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 13
a
-16 OR 15
d
-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of April
2020
Commission File Number 1-15242
DEUTSCHE BANK CORPORATION
(Translation of Registrant’s Name Into English)
Deutsche Bank Aktiengesellschaft
Taunusanlage 12
60325 Frankfurt am Main
Germany
(Address of Principal Executive Office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
1
Explanatory note
This Report on Form 6-K contains the following exhibits relating to Deutsche Bank AG’s Annual General Meeting of Shareholders, scheduled to take place on Wednesday, May 20, 2020. This Report on Form 6-K and such exhibits are not intended to be incorporated by reference into registration statements filed by Deutsche Bank AG under the Securities Act of 1933. Additional information about our Annual General Meeting can be found at https://agm.db.com/index_en.htm.
Exhibits
Exhibit 99.1 : Media Release, dated April 9, 2020, regarding the Annual General Meeting of Deutsche Bank AG.
Exhibit 99.2 : English Translation of Agenda for Annual General Meeting of Deutsche Bank AG.
Exhibit 99.3 : Information on Agenda Item 1 and Shareholders’ Rights.
Forward-looking statements contain risks
This report contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations. Any statement in this report that states our intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These statements are based on plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which we derive a substantial portion of our trading revenues, potential defaults of borrowers or trading counterparties, the implementation of our strategic initiatives, the reliability of our risk management policies, procedures and methods, and other risks referenced in our filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in our 2019 Annual Report on Form 20-F, which was filed with the SEC on March 20, 2020, on pages 13 through 47 under the heading “Risk Factors.” Copies of this document are readily available upon request or can be downloaded from www.deutsche-bank.com/ir.
2
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:
April 14, 2020
| <br> <br> By:<br> <br> /s/ Serdar Oezkan<br> |
|---|
| <br> Name:Serdar Oezkan<br> |
| <br> Title:Managing Director<br> |
| <br> <br> By:<br> <br> /s/ Joseph C. Kopec<br> |
| --- |
| <br> <br> Name:<br> <br> <br><br><br> <br> <br> Joseph C. Kopec<br> <br> |
| <br> Title:Managing Director and Senior Counsel<br> |
3
Exhibit 99.1
Media Release | April 9, 2020
Deutsche Bank Annual General Meeting 2020 to be held virtually
This year, Deutsche Bank's Annual General Meeting will take the form of a virtual meeting, held online
This year, Deutsche Bank's Annual General Meeting will not take place as a face-to-face event in the Frankfurt Festhalle; instead, it will take the form of a virtual meeting, held online. The Management Board of Deutsche Bank AG (XETRA: DBKGn.DB / NYSE: DB) took this decision with the approval of the Supervisory Board in response to the COVID-19 pandemic. The AGM will take place on May 20, as originally planned.
The bank is thus taking advantage of the new legal possibilities for conducting shareholder meetings in Germany. By using this format, Deutsche Bank is following recommendations to forgo major events and to protect the health of shareholders and all other stakeholders.
"We aim to facilitate the proven dialogue with our shareholders in this exceptional year by providing innovative offerings that ensure shareholders can exercise their rights even in difficult times," says Supervisory Board Chairman Paul Achleitner. "For this reason, we will publish the speeches of the Chairman of the Supervisory Board and the Chief Executive Officer in advance and we will also enable shareholders to share with one another questions and statements in advance via the AGM website. By also providing for the ratification of the acts of management of individual members of the Management Board and Supervisory Board we aim to accommodate the interests of our shareholders as far as possible.”
The agenda of the virtual AGM was published in the German Federal Gazette (Bundesanzeiger) and on Deutsche Bank's website (https://agm.db.com/) on April 9. It comprises eight items in total.
As previously announced, Dagmar Valcárcel, Sigmar Gabriel and Theodor Weimer are standing for election to the Supervisory Board. They are to succeed Stefan Simon, Jürg Zeltner and Katherine Garrett-Cox. Valcárcel and Gabriel have already been appointed as members of the Supervisory Board by court order on August 1, 2019 and March 11, 2020 respectively.
Consistent with the announcement made as part of the strategic transformation in July 2019, no common equity dividend will be proposed for the 2019 financial year.
Interactive dialogue with shareholders
The new format provides extensive opportunities for shareholders to exercise their rights even in challenging times. Shareholders can follow the entire AGM online via video and audio transmission on the Deutsche Bank Shareholder Portal. To allow shareholders enough time to prepare questions, speeches of Paul Achleitner and CEO Christian Sewing will be published on the bank's website on May 12.
The Management and Supervisory Boards will answer questions from shareholders as usual. Questions regarding the agenda can be submitted by email until May 17, 24:00 CET. Furthermore, Deutsche Bank is providing its shareholders with a forum to submit statements regarding the agenda. These can be submitted until May 17 (24:00 CET) and will be subsequently published on the bank’s website.
Shareholders will be able to exercise their voting rights once registered. Shareholders may vote electronically via the Shareholder Portal, via postal vote or by issuing a power of attorney to the company's proxies or third parties. Shareholders will have the opportunity until the end of the question-and-answer session at the virtual AGM to change and register their voting intentions.
Details of how shareholders can exercise their shareholder rights – including the right to ask questions – under these special circumstances are set out in the notes for shareholders on the agenda of the meeting.
Media representatives will also have the opportunity to follow the virtual Annual General Meeting in full via internet. An invitation will be issued shortly.
| <br> <br> Deutsche Bank AG<br> <br> <br> <br><br><br> <br> <br> Media Relations<br> <br> | <br> |
|---|---|
| <br> <br> Christian Streckert<br> <br> <br> <br><br><br> <br> <br> Phone: +49 69 910 38079<br> <br> <br> <br><br><br> <br> E-Mail: christian.streckert@db.com<br> | <br> Eduard Stipic<br> <br> Phone: +49 69 910 41864<br> <br> <br><br><br> <br> E-Mail: eduard.stipic@db.com<br> |
About Deutsche Bank
Deutsche Bank provides commercial and investment banking, retail banking, transaction banking and asset and wealth management products and services to corporations, governments, institutional investors, small and medium-sized businesses, and private individuals. Deutsche Bank is Germany’s leading bank, with a strong position in Europe and a significant presence in the Americas and Asia Pacific.
Forward-Looking Statements
This release contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations and the assumptions underlying them. These statements are based on the plans, estimates and projections currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update any of them in light of new information or future events.
By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which Deutsche Bank derives a substantial portion of its revenues and in which the bank holds a substantial portion of its assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation of strategic initiatives of the bank, the reliability of the bank’s risk management policies, procedures and methods, and other risks referenced in the bank’s filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in the bank’s SEC Form 20-F of 22 March 2019 under the heading “Risk Factors”. Copies of this document are readily available upon request or can be downloaded from www.db.com/ir.
Exhibit 99.2
Deutsche Bank
1
Contents
Presentation
of the established Annual Financial Statements and Management Report for the 2019 financial year, the approved Consolidated Financial Statements and Management Report for the 2019 financial year as well as the Report of the Supervisory Board – 02Ratification
of the acts of management of the members of the Management Board for the 2019 financial year – 02Ratification
of the acts of management of the members of the Supervisory Board for the 2019 financial year – 02Election
of the auditor for the 2020 financial year, interim accounts – 02Authorization
to acquire own shares pursuant to § 71 \(1\) No. 8 Stock Corporation Act as well as for their use with the possible exclusion of pre-emptive rights – 03Authorization
to use derivatives within the framework of the purchase of own shares pursuant to §71 \(1\) No. 8 Stock Corporation Act – 03Elections
to the Supervisory Board – 04Amendment
to the Articles of Association – 05
1
Agenda
We take pleasure in inviting our shareholders to the Ordinary General Meeting
convened for
Wednesday, May 20, 2020, at 10:00 a.m.
as virtual general meeting without physical presence of shareholders or their representatives.
Agenda
1. Presentation of the established Annual Financial Statements and Management Report for the 2019 financial year, the approved Consolidated
Financial Statements and Management Report for the 2019 financial year as well as the Report of the Supervisory Board
The Supervisory Board has already approved the Annual Financial
Statements
and
Consolidated
Financial
Statements prepared by the Management Board; the Annual Financial Statements are thus established. Therefore, in accordance with the statutory provisions, a resolution is not provided for on this Agenda
Item.
2. Ratification of the acts of management of the members
of
the
Management
Board
for
the
2019 financial
year
The Management Board and Supervisory Board propose that
the
acts
of
management
of
the
members
of
the
Management Board in office during the 2019 financial year be ratified
for
this
period.
The
actions
shall
be
ratified
on
an
individual
basis,
i.e.
a
separate
resolution
shall
be
passed
for
each member of the Management
Board.
The actions of the following Management Board members in office in the 2019 financial year shall be ratified: Christian Sewing
\(Chairman
of
the
Management
Board
\(
CEO
\)\),
Karl
von Rohr \(Deputy Chairman of the Management Board \(President\)\),
Fabrizio
Campelli
\(member
of
the
Management
Board since
1
November
2019\),
Frank
Kuhnke,
Stuart
Lewis,
Sylvie Matherat \(member of the Management Board until and including 31 July 2019\), James von Moltke, Garth Ritchie \(member of the Management Board until and
including
31
July
2019\),
Werner
Steinmüller
and
Frank
Strauß
\(member of
the
Management
Board
until
and
including
31
July 2019\).
3. Ratification
of
the
acts
of
management
of
the members
of
the
Supervisory
Board
for
the
2019 financial
year
The Management Board and Supervisory Board propose that the acts of management of the members of the Supervisory Board in office during the 2019 financial year be ratified
for
this
period.
The
actions
shall
be
ratified
on
an
individual
basis,
i.e.
a
separate
resolution
shall
be
passed
for
each member of the Supervisory
Board.
The actions of the following Supervisory Board members in
office
in
the
2019
financial
year
shall
be
ratified:
Dr
Paul Achleitner \(Chairman of the Supervisory Board\), Detlef Polaschek
\(Deputy
Chairman
of
the
Supervisory
Board\),
Ludwig
Blomeyer-Bartenstein,
Frank
Bsirske,
Mayree
Carroll Clark, Jan Duscheck, Dr Gerhard Eschelbeck, Katherine Garrett-Cox, Timo Heider, Martina Klee, Henriette Mark, Richard Meddings \(member of the Supervisory Board until and
including
31
July
2019\),
Gabriele
Platscher,
Bernd
Rose,
Gerd Alexander Schütz, Prof. Dr Stefan Simon \(member of
the
Supervisory
Board
until
and
including
31 July
2019\), Stephan
Szukalski,
John
Alexander
Thain,
Michele
Trogni, Dr Dagmar Valcárcel \(member of the Supervisory Board since
1
August
2019\),
Prof.
Dr
Norbert
Winkeljohann,
Jürg
Zeltner
†
\(member
of
the
Supervisory
Board
from
20
August to 15 December
2019\).
4. Election
of
the
auditor
for
the
2020
financial
year,
interim accounts
The Supervisory Board, based on the recommendation of its Audit Committee, proposes the following resolution:
Ernst& Young GmbH
Wirtschaftsprüfungsgesellschaft, Stuttgart, is appointed as the auditor of the Annual Financial
Statements
and
as
the
auditor
of
the
Consolidated
Financial
Statements
for
the
2020
financial
year.
Ernst& Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart,
is
also
appointed
for
the
limited
review
of
the condensed consolidated interim financial statements as
of
June
30,
2020
\(§115
\(5\),
§117
No.
