Deutsche Bank Aktiengesellschaft 6-K, filed Apr 14, 2020
Deutsche Bank Aktiengesellschaft (DB)
About this 6-K
Deutsche Bank Aktiengesellschaft filed this 6-K on April 14, 2020.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13
a
-16 OR 15
d
-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2020
Commission File Number 1-15242
DEUTSCHE BANK CORPORATION
(Translation of Registrant’s Name Into English)
Deutsche Bank Aktiengesellschaft
Taunusanlage 12
60325 Frankfurt am Main
Germany
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
1
Explanatory note
This Report on Form 6-K contains the following exhibits relating to Deutsche Bank AG’s Annual General Meeting of Shareholders, scheduled to take place on Wednesday, May 20, 2020. This Report on Form 6-K and such exhibits are not intended to be incorporated by reference into registration statements filed by Deutsche Bank AG under the Securities Act of 1933. Additional information about our Annual General Meeting can be found at https://agm.db.com/index_en.htm.
Exhibits
Exhibit 99.1 : Media Release, dated April 9, 2020, regarding the Annual General Meeting of Deutsche Bank AG.
Exhibit 99.2 : English Translation of Agenda for Annual General Meeting of Deutsche Bank AG.
Exhibit 99.3 : Information on Agenda Item 1 and Shareholders’ Rights.
Forward-looking statements contain risks
This report contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations. Any statement in this report that states our intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These statements are based on plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which we derive a substantial portion of our trading revenues, potential defaults of borrowers or trading counterparties, the implementation of our strategic initiatives, the reliability of our risk management policies, procedures and methods, and other risks referenced in our filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in our 2019 Annual Report on Form 20-F, which was filed with the SEC on March 20, 2020, on pages 13 through 47 under the heading “Risk Factors.” Copies of this document are readily available upon request or can be downloaded from www.deutsche-bank.com/ir.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 14, 2020
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By: /s/ Serdar Oezkan |
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Name:Serdar Oezkan |
|
|
Title:Managing Director |
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By: /s/ Joseph C. Kopec |
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Name: Joseph C. Kopec |
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Title:Managing Director and Senior Counsel |
3
Exhibit 99.1
Media Release | April 9, 2020
Deutsche Bank Annual General Meeting 2020 to be held virtually
This year, Deutsche Bank's Annual General Meeting will take the form of a virtual meeting, held online
This year, Deutsche Bank's Annual General Meeting will not take place as a face-to-face event in the Frankfurt Festhalle; instead, it will take the form of a virtual meeting, held online. The Management Board of Deutsche Bank AG (XETRA: DBKGn.DB / NYSE: DB) took this decision with the approval of the Supervisory Board in response to the COVID-19 pandemic. The AGM will take place on May 20, as originally planned.
The bank is thus taking advantage of the new legal possibilities for conducting shareholder meetings in Germany. By using this format, Deutsche Bank is following recommendations to forgo major events and to protect the health of shareholders and all other stakeholders.
"We aim to facilitate the proven dialogue with our shareholders in this exceptional year by providing innovative offerings that ensure shareholders can exercise their rights even in difficult times," says Supervisory Board Chairman Paul Achleitner. "For this reason, we will publish the speeches of the Chairman of the Supervisory Board and the Chief Executive Officer in advance and we will also enable shareholders to share with one another questions and statements in advance via the AGM website. By also providing for the ratification of the acts of management of individual members of the Management Board and Supervisory Board we aim to accommodate the interests of our shareholders as far as possible.”
The agenda of the virtual AGM was published in the German Federal Gazette (Bundesanzeiger) and on Deutsche Bank's website (https://agm.db.com/) on April 9. It comprises eight items in total.
As previously announced, Dagmar Valcárcel, Sigmar Gabriel and Theodor Weimer are standing for election to the Supervisory Board. They are to succeed Stefan Simon, Jürg Zeltner and Katherine Garrett-Cox. Valcárcel and Gabriel have already been appointed as members of the Supervisory Board by court order on August 1, 2019 and March 11, 2020 respectively.
Consistent with the announcement made as part of the strategic transformation in July 2019, no common equity dividend will be proposed for the 2019 financial year.
Interactive dialogue with shareholders
The new format provides extensive opportunities for shareholders to exercise their rights even in challenging times. Shareholders can follow the entire AGM online via video and audio transmission on the Deutsche Bank Shareholder Portal. To allow shareholders enough time to prepare questions, speeches of Paul Achleitner and CEO Christian Sewing will be published on the bank's website on May 12.
The Management and Supervisory Boards will answer questions from shareholders as usual. Questions regarding the agenda can be submitted by email until May 17, 24:00 CET. Furthermore, Deutsche Bank is providing its shareholders with a forum to submit statements regarding the agenda. These can be submitted until May 17 (24:00 CET) and will be subsequently published on the bank’s website.
Shareholders will be able to exercise their voting rights once registered. Shareholders may vote electronically via the Shareholder Portal, via postal vote or by issuing a power of attorney to the company's proxies or third parties. Shareholders will have the opportunity until the end of the question-and-answer session at the virtual AGM to change and register their voting intentions.
Details of how shareholders can exercise their shareholder rights – including the right to ask questions – under these special circumstances are set out in the notes for shareholders on the agenda of the meeting.
Media representatives will also have the opportunity to follow the virtual Annual General Meeting in full via internet. An invitation will be issued shortly.
About Deutsche Bank
Deutsche Bank provides commercial and investment banking, retail banking, transaction banking and asset and wealth management products and services to corporations, governments, institutional investors, small and medium-sized businesses, and private individuals. Deutsche Bank is Germany’s leading bank, with a strong position in Europe and a significant presence in the Americas and Asia Pacific.
Forward-Looking Statements
This release contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations and the assumptions underlying them. These statements are based on the plans, estimates and projections currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update any of them in light of new information or future events.
By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which Deutsche Bank derives a substantial portion of its revenues and in which the bank holds a substantial portion of its assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation of strategic initiatives of the bank, the reliability of the bank’s risk management policies, procedures and methods, and other risks referenced in the bank’s filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in the bank’s SEC Form 20-F of 22 March 2019 under the heading “Risk Factors”. Copies of this document are readily available upon request or can be downloaded from www.db.com/ir.
Exhibit 99.2
Deutsche Bank
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Contents
- Presentation of the established Annual Financial Statements and Management Report for the 2019 financial year, the approved Consolidated Financial Statements and Management Report for the 2019 financial year as well as the Report of the Supervisory Board – 02
- Ratification of the acts of management of the members of the Management Board for the 2019 financial year – 02
- Ratification of the acts of management of the members of the Supervisory Board for the 2019 financial year – 02
- Election of the auditor for the 2020 financial year, interim accounts – 02
- Authorization to acquire own shares pursuant to § 71 (1) No. 8 Stock Corporation Act as well as for their use with the possible exclusion of pre-emptive rights – 03
- Authorization to use derivatives within the framework of the purchase of own shares pursuant to §71 (1) No. 8 Stock Corporation Act – 03
- Elections to the Supervisory Board – 04
- Amendment to the Articles of Association – 05
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Agenda
We take pleasure in inviting our shareholders to the Ordinary General Meeting convened for Wednesday, May 20, 2020, at 10:00 a.m. as virtual general meeting without physical presence of shareholders or their representatives.
Agenda
1. Presentation of the established Annual Financial Statements and Management Report for the 2019 financial year, the approved Consolidated Financial Statements and Management Report for the 2019 financial year as well as the Report of the Supervisory Board
The Supervisory Board has already approved the Annual Financial Statements and Consolidated Financial Statements prepared by the Management Board; the Annual Financial Statements are thus established. Therefore, in accordance with the statutory provisions, a resolution is not provided for on this Agenda Item.
2. Ratification of the acts of management of the members of the Management Board for the 2019 financial year
The Management Board and Supervisory Board propose that the acts of management of the members of the Management Board in office during the 2019 financial year be ratified for this period. The actions shall be ratified on an individual basis, i.e. a separate resolution shall be passed for each member of the Management Board.
The actions of the following Management Board members in office in the 2019 financial year shall be ratified: Christian Sewing (Chairman of the Management Board ( CEO )), Karl von Rohr (Deputy Chairman of the Management Board (President)), Fabrizio Campelli (member of the Management Board since 1 November 2019), Frank Kuhnke, Stuart Lewis, Sylvie Matherat (member of the Management Board until and including 31 July 2019), James von Moltke, Garth Ritchie (member of the Management Board until and including 31 July 2019), Werner Steinmüller and Frank Strauß (member of the Management Board until and including 31 July 2019).
3. Ratification of the acts of management of the members of the Supervisory Board for the 2019 financial year
The Management Board and Supervisory Board propose that the acts of management of the members of the Supervisory Board in office during the 2019 financial year be ratified for this period. The actions shall be ratified on an individual basis, i.e. a separate resolution shall be passed for each member of the Supervisory Board.
