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Registration Statement No. 333-184193 Dated February 10, 2015; Rule 433
Page 2
RESOLUTION MEASURES
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 requires each member state of the European Union to adopt and publish
by December 31, 2014 the laws, regulations and administrative provisions
necessary to comply with the Bank Recovery and Resolution Directive. Germany
has adopted the Recovery and Resolution Act (Sanierungs- und Abwicklungsgesetz,
or "SAG"), which went into effect on January 1, 2015. SAG may result in the
notes being 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. By acquiring the notes, you will be bound by
and deemed to consent to the provisions set forth in the accompanying
prospectus addendum, which we have summarized below.
By acquiring the notes, you will be bound by and will be deemed to consent to
the imposition of any Resolution Measure by our competent resolution authority.
Under the relevant resolution laws and regulations as applicable to us from
time to time, the notes may be subject to the powers exercised by our competent
resolution authority to: (i) write down, including to zero, any payment on the
notes; (ii) convert the notes into ordinary shares or other instruments
qualifying as core equity tier 1 capital; and/or (iii) apply any other
resolution measure, including (but not limited to) any transfer of the notes to
another entity, the amendment of the terms and conditions of the notes or the
cancellation of the notes. We refer to each of these measures as a "Resolution
Measure."
Furthermore, by acquiring the notes, you:
[] are deemed irrevocably to have agreed, and you will agree: (i) to be bound
by any Resolution Measure; (ii) that you will have no claim or other right
against us arising out of any Resolution Measure; (iii) and that the imposition
of any Resolution Measure will not constitute a default or an event of default
under the notes, under the senior indenture dated November 22, 2006 among us,
Law Debenture Trust Company of New York, as trustee, and Deutsche Bank Trust
Company Americas, as issuing agent, paying agent, authenticating agent and
registrar, as amended and supplemented from time to time (the "Indenture"), or
for the purpose of the Trust Indenture Act of 1939, as amended (the "Trust
Indenture Act "); [] waive, to the fullest extent permitted by the Trust
Indenture Act and applicable law, any and all claims against the trustee and
the paying agent for, agree not to initiate a suit against the trustee and the
paying agent in respect of, and agree that neither the trustee nor the paying
agent will be liable for, any action that the trustee or the paying agent
takes, or abstains from taking, in either case in accordance with the
imposition of a Resolution Measure by our competent resolution authority with
respect to the notes; and [] will be deemed irrevocably to have (i) consented
to the imposition of any Resolution Measure as it may be imposed without any
prior notice by the competent resolution authority of its decision to exercise
such power with respect to the notes and (ii) authorized, directed and
requested DTC and any participant in DTC or other intermediary through which
you hold such notes to take any and all necessary action, if required, to
implement the imposition of any Resolution Measure with respect to the notes as
it may be imposed, without any further action or direction on your part or on
the part of the trustee, paying agent, issuing agent, authenticating agent,
registrar or calculation agent.
This is only a summary, for more information please see the accompanying
prospectus addendum dated December 24, 2014, including the risk factor "The
securities may be written down, be converted or become subject to other
resolution measures. You may lose part or all of your investment if any such
measure becomes applicable to us" on page 2 of the prospectus addendum.
THE NOTES MAY 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 -- By acquiring the notes, you will have no
claim or other right against us arising out of any Resolution Measure, and we
would have no obligation to make payments under the notes following the
imposition of a Resolution Measure. In particular, the imposition of any
Resolution Measure will not constitute a default or an event of default under
the notes, under the Indenture or for the purpose of the Trust Indenture Act.
Furthermore, because the notes are subject to any Resolution Measure, secondary
market trading in the notes may not follow the trading behavior
Deutsche Bank AG has filed a registration statement (including a prospectus)
with the Securities and Exchange Commission for the offering to which this term
sheet relates. Before you invest, you should read the prospectus in that
registration statement and the other documents relating to this offering that
Deutsche Bank AG has filed with the SEC for more complete information about
Deutsche Bank AG and this offering. You may obtain these documents without
cost by visiting EDGAR on the SEC website at www.sec.gov. Alternatively,
Deutsche Bank AG, any agent or any dealer participating in this offering will
arrange to send you the prospectus, prospectus addendum, prospectus supplement
and this term sheet if you so request by calling toll-free 1-800-503-4611.
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