2
Securities
Trading
Act\),
and
of
the
consolidated
interim
financial
statements
and
consolidated
interim
management
reports \(§340i
\(4\)
German
Commercial
Code,
§115
\(7\)
Securities
Trading
Act\)
–
if
any
–
prepared
before
the
Ordinary General Meeting in
2021.
In
accordance
with
Article
16
\(2\)
of
the
European
Union
Statutory
Auditor
Regulation
\(Regulation
\(
EU
\)
No.
537
/
2014
of the
European
Parliament
and
of
the
Council
of
16
April
2014 on specific requirements regarding the statutory audit of public-interest
entities
and
repealing
Commission
Decision 2005
/
909
/
EC
,
the
Audit
Committee
of
the
Supervisory
Board had recommended in 2019 PricewaterhouseCoopers GmbH GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt/ Main, and
Ernst&
Young
GmbH
Wirtschaftsprüfungsgesellschaft, Stuttgart, for the above-mentioned audit services and had communicated
a
justified
preference
for
Ernst&
Young
GmbH Wirtschaftsprüfungsgesellschaft,
Stuttgart.
The
Audit
Committee
continues
to
rely
on
its
recommendation.
The Audit Committee declared that its recommendation is free of improper third-party influence and, in particular, that no clause within the meaning of Article 16 (6) of the Regulation (
EU
\) No. 537 / 2014 was imposed on it that limited its selection to specific auditors.
2
5. Authorization
to
acquire
own
shares
pursuant
to
§
71
\(1\)
No.
8
Stock
Corporation
Act
as
well
as
for
their use
with
the
possible
exclusion
of
pre-emptive
rights
The
Management
Board
and
Supervisory
Board
propose
the following
resolution:
a) The company is authorized to buy, on or before April 30, 2025, its own shares in a total volume of up to 10% of the share capital at the time the resolution is taken
or – if the value is lower – of the share capital at the time this authorization is exercised. Together with its own shares acquired for trading purposes and/ or for other reasons and which are from time to time in the company’s possession or attributable to the company pursuant to § 71a ff. Stock Corporation Act, the own shares purchased on the basis of this authorization may not
at any time exceed 10% of the company’s respectively applicable share capital. The own shares may be bought through the stock exchange or by means of a public purchase offer to all shareholders. The countervalue for the purchase of shares \(excluding ancillary purchase costs\) through a stock exchange may not be more than 10% higher or more than 20% lower than the average of the share prices \(closing auction prices of the Deutsche Bank share in Xetra trading and/or in a comparable successor system on the Frankfurt Stock Exchange\) on the last three stock exchange trading days before the obligation to purchase. In the case of a public purchase offer,
it may not be more than 10% higher or more than 20% lower than the average of the share prices \(closing auction prices of the Deutsche Bank share in Xetra trading and/ or in a comparable successor system on the Frankfurt Stock Exchange\) on the last three stock exchange trading days before the day of publication of the offer. If the volume of shares offered in a public purchase offer exceeds the planned buyback volume, acceptance must be in proportion to the shares offered in each case. The preferred acceptance of small quantities of up to 50 of the company’s shares offered for purchase per shareholder may be provided for.
b) The Management Board is authorized to dispose of the purchased shares and of any shares purchased on the basis of previous authorizations pursuant to §71 (1)
No. 8 Stock Corporation Act on the stock exchange or by an offer to all shareholders. The Management Board is also authorized to dispose of the purchased shares against contribution in kind with the exclusion of shareholders’ pre-emptive rights for the purpose of
acquiring companies or shareholdings in companies or other assets that serve to advance the company’s business operations. In addition, the Management Board is authorized, in case it disposes of such own shares by offer to all shareholders, to grant to the holders of option rights, convertible bonds and convertible participatory rights issued by the company and its affiliated companies pre-emptive rights to the shares to the extent that they would be entitled to such rights if they exercised their option and/or conversion rights. Shareholders’ pre-emptive rights are excluded for these cases and
to this extent. The Management Board is also authorized to use shares purchased on the basis of authorizations pursuant to §71 \(1\) No. 8 Stock Corporation Act to issue staff shares, with the exclusion of shareholders’ pre-emptive rights, to employees and retired employees of the company and its affiliated companies or to use them to service option rights on shares of the company and/ or rights or duties to purchase shares of the company granted to employees or members of executive or non-executive management bodies of the company and of affiliated companies.
c) Furthermore, the Management Board is authorized, with the exclusion of shareholders’ pre-emptive rights, to sell such own shares to third parties against cash payment if the purchase price is not substantially lower than the price of the shares on the stock exchange at the time of sale. Use may only be made of this authorization if it has been ensured that the number of shares sold
on the basis of this authorization does not exceed 10% of the company’s share capital at the time this authorization becomes effective or – if the amount is lower – at the time this authorization is exercised. Shares that are issued or sold during the validity of this authorization with the exclusion of pre-emptive rights, in direct or analogous application of §186 \(3\) sentence 4 Stock Corporation Act, are to be included in the maximum limit of 10% of the share capital. Also to be included are shares that are to be issued to service option and/or conversion rights from convertible bonds, bonds with warrants, convertible participatory rights or participatory rights, if these bonds or participatory rights are issued during the validity of this authorization with the exclusion of pre-emptive rights in corresponding application of §186
\(3\) sentence 4 Stock Corporation Act.
d) The Management Board is also authorized to cancel shares acquired on the basis of this or a preceding authorization without the execution of this cancellation process requiring a further resolution by the General Meeting.
e) The presently existing authorization given by the General Meeting on May 23, 2019, and valid until April 30, 2024, to purchase own shares will be cancelled with effect from the time when this new authorization comes into force.
6. Authorization to use derivatives within the framework
of
the
purchase
of
own
shares
pursuant to
§71
\(1\)
No.
8
Stock
Corporation
Act
In supplementing the authorization to be resolved on under Item
5
of
this
Agenda
to
acquire
own
shares
pursuant
to
§71
No. 8 Stock Corporation Act, the company is also to be authorized
to
acquire
own
shares
with
the
use
of
derivatives.
The
Management
Board
and
Supervisory
Board
propose
the following
resolution:
The
purchase
of
shares
subject
to
the
authorization
to
acquire own
shares
to
be
resolved
under
Agenda
Item
5
may
be
executed, apart from in the ways described there, with the
use
3
of put and call options or forward purchase contracts. The company
may
sell
to
third
parties
put
options
based
on
physical delivery and buy call options from third parties if it is ensured by the option conditions that these options are fulfilled only with shares which themselves were acquired subject to compliance with the principle of equal treatment. All share purchases based on put or call options are limited to shares in a maximum volume of 5% of the actual share capital at the time of the resolution by the General Meeting on this authorization. The term of the options must be selected such that the share purchase upon exercising the option is carried
out
at
the
latest
on
April
30,
2025.
The
purchase
price
to
be
paid
per
share
upon
exercise
of
the put options or upon the maturity of the forward purchase may not exceed by more than 10% or fall below 10% of the average of the share prices \(closing auction prices of the Deutsche Bank share in Xetra trading and/or in a comparable successor system on the Frankfurt Stock Exchange\) on the
last
three
stock
exchange
trading
days
before
conclusion of
the
respective
transaction
in
each
case
excluding
ancillary purchase costs but taking into account the option premium received. The call options may only be exercised if the purchase price to be paid does not exceed by more than 10% or fall below 10% of the average of the share prices \(closing auction prices of the Deutsche Bank share in Xetra trading and/or in a comparable successor system on the Frankfurt Stock Exchange\) on the last three stock exchange trading days
before
the
acquisition
of
the
shares.
The
rules
specified under Item 5 of this Agenda apply to the sale and cancellation
of
shares
acquired
with
the
use
of
derivatives.
Own shares may continue to be purchased using existing derivatives that were agreed on the basis and during the existence of previous authorizations.
7. Elections
to
the
Supervisory
Board
With effect from August 1, 2019, Dr Dagmar Valcárcel was appointed by the court as a member of the Supervisory Board of Deutsche Bank Aktiengesellschaft for Professor
Dr Stefan Simon, who left the Supervisory Board with effect from the close of July 31, 2019. Dr Valcárcel’s term of office shall
end
with
the
conclusion
of
this
Ordinary
General
Meeting. Furthermore, on 11 March 2020, Mr Sigmar Gabriel, former
German
Federal
Government
Minister,
was
appointed by the court as a member of the Supervisory Board of Deutsche Bank Aktiengesellschaft with immediate effect for Mr Jürg Zeltner, who left the Supervisory Board with effect from
the
close
of
December
15,
2019.
His
term
of
office
shall also end with the conclusion of this Ordinary General Meeting.
Mrs.
Katherine
Garrett-Kox
has
announced
her
resignation from her mandate on the Supervisory Board with effect of the conclusion of this Ordinary General Meeting. Therefore a total of three shareholder representatives are to be newly
elected.
Pursuant
to
§96
\(1\)
and
\(2\)
and
§101
\(1\)
Stock
Corporation Act as well as §7 \(1\) sentence 1 No. 3 Act Concerning Co- Determination
by
Employees
dated
May
4,
1976,
the
Supervisory
Board
consists
of
ten
members
for
the
shareholders and
ten
members
for
the
employees.
The Terms of Reference for the Supervisory Board do not contain any specification regarding joint or separate fulfillment of the gender quotas to fulfill the statutory requirements. Until now neither the shareholder representatives’ side nor the employee representatives’ side has objected to joint fulfillment of the quotas pursuant to §96 (2) sentence 3 Stock Corporation Act. Therefore, the Supervisory Board is to have overall at least six women and six men in order to fulfill the minimum quota requirements pursuant to §96 (2) sentence 1 Stock Corporation Act.
For
many
years
now,
more
than
30%
of
the
Supervisory
Board members have been women; currently seven of its members are women, i.e. 35%; following the election of the proposed candidates, six of its members would be women, so 30% of the Supervisory Board members would be women. Also,
since
2013,
at
least
30%
of
the
shareholder
representatives
have
been
women,
which
would
still
be
the
case
following the election of the proposed candidates. The minimum requirement is therefore fulfilled and would also be fulfilled following
the
election
of
the
proposed
candidates.
The Supervisory Board, based on the recommendations of the shareholder representatives of its Nomination
Committee, proposes that the following people be elected as a shareholder representative to the Supervisory Board pursuant
to
§9
\(1\)
sentences
2
to
3
of
the
Articles
of
Association,
for
the
period
until
the
end
of
the
General
Meeting
that resolves
on
the
ratification
of
the
acts
of
management
for the 2024 financial
year:
a) Mr. Sigmar Gabriel, former German Federal Government Minister, author and publicist, place of residence: Goslar,
Germany
b) Dr Dagmar Valcárcel, member of the Supervisory Board of Deutsche Bank Aktiengesellschaft and of the Supervisory Board of amedes Holding GmbH (with registered seat in Hamburg, Deutschland), place of residence:
Madrid, Spain
c) Dr Theodor Weimer, Chairman of the Management Board
\(
CEO
\)
of
Deutsche
Börse
Aktiengesellschaft
\(with registered
seat
in
Frankfurt
am
Main,
Germany\),
place
of residence: Wiesbaden,
Germany
Mr.
