Deutsche Bank Aktiengesellschaft 6-K, filed Oct 2, 2023
Deutsche Bank Aktiengesellschaft (DB)
About this 6-K
Deutsche Bank Aktiengesellschaft filed this 6-K on October 2, 2023.
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 September 2023
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 ☐
Explanatory note
This Report on Form 6-K contains the following exhibits. This Report on Form 6-K and the exhibits hereto are hereby incorporated by reference into Registration Statement No. 333-258403 of Deutsche Bank AG.
Exhibits
Exhibit 99.1 : Key updates communicated during Q3 2023, September 29, 2023.
Exhibit 99.2: English Translation of Articles of Association of Deutsche Bank AG in conformity with the resolutions of the General Meeting on May 17, 2023, marked to show changes from the prior version thereof.
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 2022 Annual Report on Form 20-F filed with the SEC, on pages 12 through 54 under the heading “Risk Factors.” Copies of this document are readily available upon request or can be downloaded from www.deutsche-bank.com/ir.
2
Use of Non-GAAP Financial Measures
This document and other documents we have published or may publish contain non-GAAP financial measures. Non-GAAP financial measures are measures of our historical or future performance, financial position or cash flows that contain adjustments that exclude or include amounts that are included or excluded, as the case may be, from the most directly comparable measure calculated and presented in accordance with IFRS in our financial statements. Examples of its non-GAAP financial measures, and the most directly comparable IFRS financial measures, are as follows:
For descriptions of these non-GAAP financial measures and the adjustments made to the most directly comparable financial measures under IFRS, please refer to (i) the section “Non-GAAP financial measures” of Exhibit 99.1 of our Report on Form 6-K/A dated July 28, 2023 and (ii) the section “Supplementary Information (Unaudited): Non-GAAP Financial Measures” on pages 550 through 558 of our 2022 Annual Report on Form 20-F.
When used with respect to future periods, non-GAAP financial measures we use are also forward-looking statements. We cannot predict or quantify the levels of the most directly comparable financial measures under IFRS that would correspond to these measures for future periods. This is because neither the magnitude of such IFRS financial measures, nor the magnitude of the adjustments to be used to calculate the related non-GAAP financial measures from such IFRS financial measures, can be predicted. Such adjustments, if any, will relate to specific, currently unknown, events and in most cases can be positive or negative, so that it is not possible to predict whether, for a future period, the non-GAAP financial measure will be greater than or less than the related IFRS financial measure.
3
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.
Deutsche Bank Aktiengesellschaft
Date: October 2, 2023
|
By: |
_/s/ Andrea Schriber____________ |
|
Name: |
Andrea Schriber |
|
Title: |
Managing Director |
|
By: |
_/s/ Joseph C. Kopec_ __________ |
|
Name: |
Joseph C. Kopec |
|
Title: |
Managing Director and Senior Counsel |
4
Exhibit 99.1
Key updates communicated during Q3 2023
29 September 2023
1
Key updates communicated during Q3 2023
Costs:
- - At the Q2 2023 results, James von Moltke stated that adjusted costs for FY 2023 are expected to be essentially flat compared to FY 2022 , benefiting from strict cost management, lower Single Resolution Fund charges for the current year as well as a potential restitution payment from a national resolution fund
- - Noninterest expenses for FY 2023 are expected to be slightly higher compared to FY 2022 ; this reflects higher-than-anticipated litigation charges recorded in Q2 to settle mainly longstanding matters , restructuring and severances as we realize operational efficiencies and the impact of the Numis acquisition , which is expected to close in Q4
- - With regard to the monthly cost run-rate, James von Moltke reiterated the guidance range of adjusted costs of € 1.6bn to € 1.65bn per month ; the expected impact from the recent hiring of senior O&A bankers and Numis acquisition is expected to lead to an exit run-rate of ~€ 1,675m per month
- - Looking at H2 2023, James von Moltke expects ~ € 100m of restructuring and severance per quarter , which is the remainder of the previous guidance for the year
-
-
With regard to Deutsche Bank’s efficiency
measures
of € 2.5bn,
Christian Sewing stated
at Q2 2023 results
that
€ 1bn were either already achieved, or are expected from measures now implemented
- - € 600m has already been achieved and reflected in the run-rate through a range of measures such as branch closure in the Private Bank, standardizing loan processing in the Corporate Bank and Investment Bank as well as simplifying the technical infrastructure
- - € 300m of savings are anticipated by 2025 from the complete migration of 12 million Postbank clients onto Deutsche Bank ’s technology platform
- - More than € 100m of cost savings are expected from the announced redundancies in senior non-client facing roles as more than 80% of affected staff had either been informed or left the platform as of July
- - James von Moltke reiterated at the Bank of America Global Research Financials CEO Conference that management remained focused on managing adjusted costs flat for FY 2023 despite inflationary pressures and continued investments in business growth and controls
