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6-K Filing
Deutsche Bank (DB) 6-KCurrent report (foreign)
Filed: 8 Mar 24, 12:37pm
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Exhibit 99.1
Articles of Association of Deutsche Bank Aktiengesellschaft
In conformity with the resolutions of the General Meeting Supervisory Board on May 17, 2023 January 31, 2024
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I.General Provisions
§ 1
The stock corporation bears the name
Deutsche Bank
Aktiengesellschaft
It is domiciled in Frankfurt am Main.
§ 2
§ 3
II.Share Capital and Shares
§ 4
It is divided into 2,040,242,9591,994,701,593 no par value shares.
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§ 5
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III.The Management Board
§ 6
§ 7
§ 8
For the purpose of closer contact and business consultation with trade and industry, the Management Board may form Advisory Boards and Regional Advisory Councils, lay down rules of procedure for their business and establish the remuneration of their members. The Supervisory Board shall be informed once a year of any changes in the membership of the Advisory Boards and the Regional Advisory Councils.
IV.The Supervisory Board
§ 9
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§ 10
§ 11
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§ 12
§ 13
a)the granting of general powers of attorney;
b)the acquisition and disposal of real estate in so far as the object involves more than €500,000,000;
c)the granting of credits, including the acquisition of participations in other companies, for which approval of a credit institution’s supervisory body is required under the German Banking Act;
d)the acquisition and disposal of other participations, in so far as the object involves more than €1 billion.
The Supervisory Board must be informed without delay of any acquisition or disposal of such participations involving more than €500,000,000.
§ 14
a)For the Chair of the Audit Committee, the Risk Committee, as well as the Technology, Data and Innovation Committee: €150,000
b)For the Chair of the Chairman’s Committee, the Nomination Committee, the Compensation Control Committee, the Regulatory Oversight Committee as well as the Strategy and Sustainability Committee: €100,000.
If a Supervisory Board member is chair of more than one committee, compensation is only paid for the committee entitled to the highest amount. The Chairman of the Supervisory Board does not receive any additional compensation for chairing of the committees. Members of the committees also do not receive additional compensation.
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Members of the Supervisory Board whose current term of office began before May 17, 2023, will receive the virtual shares cumulatively earned during the current term of office paid out in February 2024 on the basis of the average closing price during the last 10 trading days of the Frankfurt Stock Exchange (Xetra or successor system) of the preceding January.
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V.General Meeting
§ 15
The General Meeting called to adopt the resolutions concerning the ratification of acts of management of the Management Board and the Supervisory Board, the appropriation of profits, the appointment of the annual auditor and, as the case may be, the establishment of the annual financial statements (Ordinary General Meeting) shall be held within the first eight months of each financial year.
§ 16
§ 17
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§ 18
.
§ 19
§ 20
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VI.Annual Statement of Accounts and Appropriation of Profits
§ 21
The financial year of the Company is the calendar year.
§ 22
§ 23
VII.Formation of Deutsche Bank AG
§ 24
The Company was formed by the re-amalgamation of Norddeutsche Bank AG, Deutsche Bank AG West and Süddeutsche Bank AG, which had been disincorporated from Deutsche Bank in 1952 according to the Law on the Regional Scope of Credit Institutions [Gesetz über den Niederlassungsbereich von Kreditinstituten].
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VIII.Contribution and Acquisition Provisions contained in the Disincorporation Agreement of September 27, 1952
§ 25
a)all real estate and similar rights located in the Federal States of Bayern, Baden/Württemberg (now Südweststaat), Hessen and Rheinland-Pfalz,
b)all mortgage rights (including pre-registrations) held for own account on real estate in the Federal States of Bayern, Baden/Württemberg (now Südweststaat), Hessen and Rheinland-Pfalz,
c)all claims and the related securities as well as all other rights and assets recorded in the previous institutions’ books per December 31, 1951,
d)all rights arising from trusteeships, particularly from such as relate to bond issues where the borrower was domiciled, per December 31, 1951, in the Federal States of Bayern, Baden/Württemberg (now Südweststaat), Hessen or Rheinland-Pfalz,
e)Deutsche Bank’s equalization claims, allocated in accordance with § 8 of the 2nd Conversion Law Implementing Order [Durchführungsverordnung zum Umstellungsgesetz], arising out of the contribution balance sheet per December 31, 1951. Should these equalization claims be subsequently increased or reduced pursuant to a correction of the conversion account, this amendment will be credited or debited to the successor institution in so far as this institution has acquired the respective asset or liability in the conversion account.
a)all commitments recorded in the previous institutions’ books per December 31, 1951,
b)all commitments resulting from the trusteeships mentioned under (2) d),
c)all foreign commitments resulting from § 6 (2) of the 35th Conversion Law Implementing Order, subject to the provision of § 7 (2) of the Big Bank Law,
d)all pension liabilities towards entitled persons resident per December 31, 1951 in the Federal States of Bayern, Baden/Württemberg (now Südweststaat), Hessen or Rheinland-Pfalz, subject to the provision that all expenses under this heading are to be shared between Süddeutsche Bank Aktiengesellschaft and its sister institutions, Norddeutsche Bank Aktiengesellschaft and Rheinisch-Westfälische Bank Aktiengesellschaft, according to the formula used so far, i.e. on the basis of staff expenditure in the respective year. This does not include retirements from the previous institutions after December 31, 1951, which must be borne by the institution concerned. Should the aforementioned pension liabilities be otherwise regulated following a change in the law in the Federal territory or in West Berlin or in the rest of Germany, the above regulation will cease to apply, with retroactive effect.
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balance sheet per December 31, 1951,
appended to this document. The assets and liabilities shown in this balance sheet have been valued provisionally. The definitive contribution will be effected at the values established with legal validity in the balance sheet for tax purposes drawn up for Deutsche Bank’s business in the Federal territory per December 31, 1951. If, as a result of the values established – whether by an increase in assets or a decrease in liabilities – the value of the assets should rise, then the incremental value – less a reasonable deduction on the assets side for depreciation in the interim period – must be added to the successor institution’s legal reserve.
DM 56,195,000.