG Impact on Price — Trading or
transactions by Deutsche Bank AG or its affiliates in the stocks composing the Index and/or in futures, over-the-counter options,
exchange-traded funds or other instruments with returns linked to the performance of the Index or the stocks composing the Index
may adversely affect the price of the stocks composing the Index, the level of the Index, and therefore the value of the Securities.
|
| ¨ | Trading and Other Transactions by Us, UBS AG 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. We, UBS AG or our or its affiliates may also engage in trading in instruments linked or
related to the Index on a regular basis as part of our or its 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 affect the level of the Index, 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 AG or our or its affiliates could receive substantial returns
from these hedging and trading activities while the value of the Securities declines. We, UBS AG or our or its affiliates may also
issue or underwrite other securities or financial or derivative instruments with returns linked or related to the Index. To the
extent that we, UBS AG or our or its affiliates serves as issuer, agent or underwriter for such securities or financial or derivative
instruments, our, UBS AG’s 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 Index 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. |
| ¨ | We, UBS AG 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 Index and the Value of the Securities — We, UBS AG 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 Index 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 AG 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 Index. |
| ¨ | Potential Conflicts of Interest — Deutsche Bank AG or
its affiliates may engage in business with the issuers of the stocks composing the Index, 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. Any determination by the calculation
agent could adversely affect the return on 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 we do not plan to request a ruling from the Internal Revenue Service (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. 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 and adversely affected.
In addition, as described below under “What Are the Tax Consequences of an Investment in the Securities?”, 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 and adversely 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. |
| Scenario
Analysis and Examples at Maturity |
The following table and hypothetical examples below illustrate
the Payment at Maturity per $10.00 Face Amount of Securities for a hypothetical range of performances for the Index from -100.00%
to +100.00%, reflect the Participation Rate of 154.50% and assume an Initial Level of 1,000.00 and a Trigger Level of 500 (50.00%
of the hypothetical Initial Level). The actual Initial Level and Trigger Level are set forth in the “Final Terms” and
on the cover of this pricing supplement. The hypothetical Payment at Maturity examples set forth below are for illustrative purposes
only and may not be the actual returns applicable to a purchaser of the Securities. The actual Payment at Maturity will be determined
based on the Final Level on the Final Valuation Date. You should consider carefully whether the Securities are suitable to your
investment goals. The numbers appearing in the table and in the examples below may have been rounded for ease of analysis.
| Final Level |
Index Return (%) |
Payment at Maturity ($) |
Return on Securities (%) |
| 2,000.00 |
100.00% |
$25.450 |
154.50% |
| 1,900.00 |
90.00% |
$23.905 |
139.05% |
| 1,800.00 |
80.00% |
$22.360 |
123.60% |
| 1,700.00 |
70.00% |
$20.815 |
108.15% |
| 1,600.00 |
60.00% |
$19.270 |
92.70% |
| 1,500.00 |
50.00% |
$17.725 |
77.25% |
| 1,400.00 |
40.00% |
$16.180 |
61.80% |
| 1,300.00 |
30.00% |
$14.635 |
46.35% |
| 1,200.00 |
20.00% |
$13.090 |
30.90% |
| 1,100.00 |
10.00% |
$11.545 |
15.45% |
| 1,000.00 |
0.00% |
$10.000 |
0.00% |
| 900.00 |
-10.00% |
$10.000 |
0.00% |
| 800.00 |
-20.00% |
$10.000 |
0.00% |
| 750.00 |
-25.00% |
$10.000 |
0.00% |
| 700.00 |
-30.00% |
$10.000 |
0.00% |
| 600.00 |
-40.00% |
$10.000 |
0.00% |
| 500.00 |
-50.00% |
$10.000 |
0.00% |
| 400.00 |
-60.00% |
$4.000 |
-60.00% |
| 300.00 |
-70.00% |
$3.000 |
-70.00% |
| 200.00 |
-80.00% |
$2.000 |
-80.00% |
| 100.00 |
-90.00% |
$1.000 |
-90.00% |
| 0.00 |
-100.00% |
$0.000 |
-100.00% |
Example 1 — The Final Level of 1,100.00 is greater
than the Initial Level of 1,000.00, resulting in an Index Return of 10.00%. Because the Index Return is 10.00%, Deutsche Bank
AG will pay you a Payment at Maturity of $11.545 per $10.00 Face Amount of Securities (a return of 15.45% over the 10-year term
of the Securities), calculated as follows:
$10.00 + ($10.00 x Index Return x Participation
Rate)
$10.00 + ($10.00 x 10.00% x 154.50%) = $11.545
Example 2 — The Final Level is equal to the Initial
Level of 1,000.00, resulting in an Index Return of zero. Because the Index Return is zero, Deutsche Bank AG will pay you a
Payment at Maturity of $10.00 per $10.00 Face Amount of Securities (a return of 0.00% over the 10-year term of the Securities).