Gabriel
is,
in
addition
to
his
position
as
a
member
of
the Supervisory
Board
of
Deutsche
Bank
Aktiengesellschaft, a
member
of
the
statutory
Supervisory
Board
of
GP
Günter Papenburg
AG
with
registered
seat
in
Hanover,
Germany. He is not a member of a comparable German or foreign supervisory
body.
Dr Valcárcel is, in addition to her position as a member of the Supervisory Board of Deutsche Bank Aktiengesellschaft, not a member of any statutory Supervisory Board. She is a member of the Supervisory Board of amedes Holding GmbH with registered seat in Hamburg, Germany, which is comparable to a statutory supervisory body.
Dr Weimer is a member of the statutory Supervisory Board
of
FC
Bayern München
AG
with registered seat in Munich,
4
Germany.
He
is
not
a
member
of
a
comparable
German
or foreign supervisory
body.
Based
on
the
Supervisory
Board’s
evaluation,
Mr.
Gabriel and
Dr
Valcárcel
do
not
have
personal
or
business
relations with Deutsche Bank Aktiengesellschaft or its Group companies, the executive bodies of Deutsche Bank Aktiengesellschaft or a shareholder holding a material interest in Deutsche
Bank
Aktiengesellschaft
which
would
be
subject to
disclosure
to
the
General
Meeting.
Dr
Weimer
is
Chairman of
the
Management
Board
\(
CEO
\)
of
Deutsche
Börse
Aktiengesellschaft. There are permanent business relationships between
companies
of
Deutsche
Börse
Group
and
Deutsche Bank
Group.
However,
all
of
these
are
carried
out
on
market terms,
and
most
are
carried
out
by
subsidiaries
of
Deutsche Börse
Aktiengesellschaft
without
involvement
of
Dr
Weimer as
CEO
of
Deutsche
Börse
Aktiengesellschaft.
There
are
no personal
relationships
between
Dr
Weimer
and
Deutsche Bank
Aktiengesellschaft,
its
Group
companies,
members
of their
corporate
bodies
or
a
major
shareholder.
The election proposals reflect the objectives resolved by the Supervisory Board for its composition and are intended to fulfill as comprehensively as possible the profile of requirements adopted by the Supervisory Board. All of the candidates are far from the regular maximum age limit defined by the Supervisory Board.
The
Supervisory
Board
expects
–
also
based
on
discussions with the candidates – that all candidates can devote the expected
amount
of
time
to
their
Supervisory
Board
work.
The
candidates’
resumes
are
presented
in
the
“Reports
and Notices”
section
that
follows
in
this
Agenda.
8. Amendment
to
the
Articles
of
Association
§16
\(1\)
of
the
Articles
of
Association
governs
the
event
location
where
the
General
Meeting
may
take
place.
The
current regulation is worded as
follow:
“The General Meeting shall be called by the Management Board or the Supervisory Board to take place in Frankfurt am Main, Düsseldorf or any other German city with over 500,000 inhabitants.”
The Management Board and Supervisory Board hold the view that the company should have greater flexibility in selecting the city where the General Meeting takes place, also
to
have
more
flexibility
to
select
an
event
location.
The restriction of the city to Frankfurt am Main, Düsseldorf or another
German
city
with
more
than
500,000
inhabitants
limits
the
selection
possibilities
in
such
regard.
Nonetheless,
it shall
continue
to
be
ensured
that
the
event
location
is
easily reachable
for
all
shareholders.
Therefore,
in
the
future,
it
is
to
be
provided
for
that
the
General
Meeting
can
also
be
convened
in
a
German
city
with
more
than
250,000
inhabitants.
Against this backdrop, the Management Board and Supervisory Board propose the following resolution:
§16 (1) of the Articles of Association is re-worded to read as follows:
“The General Meeting shall be convened by the Management
Board
or
the
Supervisory
Board
to
take
place
in Frankfurt
am
Main,
Düsseldorf,
or
any
other
German
city with over 250,000
inhabitants.”
Reports and notices
Ad Items 5 and 6:
Report of the Management Board to the General Meeting pursuant to §71 (1) No. 8 in conjunction with
§186 \(4\) Stock Corporation Act
Under
Item
5
of
the
Agenda,
the
company
is
to
be
authorized
to
purchase
its
own
shares;
Item
6
of
the
Agenda
regulates
the
possibility
of
purchasing
own
shares
by
using
derivatives. The use of put and call options for the purchase of own
shares
gives
the
company
the
possibility
of
optimizing a
buyback.
As
shown
by
the
specific
limitation
to
5%
of
the share
capital,
it
is
only
intended
to
supplement
the
range
of instruments
available
for
share
buybacks
and
to
extend
the possibilities
for
their
use.
Both
the
regulations
governing
the structure of the options and the regulations governing the shares
suitable
for
delivery
ensure
that
this
form
of
purchase take account of the principle of equal treatment of share- holders.
As
a
rule,
the
term
of
the
options
will
not
exceed
18
months.
In
connection
with
share-based
remuneration components
which
must
be
granted
as
deferred
compensation
over
a
multiple-year
period
and
are
to
be
subject
to forfeiture
pursuant
to
the
regulations
applicable
to
banks at
least
for
management
board
members
and
employees whose
activities
have
a
material
impact
on
the
overall
risk
profile
of
the
bank,
the
use
of
call
options
with
longer
terms is
to
be
made
possible
to
establish
offsetting
positions.
Under
this
authorization,
Deutsche
Bank
Aktiengesellschaft will
only
acquire
such
longer-term
options
on
shares
corresponding
to
a
volume
of
no
more
than
2%
of
the
share
capital.
Under
Item
5
of
the
Agenda,
the
company
is
also
to
be
authorized
to
resell
purchased
shares.
The
possibility
of
reselling own
shares
enables
them
to
be
used
for
the
renewed
procurement of own funds capital. Besides sale through the stock
exchange
or
by
offer
to
all
shareholders
–
both
of
which would ensure equal treatment of shareholders under the legal
definition
–
the
proposed
resolution
also
provides
that the
own
shares
are
at
the
company’s
disposal
to
be
offered as consideration for the acquisition of companies, share- holdings
in
companies
or
other
assets
that
serve
to
advance the
company’s
business
operations
subject
to
the
exclusion of
shareholders’
pre-emptive
rights.
This
is
intended
to
enable
the
company
to
react
quickly
and
successfully,
on
both national
and
international
markets,
to
advantageous
offers or
any
other
opportunities
to
acquire
companies,
shareholdings
in
companies
or
other
assets.
It
is
not
uncommon
in
the course
of
negotiations
to
have
to
provide
shares
instead
of cash
as
consideration.
This
authorization
takes
account
of that
fact.
5
Over and above this, the authorization makes it possible, in the case of a sale of the shares by offer to all shareholders, to partially exclude shareholders’ pre-emptive rights in favor of holders of option rights, convertible bonds and convertible participatory rights issued by the company and its affiliated companies. The background to this is that conversion and option conditions based on customary market practice contain regulations according to which, in case of a rights offer
to
shareholders
of
the
company
for
new
shares,
the
conversion or option price is to be discounted based on a dilution protection formula if the holders of conversion or option rights are not granted pre-emptive rights to shares on the scale to which they would be entitled after exercising their option or conversion rights and/or fulfilling a conversion obligation, if any. The possibility proposed here to exclude pre-emptive rights provides the Management Board with a choice between these two different arrangements in such situations.
In
addition,
the
authorization
makes
it
possible
to
use
the shares
as
staff
shares
for
employees
and
retired
employees
of
the
company
and
its
affiliated
companies
or
to
service
option
rights
and/or
purchase
rights
or
purchase
obligations
relating
to
the
company’s
shares
that
were
granted to
employees
and
members
of
the
executive
and
non-executive
management
bodies
of
the
company
and
its
affiliated companies.
For
these
purposes,
the
company
disposes,
to some
extent,
over
authorized
and
conditional
capital
and/ or
creates
such
capital,
as
the
case
may
be,
together
with
the
respective
authorization.
In
part,
the
possibility
of
a
cash payment
in
connection
with
the
granting
of
option
rights
is foreseen.
The
use
of
existing
own
shares
instead
of
a
capital increase
or
cash
payment
may
make
economic
sense.
The authorization
is
intended
to
increase
the
available
scope
in this
respect.
The
situation
is
similar
in
cases
in
which
purchase
rights
or
obligations
relating
to
the
company’s
shares are
granted
to
employees
or
members
of
the
executive
and
non-executive
management
bodies
of
the
company
or its
affiliated
companies
as
an
element
of
compensation.
In this
context,
the
price
risk
that
might
otherwise
materialize can
also
be
effectively
controlled
by
the
use
of
own
shares purchased. A corresponding exclusion of shareholders’ pre-emptive
rights
is
also
required
for
this
use
of
purchased shares.
Finally, Management is also to be given the possibility of excluding
pre-emptive
rights
pursuant
to
§186
\(3\)
sentence 4
Stock
Corporation
Act
with
respect
to
the
re-sale
against cash payment of the shares purchased on the basis of this
authorization.
This
statutory
possibility
of
excluding
pre-emptive
rights
enables
Management
to
take
advantage of favorable stock market situations without delay and, by determining a price close to market, to obtain the highest possible issue amount and thus to strengthen own funds capital
to
the
greatest
extent
possible.
This
possibility
is
particularly important to banks in view of the special equity capital requirements they are subject to. The utilization of this
possibility,
also
for
own
shares,
enlarges
the
scope
for strengthening
capital,
even
at
times
when
markets
are
not particularly
receptive.
The
authorization
ensures
that
pursuant
to
it,
shares
may
only
be
sold
with
the
exclusion
of
share- holders’
pre-emptive
rights,
based
on
§186
\(3\)
sentence
4
Stock
Corporation
Act,
up
to
the
maximum
limit
specified therein
of
10%
of
the
share
capital.
To
be
counted
towards this
maximum
limit
of
10%
are
shares
that
were
issued
or sold
during
the
validity
of
this
authorization
with
the
exclusion of pre-emptive rights in direct or analogous application
of
§186
\(3\)
sentence
4
Stock
Corporation
Act.
Also
to be
counted
towards
this
maximum
limit
are
shares
that
are to
be
issued
to
service
option
and/or
conversion
rights
from convertible
bonds,
bonds
with
warrants,
convertible
participatory
notes
or
participatory
notes
with
warrants
if
these bonds
or
participatory
rights
were
issued
with
the
exclusion
of
pre-emptive
rights
in
corresponding
application
of
§186
\(3\) sentence 4 Stock Corporation Act during the validity of this authorization. Management will keep any mark-down on the stock market price as low as possible. It will probably be limited
to
a
maximum
of
3%,
but
will
not
in
any
event
exceed
5%.
