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
2021
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): ☐
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 Thursday, May 27, 2021. 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 8, 2021, 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 (SEC). Such factors are described in detail in our 2020 Annual Report on Form 20-F
filed with the SEC on pages 14 through 51 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 9, 2021
| <br> <br> By:<br> <br> /s/ Sebastian Kraemer-Bach<br> |
|---|
| <br> <br> Name:<br> <br> <br><br><br> <br> <br> Sebastian Kraemer-Bach<br> <br> |
| <br> Title:Managing Director<br> |
| <br> <br> By:<br> <br> /s/ Mathias Otto<br> |
| --- |
| <br> Name:Mathias Otto<br> |
| <br> Title:Managing Director and Senior Counsel<br> |
3
Deutsche Bank Annual General Meeting 2021 to be held virtually again
For the first time the entire General Meeting including the general debate and voting will be publicly broadcast live through the Internet
Speeches of Paul Achleitner and CEO Christian Sewing will be published on the bank's website on May 19,
2021New interactive dialogue facilities to be introduced for shareholders
Due to the ongoing pandemic, Deutsche Bank’s (XETRA: DBKGn.DB / NYSE: DB) Annual General Meeting (AGM) will once again take place as a virtual meeting. Aligned with the Supervisory Board, the Management Board invited all shareholders of the bank to join on May 27, 2021.
"Dialogue with our shareholders is of utmost importance to us”, says Supervisory Board Chairman Paul Achleitner. “After one year of hosting and attending digital events, we want to use our manifold experience to ensure an even more interactive and shareholder-friendly second virtual Annual General Meeting."
For
the
first
time
the
entire
General
Meeting
including
the
general
debate
and
voting will be publicly broadcast live through the Internet. Furthermore shareholders who have submitted their questions in time will have the opportunity to raise follow-up questions regarding the topics of their own original questions live during the General Meeting. “We will also give shareholders the opportunity to speak during the live video broadcast of the General Meeting in order to further increase interaction between shareholders and management of the bank", says Stefan Simon, Chief Administrative Officer and management board
member.
Release 1 | 3
The Agenda, which comprises thirteen items in total, was published in the German Bundesanzeiger and on Deutsche Bank's website (https://agm.db.com/) on April 8. Consistent with the announcement made as part of the strategic transformation in July
2019,
no
common
equity
dividend
will
be
proposed
for
the
2020
financial
year. Deutsche
Bank
intends
to
resume
capital
returns
from
2022
for
the
fiscal
year
2021 subject to successful strategy execution and regulatory
approvals.
Details on interactive dialogue facilities
The format provides ample opportunities for shareholders to exercise their rights.
To allow shareholders enough time to prepare questions, the speeches of Paul Achleitner and CEO Christian Sewing will be published on the bank's website on May 19,
2021.The Management and Supervisory Boards will answer questions from shareholders as usual. Questions can be submitted in advance via the Shareholders Portal by May 25, 2021 (24:00
CEST\).There will be a forum for shareholders’ statements on the topics of our General Meeting. Statements that are properly submitted to the company by May 21, 2021 (12:00 CEST) will be published on the bank’s
website.Shareholders who have submitted their questions in time may be given the limited opportunity to raise follow-up questions regarding the topics of their own original questions during the General Meeting. Deutsche Bank also intends to grant shareholders the possibility to speak during the live audio and video broadcast of the General Meeting. Both are subject to securing that the General Meeting can be concluded within a reasonable timeframe on the same day.
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.
Registered shareholders will have the opportunity until the end of the question-and-answer session at the virtual AGM to change their voting
intentions.
Further
details
of
how
shareholders
can
exercise
their
shareholder
rights
are
set
out in the notes for shareholders on the agenda of the
meeting.
Release 2 | 3
For further information please contact:
Deutsche Bank AG
Investor Relations
+49 800 910-8000
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 plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore
speak
only
as
of
the
date
they
are
made,
and
we
undertake
no
obligation
to
update
publicly any of them in light of new information or future
events.
By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which we derive a substantial portion of our revenues and in which we hold a substantial portion of our assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation
of
our
strategic
initiatives,
the
reliability
of
our
risk
management
policies,
procedures and methods, and other risks referenced in our filings with the U.S. Securities and Exchange Commission.
Such
factors
are
described
in
detail
in
our
SEC
Form
20-F
of
21
March
2021
under
the heading “Risk Factors”. Copies of this document are readily available upon request or can be downloaded from www.db.com/ir.
Release 3 | 3
Deutsche Bank
Exhibit 99.2
Agenda
Deutsche Bank Aktiengesellschaft Frankfurt am Main
ISIN DE 0005140008 -
WKN 514000 -
We take pleasure in inviting our shareholders to the
Ordinary General Meeting
convened for
Thursday, May 27, 2021, 09:00 Central European Summer Time \(CEST\) \(= 07:00 Coordinated Universal Time \(UTC\)\)
as a virtual general meeting without the physical presence of shareholders or their representatives.
Agenda
1. Presentation of the established Annual Financial Statements and Management Report for the 2020 financial year, the approved Consolidated Financial Statements and Management Report for the 2020 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 2020 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 2020 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
2020
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, Frank Kuhnke, Bernd Leukert, Stuart Lewis, James von Moltke, Alexander von
zur
Mühlen
\(member
of
the
Management
Board
since
August
1,
2020\),
Christiana Riley,
Professor
Dr.
Stefan
Simon
\(member
of
the
Management
Board
since
August
1,
1
2020) and Werner Steinmüller (member of the Management Board until and including July 31, 2020).
3. Ratification of the acts of management of the members of the Supervisory Board for the 2020 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 2020 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
2020
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,
Sigmar
Gabriel
\(member
of
the
Supervisory
Board
since
March
11,
2020\), Katherine Garrett-Cox \(member of the Supervisory Board until the end of the General Meeting
of
the
company
on
May
20,
2020\),
Timo
Heider,
Martina
Klee,
Henriette
Mark, Gabriele Platscher, Bernd Rose, Gerd Alexander Schütz, Stephan Szukalski, John Alexander
Thain,
Michele
Trogni,
Dr.
Dagmar
Valcárcel,
Dr.
Theodor
Weimer
\(member of
the
Supervisory
Board
since
the
end
of
the
General
Meeting
of
the
company
on
May 20, 2020\) and Professor Dr. Norbert
Winkeljohann.
4. Election of the auditor for the 2021 financial year, interim
accounts
The Supervisory Board, based on the recommendation of its Audit Committee, proposes the following resolution:
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, (EY) is appointed as the auditor of the Annual Financial Statements and as the auditor of the Consolidated Financial Statements for the 2021 financial year.
Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, (EY) is also appointed for the limited review of the condensed consolidated interim financial statements as of June 30, 2021 (§ 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 2022.
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 Statutory Audit Regulation (EU) 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, 2026, 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
3
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.
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.
c) 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.
d) The presently existing authorization given by the General Meeting on May 20, 2020, and valid until April 30, 2025, 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 (1) 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
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,
2026.
4
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. Authorization
to
acquire
own
shares
for
trading
purposes
pursuant
to
§
71
\(1\) No. 7 Stock Corporation
Act
The Management Board and Supervisory Board propose the following resolution:
The company is authorized to buy and sell, for the purpose of securities trading, its own shares on or before April 30, 2026, at prices which do not exceed or fall short by more than 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 respective three preceding stock exchange trading days. In this context, the shares acquired for this purpose may not, at the end of any day, exceed 5% of the share capital of the company. The presently existing authorization given by the General Meeting on May 18, 2017, and valid until April 30, 2022, to purchase own shares for trading purposes will be cancelled with effect from the time when the new authorization comes into force.
8. Resolution to be taken on the approval of the compensation system of the Management Board
members
Pursuant to § 120a (1) Stock Corporation Act in the version applicable since January 1,
2020,
for
companies
listed
on
the
stock
exchange,
a
resolution
is
to
be
taken
at
least every four years on the compensation system of the Management Board members. Although the new regulation already entered into force on January 1, 2020, the first resolution does not have to be taken, pursuant to the transition regulation in § 26j \(1\) Introductory Act to the Stock Corporation Act, until before the end of the first Ordinary General Meeting that takes place after December 31, 2020. Therefore, the Management Board compensation system is being presented to the General Meeting this year for a resolution to be
taken.
5
The
compensation
system
for
the
Management
Board
members
was
last
approved
by the General Meeting of Deutsche Bank Aktiengesellschaft on May 18, 2017. The Supervisory Board took the pending vote on the compensation system as an opportunity to comprehensively review and further develop its current design. In February 2021, the Supervisory Board resolved changes to the compensation structures.
As
a
result,
adjustments
were
made
that
structure
the
compensation
components
such that they lead to an even greater degree of consistency and transparency with regard to the compensation structures and the weighting of the components. Within the framework
of
promoting
good
corporate
governance
and
the
sustainable
development of the company, Environmental, Social and Governance \(ESG\) objectives, in particular, will be taken into account in the future to an even greater extent in the performance criteria. In addition, the Supervisory Board can award up to 100% of the variable compensation determined for individual Management Board members as share-based,
in
order
to
also
foster
their
shareholdings
to
fulfill
the
ambitious
Deutsche Bank Shareholding Guidelines. The alignment of Management Board and shareholders’ interests will thus be significantly
strengthened.
As
the
previous
design
and
application
of
the
system
have
proven
themselves
and
are already in accordance with the regulatory requirements, the basic structure of the Management Board compensation essentially remains unchanged, apart from the specified adjustments. Insofar as required, other components of the Management Board compensation system were aligned to amended regulatory conditions. In particular, the requirements of § 87a Stock Corporation Act, the Remuneration Ordinance
for
Institutions
and
the
recommendations
of
the
revised
German
Corporate Governance Code \(2020\) were taken into
account.
The new compensation system, which has been in use since January 1, 2021, is presented in the section “Reports and Notices” under the heading “Ad Item 8: Compensation
system
for
Management
Board
members”
and
is
extensively
described and explained with all the material details on the compensation structures. These include in particular the determination of maximum compensation, the contribution of compensation towards the fostering of the business strategy and the long-term development of the company, the financial and non-financial performance criteria for the
granting
of
variable
compensation
components
as
well
as
the
deferral
periods
and possibilities
for
clawing
back
components
of
variable
compensation.
The
description
is also accessible through the internet at
www.db.com/general-meeting.
The
Supervisory
Board
proposes
that
the
system
of
compensation
for
the
Management Board members be approved as described in the Invitation to the Ordinary General Meeting
on
May
27,
2021,
in
the
section
“Reports
and
Notices”
under
the
heading
“Ad Item 8: Compensation system for Management Board
members”.
6
9. Resolution to be taken on the compensation of the Supervisory Board members; amendment to the Articles of Association
Pursuant
to
§
113
\(3\)
Stock
Corporation
Act
in
the
version
applicable
since
January
1, 2020, for companies listed on the stock exchange, a resolution is to be taken at least every four years on the compensation of the Supervisory Board members. Although the new regulation already entered into force on January 1, 2020, the first resolution does
not
have
to
be
taken,
pursuant
to
the
transition
regulation
in
§
26j
\(1\)
Introductory Act to the Stock Corporation Act, until before the end of the first Ordinary General Meeting that takes place after December 31, 2020. Therefore, the Supervisory Board compensation and its underlying compensation system are being presented to the General Meeting this year for a resolution to be taken, whereby it is proposed that the compensation for the Technology, Data and Innovation Committee shall be aligned to the compensation for the Audit Committee, Risk Committee and Integrity Committee and the adjusted Supervisory Board compensation and its underlying compensation system are to be
approved.
The compensation of the Supervisory Board members is regulated in § 14 of the Articles of Association of Deutsche Bank Aktiengesellschaft. According to this, the members
of
the
Supervisory
Board
receive
a
fixed
annual
compensation
in
an
amount that depends in each individual case on the tasks being performed, such as the chair, deputy chair or ordinary membership of the Supervisory Board and ordinary membership or chair of Supervisory Board committees. Compensation is pro rata temporis upon a change in the Supervisory Board during the year. 75% of the annual total fixed compensation that a Supervisory Board member is entitled to is paid in the following
year.
The
other
25%
of
the
annual
total
fixed
compensation
is
converted
into virtual shares of the company based on the current average share price in each case; the current value of these shares is paid to the Supervisory Board member following his or her departure from the Supervisory Board. Variable compensation that is dependent on the achievement of certain targets or parameters would not be admissible for Supervisory Board members of the company pursuant to § 25d \(5\) sentence 4 German Banking Act and is accordingly not provided
for.
The review of Supervisory Board compensation within the framework of the Supervisory Board’s self-assessment, which is required to be performed at least annually pursuant to § 25d (11) sentence 1 Nos. 3 and 4 German Banking Act, found that the tasks of the Technology, Data and Innovation Committee, currently in light of the key role of technologies and innovations within the framework of executing the bank’s
strategy
and
prospectively
in
the
future
during
the
transformation
phase,
require efforts on the part of its members that match those of the Audit Committee, Risk Committee
and
Integrity
Committee,
so
that
the
compensation
for
the
membership
and the chairing of the Technology, Data and Innovation Committee should equal the compensation for the above-specified committees. According to the current provision in
§
14
\(2\)
of
the
Articles
of
Association,
which
regulates
the
additional
annual
fixed
7
compensation
for
the
members
and
chairs
of
the
committees,
the
members
of
the
Audit Committee, Risk Committee and Integrity Committee receive additional annual fixed compensation
of
€100,000
each.
The
chairs
of
these
committees
receive
an
additional annual fixed compensation of €200,000 each \(§ 14 \(2\) letter a.\) of the Articles of Association\). In contrast, based on the current provision in the Articles of Association, the members of the Technology, Data and Innovation Committee receive additional annual fixed compensation of €50,000 each and the chair of this committee receives an additional annual fixed compensation of €100,000 \(§ 14 \(2\) letter c.\) of the Articles of
Association,
which
regulates
the
compensation
for
all
the
other
committees
that
are not specified under letters a.\) and b.\)\). To align the compensation for the membership and the chairing of the Technology, Data and Innovation Committee with the compensation of the Audit Committee, Risk Committee and Integrity Committee, §
14 \(2\)
letter a.\) of the Articles of Association is therefore to be amended so that the Technology,
Data
and
Innovation
Committee
is
also
specified
under
letter
a.\).
After
the amendment, the provision of § 14 \(2\) letter a.\) of the Articles of Association would stipulate that the members of the Audit Committee, Risk Committee, Integrity Committee and Technology, Data and Innovation Committee receive an additional annual fixed compensation of €100,000 each and the chairs of these committees receive an additional annual fixed compensation of €200,000 each. The new compensation regulation shall become effective from the entry of the amendment to the Articles of Association in the Commercial Register, which is to be regulated in the re-wording of § 14 \(7\) of the Articles of Association.
The current transitional regulation set out in § 14 \(7\) of Articles of Association relates to a preceding amendment to Supervisory Board compensation and has thus become unnecessary and can therefore be
deleted.
The wording of § 14 of the Articles of Association (in the current version), the details on compensation as well as other components, such as the reimbursement of expenses and coverage through a financial liability insurance policy, are contained in the
section
“Reports
and
Notices”
under
the
heading
“Ad
Item
9:
Compensation
of
the members of the Supervisory Board”. This section also contains a more detailed description of the compensation system based on the regulation in the Articles of Association
in
corresponding
application
of
§
87a
\(1\)
sentence
2
Stock
Corporation
Act in the version that came into force on January 1,
2020.
The Management Board and Supervisory Board thus propose the following resolution:
a) § 14 (2) of the Articles of Association is re-worded under “a)” to read as
follows:
[Members and chairs of the committees of the Supervisory Board are paid additional fixed annual compensation as follows:]
“a.) For Audit Committee, Risk Committee, Integrity
Committee and Technology, Data and Innovation Committee work:
8
Chair: €200,000, members: €100,000”; but otherwise remains unchanged.
§ 14 (7) is reworded to read as follows:
“The
new
compensation
provision
for
the
Technology,
Data
and
Innovation
Committee pursuant to the re-worded paragraph 2 a.\) is applicable from the entry of the amendment
to
the
Articles
of
Association
in
the
Commercial
Register
of
Deutsche
Bank Aktiengesellschaft.”
b) The compensation of the Supervisory Board members pursuant to § 14 of the Articles
of
Association
of
Deutsche
Bank
Aktiengesellschaft
is
approved,
along
with
its underlying compensation system, which is described in more detail in the invitation to the Ordinary General Meeting on May 27, 2021, in the section “Reports and Notices” under the heading “Ad Item 9: Compensation of the members of the Supervisory Board”
–
with
effect
from
the
entry
into
force
of
the
proposed
amendment
to
the
Articles of Association under a\) in the correspondingly amended
version.”
10. Cancellation of existing authorized capital pursuant to § 4 \(4\) of the Articles of Association, creation of new authorized capital for capital increases in cash \(with the possibility of excluding shareholders’ pre-emptive rights, also in accordance with § 186 \(3\) sentence 4 Stock Corporation Act\) and corresponding amendments to the Articles of
Association
Pursuant
to
§
4
\(4\)
of
the
Articles
of
Association,
the
Management
Board
is
authorized to increase the share capital, with the consent of the Supervisory Board, on or before April 30, 2022, by up to a total of €512,000,000 through the issue of new no par value registered
shares
against
cash
payment,
with
the
possibility
of
excluding
shareholders’ pre-emptive rights. To date, this authorization created by resolution of the General Meeting on May 18, 2017, under Agenda Item 12 has not been
utilized.
To be able to cover short-term capital needs in the future, as well, a new authorized capital is to be created that essentially has the same structure as the previous authorized capital pursuant to § 4 (4) of the Articles of Association but with a longer period.
At
the
same
time,
the
currently
unutilized
authorized
capital
pursuant
to
§
4
\(4\) of the Articles of Association is to be
cancelled.