- - He added that considering the pressures, priority is given to mandatory investments but those are beginning to roll-off and going forward the bank would have greater flexibility over discretionary investments
2
Revenues:
- - At the Q2 2023 results, Christian Sewing stated that with H1 2023 revenues of € 15bn he sees Deutsche Bank on track to deliver at the higher end of the FY 2023 guidance range of € 28bn to € 29bn
- - With regard to net interest income (NII) , James von Moltke stated that the tailwind from interest rates for FY 2023 is anticipated to be materially larger than the € 900m that were guided at the beginning of the year driven by the effects of rate pass-through below the modelled assumptions in the stable businesses ; at the Q2 2023 Fixed Income call , Richard Stewart stated that the negative impact of the ECB decision to no longer pay interest on the minimum reserve , is expected to be around € 200m per year
- - At the Barclays Global Financial Services Conference , Fabrizio Campelli gave further details on the expected Corporate Bank and Investment Bank performance for Q3:
-
-
James
von Moltke
added at the Bank of America Global Research Financials CEO Conference
:
- - The annualized run rate of NII in Q2 of about € 14.4 bn is expected to decline modestly toward the middle of next year, particularly reflected in the Corporate Bank ; while rate pass-through lag effect will unwind, hedges will continue to roll over at improved rates supporting NII over time
- - From a business perspective, the bank observed a softening of loan growth in Corporate Bank from a high point in the middle of last year of about € 10bn, of which half was due to FX movement, due to lower demand with the inflection point expected late in 2023 or early in 2024, but this is also reflected selective underwriting and pricing actions; further, he stated that the mortgage portfolio in the Private Bank is expected to remain stable
3
Provision for credit losses:
- - At the Q2 2023 results, James von Moltke reiterated that Deutsche Bank expects the provision for credit losses for FY 2023 to be in a range between 25 to 30 basis points of average loans , albeit at the upper end of the range
- - For H2 2023 , a quarterly run-rate of about € 150m in the Private Bank is expected, while provisions in the Corporate Bank and Investment Bank are expected to overall remain in line with H1 2023 , taken together , leading to € 350m per quarter in total ; this was reiterated by Fabrizio Campelli at the Barclays Global Financial Services Conference
- - At the Bank of America Global Research Financials CEO Conference , James von Moltke reconfirmed the targeted provisions for credit losses announced at the Q2 2023 results , and indicated that the bank has also not observed a deterioration in conditions to the MidCap portfolio in comparison to Q2 ; he also highlighted that the performance of the Commercial Real Estate lending book was as expected in Q3 , as portion of the portfolio moved through extensions or refinancings in a difficult market environment
Capital and capital distribution:
- - At the Q2 2023 results, Christian Sewing reconfirmed Deutsche Bank’s commitment to its capital distribution plans as laid out at the Investor Deep Dive 2022 and announced that the bank has received supervisory approval to start a share buyback program of up to € 450m , which began in August 2023
- - He added that Deutsche Bank continues its trajectory of an annual increase of the dividend by 50% and believes that this is also the right approach for share buybacks, with management aiming to continue this trajectory in 2024
- - As part of the accelerated strategic agenda, Christian Sewing reiterated that Deutsche Bank aims to free up € 15-20bn of risk-weighted assets by 2025 ; he added that there are further optimization measures in preparation for H2 2023, including securitization of consumer finance loans and reduction in sub-hurdle lending
-
-
With regard to
the
CET1 ratio
,
James von Moltke stated that
Deutsche Bank is
looking at approximately 70 basis points of headwinds
in H2 2023
from various items
,
notably
:
- - impacts from model and methodology changes of around 50bps within a range ,
- - impacts from capital distribution of 12bps and
- - the impact of the Numis acquisition which is expected to close at Q4 of 9bps
4
- - James von Moltke also said that the other moving parts are organic capital generation and balance sheet growth ; depending on these factors, the year-end ratio should be in line with guidance of 13.2%, or 200 basis points above Maximum Distributable Amount ( MDA )
- - James von Moltke added at the Bank of America Global Research Financials CEO Conference that Deutsche Bank aims to devote the allocation of growth capital more towards C orporate Bank and Private Bank , while constraining the growth of capital deployed to the Investment Bank , excluding regulatory inflation
2025 targets:
- - At the Q2 2023 results, Christian Sewing reiterated that Deutsche Bank is on a clear path towards achieving its targets set for FY 2025
- - He also sees Deutsche Bank well on track to outperform the 3.5%-4.5% target in compound annual growth rate for FY 2025 against FY 2021 levels
- - James von Moltke also stated at the Bank of America Global Research Financials CEO Conference that the bank is well on track to outperform the 3.5%-4.5% target in compound annual growth rate driven by interest rate tailwind and operating growth potential across businesses, including growth in non-interest revenues