Ad Item 7:
Resumes and other information on the Supervisory Board candidates nominated for election under Agenda Item 7
6
Sigmar Gabriel,
Former
German
Federal
Government
Minister
Place
of
residence:
Goslar,
Germany
| <br> <br> Personal data<br> <br> | <br> |
|---|---|
| <br> <br> Year of birth:<br> <br> | <br> <br> 1959<br> <br> |
| <br> <br> Nationality:<br> <br> | <br> <br> German<br> <br> |
| <br> <br> Appointed by court:<br> <br> | <br> <br> 11 March 2019<br> <br> |
| <br> <br> Term expires:<br> <br> | <br> <br> 2020<br> <br> |
Position
Author and publicist
Career
| <br> <br> Since<br> <br> <br><br> <br> <br> 2019<br> <br> | <br> <br> Senior<br> <br> <br><br> <br> <br> Advisor,<br> <br> <br><br> <br> <br> Eurasia<br> <br> <br><br> <br> Group, New York,<br> <br><br> <br> <br> USA<br> <br> |
|---|---|
| <br> <br> Since<br> <br> <br><br> <br> <br> 2018<br> <br> | <br> <br> Partner,<br> <br> <br><br> <br> <br> self-employed<br> <br> <br><br> <br> <br> advisor,<br> <br> <br><br> <br> Speech Design <br> <br> SGL<br> <br> <br> GbR, Berlin, Germany<br> <br> |
| <br> <br> 2017<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2018<br> <br> | <br> <br> Federal<br> <br> <br><br> <br> <br> Minister<br> <br> <br><br> <br> <br> for<br> <br> <br><br> <br> <br> Foreign<br> <br> <br><br> <br> <br> Affairs, Federal Foreign Office, Berlin, Germany<br> <br> |
| <br> <br> 2013<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2016<br> <br> | <br> <br> Federal<br> <br> <br><br> <br> <br> Minister,<br> <br> <br><br> <br> <br> Federal<br> <br> <br><br> <br> <br> Ministry<br> <br> <br><br> <br> <br> for<br> <br> <br><br> <br> <br> Economic<br> <br> <br><br> <br> <br> Affairs<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> Energy,<br> <br> <br><br> <br> <br> Berlin, Germany<br> <br> |
| <br> <br> 2013<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2018<br> <br> | <br> <br> Vice Chancellor, German<br> <br> <br><br> <br> <br> Federal Government, Berlin, Germany<br> <br> |
| <br> <br> 2009<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2013<br> <br> | <br> <br> SPD<br> <br> <br><br> <br> <br> Chairman,<br> <br> <br><br> <br> <br> SPD<br> <br> <br><br> <br> <br> Political<br> <br> <br><br> <br> <br> Party Headquarters, Berlin, Germany<br> <br> |
| <br> <br> 2005<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2009<br> <br> | <br> <br> Federal<br> <br> <br><br> <br> <br> Minister,<br> <br> <br><br> <br> <br> Federal<br> <br> <br><br> <br> <br> Ministry<br> <br> <br><br> <br> <br> for<br> <br> <br><br> <br> <br> the Environment, Nature Conservation and Reactor Safety, Berlin, Germany<br> <br> |
| <br> <br> 2005<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2019<br> <br> | <br> <br> Member<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> SPD<br> <br> <br><br> <br> <br> Parliamentary<br> <br> <br><br> <br> <br> Group, German<br> <br> <br><br> <br> <br> Bundestag,<br> <br> <br><br> <br> <br> Berlin,<br> <br> <br><br> <br> <br> Germany<br> <br> |
| <br> <br> 2003<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2005<br> <br> | <br> <br> Leader<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> SPD<br> <br> <br><br> <br> <br> Parliamentary<br> <br> <br><br> <br> Group, State Parliament of Lower Saxony, Hanover, Germany<br> |
| <br> <br> 1999<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2003<br> <br> | <br> <br> Minister President, Government<br> <br> <br><br> <br> of Lower Saxony, Hanover, Germany<br> |
| <br> <br> 1991<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 1999<br> <br> | <br> <br> Member<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> Town<br> <br> <br><br> <br> <br> Council,<br> <br> <br><br> <br> Goslar, Germany<br> |
| <br> <br> 1990<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2005<br> <br> | <br> <br> Member<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> State<br> <br> <br><br> <br> <br> Parliament,<br> <br> <br><br> <br> State Parliament of Lower Saxony, Hanover, Germany<br> |
| <br> <br> 1989<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 1990<br> <br> | <br> <br> Lecturer<br> <br> <br><br> <br> <br> for<br> <br> <br><br> <br> <br> adult<br> <br> <br><br> <br> <br> education,<br> <br> <br><br> <br> <br> Lower<br> <br> <br><br> <br> <br> Saxony Adult<br> <br> <br><br> <br> <br> Education<br> <br> <br><br> <br> <br> Centre<br> <br> <br><br> <br> (Volkshochschule), Goslar,<br> <br><br> <br> <br> Germany<br> <br> |
| <br> <br> 1987<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 1998<br> <br> | <br> <br> Member of the District<br> <br> <br><br> <br> Parliament, District of Goslar, Germany<br> |
Education
| <br> <br> 1987<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 1989<br> <br> | <br> Secondary State Exam, Secondary School Teacher Qualification, German Studies and Political Science, University of Göttingen, Germany<br> |
|---|---|
| <br> <br> 1982 – 1987<br> <br> | <br> First State Exam, Teacher training, German, Literature,<br> <br><br> <br> <br> Politics<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> Sociology,<br> <br> <br><br> <br> <br> University of Göttingen,<br> <br> <br><br> <br> <br> Germany<br> <br> |
Memberships in statutory supervisory boards in Germany
GP
Günter Papenburg
AG
, Hanover, Germany
Memberships in comparable boards
None
7
Dr Dagmar Valcárcel
Place of residence: Madrid, Spain
| <br> <br> Personal data<br> <br> | <br> |
|---|---|
| <br> <br> Year of birth:<br> <br> | <br> <br> 1966<br> <br> |
| <br> <br> Nationality:<br> <br> | <br> <br> German/<br> <br> <br><br> <br> <br> Spanish<br> <br> |
| <br> <br> Appointed by court:<br> <br> | <br> <br> 2019<br> <br> |
| <br> <br> Term expires:<br> <br> | <br> <br> 2020<br> <br> |
Position
Member of the Supervisory Board of Deutsche Bank
Aktiengesellschaft and of the Supervisory Board of amedes
Holding GmbH \(with registered seat in Hamburg, Germany\)
Career
| <br> <br> 2017<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2019<br> <br> | <br> <br> Chair<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> Management<br> <br> <br><br> <br> <br> Board,<br> <br> <br><br> <br> <br> Andbank Asset Management Luxembourg S.A., Luxembourg<br> <br> |
|---|---|
| <br> <br> 2016<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2017<br> <br> | <br> <br> Non-executive<br> <br> <br><br> <br> <br> member<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> General Council, Hellenic Financial Stability Fund, Greece<br> <br> |
| <br> <br> 2016<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2017<br> <br> | <br> <br> Chair<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> Management<br> <br> <br><br> <br> <br> Board,<br> <br> <br><br> <br> <br> Barclays Vida<br> <br> <br><br> <br> <br> y<br> <br> <br><br> <br> <br> Pensiones,<br> <br> <br><br> <br> <br> S.A.U.,<br> <br> <br><br> <br> <br> Madrid,<br> <br> <br><br> <br> <br> Spain<br> <br> |
| <br> <br> 2015<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2017<br> <br> | <br> <br> Head<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> Strategic<br> <br> <br><br> <br> <br> Resolution,<br> <br> <br><br> <br> <br> Insurance Operations,<br> <br> <br><br> <br> <br> Barclays<br> <br> <br><br> <br> <br> Non-Core,<br> <br> <br><br> <br> <br> Barclays Bank<br> <br> <br><br> <br> <br> PLC<br> <br> <br> ,<br> <br> <br><br> <br> <br> London,<br> <br> <br><br> <br> <br> UK<br> <br> <br> ,<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> Madrid,<br> <br> <br><br> <br> <br> Spain<br> <br> |
| <br> <br> 2012<br> <br> <br><br> <br> – 2015<br> | <br> <br> General Counsel Western<br> <br> <br><br> <br> <br> Europe, Barclays Bank<br> <br> <br> PLC<br> <br> <br> , London,<br> <br> <br> UK<br> <br> |
| <br> <br> 2010<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2011<br> <br> | <br> <br> Head<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> Legal<br> <br> <br><br> <br> <br> Central<br> <br> <br><br> <br> <br> Europe<br> <br> <br><br> <br> <br> and Middle<br> <br> <br><br> <br> <br> East,<br> <br> <br><br> <br> <br> Barclays<br> <br> <br><br> <br> <br> Bank<br> <br> <br><br> <br> <br> (Suisse)<br> <br> <br><br> <br> <br> SA<br> <br> <br> , Geneva,<br> <br> <br><br> <br> <br> Switzerland<br> <br> |
| <br> <br> 2003<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2009<br> <br> | <br> <br> Legal<br> <br> <br><br> <br> <br> Counsel,<br> <br> <br><br> <br> <br> Terra<br> <br> <br><br> <br> <br> Firma<br> <br> <br><br> <br> <br> Capital<br> <br> <br><br> <br> <br> Partners Limited, London,<br> <br> <br><br> <br> <br> UK<br> <br> |
| <br> <br> 1999<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2003<br> <br> | <br> <br> Senior<br> <br> <br><br> <br> <br> Associate,<br> <br> <br><br> <br> <br> Freshfields<br> <br> <br><br> <br> <br> Bruckhaus Deringer, London,<br> <br> <br> UK<br> <br> <br> , Düsseldorf and Frankfurt, Germany<br> <br> |
| <br> <br> 1997<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 1999<br> <br> | <br> <br> Associate,<br> <br> <br><br> <br> <br> Clyde<br> <br> <br><br> <br> <br> &<br> <br> <br><br> <br> <br> Co,<br> <br> <br><br> <br> <br> London,<br> <br> <br><br> <br> <br> UK<br> <br> |
| <br> <br> 1995<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 1996<br> <br> | <br> <br> Legal<br> <br> <br><br> <br> <br> Counsel,<br> <br> <br><br> <br> <br> General<br> <br> <br><br> <br> <br> &<br> <br> <br><br> <br> <br> Cologne<br> <br> <br><br> <br> <br> Re, Cologne,<br> <br> <br><br> <br> <br> Germany<br> <br> |
Education
| <br> <br> 1998<br> <br> | <br> <br> Solicitor,<br> <br> <br><br> <br> <br> England<br> <br> <br><br> <br> <br> &<br> <br> <br><br> <br> <br> Wales,<br> <br> <br><br> <br> <br> College<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> Law, London,<br> <br><br> <br> <br> UK<br> <br> |
|---|---|
| <br> <br> 1995<br> <br> | <br> <br> Licenciada,<br> <br> <br> UNED<br> <br> , Madrid,<br> <br><br> <br> <br> Spain<br> <br> |
| <br> <br> 1995<br> <br> | <br> German Second State Examination in Law, Higher<br> <br><br> <br> <br> Regional<br> <br> <br><br> <br> <br> Court<br> <br> <br><br> <br> <br> (<br> <br> <br> OLG<br> <br> <br> )<br> <br> <br><br> <br> <br> Düsseldorf,<br> <br> <br><br> <br> <br> Germany<br> <br> |
| <br> <br> 1994<br> <br> | <br> <br> PhD<br> <br> <br><br> <br> <br> in<br> <br> <br><br> <br> <br> Law<br> <br> <br><br> <br> <br> from<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> University<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> Bonn,<br> <br> <br><br> <br> <br> Germany<br> <br> |
| <br> <br> 1991<br> <br> | <br> <br> German<br> <br> <br><br> <br> <br> First<br> <br> <br><br> <br> <br> State<br> <br> <br><br> <br> <br> Examination<br> <br> <br><br> <br> <br> in<br> <br> <br><br> <br> Law, Higher Regional Court (<br> <br> OLG<br> <br> <br> ) Düsseldorf, Germany<br> <br> |
Memberships in statutory supervisory boards in Germany
None
Memberships in comparable boards
Member of the supervisory board of amedes Holding GmbH, Hamburg, Germany
8
Dr Theodor Weimer
Place of residence: Wiesbaden, Germany