The actions of the following Supervisory Board members in
office
in
the
2019
financial
year
shall
be
ratified:
Dr
Paul Achleitner (Chairman of the Supervisory Board), Detlef Polaschek
(Deputy
Chairman
of
the
Supervisory
Board),
Ludwig
Blomeyer-Bartenstein,
Frank
Bsirske,
Mayree
Carroll Clark, Jan Duscheck, Dr Gerhard Eschelbeck, Katherine Garrett-Cox, Timo Heider, Martina Klee, Henriette Mark, Richard Meddings (member of the Supervisory Board until and
including
31
July
2019),
Gabriele
Platscher,
Bernd
Rose,
Gerd Alexander Schütz, Prof. Dr Stefan Simon (member of
the
Supervisory
Board
until
and
including
31 July
2019), Stephan
Szukalski,
John
Alexander
Thain,
Michele
Trogni, Dr Dagmar Valcárcel (member of the Supervisory Board since
1
August
2019),
Prof.
Dr
Norbert
Winkeljohann,
Jürg
Zeltner
†
(member
of
the
Supervisory
Board
from
20
August to 15 December
2019).
4. Election of the auditor for the 2020 financial year, interim accounts
The Supervisory Board, based on the recommendation of its Audit Committee, proposes the following resolution:
Ernst& Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, is appointed as the auditor of the Annual Financial Statements and as the auditor of the Consolidated Financial Statements for the 2020 financial year.
Ernst& Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, is also appointed for the limited review of the condensed consolidated interim financial statements as of June 30, 2020 (§115 (5), §117 No. 2 Securities Trading Act), and of the consolidated interim financial statements and consolidated interim management reports (§340i (4) German Commercial Code, §115 (7) Securities Trading Act) – if any – prepared before the Ordinary General Meeting in 2021.
In accordance with Article 16 (2) of the European Union Statutory Auditor Regulation (Regulation ( EU ) No. 537 / 2014 of the European Parliament and of the Council of 16 April 2014 on specific requirements regarding the statutory audit of public-interest entities and repealing Commission Decision 2005 / 909 / EC , the Audit Committee of the Supervisory Board had recommended in 2019 PricewaterhouseCoopers GmbH GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt/ Main, and Ernst& Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, for the above-mentioned audit services and had communicated a justified preference for Ernst& Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart. The Audit Committee continues to rely on its recommendation.
The Audit Committee declared that its recommendation is free of improper third-party influence and, in particular, that no clause within the meaning of Article 16 (6) of the Regulation ( EU ) No. 537 / 2014 was imposed on it that limited its selection to specific auditors.
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5. Authorization to acquire own shares pursuant to § 71 (1) No. 8 Stock Corporation Act as well as for their use with the possible exclusion of pre-emptive rights
The Management Board and Supervisory Board propose the following resolution:
a) The company is authorized to buy, on or before April 30, 2025, its own shares in a total volume of up to 10% of the share capital at the time the resolution is taken or – if the value is lower – of the share capital at the time this authorization is exercised. Together with its own shares acquired for trading purposes and/ or for other reasons and which are from time to time in the company’s possession or attributable to the company pursuant to § 71a ff. Stock Corporation Act, the own shares purchased on the basis of this authorization may not at any time exceed 10% of the company’s respectively applicable share capital. The own shares may be bought through the stock exchange or by means of a public purchase offer to all shareholders. The countervalue for the purchase of shares (excluding ancillary purchase costs) through a stock exchange may not be more than 10% higher or more than 20% lower than the average of the share prices (closing auction prices of the Deutsche Bank share in Xetra trading and/or in a comparable successor system on the Frankfurt Stock Exchange) on the last three stock exchange trading days before the obligation to purchase. In the case of a public purchase offer, it may not be more than 10% higher or more than 20% lower than the average of the share prices (closing auction prices of the Deutsche Bank share in Xetra trading and/ or in a comparable successor system on the Frankfurt Stock Exchange) on the last three stock exchange trading days before the day of publication of the offer. If the volume of shares offered in a public purchase offer exceeds the planned buyback volume, acceptance must be in proportion to the shares offered in each case. The preferred acceptance of small quantities of up to 50 of the company’s shares offered for purchase per shareholder may be provided for.
b) The Management Board is authorized to dispose of the purchased shares and of any shares purchased on the basis of previous authorizations pursuant to §71 (1) No. 8 Stock Corporation Act on the stock exchange or by an offer to all shareholders. The Management Board is also authorized to dispose of the purchased shares against contribution in kind with the exclusion of shareholders’ pre-emptive rights for the purpose of acquiring companies or shareholdings in companies or other assets that serve to advance the company’s business operations. In addition, the Management Board is authorized, in case it disposes of such own shares by offer to all shareholders, to grant to the holders of option rights, convertible bonds and convertible participatory rights issued by the company and its affiliated companies pre-emptive rights to the shares to the extent that they would be entitled to such rights if they exercised their option and/or conversion rights. Shareholders’ pre-emptive rights are excluded for these cases and to this extent. The Management Board is also authorized to use shares purchased on the basis of authorizations pursuant to §71 (1) No. 8 Stock Corporation Act to issue staff shares, with the exclusion of shareholders’ pre-emptive rights, to employees and retired employees of the company and its affiliated companies or to use them to service option rights on shares of the company and/ or rights or duties to purchase shares of the company granted to employees or members of executive or non-executive management bodies of the company and of affiliated companies.
c) Furthermore, the Management Board is authorized, with the exclusion of shareholders’ pre-emptive rights, to sell such own shares to third parties against cash payment if the purchase price is not substantially lower than the price of the shares on the stock exchange at the time of sale. Use may only be made of this authorization if it has been ensured that the number of shares sold on the basis of this authorization does not exceed 10% of the company’s share capital at the time this authorization becomes effective or – if the amount is lower – at the time this authorization is exercised. Shares that are issued or sold during the validity of this authorization with the exclusion of pre-emptive rights, in direct or analogous application of §186 (3) sentence 4 Stock Corporation Act, are to be included in the maximum limit of 10% of the share capital. Also to be included are shares that are to be issued to service option and/or conversion rights from convertible bonds, bonds with warrants, convertible participatory rights or participatory rights, if these bonds or participatory rights are issued during the validity of this authorization with the exclusion of pre-emptive rights in corresponding application of §186 (3) sentence 4 Stock Corporation Act.
d) The Management Board is also authorized to cancel shares acquired on the basis of this or a preceding authorization without the execution of this cancellation process requiring a further resolution by the General Meeting.
e) The presently existing authorization given by the General Meeting on May 23, 2019, and valid until April 30, 2024, to purchase own shares will be cancelled with effect from the time when this new authorization comes into force.
6. Authorization to use derivatives within the framework of the purchase of own shares pursuant to §71 (1) No. 8 Stock Corporation Act
In supplementing the authorization to be resolved on under Item 5 of this Agenda to acquire own shares pursuant to §71 No. 8 Stock Corporation Act, the company is also to be authorized to acquire own shares with the use of derivatives.
The Management Board and Supervisory Board propose the following resolution:
The purchase of shares subject to the authorization to acquire own shares to be resolved under Agenda Item 5 may be executed, apart from in the ways described there, with the use
3
of put and call options or forward purchase contracts. The company may sell to third parties put options based on physical delivery and buy call options from third parties if it is ensured by the option conditions that these options are fulfilled only with shares which themselves were acquired subject to compliance with the principle of equal treatment. All share purchases based on put or call options are limited to shares in a maximum volume of 5% of the actual share capital at the time of the resolution by the General Meeting on this authorization. The term of the options must be selected such that the share purchase upon exercising the option is carried out at the latest on April 30, 2025.
The purchase price to be paid per share upon exercise of the put options or upon the maturity of the forward purchase may not exceed by more than 10% or fall below 10% of the average of the share prices (closing auction prices of the Deutsche Bank share in Xetra trading and/or in a comparable successor system on the Frankfurt Stock Exchange) on the last three stock exchange trading days before conclusion of the respective transaction in each case excluding ancillary purchase costs but taking into account the option premium received. The call options may only be exercised if the purchase price to be paid does not exceed by more than 10% or fall below 10% of the average of the share prices (closing auction prices of the Deutsche Bank share in Xetra trading and/or in a comparable successor system on the Frankfurt Stock Exchange) on the last three stock exchange trading days before the acquisition of the shares. The rules specified under Item 5 of this Agenda apply to the sale and cancellation of shares acquired with the use of derivatives.
Own shares may continue to be purchased using existing derivatives that were agreed on the basis and during the existence of previous authorizations.