Other:
- - On July 3, 2023, the rating agency Fitch upgraded all of Deutsche Bank’s long-term and several short-term ratings by one notch; the long-term issuer default rating is upgraded to ‘A-‘; Fitch applies a stable outlook on the long-term issuer default rating
- - On July 10, 2023, Deutsche Bank announced that it will become the new issuing partner for the Lufthansa Miles & More Credit Card in mid-2025 with Mastercard remaining the network partner; Christian Sewing stated that with this deal, Deutsche Bank continues to advance the important cash management business, consistent with the growth strategy as the Global Hausbank
Issuances:
-
-
Select issuance highlights below:
- - July 4, 2023: € 0.5bn floating rate senior preferred with maturity in 2025 (later tapped by further € 0.25bn)
- - July 6, 2023: $ 1.25bn 7.146% senior non-preferred with maturity in 2027
Next significant events:
- - October 25 , 2023 – Q3 2023 results – Analyst Conference Call
- - October 27 , 2023 – Q3 2023 results – Fixed Income Call
5
Disclaimer
This presentation 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 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 revenues and in which we hold a substantial portion of our assets, the development of asset prices and market volatility, 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 SEC Form 20-F of March 17, 2023 under the heading “Risk Factors.” Copies of this document are readily available upon request or can be downloaded from investor-relations.db.com.
6
Exhibit 99.2
Articles of Association of Deutsche Bank Aktiengesellschaft
In conformity with the resolution
resolutions of the Supervisory Board
General Meeting on February 1
May 17, 2023
– 2 –
I. General Provisions
§ 1
The stock corporation bears the name
Deutsche Bank
Aktiengesellschaft
It is domiciled in Frankfurt am Main.
§ 2
(1)The object of the enterprise is the transaction of banking business of every kind, the provision of financial and other services, and the promotion of international economic relations. The Company may realize this object itself or through subsidiaries and affiliated companies.
(2)To the extent permitted by law, the Company is entitled to transact all business and take all steps which appear likely to promote the object of the Company, in particular to acquire and dispose of real estate, to establish branches at home and abroad, to acquire, administer and dispose of participations in other enterprises, and to conclude enterprise agreements.
§ 3
(1)The Company’s notices shall be published in the Federal Gazette [Bundesanzeiger].
(2)Information to the owners of admitted securities may also be communicated by way of remote data transmission.
II. Share Capital and Shares
§ 4
(1)The share capital is €5,223,021,975.04.
It is divided into 2,040,242,959 no par value shares.
(2)The Company shall not obtain any lien pursuant to its General Business Conditions in respect of the shares it has issued except by special pledging agreements.
(3)(deleted)
– 3 –
(4)The Management Board is authorized to increase the share capital on or before April 30, 2026, once or more than once, by up to a total of €512,000,000 through the issue of new shares against cash payments (Authorized Capital 2021/I). Shareholders are to be granted pre-emptive rights. However, the Management Board is authorized to except broken amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights insofar as is necessary 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 new shares to the extent that they would be entitled to such rights after exercising their option or conversion rights. The Management Board is also authorized to exclude the pre-emptive rights in full if the issue price of the new shares is not significantly lower than the quoted price of the shares already listed at the time of the final determination of the issue price and the total shares issued since the authorization in accordance with § 186 (3) sentence 4 Stock Corporation Act do not exceed 10% of the share capital at the time the authorization becomes effective – or if the value is lower – at the time the authorization is utilized. Shares that are issued or sold during the validity of this authorization with the exclusion of preemptive 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. The Management Board may make use of the authorizations above to exclude preemptive rights only to the extent that the proportional amount of the newly issued shares with the exclusion of pre-emptive rights does not exceed 10% of the share capital. Decisive for calculating the 10% limit is the amount of share capital at the time this authorization becomes effective. Should the amount of share capital be lower at the time this authorization is exercised, this amount is decisive. If, during the period of this authorization until its utilization, use is made of other authorizations to issue company shares or to issue rights that enable or obligate the subscription of the company’s shares and pre-emptive rights are excluded in the process, this is to be counted towards the 10% limit specified above. Management Board resolutions to utilize authorized capital and to exclude pre-emptive rights require the Supervisory Board’s approval. The new shares may also be taken up by banks specified by the Management Board with the obligation to offer them to shareholders (indirect pre-emptive right).