| <br> <br> Personal data<br> <br> | <br> |
|---|---|
| <br> <br> Year of birth:<br> <br> | <br> <br> 1959<br> <br> |
| <br> <br> Nationality:<br> <br> | <br> <br> German<br> <br> |
Position
Chairman
of
the
Management
Board
\(
CEO
\),
Deutsche
Börse Aktiengesellschaft, Frankfurt am Main, Germany \(since 01/2018\)
Career
| <br> <br> 2009<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2017<br> <br> | <br> <br> HypoVereinsbank/<br> <br> <br><br> <br> <br> UniCredit<br> <br> <br><br> <br> <br> Bank<br> <br> <br><br> <br> <br> AG<br> <br> <br> , Munich: Spokesman of the Management Board<br> <br> |
|---|---|
| <br> <br> 2013<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2017<br> <br> | <br> <br> Member of the Executive Committee<br> <br> <br><br> <br> <br> of Unicredit Group, Milan, Italy<br> <br> |
| <br> <br> 2011<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2013<br> <br> | <br> <br> Member<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> Business<br> <br> <br><br> <br> <br> Executive<br> <br> <br><br> <br> Committee of Unicredit Group, Milan, Italy<br> |
| <br> <br> 2008<br> <br> | <br> <br> Bayerische Hypo-und Vereinsbank<br> <br> <br> AG<br> <br> <br> / UniCredit Group, Munich, Germany: Executive<br> <br> <br><br> <br> <br> Chairman<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> Global<br> <br> <br><br> <br> <br> Investment Banking; designated Spokesman of the Management<br> <br> <br><br> <br> <br> Board<br> <br> <br><br> <br> <br> as<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> 1<br> <br> <br><br> <br> <br> January<br> <br> <br><br> <br> <br> 2009<br> <br> |
| <br> <br> 2007<br> <br> | <br> <br> UniCredit<br> <br> <br><br> <br> <br> Group,<br> <br> <br><br> <br> <br> Milan,<br> <br> <br><br> <br> <br> Italy:<br> <br> <br><br> <br> <br> Markets<br> <br> <br><br> <br> <br> & Investment Banking Division; Head of Global Investment<br> <br> <br><br> <br> <br> Banking<br> <br> |
| <br> <br> 2001<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2007<br> <br> | <br> <br> Goldman, Sachs& Co. oHG, Frankfurt am Main, Germany<br> <br> |
| <br> <br> 2004 – 2007<br> <br> | <br> <br> Partner, Investment Banking Division<br> <br> |
| <br> <br> 2001 – 2004<br> <br> | <br> <br> Managing Director<br> <br> |
| <br> <br> 1995<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 2001<br> <br> | <br> <br> Bain&<br> <br> <br><br> <br> <br> Company,<br> <br> <br><br> <br> <br> Inc.,<br> <br> <br><br> <br> <br> Munich,<br> <br> <br><br> <br> Germany: Senior Partner, member of the Global Management Committee of Bain& Company, Boston, <br> <br> USA<br> <br> |
| <br> <br> 1988<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 1995<br> <br> | <br> <br> McKinsey&<br> <br> <br><br> <br> Company, Düsseldorf, Germany: Management Consultant<br> |
Education
| <br> <br> 1984<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 1987<br> <br> | <br> <br> University<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> Bonn,<br> <br> <br><br> <br> <br> Germany:<br> <br> <br><br> <br> <br> Assistant<br> <br> <br><br> <br> <br> at the<br> <br> <br><br> <br> <br> research<br> <br> <br><br> <br> <br> chair<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> Prof<br> <br> <br><br> <br> <br> Dr<br> <br> <br><br> <br> Albach; PhD (Dr rer. pol.)<br> |
|---|---|
| <br> <br> 1978<br> <br> <br><br> <br> <br> –<br> <br> <br><br> <br> <br> 1984<br> <br> | <br> <br> Studies<br> <br> <br><br> <br> <br> in<br> <br> <br><br> <br> <br> economics,<br> <br> <br><br> <br> <br> business<br> <br> <br><br> <br> <br> administration<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> geography<br> <br> <br><br> <br> <br> at<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> University<br> <br> <br><br> <br> <br> of Tübingen,<br> <br> <br><br> <br> <br> Germany<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> University<br> <br> <br><br> <br> <br> of St. Gallen,<br> <br> <br><br> <br> <br> Switzerland<br> <br> |
Board memberships
Memberships in statutory supervisory boards in Germany
FC
Bayern München
AG
, Munich, Germany
Memberships in comparable boards
None
9
Total number of share s and voting rights
The company’s share capital at the time of convocation of
this
General
Meeting
amounts
to
€5,290,939,215.36
and is
divided
up
into
2,066,773,131
registered
\(no
par
value\)
shares
with
eligibility
to
vote
at
and
participate
in
the
General Meeting. At the time of convocation of this General Meeting,
10,480,032
of
these
no
par
value
shares
consist
of
own shares
held
in
treasury,
which
do
not
grant
any
rights
to
the company.
General Meeting without physical presence of shareholders or their representatives
On
the
basis
of
Section
1\(2\)
and
\(6\)
of
the
Act
on
Measures
in Company, Cooperative, Association, Foundation and Property Law to Combat the Effects of the
COVID
19 Pandemic \(“
COVID
-19
Act”\),
published
as
Article
2
of
the
Act
to
Mitigate the Consequences of the
COVID
19 Pandemic in Civil, Insolvency
and
Criminal
Proceedings
law
of
27
March
2020,
published in the Federal Gazette, Part I, of 27 March 2020, the Management
Board
decided,
with
the
approval
of
the
Supervisory
Board,
to
hold
the
Annual
General
Meeting
as
a
virtual general meeting without the physical presence of the shareholders
or
their
representatives.
The
Annual
General
Meeting shall
be
held
in
the
physical
presence
of
the
Chairman
of
the general meeting, members of the Management Board and the notary responsible for the minutes as well as the company’s voting representatives at the company’s premises in Taunusanlage
12,
60325
Frankfurt
am
Main,
Germany.
Since
the
holding
of
the
general
meeting
as
a
virtual
general meeting
on
the
basis
of
the
COVID
-19
Act
leads
to
certain modifications
in
the
course
of
the
meeting
and
the
exercise of
shareholders’
rights,
we
ask
our
shareholders
to
pay
particular
attention
to
the
following
indications
on
the
possibility of
watching
the
general
meeting
via
audio
and
video
broadcast,
the
exercise
of
voting
rights,
the
right
to
submit
questions
and
other
shareholders’
rights.
Audio and video broadcast of the General Meeting
The
entire
General
Meeting
can
be
followed
by
shareholders
registered
in
the
share
register
over
the
Internet
via
the shareholder portal of Deutsche Bank Aktiengesellschaft. The
shareholder
portal
can
be
accessed
at:
netvote.db.com
.
Shareholders who are already registered in the shareholder portal
can
log
in
with
their
access
data
and
access
the
audio and video broadcast of the General Meeting from 9.30 a.m. on the day of the General Meeting. Shareholders registered in the share register, who have not previously registered in the shareholder portal and only wish to follow the audio and video broadcast of the General Meeting, can log in to the shareholder portal without registering permanently by using their
shareholder
number
and
the
access
code
sent
with
the invitation
letter
to
shareholders
registered
in
the
share
register. However, the voting by electronic absentee vote and the electronic issuing of proxy authorisations and instructions to
the
company’s
voting
representatives
via
the
shareholder portal require registration on the shareholder portal as well as
timely
registration
for
the
General
Meeting.
Registration
for
the
General
Meeting
and
exercise
of voting
rights;
registration
stop
Pursuant
to
§17
of
the
Articles
of
Association,
shareholders who
are
entered
in
the
share
register
and
have
given
notice in
due
time
to
the
company
of
their
intention
to
attend
are entitled
to
participate
in
the
General
Meeting
and
exercise their
voting
rights.
Such
notification
must
be
received
by
the company
by
no
later
than
May
14,
2020,
24:00
\(
CEST
\)
either electronically
via
the
company’s
shareholder
portal
\(netvote. db.com\)
or in writing to the domicile of the company in Frankfurt
am
Main
or
to
the
following
address:
Deutsche Bank Aktiengesellschaft
Aktionärsservice
Postfach 14 60
61365 Friedrichsdorf
Germany
e-mail: deutschebank.hv@linkmarketservices.de
As set out in §67 (2) sentence 1 Stock Corporation Act in the
version
applicable
according
to
§26j
\(4\)
Introductory
Act to the Stock Corporation Act until September 3, 2020, only those who are listed in the share register are considered shareholders of the company. As a result, the status of the entries
in
the
share
register
on
the
day
of
the
General
Meeting is decisive for determining the number of votes a duly registered
shareholder
is
entitled
to
at
the
General
Meeting. For technical processing reasons, however, no changes to the share register will be carried out \(“registration stop”\) between the end of May 14, 2020 \(“technical record date”\), and the conclusion of the General Meeting. Therefore, the entry status in the share register on the day of the General Meeting will correspond to the status after the last change of registration on May 14, 2020. The registration stop does not
mean
the
shares
are
blocked
for
disposal.
Share
buyers whose change of registration requests are received by the company
after
May
14,
2020,
however,
cannot
de
facto
exercise the rights to vote and other shareholder rights on the basis
of
these
shares,
unless
they
have
obtained
a
power
of attorney
to
do
so
or
an
authorization
to
exercise
such
rights. In such cases, voting rights and other shareholder rights are retained by the shareholder entered in the share register until the change of registration. All buyers of the company’s shares who are not yet registered in the share register are therefore requested to submit change of registration requests in due
time.
Exercise of voting rights by authorized representatives
Shareholders
registered
in
the
share
register
may
also
have their
voting
rights
exercised
by
an
authorized
representative \(proxy\)
–
for
example,
a
bank
or
a
shareholders’
association
– by way of absentee voting or by granting sub-power of attorney to the company employees appointed by the company
as
proxies.
The
issue
of
the
power
of
attorney,
its
cancellation and proof of the proxy authorization vis-à-vis the company are required, in principle, in text form if the power of attorney to exercise the voting right is granted neither to an intermediary nor to a shareholders’ association, a proxy advisor
within
the
meaning
of
§134a
\(1\)
No.
3
and
\(2\)
No.
3
10
Stock Corporation Act or another person with an equivalent status pursuant to §135 (8) Stock Corporation Act.
Registration
in
due
time
for
the
General
Meeting
is
also
necessary
in
case
powers
of
attorney
are
issued
\(proxy
authorization\).
Proof
of
the
proxy
authorization
vis-à-vis
the
company
can also
be
sent
electronically
to
the
following
e-mail
address: deutschebank.hv@linkmarketservices.de
If powers of attorney to exercise voting rights are issued to intermediaries, shareholders’ associations, proxy advisors within
the
meaning
of
§134a
\(1\)
No.
3
and
\(2\)
No.
3
Stock
Corporation Act or other persons with an equivalent status pursuant to §135 \(8\) Stock Corporation Act, the requisite form for
these
is
specified,
where
appropriate,
by
the
recipients.