7. Elections to the Supervisory Board
With effect from August 1, 2019, Dr Dagmar Valcárcel was appointed by the court as a member of the Supervisory Board of Deutsche Bank Aktiengesellschaft for Professor Dr Stefan Simon, who left the Supervisory Board with effect from the close of July 31, 2019. Dr Valcárcel’s term of office shall end with the conclusion of this Ordinary General Meeting. Furthermore, on 11 March 2020, Mr Sigmar Gabriel, former German Federal Government Minister, was appointed by the court as a member of the Supervisory Board of Deutsche Bank Aktiengesellschaft with immediate effect for Mr Jürg Zeltner, who left the Supervisory Board with effect from the close of December 15, 2019. His term of office shall also end with the conclusion of this Ordinary General Meeting. Mrs. Katherine Garrett-Kox has announced her resignation from her mandate on the Supervisory Board with effect of the conclusion of this Ordinary General Meeting. Therefore a total of three shareholder representatives are to be newly elected.
Pursuant to §96 (1) and (2) and §101 (1) Stock Corporation Act as well as §7 (1) sentence 1 No. 3 Act Concerning Co- Determination by Employees dated May 4, 1976, the Supervisory Board consists of ten members for the shareholders and ten members for the employees.
The Terms of Reference for the Supervisory Board do not contain any specification regarding joint or separate fulfillment of the gender quotas to fulfill the statutory requirements. Until now neither the shareholder representatives’ side nor the employee representatives’ side has objected to joint fulfillment of the quotas pursuant to §96 (2) sentence 3 Stock Corporation Act. Therefore, the Supervisory Board is to have overall at least six women and six men in order to fulfill the minimum quota requirements pursuant to §96 (2) sentence 1 Stock Corporation Act.
For many years now, more than 30% of the Supervisory Board members have been women; currently seven of its members are women, i.e. 35%; following the election of the proposed candidates, six of its members would be women, so 30% of the Supervisory Board members would be women. Also, since 2013, at least 30% of the shareholder representatives have been women, which would still be the case following the election of the proposed candidates. The minimum requirement is therefore fulfilled and would also be fulfilled following the election of the proposed candidates.
The Supervisory Board, based on the recommendations of the shareholder representatives of its Nomination Committee, proposes that the following people be elected as a shareholder representative to the Supervisory Board pursuant to §9 (1) sentences 2 to 3 of the Articles of Association, for the period until the end of the General Meeting that resolves on the ratification of the acts of management for the 2024 financial year:
a) Mr. Sigmar Gabriel, former German Federal Government Minister, author and publicist, place of residence: Goslar, Germany
b) Dr Dagmar Valcárcel, member of the Supervisory Board of Deutsche Bank Aktiengesellschaft and of the Supervisory Board of amedes Holding GmbH (with registered seat in Hamburg, Deutschland), place of residence: Madrid, Spain
c) Dr Theodor Weimer, Chairman of the Management Board ( CEO ) of Deutsche Börse Aktiengesellschaft (with registered seat in Frankfurt am Main, Germany), place of residence: Wiesbaden, Germany
Mr. Gabriel is, in addition to his position as a member of the Supervisory Board of Deutsche Bank Aktiengesellschaft, a member of the statutory Supervisory Board of GP Günter Papenburg AG with registered seat in Hanover, Germany. He is not a member of a comparable German or foreign supervisory body.
Dr Valcárcel is, in addition to her position as a member of the Supervisory Board of Deutsche Bank Aktiengesellschaft, not a member of any statutory Supervisory Board. She is a member of the Supervisory Board of amedes Holding GmbH with registered seat in Hamburg, Germany, which is comparable to a statutory supervisory body.
Dr Weimer is a member of the statutory Supervisory Board of FC Bayern München AG with registered seat in Munich,
4
Germany. He is not a member of a comparable German or foreign supervisory body.
Based on the Supervisory Board’s evaluation, Mr. Gabriel and Dr Valcárcel do not have personal or business relations with Deutsche Bank Aktiengesellschaft or its Group companies, the executive bodies of Deutsche Bank Aktiengesellschaft or a shareholder holding a material interest in Deutsche Bank Aktiengesellschaft which would be subject to disclosure to the General Meeting. Dr Weimer is Chairman of the Management Board ( CEO ) of Deutsche Börse Aktiengesellschaft. There are permanent business relationships between companies of Deutsche Börse Group and Deutsche Bank Group. However, all of these are carried out on market terms, and most are carried out by subsidiaries of Deutsche Börse Aktiengesellschaft without involvement of Dr Weimer as CEO of Deutsche Börse Aktiengesellschaft. There are no personal relationships between Dr Weimer and Deutsche Bank Aktiengesellschaft, its Group companies, members of their corporate bodies or a major shareholder.
The election proposals reflect the objectives resolved by the Supervisory Board for its composition and are intended to fulfill as comprehensively as possible the profile of requirements adopted by the Supervisory Board. All of the candidates are far from the regular maximum age limit defined by the Supervisory Board.
The Supervisory Board expects – also based on discussions with the candidates – that all candidates can devote the expected amount of time to their Supervisory Board work.
The candidates’ resumes are presented in the “Reports and Notices” section that follows in this Agenda.
8. Amendment to the Articles of Association
§16 (1) of the Articles of Association governs the event location where the General Meeting may take place. The current regulation is worded as follow:
“The General Meeting shall be called by the Management Board or the Supervisory Board to take place in Frankfurt am Main, Düsseldorf or any other German city with over 500,000 inhabitants.”
The Management Board and Supervisory Board hold the view that the company should have greater flexibility in selecting the city where the General Meeting takes place, also to have more flexibility to select an event location. The restriction of the city to Frankfurt am Main, Düsseldorf or another German city with more than 500,000 inhabitants limits the selection possibilities in such regard. Nonetheless, it shall continue to be ensured that the event location is easily reachable for all shareholders. Therefore, in the future, it is to be provided for that the General Meeting can also be convened in a German city with more than 250,000 inhabitants.
Against this backdrop, the Management Board and Supervisory Board propose the following resolution:
§16 (1) of the Articles of Association is re-worded to read as follows:
“The General Meeting shall be convened by the Management Board or the Supervisory Board to take place in Frankfurt am Main, Düsseldorf, or any other German city with over 250,000 inhabitants.”
Reports and notices
Ad Items 5 and 6:
Report of the Management Board to the General Meeting pursuant to §71 (1) No. 8 in conjunction with §186 (4) Stock Corporation Act
Under Item 5 of the Agenda, the company is to be authorized to purchase its own shares; Item 6 of the Agenda regulates the possibility of purchasing own shares by using derivatives. The use of put and call options for the purchase of own shares gives the company the possibility of optimizing a buyback. As shown by the specific limitation to 5% of the share capital, it is only intended to supplement the range of instruments available for share buybacks and to extend the possibilities for their use. Both the regulations governing the structure of the options and the regulations governing the shares suitable for delivery ensure that this form of purchase take account of the principle of equal treatment of share- holders. As a rule, the term of the options will not exceed 18 months. In connection with share-based remuneration components which must be granted as deferred compensation over a multiple-year period and are to be subject to forfeiture pursuant to the regulations applicable to banks at least for management board members and employees whose activities have a material impact on the overall risk profile of the bank, the use of call options with longer terms is to be made possible to establish offsetting positions. Under this authorization, Deutsche Bank Aktiengesellschaft will only acquire such longer-term options on shares corresponding to a volume of no more than 2% of the share capital.
Under Item 5 of the Agenda, the company is also to be authorized to resell purchased shares. The possibility of reselling own shares enables them to be used for the renewed procurement of own funds capital. Besides sale through the stock exchange or by offer to all shareholders – both of which would ensure equal treatment of shareholders under the legal definition – the proposed resolution also provides that the own shares are at the company’s disposal to be offered as consideration for the acquisition of companies, share- holdings in companies or other assets that serve to advance the company’s business operations subject to the exclusion of shareholders’ pre-emptive rights. This is intended to enable the company to react quickly and successfully, on both national and international markets, to advantageous offers or any other opportunities to acquire companies, shareholdings in companies or other assets. It is not uncommon in the course of negotiations to have to provide shares instead of cash as consideration. This authorization takes account of that fact.
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Over and above this, the authorization makes it possible, in the case of a sale of the shares by offer to all shareholders, to partially exclude shareholders’ pre-emptive rights in favor of holders of option rights, convertible bonds and convertible participatory rights issued by the company and its affiliated companies. The background to this is that conversion and option conditions based on customary market practice contain regulations according to which, in case of a rights offer to shareholders of the company for new shares, the conversion or option price is to be discounted based on a dilution protection formula if the holders of conversion or option rights are not granted pre-emptive rights to shares on the scale to which they would be entitled after exercising their option or conversion rights and/or fulfilling a conversion obligation, if any. The possibility proposed here to exclude pre-emptive rights provides the Management Board with a choice between these two different arrangements in such situations.