– 4 –
(5)The Management Board is authorized to increase the share capital on or before April 30, 2026, once or more than once, by up to a total of €2,048,000,000 through the issue of new shares against cash payments (Authorized Capital 2021/II). Shareholders are to be granted pre-emptive rights. However, the Management Board is authorized to except broken amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights insofar as is necessary 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 new shares to the extent that they would be entitled to such rights after exercising their option or conversion rights. The Management Board may make use of the authorizations above to exclude pre-emptive rights only to the extent that the proportional amount of the newly issued shares with the exclusion of pre-emptive rights does not exceed 10% of the share capital. Decisive for calculating the 10% limit is the amount of share capital at the time this authorization becomes effective. Should the amount of share capital be lower at the time this authorization is exercised, this amount is decisive. If, during the period of this authorization until its utilization, use is made of other authorizations to issue company shares or to issue rights that enable or obligate the subscription of the company’s shares and preemptive rights are excluded in the process, this is to be counted towards the 10% limit specified above. Management Board resolutions to utilize authorized capital and to exclude pre-emptive rights require the Supervisory Board’s approval. The new shares may also be taken up by banks specified by the Management Board with the obligation to offer them to shareholders (indirect pre-emptive right).
(6)(deleted)
§ 5
(1)The shares are registered shares. Shareholders must notify to the Company, for registration in the share register, in particular where natural persons are concerned, their name, their address
of the personal information specified in § 67 (1) Stock Corporation Act as well as their date of birth and, where legal persons are concerned, their style, their business address and their domicile, and in all cases the
the
number of shares they hold.
Electronic mail addresses and any subsequent changes thereto should be added to facilitate communication.
(2)If, in the event of a capital increase, the resolution on the increase does not specify whether the new shares are to be made out to bearer or registered in a name, they shall be registered in a name.
(3)The form that shares and dividend and renewal coupons are to take shall be determined by the Management Board in agreement with the Supervisory Board. The same shall apply to bonds and interest coupons. Global certificates may be issued. The claim of shareholders to have their shares and any dividend and renewal coupons issued in individual certificate form is excluded unless such issue is required by the rules in force at a stock exchange where the shares are listed.
– 5 –
III. The Management Board
§ 6
(1)The Management Board shall consist of not less than three members.
(2)The Supervisory Board shall appoint the members of the Management Board and determine their number. The Supervisory Board may appoint deputy members of the Management Board.
§ 7
(1)The Company shall be legally represented by two members of the Management Board or by one member jointly with a holder of procuration [Prokurist].
(2)The deputy members of the Management Board shall rank equally with full members in respect of powers of representation.
§ 8
For the purpose of closer contact and business consultation with trade and industry, the Management Board may form Advisory Boards and Regional Advisory Councils, lay down rules of procedure for their business and establish the remuneration of their members. The Supervisory Board shall be informed once a year of any changes in the membership of the Advisory Boards and the Regional Advisory Councils.
IV. The Supervisory Board
§ 9
(1)The Supervisory Board shall consist of 20 members. They are elected for the period until conclusion of the General Meeting which adopts the resolutions concerning the ratification of acts of management for the fourth financial year following the beginning of the term of office. Here, the financial year in which the term of office begins is not taken into account. For the election of shareholder representatives, the General Meeting may establish that the terms of office of individual members may begin or end on differing dates.
(2)In the election of shareholders’ representatives to the Supervisory Board and of any substitute members, the Chairman of the General Meeting shall be entitled to take a vote on a list of election proposals submitted by management or shareholders. If substitute members are elected on a list, they shall replace shareholders’ representatives prematurely leaving the Supervisory Board in the order in which they were named, unless resolved otherwise at the vote.
(3)If a Supervisory Board member is elected to replace an outgoing member, the new member’s term of office shall run for the remainder of the outgoing member’s term. In the event that a substitute member takes the place of an outgoing member, the substitute member’s term of office shall expire – if a new vote to replace the outgoing member is taken at the first or second General Meeting after the vacancy arises – at the end of the said General Meeting, otherwise at the end of the outgoing member’s residual term of office.
(4)Any member of the Supervisory Board may resign from office without being required to show cause subject to his giving one month’s notice by written declaration addressed to the Management Board.
– 6 –
§ 10
(1)Immediately following a General Meeting at the end of which the employee representatives depart from office through rotation, a meeting of the Supervisory Board shall take place, for which no special invitation is required. At this meeting, the Supervisory Board under the chairmanship of its oldest member in terms of age shall elect from among its members and for the duration of its term of office the Chairman of the Supervisory Board and his Deputy in accordance with § 27 of the German Co-determination Act [Mitbestimmungsgesetz] (first Deputy) as well as, possibly, a second Deputy. In the event of the Chairman of the Supervisory Board or the first Deputy leaving before completion of his term of office, the Supervisory Board shall elect a substitute without delay.
