6-K
Deutsche Bank Aktiengesellschaft (DB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
Under the Securities Exchange Act of 1934
For the month of March 2022
Commission File Number 1-15242
DeutscheBank Corporation
(Translation of Registrant’s Name Into English)
Deutsche Bank AktiengesellschaftTaunusanlage 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 as exhibits documents published by Deutsche Bank AG. This Report on Form 6-K and the exhibits hereto are hereby incorporated by reference into Registration Statement No. 333-258403 of Deutsche Bank AG.
Exhibits
Exhibit 99.1: Release published by Deutsche Bank AG on March 8, 2022, containing disclosure on a share buyback.
Exhibit 99.2: Media Release published by Deutsche Bank AG on March 9, 2022, entitled “Deutsche Bank reports very limited Russia exposure”.
Forward-looking statements contain risks
This report contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations. Any statement in this report that states our intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These statements are based on plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.
By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which we derive a substantial portion of our trading revenues, potential defaults of borrowers or trading counterparties, the implementation of our strategic initiatives, the reliability of our risk management policies, procedures and methods, and other risks referenced in our filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in our 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.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Deutsche Bank Aktiengesellschaft
Date: March 9, 2022
| By: | /s/ Brigitte Bomm |
|---|---|
| Name: | Brigitte Bomm |
| Title: | Managing Director |
| By: | /s/ Mathias Otto |
| --- | --- |
| Name: | Mathias Otto |
| Title: | Managing Director and Senior Counsel |
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Deutsche Bank Aktiengesellschaft 6-K
Exhibit 99.1
Deutsche Bank
Release
| Frankfurt<br> am Main | 8<br> March 2022 |
|---|
Disclosure on a share buyback pursuant to Art. 5(1) lit. a) of Regulation (EU) No. 596/2014 and Art. 2(1) of Delegated Regulation (EU) No. 2016/1052
The share buyback approved by the European Central Bank and resolved by the management board of Deutsche Bank Aktiengesellschaft (DBAG) on 26 January and 1 March 2022 and announced in the ad hoc announcement dated 26 January 2022 (the Share Buyback) will start on 14 March 2022 and will end no later than 27 April 2022 (subject to regulatory approval remaining in place). Under the Share Buyback, shares of DB AG (ISIN: DE0005140008) with a value of up to EUR 300 million (excluding ancillary purchase costs) will be purchased. The purpose of the Share Buyback is to reduce the share capital of DB AG and therefore shares purchased under the Share Buyback will be cancelled. The management board is making use of the authorization granted by the general meeting (the AGM) of DB AG on 27 May 2021 to acquire own shares in accordance with section 71(1) no. 8 of the German Stock Corporation Act (Aktiengesetz), which allows the acquisition of a maximum of 10% of the share capital until 30 April 2026. Therefore, the maximum number of shares that may be purchased is 171 million shares being the number of shares DB AG is still authorized to repurchase under the authorization of the AGM.
The share buyback will be carried out by a financial service provider (Broker) mandated by DB AG which will follow a “time-scheduled buyback program” within the meaning of Art. 4(2) lit. a) of Delegated Regulation (EU) No. 2016/1052 (the DRO) and on-sell purchased shares to DB AG. The right of DB AG to terminate and reassign the Broker’s mandate remains unaffected and the Share Buyback may be stopped, interrupted and continued at any time in accordance with the legal requirements to be observed.
No purchases will be made in the United States.
The purchase shall be executed as favorably as possible, in a manner that preserves interests and on the electronic trading platform of the Frankfurt Stock Exchange (Xetra) and in accordance with the provisions of the authorization of the AGM. Accordingly, 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 DB AG’s 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.
| Issued<br> by the media relations department of Deutsche Bank AG<br><br> Taunusanlage 12, 60325 Frankfurt am Main<br><br> Phone +49 (0) 69 910 43800, Fax +49 (0) 69 910 33422 | Internet: db.com/news<br><br> <br>Email: [email protected] |
|---|
In addition, the Broker is obliged to comply with the applicable legal requirements and, in particular, with the trading conditions pursuant to Art. 3 DRO, as well as with all other relevant provisions. Pursuant to Art. 3 DRO, among other things, shares in DB AG may not be purchased at a price that is higher than the price of the last independent trade or higher than the price of the last highest independent bid on the trading venue on which the purchase takes place. The higher of the two values is decisive. In addition, no more than 25% of the average daily share turnover on the stock exchange on which the respective purchase is made may be acquired on any one day. The average share turnover is derived from the average daily trading volume on the 20 trading days prior to the specific purchase date.
The purchases will be disclosed in a manner that complies with the requirements of Art. 2(3) DRO no later than at the end of the seventh trading day after their execution. In addition, DB AG will publish the transactions on its website at https://investor-relations.db.com/share/share-information/share-buybacks/capital-distribution&language_id=1 and ensure that the information remains publicly accessible for at least five years from the day of announcement.