In addition, the authorization makes it possible to use the shares as staff shares for employees and retired employees of the company and its affiliated companies or to service option rights and/or purchase rights or purchase obligations relating to the company’s shares that were granted to employees and members of the executive and non-executive management bodies of the company and its affiliated companies. For these purposes, the company disposes, to some extent, over authorized and conditional capital and/ or creates such capital, as the case may be, together with the respective authorization. In part, the possibility of a cash payment in connection with the granting of option rights is foreseen. The use of existing own shares instead of a capital increase or cash payment may make economic sense. The authorization is intended to increase the available scope in this respect. The situation is similar in cases in which purchase rights or obligations relating to the company’s shares are granted to employees or members of the executive and non-executive management bodies of the company or its affiliated companies as an element of compensation. In this context, the price risk that might otherwise materialize can also be effectively controlled by the use of own shares purchased. A corresponding exclusion of shareholders’ pre-emptive rights is also required for this use of purchased shares.
Finally, Management is also to be given the possibility of excluding pre-emptive rights pursuant to §186 (3) sentence 4 Stock Corporation Act with respect to the re-sale against cash payment of the shares purchased on the basis of this authorization. This statutory possibility of excluding
pre-emptive rights enables Management to take advantage of favorable stock market situations without delay and, by determining a price close to market, to obtain the highest possible issue amount and thus to strengthen own funds capital to the greatest extent possible. This possibility is particularly important to banks in view of the special equity capital requirements they are subject to. The utilization of this possibility, also for own shares, enlarges the scope for strengthening capital, even at times when markets are not particularly receptive. The authorization ensures that pursuant to it, shares may only be sold with the exclusion of share- holders’ pre-emptive rights, based on §186 (3) sentence 4
Stock
Corporation
Act,
up
to
the
maximum
limit
specified therein
of
10%
of
the
share
capital.
To
be
counted
towards this
maximum
limit
of
10%
are
shares
that
were
issued
or sold
during
the
validity
of
this
authorization
with
the
exclusion of pre-emptive rights in direct or analogous application
of
§186
(3)
sentence
4
Stock
Corporation
Act.
Also
to be
counted
towards
this
maximum
limit
are
shares
that
are to
be
issued
to
service
option
and/or
conversion
rights
from convertible
bonds,
bonds
with
warrants,
convertible
participatory
notes
or
participatory
notes
with
warrants
if
these bonds
or
participatory
rights
were
issued
with
the
exclusion
of
pre-emptive
rights
in
corresponding
application
of
§186
(3) sentence 4 Stock Corporation Act during the validity of this authorization. Management will keep any mark-down on the stock market price as low as possible. It will probably be limited
to
a
maximum
of
3%,
but
will
not
in
any
event
exceed
5%.
Ad Item 7:
Resumes and other information on the Supervisory Board candidates nominated for election under Agenda Item 7
6
Sigmar Gabriel,
Former
German
Federal
Government
Minister
Place
of
residence:
Goslar,
Germany
|
Personal data |
|
|
|
Year of birth: |
1959 |
|
|
Nationality: |
German |
|
|
Appointed by court: |
11 March 2019 |
|
|
Term expires: |
2020 |
Position
Author and publicist
Career
|
Since 2019 |
Senior Advisor, Eurasia Group, New York, USA |
|
|
Since 2018 |
Partner, self-employed advisor, Speech Design SGL GbR, Berlin, Germany |
|
|
2017 – 2018 |
Federal Minister for Foreign Affairs, Federal Foreign Office, Berlin, Germany |
|
|
2013 – 2016 |
Federal Minister, Federal Ministry for Economic Affairs and Energy, Berlin, Germany |
|
|
2013 – 2018 |
Vice Chancellor, German Federal Government, Berlin, Germany |
|
|
2009 – 2013 |
SPD Chairman, SPD Political Party Headquarters, Berlin, Germany |
|
|
2005 – 2009 |
Federal Minister, Federal Ministry for the Environment, Nature Conservation and Reactor Safety, Berlin, Germany |
|
|
2005 – 2019 |
Member of the SPD Parliamentary Group, German Bundestag, Berlin, Germany |
|
|
2003 – 2005 |
Leader of the SPD Parliamentary Group, State Parliament of Lower Saxony, Hanover, Germany |
|
|
1999 – 2003 |
Minister President, Government of Lower Saxony, Hanover, Germany |
|
|
1991 – 1999 |
Member of the Town Council, Goslar, Germany |
|
|
1990 – 2005 |
Member of the State Parliament, State Parliament of Lower Saxony, Hanover, Germany |
|
|
1989 – 1990 |
Lecturer for adult education, Lower Saxony Adult Education Centre (Volkshochschule), Goslar, Germany |
|
|
1987 – 1998 |
Member of the District Parliament, District of Goslar, Germany |
Education
|
1987 – 1989 |
Secondary State Exam, Secondary School Teacher Qualification, German Studies and Political Science, University of Göttingen, Germany |
|
|
1982 – 1987 |
First State Exam, Teacher training, German, Literature, Politics and Sociology, University of Göttingen, Germany |
Memberships in statutory supervisory boards in Germany
GP
Günter Papenburg
AG
, Hanover, Germany
Memberships in comparable boards
None
7
Dr Dagmar Valcárcel
Place of residence: Madrid, Spain
|
Personal data |
|
|
|
Year of birth: |
1966 |
|
|
Nationality: |
German/ Spanish |
|
|
Appointed by court: |
2019 |
|
|
Term expires: |
2020 |
Position
Member of the Supervisory Board of Deutsche Bank
Aktiengesellschaft and of the Supervisory Board of amedes
Holding GmbH (with registered seat in Hamburg, Germany)
Career
|
2017 – 2019 |
Chair of the Management Board, Andbank Asset Management Luxembourg S.A., Luxembourg |
|
|
2016 – 2017 |
Non-executive member of the General Council, Hellenic Financial Stability Fund, Greece |
|
|
2016 – 2017 |
Chair of the Management Board, Barclays Vida y Pensiones, S.A.U., Madrid, Spain |
|
|
2015 – 2017 |
Head of Strategic Resolution, Insurance Operations, Barclays Non-Core, Barclays Bank PLC , London, UK , and Madrid, Spain |
|
|
2012 – 2015 |
General Counsel Western Europe, Barclays Bank PLC , London, UK |
|
|
2010 – 2011 |
Head of Legal Central Europe and Middle East, Barclays Bank (Suisse) SA , Geneva, Switzerland |
|
|
2003 – 2009 |
Legal Counsel, Terra Firma Capital Partners Limited, London, UK |
|
|
1999 – 2003 |
Senior Associate, Freshfields Bruckhaus Deringer, London, UK , Düsseldorf and Frankfurt, Germany |
|
|
1997 – 1999 |
Associate, Clyde & Co, London, UK |
|
|
1995 – 1996 |
Legal Counsel, General & Cologne Re, Cologne, Germany |
Education
|
1998 |
Solicitor, England & Wales, College of Law, London, UK |
|
|
1995 |
Licenciada, UNED , Madrid, Spain |
|
|
1995 |
German Second State Examination in Law, Higher Regional Court ( OLG ) Düsseldorf, Germany |
|
|
1994 |
PhD in Law from the University of Bonn, Germany |
|
|
1991 |
German First State Examination in Law, Higher Regional Court ( OLG ) Düsseldorf, Germany |
Memberships in statutory supervisory boards in Germany
None
Memberships in comparable boards
Member of the supervisory board of amedes Holding GmbH, Hamburg, Germany
8
Dr Theodor Weimer
Place of residence: Wiesbaden, Germany
|
Personal data |
|
|
|
Year of birth: |
1959 |
|
|
Nationality: |
German |
Position
Chairman
of
the
Management
Board
(
CEO
),
Deutsche
Börse Aktiengesellschaft, Frankfurt am Main, Germany (since 01/2018)
Career
|
2009 – 2017 |
HypoVereinsbank/ UniCredit Bank AG , Munich: Spokesman of the Management Board |
|
|
2013 – 2017 |
Member of the Executive Committee of Unicredit Group, Milan, Italy |
|
|
2011 – 2013 |
Member of the Business Executive Committee of Unicredit Group, Milan, Italy |
|
|
2008 |
Bayerische Hypo-und Vereinsbank AG / UniCredit Group, Munich, Germany: Executive Chairman of Global Investment Banking; designated Spokesman of the Management Board as of 1 January 2009 |
|
|
2007 |
UniCredit Group, Milan, Italy: Markets & Investment Banking Division; Head of Global Investment Banking |
|
|
2001 – 2007 |
Goldman, Sachs& Co. oHG, Frankfurt am Main, Germany |
|
|
2004 – 2007 |
Partner, Investment Banking Division |
|
|
2001 – 2004 |
Managing Director |
|
|
1995 – 2001 |
Bain& Company, Inc., Munich, Germany: Senior Partner, member of the Global Management Committee of Bain& Company, Boston, USA |
|
|
1988 – 1995 |
McKinsey& Company, Düsseldorf, Germany: Management Consultant |
Education
|
1984 – 1987 |
University of Bonn, Germany: Assistant at the research chair of Prof Dr Albach; PhD (Dr rer. pol.) |
|
|
1978 – 1984 |
Studies in economics, business administration and geography at the University of Tübingen, Germany and the University of St. Gallen, Switzerland |
Board memberships
Memberships in statutory supervisory boards in Germany
FC
Bayern München
AG
, Munich, Germany
Memberships in comparable boards
None
9
Total number of share s and voting rights
The company’s share capital at the time of convocation of this General Meeting amounts to €5,290,939,215.36 and is divided up into 2,066,773,131 registered (no par value)
shares with eligibility to vote at and participate in the General Meeting. At the time of convocation of this General Meeting, 10,480,032 of these no par value shares consist of own shares held in treasury, which do not grant any rights to the company.