(2)A Deputy of the Chairman of the Supervisory Board has the legal and statutory rights and duties of the Chairman only if the latter is unable to exercise them. This is without prejudice to § 29 (2) sentence 3 and § 31 (4) sentence 3 of the German Co-determination Act.
§ 11
(1)Meetings of the Supervisory Board are convened by the Chairman or, if the latter is unable to do so, by one of his Deputies, whenever required by law or for business reasons.
(2)The Supervisory Board shall be deemed to constitute a quorum if the members have been invited at their last given contact details in writing, by telephone or through electronic means and not less than half the total members which it is required to comprise take part in the voting directly or by submitting written votes. The chair shall be taken by the Chairman of the Supervisory Board orone
or one of his Deputies. The Chairman of the meeting shall decide the manner of voting.
(3)Resolutions may also be taken without a meeting being called, by way of written, cabled, telephoned or electronic votes, if so ruled by the Chairman of the Supervisory Board or one of his Deputies. This also applies to second polls pursuant to § 29 (2) sentence 1 and § 31 (4) sentence 1 of the German Co-determination Act.
(4)Resolutions of the Supervisory Board are taken with the simple majority of the votes unless otherwise provided by law. If there is equality of votes, the Chairman shall have the casting vote pursuant to § 29 (2) and § 31 (4) of the German Co-determination Act; a second poll within the meaning of these provisions can be requested by any member of the Supervisory Board.
(5)If not all the members of the Supervisory Board are present to vote on a resolution and if absent members have not submitted written votes, the voting shall be postponed at the request of at least two members of the Supervisory Board who are present. In the event of such postponement, the new vote shall be taken at the next regular Supervisory Board meeting if no extraordinary meeting is called. At the new vote, a further minority call for postponement is not permitted.
(6)If the Chairman of the Supervisory Board is present at the meeting, or if a member of the Supervisory Board in attendance is in possession of his written vote, sub-paragraph 5 shall not apply if the same number of shareholders’ representatives and employees’ representatives are personally present or participate in the voting on the resolution by written vote, or if any inequality is balanced out by individual members of the Supervisory Board not participating in the voting.
– 7 –
§ 12
(1)The Supervisory Board may appoint a Presiding Committee and one or several other Committees from among its members; this is without prejudice to § 27 (3) of the German Co-determination Act. The functions and powers of the Committees and the relevant procedures to be adopted shall be determined by the Supervisory Board. To the extent permitted by law, decisive powers of the Supervisory Board may also be delegated to the Committees. For Committee resolutions, unless otherwise determined by mandatory legal regulations, § 11 (3) and (4) apply with the proviso that the casting vote of the Supervisory Board Chairman is replaced by that of the Committee Chairman; § 11 (5) and (6) do not apply.
(2)Declarations of intention on the part of the Supervisory Board and its Committees shall be made in the name of the Supervisory Board by the Chairman or one of his Deputies.
§ 13
(1)The approval of the Supervisory Board is required for
a)the granting of general powers of attorney;
b)the acquisition and disposal of real estate in so far as the object involves more than €500,000,000;
c)the granting of credits, including the acquisition of participations in other companies, for which approval of a credit institution’s supervisory body is required under the German Banking Act;
d)the acquisition and disposal of other participations, in so far as the object involves more than €1 billion.
The Supervisory Board must be informed without delay of any acquisition or disposal of such participations involving more than €500,000,000.
(2)The approvals under sub-paragraphs 1 b) and d) are also required if the transaction concerned is carried out in a dependent company.
(3)The Supervisory Board may specify further transactions which require its approval.
§ 14
(1)The members of the Supervisory Board receive a fixed annual compensation (“Supervisory Board Compensation”). The amount of the annual base compensation amounts to €100,000
for each Supervisory Board member,
is €300,000, for
the Supervisory Board Chairman receives twice that amount
€950,000, and for
each Deputy Chairperson one and a half times that amount
€475,000.
(2)
Members and chairs
Chairs
of the Committees of the Supervisory Board are paid additional fixed annual compensation as follows:
a.)For the Chair of the
Audit Committee, the
Risk Committee, Integrity Committee and
as well as the Technology, Data and Innovation Committee
work:
Chair: € 200,000
: €150,000
, members: € 100,000.
b.)
For Mediation Committee work:
no additional compensation.
c.)