Independently of the Share Buyback, DB AG has the possibility to purchase own shares and derivatives on own shares and sell own shares, inter alia, to issue staff shares to employees and retired employees of DB AG and its affiliated companies or to use them to service option rights on shares of DB AG and/or rights or duties to purchase shares of DB AG granted to employees or members of executive or non-executive management bodies of DB AG and of affiliated companies. In doing so, DB AG complies with the provisions of the authorization granted by the AGM of DB AG on 27 May 2021.
Contact:
Investor Relations
+49 800 910-8000 (Frankfurt)
Media Relations
| Christian Streckert | Eduard<br> Stipic |
|---|---|
| Phone:<br> +49 69 910 38079 | Phone: +49 69 910 41864 |
| Email:<br> [email protected] | Email: [email protected] |
About Deutsche Bank
Deutsche Bank provides retail and private banking, corporate and transaction banking, lending, asset and wealth management products and services as well as focused investment banking to private individuals, small and medium-sized companies, corporations, governments and institutional investors. Deutsche Bank is the leading bank in Germany with strong European roots and a global network.
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 latest SEC Form 20-F under the heading “Risk Factors”. Copies of this document are readily available upon request or can be downloaded from www.db.com/ir.
Deutsche Bank Aktiengesellschaft 6-K
Exhibit 99.2
Deutsche Bank
Media Release
| Frankfurt<br> am Main | 9<br> March 2022 |
|---|
Deutsche Bank reports very limited Russia exposure
Deutsche Bank (XETRA: DBKGn.DB / NYSE: DB) today provided details of its limited and substantially mitigated risk exposures to Russia and Ukraine, including risks arising from its local operations.
Deutsche Bank has reduced its Russian exposure and local footprint significantly since 2014, with further reductions in the past two weeks. “Our direct exposures are currently very limited and tightly managed. Second- and third-order effects of the current situation, including sanctions and cybersecurity risk, are being carefully evaluated and monitored,” said Stuart Lewis, Chief Risk Officer and Member of the Management Board.
Credit exposures to Russia and Ukraine account for a very small portion of the bank’s overall loan portfolio and are protected by a number of risk mitigants. These include offshore collateral and financial guarantees, while market risk exposures have been significantly reduced prior and subsequent to Russia’s invasion of Ukraine.
As of December 31, 2021, the bank’s credit exposure to Russia and Ukraine was as follows:
| · | Net loan exposure to Russia of € 0.6 billion after taking account<br>of guarantees and asset collateral. Gross loan exposure was € 1.4 billion, around 0.3% of the overall loan book. The bank’s<br>net exposure comprises: |
|---|---|
| o | € 0.5 billion to large Russian companies with material operations and cashflow outside Russia (€ 1.1 billion gross), booked<br>offshore and with de minimis onshore exposure |
| --- | --- |
| o | € 0.1 billion from loans to subsidiaries of large multinational companies (€ 0.3 billion gross), predominantly guaranteed<br>by parent companies, of which around 50% booked offshore |
| --- | --- |
| · | Net loan exposure to Ukraine of € 42 million (€ 0.6 billion<br>gross) |
| --- | --- |
| · | The vast majority of Deutsche Bank’s derivative exposure to<br>Russia has been unwound. The remaining exposure presents no material credit risk as the bank has a net liability position |
| --- | --- |
| · | Offshore loans to counterparties with a Russian connection by the<br>wealth management business were adequately collateralised, and the collateral is not linked to Russia |
| --- | --- |
| Issued<br> by the media relations department of Deutsche Bank AG<br><br> Taunusanlage 12, 60325 Frankfurt am Main<br><br> Phone +49 (0) 69 910 43800, Fax +49 (0) 69 910 33422 | Internet: db.com/news<br><br> <br>Email: [email protected] |
| --- | --- |
Release 1 | 3
In respect of market risk exposure, at the time of Russia’s invasion of Ukraine, Deutsche Bank’s Russia/Ukraine market risk exposure was well contained and the bank had a modest defensive position.
Operational risks are closely monitored
The operational risk arising from a potential closure of Deutsche Bank’s Russian Technology Centre is also well contained. The bank’s technology service centre in Russia is one of several technology centres around the world and presents no significant business continuity risk to the functioning of Deutsche Bank’s global operations. The Centre has some 1,500 employees^1^, approximately 5% of the Group’s internal and external technology workforce.
The bank sees production risk as manageable and has stress-tested the ability of its other technology centres around the world, including in Asia, to cover the Russian service centre’s development capabilities.
Further information on Deutsche Bank’s exposures to Russia and Ukraine is available on the bank’s website: https://investor-relations.db.com/RussiaExposure
^1^As at 31 January 2022
For further information please contact:
Deutsche Bank AG
Media Relations
Investor Relations
Sebastian Krämer-Bach
+49 800 910-8000
Tel. +49 69 910 43330
Email: [email protected]
Christian Streckert
Tel. +49 69 910 38079
Email: [email protected]
Charlie Olivier
Tel. +44 20754 57866
Email: [email protected]
About Deutsche Bank
Deutsche Bank provides retail and private banking, corporate and transaction banking, lending, asset and wealth management products and services as well as focused investment banking to private individuals, small and medium-sized companies, corporations, governments and institutional investors. Deutsche Bank is the leading bank in Germany with strong European roots and a global network.
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.
Release 2 | 3
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 12 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