The Management Board and Supervisory Board propose the following resolution:
a) The authorized capital created by resolution of the General Meeting on May 18, 2017,
under
Agenda
Item
12
pursuant
to
§
4
\(4\)
of
the
Articles
of
Association
shall be cancelled with effect from the entry of the following resolution of Authorized Capital 2021/I in the Commercial Register of Deutsche Bank
Aktiengesellschaft.
b) The Management Board is authorized to increase the share capital on or before April 30, 2026, once or more than once, by up to a total of €512,000,000
through
9
the issue of new shares against cash payments (Authorized Capital 2021/I). Shareholders are to be granted pre-emptive rights. However, the Management Board is authorized to except broken amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights insofar as is necessary to grant to the holders of option rights, convertible bonds and convertible participatory rights issued by the company and its affiliated companies pre-emptive rights to new shares
to
the
extent
that
they
would
be
entitled
to
such
rights
after
exercising
their option or conversion rights. The Management Board is also authorized to exclude the pre-emptive rights in full if the issue price of the new shares is not
significantly lower than the quoted price of the shares already listed at the time of the final determination
of
the
issue
price
and
the
shares
issued
in
accordance
with
§
186 \(3\)
sentence 4 Stock Corporation Act do not exceed in total 10% of the share capital at the time the authorization becomes effective or – if the value is lower – at the time the authorization is utilized. Shares that are issued or sold during the validity of this authorization with the exclusion of pre-emptive rights, in direct or analogous application of § 186 \(3\) sentence 4 Stock Corporation Act, are to be included in the maximum limit of 10% of the share capital. Also to be included are shares that are to be issued to service option and/or conversion rights from convertible bonds, bonds with warrants, convertible participatory rights or participatory rights, if these bonds or participatory rights are issued during the validity of this authorization with the exclusion of pre-emptive rights in corresponding application of § 186 \(3\) sentence 4 Stock Corporation Act. The Management Board may make use of the authorizations above to exclude pre- emptive rights only to the extent that the proportional amount of the newly issued shares with the exclusion of pre-emptive rights does not exceed 10% of the share capital. Decisive for calculating the 10% limit is the amount of share capital at the time this authorization becomes effective. Should the amount of share capital be lower at the time this authorization is exercised, this amount is decisive. If, during the period of this authorization until its utilization, use is made of other authorizations to issue company shares or to issue rights that enable or obligate the subscription of the company’s shares and pre-emptive rights are excluded in the process, this is to be counted towards the 10% limit specified above. Management Board resolutions to utilize authorized capital and to exclude pre- emptive
rights
require
the
Supervisory
Board’s
approval.
The
new
shares
may
also be taken up by banks specified by the Management Board with the obligation to offer them to shareholders \(indirect pre-emptive
right\).
c) The previous § 4 (4) of the Articles of Association, which contains the cancelled authorized capital specified in letter a) above, is deleted and § 4 of the Articles of Association will contain the following new paragraph
4:
“(4) The Management Board is authorized to increase the share capital on or before April 30, 2026, once or more than once, by up to a total of €512,000,000
10
through the issue of new shares against cash payments (Authorized Capital 2021/I). Shareholders are to be granted pre-emptive rights. However, the Management Board is authorized to except broken amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights insofar as is necessary to grant
to
the
holders
of
option
rights,
convertible
bonds
and
convertible
participatory rights issued by the company and its affiliated companies pre-emptive rights to new shares to the extent that they would be entitled to such rights after
exercising their option or conversion rights. The Management Board is also authorized to exclude the pre-emptive rights in full if the issue price of the new shares is not significantly lower than the quoted price of the shares already listed at the time of the final determination of the issue price and the total shares issued since the authorization in accordance with § 186 \(3\) sentence 4 Stock Corporation Act do not
exceed
10%
of
the
share
capital
at
the
time
the
authorization
becomes
effective or – if the value is lower – at the time the authorization is utilized. Shares that are issued or sold during the validity of this authorization with the exclusion of pre- emptive rights, in direct or analogous application of § 186 \(3\) sentence 4 Stock Corporation Act, are to be included in the maximum limit of 10% of the share capital.
Also
to
be
included
are
shares
that
are
to
be
issued
to
service
option
and/or conversion rights from convertible bonds, bonds with warrants, convertible participatory rights or participatory rights, if these bonds or participatory rights are issued during the validity of this authorization with the exclusion of pre-emptive rights in corresponding application of § 186 \(3\) sentence 4 Stock Corporation Act. The
Management
Board
may
make
use
of
the
authorizations
above
to
exclude
pre- emptive rights only to the extent that the proportional amount of the newly issued shares with the exclusion of pre-emptive rights does not exceed 10% of the share capital. Decisive for calculating the 10% limit is the amount of share capital at the time this authorization becomes effective. Should the amount of share capital be lower at the time this authorization is exercised, this amount is decisive. If, during the period of this authorization until its utilization, use is made of other authorizations to issue company shares or to issue rights that enable or obligate the subscription of the company’s shares and pre-emptive rights are excluded in the process, this is to be counted towards the 10% limit specified above. Management Board resolutions to utilize authorized capital and to exclude pre- emptive
rights
require
the
Supervisory
Board’s
approval.
The
new
shares
may
also be taken up by banks specified by the Management Board with the obligation to offer them to shareholders \(indirect pre-emptive
right\).”
11
11. Cancellation of authorized capital pursuant to § 4 \(5\) of the Articles of Association, creation of new authorized capital for capital increases in cash \(with the possibility of excluding pre-emptive rights for broken amounts as well as in favor of holders of option and convertible rights\) and corresponding amendments to the Articles of
Association
Pursuant
to
§
4
\(5\)
of
the
Articles
of
Association,
the
Management
Board
is
authorized to increase the share capital with the consent of the Supervisory Board on or before April
30,
2022,
once
or
more
than
once,
by
up
to
a
total
of
€2,048,000,000
through
the issue of new shares against cash payments. To date, this authorization resolved by the General Meeting on May 18, 2017, under Agenda Item 13 has not been
utilized.
Besides the proposal above in Agenda Item 10 for the renewal of the unutilized authorized capital pursuant to § 4 (4) of the Articles of Association, the authorized capital pursuant to § 4 (5) of the Articles of Association is essentially to remain unchanged
but
is
to
be
continued
with
a
longer
period
in
order
to
provide
Management with a sufficiently broad spectrum of capital measures to cover short-term capital needs.
At
the
same
time,
the
currently
unutilized
authorized
capital
pursuant
to
§
4
\(5\) of the Articles of Association is to be
cancelled.
The Management Board and Supervisory Board propose the following resolution:
a) The authorized capital created by resolution of the General Meeting on May 18, 2017,
under
Agenda
Item
13
pursuant
to
§
4
\(5\)
of
the
Articles
of
Association
shall be cancelled with effect from the entry of the following resolution of Authorized Capital 2021/II in the Commercial Register of Deutsche Bank
Aktiengesellschaft.
b) The Management Board is authorized to increase the share capital on or before April
30,
2026,
once
or
more
than
once,
by
up
to
a
total
of
€2,048,000,000
through the issue of new shares against cash payments \(Authorized Capital 2021/II.\). Shareholders are to be granted pre-emptive rights. However, the Management Board is authorized to except broken amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights insofar as is necessary to grant to the holders of option rights, convertible bonds and convertible participatory rights issued by the company and its affiliated companies pre-emptive rights to new shares
to
the
extent
that
they
would
be
entitled
to
such
rights
after
exercising
their option or conversion rights. The Management Board may make use of the authorizations above to exclude pre-emptive rights only to the extent that the proportional amount of the newly issued shares with the exclusion of pre-emptive rights does not exceed 10% of the share capital. Decisive for calculating the 10% limit
is
the
amount
of
share
capital
at
the
time
this
authorization
becomes
effective. Should the amount of share capital be lower at the time this authorization is exercised,
this
amount
is
decisive.
If,
during
the
period
of
this
authorization
until
its utilization,
use
is
made
of
other
authorizations
to
issue
company
shares
or
to
issue rights
that
enable
or
obligate
the
subscription
of
the
company’s
shares
and
pre-
12
emptive rights are excluded in the process, this is to be counted towards the 10% limit specified above. Management Board resolutions to utilize authorized capital and to exclude pre-emptive rights require the Supervisory Board’s approval. The new shares may also be taken up by banks specified by the Management Board with the obligation to offer them to shareholders (indirect pre-emptive right).
c) The previous § 4 (5) of the Articles of Association, which contains the cancelled authorized capital specified in letter a) above, is deleted and § 4 of the Articles of Association will contain the following new paragraph
5:
“(5) The Management Board is authorized to increase the share capital on or before April 30, 2026, once or more than once, by up to a total of €2,048,000,000 through the issue of new shares against cash payments (Authorized Capital 2021/II). Shareholders are to be granted pre-emptive rights. However, the Management Board is authorized to except broken amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights insofar as is necessary to grant
to
the
holders
of
option
rights,
convertible
bonds
and
convertible
participatory rights issued by the company and its affiliated companies pre-emptive rights to new shares to the extent that they would be entitled to such rights after
exercising their option or conversion rights. The Management Board may make use of the authorizations above to exclude pre-emptive rights only to the extent that the proportional amount of the newly issued shares with the exclusion of pre-emptive rights does not exceed 10% of the share capital. Decisive for calculating the 10% limit
is
the
amount
of
share
capital
at
the
time
this
authorization
becomes
effective. Should the amount of share capital be lower at the time this authorization is exercised,
this
amount
is
decisive.
If,
during
the
period
of
this
authorization
until
its utilization,
use
is
made
of
other
authorizations
to
issue
company
shares
or
to
issue rights that enable or obligate the subscription of the company’s shares and pre- emptive rights are excluded in the process, this is to be counted towards the 10% limit specified above. Management Board resolutions to utilize authorized capital and to exclude pre-emptive rights require the Supervisory Board’s approval. The new shares may also be taken up by banks specified by the Management Board with the obligation to offer them to shareholders \(indirect pre-emptive
right\).”
12. Resolution to approve the conclusion of a control and profit and loss transfer agreement between Deutsche Bank Aktiengesellschaft and its subsidiary VÖB-ZVD Processing
GmbH
Deutsche Bank Aktiengesellschaft and its subsidiary VÖB-ZVD Processing GmbH, Frankfurt am Main (hereinafter also referred to as the “Subsidiary”), concluded a Control and Profit and Loss Transfer Agreement on March 1, 2021 (“Inter-Company Agreement”). The objective of the Inter-Company Agreement is to include the Subsidiary in the tax group of Deutsche Bank Aktiengesellschaft for corporation tax purposes. 75% of the shares in the Subsidiary are held by Deutsche Bank
13
Aktiengesellschaft, and 25% by the Bundesverband Öffentlicher Banken Deutschlands, VÖB, e.V., Berlin (hereinafter also referred to as “VÖB”).
The Inter-Company Agreement requires the approval of the General Meeting of Deutsche Bank Aktiengesellschaft to become effective. On the basis of the Trust Agreement existing between the shareholders of January 13, 2016, VÖB holds its shares as a trustee (“Trust Participation”) in its own name but on behalf of and for the account
of
Deutsche
Bank
Aktiengesellschaft
as
trustor.
On
this
basis,
the
shares
held by VÖB in trust are attributable at 100% to Deutsche Bank Aktiengesellschaft as trustor.
The Inter-Company Agreement essentially contains the following points:
The
Inter-Company
Agreement
provides
that
the
Subsidiary
places
the
governance
of its
company
in
the
hands
of
Deutsche
Bank
Aktiengesellschaft.
Accordingly,
Deutsche Bank Aktiengesellschaft is entitled to issue instructions to the Subsidiary’s executive directors, who in turn are responsible for the executive management and representation of the Subsidiary. Deutsche Bank Aktiengesellschaft undertakes not to issue any instructions whose implementation would lead to a breach of duties that the Subsidiary or its management bodies are subject to under the Payment Services Supervision Act.
The
Subsidiary
undertakes
to
transfer
its
profit
to
Deutsche
Bank
Aktiengesellschaft
in accordance with § 301 Stock Corporation Act in its currently applicable version as amended
from
time
to
time.
The
Subsidiary
may,
however,
during
the
term
of
the
Inter- Company
Agreement
and
with
the
approval
of
Deutsche
Bank
Aktiengesellschaft,
form other new retained earnings to the extent admissible under commercial law and financially
justified
according
to
reasonable
and
prudent
business
judgement.
In
return, Deutsche Bank Aktiengesellschaft undertakes to offset any net losses incurred by the Subsidiary in accordance with the provisions of § 302 Stock Corporation Act in its currently applicable version as amended from time to
time.
The
Inter-Company
Agreement
is
concluded
on
a
fixed
basis
until
December
31,
2025, and
shall
be
extended
one
year
at
a
time
after
that,
unless
terminated
in
writing
by
one of
the
parties
to
the
agreement
with
a
six
months’
period
of
notice
before
the
agreement expires. In addition, the parties to the agreement have the possibility to terminate the Inter-Company Agreement for important cause. Deutsche Bank Aktiengesellschaft may
only
issue
instructions
once
the
Inter-Company
Agreement
becomes
effective,
i.e. after the approval of the shareholder meeting of the Subsidiary and of the General Meeting of Deutsche Bank Aktiengesellschaft as well as after entry of the Inter- Company Agreement in the Commercial Register at the domicile of the Subsidiary. The
obligation
to
transfer
a
profit
or
to
absorb
a
net
loss
applies
for
the
first
time
to
the 2021 financial year of the
Subsidiary.
14
As VÖB only holds the participation in trust for Deutsche Bank Aktiengesellschaft, the Inter-Company
Agreement
does
not
establish
any
severance
or
compensation
claims. VÖB will approve the conclusion of the Inter-Company Agreement at the shareholder meeting of the Subsidiary.
With
the
convocation
of
the
General
Meeting,
the
following
documents
will
be
available on the website of Deutsche Bank Aktiengesellschaft under www.db.com/general- meeting. These documents will also be available for inspection by shareholders from this date on at the premises of Deutsche Bank Aktiengesellschaft, Taunusanlage 12, 60325 Frankfurt am Main:
The Control and Profit and Loss Transfer Agreement between Deutsche Bank Aktiengesellschaft and VÖB-ZVD Processing
GmbH;the Annual Financial Statements and Management Reports of Deutsche Bank Aktiengesellschaft for the 2020, 2019 and 2018 financial
years;the Annual Financial Statements and Management Reports of VÖB-ZVD Processing GmbH for the 2019, 2018 and 2017 financial
years;the Joint Report of the Management Board of Deutsche Bank AG and the Executive Directors of VÖB-ZVD Processing GmbH on the Control and Profit and Loss Transfer
Agreement.
Upon request, each shareholder will receive a free copy of these documents without delay. The documents specified above will also be accessible during the General Meeting on the company’s Internet website (www.db.com/general-meeting).
The Management Board and Supervisory Board of Deutsche Bank Aktiengesellschaft propose the following resolution:
The Control and Profit and Loss Transfer Agreement between Deutsche Bank Aktiengesellschaft and VÖB-ZVD Processing GmbH of March 1, 2021, is approved.
13. Election to the Supervisory
Board
Mr. Gerd Alexander Schütz declared his resignation from his Supervisory Board mandate with effect from the conclusion of this Ordinary General Meeting. A shareholder representative is therefore to be newly elected by the General Meeting.
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
15
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
six
of
its
members
are
women,
i.e.
30%.
Following
the
election
of
the proposed
candidate,
the
Supervisory
Board
will
continue
to
have
six
members
who
are women, so that women will continue to comprise 30% of its membership. Since 2013, the shareholder representatives’ side has been comprised to at least 30% of women, which would also be the case following the election of the proposed candidate. The minimum requirement is therefore fulfilled and would also be fulfilled following the election of the proposed
candidate.
Pursuant to § 4 (2) of the Terms of Reference for the Supervisory Board, shareholder representatives are proposed to the General Meeting for election only for a term of office until the conclusion of the General Meeting which adopts the resolutions concerning the ratification of the acts of management for the third financial year following the beginning of the term of office, whereby the financial year in which the term of office begins is not taken into account.
The Supervisory Board proposes, based on the recommendations of the shareholder representatives of its Nomination Committee, that the following person be elected as a shareholder representative to the Supervisory Board pursuant to § 9 (1) sentences 2
and
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:
Mr. Frank Witter, resident in Braunschweig, Germany, Supervisory Board Member
\(member
of
the
Management
Board
of
Volkswagen
AG,
Wolfsburg,
until 31 March
2021\).
Mr.
Witter
is
a
member
of
the
following
supervisory
boards
to
be
formed
by
law:
Traton SE, Munich, and a member of the following comparable domestic and foreign supervisory bodies: VfL Wolfsburg-Fußball GmbH \(Chairman of the Supervisory Board\) and Northvolt AB, Stockholm, Sweden \(Member of the Board of Directors until the end of 31 May
2021\).
Mr. Witter is a member of the Supervisory Board of Traton SE. There are permanent business relationships between Traton SE and companies of Deutsche Bank Group. However, all of these are carried out on market terms and without involvement of Mr. Witter as member of the Supervisory Board of Traton SE. There are no personal relationships between Mr. Witter and Deutsche Bank Aktiengesellschaft, its Group companies, members of their corporate bodies or a major shareholder.
The election proposal reflects the objectives resolved by the Supervisory Board for its composition and is intended to fulfill as comprehensively as possible the profile of
16
requirements
adopted
by
the
Supervisory
Board.
The
candidate
is
far
from
the
regular maximum age limit defined by the Supervisory
Board.
The Supervisory Board expects – also based on discussions with the candidate –
that the
candidate
can
devote
the
expected
amount
of
time
to
his
Supervisory
Board
work.
The candidate’s resume is presented in the “Reports and Notices” section that follows in this Agenda.
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 shareholders. 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, shareholdings 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
17
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.
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. 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.
18
The authorization ensures that, pursuant to it, shares may only be sold with the exclusion of shareholders’ 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 8
Compensation system for Management Board members
- Compensation system for the Management Board as of 2021
The system for the compensation of the Management Board members of Deutsche Bank Aktiengesellschaft (hereinafter also referred to as “Deutsche Bank” or the “Bank”),
which
has
applied
since
the
General
Meeting
2017
and
was
recently
adjusted in
January
2021,
is
to
be
submitted
to
the
General
Meeting
for
approval
in
accordance with § 120a \(1\) Stock Corporation Act \(AktG\). The compensation system takes into account
the
regulatory
requirements
of
the
Stock
Corporation
Act
\(AktG\)
as
well
as
the Remuneration Ordinance for Institutions \(InstitutsVergV\) of December 16, 2013 \(Bundesgesetzblatt \(BGBl.\) I, p. 4270\), last amended by Article 1 of the Ordinance of April 15, 2019 \(Bundesgesetzblatt \(BGBl.\) I, p. 486\) on the Amendment to the InstitutsVergV of July 25, 2017 \(Bundesgesetzblatt \(BGBl.\) I, p. 3042\), as well as the principles
and
recommendations
of
the
German
Corporate
Governance
Code
\(GCGC\) in the version of December 16, 2019. As announced by the Chairman of the Supervisory Board in the Annual Report 2020, the compensation system was comprehensively reviewed and further developed during the past financial year. The Compensation
Control
Committee
developed
a
recommendation
for
the
adjustment
of the compensation system, which was submitted to the Supervisory Board and approved by it on February 3, 2021. The adjusted compensation system applies to all incumbent Management Board members with effect from January 1, 2021, as well as in the case of new appointments or reappointments to the Management
Board.
