6-K
DEUTSCHE BANK AKTIENGESELLSCHAFT (DB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of December 2025
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 ☐
2
Explanatory note
Key updates communicated during 4Q 2025
On December 31, 2025, Deutsche Bank published the attached Exhibit 99.1, which describes key updates communicated
during 4Q 2025.
Deutsche Bank generally publishes its financial results prepared in accordance with International Financial Reporting
Standards (IFRS) as endorsed by the European Union, including application of portfolio fair value hedge accounting for
non-maturing deposits and fixed rate mortgages with pre-payment options (“EU IFRS”, using the “EU carve-out”). Fair
value hedge accounting under the EU carve-out is employed to minimize the accounting exposure to both positive and
negative moves in interest rates in each tenor bucket thereby reducing the volatility of reported revenue from Treasury
activities. In addition, Deutsche Bank’s financial targets and capital objectives are based on its financial results prepared
in accordance with EU IFRS. Exhibit 99.1 hereto presents financial information using EU IFRS.
For U.S. reporting purposes, Deutsche Bank also prepare versions of certain of its financial reports in accordance with
IFRS as issued by the International Accounting Standards Board (IASB), which does not permit use of the EU carve-out
(“IASB IFRS”), but which is otherwise the same as EU IFRS. For example, Deutsche Bank’s 2024 Annual Report on Form
20-F has been prepared using IASB IFRS, and the impact of the EU carve-out is described in Note 1, “Material accounting
policies and critical accounting estimates – Basis of accounting – EU carve-out” to the consolidated financial statements
contained therein.
Additionally, an English translation of the most recently amended Article of Association of Deutsche Bank is attached
hereto as Exhibit 99.2
This Report on Form 6-K and the exhibits hereto are hereby incorporated by reference into Registration Statement No.
333-278331 of Deutsche Bank AG.
Exhibits
Exhibit 99.1: Key updates communicated during 4Q 2025, December 31, 2025 (EU IFRS).
Exhibit 99.2: English translation of Articles of Association of Deutsche Bank Aktiengesellschaft in conformity with the
resolution of the Supervisory Board on November 21, 2025.
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 Deutsche Bank’s beliefs and expectations. Any statement in this report that states
Deutsche Bank’s 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
Deutsche Bank undertakes 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
Deutsche Bank derives a substantial portion of its trading revenues, potential defaults of borrowers or trading
counterparties, the implementation of its strategic initiatives, the reliability of its risk management policies, procedures
and methods, and other risks referenced in its filings with the U.S. Securities and Exchange Commission. Such factors are
described in detail in Deutsche Bank’s 2024 Annual Report on Form 20-F filed with the SEC on March 13, 2025, under
the heading “Risk Factors.” Copies of this document are readily available upon request or can be downloaded from
www.deutsche-bank.com/ir.
3
Use of Non-GAAP Financial Measures
This document and other documents Deutsche Bank has published or may publish contain non-GAAP financial measures.
Non-GAAP financial measures are measures of its 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 its financial statements. Examples of
its non-GAAP financial measures, and the most directly comparable IFRS financial measures, are as follows:
| Non-GAAP Financial Measure | Most Directly Comparable IFRS Financial<br><br>Measure |
|---|---|
| Profit (loss) attributable to Deutsche Bank shareholders<br><br>for the segments, Profit (loss) attributable to Deutsche<br><br>Bank shareholders and additional equity components<br><br>for the segments | Profit (loss) |
| Net interest income in the key banking book segments | Net interest income |
| Revenues on a currency-adjusted basis | Net revenues |
| Adjusted costs, Costs on a currency-adjusted basis,<br><br>Nonoperating costs | Noninterest expenses |
| Net assets (adjusted) | Total assets |
| Tangible shareholders’ equity, Average tangible<br><br>shareholders’ equity, Tangible book value, Average<br><br>tangible book value | Total shareholders’ equity (book value) |
| Post-tax return on average shareholders’ equity (based<br><br>on Profit (loss) attributable to Deutsche Bank<br><br>shareholders after AT1 coupon), Post-tax return on<br><br>average tangible shareholders’ equity (based on Profit<br><br>(loss) attributable to Deutsche Bank shareholders after<br><br>AT1 coupon) | Post-tax return on average shareholders’ equity |
| Tangible book value per basic share outstanding, Book<br><br>value per basic share outstanding | Book value per share outstanding |
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 to Deutsche
Bank’s Report on Form 6-K dated October 29, 2025 and (ii) the section “Supplementary Information (Unaudited): Non-
GAAP Financial Measures” on pages 422 to 428 of Deutsche Bank’s 2024 Annual Report on Form 20-F.
When used with respect to future periods, non-GAAP financial measures Deutsche Bank uses forward-looking
statements. Deutsche Bank 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.