The company also offers its shareholders the possibility of being represented by company employees appointed by the company as proxies to exercise shareholders’ voting rights at the General Meeting. These company proxies will only vote in accordance with the instructions issued to them. The power of attorney can be issued and the instructions can be submitted in writing to the following address:
Deutsche Bank Aktiengesellschaft
Aktionärsservice
Postfach 14 60
61365 Friedrichsdorf
Germany
Furthermore, there is also the possibility to issue the power of attorney and instructions to the company employees appointed
as
proxies
electronically
via
the
shareholder
portal
\(netvote.db.com\)
before,
but
also
during,
the
General
Meeting on May 20, 2020 until the conclusion of the questions and answers. This requires registration on the shareholder portal
as
well
as
timely
registration
for
the
General
Meeting.
Details
on
how
to
issue
a
power
of
attorney
and
instructions using the Internet are given in the documents sent to the shareholders.
Submitting absentee votes
As
in
previous
years,
shareholders
listed
in
the
share
register can
submit
their
votes
through
absentee
voting.
Registration in
due
time
is
indispensable
for
this
form
of
voting,
too.
The registration for absentee voting must be received by the company in writing or using electronic communication
before
the
registration
period
expires,
i.e.
at
the
latest by
May
14,
2020,
24:00
\(
CEST
\).
For
absentee
voting
in
writing,
please
use
the
personalized
registration
form
sent
to
you with
the
invitation
and
return
it
to
the
following
address:
Deutsche Bank Aktiengesellschaft
Aktionärsservice
Postfach 14 60
61365 Friedrichsdorf
Germany
e-mail: deutschebank.hv@linkmarketservices.de
In
order
to
register
for
absentee
voting
and
to
submit
your absentee
ballot
using
electronic
communication,
please
use the
shareholder
portal
\(netvote.db.com\)
for
this.
After May 14, 2020, you will no longer be able to submit or change your votes through absentee voting through the mail. This also applies if you have previously issued a power of attorney to a third party or a company proxy.
A
change
of
votes
cast
in
the
absentee
ballot
is
only
possible after
May
14,
2020,
using
the
shareholder
portal.
This
also requires
registration
on
the
shareholder
portal.
This
possibility
of
changing
votes
ends
on
the
day
of
the
General
Meeting after
the
conclusion
of
the
questions
and
answers;
the
Chairman
of
the
General
Meeting
will
inform
on
this
in
due
time.
Furthermore, authorized intermediaries, proxy advisors within
the
meaning
of
§134a
\(1\)
No.
3
and
\(2\)
No.
3
Stock
Corporation Act, and shareholders’ associations or other persons with an equivalent status pursuant to §135 \(8\) Stock Corporation
Act
may
also
make
use
of
absentee
voting
pursuant to the rules described above and in observing the specified
deadlines.
Requesting documents for the General Meeting
Requests
for
documents
for
the
General
Meeting
can
be
sent to the following
address:
Deutsche Bank Aktiengesellschaft
Aktionärsservice
Postfach 14 60
61365 Friedrichsdorf
Germany
e-mail: deutschebank.hv@linkmarketservices.de
Telefax: +49 69 2222 34283
Documents for and additional information concerning the General Meeting are also accessible through the Internet at
www.db.com/general-meeting
. These documents will continue to be available on the aforementioned website
throughout the General Meeting and – if necessary – will be explained during the General Meeting in more detail.
Requests for additions to the Agenda pursuant to §122
\(1\) Stock Corporation
Act
Shareholders whose aggregate shareholdings represent 5% of the share capital or the proportionate amount of €500,000 (the latter of which corresponds to 195,313 shares) may request that items be placed on the Agenda and published.
The request must be addressed in writing to the Management Board of the company and be received by the company
11
at
the
latest
by
Sunday,
April
19,
2020,
24:00
\(
CEST
\).
Please send
such
requests
to
the
following
address:
Deutsche Bank Aktiengesellschaft
Management Board
60262 Frankfurt am Main
Germany
Each
new
item
of
the
Agenda
must
also
include
a
reason or a resolution proposal. An applicant or applicants making
such
a
request
must
prove
that
they
have
owned
their shares
for
at
least
90
days
before
the
date
of
the
receipt
of the
request
by
the
company
and
that
they
will
continue
to hold
the
shares
until
the
Management
Board’s
decision
on the
request.
The
provisions
of
§70
and
§121
\(7\)
Stock
Corporation
Act
must
be
observed
in
determining
this
period.
The publication and forwarding of requests for additions are carried out in the same way as in the convocation.
Shareholders’ counterproposals and election proposals pursuant to §126 \(1\), §127 Stock Corporation Act; exclusion of the right to submit proposals during the General Meeting
Due
to
the
concept
of
the
General
Meeting
as
a
virtual
general
meeting
without
the
physical
presence
of
shareholders and
their
representatives,
with
the
exercise
of
voting
rights only
by
means
of
absentee
voting
or
by
proxy,
without
electronic
participation
of
shareholders,
the
right
of
shareholders to
submit
motions
and
proposals
during
the
General
Meeting is
legally
excluded.
Counterproposals
and
election
proposals within
the
meaning
of
§§126\(1\),
127
Stock
Corporation
Act
as well
as
procedural
motions
may
therefore
not
be
submitted in the general
meeting.
Shareholders are nevertheless given the opportunity to announce
counterproposals
and
election
proposals
to
the company
for
publication
on
the
company’s
website
before the
General
Meeting
in
accordance
with
§§126\(1\),
127
Stock Corporation
Act.
The
Management
Board
and
the
Supervisory
Board
reserve
the
right
to
address
at
the
General
Meeting
counterproposals
and
election
proposals
that
fulfill
the following
conditions.
Consequently, the company’s shareholders may submit counterproposals
to
the
proposals
of
the
Management
Board and/ or Supervisory Board on specific Agenda Items and election proposals for the election of Supervisory Board members
or
auditors
before
the
General
Meeting.
Such
proposals \(with their reasons\) and election proposals are to be sent solely
to:
Deutsche Bank Aktiengesellschaft
Investor Relations
60262 Frankfurt am Main
Germany
e-mail:
HV.2020@db.com
Telefax:
+49
69
910
38591
Counterproposals
should
stipulate
a
reason;
this
does
not apply to election
proposals.
Shareholders’ counterproposals and election proposals that fulfill
the
requirements
and
are
received
by
the
company
at the
address
specified
above
by
Tuesday,
May
5,
2020,
24:00 \(
CEST
\),
at
the
latest,
will
be
made
accessible
without
undue delay through the website
www.db.com/general-meeting
along
with
the
name
of
the
shareholder
and,
specifically
in the
case
of
counterproposals,
the
reason
and,
in
the
case
of election
proposals,
the
additional
information
to
be
provided by
the
Management
Board
pursuant
to
§127
sentence
4
Stock Corporation
Act,
as
well
as
any
comments
by
management.
The company is not required to make a counterproposal and
its
reason
or
an
election
proposal
accessible
if
one
of
the exclusionary elements pursuant to §126 \(2\) Stock Corporation Act exists, for example, because the election proposal or
counterproposal
would
lead
to
a
resolution
by
the
General Meeting that breaches the law or the Articles of Association or its reason apparently contains false or misleading information with regard to material points. Furthermore, an election proposal need not be made accessible if the proposal does not contain the name, the current occupation and the place
of
residence
of
the
proposed
person
as
well
as
his
/
her membership in other statutory supervisory boards. The reason
for
a
counterproposal
need
not
be
made
accessible
if
its total
length
is
more
than
5,000
characters.
It
should
be
noted
that
questions
are
to
be
submitted
only
in the
way
described
in
the
section
“Submission
of
questions by electronic means”
below.
Submission of statements for publication before the General Meeting
Due to the concept of the virtual general meeting with the exercise
of
voting
rights
only
by
means
of
absentee
voting
or by
proxy
and
without
electronic
participation
of
shareholders,
shareholders
will
not
be
able
to
comment
on
the
agenda at the General
Meeting.
However,
shareholders
will
be
given
the
opportunity
to
submit
statements
relating
to
the
agenda
of
the
General
Meeting for publication by the company on the company’s website before the General
Meeting.
It
is
requested
that
such
statements,
including
the
name
and shareholder
number,
are
submitted
in
text
form
by
Thursday, 14
May
2020,
24:00
\(
CEST
\)
to
the
following
address,
fax
number or e-mail
address:
Deutsche Bank Aktiengesellschaft
Investor Relations
60262
Frankfurt
am
Main,
Germany
E-Mail:
HV.2020@db.com
Telefax:
+49
69
910
38591
The length of a statement should not exceed 10,000 characters.
The
name
of
the
submitting
shareholder
shall
be
disclosed
in the
publication
only
if
the
shareholder
has
expressly
agreed to
such
disclosure
when
submitting
the
statement.
12
It should be noted that there is no legal right to have a sub- mitted statement published and that the company reserves the right to refrain from publishing statements with offensive
content,
content
that
could
qualify
as
a
criminal
offence, obviously false or misleading content or content without any reference to the agenda of the General Meeting, and statements the length of which exceeds 10,000 characters or which have not been submitted by the aforementioned date
at
the
address,
fax
number
or
e-mail
address
mentioned above. Likewise, the company reserves the right to publish only one statement per
shareholder.
It
should
be
noted
that
questions
are
to
be
submitted
only
in the
way
described
in
the
section
“Submission
of
questions by electronic means”
below.
Submission of questions by electronic means
Based
on
§1\(2\)
No.
3,
sentence
2
second
half-sentence
of
the
COVID
-19
Act,
the
Management
Board
decided
with
approval of
the
Supervisory
Board
that
shareholders
must
submit
their questions to the company by electronic means at the latest two days before the General Meeting. The Management Board will decide in its own dutiful discretion which questions
to
answer
and
how
to
answer
them.
Only shareholders duly registered for the General Meeting can submit their questions. Questions must be submitted at the latest by Sunday, 17 May, 24:00 (
CEST
\) at the following
e-mail address:
HV.2020@db.com
Questions
can
only
be
taken
into
account
if
the
question
or questions are submitted accompanied by evidence of the share
ownership,
i.e.
the
name,
date
of
birth
and
address
of the
shareholder
or
the
shareholder
number.
When answering questions during the General Meeting, the name of the shareholder who submitted the question is only disclosed
\(to
the
extent
that
questions
are
answered
individually\) if the shareholder explicitly agreed to such disclosure when submitting the question. The same shall apply to any publication
of
questions
and,
where
appropriate,
answers
on the company’s website before the General Meeting: In this case,
too,
the
name
of
the
shareholder
will
only
be
disclosed if the shareholder has expressly agreed to the disclosure of his
/
her
name.
Objections
against
resolutions
of
the
General
Meeting
Shareholders who have exercised their right to vote by means
of
absentee
vote
\(in
writing
or
by
electronic
means\) or
by
way
of
proxy
authorisation
may,
by
electronic
communication,
declare
their
objection
to
the
resolutions
of
the General
Meeting
to
the
notary
responsible
for
the
minutes of
the
General
Meeting.
Respective
objection
declarations can
be
sent
to
the
notary
via
the
e-mail
address
Notar.DB.HV2020@hoganlovells.com
and are possible from the opening of the General Meeting until
its
closure
by
the
Chairman
of
the
General
Meeting.
The declaration shall be accompanied by evidence of the share ownership, i.e. either the name, date of birth and address of the
shareholder
or
the
shareholder
number.
Additional information
Additional
information
on
shareholders’
rights
can
be
found on the company’s website at
www.db.com/general-meeting
.
Notice on the company’s website
Information pursuant to §124a Stock Corporation Act on this year’s Ordinary General Meeting is accessible on the company’s website at
www.db.com/general-meeting
. Following the General Meeting, the voting results will be announced at the same Internet address.