For work on any other committee: Chair:
– 8 –
-
(1)€ 100,000, members: € 50,00075% of the compensation determined according to paragraphs 1 to 2 is disbursed to each Supervisory Board member after submitting invoiceswithin the first three monthsof the following year. The other 25% is converted by the company at the same time into company shares based on the average closing price on the Frankfurt Stock Exchange (Xetra or successor system) during the last ten trading days of the preceding January, calculated to three digits after the decimal point. The share value of this number of shares is paid to the respective Supervisory Board member in February of the year following his departure from the Supervisory Board, or the expiration of his term of office, based on the average closing price on the Frankfurt Stock Exchange (Xetra or successor system) during the last ten trading days of the preceding January, provided that the member is not leaving the Supervisory Board due to important cause which would have justified dismissal.
b) For the Chair of the Chairman’s Committee, the Nomination Committee, the Compensation Control Committee, the Regulatory Oversight Committee as well as the Strategy and Sustainability Committee: €100,000.
If a Supervisory Board member is chair of more than one committee, compensation is only paid for the committee entitled to the highest amount. The Chairman of the Supervisory Board does not receive any additional compensation for chairing of the committees. Members of the committees also do not receive additional compensation.
(3) If the amount of the Supervisory Board Compensation according to paragraphs 1 and 2 does not exceed the Supervisory Board Compensation previously paid in the individual case (calculated compensation for the 2023 financial year based on the previous regulation in the Articles of Association), a member of the Supervisory Board whose current term of office began before May 17, 2023, will receive a compensating payment in the form of a cash payment in the amount of the difference between the previously granted Supervisory Board Compensation and the Supervisory Board Compensation pursuant to paragraphs 1 and 2. In the event of a re-election as member of the Supervisory Board, the provisions of these Articles of Association apply.
Members of the Supervisory Board whose current term of office began before May 17, 2023, will receive the virtual shares cumulatively earned during the current term of office paid out in February 2024 on the basis of the average closing price during the last 10 trading days of the Frankfurt Stock Exchange (Xetra or successor system) of the preceding January.
(4) The compensation determined according to paragraphs 1 and 2 will be paid to the respective member of the Supervisory Board by, at the latest, two months after submitting invoices and as a rule within the first three months of the following year.
(5)In case of a change in the Supervisory Board membership during the year,
the
compensation for the financial year will be paid on a pro rata basis, rounded up/down to full months. For the year of departure, the entire compensation is paid in cash; the forfeiture regulation in paragraph 3 sentence 3 applies to 25% of the compensation for that financial year.
(6)The company reimburses the Supervisory Board members for the cash expenses they incur in the performance of their office, including any turnover
value added tax (VAT) on their compensation and reimbursements of expenses. Furthermore, any employer contributions to social security schemes that may be applicable under foreign law to the performance of their Supervisory Board work shall be paid for each Supervisory Board member affected. Finally, the Supervisory Board Chairman will be reimbursed appropriately for travel expenses incurred in performing representative tasks due to his function and reimbursed for costs for the security measures required based on his function.
– 9 –
(7)In the interest of the company, the members of the Supervisory Board will be included in an appropriate amount in any financial liability insurance policy held by the company. The premiums for this are paid by the company. The premiums for this are paid by the company.
A deductible does not have to be specified for the members of the Supervisory Board.
(8) The new provisions become effective with the registration of the amendment to the Articles of Association in the Commercial Register retroactively from the end of the Annual General Meeting on May 17, 2023.
V. General Meeting
§ 15
The General Meeting called to adopt the resolutions concerning the ratification of acts of management of the Management Board and the Supervisory Board, the appropriation of profits, the appointment of the annual auditor and, as the case may be, the establishment of the annual financial statements (Ordinary General Meeting) shall be held within the first eight months of each financial year.
§ 16
(1)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.
(2)The General Meeting must be convened, in so far as no shorter period is admissible by law, at least thirty days before the end of the day on which shareholders must register to take part; the day of convention and the last day of the period of notice (§ 17 (2) of the Articles of Association) are not counted here.
(3)The General Meeting is to be convened with a period of notice of at least ten days before the General Meeting if it is called in particular to adopt a resolution on a capital increase and the conditions specified in § 36 (5) sentence 1 Act on the Recovery and Resolution of Institutions and Financial Groups [Gesetz zur Sanierung und Abwicklung von Instituten und Finanzgruppen
Finanzgruppen] exist.
§ 17
(1)Shareholders who are entered in the share register and who register in time for the meeting are entitled to take part in the General Meeting and to exercise their voting rights.
(2)The registration must be received by the Company at the address specified in the notice of convention in written or electronic form at least 5 days – in the case of § 16 (3) at least 3 – before the meeting. The day of receipt is not to be counted in this.
(3)Details regarding registration and the issue of admission cards must be given in the invitation.