The
Supervisory
Board
proposes
that
the
system
of
compensation
for
the
Management Board members described in the invitation to this General Meeting be
approved.
19
1.1 Compensation
principles
The compensation system and thus the assessment of individual compensation are based on the compensation principles outlined below. The Supervisory Board takes them
into
consideration
when
adopting
its
resolutions
on
the
compensation
system
and assessing individual
compensation.
| <br> <br> Corporate strategy<br> <br> | <br> <br> Deutsche<br> <br> <br><br> <br> <br> Bank<br> <br> <br><br> <br> <br> aims<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> make<br> <br> <br><br> <br> <br> a<br> <br> <br><br> <br> <br> positive<br> <br> <br><br> <br> <br> contribution<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> its<br> <br> <br><br> <br> <br> clients,<br> <br> <br><br> <br> <br> employees,<br> <br> <br><br> <br> <br> investors<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> society in general by fostering economic growth and social progress. Deutsche Bank would like to offer clients<br> <br> <br><br> <br> <br> solutions<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> provide<br> <br> <br><br> <br> <br> an<br> <br> <br><br> <br> <br> active<br> <br> <br><br> <br> <br> contribution<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> foster<br> <br> <br><br> <br> <br> their<br> <br> <br><br> <br> <br> creation<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> value.<br> <br> <br><br> <br> <br> This<br> <br> <br><br> <br> <br> approach is<br> <br> <br><br> <br> <br> also<br> <br> <br><br> <br> <br> intended<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> ensure<br> <br> <br><br> <br> <br> that<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> Bank<br> <br> <br><br> <br> <br> is<br> <br> <br><br> <br> <br> competitive<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> profitable<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> can<br> <br> <br><br> <br> <br> operate<br> <br> <br><br> <br> <br> on<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> basis of a strong capital and liquidity position. Deutsche Bank is committed to a corporate culture that appropriately aligns risks and<br> <br> <br><br> <br> <br> revenues.<br> <br><br><br> <br><br><br><br> <br><br> <br> Through the structure of the compensation system, the members of the Management Board are to be motivated to achieve the targets and objectives linked to the Bank’s strategy, to work continually towards the long-term positive development of the company and thereby to avoid disproportionately high risks.<br> <br><br><br> <br><br><br><br> <br><br> <br> The compensation system for the Management Board members makes an important contribution to<br> <br> <br><br> <br> <br> promoting<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> implementing<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> corporate<br> <br> <br><br> <br> <br> strategy,<br> <br> <br><br> <br> <br> in<br> <br> <br><br> <br> <br> particular<br> <br> <br><br> <br> <br> in<br> <br> <br><br> <br> <br> that<br> <br> <br><br> <br> <br> pay<br> <br> <br><br> <br> <br> is<br> <br> <br><br> <br> <br> linked<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> relevant and<br> <br> <br><br> <br> <br> demanding<br> <br> <br><br> <br> <br> performance<br> <br> <br><br> <br> <br> criteria<br> <br> <br><br> <br> <br> for<br> <br> <br><br> <br> <br> short-term<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> long-term<br> <br> <br><br> <br> <br> variable<br> <br> <br><br> <br> <br> compensation.<br> <br> <br><br> <br> <br> Success and performance-based compensation therefore comprises the predominant portion of total compensation.<br> <br><br><br> <br><br><br><br> <br><br> <br> The Supervisory Board thus ensures there is always a strong link between compensation and performance (“pay for performance”).<br> <br> |
|---|---|
| <br> <br> Shareholder’s interests<br> <br> | <br> <br> When designing the specific structure of the compensation system, determining individual compensation amounts and structuring the means of compensation allocation and delivery, the focus is on a close alignment of the interests of the Management Board members and shareholders.<br> <br><br><br> <br><br><br><br> <br><br> <br> This link is established within the framework of the assessment of the Long-Term Award, as Deutsche Bank’s shareholder return is assessed in comparison to those of a selected group of peers.<br> <br><br><br> <br><br><br><br> <br><br> <br> Furthermore, all Management Board members have an obligation to hold a significant amount of Deutsche Bank shares (Shareholding Guidelines).<br> <br><br><br> <br><br><br><br> <br><br> <br> In addition, the Long-Term Award (60% of the reference variable compensation) is granted exclusively<br> <br> <br><br> <br> <br> in<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> form<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> share-based<br> <br> <br><br> <br> <br> compensation<br> <br> <br><br> <br> <br> components.<br> <br> <br><br> <br> <br> The<br> <br> <br><br> <br> <br> Supervisory<br> <br> <br><br> <br> <br> Board<br> <br> <br><br> <br> <br> has<br> <br> <br><br> <br> <br> the possibility<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> grant<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> Short-Term<br> <br> <br><br> <br> <br> Awards<br> <br> <br><br> <br> <br> (40%<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> reference<br> <br> <br><br> <br> <br> variable<br> <br> <br><br> <br> <br> compensation)<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> individual Management Board members entirely as share-based equity awards until they fulfill their shareholding obligation<br> <br> <br><br> <br> <br> requirements.<br> <br> |
| <br> <br> Individual and collective objectives<br> <br> | <br> <br> The compensation structures foster not only the sustainable and long-term development of each of the business divisions, infrastructure areas or regions the Management Board members are responsible for, but also the performance of the Management Board as a collective management body.<br> <br><br><br> <br><br><br><br> <br><br> <br> Variable, performance-based compensation is determined on the basis of pre-defined objectives, while ensuring an appropriate balance between financial and non-financial targets. Exceptional performances are appropriately rewarded, and missed targets lead to a tangible reduction of variable compensation, including up to a full forfeiture.<br> <br><br><br> <br><br><br><br> <br><br> <br> Individual and divisional performance is assessed on the basis of one-year objectives (Short- Term-Award).<br> <br> |
20
The collective performance of the entire Management Board is evaluated over a three-year assessment period by the Supervisory Board on the basis of long-term objectives that are the same for all Management Board members (Long-Term Award).
| <br> <br> Long term<br> <br> | <br> <br> Variable compensation is only granted on a deferred basis.<br> <br><br><br> <br><br><br><br> <br><br> <br> The<br> <br> <br><br> <br> <br> Long-Term<br> <br> <br><br> <br> <br> Award,<br> <br> <br><br> <br> <br> which<br> <br> <br><br> <br> <br> accounts<br> <br> <br><br> <br> <br> for<br> <br> <br><br> <br> <br> a<br> <br> <br><br> <br> <br> uniform<br> <br> <br><br> <br> <br> 60%<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> reference<br> <br> <br><br> <br> <br> variable<br> <br> <br><br> <br> <br> compensation and<br> <br> <br><br> <br> <br> has<br> <br> <br><br> <br> <br> a<br> <br> <br><br> <br> <br> three-year<br> <br> <br><br> <br> <br> assessment<br> <br> <br><br> <br> <br> period,<br> <br> <br><br> <br> <br> is<br> <br> <br><br> <br> <br> granted<br> <br> <br><br> <br> <br> only<br> <br> <br><br> <br> <br> in<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> form<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> share-based<br> <br> <br><br> <br> <br> compensation components that vest with a deferral period of up to five years. After vesting, the individual tranches are still subject to an additional holding period of one year each. The Long-Term Award only becomes fully available for delivery over a period of three to six years following its assessment.<br> <br><br><br> <br><br><br><br> <br><br> <br> The<br> <br> <br><br> <br> <br> Short-Term<br> <br> <br><br> <br> <br> Award,<br> <br> <br><br> <br> <br> which<br> <br> <br><br> <br> <br> accounts<br> <br> <br><br> <br> <br> for<br> <br> <br><br> <br> <br> a<br> <br> <br><br> <br> <br> uniform<br> <br> <br><br> <br> <br> 40%<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> reference<br> <br> <br><br> <br> <br> variable<br> <br> <br><br> <br> <br> compensation, is<br> <br> <br><br> <br> <br> granted<br> <br> <br><br> <br> <br> primarily<br> <br> <br><br> <br> <br> in<br> <br> <br><br> <br> <br> cash<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> 25%<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> it<br> <br> <br><br> <br> <br> becomes<br> <br> <br><br> <br> <br> due<br> <br> <br><br> <br> <br> for<br> <br> <br><br> <br> <br> payment<br> <br> <br><br> <br> <br> every<br> <br> <br><br> <br> <br> two<br> <br> <br><br> <br> <br> years<br> <br> <br><br> <br> <br> (in<br> <br> <br><br> <br> <br> each<br> <br> <br><br> <br> <br> case proportionally<br> <br> <br><br> <br> <br> in<br> <br> <br><br> <br> <br> year<br> <br> <br><br> <br> <br> 1,<br> <br> <br><br> <br> <br> 3,<br> <br> <br><br> <br> <br> 5<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> 7<br> <br> <br><br> <br> <br> after<br> <br> <br><br> <br> <br> being<br> <br> <br><br> <br> <br> assessed).<br> <br> <br><br> <br> <br> Thus,<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> Short-Term<br> <br> <br><br> <br> <br> Award<br> <br> <br><br> <br> <br> is<br> <br> <br><br> <br> <br> not<br> <br> <br><br> <br> <br> fully paid out until seven years after being<br> <br> <br><br> <br> <br> assessed.<br> <br><br><br> <br><br> <br> During<br> <br> <br><br> <br> <br> deferral<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> holding<br> <br> <br><br> <br> <br> periods,<br> <br> <br><br> <br> <br> deferred<br> <br> <br><br> <br> <br> compensation<br> <br> <br><br> <br> <br> is<br> <br> <br><br> <br> <br> subject<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> certain<br> <br> <br><br> <br> <br> performance<br> <br> <br><br> <br> <br> and forfeiture conditions that can lead to – upon the occurrence of certain events – a partial or full forfeiture of the awarded variable<br> <br> <br><br> <br> <br> compensation.<br> <br><br><br> <br><br><br><br> <br><br> <br> The total variable compensation may be reclaimed even after disbursal in response to specific individual<br> <br> <br><br> <br> <br> negative<br> <br> <br><br> <br> <br> contributions<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> results<br> <br> <br><br> <br> <br> made<br> <br> <br><br> <br> <br> by<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> member<br> <br> <br><br> <br> <br> for<br> <br> <br><br> <br> <br> up<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> two years after the expiry of the last deferral period<br> <br> <br><br> <br> <br> (clawback).<br> <br> |
|---|---|
| <br> <br> Sustainability<br> <br> | <br> <br> Economic, social and ecological issues are closely connected. Deutsche Bank wants to be a role model for sustainability in the financial sector and thus contribute to fostering a more environmentally,<br> <br> <br><br> <br> <br> socially<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> financially<br> <br> <br><br> <br> <br> well-governed<br> <br> <br><br> <br> <br> economy.<br> <br> <br><br> <br> <br> By<br> <br> <br><br> <br> <br> acting<br> <br> <br><br> <br> <br> responsibly<br> <br> <br><br> <br> <br> also<br> <br> <br><br> <br> <br> in<br> <br> <br><br> <br> <br> the context of sustainability, the Bank is also making an important contribution to the company’s performance.<br> <br><br><br> <br><br> <br> The compensation system is therefore closely linked to Deutsche Bank’s Environmental, Social and Governance (ESG) sustainability strategy. The corresponding ESG Factor, which accounts for 20% of the reference variable compensation, comprises not only governance objectives but also environmental and social aspects.<br> <br><br><br> <br><br> <br> In<br> <br> <br><br> <br> <br> addition,<br> <br> <br><br> <br> <br> ESG<br> <br> <br><br> <br> <br> objectives<br> <br> <br><br> <br> <br> are<br> <br> <br><br> <br> <br> implemented<br> <br> <br><br> <br> <br> in<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> individual<br> <br> <br><br> <br> <br> Balanced<br> <br> <br><br> <br> <br> Scorecards,<br> <br> <br><br> <br> <br> which<br> <br> <br><br> <br> <br> account for 10% of the reference variable<br> <br> <br><br> <br> <br> compensation.<br> <br> |
| <br> <br> Compensation caps<br> <br> | <br> <br> Pursuant to the regulations of the Capital Requirements Directive (CRD) 4, which banks are subject to, the ratio of fixed to variable compensation is generally limited to 1:1 (cap regulation). In<br> <br> <br><br> <br> <br> other<br> <br> <br><br> <br> <br> words,<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> amount<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> variable<br> <br> <br><br> <br> <br> compensation<br> <br> <br><br> <br> <br> must<br> <br> <br><br> <br> <br> not<br> <br> <br><br> <br> <br> exceed<br> <br> <br><br> <br> <br> that<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> fixed<br> <br> <br><br> <br> <br> compensation. However, lawmakers have also stipulated that shareholders may resolve to set the ratio of fixed to<br> <br> <br><br> <br> <br> variable<br> <br> <br><br> <br> <br> compensation<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> 1:2.<br> <br> <br><br> <br> <br> In<br> <br> <br><br> <br> <br> May<br> <br> <br><br> <br> <br> 2014,<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> General<br> <br> <br><br> <br> <br> Meeting<br> <br> <br><br> <br> <br> voted<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> approve<br> <br> <br><br> <br> <br> setting<br> <br> <br><br> <br> <br> a<br> <br> <br><br> <br> <br> 1:2 ratio by a majority of<br> <br> <br><br> <br> <br> 91%.<br> <br><br><br> <br><br><br><br> <br><br> <br> The compensation system resolved by the Supervisory Board also provides a uniform fixed cap of 150% of the target figures for the two variable compensation components.<br> <br><br><br> <br><br><br><br> <br><br> <br> The Supervisory Board also set a maximum compensation in accordance with the requirements of § 87a (1) No. 1 Stock Corporation Act (AktG). This comprises all compensation components (base salary, Short-Term Award, Long-Term Award, company pension plan and fringe benefits) and amounts to €12 million uniformly for all Management Board members. The level of maximum compensation makes it possible to recruit the best national and international personnel for management and to pay them adequately, while also taking into account the Bank’s broad and international business model.<br> <br> |
| <br> <br> Transparency<br> <br> | <br> <br> Through<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> uniform<br> <br> <br><br> <br> <br> structure,<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> Supervisory<br> <br> <br><br> <br> <br> Board<br> <br> <br><br> <br> <br> has<br> <br> <br><br> <br> <br> significantly<br> <br> <br><br> <br> <br> increased<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> transparency and understandability of the compensation system in accordance with the expectations of investors and the public as well as the regulatory<br> <br> <br><br> <br> <br> requirements.<br> <br> |
21
| <br> | <br> <br> The<br> <br> <br><br> <br> <br> specific<br> <br> <br><br> <br> <br> application<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> compensation<br> <br> <br><br> <br> <br> system<br> <br> <br><br> <br> <br> is<br> <br> <br><br> <br> <br> clearly<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> understandably<br> <br> <br><br> <br> <br> described<br> <br> <br><br> <br> <br> each year in the Compensation Report. Shareholders and other stakeholders can see based on the underlying performance criteria how the compensation system for the Management Board members<br> <br> <br><br> <br> <br> contributes<br> <br> <br><br> <br> <br> to<br> <br> <br><br> <br> <br> fostering<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> implementation<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> strategy<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> long-term<br> <br> <br><br> <br> <br> sustainable development<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> company<br> <br> <br><br> <br> <br> as<br> <br> <br><br> <br> <br> well<br> <br> <br><br> <br> <br> as<br> <br> <br><br> <br> <br> what<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> actual<br> <br> <br><br> <br> <br> compensation<br> <br> <br><br> <br> <br> is<br> <br> <br><br> <br> <br> for<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> financial<br> <br> <br><br> <br> <br> year.<br> <br> |
|---|---|
| <br> <br> Appropriateness<br> <br> | <br> <br> The amounts of the base salary and variable compensation are appropriate in light of both a vertical and a horizontal comparison. The horizontal comparison is performed on the basis of the relevant peer groups; their composition is disclosed. The vertical comparison entails an examination<br> <br> <br><br> <br> <br> of<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> relationship<br> <br> <br><br> <br> <br> between<br> <br> <br><br> <br> <br> Management<br> <br> <br><br> <br> <br> Board<br> <br> <br><br> <br> <br> compensation<br> <br> <br><br> <br> <br> and<br> <br> <br><br> <br> <br> the<br> <br> <br><br> <br> <br> compensation of the workforce in general and over time in<br> <br> <br><br> <br> <br> particular.<br> <br><br><br> <br><br><br><br> <br><br> <br> Furthermore, within the framework of a review pursuant to § 7 Remuneration Ordinance for Institutions (InstitutsVergV), the affordability of the total amount of annual variable compensation is determined based on key profitability, solvency and liquidity figures.<br> <br> |
| <br> <br> Governance<br> <br> | <br> <br> The structuring of the compensation system and the resulting assessment to determine the individual compensation takes place within the framework of the statutory and regulatory requirements.<br> <br><br><br> <br><br><br><br> <br><br> <br> In particular, the Supervisory Board’s objective is to offer, within the boundaries of applicable regulatory requirements, the Management Board members a compensation package that is commensurate with the scope of the Management Board member’s responsibilities and is competitive and in line with customary market practices. This is to ensure that the best managers can be gained and retained.<br> <br> |
These compensation principles were decisive for the Supervisory Board in reviewing the previous compensation system, identifying the need for adjustments and carrying out the adjustments. The Supervisory Board also took into account how the individual elements of compensation have proven themselves in practice.
Implementation of the compensation system takes place within the framework of the Management Board service contracts.
1.2 Procedure to determine the amount of Management Board compensation and the review of
appropriateness
The
Supervisory
Board
as
a
whole
is
responsible
for
decisions
regarding
the
design
of the compensation system and the structure and amount of compensation. The Compensation Control Committee supports the Supervisory Board in its tasks of designing and monitoring the implementation of the system and prepares the resolutions for the Supervisory Board. As necessary, the Compensation Control Committee
recommends
adjustments
for
the
Supervisory
Board
to
make
to
the
system. In the case of significant changes, but at least every four years, the compensation system is submitted to the General Meeting for
approval.
22
1.2.1 Review of
appropriateness
As
part
of
this
task,
the
Supervisory
Board
regularly
reviews
the
appropriateness
of
the individual compensation components as well as the amount of total
compensation.