General Meeting without physical presence of shareholders or their representatives
On the basis of Section 1(2) and (6) of the Act on Measures in Company, Cooperative, Association, Foundation and Property Law to Combat the Effects of the COVID 19 Pandemic (“ COVID -19 Act”), published as Article 2 of the Act to Mitigate the Consequences of the COVID 19 Pandemic in Civil, Insolvency and Criminal Proceedings law of 27 March 2020, published in the Federal Gazette, Part I, of 27 March 2020, the Management Board decided, with the approval of the Supervisory Board, to hold the Annual General Meeting as a virtual general meeting without the physical presence of the shareholders or their representatives. The Annual General Meeting shall be held in the physical presence of the Chairman of the general meeting, members of the Management Board and the notary responsible for the minutes as well as the company’s voting representatives at the company’s premises in Taunusanlage 12, 60325 Frankfurt am Main, Germany.
Since the holding of the general meeting as a virtual general meeting on the basis of the COVID -19 Act leads to certain modifications in the course of the meeting and the exercise of shareholders’ rights, we ask our shareholders to pay particular attention to the following indications on the possibility of watching the general meeting via audio and video broadcast, the exercise of voting rights, the right to submit questions and other shareholders’ rights.
Audio and video broadcast of the General Meeting
The entire General Meeting can be followed by shareholders registered in the share register over the Internet via the shareholder portal of Deutsche Bank Aktiengesellschaft. The shareholder portal can be accessed at: netvote.db.com .
Shareholders who are already registered in the shareholder portal can log in with their access data and access the audio and video broadcast of the General Meeting from 9.30 a.m. on the day of the General Meeting. Shareholders registered in the share register, who have not previously registered in the shareholder portal and only wish to follow the audio and video broadcast of the General Meeting, can log in to the shareholder portal without registering permanently by using their shareholder number and the access code sent with the invitation letter to shareholders registered in the share register. However, the voting by electronic absentee vote and the electronic issuing of proxy authorisations and instructions to the company’s voting representatives via the shareholder portal require registration on the shareholder portal as well as timely registration for the General Meeting.
Registration
for
the
General
Meeting
and
exercise
of voting
rights;
registration
stop
Pursuant to §17 of the Articles of Association, shareholders who are entered in the share register and have given notice in due time to the company of their intention to attend are entitled to participate in the General Meeting and exercise their voting rights. Such notification must be received by the company by no later than May 14, 2020, 24:00 ( CEST ) either electronically via the company’s shareholder portal (netvote. db.com) or in writing to the domicile of the company in Frankfurt am Main or to the following address:
Deutsche Bank Aktiengesellschaft
Aktionärsservice
Postfach 14 60
61365 Friedrichsdorf
Germany
e-mail: deutschebank.hv@linkmarketservices.de
As set out in §67 (2) sentence 1 Stock Corporation Act in the version applicable according to §26j (4) Introductory Act to the Stock Corporation Act until September 3, 2020, only those who are listed in the share register are considered shareholders of the company. As a result, the status of the entries in the share register on the day of the General Meeting is decisive for determining the number of votes a duly registered shareholder is entitled to at the General Meeting. For technical processing reasons, however, no changes to the share register will be carried out (“registration stop”) between the end of May 14, 2020 (“technical record date”), and the conclusion of the General Meeting. Therefore, the entry status in the share register on the day of the General Meeting will correspond to the status after the last change of registration on May 14, 2020. The registration stop does not mean the shares are blocked for disposal. Share buyers whose change of registration requests are received by the company after May 14, 2020, however, cannot de facto exercise the rights to vote and other shareholder rights on the basis of these shares, unless they have obtained a power of attorney to do so or an authorization to exercise such rights. In such cases, voting rights and other shareholder rights are retained by the shareholder entered in the share register until the change of registration. All buyers of the company’s shares who are not yet registered in the share register are therefore requested to submit change of registration requests in due time.
Exercise of voting rights by authorized representatives
Shareholders registered in the share register may also have their voting rights exercised by an authorized representative (proxy) – for example, a bank or a shareholders’ association – by way of absentee voting or by granting sub-power of attorney to the company employees appointed by the company as proxies. The issue of the power of attorney, its cancellation and proof of the proxy authorization vis-à-vis the company are required, in principle, in text form if the power of attorney to exercise the voting right is granted neither to an intermediary nor to a shareholders’ association, a proxy advisor within the meaning of §134a (1) No. 3 and (2) No. 3
10
Stock Corporation Act or another person with an equivalent status pursuant to §135 (8) Stock Corporation Act.
Registration in due time for the General Meeting is also necessary in case powers of attorney are issued (proxy authorization).
Proof of the proxy authorization vis-à-vis the company can also be sent electronically to the following e-mail address: deutschebank.hv@linkmarketservices.de
If powers of attorney to exercise voting rights are issued to intermediaries, shareholders’ associations, proxy advisors within the meaning of §134a (1) No. 3 and (2) No. 3 Stock Corporation Act or other persons with an equivalent status pursuant to §135 (8) Stock Corporation Act, the requisite form for these is specified, where appropriate, by the recipients.
The company also offers its shareholders the possibility of being represented by company employees appointed by the company as proxies to exercise shareholders’ voting rights at the General Meeting. These company proxies will only vote in accordance with the instructions issued to them. The power of attorney can be issued and the instructions can be submitted in writing to the following address:
Deutsche Bank Aktiengesellschaft
Aktionärsservice
Postfach 14 60
61365 Friedrichsdorf
Germany
Furthermore, there is also the possibility to issue the power of attorney and instructions to the company employees appointed as proxies electronically via the shareholder portal (netvote.db.com) before, but also during, the General Meeting on May 20, 2020 until the conclusion of the questions and answers. This requires registration on the shareholder portal as well as timely registration for the General Meeting.
Details on how to issue a power of attorney and instructions using the Internet are given in the documents sent to the shareholders.
Submitting absentee votes
As in previous years, shareholders listed in the share register can submit their votes through absentee voting. Registration in due time is indispensable for this form of voting, too.
The registration for absentee voting must be received by the company in writing or using electronic communication before the registration period expires, i.e. at the latest by May 14, 2020, 24:00 ( CEST ). For absentee voting in writing, please use the personalized registration form sent to you with the invitation and return it to the following address:
Deutsche Bank Aktiengesellschaft
Aktionärsservice
Postfach 14 60
61365 Friedrichsdorf
Germany
e-mail: deutschebank.hv@linkmarketservices.de
In order to register for absentee voting and to submit your absentee ballot using electronic communication, please use the shareholder portal (netvote.db.com) for this.
After May 14, 2020, you will no longer be able to submit or change your votes through absentee voting through the mail. This also applies if you have previously issued a power of attorney to a third party or a company proxy.
A change of votes cast in the absentee ballot is only possible after May 14, 2020, using the shareholder portal. This also requires registration on the shareholder portal. This possibility of changing votes ends on the day of the General Meeting after the conclusion of the questions and answers; the Chairman of the General Meeting will inform on this in due time.
Furthermore, authorized intermediaries, proxy advisors within the meaning of §134a (1) No. 3 and (2) No. 3 Stock Corporation Act, and shareholders’ associations or other persons with an equivalent status pursuant to §135 (8) Stock Corporation Act may also make use of absentee voting pursuant to the rules described above and in observing the specified deadlines.
Requesting documents for the General Meeting
Requests for documents for the General Meeting can be sent to the following address:
Deutsche Bank Aktiengesellschaft
Aktionärsservice
Postfach 14 60
61365 Friedrichsdorf
Germany
e-mail: deutschebank.hv@linkmarketservices.de
Telefax: +49 69 2222 34283
Documents for and additional information concerning the General Meeting are also accessible through the Internet at www.db.com/general-meeting . These documents will continue to be available on the aforementioned website throughout the General Meeting and – if necessary – will be explained during the General Meeting in more detail.
Requests for additions to the Agenda pursuant to §122 (1) Stock Corporation Act
Shareholders whose aggregate shareholdings represent 5% of the share capital or the proportionate amount of €500,000 (the latter of which corresponds to 195,313 shares) may request that items be placed on the Agenda and published.