(4)The Management Board is authorized to make arrangements for shareholders to take part in the General Meeting without being present in person and without naming an authorized representative, and to exercise all or some of their rights fully or partially, using electronic communication. In this context, the Management Board is also authorized to establish regulations on the scope and procedures for the participation and exercising of rights in accordance with sentence 1. Any use of these procedures and the regulations established for them are to be announced when convening the General Meeting.
– 10 –
(5)The Management Board is authorized to arrange for shareholders to submit their votes in writing or using electronic communication (absentee voting) without attending the General Meeting. The Management Board is also authorized to establish regulations on the procedure in accordance with sentence 1. Any use of these procedures and the regulations established for them are to be announced when convening the General Meeting.
(6) The Management Board is authorized, for each individual General Meeting of the Company that takes place on or before August 31, 2025, to provide that the General Meeting will be held without physical presence of the shareholders or their authorized representatives at the place of the General Meeting (virtual General Meeting).
§ 18
(1)Each no par value share carries one voting right.
(2)In the event of shares not having been fully paid up, the voting right shall commence, in accordance with § 134 (2) sentences 3 and 5 of the Stock Corporation Act, when the minimum contribution required by law has been paid.
(3)The voting right can be exercised by an authorized representative (proxy). The issue of the power of attorney, its cancellation and proof of the proxy authorization vis-à-vis the Company are required in text form. This is without prejudice to § 135 of the Stock Corporation Act. In the convocation of the General Meeting, a simplification may be specified.
§ 19
(1)The General Meeting is chaired by the Chairman of the Supervisory Board or by another Supervisory Board member elected by the majority of the shareholder representatives on the Supervisory Board. In the event that none of these persons takes the chair, the Chairman of the meeting shall be elected by the General Meeting under the direction of the oldest shareholder present.
(2)The Chairman directs the proceedings and determines the sequence of speakers and the sequence in which the items on the agenda are dealt with. In the course of the General Meeting he may determine appropriate restrictions on the speaking time, the time for putting questions and/or the total time available in general for speaking and putting questions or for individual speakers. The
For General Meetings with physical presence, the Management Board is authorized to determine whether and to what extent the General Meeting or parts of the General Meeting shall be transmitted via electronic media. The transmission may also take place in any case in a form to which the public has unlimited access.
(3) Following prior consultation with the Chairman of the Supervisory Board, members of the Supervisory Board may participate in the General Meeting by means of audio and video transmission in cases in which their physical presence at the place of the General Meeting would not be possible, or only possible with significant effort, due to their presence abroad, their required presence in another place in the country or due to an inordinate amount of travel time.
– 11 –
§ 20
(1)The resolutions of the General Meeting are taken by a simple majority of votes and, in so far as a majority of capital stock is required, by a simple majority of capital stock, except where law or the Articles of Association determine otherwise.
(2)The Chairman shall determine the form and further particulars of the voting. The voting result shall be obtained by ascertaining the “yes” and the “no” votes. The Chairman shall also determine the manner in which the votes are to be ascertained, for instance by deducting the “yes” or “no” votes and the abstentions from the overall number of votes to which the voters are entitled.
(3)The Supervisory Board shall be authorized to amend the Articles of Association in so far as such amendments merely relate to the wording.
VI. Annual Statement of Accounts and Appropriation of Profits
§ 21
The financial year of the Company is the calendar year.
§ 22
(1)The Management Board shall, within the first three months of each financial year, prepare the annual financial statements (balance sheet, profit and loss account, notes) and the management report for the preceding financial year, and submit them to the auditor.
(2)The Supervisory Board shall submit its report to the Management Board within one month from the date of receipt of the statements which must be presented to it. If the report is not submitted within this period, the Management Board shall promptly specify an additional period of not more than one month for the Supervisory Board to submit its report. If the report is not made available to the Management Board prior to the expiration of such additional period of time, the annual financial statements shall be deemed not to have been approved by the Supervisory Board.
§ 23
(1)The distributable profit shall be distributed among the shareholders unless the General Meeting determines otherwise. The General Meeting may resolve – subject to the corresponding prior permission of the competent authority – a non-cash distribution instead of or in addition to a cash dividend.
(2)In so far as the Company has issued participatory certificates and the respective conditions of participatory certificates grant the holders of the participatory certificates a claim to distribution from the distributable profit, the claim of the shareholders to this portion of the distributable profit is excluded (§ 58 (4) of the Stock Corporation Act).
(3)The dividends due to the shareholders are always distributed in proportion to the contribution made on their share in share capital and in proportion to the time which has elapsed since the date fixed for contribution.
(4)In the event of new shares being issued, a different dividend entitlement may be established for such shares.