Through
the
horizontal
comparison,
the
Supervisory
Board
ensures
that
the
total
target compensation is appropriate in relation to the tasks and achievements of the Management Board as well as the company’s situation. In this context, the level and structure
of
compensation,
in
particular,
are
examined
at
comparable
companies
\(peer groups\). Suitable companies in consideration of Deutsche Bank’s market position \(in particular with regard to business sector, size and country\) are used as the basis for this
comparison.
The
companies
selected
for
the
respective
peer
groups
are
disclosed in the Compensation Report.
In addition to the horizontal comparison, the Supervisory Board considers a vertical comparison, which entails an examination of the relationship between the compensation of the Management Board and the compensation of the workforce. Within the vertical comparison, the Supervisory Board considers, in accordance with the German Corporate Governance Code (GCGC), the development over time in particular.
This
involves
a
comparison
of
the
ratio
of
Management
Board
compensation to the compensation amounts of the employees. Taken into account are, on the one hand, the compensation of the senior management, which comprises the first management level below the Management Board and voting members of the top executive committees of the divisions, as well as management board members of significant institutions within the Group and corresponding management board-1 level positions with management responsibility. On the other hand, the compensation of all employees is also taken into account \(tariff and non-tariff
employees\).
The Supervisory Board regularly engages independent external compensation advisors for conducting the reviews of appropriateness, while taking care to ensure their independence from the Management Board and the company. The Supervisory Board
takes
the
results
of
the
review
into
consideration
when
setting
the
reference
total compensation of the Management Board
members.
1.2.2 Workforce compensation and employment conditions taken into
account
When determining the compensation structures for the Management Board, the Supervisory
Board
takes
into
account
the
compensation
structures
for
the
employees. The aspects examined are base salary, reference variable compensation, the relationship
between
base
salary
and
reference
variable
compensation
as
well
as
other employment
conditions.
This
examination
also
means
that
employment
conditions
and compensation components that apply to the workforce are also taken over into the Management Board compensation system if the special position of the Management Board does not require its own instruments. This applies to the Group Component, which is identically defined for the Management Board and employees, as well as the company
pension
plan
in
the
form
of
a
defined-contribution
capital
account
plan.
23
Besides the current ratios, the Supervisory Board also examines the development of the ratios over time.
1.2.3 Measures to avoid and handle conflicts of
interest
Members of the Supervisory Board have an obligation to act exclusively in the best interests of the company and must not pursue any personal interests within the framework of their Supervisory Board work or use business opportunities of Deutsche Bank
Aktiengesellschaft
or
Deutsche
Bank
Group
for
themselves.
Insofar
as
possible, they should avoid activities that could lead to potential conflicts of interest. Every Supervisory Board member is to disclose circumstances that could lead to a potential conflict of interest without undue delay to the Chairperson of the Supervisory Board, who then informs the other members of the Supervisory Board accordingly. If the Chairperson
of
the
Supervisory
Board
has
a
potential
conflict
of
interest,
the
disclosure is
to
the
Deputy
Chairperson
of
the
Supervisory
Board,
who
informs
the
other
members of the Supervisory Board accordingly. A Supervisory Board member with a conflict of interest
must,
in
the
individual
case
while
observing
the
statutory
requirements,
refrain from participating in the Supervisory Board’s decisions in this context. Important and not
just
temporary
conflicts
of
interest
should
lead
to
the
termination
of
the
Supervisory Board
mandate.
2. Further development of the compensation system with effect from
2021
With
effect
from
the
2021
financial
year,
the
Supervisory
Board
resolved
amendments to the compensation system applicable since 2017. At the same time, adjustments were
made
in
accordance
with
new
regulatory
requirements.
These
changes
were
also made to fulfill the amended requirements of the Remuneration Ordinance for Institutions \(InstitutsVergV\) and the German Corporate Governance Code
\(GCGC\).
Within the framework of the review of the system against the backdrop of the current market practices, three courses of action were identified, which subsequently led to corresponding adjustments:
2.1 Increased portion of share-based variable compensation by up 100% until the shareholding requirement is met \(Shareholding
Guidelines\)
The portion of share-based variable compensation can be increased by up to 100% until the strict shareholding obligation contractually agreed with the Management Board members is fulfilled. This possibility does not lead to an increase in overall variable compensation but only to an increase in the percentage of the total variable compensation awarded on the basis of shares. The regulatory requirements of the Remuneration Ordinance for Institutions (InstitutsVergV) according to which a minimum of 50% of the variable compensation is to be granted in a share-based form are
thus
already
fulfilled,
along
with
the
German
Corporate
Governance
Code
\(GCGC\) requirement that stipulates variable compensation is to be granted predominantly as share-based
instruments.
The
Shareholding
Guidelines,
however,
go
beyond
these
24
requirements and prescribe that Management Board members and the Management Board Chairperson must hold shares equivalent to 100% and 200%, respectively, of their base salaries. Until the shareholding obligation is fulfilled by the individual Management
Board
members,
the
Supervisory
Board
has
the
possibility
to
temporarily and individually increase the portion of share-based variable compensation to up to 100%. This is a moderate way to achieve the desired level of the shareholding obligation over the next few years without increasing the complexity of the compensation system at the same
time.
2.2 Increased transparency and consistency of variable compensation components
Variable compensation was made more transparent through the consistent weighting of the compensation components. Thus, the Short-Term Award (STA) now accounts for a uniform 40% of the reference variable compensation and the Long-Term Award (LTA) 60%. In this context, the assessment periods were retained of one year for the STA
and
three
years
for
the
LTA.
Pursuant
to
the
new
model,
the
STA
reflects
only
the individual target achievement level based
on
1) the individual and divisional objectives defined individually for the respective Management Board member for one
year,
2) the Balanced Scorecards issued for each Management Board member for one financial year, as well
as
3) priorities for the year that are set by the Supervisory Board for all Management Board members and go beyond the individual objectives (Annual
Priorities\)
All Group targets are now assessed within the Long-Term Award. To strengthen the sustainability aspects of Group targets, the Group Component – consisting of the Common Equity Tier 1 (CET1) capital ratio, leverage ratio, adjusted costs and Return on
Tangible
Equity
\(RoTE\)
–
was
moved
from
the
Short-Term
Award
to
the
Long-Term Award,
linked
with
an
increased
three-year
assessment
period.
For
the
Environmental, Social and Governance Factor \(ESG Factor\), which replaces the previous Culture & Client Factor, collective sustainability objectives are defined \(see Nos. 2.3 and 3.5.2 for additional details concerning
this\).
Variable compensation continues to be granted on a fully deferred basis. The deferral periods of the STA and LTA remain, in principle, constant at seven years for the STA and five years for the LTA. However, there are changes in the vesting periods of the respective tranches. Whereas the number of tranches of the STA was reduced from seven to four (disbursement of 25% every two years), the vesting of the LTA has changed in that it no longer vests in one single tranche after five years (cliff-vesting) but now vests in four-year tranches beginning from the second year after granting (tranche vesting). Through the subsequent holding period for the LTA in each case of
25
one year, the LTA vests at the earliest after three years and is not fully disbursed until after six years. The forfeiture conditions and clawback rules remain unchanged.
The
maximum
target
achievement
levels
for
the
Short-Term
Award
and
the
Long-Term Award were harmonized and set at 150% for both components \(instead of previously 200% for the Short-Term Award\). This leads to a further increase in transparency and reduction in complexity, while also reducing the total amount of achievable variable compensation.
2.3 Sustainability strategy linked to variable compensation through enhanced implementation of ESG
objectives
Since 2000, Deutsche Bank has joined numerous sustainability programs and signed a range of voluntary commitments. For example, Deutsche Bank has been committed to the ten principles of the United Nations Global Compact, the goals of the Paris Climate
Agreement,
the
Climate
Commitment
of
the
German
banking
industry,
the
UN Principles for Responsible Banking and the Equator Principles for many years. Sustainability issues are actively promoted and supported with memberships in the Banking Environment Initiative \(BEI\), the Sustainability Finance Advisory Council of the German Federal Government, the Finance Initiative of the UN Environment Program \(UNEP FI\) and participation in the European Central Bank’s pilot project on climate intensity. Deutsche Bank has bundled and expanded the management and monitoring of sustainability aspects within the Group-wide Sustainability Council established in 2018 and expanded this with the Sustainability Committee established in 2020.
Sustainability, based on Deutsche Bank’s understanding, has four dimensions: it is crucial
not
only
to
make
one’s
own
business
operations
more
environmentally
friendly, but
also
to
support
clients,
businesses
and
investors
in
their
transformation
for
greater sustainability.
By
enhancing
our
internal
policies
and
guidelines,
sustainability
aspects receive greater attention from the business divisions and regions. Such activities should be clearly visible externally, too, through Deutsche Bank’s active participation in the political and social
dialogue.
By
taking
responsible
action
for
the
protection
of
the
climate
and
biodiversity,
adopting resource-conserving business practices and taking on responsibility in society, the Bank is making an important contribution to the company’s success. Aspects of employee diversity and satisfaction as well as good corporate governance have been part of the Management Board’s compensation for some
time.
An important goal in the further development of the compensation system is therefore to
explicitly
link
Deutsche
Bank’s
ESG
sustainability
strategy
with
the
compensation
of the Management Board. As part of the STA and LTA, the Balanced Scorecards are supplemented
by
ESG
targets,
such
as
a
target
volume
for
sustainable
financing
/
ESG investments and a reduction of electricity consumption in the Bank’s buildings.
These
26
targets can be ambitiously set and managed by the Supervisory Board. The ESG Factor is included in the LTA with a share of 20% of the total variable compensation. The progress made will be disclosed in the annual Non-Financial Report.
2.4 Overview of the
changes
The
following
table
pro-vides
an
overview
of
the
changes
in
the
compensation
structure applicable with effect from 2021 in comparison to the previous compensation
system:
3. Total compensation and compensation
components
3.1 Structure and compensation components of the compensation
system
The compensation system consists of non-performance-related (fixed) and performance-related (variable) components. The fixed compensation and variable compensation
together
form
the
total
compensation
for
a
Management
Board
member. The fixed compensation consists of the base salary, contributions to the company pension plan or pension allowances, and fringe benefits. The variable compensation consists of a short-term component, called the Short-Term Award \(STA\) and a long- term component, called Long-Term Award
\(LTA\).
27
The Supervisory Board sets a reference compensation for each Management Board member. In accordance with the recommendation of the German Corporate Governance Code (GCGC), the Supervisory Board also determines the ratio of fixed compensation to variable compensation as well as the ratio of short to long-term variable compensation.
Relative percentages of the compensation components within the annual target total compensation (in %)
In this way, the Supervisory Board ensures that performance-based compensation, which is linked to achieving long-term targets, exceeds the portion from short-term targets.
The Supervisory Board defines target and maximum amounts (caps) for all compensation components. An additional upper limit (cap) is also provided for the amount of total compensation. The variable compensation is set on the basis of previously defined objectives and assessment criteria, from which the achievement level of the individual objectives can be clearly derived.
28
Overview of the compensation system with effect from January 2021
3.2 Target total
compensation
When
setting
the
target
total
compensation
for
each
Management
Board
member,
the Supervisory
Board
takes
into
account
the
scope
and
complexity
of
the
respective
area of Management Board functional responsibility as well as the length of service of the Management Board member on the Management Board. Furthermore, the compensation
amounts
are
reviewed
for
their
appropriateness
on
the
basis
of
suitable peer groups, whose composition is disclosed. Starting with the 2021 financial year, there will be a greater differentiation when setting the target total compensation depending
on
the
Management
Board
members’
areas
of
functional
responsibility.
This differentiation enables the Supervisory Board to react flexibly in the future to changes in
the
scope
of
the
functional
responsibilities
of
the
Management
Board
members
or
in market value levels for a specific
function.
3.3. Compensation
caps
The
compensation
of
the
Management
Board
members
is
limited
in
several
ways.
This takes place through a limit on the total compensation and on the maximum possible variable compensation and by setting a maximum ratio of fixed compensation to variable compensation.
3.3.1 Cap on total compensation \(maximum
compensation\)
The Supervisory Board set an upper limit (cap) of €9.85 million for the maximum amount
that
can
be
granted
to
a
Management
Board
member
for
a
financial
year.
The cap
is
determined
through
the
base
salary
and
the
variable
compensation
\(STA
and
29
LTA). This means that even with target achievement levels that would lead to higher compensation amounts, compensation is capped at a maximum of €9.85 million.
In addition, in accordance with § 87a (1) sentence 2 No. 1 Stock Corporation Act (AktG), the Supervisory Board also set a limit (maximum compensation) amounting to
€12
million
for
all
Management
Board
members.
This
cap
comprises
not
only
the
base salary,
STA
and
LTA,
but
also
the
pension
service
costs
for
the
company
pension
plan or pension allowances and fringe benefits. The pension service costs and expenses for fringe benefits vary in their annual amounts. The contribution to the company pension
plan
is
set
uniformly
to
the
same
amount
for
all
Management
Board
members. However,
the
amount
to
be
recognized
by
the
Bank
in
the
year
for
the
pension
service costs fluctuates based on actuarial variables. The maximum compensation specified above takes into account that the sum of base salary, STA and LTA is already limited to €9.85 million. The level of maximum compensation makes it possible to recruit the best
national
and
international
personnel
for
management
and
to
pay
them
adequately, while also taking into account the Bank’s broad and international business
model.
3.3.2 Cap on variable compensation
The Supervisory Board set a uniform limit of 150% for the maximum possible level of achievement for long-term and short-term objectives. Thus the total variable compensation is capped at a maximum of 150% of the reference variable compensation at year’s end.
Pursuant to Capital Requirements Directive 4 (CRD 4), the ratio of fixed to variable compensation is generally limited to 1:1 (cap regulation), i.e. the amount of variable compensation must not exceed that of fixed compensation. The General Meeting in May 2014 made use of the possibility provided by law and increased the ratio to 1:2.
3.3.3 Reduction of
compensation
After the target achievement level is assessed, if the calculation should result in variable compensation or total compensation that exceeds one of the specified caps, the variable compensation will be reduced. This takes place through a reduction at equal percentages of the STA and LTA.
30
3.4 Non-performance-related components \(fixed
compensation\)
Fixed compensation is not linked to performance and comprises the base salary, contributions to the pension plan or pension allowance as well as fringe benefits.
3.4.1 Base
salary
Various factors are considered when determining an appropriate level for the base salary. First, the base salary compensates the general acceptance of the mandate as a Management Board member and the related overall responsibility of the individual Management Board members. In addition, the compensation customary in the market is taken into account when determining the compensation amounts. Regulatory requirements that limit the ratio of fixed to variable compensation must also be observed when setting the base salary.
Accordingly, the fixed compensation is determined in a way that takes these requirements into consideration while also ensuring competitive total compensation in line with market standards.
3.4.2 Company pension
plan
The Supervisory Board can allocate an entitlement to pension plan benefits to the Management Board members. These entitlements involve a defined-contribution pension plan. Under this pension plan, a personal pension account is set up for each participating member of the Management Board with effect from the term of office as a Management Board member.
The members of the Management Board, including the Management Board Chairperson, receive a uniform, contractually defined, fixed annual contribution amount. The contribution accrues interest credited in advance, determined by means of an age-related factor, at an average rate of 2% per year up to the end of 60 years of age. From the age of 61 onwards, an additional contribution in the amount of 2% per
year
of
the
amount
accrued
as
of
December
31
of
the
previous
year
will
be
credited to the pension account. The annual contributions, taken together, form the pension capital amount available to pay the future pension benefits upon a pension event \(retirement age, disability or death\). The pension account balance is vested from the start.
If a Management Board member pays income tax abroad, the granting of an annual pension allowance may be selected as the alternative to the defined-contribution pension
plan
entitlement.
This
is
subject
to
the
precondition
that
granting
the
customary pension plan contributions entails not insignificant tax-related disadvantages for the Management
Board
member
versus
granting
a
pension
allowance.
This
option
can
be exercised
once
and
applies
to
the
entire
term
of
office
as
Management
Board
member from then on. The pension allowance is equal to the amount that would normally be provided for the Management Board member’s annual pension plan
contributions.
31
3.4.3 Fringe benefits
Additional non-performance-related components include “fringe benefits”. Thus, all Management Board members are granted annually recurring fringe benefits. They comprise the monetary value of non-cash benefits such as company cars and driver services, insurance premiums and expenses for company-related social functions, including payments, if applicable, of taxes on these benefits as well as taxable reimbursements
of
expenses.
If
the
Management
Board
member
does
not
have
his
or her principal place of work at the Head Office in Frankfurt, additional benefits may be approved by the Supervisory Board, e.g., a housing allowance to cover customary rental
expenses.
Finally,
ad
hoc
benefits,
in
particular
upon
the
initial
appointment
of
a Management Board member, may be granted, such as security measures for his or her private residence or benefits in connection with relocating his or her place of residence to
Frankfurt.
As
the
amount
of
the
fringe
benefits
cannot
be
determined
at
the
beginning
of
the
year, the Supervisory Board instead sets annual maximum amounts for recurrent place of work-related and ad hoc
benefits.
3.5 Performance-related components \(variable
compensation\)
Deutsche Bank aims to enable economic growth and social progress and thus generate a positive impact for its clients, employees, investors and society in general. Clients
are
to
be
offered
solutions,
while
making
an
active
contribution
to
their
creation of
added
value.
At
the
same
time,
this
is
intended
to
ensure
that
the
Bank
is
competitive and profitable and can operate on the basis of a strong capital and liquidity position. Deutsche Bank is committed to a corporate culture that appropriately aligns risks and revenues.
The compensation system makes an important contribution to promoting and implementing the corporate strategy in particular by linking pay to relevant and demanding performance criteria for short-term and long-term variable compensation. Profitability and performance-based compensation therefore comprises the predominant portion of total compensation.
The
compensation
system
ensures
that
variable
compensation
is
linked
to
pre-defined, transparent performance criteria. The close connection of compensation to the company’s business and risk strategy is established, as a first step, through the agreement of objectives that are derived from the strategy and support its implementation.
In
a
second
step,
the
achievement
level
is
set
for
each
of
the
individual objectives based on previously defined, clear key figures and evaluation parameters that are closely aligned to the performance of Deutsche Bank and that contribute together to this performance in an appropriate
manner.
32
The compensation system also provides for the agreement of a balanced set of not only individual and divisional objectives, but also collective objectives that are to be achieved, in each case, of a financial and non-financial nature.
Performance-based variable compensation consists of a short-term component, the Short-Term Award (STA), and a long-term component, the Long-Term Award (LTA). The long-term component accounts for a uniform 60% of the total reference variable compensation and the short-term component accounts for 40%. The Supervisory Board reduced the maximum target achievement level for the STA significantly from 200% to 150% and thereby set a uniform maximum target achievement level of 150% for the STA and LTA.