The request must be addressed in writing to the Management Board of the company and be received by the company
11
at the latest by Sunday, April 19, 2020, 24:00 ( CEST ). Please send such requests to the following address:
Deutsche Bank Aktiengesellschaft
Management Board
60262 Frankfurt am Main
Germany
Each new item of the Agenda must also include a reason or a resolution proposal. An applicant or applicants making such a request must prove that they have owned their shares for at least 90 days before the date of the receipt of the request by the company and that they will continue to hold the shares until the Management Board’s decision on the request. The provisions of §70 and §121 (7) Stock Corporation Act must be observed in determining this period.
The publication and forwarding of requests for additions are carried out in the same way as in the convocation.
Shareholders’ counterproposals and election proposals pursuant to §126 (1), §127 Stock Corporation Act; exclusion of the right to submit proposals during the General Meeting
Due to the concept of the General Meeting as a virtual general meeting without the physical presence of shareholders and their representatives, with the exercise of voting rights only by means of absentee voting or by proxy, without electronic participation of shareholders, the right of shareholders to submit motions and proposals during the General Meeting is legally excluded. Counterproposals and election proposals within the meaning of §§126(1), 127 Stock Corporation Act as well as procedural motions may therefore not be submitted in the general meeting.
Shareholders are nevertheless given the opportunity to announce counterproposals and election proposals to the company for publication on the company’s website before the General Meeting in accordance with §§126(1), 127 Stock Corporation Act. The Management Board and the Supervisory Board reserve the right to address at the General Meeting counterproposals and election proposals that fulfill the following conditions.
Consequently, the company’s shareholders may submit counterproposals to the proposals of the Management Board and/ or Supervisory Board on specific Agenda Items and election proposals for the election of Supervisory Board members or auditors before the General Meeting. Such proposals (with their reasons) and election proposals are to be sent solely to:
Deutsche Bank Aktiengesellschaft
Investor Relations
60262 Frankfurt am Main
Germany
e-mail:
HV.2020@db.com
Telefax:
+49
69
910
38591
Counterproposals should stipulate a reason; this does not apply to election proposals.
Shareholders’ counterproposals and election proposals that fulfill
the
requirements
and
are
received
by
the
company
at the
address
specified
above
by
Tuesday,
May
5,
2020,
24:00 (
CEST
),
at
the
latest,
will
be
made
accessible
without
undue delay through the website
www.db.com/general-meeting
along
with
the
name
of
the
shareholder
and,
specifically
in the
case
of
counterproposals,
the
reason
and,
in
the
case
of election
proposals,
the
additional
information
to
be
provided by
the
Management
Board
pursuant
to
§127
sentence
4
Stock Corporation
Act,
as
well
as
any
comments
by
management.
The company is not required to make a counterproposal and its reason or an election proposal accessible if one of the exclusionary elements pursuant to §126 (2) Stock Corporation Act exists, for example, because the election proposal or counterproposal would lead to a resolution by the General Meeting that breaches the law or the Articles of Association or its reason apparently contains false or misleading information with regard to material points. Furthermore, an election proposal need not be made accessible if the proposal does not contain the name, the current occupation and the place of residence of the proposed person as well as his / her membership in other statutory supervisory boards. The reason for a counterproposal need not be made accessible if its total length is more than 5,000 characters.
It should be noted that questions are to be submitted only in the way described in the section “Submission of questions by electronic means” below.
Submission of statements for publication before the General Meeting
Due to the concept of the virtual general meeting with the exercise of voting rights only by means of absentee voting or by proxy and without electronic participation of shareholders, shareholders will not be able to comment on the agenda at the General Meeting.
However, shareholders will be given the opportunity to submit statements relating to the agenda of the General Meeting for publication by the company on the company’s website before the General Meeting.
It is requested that such statements, including the name and shareholder number, are submitted in text form by Thursday, 14 May 2020, 24:00 ( CEST ) to the following address, fax number or e-mail address:
Deutsche Bank Aktiengesellschaft
Investor Relations
60262
Frankfurt
am
Main,
Germany
E-Mail:
HV.2020@db.com
Telefax:
+49
69
910
38591
The length of a statement should not exceed 10,000 characters.
The name of the submitting shareholder shall be disclosed in the publication only if the shareholder has expressly agreed to such disclosure when submitting the statement.
12
It should be noted that there is no legal right to have a sub- mitted statement published and that the company reserves the right to refrain from publishing statements with offensive content, content that could qualify as a criminal offence, obviously false or misleading content or content without any reference to the agenda of the General Meeting, and statements the length of which exceeds 10,000 characters or which have not been submitted by the aforementioned date at the address, fax number or e-mail address mentioned above. Likewise, the company reserves the right to publish only one statement per shareholder.
It should be noted that questions are to be submitted only in the way described in the section “Submission of questions by electronic means” below.
Submission of questions by electronic means
Based on §1(2) No. 3, sentence 2 second half-sentence of the COVID -19 Act, the Management Board decided with approval of the Supervisory Board that shareholders must submit their questions to the company by electronic means at the latest two days before the General Meeting. The Management Board will decide in its own dutiful discretion which questions to answer and how to answer them.
Only shareholders duly registered for the General Meeting can submit their questions. Questions must be submitted at the latest by Sunday, 17 May, 24:00 ( CEST ) at the following e-mail address:
HV.2020@db.com
Questions can only be taken into account if the question or questions are submitted accompanied by evidence of the share ownership, i.e. the name, date of birth and address of the shareholder or the shareholder number.
When answering questions during the General Meeting, the name of the shareholder who submitted the question is only disclosed (to the extent that questions are answered individually) if the shareholder explicitly agreed to such disclosure when submitting the question. The same shall apply to any publication of questions and, where appropriate, answers on the company’s website before the General Meeting: In this case, too, the name of the shareholder will only be disclosed if the shareholder has expressly agreed to the disclosure of his / her name.
Objections against resolutions of the General Meeting
Shareholders who have exercised their right to vote by means of absentee vote (in writing or by electronic means) or by way of proxy authorisation may, by electronic communication, declare their objection to the resolutions of the General Meeting to the notary responsible for the minutes of the General Meeting. Respective objection declarations can be sent to the notary via the e-mail address
Notar.DB.HV2020@hoganlovells.com
and are possible from the opening of the General Meeting until
its
closure
by
the
Chairman
of
the
General
Meeting.
The declaration shall be accompanied by evidence of the share ownership, i.e. either the name, date of birth and address of the
shareholder
or
the
shareholder
number.
Additional information
Additional information on shareholders’ rights can be found on the company’s website at www.db.com/general-meeting .
Notice on the company’s website
Information pursuant to §124a Stock Corporation Act on this year’s Ordinary General Meeting is accessible on the company’s website at www.db.com/general-meeting . Following the General Meeting, the voting results will be announced at the same Internet address.
Privacy notice for shareholders and their representatives
The information we provide in the following is intended to give you an overview of the processing of your personal data as a Deutsche Bank shareholder (including any representatives you designate) as well as the rights you are entitled to under data protection law.
If
you
have
registered
to
use
our
shareholder
portal,
additional
data
protection
information
applies
to
such
use
and can
be
viewed
at
any
time
using
the
shareholder
portal.
Who is responsible for data processing and whom can I contact?
The “Controller” responsible for data processing is:
Deutsche Bank Aktiengesellschaft
Taunusanlage 12
60325 Frankfurt am Main
Germany
Telephone: +49 69 910 10000
Telefax: +49 69 910 10001
e-mail: deutsche.bank@db.com
You can contact our company Data Protection Officer at:
Deutsche Bank Aktiengesellschaft
Data Protection Officer
Taunusanlage 12
60325 Frankfurt am Main
Germany
Telephone: +49 69 910 10000
e-mail: germany.dpo@db.com
Should you have any questions as a shareholder about data protection and the General Meeting, please call the General Meeting Hotline at 0800 100 4798 (available from within Germany).
What personal data and data sources do we use?
Shares of Deutsche Bank Aktiengesellschaft are registered shares. §67 Stock Corporation Act in the version applicable according to §26j (4) Introductory Act to the Stock Corporation Act until September 3, 2020 requires that registered
13
shares be entered into the company’s share register stating the name, date of birth and address of the shareholder as well as the number of shares held. The shareholder is generally required to provide this information to the company.
The credit institutions involved in the acquisition or custody of your registered shares of Deutsche Bank Aktiengesellschaft regularly forward to us the information relevant for the administration of the share register. This is carried out by Clearstream Banking Frankfurt, which performs the technical settlement of securities transactions and the custody of shares on behalf of companies as the central securities depository.
The
personal
data
provided
by
the
shareholder
is
used
exclusively to update our share register based on such information, and information regarding the shareholder and/ or the shareholder’s
representative
is
used
to
properly
conduct
the General
Meeting.
We
use
the
data
collected
during
the
General
Meeting
to
create
lists
of
participants
and
to
document
the
voting
results.
Why do we process your data and on what legal basis do we do so?