Privacy notice for shareholders and their representatives
The information we provide in the following is intended to give you an overview of the processing of your personal data as a Deutsche Bank shareholder (including any representatives you designate) as well as the rights you are entitled to under data protection law.
If
you
have
registered
to
use
our
shareholder
portal,
additional
data
protection
information
applies
to
such
use
and can
be
viewed
at
any
time
using
the
shareholder
portal.
Who is responsible for data processing and whom can I contact?
The “Controller” responsible for data processing is:
Deutsche Bank Aktiengesellschaft
Taunusanlage 12
60325 Frankfurt am Main
Germany
Telephone: +49 69 910 10000
Telefax: +49 69 910 10001
e-mail: deutsche.bank@db.com
You can contact our company Data Protection Officer at:
Deutsche Bank Aktiengesellschaft
Data Protection Officer
Taunusanlage 12
60325 Frankfurt am Main
Germany
Telephone: +49 69 910 10000
e-mail: germany.dpo@db.com
Should you have any questions as a shareholder about data protection and the General Meeting, please call the General Meeting Hotline at 0800 100 4798 (available from within Germany).
What personal data and data sources do we use?
Shares
of
Deutsche
Bank
Aktiengesellschaft
are
registered shares.
§67
Stock
Corporation
Act
in
the
version
applicable according
to
§26j
\(4\)
Introductory
Act
to
the
Stock
Corporation
Act
until
September
3,
2020
requires
that
registered
13
shares
be
entered
into
the
company’s
share
register
stating the name, date of birth and address of the shareholder as well
as
the
number
of
shares
held.
The
shareholder
is
generally
required
to
provide
this
information
to
the
company.
The
credit
institutions
involved
in
the
acquisition
or
custody
of your registered shares of Deutsche Bank Aktiengesellschaft regularly
forward
to
us
the
information
relevant
for
the
administration of the share register. This is carried out by Clearstream Banking Frankfurt, which performs the technical settlement of securities transactions and the custody of shares on
behalf
of
companies
as
the
central
securities
depository.
The
personal
data
provided
by
the
shareholder
is
used
exclusively to update our share register based on such information, and information regarding the shareholder and/ or the shareholder’s
representative
is
used
to
properly
conduct
the General
Meeting.
We
use
the
data
collected
during
the
General
Meeting
to
create
lists
of
participants
and
to
document
the
voting
results.
Why
do
we
process
your
data
and
on
what
legal
basis do
we
do
so?
We process your personal data in compliance with the
EU
General Data Protection Regulation, the Stock Corporation Act and all other relevant legal provisions, including the German Federal Data Protection Act. The key provisions here are §67 Stock Corporation Act \(currently still in the version applicable pursuant to §26j \(4\) Introductory Act to the Stock Corporation Act\), §123 \(2\) Stock Corporation Act in conjunction with §17 \(1\) and \(2\) of our Articles of Association and
§129 \(1\) sentence 2 Stock Corporation Act in conjunction with
Article
6
\(1\)
letter
c\)
General
Data
Protection
Regulation. If you mandate us to provide services, we use data to per- form our contractual obligations \(Article 6 \(1\) letter b\) General Data Protection
Regulation\).
In addition, where necessary we process personal data to meet additional statutory requirements such as regulatory requirements and record retention obligations in conjunction with
Article
6
\(1\)
letter
c\)
General
Data
Protection
Regulation. In individual cases, we also process your personal data to safeguard our legitimate interests pursuant to Article 6 \(1\) letter
f\)
General
Data
Protection
Regulation.
Should
we
wish
to
process
your
personal
data
for
purposes other
than
those
specified
above,
we
will
involve
you
in
this decision pursuant to the statutory
provisions.
The
purpose
of
the
data
processing
is
the
administration
and technical management of the share register as well as the preparation, execution and post-processing of the General Meeting. This data processing does not involve fully auto- mated decision-making as defined by Article 22 General Data Protection
Regulation.
Data
relating
to
representatives
authorized
by
a
shareholder
to exercise
the
shareholder’s
rights
are
only
used
to
conduct
the General
Meeting.
Which categories of recipients do we disclose your data to and who receives access?
We use external service providers for the administration and technical management of the share register and the execution of the General Meeting. These service providers are engaged as data processors as defined by Article 28 General Data Protection Regulation and process your personal data exclusively based on the instructions of Deutsche Bank Aktiengesellschaft.
In
addition,
we
may
send
your
personal
data
to
other
recipients,
such
as
to
the
regulatory
authorities,
in
order
to
meet statutory
reporting
obligations
\(e.g.
to
the
Federal
Financial Supervisory
Authority
when
a
voting
right
threshold
subject to reporting is
exceeded\).
If
company
employees
appointed
as
proxies
exercise
your voting rights, members of the Management Board and Supervisory Board, the Chair of the General Meeting, the Notary
Public,
advisors
and,
where
applicable,
auditors
may view your personal data included in the list of participants pursuant
to
§129
\(4\)
sentence
1
Stock
Corporation
Act.
Within
Deutsche
Bank
Aktiengesellschaft,
the
people
who are
able
to
access
your
data
are
those
who
need
to
do
so
in order
to
meet
our
obligations
to
you.
How long do we store your data?
We generally delete your personal data once it is no longer needed for the purposes specified above, provided we are not required to retain such data for a longer period based on statutory obligations to produce documentary evidence
or retain records \(e.g. pursuant to the Stock Corporation Act, Commercial Code, Tax Code, Securities Trading Act or German Banking Act\). The data collected in relation to the General Meeting is usually stored for a period of three years.
The standard retention period for data stored in the share
register is ten years after the shares are sold.
What are your rights as a shareholder / representative?
According to
Article
15 General Data Protection Regulation, you have the right to information \(according to §67 \(6\) sentence 1 Stock Corporation Act, each shareholder may demand information relating to him/her that is entered in the share register\).Article
16 General Data Protection Regulation, you have the right to have incorrect data rectified.Article
17 General Data Protection Regulation, you have the right to have your data erased, provided there is no legal basis for its continued storage.Article
18 General Data Protection Regulation, you have the right to request a restriction of the processing of your personal data. This means that, although your data will continue to be stored, it may only be processed further under restricted conditions.
14
- Article 20 General Data Protection Regulation, you have the right to data portability with respect to any data you have provided us. In this case, we will provide you with the data in a structured, commonly used and machine-readable format.
- Article 21 General Data Protection Regulation, you have the right to object to the processing of your data if your particular situation justifies this.
Do you want to exercise your right to file a complaint?
You
have
the
option
to
contact
the
Data
Protection
Officer of
Deutsche
Bank
Aktiengesellschaft
specified
above
or
a data
protection
supervisory
authority
if
you
believe
the
personal
data
relating
to
you
is
being
processed
in
violation
of the
General
Data
Protection
Regulation
or
the
Federal
Data
Protection
Act.
We
are
under
the
jurisdiction
of
the
following data protection supervisory
authority:
Der Hessische Beauftragte für Datenschutz und
Informationsfreiheit
Postfach 3163
65021 Wiesbaden
Germany
Telephone: +49 611 1408 0
Telefax: +49 611 1408 611
e-mail address available from:
https://datenschutz.hessen.de/über-uns/kontakt
Frankfurt am Main, April 2020
Deutsche Bank Aktiengesellschaft
The Management Board
15
Deutsche Bank Aktiengesellschaft Taunusanlage
12
60262
Frankfurt am Main
Germany
Telephone:
+
49
69
91000
deutsche.bank@db.com
Contact
for
Shareholders
+
49 800 9108000
AGM
Hotline
+
49 6196 8870704
Exhibit 99.3
1
1. Information
on
Item
1
pursuant
to
§
124a
sentence
1
No.
2
Stock
Corporation
Act \(AktG\)
Pursuant to §§ 172, 173 Stock Corporation Act, voting on Item 1 is not provided for as the
Supervisory
Board
has
approved
the
Annual
Financial
Statements
and
Consolidated Financial Statements prepared by the Management Board, thus the Annual Financial Statements have been established. § 175 \(1\) sentence 1 Stock Corporation Act merely stipulates that the Management Board convene the General Meeting for the purpose \(inter alia\) of accepting the established Annual Financial Statements and Management Report as well as for voting on the appropriation of distributable profit \(if applicable\) and,
in
the
case
of
a
parent
company,
also
for
the
purpose
of
accepting
the
Consolidated Financial Statements and Management Report as approved by the Supervisory Board. The special case pursuant to § 173 Stock Corporation Act, according to which the General
Meeting
would
be
entrusted
with
establishing
the
Annual
Financial
Statements
if the Management Board and Supervisory Board decide this, also does not apply. The Management Board and Supervisory Board have not taken such a
resolution.
2. Information
pursuant
to
§
121
\(3\)
No.
3
Stock
Corporation
Act
on
shareholders’
rights in accordance with § 122 \(2\), § 126 \(1\) and § 127 Stock Corporation Act, § 1\(2\) of the COVID-19 Act \(as defined
below\)
The
convening
of
the
General
Meeting
includes
details
on
shareholders’
rights
pursuant to
§
122
\(2\),
§
126
\(1\)
and
§
127
Stock
Corporation
Act
and
§
1
\(2\)
of
the
Act
on
Measures in Company, Cooperative, Association, Foundation and Property Law to Combat the Effects of the COVID 19 Pandemic \("
COVID-19 Act
"\), published as Article 2 of the Act to Mitigate the Consequences of the COVID 19 Pandemic in Civil, Insolvency and Criminal Proceedings law of 27 March 2020, published in the Federal Gazette Part I
of 27
March
2020,
which
–
pursuant
to
§
121
\(3\)
No.
3
Stock
Corporation
Act
–
are
largely limited to the deadlines for exercising these rights. The following information is intended for further
clarification purposes.
a\) Requests
for
additions
to
the
Agenda
in
accordance
with
§
122
\(2\)
Stock Corporation
Act
Pursuant to § 122 (2) Stock Corporation Act, shareholders whose aggregate shareholdings represent one-twentieth of the share capital or the proportionate amount of €500,000 (the latter corresponds to 195,313 shares) may request that items be placed on the Agenda and published. Each new item of the Agenda must also
include
a
reason
or
a
resolution
proposal.
Requests
must
be
addressed
in
writing \(§ 126 German Civil Code\) to the Management Board of the company and received by
the
company
at
least
30
days
before
the
General
Meeting;
the
day
of
the
General Meeting
and
the
day
of
receipt
are
not
included
in
this
calculation.
Based
on
this,
the last possible date for the receipt of requests is Sunday, April 19, 2020, midnight \(CEST\).
Requests
received
after
this
date
will
not
be
considered.
The
address
of
the Management Board is as
follows:
Deutsche Bank Aktiengesellschaft
2
Management Board
60262 Frankfurt am Main, Germany
Pursuant to § 122 (2) in conjunction with (1) Stock Corporation Act, shareholders making
such
requests
must
prove
that
they
have
held
the
required
number
of
shares for
at
least
90
days
prior
to
the
day
the
request
is
received
and
that
they
will
hold
the shares until the Management Board decides on the request. § 121 \(7\) Stock Corporation Act is to be applied accordingly to the calculation of the period. According
to
this,
the
days
are
counted
back,
whereby
the
day
on
which
the
request is received shall not be included, and any move from a Sunday, Saturday or public holiday to a preceding or subsequent business day shall not be possible. §§ 187 to 193
German
Civil
Code
shall
not
be
applied
accordingly.