3.5.1 Short-Term Award
\(STA\)
The STA is linked to the achievement of short-term and medium-term individual and business
division-related
objectives.
The
specific
objectives
are
set
by
the
Supervisory Board as part of the objective setting agreement process at the beginning of the
year.
The
objectives
that
are
set
support
the
Bank’s
business
policy
and
strategic
objectives, are in accordance with the Bank’s business and risk strategy, and take into account the areas and/or business divisions the individual Management Board member is responsible for. The objectives can be of a quantitative and qualitative nature and are used to evaluate a balanced mix of financial and non-financial
performances.
The STA portion accounts for 40% of the total variable compensation. This portion is comprised of three sub-components with different weightings: (1) individually agreed objectives
with
a
weighting
of
20%
of
the
total
variable
compensation,
\(2\)
objectives
in the individual Balanced Scorecards of the respective Management Board members, and \(3\) additional objectives for areas of focus for the year, called Annual Priorities. The latter two sub-components account for a ratio of 10% each of the total variable compensation.
| <br><br><br> <br><br> STA component<br> | <br><br><br> <br><br> Weighting<br><br><br> <br><br> <br> (in % of total variable compensation)<br> <br> |
|---|---|
| <br><br><br> <br><br> Individual objectives<br> | <br><br><br> <br><br> <br> 20%<br> <br> |
| <br><br><br> <br><br> Individual Balanced Scorecard<br> | <br><br><br> <br><br> <br> 10%<br> <br> |
| <br><br><br> <br><br> Annual Priorities<br> | <br><br><br> <br><br> <br> 10%<br> <br> |
Individual objectives
The individual objectives are derived from the corporate strategy and cover its implementation. They are determined for each Management Board member in
33
consideration of his or her respective area of responsibility and the contribution of this area of responsibility to advancing the Bank’s overall strategy. Individual objectives can
be
defined
as
project,
divisional
or
regional
targets.
Besides
operational
measures, the implementation of strategic projects and initiatives can be agreed as objectives, if they serve directly in the implementation of strategy, by contributing to, for example, the structure, organization and long-term development of the
company.
At the beginning of the year, for each member of the Management Board, the Supervisory Board sets the objectives individually, the weightings of these in relation to one another and the relevant parameters for their evaluation. In the process, the objectives are selected in such a way that they are demanding and ambitious and specified
concretely
enough
to
enable
a
clear
measurement
of
the
target
achievement level.
Between
four
and
a
maximum
of
seven
objectives
are
set
for
a
financial
year
for each Management Board
member.
For the 2021 financial year, a well-balanced mix of objectives of a financial and non- financial nature were selected for the assessment of the one-year individual performances from the following categories:
Together with each individual objective, concrete measurement criteria and/or key figures are also specified at the beginning of the year. These are quantitative criteria such as key financial figures and previously defined target values, timetables for reaching specific milestones or other measurable parameters. Additionally, qualitative aspects, such as in the form of feedback, can support in the assessment of the target achievement level. On the basis of these criteria, the target achievement level is determined at the end of the assessment period for each objective.
The
target
achievement
level
of
the
individual
objectives
is
defined
with
a
lower
limit
of 0% and an upper limit \(cap\) of
150%.
34
Individual Balanced Scorecard
In addition to the individual objectives, the STA is also based on the individual Balanced Scorecards. Since 2018, the Management Board members’ areas of functional responsibility are linked to pre-defined quantitative and qualitative key performance indicators that are bundled in each case into an individual Balanced Scorecard for the respective Management Board member. With the Balance Scorecard, the Bank introduced an appropriate tool for the steering and control of key performance indicators that can be used to check the achievement level of financial and
non-financial
objectives
against
defined
measurement
parameters
at
any
time
and to
measure
them
transparently
at
the
end
of
the
year.
The
financial
objectives
involve, for
example,
divisional
revenue
figures
or
cost
targets.
The
objectives
in
the
Balanced Scorecard cannot be the same as the objectives of the sub-component “individual objectives” in order to avoid a repeated consideration and assessment of individual objectives.
The
methodology
for
the
Balanced
Scorecards
has
been
continually
developed
further since their introduction and adjusted to meet changing requirements. In order to link aspects from Environmental, Social and Governance \(ESG\) areas as well as sustainability more closely to the compensation system, these topics now receive an even greater consideration and weighting. The ESG objectives that Management Board members – and the business divisions and/or regions they are
responsible for
– have to have their performance measured on include, for example, progress made on the topics of sustainable finance (sustainability financing), own operations (energy consumption), employee feedback as well as culture and gender diversity in senior management
functions.
To
assess
the
progress
on
ESG
topics,
ESG
rating
indices
are also used to supplement the Bank’s own specified key performance
indicators.
Balanced Scorecards make it possible to transform strategic objectives into operating practices through concrete actions. At the same time, they provide an overview of the priorities of the individual divisions across the entire Group. Key financial figures as well as non-financial objectives from the following areas are used as the basis of the Balanced Scorecards.
35
At the beginning of the year, for each Management Board member individually, the Supervisory Board provides the Balanced Scorecard objectives with weightings and specifies key performance indicators or parameters for them. At the end of the year, they are measured, translated into a percentage target achievement level and will be made transparent. The target achievement level of the individual objectives is limited in the process to 150%.
The following graphic shows, as an example, how the target achievement level is determined within the framework of the Balanced Scorecards
.
Annual Priorities
The third component in the STA involves what is called the Annual Priorities.
With
the
help
of
Annual
Priorities,
the
Supervisory
Board
assesses
the
profitability
and performance-related contributions of each Management Board member towards previously, uniformly defined focus topics for the year that are derived from and foster the Bank’s strategy and that are not already part of the individual objectives or Balanced Scorecards, in order to avoid a doubled or repeated consideration and assessment of the same objectives. This provides the possibility to set operational focal points depending on the current priorities and the stage of strategy execution. The
performance
criteria
to
be
used
for
the
assessment
can
be
of
both
a
financial
and non-financial
nature.
Annual Priorities are selected from focal point areas derived from the corporate strategy. For the 2021 financial year, the Supervisory Board selected two focal point topics that stem from the following categories:
| <br> Categories of the Annual Priorities for 2021<br> |
|---|
| <br> <br> Corporate strategy / transformation activities<br> <br> |
| <br> <br> Risk management<br> <br> |
36
For the Annual Priorities, concrete measurement criteria and/or key figures are also specified at the beginning of the year. After the conclusion of the respective financial year, the Supervisory Board evaluates each respective share in the topic-related progress
and
success
differentiated
for
each
Management
Board
member
on
the
basis of a proposal of the Compensation Control
Committee.
The target achievement level for the Annual Priorities is defined with a lower limit of 0% and an upper limit of 150%.
Fully transparent reporting on the STA
The
individual
and
divisional
objectives
as
well
as
the
objectives
set
for
all
components of
the
STA
and
the
level
of
achievement
of
each
of
the
respective
Management
Board members are disclosed after the conclusion of the financial year in the Compensation Report. A forward-looking disclosure is not provided in this context for reasons of confidentiality and the
competition.
3.5.2 Long-Term Award
\(LTA\)
When
determining
the
variable
compensation,
the
focus
is
placed
on
the
achievement of long-term objectives linked to the strategy. To emphasize this, the Supervisory Board set the portion of the LTA to 60% of the total reference variable compensation. For
the
LTA,
the
Supervisory
Board
specifies
the
collective
long-term
objectives
for
the Management
Board
members.
The
achievement
level
is
derived
from
the
fulfillment
of clear key performance indicators and/or criteria for these
objectives.
The objectives in the LTA have proven themselves over the past years and will be developed further and expanded on in accordance with the strategy. The previous Group
Component
assessed
on
an
annual
basis
has
been
taken
out
of
the
STA
and
is now
part
of
the
LTA
and
has
–
like
all
of
the
LTA
objectives
–
a
three-year
assessment period. The Relative Total Shareholder Return \(RTSR\) of the Deutsche Bank share and the Organic Capital Growth already formed the basis for the assessment of the LTA when the compensation system was last approved by the General Meeting in 2017
and
are
retained
unchanged.
As
a
result,
a
long
established
and
forward-looking strategic alignment of the long-term component is
ensured.
In
accordance
with
the
state
of
the
Bank’s
transformation,
the
ESG
Factor
replaces
the previous Client & Culture Factor in the future, and its importance is emphasized through a weighting of 20% in the total variable compensation. Within the framework of this ESG Factor, the control environment-related objectives bundled into the previous Client & Culture Factor will be supplemented by ESG-related aspects. Through the implementation of these objectives, there is now a consistent linking of Deutsche Bank’s sustainability strategy with the compensation of the Management Board.
Deutsche
Bank
strives
to
be
a
role
model
for
sustainability
in
the
financial
sector and
thus
to
contribute
to
fostering
a
more
environmentally,
socially
and
financially
well- governed economy.
37
Through the continuation of the objectives underlying the Group Component relating to core capital, leverage ratio, costs and return on equity, the sustainable tracking of these metrics for the Bank’s capital, risk, costs and earnings profile is ensured. By moving these sub-components from the STA to the LTA, there is a bundling of all Group objectives with a uniform assessment period over three years and the contribution to sustainability is established as a compensation-relevant aspect for all Management Board members.
| <br><br><br> <br><br> LTA component<br> | <br> Weighting<br><br><br> <br><br> <br> (in % of total variable reference compensation)<br> <br> |
|---|---|
| <br><br><br> <br><br> ESG Factor<br> | <br><br><br> <br><br> <br> 20%<br> <br> |
| <br><br><br> <br><br> Relative Total Shareholder Return<br> | <br><br><br> <br><br> <br> 15%<br> <br> |
| <br><br><br> <br><br> Organic Capital Growth<br> | <br><br><br> <br><br> <br> 15 %<br> <br> |
| <br><br><br> <br><br> Group Component<br><br><br> <br><br> CET1 capital ratio / leverage ratio / adjusted costs / RoTE<br> | <br><br><br> <br><br> <br> 10 %<br> <br> |
Forward-looking orientation of the LTA
All objectives of the LTA are assessed over a period of three years. The target figure for
each
objective
is
multiplied
by
the
achievement
level
determined
for
a
financial
year, which
provides
a
result
for
the
LTA
objective
for
this
year.
60%
of
the
result
determined in
this
way
flows
directly
into
the
determination
of
the
LTA
at
the
end
of
the
assessment period, a ratio of 30% flows into the determination for the first year that follows and 10% into the determination for the second year that
follows.
.
38
At
the
end
of
the
three-year
assessment
period
for
the
LTA,
a
five-year
deferral
period follows and another one-year holding period subsequently follows this, so that a full payout does not take place until after another six
years.
ESG Factor
The Bank strives to make a contribution to an environmentally friendly, socially inclusive
and
well-governed
world
and
to
support
its
clients
in
their
transformation.
Not only our advisory services but also our products and solutions should build on this commitment.
Within the framework of its sustainability strategy, Deutsche Bank therefore set itself ambitious
targets
and,
among
other
things,
presented
them
in
its
Climate
Statement
in August
2020.
With
effect
from
the
2021
financial
year,
these
ambitious
targets
in
ESG areas will now also be more strongly linked to the variable compensation of the Management Board members. In the process, the former Client & Culture Factor was expanded to comprise ESG objectives and, as the ESG Factor, embedded with the highest weighting in the
LTA.
For
the
2021
financial
year,
the
Supervisory
Board
set
the
focal
point
on
the
successful implementation of the Bank’s ESG agenda:
Over the coming years, the ESG matrix will be continually updated and developed further. A key element of Deutsche Bank’s sustainability and climate concept comprises, in particular, developing a holistic framework for climate risk management on the basis of the recommendations of the Task Force on Climate-related Financial Disclosures (TFCD). The focus here is on developing a system to identify, measure, monitor and control climate risks.
39
The ESG Factors for the following year are disclosed ex ante in the Compensation Report.
Relative Total Shareholder Return
The target for the Relative Total Shareholder Return (RTSR) for the Deutsche Bank share in comparison to selected financial institutions is intended to continue fostering the sustainable shareholder return of the Deutsche Bank share. The RTSR serves to more closely align the interests of the Management Board and shareholders. In addition, the RTSR provides a relative measurement of performance, creating an incentive to outperform the relevant peers.
The RTSR is derived from the total shareholder return of the Deutsche Bank share in relation to the average total shareholder returns of a selected peer group. The assessment
period
in
this
context
covers
three
years.
The
Total
Shareholder
Return
is defined as the share price performance plus theoretically reinvested gross dividends. The RTSR is calculated as a percentage based on the total shareholder return of the Deutsche Bank share in relation to the average total shareholder returns of the peer group. If the RTSR average for the year is greater than 100%, then the target achievement level increases proportionally to an upper limit of 150% of the target figure, i.e., the target achievement level increases by 1% for each percentage point above 100%. If the RTSR three-year average is less than 100%, the target achievement level declines disproportionately. For each percentage point decline of the RTSR in the range of less than 100% and 80%, the target achievement level declines by two percentage points. In the range between less than 80% and 60%, the target achievement level is reduced for each percentage point decline by three percentage points. If the RTSR does not surpass 60% over the entire assessment period of three years, the target achievement level is
zero.
RTSR performance and achievement level
40
The
peer
group
used
as
the
basis
for
calculating
the
RTSR
is
selected
from
among
the companies
with
generally
comparable
business
activities
as
well
as
a
comparable
size and international presence. The Supervisory Board reviews the composition of the peer group regularly. For the year 2021, the peer group for the RTSR comprises the following
banks:
Peer group companies for the RTSR 2021
The peer group companies for the RTSR for the following year are disclosed ex ante in the Compensation Report.
Organic Capital Growth
To promote the Bank’s growth, the Supervisory Board specified Organic Capital Growth on a net basis as a long-term objective. Organic Capital Growth is defined as the balance of the following changes (which are reported in the Consolidated Statement of Changes in Equity) occurring during the financial year, divided by total shareholders’ equity as of December 31 of the preceding financial year:
Total comprehensive income, net of
taxCoupon on additional equity components, net of
taxRemeasurement gains (losses) related to defined benefit plans, net of
taxOption premiums and other effects from options on common
sharesNet gains (losses) on treasury shares
sold
Consequently,
“inorganic”
changes
in
equity,
in
particular
the
payment
of
a
dividend
or a capital increase, are of no relevance to the achievement of the
objective.
This objective is also assessed over a three-year period. Starting from an average Organic Capital Growth of 2.5% (lower limit), the target achievement level increases linearly
by
1%
for
each
0.05%
of
growth
up
to
the
150%
cap,
which
is
the
case
with
an Organic
Capital
Growth
of
10%
or
more
\(cap\).
If
capital
growth
does
not
surpass
2.5% over the entire three-year assessment period, the target achievement level is
zero.
41
Development of Organic Capital Growth and achievement level
Group Component
By taking the Group Component, which was previously included in the STA, into account in the LTA, there is a further enhancement of the sustainable monitoring of this objective. It is now assessed over a three-year period.
| <br><br><br> <br><br> LTA Group Component<br> | <br> |
|---|---|
| <br><br><br> <br><br> Core capital ratio<br> | <br><br><br> <br><br> <br> Common Equity Tier 1 capital ratio of the Bank in relation to its risk-weighted assets<br> <br> |
| <br><br><br> <br><br> Leverage ratio<br> | <br> <br> The Bank’s core capital as a percentage of its total leverage exposure pursuant to the definitions of the Capital Requirements Regulation / Capital Requirements Directive 4<br> <br> |
| <br><br><br> <br><br> Adjusted costs<br> | <br> <br> Total noninterest expenses, excluding restructuring, severance and litigation costs as well as impairments of goodwill and other intangible assets<br> <br> |
| <br><br><br> <br><br> Return on tangible equity<br> | <br> <br> Net income (or loss) attributable to shareholders as a percentage of average tangible shareholders’ equity The latter is determined by deducting goodwill and other intangible assets from shareholders’ equity<br> <br> |
The
Supervisory
Board
regularly
reviews
the
selection
of
the
performance
metrics.
The four
objectives
specified
above
are
equally
weighted.
If
the
performance
metric-based objectives
are
not
achieved
during
the
three-year
assessment
period,
the
Supervisory Board may determine that a Group Component will not be
granted.
Fully transparent reporting on the LTA
The specified targets and objectives (including lower and upper limits) of the ESG Factor and of the Group Component as well as the target achievement level in each
42
component of the LTA will be disclosed in transparent form in the Compensation Report after the conclusion of the financial year.
3.5.3 Granting of variable compensation and ensuring
sustainability
Since
2014,
total
variable
compensation
is
granted
exclusively
in
deferred
form
in
order to ensure the sustainability of earnings within the framework of the business and risk strategies.
Assessment period and deferral period
The Remuneration Ordinance for Institutions (InstitutsVergV) generally stipulates a three-year assessment period for the determination of the variable compensation for Management Board members. The Bank complies with this requirement by
assessing each of the objectives of the LTA over a three-year period. If the relevant three years cannot
be
attributed
to
a
member
of
the
Management
Board
due
to
that
member
having joined the Bank only recently, the achievement level for the objectives will be determined for the period that can be attributed to the member. If the assessment period is shorter than the prescribed minimum, the deferral period of the variable compensation to be granted is extended by the number of years missing for the minimum assessment period. The STA has an assessment period of one year. The regulatory requirement is met by extending the deferral period of the granted awards by two years. Thus, the deferral period in the STA is seven years, while it is five
years in
the
LTA.
The
STA
is
awarded
in
four
tranches
and
thus
delivered
every
two
years
in portions of 25% each \(in years 1, 3, 5 and 7 in each case\). The LTA is delivered over the deferral period of five years in four tranches; it becomes available for disposal at the earliest after three years but is not fully available until after six
years.
Cash and share components
The STA is generally granted in the form of cash compensation (Restricted Incentive Award (RIA)).
The LTA is granted on a share-based instrument (Restricted Equity Award (REA)) to achieve
an
even
stronger
alignment
of
the
Management
Board
members
to
the
Bank's performance and the Deutsche Bank share price. After the deferral period, the REAs are also subject to an additional holding period of one year. Accordingly, the Management
Board
members
are
not
permitted
to
fully
dispose
of
the
shares
until
after six
years.
During
the
deferral
and
holding
period,
the
value
of
the
REAs
is
linked
to
the performance of the Deutsche Bank share and is therefore tied to the sustained performance
of
the
Bank.
Furthermore,
specific
forfeiture
provisions
apply
for
the
REAs during the deferral and holding
period.