We process your personal data in compliance with the EU General Data Protection Regulation, the Stock Corporation Act and all other relevant legal provisions, including the German Federal Data Protection Act. The key provisions here are §67 Stock Corporation Act (currently still in the version applicable pursuant to §26j (4) Introductory Act to the Stock Corporation Act), §123 (2) Stock Corporation Act in conjunction with §17 (1) and (2) of our Articles of Association and §129 (1) sentence 2 Stock Corporation Act in conjunction with Article 6 (1) letter c) General Data Protection Regulation. If you mandate us to provide services, we use data to per- form our contractual obligations (Article 6 (1) letter b) General Data Protection Regulation). In addition, where necessary we process personal data to meet additional statutory requirements such as regulatory requirements and record retention obligations in conjunction with Article 6 (1) letter c) General Data Protection Regulation. In individual cases, we also process your personal data to safeguard our legitimate interests pursuant to Article 6 (1) letter f) General Data Protection Regulation. Should we wish to process your personal data for purposes other than those specified above, we will involve you in this decision pursuant to the statutory provisions.
The purpose of the data processing is the administration and technical management of the share register as well as the preparation, execution and post-processing of the General Meeting. This data processing does not involve fully auto- mated decision-making as defined by Article 22 General Data Protection Regulation.
Data relating to representatives authorized by a shareholder to exercise the shareholder’s rights are only used to conduct the General Meeting.
Which categories of recipients do we disclose your data to and who receives access?
We use external service providers for the administration and technical management of the share register and the execution of the General Meeting. These service providers are engaged as data processors as defined by Article 28 General Data Protection Regulation and process your personal data exclusively based on the instructions of Deutsche Bank Aktiengesellschaft.
In
addition,
we
may
send
your
personal
data
to
other
recipients,
such
as
to
the
regulatory
authorities,
in
order
to
meet statutory
reporting
obligations
(e.g.
to
the
Federal
Financial Supervisory
Authority
when
a
voting
right
threshold
subject to reporting is
exceeded).
If
company
employees
appointed
as
proxies
exercise
your voting rights, members of the Management Board and Supervisory Board, the Chair of the General Meeting, the Notary
Public,
advisors
and,
where
applicable,
auditors
may view your personal data included in the list of participants pursuant
to
§129
(4)
sentence
1
Stock
Corporation
Act.
Within Deutsche Bank Aktiengesellschaft, the people who are able to access your data are those who need to do so in order to meet our obligations to you.
How long do we store your data?
We generally delete your personal data once it is no longer needed for the purposes specified above, provided we are not required to retain such data for a longer period based on statutory obligations to produce documentary evidence or retain records (e.g. pursuant to the Stock Corporation Act, Commercial Code, Tax Code, Securities Trading Act or German Banking Act). The data collected in relation to the General Meeting is usually stored for a period of three years. The standard retention period for data stored in the share register is ten years after the shares are sold.
What are your rights as a shareholder / representative?
According to
- Article 15 General Data Protection Regulation, you have the right to information (according to §67 (6) sentence 1 Stock Corporation Act, each shareholder may demand information relating to him/her that is entered in the share register).
- Article 16 General Data Protection Regulation, you have the right to have incorrect data rectified.
- Article 17 General Data Protection Regulation, you have the right to have your data erased, provided there is no legal basis for its continued storage.
- Article 18 General Data Protection Regulation, you have the right to request a restriction of the processing of your personal data. This means that, although your data will continue to be stored, it may only be processed further under restricted conditions.
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- Article 20 General Data Protection Regulation, you have the right to data portability with respect to any data you have provided us. In this case, we will provide you with the data in a structured, commonly used and machine-readable format.
- Article 21 General Data Protection Regulation, you have the right to object to the processing of your data if your particular situation justifies this.
Do you want to exercise your right to file a complaint?
You have the option to contact the Data Protection Officer of Deutsche Bank Aktiengesellschaft specified above or a data protection supervisory authority if you believe the personal data relating to you is being processed in violation of the General Data Protection Regulation or the Federal Data Protection Act. We are under the jurisdiction of the following data protection supervisory authority:
Der Hessische Beauftragte für Datenschutz und
Informationsfreiheit
Postfach 3163
65021 Wiesbaden
Germany
Telephone: +49 611 1408 0
Telefax: +49 611 1408 611
e-mail address available from:
https://datenschutz.hessen.de/über-uns/kontakt
Frankfurt am Main, April 2020
Deutsche Bank Aktiengesellschaft
The Management Board
15
Deutsche Bank
Aktiengesellschaft
Taunusanlage
12
60262
Frankfurt am Main
Germany
Telephone:
+
49
69
91000
deutsche.bank@db.com
Contact
for
Shareholders
+
49 800 9108000
AGM
Hotline
+
49 6196 8870704
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1. Information on Item 1 pursuant to § 124a sentence 1 No. 2 Stock Corporation Act (AktG)
Pursuant to §§ 172, 173 Stock Corporation Act, voting on Item 1 is not provided for as the Supervisory Board has approved the Annual Financial Statements and Consolidated Financial Statements prepared by the Management Board, thus the Annual Financial Statements have been established. § 175 (1) sentence 1 Stock Corporation Act merely stipulates that the Management Board convene the General Meeting for the purpose (inter alia) of accepting the established Annual Financial Statements and Management Report as well as for voting on the appropriation of distributable profit (if applicable) and, in the case of a parent company, also for the purpose of accepting the Consolidated Financial Statements and Management Report as approved by the Supervisory Board. The special case pursuant to § 173 Stock Corporation Act, according to which the General Meeting would be entrusted with establishing the Annual Financial Statements if the Management Board and Supervisory Board decide this, also does not apply. The Management Board and Supervisory Board have not taken such a resolution.
2. Information pursuant to § 121 (3) No. 3 Stock Corporation Act on shareholders’ rights in accordance with § 122 (2), § 126 (1) and § 127 Stock Corporation Act, § 1(2) of the COVID-19 Act (as defined below)
The convening of the General Meeting includes details on shareholders’ rights pursuant to § 122 (2), § 126 (1) and § 127 Stock Corporation Act and § 1 (2) of the Act on Measures in Company, Cooperative, Association, Foundation and Property Law to Combat the Effects of the COVID 19 Pandemic (" COVID-19 Act "), published as Article 2 of the Act to Mitigate the Consequences of the COVID 19 Pandemic in Civil, Insolvency and Criminal Proceedings law of 27 March 2020, published in the Federal Gazette Part I of 27 March 2020, which – pursuant to § 121 (3) No. 3 Stock Corporation Act – are largely limited to the deadlines for exercising these rights. The following information is intended for further clarification purposes.
a) Requests for additions to the Agenda in accordance with § 122 (2) Stock Corporation Act
Pursuant to § 122 (2) Stock Corporation Act, shareholders whose aggregate shareholdings represent one-twentieth of the share capital or the proportionate amount of €500,000 (the latter corresponds to 195,313 shares) may request that items be placed on the Agenda and published. Each new item of the Agenda must also include a reason or a resolution proposal. Requests must be addressed in writing (§ 126 German Civil Code) to the Management Board of the company and received by the company at least 30 days before the General Meeting; the day of the General Meeting and the day of receipt are not included in this calculation. Based on this, the last possible date for the receipt of requests is Sunday, April 19, 2020, midnight (CEST). Requests received after this date will not be considered. The address of the Management Board is as follows:
Deutsche Bank Aktiengesellschaft
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Management Board
60262 Frankfurt am Main, Germany
Pursuant to § 122 (2) in conjunction with (1) Stock Corporation Act, shareholders making such requests must prove that they have held the required number of shares for at least 90 days prior to the day the request is received and that they will hold the shares until the Management Board decides on the request. § 121 (7) Stock Corporation Act is to be applied accordingly to the calculation of the period. According to this, the days are counted back, whereby the day on which the request is received shall not be included, and any move from a Sunday, Saturday or public holiday to a preceding or subsequent business day shall not be possible. §§ 187 to 193 German Civil Code shall not be applied accordingly. For the purposes of proof, it is sufficient to provide the entry in the share register or an equivalent note of confirmation issued by the institution where the securities account is held. § 70 Stock Corporation Act applies when calculating the time for which shares have been held. According to this, a claim to the transfer of ownership vis-à-vis a credit institution, financial services provider or an enterprise operating pursuant to § 53 (1) sentence 1 or § 53b (1) sentence 1 or (7) of the German Banking Act is considered to be the same as ownership. The period during which the share was owned by a predecessor in title shall be attributed to the shareholder, provided that he has acquired the share without consideration, from his fiduciary, as a successor in title by operation of law, in connection with the dissolution of a community of interests or as a result of a transfer of assets in accordance with § 13 of the Insurance Supervision Act or § 14 of the Building and Loan Associations Act (§ 70 sentence 2 Stock Corporation Act).
Additional agenda items that are to be published – if they have not already been published upon convening the meeting – will be published in the Bundesanzeiger without delay after the company receives them and forwarded for publication to other such media that can be expected to distribute the information throughout the European Union. Furthermore, without delay after receipt by the company, the additional agenda items will be made accessible on the website www.db.com/general-meeting and announced to all shareholders.