– 12 –
VII. Formation of Deutsche Bank AG
§ 24
The Company was formed by the re-amalgamation of Norddeutsche Bank AG, Deutsche Bank AG West and Süddeutsche Bank AG, which had been disincorporated from Deutsche Bank in 1952 according to the Law on the Regional Scope of Credit Institutions [Gesetz über den Niederlassungsbereich von Kreditinstituten].
VIII. Contribution and Acquisition Provisions contained in the Disincorporation Agreement of September 27, 1952
§ 25
(1)Pursuant to § 3 of the Big Bank Law [Großbankengesetz], Deutsche Bank contributes to the successor institution, Süddeutsche Bank Aktiengesellschaft, its entire business previously transacted by Bayerische Creditbank, Südwestbank in Stuttgart and Mannheim, Oberrheinische Bank, Württembergische Vereinsbank, Hessische Bank and Rheinische Kreditbank in the Federal States [Länder] of Bayern, Baden/Württemberg (now Südweststaat), Rheinland-Pfalz and Hessen. The contribution includes all assets and all liabilities acquired or created in the course of this business.
(2)The assets include in particular:
a)all real estate and similar rights located in the Federal States of Bayern, Baden/Württemberg (now Südweststaat), Hessen and Rheinland-Pfalz,
b)all mortgage rights (including pre-registrations) held for own account on real estate in the Federal States of Bayern, Baden/Württemberg (now Südweststaat), Hessen and Rheinland-Pfalz,
c)all claims and the related securities as well as all other rights and assets recorded in the previous institutions’ books per December 31, 1951,
d)all rights arising from trusteeships, particularly from such as relate to bond issues where the borrower was domiciled, per December 31, 1951, in the Federal States of Bayern, Baden/Württemberg (now Südweststaat), Hessen or Rheinland-Pfalz,
e)Deutsche Bank’s equalization claims, allocated in accordance with § 8 of the 2nd Conversion Law Implementing Order [Durchführungsverordnung zum Umstellungsgesetz], arising out of the contribution balance sheet per December 31, 1951. Should these equalization claims be subsequently increased or reduced pursuant to a correction of the conversion account, this amendment will be credited or debited to the successor institution in so far as this institution has acquired the respective asset or liability in the conversion account.
– 13 –
(3)The liabilities include in particular:
a)all commitments recorded in the previous institutions’ books per December 31, 1951,
b)all commitments resulting from the trusteeships mentioned under (2) d),
c)all foreign commitments resulting from § 6 (2) of the 35th Conversion Law Implementing Order, subject to the provision of § 7 (2) of the Big Bank Law,
d)all pension liabilities towards entitled persons resident per December 31, 1951 in the Federal States of Bayern, Baden/Württemberg (now Südweststaat), Hessen or Rheinland-Pfalz, subject to the provision that all expenses under this heading are to be shared between Süddeutsche Bank Aktiengesellschaft and its sister institutions, Norddeutsche Bank Aktiengesellschaft and Rheinisch-Westfälische Bank Aktiengesellschaft, according to the formula used so far, i.e. on the basis of staff expenditure in the respective year. This does not include retirements from the previous institutions after December 31, 1951, which must be borne by the institution concerned. Should the aforementioned pension liabilities be otherwise regulated following a change in the law in the Federal territory or in West Berlin or in the rest of Germany, the above regulation will cease to apply, with retroactive effect.
(4)The contribution of assets and the acquisition of liabilities take place as at and with effect from January 1, 1952, subject to the provision that the contributed business of the previous institutions shall be deemed to have been transacted from the said date for the account of the new successor institution. The basis for the contributed assets and acquired liabilities is the
balance sheet per December 31, 1951,
appended to this document. The assets and liabilities shown in this balance sheet have been valued provisionally. The definitive contribution will be effected at the values established with legal validity in the balance sheet for tax purposes drawn up for Deutsche Bank’s business in the Federal territory per December 31, 1951. If, as a result of the values established – whether by an increase in assets or a decrease in liabilities – the value of the assets should rise, then the incremental value – less a reasonable deduction on the assets side for depreciation in the interim period – must be added to the successor institution’s legal reserve.
(5)According to the balance sheet per December 31, 1951, the value of contributed assets less acquired liabilities amounts to a total of
DM 56,195,000.
Deutsche Bank guarantees that this value exists. As a set-off against this contribution, Süddeutsche Bank Aktiengesellschaft awards Deutsche Bank shares in the nominal amount of DM 39,996,000. Pursuant to § 8 and § 9 of the Big Bank Law, these shares will be transferred to the Bank deutscher Länder as trustee for the shareholders of Deutsche Bank.
_________