43
Performance and forfeiture conditions, claim to repayment \(backtesting, malus, clawback\)
The granting of compensation components on a deferred basis and spreading them out over several years creates a long-term incentive effect, as specific forfeiture conditions apply in each case until they vest.
To this end, the Supervisory Board regularly reviews the results achieved in the past for their sustainability (backtesting). If the outcome is that the results rewarded by the granting of the variable compensation were not sustainable, the awards may be partially or fully forfeited.
Also, if the Group’s results are negative, the already granted variable compensation may be declared fully or partially forfeited during the deferral period. In addition, the awards
may
be
fully
or
partially
forfeited
if
specific
solvency
or
liquidity
conditions
were not met. Furthermore, awards may be forfeited in whole or in part in the event of individual misconduct \(including breaches of regulations\), dismissal for cause or negative individual contributions to performance
\(malus\).
On top of this, the contracts of the Management Board members also enable the Supervisory Board to reclaim already paid or delivered compensation components in response to specific individual negative performance contributions made by the Management Board member for up to two years after the expiry of the last deferral period (clawback) in accordance with the provisions pursuant to § 18 (5) and § 20 (6) Remuneration
Ordinance
for
Institutions
\(InstitutsVergV\).
The
clawback
is
possible
for the
entire
variable
compensation
for
a
financial
year
until
the
end
of
two
years
after
the end of the deferral period of the last tranche of the compensation elements awarded on a deferred basis for the respective financial
year.
The
following
chart
shows
the
timeline
stretching
from
the
assessment
period
up
to
the end of the clawback
period.
44
Deferral periods and holding periods
3.5.4 No discretionary special
payments
The Supervisory Board is not authorized to grant members of the Management Board discretionary or discretion-based special payments.
4. Compensation-related
transactions
Commitments in connection with the acceptance of a mandate
In connection with the appointment of external executives as members of the Management Board, benefits may be granted to compensate for the forfeiture of benefits
from
the
previous
employer
–
in
particular
outstanding
variable
compensation that is forfeited upon joining Deutsche Bank. The Supervisory Board decides in what form
the
compensation
is
granted.
Such
one-time
compensation
benefits
are
reported and explained separately in the Compensation
Report.
Relocation costs
If a change of residence becomes necessary within the framework of accepting the mandate or at the company's request for a change of the regular place of work, the Supervisory Board can decide that relocation costs or similar benefits will be reimbursed by the company to an appropriate extent.
Term of Management Board service contracts
The term of the Management Board service contracts is linked to the duration of the appointment,
which
lasts
for
the
duration
of
five
years
at
the
maximum
in
consideration of
the
provisions
of
§
84
Stock
Corporation
Act.
The
Supervisory
Board
shall
decide
at
45
an early stage, no later than six months before the expiry of the appointment period, on a renewed appointment. In the case of the Management Board member’s reappointment, the service contract is extended for the duration of a renewed appointment.
For first-time appointments, a contract term of three years is not to be exceeded. The Management Board service contract ends automatically with the expiry of the appointment period without requiring the express notice of termination.
Benefits in the case of termination of Management Board service
The Management Board members are in principle entitled to receive a severance payment upon an early termination of their appointment, provided the Bank is not entitled to revoke the appointment or give notice under the contractual agreement for cause.
In
accordance
with
the
recommendation
of
the
German
Corporate
Governance Code, the severance payment amounts up to two times the annual compensation at the maximum and is limited to the claims to compensation for the remaining term of the
service
contract.
The
calculation
of
the
severance
payment
is
based
on
the
annual compensation
for
the
previous
financial
year
and,
if
applicable,
on
the
expected
annual compensation
for
the
current
financial
year.
The
severance
payment
is
determined
and granted
in
accordance
with
the
statutory
and
regulatory
requirements,
in
particular
with the provisions of the Remuneration Ordinance for Institutions
\(InstitutsVergV\).
Departure in connection with a Change of Control \(CoC\)
In the event of a change of control, Management Board members have a special termination right for their service contract. However, there is no entitlement to a severance payment.
Offsetting of compensation from mandates
The employment contracts of the Management Board members contain an obligation of
the
members
to
ensure
that
any
compensation
they
may
claim
in
their
capacity
as
a member of any body, in particular a supervisory board, advisory board or similar body of any group entity of the Bank pursuant to § 18 Stock Corporation Act will not accrue to them. Accordingly, Management Board members do not receive any compensation for mandates on boards of Deutsche Bank
subsidiaries.
50
%
of
the
compensation
from
a
mandate
–
in
particular
supervisory
board
or
advisory board mandates – with a company that does not belong to Deutsche Bank Group is offset against the base salary. There is no offsetting of compensation that does not exceed €100,000 per mandate and calendar
year.
Subsequent non-competition provision
After
their
departure
from
the
Management
Board,
the
members
are
subject
in
principle to a one-year non-competition provision. In this case, the company pays the Management Board member compensation \(waiting
allowance
46
(
Karenzentschädigung
\)\) amounting to 65% of his or her annual base salary for the duration of the subsequent non-competition period. The waiting allowance shall be credited against any claim for severance pay. Furthermore all income that the Management Board member earns from self-employed, salaried or other gainful employment activities and that is not subject to the non-competition provision is offset against the waiting allowance for the duration of the post-contractual non-competition provision.
The
company
can
waive
the
requirement
of
the
Management
Board
member to
comply
with
the
post-contractual
non-competition
provision.
In
this
case,
the
Bank’s obligation to pay the waiting allowance terminates
prematurely.
Regulations on the obligation to hold shares \(Shareholding Guidelines\)
All
members
of
the
Management
Board
are
required
to
acquire
a
significant
volume
of Deutsche Bank shares and to hold them on a long-term basis. For one thing, this requirement fosters the identification of the Management Board members with the company and its shareholders and, for another, it ensures a sustainable link to the development of the Bank’s
business.
For the Management Board Chairperson, the number of shares to be held amounts
to two times his annual gross base salary, and for the other Management Board members, one time their annual base
salary.
The requirements of the shareholding obligation must first be fulfilled on the date on which the Management Board member is granted an overall share-based variable compensation
corresponding
to
1.33
times
the
shareholding
obligation
since
his
or
her appointment
to
the
Management
Board.
Compliance
with
the
requirements
is
reviewed semi-annually. If the required number of shares is not met, the Management Board members must correct any deficiencies by the next
review.
In
the
context
of
granting
of
variable
compensation,
the
Supervisory
Board
can
resolve on an individual basis that not only the LTA but also parts of the STA or the STA as a whole may be awarded in shares until the shareholding obligation is fulfilled. This will enable compliance with the shareholding obligation to be achieved more
quickly.
5. Temporary deviation from the compensation
system
Pursuant to § 87a (2) sentence 2 Stock Corporation Act, it is possible in exceptional cases to temporarily deviate from individual elements of the described compensation system if this is necessary in the interests of the long-term well-being of Deutsche Bank. In such a case, the Supervisory Board declares the case as exceptional and resolves on the basis of a proposal of the Compensation Control Committee on the deviations
to
be
taken.
It
remains
necessary
also
in
the
case
of
a
deviation
to
align
the compensation to the company’s long-term, sustainable development and to ensure it is in accordance with the company’s earnings and the Management Board member’s performance. The compensation components which may deviate from the previously described regulations are fringe benefits as a component of
non-performance-related
47
compensation as well as the performance criteria for variable compensation. The exceptional case as well as the deviations taken are presented in the Compensation Report.
Ad Item 9
Compensation of members of the Supervisory Board
1. Existing structure of Supervisory Board
compensation
The compensation of the Supervisory Board members is regulated in § 14 of the Articles of Association of Deutsche Bank Aktiengesellschaft. According to this, the Supervisory
Board
members
receive
a
fixed
annual
compensation,
whereby
the
annual base compensation for each Supervisory Board member amounts to €100,000, twice that amount \(i.e. €200,000\) for the Supervisory Board Chairperson and 1.5 times that amount \(i.e. €150,000\) for the Deputy
Chairperson.
Additional fixed annual compensation is paid to the Supervisory Board members for memberships in the Committees of the Supervisory Board, whereby distinctions are made between the committees and between the committee chair and ordinary members:
Members of the Integrity Committee, Audit Committee and Risk Committee receive an additional annual fixed compensation of €100,000 each per membership in one of the committees specified above. The chairs receive an additional annual fixed compensation of €200,000 each per chair of one of the committees specified above.
Members and the chair of the Mediation Committee do not receive any additional compensation.
Members
of the other committees receive an additional annual fixed compensation of €50,000 per membership in one of the other committees. The chairs of the other committees receive an additional annual fixed compensation of €100,000 per chair of one of the other committees.
75% of the total amount of annual fixed compensation determined pursuant to the stipulations above attributable to a Supervisory Board member is paid to the Supervisory Board member within the first three months of the respective following year.
The
other
25%
is
converted
into
shares
by
the
company
as
of
the
disbursal
date based on the average share prices in exchange trading on the 10 trading days preceding
the
disbursement.
The
share
value
of
the
number
of
shares
thus
determined is paid to the Supervisory Board member in February of the year following his or her departure
from
the
Supervisory
Board
based
on
the
10-day
average
price
of
the
share in exchange trading on the last ten trading days of the preceding January \(if the member is leaving the Supervisory Board for important cause, there is no
payment\).
48
The Supervisory Board members are furthermore reimbursed for the cash expenses they incur in the performance of their office, including any value added tax (VAT) on their compensation and reimbursements of expenses. Any employer contributions to social security schemes that may be applicable under foreign law to the performance of
their
Supervisory
Board
work
shall
also
be
paid
for
each
Supervisory
Board
member affected by the company \(pursuant to German law, employer contributions to social security
schemes
for
the
performance
of
supervisory
board
work
are
not
applicable,
as supervisory board members, pursuant to German law, are not actually employees of the company\). Furthermore, the Supervisory Board Chairman is reimbursed appropriately for travel expenses incurred in performing representative tasks due to his function and for costs for the security measures required based on his function. Finally, in the interest of the company, the members of the Supervisory Board are included, with a deductible, in a financial liability insurance policy that is held by the company, if any, with an appropriate amount of coverage. The premiums for this are paid by the company. Currently, the members of the Supervisory Board are included in such a financial liability policy; the deductible currently amounts to 1.5 times the respective total fixed compensation attributable to the Supervisory Board
member.
The wording of § 14 of the Articles of Association is as follows: “§ 14
1) The
members
of
the
Supervisory
Board
receive
a
fixed
annual
compensation \(“Supervisory Board Compensation”\). The annual base compensation
amounts to €100,000 for each Supervisory Board member, the Supervisory Board Chairman receives twice that amount and the Deputy Chairperson one and a half times that amount.
2) Members and chairs of the Committees of the Supervisory Board are paid additional fixed annual compensation as
follows:
a.) For Integrity Committee, Audit Committee and Risk Committee work: Chair: €200,000, members: €100,000.
b.) For Mediation Committee work:
No additional compensation
c.) For work on any other
committee:
Chair: €100,000, members:
€50,000.
3) 75% of the compensation determined according to paragraphs 1 to 2 is disbursed to each Supervisory Board member after submitting invoices within the first three months of the following year. The other 25% is converted by the company at the same time into company shares based on the average closing price on the Frankfurt Stock Exchange (Xetra or successor system) during the last
ten
trading
days
of
the
preceding
January,
calculated
to
three
digits
after
49
the decimal point. The share value of this number of shares is paid to the respective Supervisory Board member in February of the year following his departure from the Supervisory Board, or the expiration of his term of office, based on the average closing price on the Frankfurt Stock Exchange (Xetra or successor system) during the last ten trading days of the preceding January, provided
that
the
member
is
not
leaving
the
Supervisory
Board
due
to
important cause which would have justified
dismissal.
4) In case of a change in the Supervisory Board membership during the year, the
compensation
for
the
financial
year
will
be
paid
on
a
pro
rata
basis,
rounded up/down to full months. For the year of departure, the entire compensation is paid
in
cash;
the
forfeiture
regulation
in
paragraph
3
sentence
3
applies
to
25% of the compensation for that financial
year.
5) The company reimburses the Supervisory Board members for the cash expenses they incur in the performance of their office, including any turnover tax (VAT) on their compensation and reimbursements of expenses. Furthermore, any employer contributions to social security schemes that may be applicable under foreign law to the performance of their Supervisory Board work shall be paid for each Supervisory Board member affected. Finally, the Supervisory Board Chairman will be reimbursed appropriately for travel expenses incurred in performing representative tasks due to his function and reimbursed for costs for the security measures required based on his
function.
6) In the interest of the company, the members of the Supervisory Board will be
included
in
an
appropriate
amount,
with
a
deductible,
in
any
financial
liability insurance policy held by the company. The premiums for this are paid by the company.
7) The above provisions are applicable for the first time for the financial year beginning on January 1, 2013 (compensation year), and replace the previous provisions in the Articles of Association with effect from this
date.”
2. Review of the appropriateness of Supervisory Board
compensation
Within the framework of the Supervisory Board’s self-assessment, which is legally required to be performed at financial institutions at least annually since 2014 pursuant to § 25d (11) sentence 1 Nos. 3 and 4 German Banking Act, the Supervisory Board regularly addresses the appropriateness of the compensation system set out in § 14 of the Articles of Association and the amounts of compensation specified there. Furthermore, the compensation of the Supervisory Board is reviewed by the Chairman’s Committee and the Compensation Control Committee
of
the
Supervisory
Board.
In
2020
and
2021,
the
Chairman’s
Committee and
the
Compensation
Control
Committee
as
well
as
the
Supervisory
Board
plenum addressed the structuring of the Supervisory Board’s compensation at several meetings. In this context, a comparison was made to the supervisory
board
50
compensation at other large stock corporations in Germany as well as to the compensation for members of the supervisory bodies of major banks under the European Union’s Single Supervisory Mechanism (SSM), which also includes Deutsche Bank Aktiengesellschaft. The Management Board and Supervisory Board
continue
to
consider
the
Supervisory
Board
compensation
and
its
underlying compensation system as set out in § 14 of the Articles of Association to be appropriate. However, it became apparent that the tasks of the Technology, Data and Innovation Committee, currently in light of the key role of technologies and innovations
within
the
framework
of
executing
the
bank’s
strategy
and
prospectively in the future during the transformation phase, require efforts on the part of its members that match those of the Audit Committee, Risk Committee and Integrity Committee, so that their compensation should also be increased accordingly. Therefore, a corresponding amendment to the Articles of Association is being proposed to the General Meeting on May 27,
2021.
3. Contribution to fostering the business strategy and the long-term development of the
company
As the compensation of the Supervisory Board members is structured solely as fixed
compensation
and
does
not
have
any
variable
compensation
component
that depends on the achievement of certain targets or performances, it can only be aligned to a limited extent to fostering the business strategy and the long-term development of the company. However, through the conversion of a portion of the annual fixed compensation into \(virtual\) shares based on the respectively current share price on the stock exchange and the payment of the equivalent amount in cash calculated on the basis of the number of the virtual shares determined in this manner at the then current share price on the exchange upon the member’s departure from the Supervisory Board, a portion of the compensation is aligned to the long-term success of the company and offers a corresponding incentive to the Supervisory Board members to foster this during their term of office. Furthermore, through
the
appropriateness
of
Supervisory
Board
compensation,
it
is
ensured
that the company also continues to be in a position to recruit outstandingly qualified candidates for a membership of the Supervisory Board; in this way, too, the Supervisory Board compensation contributes sustainably to fostering the business strategy and the long-term development of the
company.
Variable compensation components would already not be legally admissible pursuant to § 25d (5) sentence 4 German Banking Act for the company’s Supervisory Board compensation. In our opinion, the structure of the Supervisory Board compensation for the most part as purely fixed compensation is also best suited
to
appropriately
reflect
and
foster
the
Supervisory
Board’s
function
to
advise and
monitor.
The
Supervisory
Board
is
thus
enabled
to
take
its
decisions
objectively and independently from the management in the interests of the company,
without
51
orienting itself potentially in the process to the short-term business successes that could be reflected in a variable compensation.
Ad Item 10
Report of the Management Board to the General Meeting pursuant to
§ 203 \(2\) sentence 2 in conjunction with § 186 \(4\) Stock Corporation Act
The authorization requested under Item 10 of the Agenda is intended to sustain and broaden the company’s equity capital base and is to replace the already existing authorized capital. The availability of appropriate equity capital is the basis for the company’s business development. Even though the company has adequate equity capital
resources
at
its
disposal
at
the
present
time,
it
must
have
the
necessary
scope to be able to obtain equity capital at any time and in accordance with the market situation at the given time.
Through
the
authorization
requested
under
Item
10,
authorized
capital
is
to
be
created in
the
amount
of
€512,000,000,
in
the
utilization
of
which
shareholders
in
principle
have pre-emptive
rights;
this
is
to
replace
the
authorization
approved
by
the
General
Meeting on May 18, 2017, under Agenda Item 12 and limited to April 30, 2022. The Management Board, however, is to be authorized to exclude shareholders’ pre- emptive rights with the approval of the Supervisory Board in certain
cases:
The exclusion of pre-emptive rights for broken amounts permits utilization of the requested authorization in round amounts while retaining a simple subscription ratio. This
facilitates
the
processing
of
shareholders’
pre-emptive
rights.
The
background
for providing the possibility to exclude pre-emptive rights in favor of holders of option rights, convertible bonds and convertible participatory rights 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.
The additional possibility of excluding pre-emptive rights pursuant to § 186 (3) sentence 4 Stock Corporation Act enables Management to exploit favorable stock market situations and, through pricing close to the market, to obtain the highest possible issue proceeds and thus the greatest possible strengthening of own funds capital. This possibility is particularly important to banks in view of the special equity capital
requirements
they
are
subject
to.
The
authorization
ensures
that,
pursuant
to
it, shares may only be issued with the exclusion of shareholders’ pre-emptive rights based on § 186 \(3\) sentence 4 Stock Corporation Act up to the maximum limit of
10%
52
of the
share
capital
to
the
extent
shares
have
not
already
been
issued
or
sold
with
the exclusion of pre-emptive rights during its validity, 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 or conversion rights if the underlying 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.
In
the
event
this
possibility
of
increasing
capital is used, Management will limit any mark-down on the issue price compared with the stock market price to a maximum of presumably 3%, but at any event not more than 5%. In the event of such a capital increase, shareholders who want to maintain their investment ratio have the possibility, in light of the high liquidity of trading in the Deutsche Bank share, to purchase shares on the stock market at conditions that essentially
correspond
to
the
issue
of
the
new
shares.