Example 3 — The Final Level of 900.00 is less
than the Initial Level of 1,000.00, resulting in an Index Return of -10.00%. Because the Index Return is negative and the Final
Level is greater than the Trigger Level, Deutsche Bank AG will pay you a Payment at Maturity of $10.00 per $10.00 Face Amount of
Securities (a return of 0.00% over the 10-year term of the Securities).
Example 4 — The Final Level of 300.00 is less than the
Initial Level of 1,000.00, resulting in an Index Return of -70.00%. Because the Index Return is negative and the Final Level
is less than the Trigger Level, Deutsche Bank AG will pay you a Payment at Maturity of $3.00 per $10.00 Face Amount of Securities
(a return of -70.00% over the 10-year term of the Securities), calculated as follows:
$10.00 + ($10.00 x Index Return)
$10.00 + ($10.00 x -70.00%) = $3.00
If the Final Level is less than the Trigger Level, you
will be fully exposed to any negative Index Return, resulting in a loss on the Face Amount that is proportionate to the percentage
decline in the level of the Index. In this circumstance, you will lose a significant portion or all of your initial investment
at maturity. Any payment on the Securities, including any repayment of the Face Amount at maturity, is subject to the creditworthiness
of the Issuer and if the Issuer were to default on its payment obligations or become subject to a Resolution Measure, you could
lose your entire investment.
The Russell 2000®
Index is designed to track the performance of the small capitalization segment of the U.S. equity market. The Index measures the
composite price performance of stocks of approximately 2,000 companies domiciled in the U.S. and its territories and consists of
the smallest 2,000 companies included in the Russell 3000® Index. The Russell 2000® Index represents
approximately 10% of the total market capitalization of the Russell 3000® Index. This is only a summary of the Russell
2000® Index. For more information on the Russell 2000® Index, including information concerning
its composition, calculation methodology and adjustment policy, please see the section entitled “The Russell Indices –
The Russell 2000® Index” in the accompanying underlying supplement No. 1 dated August 17, 2015.
The graph below illustrates
the performance of the Russell 2000® Index from January 2, 2008 to August 26, 2015. The closing level of the Russell
2000® Index on August 26, 2015 was 1,132.188. The dotted line represents the Trigger Level
of 566.094, equal to 50.00% of 1,132.188, which was the closing level of the Russell 2000® Index on August 26, 2015.
We obtained the historical closing levels of the Russell 2000® Index from Bloomberg L.P., and we have not participated
in the preparation of, or verified, such information. Currently, whereas the sponsor of the Russell 2000® Index
publishes the official closing level of the Russell 2000® Index to six decimal places, Bloomberg L.P. reports the
closing level to three decimal places. As a result, the closing level of the Russell 2000® Index reported by Bloomberg
L.P. may be lower or higher than the official closing level of the Russell 2000® Index published by the sponsor
of the Russell 2000® Index. 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 Final Level or any future closing level of
the Russell 2000® Index. We cannot give you assurance that the performance of the Russell 2000® Index
will result in a positive return on your initial investment and you could lose a significant portion or all of your initial investment
at maturity.
| What Are the Tax Consequences of an Investment in the Securities? |
In the opinion of our special tax counsel, Davis Polk & Wardwell
LLP, which is based on prevailing market conditions, it is more likely than not that the Securities will be treated for U.S. federal
income tax purposes as prepaid financial contracts that are not debt. Generally, if this treatment is respected, (i) you should
not recognize taxable income or loss prior to the taxable disposition of your Securities (including at maturity) and (ii) the gain
or loss on your Securities should be capital gain or loss and should be long-term capital gain or loss if you have held the Securities
for more than one year. The IRS or a court might not agree with this treatment, however, in which case the timing and character
of income or loss on your Securities could be materially and adversely affected.
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. 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; the degree, if any, to which income (including any mandated accruals) realized by non-U.S. persons
should be subject to withholding tax; and whether these instruments are or should be subject to the “constructive ownership”
regime, which very generally can operate to recharacterize certain long-term capital gain as ordinary income and impose a notional
interest charge. 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 and adversely 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.” 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.
| Supplemental
Plan of Distribution (Conflicts of Interest) |
UBS Financial Services Inc. and its affiliates, and Deutsche
Bank Securities Inc., acting as agents for Deutsche Bank AG, will receive or allow as a concession or reallowance to other dealers
discounts and commissions of $0.50 per $10.00 Face Amount of Securities. We have agreed 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. 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 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 this offering of the Securities to any of its discretionary accounts without the prior written approval of the
customer. See “Underwriting (Conflicts of Interest)” in the accompanying product supplement.
| 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 senior 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 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 31, 2015, 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 senior indenture and the authentication of the Securities by the authenticating agent and the validity, binding nature and enforceability
of the senior indenture with respect to the trustee, all as stated in the opinion of Davis Polk & Wardwell LLP dated July 31, 2015,
which has been filed as an exhibit to the registration statement referred to above.
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