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SEC Form 20-F - Deutsche Bank Annual Report 2012

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<strong>Deutsche</strong> <strong>Bank</strong> Additional Notes F-137<br />

<strong>Annual</strong> <strong>Report</strong> <strong>20</strong>10 on <strong>Form</strong> <strong>20</strong>-F 31 – Common Shares<br />

Additional Notes<br />

31 –<br />

Common Shares<br />

Common Shares<br />

<strong>Deutsche</strong> <strong>Bank</strong>’s share capital consists of common shares issued in registered form without par value. Under<br />

German law, each share represents an equal stake in the subscribed capital. Therefore, each share has a<br />

nominal value of € 2.56, derived by dividing the total amount of share capital by the number of shares.<br />

Number of shares<br />

Issued and<br />

fully paid Treasury shares Outstanding<br />

Common shares, January 1, <strong>20</strong>09 570,859,015 (8,192,060) 562,666,955<br />

Shares issued under share-based compensation plans – – –<br />

Capital increase 50,000,000 – 50,000,000<br />

Shares purchased for treasury – (476,284,991) (476,284,991)<br />

Shares sold or distributed from treasury – 483,793,356 483,793,356<br />

Common shares, December 31, <strong>20</strong>09 6<strong>20</strong>,859,015 (683,695) 6<strong>20</strong>,175,3<strong>20</strong><br />

Shares issued under share-based compensation plans – – –<br />

Capital increase 308,640,625 – 308,640,625<br />

Shares purchased for treasury – (325,966,381) (325,966,381)<br />

Shares sold or distributed from treasury – 316,212,796 316,212,796<br />

Common shares, December 31, <strong>20</strong>10 929,499,640 (10,437,280) 919,062,360<br />

There are no issued ordinary shares that have not been fully paid.<br />

Shares purchased for treasury consist of shares held by the Group for a period of time, as well as any shares purchased<br />

with the intention of being resold in the short-term. In addition, the Group has bought back shares for<br />

equity compensation purposes and for the implementation of a subscription ratio of 2:1 in the <strong>20</strong>10 share capital<br />

increase. All such transactions were recorded in shareholders’ equity and no revenues and expenses were<br />

recorded in connection with these activities. As of December 31, <strong>20</strong>10, the number of shares held in Treasury<br />

totaled 10,437,280 shares. This treasury stock will be used for future share-based compensation.<br />

On October 6, <strong>20</strong>10, <strong>Deutsche</strong> <strong>Bank</strong> AG completed a capital increase from authorized capital against cash<br />

contributions. In total, 308,640,625 new registered no par value shares (common shares) were issued, resulting<br />

in net proceeds of € 10.1 billion (after expenses of approximately € 0.1 billion, net of tax). The new shares were<br />

issued with full dividend rights for the year <strong>20</strong>10 through subscription rights. 99.31 % of the subscription rights<br />

were exercised, and thus 306,511,140 new shares were issued at a subscription price of € 33.00 per share.<br />

The remaining 2,129,485 new shares were placed in Xetra trading at a weighted average price of € 41.34.<br />

Authorized and Conditional Capital<br />

<strong>Deutsche</strong> <strong>Bank</strong>’s share capital was increased by issuing new shares for cash consideration through the aforementioned<br />

capital increase. The General Meeting had granted the Management Board authorizations to increase<br />

the share capital – with the consent of the Supervisory Board – through the issue of new shares by up to a total<br />

of € 790,1<strong>20</strong>,000. As of December 31, <strong>20</strong>10, the previously authorized but unissued capital of <strong>Deutsche</strong> <strong>Bank</strong><br />

was entirely utilized.

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