Below is the wording of the regulations of the Stock Corporation Act upon which this shareholder right is based:
§ 122 (1) and (2) (Calling of a meeting at the request of a minority)
(1) The general meeting shall be called if shareholders whose aggregate shareholdings equal or exceed one-twentieth of the share capital, demand such meeting in writing, stating the purpose of and reasons for such a meeting; such demand shall be addressed to the management board. The articles may provide that the right to demand a general meeting shall require another form or the holding of a lower proportion of the share capital. Persons submitting a request must prove that they have held the shares for at least 90 days before the datethe request is received and that they hold the shares until the management board decides on the request. § 121 (7) shall be applied accordingly.
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(2) In the same manner, shareholders whose aggregate shareholdings amount to one-twentieth of the share capital or represent an amount of the share capital corresponding to 500,000 euros, may request that items are placed on the agenda and published. Each new item shall be accompanied by an explanation or a resolution proposal. The request in the sense of sentence 1 shall be provided to the company at least 24 days, in the case of listed companies at least 30 days, prior to the meeting; the day of receipt shall not be included in this calculation.
b) Shareholders’ counterproposals and election proposals pursuant to § 126 (1) and § 127 Stock Corporation Act
Due to the concept of the General Meeting as a virtual general meeting without the physical presence of shareholders and their representatives, with the exercise of voting rights only by means of absentee voting or by proxy, without electronic participation of shareholders, shareholders cannot exercise a right to bring forward motions and proposals during the General Meeting. According to the legal concept, counterproposals and election proposals within the meaning of §§ 126(1), 127 Stock Corporation Act as well as procedural motions may therefore not be submitted in the General Meeting.
Shareholders are nevertheless given the opportunity to announce counterproposals and election proposals to the company for publication on the company’s website before the General Meeting in accordance with §§ 126 (1), 127 Stock Corporation Act. The Management Board and the Supervisory Board reserve the right to address at the General Meeting counterproposals and election proposals that fulfill the following conditions.
According to § 126 and § 127 Stock Corporation Act, every shareholder is entitled to have his counterproposal or election proposal made accessible to the persons listed in § 125 (1) to (3) Stock Corporation Act based on therequirements stipulated therein. If shareholders wish for these to be made accessible, counterproposals (with their reasons) and election proposals are to be sent solely to:
Deutsche Bank Aktiengesellschaft
Investor Relations
60262 Frankfurt am Main, Germany
e-mail:
HV.2020@db.com
Telefax: +49 69 910 38591
Counterproposals or election proposals that are addressed differently need not be made accessible. Counterproposals should stipulate a reason; this does not apply to election proposals (however, they should contain, if they are to be made publicly available, the information specified in § 124 (3) sentence 4 and § 125 (1) sentence 5 Stock Corporation Act).
Counterproposals within the meaning of § 126 Stock Corporation Act and election proposals within the meaning of § 127 Stock Corporation Act will be published along with any comments by management on the website www.db.com/general-meeting, together with the name of the shareholder and, in
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the case of counterproposals, the reasons, provided these are received by the company at least 14 days before the General Meeting, whereby the day of receipt and the day of the General Meeting are not to be counted. Based on this, the last possible date for the receipt of proposals is Wednesday, May 5, 2020, midnight (CEST). There is no obligation to publish counterproposals and election proposals – even when the aforementioned deadlines have been met – for the cases laid down in § 126 (2) Stock Corporation Act, and additionally for election proposals in case of § 127 sentence 3 Stock Corporation Act. The Management Board must publish shareholders’ proposals for the election of Supervisory Board members – if the conditions specified above are fulfilled – along with the following information:
- notice of the requirements of § 96 (2) Stock Corporation Act,
- information on whether the joint fulfilment of the quotas was contested in accordance with § 96 (2) sentence 3 Stock Corporation Act, and
- information on how many positions on the Supervisory Board must be filled by women and men respectively in order to fulfil the minimum quota requirements pursuant to § 96 (2) sentence 1 Stock Corporation Act.
Below is the wording of the regulations of the Stock Corporation Act upon which these aforementioned rights are based and which also set out the requirements under which it is possible to refrain from publishing counterproposals and election proposals:
§ 126 Proposals by shareholders
(1) Proposals by shareholders together with the shareholder’s name, the grounds and any position taken by the management shall be made available to the persons entitled pursuant to § 125 (1) to (3) under the conditions stated therein if at least 14 days before the meeting the shareholder sends to the address indicated in the notice convening the meeting a counterproposal regarding a proposal of the management board and supervisory board as to an item on the agenda. The date of receipt shall not be taken into account. In the case of listed companies, publishing shall be via the company’s website. § 125 (3) shall apply correspondingly.
(2) A counterproposal and the grounds for this need not be published if
1. the management board would by reason of such communication become criminally liable;
2. the counterproposal would result in a resolution of the general meeting which would be illegal or would violate the articles of association;
3. the grounds contain statements which are manifestly false or misleading in material respects or which are libellous;
4. a counterproposal of such shareholder based on the same facts has already been published with respect to a general meeting of the company pursuant to § 125;
5. the same counterproposal of such shareholder on essentially identical grounds has already been published pursuant to § 125 to at least two general meetings of the company within the past five years and at such general meetings less than one-twentieth of the share of capital
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represented has voted in favour of such counterproposal;
6.the shareholder indicates that he will neither attend nor be represented at the general meeting; or
7. within the past two years at two general meetings the shareholder has failed to make or cause to be made on his behalf a counterproposal communicated by him.
The statement of the grounds need not be published if its total length is more than 5,000 characters.
(3) If several shareholders make counterproposals for resolution in respect to the same subject matter, the management board may combine such counterproposals and the respective statements of the grounds.
§ 127 Election proposals by shareholders
§ 126 shall apply analogously to a proposal by a shareholder for the election of a member of the supervisory board or external auditors. The election proposal need not be supported by the grounds for this. The management board also neednot publish such election proposal if it fails to contain the details required by § 124 (3) sentence 4 and § 125 (1) sentence 5. For the election of Supervisory Board members of listed corporations that are subject to the Co- Determination Act, the Coal and Steel Co-Determination Act or the Supplemental Co-Determination Act, the Management Board shall provide the following information:
1. notice of the requirements of § 96 (2),
2. information on whether the joint fulfilment of the quotas was contested in accordance with § 96 (2) sentence 3 Stock Corporation Act, and
3. information on how many positions on the Supervisory Board must be filled by women and men respectively in order to fulfil the minimum quota requirements pursuant to § 96 (2) sentence 1 Stock Corporation Act.
§ 124 (3) sentence 4 (Publication of requests for supplements; proposals for resolutions)
The proposal for the election of members of the supervisory board or auditors shall state their name, profession and place of residence.
§ 125 (1) sentences 1 and 5, (2) sentence 1, (3) (Communications to shareholders and supervisory board members) in the version applicable pursuant to § 26j (4) of the Introductory Act to the German Stock Corporation Act until September 3, 2020
(1) 1 The management board shall, at least 21 days before the meeting, announce the convening of the meeting to those credit institutions and shareholders’ associations which had exercised voting rights on behalf of shareholders in the preceding general meeting or which have requested such communication. … 5 In the case of listed companies, any proposal for the
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election of supervisory board members must be accompanied by details on their membership in other supervisory boards whose establishment is required by law; details on membership in comparable domestic and foreign controlling bodies of economic enterprises should also be provided.
(2) 1 The management board shall provide the same information to shareholders who make such request or are registered as shareholders in the company’s share register at the beginning of the 14th day before the meeting.
…
(3) Each member of the supervisory board may request that the management board send the same communications to him.
(c) Shareholders’ right to submit questions by electronic means in accordance with § 1 (2) of the COVID-19 Act
Based on § 1(2) No. 3, sentence 2 second half-sentence of the COVID-19 Act, the Management Board decided with approval of the Supervisory Board that shareholders must submit their questions to the company by electronic means at the latest two days before the General Meeting. The Management Board will decide in its own dutiful discretion which questions to answer and how to answer them
Only shareholders duly registered for the General Meeting can submit their questions. Questions must be submitted at the latest by Sunday, 17 May, 24:00 (CEST) at the following e-mail address:
HV.2020@db.com
Questions can only be taken into account if the question or questions are submitted accompanied by evidence of the share ownership, i.e. the name, date of birth and address of the shareholder or the shareholder number.
The wording of the regulations which these shareholders’ rights are based on is given below:
§ 1 (2) sentence 1 No. 3, sentence 2 of the COVID-19 Act
(2) The Management Board can decide that the Meeting shall be held without physical presence of the shareholders or their representatives as virtual General Meeting, provided that
[…]
3. the shareholders are provided the opportunity to submit questions by electronic means,
[…]
The Management Board decides in its own dutiful discretion which question to answer and how to answer them; it may also stipulate that questions must be submitted at the latest two days before the Meeting by electronic means.
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