4
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:January 5, 2026
| 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 |
db20260105991
| 1 |
|---|
Exhibit 99.1
Key updates communicated during Q4 2025
December 31, 2025
| 2 |
|---|
Key updates communicated during Q4 2025
Investor Deep Dive 2025:
-At the Investor Deep Dive (IDD) 2025, management provided an update on Deutsche
Bank's progress, forward-looking strategy and financial trajectory for the Group and its
businesses; it emphasized plans to accelerate value creation by scaling the Global
Hausbank and to pursue its long-term vision to become the European Champion in
banking
Revenues:
-At the Q3 2025 results, management reiterated their confidence in achieving around
€ 32bn of revenues in FY 2025 and reaffirmed this expectation at the IDD, given
strong franchise momentum across the bank
-Christian Sewing provided additional guidance on Q4 2025 revenue performance at
the JPMorgan European Financials Conference pointing to a robust performance in
the Private Bank and in Asset Management, while the Investment Bank had a strong
start in October
-At the Q3 2025 results, James von Moltke said that the bank is on track to meet its FY
2025 net interest income (NII) guidance across key banking book segments and other
funding, on a currency-adjusted basis; at the IDD, Raja Akram provided a forecast of
€ 13.5bn as jump-off for future NII growth
Costs:
-At the Q3 2025 results, James von Moltke reiterated that the bank is on track to meet
its FY 2025 cost/income ratio target of <65%
-At the IDD, James von Moltke confirmed prior guidance for noninterest expenses to
be below the original FY 2025 guidance and announced to only report on noninterest
expenses from Q1 2026 and no longer focus on adjusted costs
Profitability:
-At the Q3 2025 results, the IDD and the JPMorgan European Financials Conference,
management reiterated that Deutsche Bank is on track to deliver a FY 2025 RoTE of
>10%
-Additionally, Christian Sewing pointed to operating momentum and reiterated IDD
guidance to show improvements in FY 2026 performance over FY 2025
Provision for credit losses (CLPs):
-At the Q3 2025 results, James von Moltke reiterated that wider portfolio performance
and asset quality remain resilient and, despite uncertainty from developments around
commercial real estate (CRE) as well as the macroeconomic environment, the bank
continues to anticipate lower CLPs in H2 2025 relative to H1 2025
| 3 |
|---|
Capital and capital distribution:
-On October 22, 2025, Deutsche Bank announced the completion of its second
€250m share buyback of 2025, bringing 2025 shareholder distributions to €2.3bn and
cumulative 2022–2025 distributions to €5.6bn; the bank reaffirmed its goal to exceed
€8bn total distributions for FY 2021–2025, including payouts in respect of FY 2025
paid in 2026
-At Q3 2025 results, James von Moltke indicated that he expected the FY 2025 CET1
ratio to land at around 14% and reaffirmed this expectation at the IDD, while adding
that the bank would expect RWA to be around € 355bn at year-end
-At the Q3 2025 results, management also reiterated the payout ratio assumption for
2025 of 50%, as a result of which € 2.4bn of capital intended for distribution in 2026
was disregarded in the Q3 2025 CET1 ratio of 14.5%; he reiterated that capital
sustainably above 14% CET1 ratio could be used for additional distributions
-At the IDD, the bank announced an increased payout ratio target of 60% in respect of
FY 2026-2028
Balance sheet:
-At the IDD, Raja Akram and James von Moltke forecasted year-end loans (gross of
allowance at amortized cost) of about € 485bn and deposits of about € 670bn
Issuance:
-Selected Q4 2025 issuance highlights:
-November 24, 2025: EUR 1.0bn 6.75% Additional Tier 1 Notes with first call date
on October 30, 2034
-December 3, 2025: USD 1.0bn 4.469% Senior Preferred with maturity in
December 2031 (callable December 2030)
-December 4, 2025: EUR 1.0bn 3.000% Senior Preferred with maturity in February
2031 (callable February 2030)
Next significant events:
-January 29, 2026 – FY 2025 results – Analyst Conference Call
-January 30, 2026 – FY 2025 results - Fixed Income Call
-March 12, 2026 – Annual Report 2025 and Form 20-F 2025
| 4 |
|---|
Disclaimer:
This presentation contains forward-looking statements. Forward-looking statements
are statements that are not historical facts; they include statements about Deutsche
Bank’s 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 the bank undertakes 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 the bank derives a substantial portion of its revenues and in which
it 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 its strategic initiatives, the reliability of its 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 Deutsche Bank’s SEC Form
20-F of March 13, 2025, under the heading “Risk Factors.” Copies of this document are
readily available upon request or can be downloaded from investor-relations.db.com.
db20260105992
Exhibit 99.2
Articles of Association of Deutsche Bank Aktiengesellschaft
In conformity with the resolutions of the General Meeting Supervisory Board on May 22 November
21, 2025
– 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 €4,891,082,181.12 4,987,527,385.60.
It is divided into 1,910,578,977 1,948,252,885 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)The Management Board is authorized to increase the share capital on or before April 30,
2030, once or more than once, by up to a total of €1,995,000,000 through the issue of new
shares against cash payments (Authorized Capital 2025/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 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
– 3 –
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)The Management Board is authorized to increase the share capital on or before April 30,
2030, once or more than once, by up to a total of €498,000,000 through the issue of new
shares against cash payments (Authorized Capital 2025/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 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 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. 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 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
(1)The shares are registered shares. Shareholders must notify the Company, for registration in
the share register, of the personal information specified in § 67 (1) Stock Corporation Act as
well as the number of shares they hold.
(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.
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.
– 5 –
(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.
§ 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 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.
– 6 –
(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.
§ 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.
– 7 –
§ 14
(1)The members of the Supervisory Board receive a fixed annual compensation (“Supervisory
Board Compensation”). The amount of the annual base compensation for each Supervisory
Board member is €300,000, for the Supervisory Board Chairman €950,000, and for each
Deputy Chairperson €475,000.
(2)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, as well as the Technology,
Data and Innovation Committee: €150,000
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 Supervisory Board membership during the year, compensation for the
financial year will be paid on a pro rata basis, rounded up/down to full months.
(6)The company reimburses the Supervisory Board members for the cash expenses they incur
in the performance of their office, including any 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.
(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
– 8 –
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 Finanz-
gruppen] 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.
– 9 –
(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, 2027, with the consent of the Supervisory Board, to
provide that the General Meeting will be held without the 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. 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.
§ 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.
– 10 –
(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.
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
– 11 –
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.
(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.
– 12 –
(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.
_________