In
such
case,
this
does
not
result in economic terms to a dilution of shareholders’ equity
interests.
The Management Board may make use of the authorizations above to exclude pre- emptive rights only to the extent that the proportional amount of the newly issued shares with the exclusion of pre-emptive rights does not exceed 10% of the share capital. As a result, the total volume of new shares that can be issued without pre- emptive rights is additionally restricted. Shareholders are protected in this way from a possible dilution of their existing shareholdings. Through the offsetting clauses, it is ensured the Management Board also does not exceed the 10% threshold when it makes use of other authorizations to issue company shares or to issue rights that enable
or
obligate
the
subscription
of
shares
and
shareholders’
pre-emptive
rights
are excluded in the process. Re-disposals of own shares \(for example, within the framework of the payment of variable compensation or through stock exchanges\) are not taken into account in the
offsetting.
There are no specific plans at present for a utilization of the new authorized capital. The Management Board will report to the General Meeting on any utilization of the authorized capital.
Ad Item 11
Report of the Management Board to the General Meeting pursuant to
§ 203 \(2\) sentence 2 in conjunction with § 186 \(4\) Stock Corporation Act
The authorization requested under Item 11 of the Agenda is intended to sustain and broaden the company’s equity capital base and, together with the other authorized capital amounts proposed to this General Meeting, is intended to make a sufficiently broad range of capital instruments available for Management to appropriately react to possible developments over the next few years. The availability of appropriate equity capital is the basis for the company’s business development. Even though the company has adequate equity capital resources at its disposal at the present time, it
53
must have the necessary scope to be able to obtain equity capital at any time and in accordance with the market situation at the given time.
Through
the
authorization
requested
under
Item
11,
authorized
capital
is
to
be
created in the amount of €2,048,000,000, in the utilization of which shareholders in principle have pre-emptive rights; this is to replace the authorization approved by the General Meeting on May 18, 2017, under Agenda Item 13 and limited to April 30, 2022. The Management Board, however, is to be authorized to exclude shareholders’ pre- emptive rights with the approval of the Supervisory Board in certain
cases:
The exclusion of pre-emptive rights for broken amounts permits utilization of the requested authorization in round amounts while retaining a simple subscription ratio. This
facilitates
the
processing
of
shareholders’
pre-emptive
rights.
The
background
for providing the possibility to exclude pre-emptive rights in favor of holders of option rights, convertible bonds and convertible participatory rights 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.
The Management Board may make use of the authorizations above to exclude pre- emptive rights only to the extent that the proportional amount of the newly issued shares with the exclusion of pre-emptive rights does not exceed 10% of the share capital. As a result, the total volume of new shares that can be issued without pre- emptive rights is additionally restricted. Shareholders are protected in this way from a possible dilution of their existing shareholdings. Through the offsetting clauses, it is ensured the Management Board also does not exceed the 10% threshold when it makes use of other authorizations to issue company shares or to issue rights that enable
or
obligate
the
subscription
of
shares
and
shareholders’
pre-emptive
rights
are excluded in the process. Re-disposals of own shares \(for example, within the framework of the payment of variable compensation or through stock exchanges\) are not taken into account in the
offsetting.
There are no specific plans at present for a utilization of the new authorized capital. The Management Board will report to the General Meeting on any utilization of the authorized capital.
54
Ad Item 12
Joint report of the Management Board of Deutsche Bank Aktiengesellschaft, Frankfurt am Main (hereinafter “DB”), and the Executive Directors of VÖB-ZVD Processing GmbH, Frankfurt am Main (hereinafter “VÖB-ZVD”), to the General Meeting pursuant to § 293a Stock Corporation Act on the Control and Profit and Loss Transfer Agreement of March 1, 2021
Preamble
On
March
1,
2021,
DB
and
VÖB-ZVD
concluded
a
Control
and
Profit
and
Loss
Transfer Agreement \(“Inter-Company Agreement”\) on the basis of which VÖB-ZVD places its governance in the hands of DB and undertakes to transfer its entire profit to DB. For its
part,
DB
undertakes
to
offset
a
net
loss
that
would
otherwise
be
incurred
during
the term of the agreement pursuant to § 302 \(1\) Stock Corporation
Act.
The Management Board of DB and the executive management of VÖB-ZVD provide, pursuant to § 293a (1) Stock Corporation Act, the following contract report in which they explain and justify in legal and economic terms the conclusion of the Inter- Company Agreement.
- Economic explanation and justification for concluding the Inter-Company Agreement
The company was founded on October 27, 2000, under the name DVB Processing GmbH and entered into the Commercial Register of the Local Court of Frankfurt am Main with share capital of €100,000 on November 21, 2000. Subsequently, changes took place to the company’s name, first to Betriebs-Center für Banken Processing GmbH and, in 2012, to VÖB-ZVD Processing GmbH. VÖB-ZVD moved its domicile from Frankfurt am Main, with entry in the Commercial Register on January 3, 2018, to Bonn and is listed under the number HRB 23407 in the Commercial Register of the Local Court of Bonn.
Initially with the merger of Deutsche Postbank AG into DB Privat- und Firmenkundenbank AG (hereinafter “DB PFK”), VÖB-ZVD became a direct subsidiary of DB PFK on May 25, 2018. With the merger of DB PFK into DB on May 15, 2020, VÖB-ZVD became a direct subsidiary of DB. DB has a 75% shareholding in the company. The other 25% is held by the Bundesverband Öffentlicher Banken Deutschlands, VÖB, e.V., Berlin (hereinafter: “VÖB”).
On
the
basis
of
the
Trust
Agreement
existing
between
the
shareholders
of
January
13, 2016, VÖB holds its shares as a trustee \(“Trust Participation”\) in its own name but on behalf of and for the account of DB as trustor. On this basis, the shares held by VÖB in trust are attributable at 100% to DB as trustor. The trustee has the contractual obligation
to
exercise
its
\(voting\)
rights
as
shareholder
of
VÖB-ZVD
only
in
accordance with the instructions of and in safeguarding the interests of the trustor
DB.
55
VÖB will approve the Inter-Company Agreement concluded on March 1, 2021, between DB and VÖB-ZVD, without any compensation or severance claims, at the shareholder meeting of VÖB-ZVD.
The
objective
of
the
Inter-Company
Agreement
is
to
include
VÖB-ZVD
in
the
tax
group of DB for corporation tax purposes. Through the inclusion of the company in the tax group for corporation tax purposes, the taxation of a positive or negative taxable income of VÖB-ZVD no longer takes place at the level of VÖB-ZVD. The income is attributed to DB, which pays the taxes on it. Through a tax group for corporation tax purposes,
there
is
a
direct
offsetting
of
the
taxable
results
of
VÖB-ZVD
with
the
taxable results
of
the
domestic
DB
tax
group.
Furthermore,
the
transfers
of
profit
by
VÖB-ZVD under the Inter-Company Agreement do not qualify as profit distributions, i.e. they do not trigger any additional tax charges \(capital gains tax withholdings, non-deductible operating
expenses\).
The purpose of the company VÖB-ZVD is to provide infrastructure and payment processing
services
using
data
and
Internet-based
networks
for
stationary
and
mobile point-of-sale
business,
in
e-commerce
business,
and
in
similar
types
of
business.
This also includes the sales of services to providers, to commercial network operators as well as the transaction business; the acquisition and disposal of licenses and other rights in the payments processing area; the performance of joint tasks of the German banking sector within the framework of payments processing and card
systems.
As of December 31, 2020, VÖB-ZVD reported preliminary total assets amounting to
€142,280,050.44 (prior year €163,773,175.87).
Presentation of the Inter-Company
Agreement
The Inter-Company Agreement is a control and profit and loss transfer agreement pursuant to § 291 (1) Stock Corporation Act.
Control (§ 1)
Through the Inter-Company Agreement, VÖB-ZVD places the governance of its company
in
the
hands
of
DB.
Accordingly,
DB
is
authorized
to
issue
instructions
to
the executive management of VÖB-ZVD regarding the management of the company. VÖB-ZVD undertakes to comply with the instructions of DB. The management and representation of VÖB-ZVD continue to be the responsibility of the executive management of this company. When issuing its instructions, DB will observe the sole responsibility for management on the part of the executive directors of VÖB-ZVD, as prescribed by the Payment Services Supervision Act. DB undertakes not to issue any instructions whose implementation would lead to a breach of duties that the tax group company or its management bodies are subject to under the Payment Services Supervision Act. Furthermore, DB cannot issue instructions to the
executive
56
management of VÖB-ZVD to amend, continue or terminate the Inter-Company Agreement.
Profit transfer, formation of reserves (§ 2, § 4)
In § 2 of the Inter-Company Agreement, VÖB-ZVD undertakes, in addition to and antecedent to forming reserves (§ 4), to transfer its profit to DB in accordance with
§ 301 Stock Corporation Act in its currently applicable version as amended from time to time. Pursuant to § 4 of the Inter-Company Agreement, the Subsidiary may, however, during the term of the Inter-Company Agreement and with the approval of DB, form other new retained earnings to the extent admissible under commercial law and financially justified according to reasonable and prudent business judgement.
Absorption of losses (§ 3)
Pursuant
to
§
3
of
the
Inter-Company
Agreement,
DB
undertakes,
during
the
period
of the
agreement,
to
absorb
the
losses
of
VÖB-ZVD
in
accordance
with
the
provisions
of
§ 302 Stock Corporation Act in its currently applicable version as amended from time to
time.
During
the
term
of
the
agreement,
VÖB-ZVD
shall
not
be
permitted
to
report
a net
loss
in
its
financial
statements,
i.e.
the
corresponding
amount
is
to
be
booked
as
a receivable by VÖB-ZVD with a profit and loss impact before the respective Annual Financial
Statements
are
established.
The
cause
of
the
loss
is
of
no
importance
in
this context.
Entry into force, duration and termination; severability clause (§ 5, 6)
To become effective, the Inter-Company Agreement requires the approval of the General Meeting of DB and of the shareholder meeting of VÖB-ZVD as well as the subsequent entry in the Commercial Register at the domicile of VÖB-ZVD. Not until this time can DB issue instructions pursuant to § 1 of the Inter-Company Agreement. The obligation to transfer a profit or to offset a net loss applies for the first time to the 2021 financial year of VÖB-ZVD.
The
Inter-Company
Agreement
is
concluded
on
a
fixed
basis
until
December
31,
2025, and
shall
be
extended
one
year
at
a
time
after
that,
unless
terminated
in
writing
by
one of
the
parties
to
the
agreement
with
a
six
months’
period
of
notice
before
the
agreement expires. In addition, the parties to the agreement have the possibility to terminate the Inter-Company Agreement for important cause. An important cause can be, in particular, the disposal of or contribution in kind of the tax group participation by the tax
group
parent,
the
merger,
hive-down
or
liquidation
of
the
tax
group
parent
or
of
the tax group parent
company.
Finally,
for
the
event
that
individual
provisions
of
the
agreement
should
have
omissions or
be
void,
invalid
or
unenforceable,
a
customary
“severability
clause”
has
been
agreed that is to ensure an appropriate filling in of any gaps in the
provisions.
57
Ad Item 13
Resume and additional information regarding the candidate proposed for election to the Supervisory Board under Agenda Item 13
Frank Witter
Residence: Braunschweig
Year
of
Birth: 1959
Nationality: German
Position
Supervisory Board member (member of the Management Board of Volkswagen AG until March 31, 2021)
Career
2015 – March 2021
Member of the Board of Management, Finance and Controlling
\(Finance and IT since 2018\)
Volkswagen AG, Wolfsburg
2008 – 2015
Chairman of the Board of Management
Volkswagen Financial Services AG, Braunschweig
2007 – 2008
President and Chief Financial Officer
Volkswagen Credit Inc., USA
as well as Regional Manager North and South America for
Volkswagen Financial Services AG
2005 – 2007
Chief Executive Officer & Chief Financial Officer
Volkswagen of America, Inc., and Volkswagen Canada, Inc.,
USA
2002 – 2004
Chief Financial Officer
Volkswagen of America, Inc., and Volkswagen Canada, Inc.,
58
2001 – 2002
Corporate Treasurer SAirGroup,
SAirGroup, Switzerland
1998
–
2001Corporate
Treasurer
Volkswagen of America, Inc., and Volkswagen Canada, Inc., USA
1992
–
1997Department Head, Capital Markets Business \(Group Treasury\) Volkswagen AG,
Wolfsburg
1986
–
1992Senior Group Leader, Special Financing \(Treasury\) BASF AG, Ludwigshafen
Education
1980
–
1986Studies in Economics, Economics degree, University
of
Hannover
1978
–
1980Savings bank apprenticeship, Stadtsparkasse
Hannover
Memberships in statutory supervisory boards in Germany Traton SE, Munich
Memberships in comparable boards
Member of the Board of Directors, Northvolt AB, Stockholm, Sweden, until the end of 31 May 2021
Chairman of the Supervisory Board, VfL Wolfsburg-Fußball GmbH, Wolfsburg
Total number of shares 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, 3,701,533 of these no par value shares consist of own shares held in treasury, which do not grant any rights to the
company.
59
General Meeting without the physical presence of shareholders or their representatives
On the basis of § 1 of the Act on Measures in Company, Cooperative, Association, Foundation and Residential 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
March
27,
2020
\(published
in
the
Federal
Gazette,
Part
I,
on
March 27, 2020, p. 569ff.\), extended and amended by Article 11 of the Act on the Further Shortening
of
Residual
Debt
Exemption
Proceedings
and
the
Adjustment
of
Pandemic- related Regulations in Company, Cooperative, Association and Foundation Law as well as Tenant and Leasehold Law of December 22, 2020 \(published in the Federal Gazette, Part I, on December 30, 2020, p. 3328ff.\), the Management Board decided, with the consent of the Supervisory Board, to hold the General Meeting as a virtual General Meeting without the physical presence of the shareholders or their representatives.
The
General
Meeting
shall
be
held
in
the
physical
presence
of
the
Chair
of
the
General Meeting, members of the Management Board and the Notary Public responsible for the minutes as well as the company’s proxy at the company’s premises in Taunusanlage 12, 60325 Frankfurt am Main,
Germany.
As conducting the General Meeting as a virtual General Meeting on the basis of the
COVID-19
Act
leads
to
several
modifications
in
the
course
of
the
meeting
and in exercising shareholders’ rights, we ask our shareholders to observe in particular the following notices on the possibility to watch the audio and video broadcast of the General Meeting, the exercising of voting rights, the right to submit questions and other shareholders’
rights.
Audio and video broadcast and recording of the General Meeting
The
entire
General
Meeting
will
be
broadcast
live
with
audio
and
video
via
the
Internet on May 27, 2021, starting at 09:00 CEST \(= 07:00 UTC\)
at
www.db.com/general-meeting
for shareholders and interested public viewers. Furthermore, the entire General Meeting will be recorded. The physical attendance of shareholders or their representatives (with the exception of proxies appointed by the company) is not permitted at the location of the General Meeting.
60
Registration
for
the
General
Meeting
and
exercising
of
voting
rights;
registration stop
Pursuant to § 17 of the Articles of Association, shareholders who are entered in the share register and have registered in due time with the company are entitled to exercise their voting rights. Such registration must be received by the company by no later than May 21, 2021, 24:00 CEST (= 22:00 UTC) either electronically using the company’s access-protected 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: [email protected]
The data to access the access-protected Shareholder Portal are sent to shareholders listed in the share register who have not registered for electronic invitation dispatch, and therefore only receive a written invitation per post, along with the invitation to the General Meeting. Shareholders who have already registered in the access-protected Shareholder Portal can access the Shareholder Portal using the access data they have.
When registering using the form sent to you, you can choose to submit your votes through an authorized representative (proxy) (e.g., a credit institution, a shareholders’ association or a proxy appointed by the company) or through absentee voting. When registering
through
the
access-protected
Shareholder
Portal,
you
can
choose
to
submit your votes through a proxy of the company or through absentee voting. In any case, you can also mark how you cast your votes on the individual Agenda Items. If a selection is not made upon registration, for technical reasons, absentee voting and abstaining on all the Agenda Items are the default settings in our system for the exercising of the voting rights. Changes to the voting method and a change from absentee
voting
to
issuing
a
power
of
attorney
\(proxy\)
and
instructions
are
possible
as described in more detail
below.
Pursuant
to
§
67
\(2\)
sentence
1
Stock
Corporation
Act,
only
those
who
are
listed
in
the share register as shareholders can exercise shareholders’ rights in relation to 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 voting rights entitled to a shareholder properly registered for 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 21, 2021 \(“technical record date”\), and the conclusion of the General Meeting. Therefore, the entry status in the share register on the day
of
61
the General Meeting will correspond to the status after the last change of registration on May 21, 2021. 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
21,
2021,
however,
cannot
de
facto
exercise
the
rights
to
vote
and other shareholders’ 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 shareholders’ 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 be represented by an authorized
representative
–
for
example,
intermediaries
\(such
as
a
credit
institution\)
or a shareholders’ association – and have their voting rights exercised by means of absentee
voting
or
by
issuing
a
sub-proxy
authorization
to
the
company’s
proxies.
The issuing 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
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 to be able to issue powers of attorney (proxy authorization).
Proof of the proxy authorization vis-à-vis the company can also be sent electronically to the following e-mail address:
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 and the instructions
to
the
company’s
proxies
can
be
issued
in
writing
until
May
21,
2021,
24:00 CEST \(= 22:00 UTC\) \(date of receipt\) to the following
address:
62
Deutsche Bank Aktiengesellschaft
Aktionärsservice
Postfach 14 60
61365 Friedrichsdorf
Germany
Powers of attorney and instructions or changes to instructions for the company’s proxies received per post after May 21, 2021, will not be taken into account.
Furthermore, there is also the possibility to issue or change the power of attorney and instructions
to
the
company
employees
appointed
as
proxies
electronically
in
advance but
also
still
during
the
General
Meeting
on
May
27,
2021,
up
until
the
beginning
of
the voting
on
the
Agenda
Items
\(the
Chair
of
the
General
Meeting
will
point
out
in
due
time when the opportunity for such submissions ends\) electronically using the access- protected Shareholder Portal \(netvote.db.com\). Entering access data is necessary to use
the
access-protected
Shareholder
Portal.
The
data
to
access
the
access-protected Shareholder Portal are sent to shareholders listed in the share register who have not registered for electronic invitation dispatch, and therefore only receive a written invitation
per
post,
along
with
the
invitation
to
the
General
Meeting.
Shareholders
who have already registered in the access-protected Shareholder Portal can access the Shareholder Portal using the access data they
have.