For
the
purposes
of
proof,
it is sufficient to provide the entry in the share register or an equivalent note of confirmation
issued
by
the
institution
where
the
securities
account
is
held.
§
70
Stock Corporation Act applies when calculating the time for which shares have been
held. According to this, a claim to the transfer of ownership vis-à-vis a credit institution, financial
services
provider
or
an
enterprise
operating
pursuant
to
§
53
\(1\)
sentence
1 or
§
53b
\(1\)
sentence
1
or
\(7\)
of
the
German
Banking
Act
is
considered
to
be
the
same as
ownership.
The
period
during
which
the
share
was
owned
by
a
predecessor
in
title shall be attributed to the shareholder, provided that he has acquired the share without
consideration,
from
his
fiduciary,
as
a
successor
in
title
by
operation
of
law,
in connection
with
the
dissolution
of
a
community
of
interests
or
as
a
result
of
a
transfer of assets in accordance with § 13 of the Insurance Supervision Act or § 14 of the Building
and
Loan
Associations
Act \(§
70 sentence
2
Stock
Corporation
Act\).
Additional agenda items that are to be published – if they have not already been published upon convening the meeting – will be published in the Bundesanzeiger without
delay
after
the
company
receives
them
and
forwarded
for
publication
to
other such media that can be expected to distribute the information throughout the European Union. Furthermore, without delay after receipt by the company, the additional agenda items will be made accessible on the website www.db.com/general-meeting and announced to all
shareholders.
Below
is
the
wording
of
the
regulations
of
the
Stock
Corporation
Act
upon
which
this shareholder right is
based:
§ 122 \(1\) and \(2\) \(Calling of a meeting at the request of a minority\)
(1) The general meeting shall be called if shareholders whose aggregate shareholdings equal or exceed one-twentieth of the share capital, demand such meeting in writing, stating the purpose of and reasons for such a meeting; such demand shall be addressed to the management board. The articles
may
provide
that
the
right
to
demand
a
general
meeting
shall
require another
form
or
the
holding
of
a
lower
proportion
of
the
share
capital.
Persons submitting
a
request
must
prove
that
they
have
held
the
shares
for
at
least
90 days
before
the
datethe
request
is
received
and
that
they
hold
the
shares
until the management board decides on the request. § 121 \(7\) shall be applied accordingly.
3
(2) In
the
same
manner,
shareholders
whose
aggregate
shareholdings
amount to
one-twentieth
of
the
share
capital
or
represent
an
amount
of
the
share capital corresponding to 500,000 euros, may request that items are placed on the agenda and published. Each new item shall be accompanied by an explanation or a resolution proposal. The request in the
sense
of
sentence
1
shall
be
provided
to
the
company
at
least
24
days, in the case of listed companies at least 30 days, prior to the meeting; the day of receipt shall not be included in this
calculation.
b\) Shareholders’
counterproposals
and
election
proposals
pursuant
to
§ 126 \(1\) and § 127 Stock Corporation
Act
Due to the concept of the General Meeting as a virtual general meeting without the
physical
presence
of
shareholders
and
their
representatives,
with
the
exercise of voting rights only by means of absentee voting or by proxy, without electronic participation of shareholders, shareholders cannot exercise a right to bring forward
motions
and
proposals
during
the
General
Meeting.
According
to
the
legal concept, counterproposals and election proposals within the meaning of §§ 126\(1\), 127 Stock Corporation Act as well as procedural motions may therefore not be submitted in the General
Meeting.
Shareholders are nevertheless given the opportunity to announce counterproposals and election proposals to the company for publication on the company’s
website
before
the
General
Meeting
in
accordance
with
§§
126
\(1\),
127 Stock Corporation Act. The Management Board and the Supervisory Board reserve
the
right
to
address
at
the
General
Meeting
counterproposals
and
election proposals that fulfill the following
conditions.
According
to
§
126
and
§
127
Stock
Corporation
Act,
every
shareholder
is
entitled to have his counterproposal or election proposal made accessible to the persons listed
in
§
125
\(1\)
to
\(3\)
Stock
Corporation
Act
based
on
therequirements
stipulated therein. If shareholders wish for these to be made accessible, counterproposals \(with their reasons\) and election proposals are to be sent solely
to:
Deutsche Bank Aktiengesellschaft
Investor Relations
60262 Frankfurt am Main, Germany
e-mail:
HV.2020@db.com
Telefax: +49 69 910 38591
Counterproposals or election proposals that are addressed differently need not be made accessible. Counterproposals should stipulate a reason; this does not apply to election proposals (however, they should contain, if they are to be made publicly available, the information specified in § 124 (3) sentence 4 and § 125 (1) sentence 5 Stock Corporation Act).
Counterproposals within the meaning of § 126 Stock Corporation Act and election proposals within the meaning of § 127 Stock Corporation Act will be published along with any comments by management on the website www.db.com/general-meeting,
together
with
the
name
of
the
shareholder
and,
in
4
the case of counterproposals, the reasons, provided these are received by the company
at
least
14
days
before
the
General
Meeting,
whereby
the
day
of
receipt and
the
day
of
the
General
Meeting
are
not
to
be
counted.
Based
on
this,
the
last possible date for the receipt of proposals is Wednesday, May 5, 2020, midnight \(CEST\).
There
is
no
obligation
to
publish
counterproposals
and
election
proposals
–
even when the aforementioned deadlines have been met – for the cases laid down in § 126 \(2\) Stock Corporation Act, and additionally for election proposals in
case
of
§
127
sentence
3
Stock
Corporation
Act.
The
Management
Board
must publish
shareholders’
proposals
for
the
election
of
Supervisory
Board
members
–
if the
conditions
specified
above
are
fulfilled
–
along
with
the
following
information:
notice of the requirements of § 96 (2) Stock Corporation
Act,information
on whether the joint fulfilment of the quotas was contested in accordance with § 96 \(2\) sentence 3 Stock Corporation Act, andinformation on how many positions on the Supervisory Board must be filled by women and men respectively in order to fulfil the minimum quota requirements pursuant to § 96 (2) sentence 1 Stock Corporation Act.
Below
is
the
wording
of
the
regulations
of
the
Stock
Corporation
Act
upon
which these aforementioned rights are based and which also set out the requirements under which it is possible to refrain from publishing counterproposals and election proposals:
§ 126 Proposals by shareholders
(1) Proposals by shareholders together with the shareholder’s name, the grounds and any position taken by the management shall be made available to the persons entitled pursuant to § 125 (1) to (3) under the conditions stated therein if at least 14 days before the meeting the shareholder sends to the address indicated in the notice convening the meeting a counterproposal regarding a proposal of the management board and supervisory board as to an item on the agenda. The date of receipt shall not be taken into account. In the case of listed companies, publishing shall be via the company’s website. § 125 (3) shall apply correspondingly.
(2) A
counterproposal and
the
grounds
for
this
need
not
be
published
if
the management board would by reason of such communication become criminally
liable;the counterproposal would result in a resolution of the general meeting which
would be illegal or would violate the articles of association;the
grounds contain statements which are manifestly false or misleading in material respects or which are libellous;a counterproposal of such shareholder based on the same facts has already
been published with respect to a general meeting of the company pursuant to § 125;the same counterproposal of such shareholder on essentially identical grounds has already been published pursuant to § 125 to at least two general meetings of the company within the past five years and at such general
meetings less than one-twentieth of the share of capital
5
represented has voted in favour of such counterproposal;
6.the shareholder indicates that he will neither attend nor be represented at the general meeting; or
within the past two years at two general meetings the shareholder has failed to make or cause to be made on his behalf a counterproposal communicated by
him.
The statement of the grounds need not be published if its total length is more than 5,000 characters.
(3) If
several
shareholders
make
counterproposals
for
resolution
in
respect
to the same subject matter, the management board may combine such counterproposals and the respective statements of the
grounds.
§ 127 Election proposals by shareholders
§
126
shall
apply
analogously
to
a
proposal
by
a
shareholder
for
the
election
of a
member
of
the
supervisory
board
or
external
auditors.
The
election
proposal need not be supported by the grounds for this. The management board also neednot
publish
such
election
proposal
if
it
fails
to
contain
the
details
required by § 124 \(3\) sentence 4 and § 125 \(1\) sentence 5. For the election of Supervisory
Board members
of
listed
corporations
that
are
subject
to
the
Co- Determination Act, the Coal and Steel Co-Determination Act or the Supplemental Co-Determination Act, the Management Board shall provide the following
information:
notice of the requirements of § 96
\(2\),information on whether the joint fulfilment of the quotas was contested in accordance with § 96 (2) sentence 3 Stock Corporation Act,
andinformation on how many positions on the Supervisory Board must be filled by women and men respectively in order to fulfil the minimum quota requirements pursuant to § 96 (2) sentence 1 Stock Corporation
Act.
§ 124 \(3\) sentence 4 \(Publication of requests for supplements; proposals for resolutions\)
The
proposal
for
the
election
of
members
of
the
supervisory
board
or
auditors shall state their name, profession and place of
residence.
§ 125 \(1\) sentences 1 and 5, \(2\) sentence 1, \(3\) \(Communications to shareholders and supervisory board members\) in the version applicable pursuant to § 26j \(4\) of the Introductory Act to the German Stock Corporation Act until September 3, 2020
(1) 1 The management board shall, at least 21 days before the meeting, announce the convening of the meeting to those credit institutions and shareholders’ associations which had exercised voting rights on behalf of shareholders
in the preceding general meeting or which have requested such communication. …
5
In the case of listed companies, any proposal for
the
6
election of supervisory board members must be accompanied by details on their membership in other supervisory boards whose establishment is required by law; details on membership in comparable domestic and foreign controlling bodies of economic enterprises should also be provided.
(2) 1 The management board shall provide the same information to shareholders who make such request or are registered as shareholders in the company’s share register at the beginning of the 14th day before the meeting.
…
(3) Each
member
of
the
supervisory
board
may
request
that
the
management board send the same communications to
him.
\(c\) Shareholders’ right to submit questions by electronic means in accordance with § 1 \(2\) of the COVID-19
Act
Based
on
§
1\(2\)
No.
3,
sentence
2
second
half-sentence
of
the
COVID-19
Act,
the Management Board decided with approval of the Supervisory Board that shareholders
must
submit
their
questions
to
the
company
by
electronic
means
at the latest two days before the General Meeting. The Management Board will decide
in
its
own
dutiful
discretion
which
questions
to
answer
and
how
to
answer them
Only shareholders duly registered for the General Meeting can submit their questions. Questions must be submitted at the latest by Sunday, 17 May, 24:00 (CEST) at the following e-mail address:
HV.2020@db.com
Questions can only be taken into account if the question or questions are submitted accompanied by evidence of the share ownership, i.e. the name, date of birth and address of the shareholder or the shareholder number.
The wording of the regulations which these shareholders’ rights are based on is given below:
§ 1 \(2\) sentence 1 No. 3, sentence 2 of the COVID-19 Act
(2)
The
Management
Board
can
decide
that
the
Meeting
shall
be
held
without physical presence of the shareholders or their representatives as virtual General Meeting, provided
that
[…]
- the shareholders are provided the opportunity to submit questions by electronic means,
[…]
The Management Board decides in its own dutiful discretion which question to answer and how to answer them; it may also stipulate that questions must be submitted at the latest two days before the Meeting by electronic means.
7
