entire - Deutsche Bank Annual Report 2012

Deutsche Bank 01 – Management Report 123
Financial Report 2010 Information pursuant to Section 315 (4) of the German Commercial Code and Explanatory Report
Information pursuant to Section 315 (4) of the German
Commercial Code and Explanatory Report
Structure of the Share Capital
As of December 31, 2010, Deutsche Bank’s issued share capital amounted to € 2,379,519,078.40 consisting of
929,499,640 ordinary shares without par value. The shares are fully paid up and in registered form. Each share
confers one vote.
Restrictions on Voting Rights or the Transfer of Shares
Under Section 136 AktG the voting right of the affected shares is excluded by law. As far as the bank held own
shares as of December 31, 2010 in its portfolio according to Section 71b AktG no rights could be exercised. We
are not aware of any other restrictions on voting rights or the transfer of shares.
Shareholdings which Exceed 10 % of the Voting Rights
The German Securities Trading Act (Wertpapierhandelsgesetz) requires any investor whose share of voting
rights reaches, exceeds or falls below certain thresholds as the result of purchases, disposals or otherwise,
must notify us and the German Federal Financial Supervisory Authority (BaFin) thereof. The lowest threshold is
3 %. We are not aware of any shareholder holding directly or indirectly 10 % or more of the voting rights.
Shares with Special Control Rights
Shares which confer special control rights have not been issued.
System of Control of any Employee Share Scheme where the Control Rights are not Exercised
Directly by the Employees
The employees, who hold Deutsche Bank shares, exercise their control rights as other shareholders in accordance
with applicable law and the Articles of Association (Satzung).
Rules Governing the Appointment and Replacement of Members of the Management Board
Pursuant to the German Stock Corporation Act (Section 84) and the Articles of Association of Deutsche Bank
(Section 6) the members of the Management Board are appointed by the Supervisory Board. The number of
Management Board members is determined by the Supervisory Board. According to the articles of Association,
the Management Board has at least three members. The Supervisory Board may appoint one member of the
Management Board as Chairperson of the Management Board. Members of the Management Board may be
appointed for a maximum term of up to five years. They may be re-appointed or have their term extended for one
or more terms of up to a maximum of five years each. The German Co-Determination Act (Mitbestimmungsgesetz;
Section 31) requires a majority of at least two thirds of the members of the Supervisory Board to appoint members
of the Management Board. If such majority is not achieved, the Mediation Committee shall give, within one month,
a recommendation for the appointment to the Management Board. The Supervisory Board will then appoint the
members of the Management Board with the majority of its members. If such appointment fails, the Chairperson
of the Supervisory Board shall have two votes in a new vote. If a required member of the Management Board has
not been appointed, the Local Court (Amtsgericht) in Frankfurt am Main shall, in urgent cases, make the necessary
appointments upon motion by any party concerned (Section 85 of the Stock Corporation Act).
Pursuant to the German Banking Act (Kreditwesengesetz) evidence must be provided to the BaFin and the
Deutsche Bundesbank that the member of the Management Board has adequate theoretical and practical
experience of the businesses of the Bank as well as managerial experience before the member is appointed
(Sections 24 (1) No. 1 and 33 (2) of the Banking Act).