Please note that, for already issued proxy authorizations and instructions, a change from a proxy authorization and instructions issued to proxies of the company to absentee
voting
is
only
possible
after
May
21,
2021,
for
technical
reasons,
through
the access-protected Shareholder Portal, and in this case also only until May 25, 2021, 24:00 CEST \(= 22:00 UTC\).
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 21, 2021, 24:00 CEST \(= 22:00 UTC\) \(date of receipt\). For absentee voting in writing, please use the personalized registration form sent to you and return it to the following
address:
63
Deutsche Bank Aktiengesellschaft
Aktionärsservice
Postfach 14 60
61365 Friedrichsdorf
Germany
e-mail: [email protected]
In order to register for absentee voting and to submit your absentee ballot using electronic communication, please use the access-protected Shareholder Portal (netvote.db.com) for this. Entering access data is necessary to use the access- protected Shareholder Portal. The data to access the access-protected Shareholder Portal are sent to shareholders listed in the share register who have not registered for electronic invitation dispatch, and therefore only receive a written invitation per post, along with the invitation to the General Meeting. Shareholders who have already registered in the access-protected Shareholder Portal can access the Shareholder Portal using the access data they have.
After May 21, 2021 (date of receipt), 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
21,
2021,
using the access-protected Shareholder Portal. For this, too, entering access data is necessary to use the access-protected Shareholder Portal. The data to access the access-protected Shareholder Portal are sent to shareholders listed in the share register who have not registered for electronic invitation dispatch, and therefore only receive a written invitation per post, along with the invitation to the General Meeting. Shareholders
who
have
already
registered
in
the
access-protected
Shareholder
Portal can
access
the
Shareholder
Portal
using
the
access
data
they
have.
The
possibility
to enter changes ends on the day of the General Meeting immediately before the beginning of the voting on the Agenda Items; the Chair of the General Meeting will point this out in due
time.
Please
note
that
for
already
submitted
absentee
ballots
a
change
from
absentee
voting to the issuing of a proxy authorization and instructions to proxies of the company is only possible after May 21, 2021, for technical reasons, through the access-protected Shareholder Portal, and only until May 25, 2021, 24:00 CEST \(= 22:00
UTC\).
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.
64
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: [email protected]
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 website specified above 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 \(2\) 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 at the latest by Monday, April 26, 2021, 24:00 CEST (= 22:00 UTC). Please send such requests to the following address:
Deutsche Bank Aktiengesellschaft
Management Board
60262 Frankfurt am Main Germany
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.
65
Shareholders’ counterproposals and election proposals pursuant to § 126 \(1\), § 127 Stock Corporation Act
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: [email protected]
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 Wednesday, May 12, 2021,
24:00
CEST
\(=
22:00
UTC\),
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 \(if any\) 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 \(for Supervisory Board candidates\) 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.
Counterproposals and election proposals that have to be made accessible by the company
in
advance
in
accordance
with
§
126
and
§
127
Stock
Corporation
Act
apply as placed at the General Meeting if the shareholder submitting the application or proposal is registered in the share register and has duly registered for the General Meeting.
66
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
The
concept
of
the
virtual
General
Meeting,
regulated
in
the
COVID-19
Act,
without
the presence
of
shareholders
and
their
representatives
does
not
provide
that
shareholders can make spoken contributions to the General
Meeting.
In addition to the limited opportunity described in more detail below to nonetheless provide spoken comments during the General Meeting through audio and video, shareholders will also be given the opportunity to submit statements relating to the Agenda for publication by the company on the company’s website before the General Meeting.
It is requested that such statements be submitted while specifying name and shareholder number by May 21, 2021, by 12:00 CEST (= 10:00 UTC), in text form under the following address, fax number or e-mail address:
Deutsche Bank Aktiengesellschaft
Investor Relations
60262 Frankfurt am Main
Germany
e-mail: [email protected]
Telefax: +49 69 910 38591
The length of a statement should not exceed 10,000 characters.
Statements will be published while disclosing the submitting shareholder’s name. A publication can only take place therefore if the shareholder upon the submission expressly states his or her consent to the disclosure of his or her name in the publication.
It
should
be
noted
that
there
is
no
legal
claim
to
the
publication
of
a
statement
and
that the company reserves the right in particular not to publish statements with offensive content, content that could qualify as a criminal offence, obviously false or misleading content or content without any recognizable 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 time and date specified above at the address, fax number or
e-mail
address
specified
above.
Likewise,
the
company
reserves
the
right
to
publish only one statement per
shareholder.
It should be noted that questions, counterproposals and election proposals are to be submitted solely in the manner described in the section “Shareholders’ counterproposals and election proposals pursuant to § 126 (1), § 127 Stock Corporation
Act”
and
in
the
section
“Submission
of
questions
by
electronic
means”
and
67
that therefore questions, counterproposals and election proposals that are contained in statements published pursuant to this section cannot be considered.
Opportunity to provide spoken comments during the General Meeting
The
concept
of
the
virtual
General
Meeting,
regulated
in
the
COVID-19
Act,
without
the presence
of
shareholders
and
their
representatives
does
not
provide
that
shareholders can speak during the General
Meeting.
The company nevertheless plans to give shareholders and shareholder representatives
the
opportunity
to
make
spoken
comments
during
the
General
Meeting through live broadcast of audio and video within a prescribed, limited period of time and subject to the certainty of being able to end the General Meeting within a reasonable timeframe on the same day. Spoken comments can only be provided by shareholders who have duly registered for the General Meeting. Shareholders who would like to provide spoken comments have to register separately using the button “Register to speak” in the Shareholder Portal. When registering for such spoken comments, shareholders must also declare their consent to the disclosure of their names by the Chair of the General Meeting in the audio and video broadcast of the General Meeting. The button “Register to speak” will be activated in the Shareholder Portal
exclusively
on
the
day
before
the
General
Meeting,
i.e.
on
Wednesday,
May
26, 2021,
from
10:00
to
12:00
CEST
\(=
08:00
to
10:00
UTC\)
for
the
registration
of
spoken comments. Shareholders who would like to register for spoken comments will have to enter
their
contact
information
in
the
registration
field
provided.
Subsequently,
each
of the shareholders will be contacted using the specified contact information to arrange an appointment for a functionality test of their audio and video connection before the beginning of the General Meeting. Once the functionality of the audio and video connection has been assured, the shareholder will receive additional technical information along with a personalized link through which he or she can establish a connection for the audio and video broadcast at the relevant time during the General Meeting.
It should be noted that there is no legal claim to be allowed to provide spoken comments and that the company reserves the right in particular to directly switch off the
audio
and
video
transmission
when
the
comments
have
offensive
content,
content that
could
qualify
as
a
criminal
offence,
obviously
false
or
misleading
content
or
content without any recognizable reference to the Agenda of the General Meeting. Spoken comments
must
be
made
in
German.
A
neutral
background
is
to
be
used
for
the
video broadcast. A period in total of one hour during the General Meeting is planned for all spoken comments of shareholders. The Chair of the General Meeting may, however, decide to shorten the total time available for spoken comments, or not to allow any spoken comments, if the time necessary for answering the properly submitted questions does not permit a longer speaking time or a speaking time in general. Furthermore,
the
speaking
time
per
shareholder
may
be
restricted
depending
on
the
68
number of properly registered spoken comments. Should more than 20 registrations for
spoken
comments
be
received,
the
company
will
allot
up
to
5
spoken
comments
to shareholder associations and investment fund companies with a holding representing more
than
€1,000,000
nominal,
and
the
remaining
spoken
comments
will
be
raffled
by the company among the other registered parties under Notary Public supervision. Should more than 5 shareholder associations and investment fund companies with a holding
representing
more
than
€1,000,000
nominal
register
for
spoken
comments,
the 5
spoken
comments
reserved
for
them
will
be
raffled
among
them
under
Notary
Public supervision. The shareholder or the shareholder representative will be notified of the length of time available to speak when the personalized link for the audio and video connection is sent and the Chair of the General Meeting will also point this out again during the General Meeting. Once the speaking time available has ended, the transmission of the comments to the General Meeting will be
deactivated.
The order of the spoken comments is set by the Chair of the General Meeting.
The registration of spoken comments is exclusively possible in the manner described above using the company’s access-protected Shareholder Portal (netvote.db.com). The data to access the access-protected Shareholder Portal are sent to shareholders listed in the share register who have not registered for electronic invitation dispatch, and therefore only receive a written invitation per post, along with the invitation to the General Meeting. Shareholders who have already registered in the access-protected Shareholder Portal can access the Shareholder Portal using the access data they have.
It should be noted that questions (including follow-up questions about questions submitted in advance) are to be submitted only in the manner described below in the section “Submission of questions by electronic means” and therefore questions (including follow-up questions about questions submitted in advance) that are contained in the spoken comments provided during the General Meeting pursuant to this
section
cannot
be
considered
and
cannot
be
answered.
Likewise,
neither
can
any counterproposals
or
election
proposals
be
considered
that
are
contained
in
the
spoken comments provided during the General Meeting pursuant to this section. Instead, counterproposals and election proposals are to be submitted solely in the manner described in the section “Shareholders’ counterproposals and election proposals pursuant to § 126 \(1\), § 127 Stock Corporation Act” and they then apply under the conditions described there as placed at the General
Meeting.
Shareholders who make use of the possibility to submit spoken comments in audio and video during the General Meeting should note that the entire General Meeting, including such spoken comments, will be broadcast as described above live on the Internet
for
shareholders
and
interested
public
viewers
without
access
restrictions
and the entire General Meeting, including the corresponding spoken comments, will be recorded.
A
publicly
accessible
download
of
the
recording
shall
not
be
made
available
69
after
the
General
Meeting
on
the
company’s
website.
Please
note
that
the
Chair
of
the General Meeting will call up the shareholder scheduled to provide spoken comments while specifying his or her
name.
Submission of questions by electronic means
Based
on
§
1
\(2\)
sentence
1
No.
3,
sentence
2
second
half-sentence
of
the
COVID-19 Act, the Management Board decided with the approval of the Supervisory Board that shareholders must submit their questions to the company at the latest one day before the General Meeting, i.e. by May 25, 2021, 24:00 CEST \(= 22:00 UTC\) by electronic means. The Management Board will decide in accordance with its duties at its own discretion how to answer the properly submitted questions. During the General Meeting, a shareholder who properly submitted his or her questions in advance will have
the
opportunity
as
described
below
to
place
follow-up
questions
to
a
limited
extent related to his/her own
questions.
Only
shareholders
duly
registered
for
the
General
Meeting
may
submit
their
questions. Questions may only be submitted using the access-protected Shareholder Portal of the company \(netvote.db.com\). The data to access the access-protected Shareholder Portal are sent to shareholders listed in the share register who have not registered for electronic invitation dispatch, and therefore only receive a written invitation per post, along with the invitation to the General Meeting. Shareholders who have already registered in the access-protected Shareholder Portal can access the Shareholder Portal using the access data they
have.
In a restricted scope and in accordance with the rules described below, the company plans
to
allow
follow-up
questions
during
the
General
Meeting
regarding
questions
that are properly submitted in advance. The submission of follow-up questions will be allowed
for
a
specific
period
during
the
General
Meeting.
Follow-up
questions
can
only be considered if they are submitted by the shareholder who placed the question that the follow-up question refers to. New questions or follow-up questions concerning questions placed by other shareholders during the General Meeting cannot be considered. Follow-up questions may be submitted during the General Meeting using the access-protected Shareholder Portal \(netvote.db.com\) while specifying the question
submitted
in
advance
that
the
follow-up
question
refers
to.
The
data
to
access the access-protected Shareholder Portal are sent to shareholders listed in the share register who have not registered for electronic invitation dispatch, and therefore only receive a written invitation per post, along with the invitation to the General Meeting. Shareholders
who
have
already
registered
in
the
access-protected
Shareholder
Portal can
access
the
Shareholder
Portal
using
the
access
data
they
have.
The
possibility
to submit follow-up questions is limited per shareholder to two follow-up questions and a question length of in each case 500 characters \(including
spaces\).
70
The company reserves the right not to allow follow-up questions, also those properly submitted, and not to answer them if the time required for answering the questions properly submitted in advance of the General Meeting does not allow this.
In answering the questions during the General Meeting, the name of the questioner can only be disclosed (insofar as the questions are answered individually) if the consent
to
the
disclosure
of
the
name
was
explicitly
stated
upon
the
submission
of
the question. Please note that the entire General Meeting will be broadcast as described above live on the Internet for shareholders and interested public viewers without access restrictions. The same applies correspondingly to any preliminary publication of
questions
and
possibly
of
answers
on
the
company’s
Internet
website
in
advance
of the
General
Meeting:
In
this
case,
too,
the
name
of
the
questioner
will
only
be
disclosed if he or she explicitly states his or her consent to the disclosure of his or her
name.
Objections against resolutions of the General Meeting
Shareholders who have exercised their right to vote by means of absentee voting (in writing or by electronic means) or by way of proxy authorization may, by electronic means, declare their objection to the resolutions of the General Meeting to the Notary Public responsible for the minutes of the General Meeting. Such declarations of objection may be sent to the Notary Public via the e-mail address
and
are
possible
from
the
opening
of
the
General
Meeting
until
its
closing
by
the
Chair of the General Meeting. The declaration shall be accompanied by evidence of 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.
71
Further information on the voting pursuant to Table 3 of the Implementing Regulation \(EU\) 2018/1212
No resolution proposal is submitted under Agenda Item 1, and thus no voting on it is provided for (cf. Item 1 for explanation). Under the Agenda Items 2 to 7 and 9 to 13, the announced resolution proposals and election proposals are subject to binding votes; under Agenda Item 8, the announced resolution proposal is subject to an advisory vote. For all voting, the shareholders can in each case vote “Yes” (vote in favor) or “No” (vote against) or abstain from voting (abstention), i.e., not participate in the voting.
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
access-protected
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: [email protected]
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: [email protected]
72
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 requires that registered shares be entered into the company’s share register stating the name, date of birth and address (postal and electronic 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 § 67ff. 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 perform 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
73
General Meeting. This data processing does not involve fully automated decision- making as defined by Article 22 General Data Protection Regulation.
We only make use of the data shareholders provide about a person authorized to exercise their shareholder rights 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 you submit your votes through a proxy of the company, other shareholders of the company, 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 \(4\) Stock Corporation Act. If you make use of the opportunity to speak at the General Meeting, you are from a legal perspective a participant of the General Meeting and will be entered as such in the list of participants. The persons specified above may then also view your personal data in the list of participants.
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
74
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.
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, March 2021
Deutsche Bank Aktiengesellschaft The Management Board
75
Deutsche Bank Aktiengesellschaft
Taunusanlage 12
60262 Frankfurt am Main
Germany
Telephone: +49 69 9 10 00
[email protected]
Contact for Shareholders
+
49 800 9 10 80 00
AGM Hotline
+ 49 61 96 8 87 07 04
Exhibit 99.3
General Meeting 20
ation on Agenda Item 1 and Shareholders’ Rights
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.
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 March 27, 2020 \(published in the Federal Gazette, Part I, on March 27, 2020, p. 569ff.\), extended and amended by Article 11 of the Act on the Further Shortening of Residual Debt Exemption Proceedings and the Adjustment of Pandemic-related Regulations in Company, Cooperative,
Association
and
Foundation
Law
as
well
as
Tenant
and
Leasehold
Law of December 22, 2020 \(published in the Federal Gazette, Part I, on December 30, 2020, p. 3328ff.\), 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 Monday, April 26, 2021, midnight \(CEST\). Requests received after this date will not
be
considered. The address of the Management Board is as follows:
Deutsche Bank Aktiengesellschaft 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 \(2\) \(Calling of a meeting at the request of a minority\)
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 date the request is received and that they hold the shares until the management board decides on the request. § 121 \(7\) shall be applied accordingly.In
the same manner, shareholderswhose aggregateshareholdingsamount 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
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
the
requirements
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: [email protected] 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 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
12, 2021,
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.
Counterproposals
and
election
proposals
that
have
to
be
made
accessible
by
the company in advance in accordance with § 126 and § 127 Stock Corporation Act apply as placed at the General Meeting if the shareholder submitting the application or proposal has been properly legitimated and registered for the General
Meeting.
Below is the wording of the regulations of the COVID-19 Act and 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
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.
A
counterproposal and the grounds for this need not be published ifthe 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
beenpublished 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 represented has voted in favour of such
counterproposal;the shareholder indicates that he will neither attend nor be represented at the general meeting;
orwithin 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.
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 thegrounds.
§ 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, \(2\), \(3\) \(Communications to shareholders and supervisory board members\)
1) ^1^ The management board of a company that has not exclusively issued registered shares shall, at least 21 days before the meeting, announce the convening of the meeting to the
following:
Intermediaries that have shares of the company in
custody,shareholders and intermediaries who requested the
announcement,shareholders’ associations which requested the announcement or had exercised
voting rights on behalf of shareholders in the preceding general meeting.
[…] ^5^ In the case of listed companies, any proposal for the 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 of a company that has issued registered shares shall provide the same announcement to those who are registered as in the company’s
share
register
at
the
beginning
of
the
21st
day
before
the
meeting as well as to the shareholders and intermediaries who requested the announcement and to the shareholders’ associations which requested the announcement
or
had
exercised
voting
rights
on
behalf
of
shareholders
in
the preceding general
meeting.
3) Each
member
of
the
supervisory
board
may
request
that
the
management board send the same communications to
him.
§ 1 \(2\) sentence 3 of the COVID-19 Act
[…] ^3^ Counterproposals and election proposals that have to be made accessible by the company in advance in accordance with § 126 and § 127 Stock Corporation Act apply as placed at the general meeting if the shareholder submitting the application or proposal has been properly legitimated and registered for the general meeting.
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 one day before the General Meeting. The Management Board will decide in its own dutiful discretion how to answer the
questions.
Questions must be submitted by Tuesday, May 25, 2021, 24:00 (CEST) via the access-protected
Shareholder
Portal
of
the
company
\(netvote.db.com\).
The
data to
access
the
access-protected
Shareholder
Portal
are
sent
to
shareholders
listed in the share register who have not registered for electronic invitation dispatch, and therefore only receive a written invitation per post, along with the invitation to
the
General
Meeting.
Shareholders
who
have
already
registered
in
the
access- protected
Shareholder
Portal
can
access
the
Shareholder
Portal
using
the
access data they
have.
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 right to submit questions by electronic means,
[…]
The Management Board decides in its own dutiful how to answer the questions;
it
may
also
stipulate
that
questions
must
be
submitted
at
the
latest one day before the meeting by electronic means.