Compliance with the German Corporate Governance Code

Declaration of Conformity 2003
The Board of Managing Directors and Supervisory Board issued a new Declaration of Conformity pursuant to § 161 German Stock Corporation Act (AktG) on October 29, 2003. In accordance with the statutory regulations, this Declaration included information on the past for the first time. It stated that Deutsche Bank AG complied with the recommendations of the "Government Commission on the German Corporate Governance Code" since its last Declaration of Conformity dated October 30, 2002, which was based on the version of the Code valid at that time, with the following exceptions:

• For the members of the Board of Managing Directors and the Supervisory Board, there has been a directors and officers' liability insurance policy, initially with a small deductible and subsequently without deductible (Code No. 3.8).
• Chairing of the Supervisory Board Committees (Code No. 5.4.5) did not entail separate compensation until the amendment of § 14 of the Articles of Association by the General Meeting on June 10, 2003.

The Code recommendations in the amended version dated May 21, 2003, will be complied with in the future, with the exception that for the members of the Board of Managing Directors and of the Supervisory Board there is a directors and officers' liability insurance policy without a deductible (Code No. 3.8). This is actually a Group insurance policy for a large number of staff members in Germany and abroad. Internationally, a deductible is unusual; a differentiation between board members and staff members does not appear to be appropriate.

The Declaration of Conformity is also published on our Internet website, where you can also find a copy of the German Corporate Governance Code.

Statement on the suggestions of the German Corporate Governance Code
In May 2003, the Government Commission amended the German Corporate Governance Code, which included the suggestion that a statement can be made in the Annual Report on the suggestions of the Code (Code No. 3.10). Accordingly, we would like to comply with this suggestion here. Deutsche Bank voluntarily complies with the suggestions of the Code in the version dated May 21, 2003, with the following exceptions:

• The representatives appointed by Deutsche Bank to exercise shareholders' voting rights can be reached by those attending the General Meeting until just before voting commences. The representatives are reachable by those not attending until 12 noon on the day of the General Meeting using the instruction tool in the Internet (Code number 2.3.3). In this manner, the risk of any technical disruptions directly before voting takes place can basically be excluded. This is also when the broadcast through the Internet ends at the latest, which means information useful for non-participants in forming an opinion can no longer be expected after this time.
• Our broadcast of the General Meeting through the Internet (Code No. 2.3.4) covers the opening of the General Meeting by the Chairman and the report of the Board of Managing Directors. The shareholders are thus free to hold their discussions with management unencumbered by a public broadcast to a wide audience.
• Until now, all of the members of the Supervisory Board have been elected for a uniform period of office (Code No. 5.4.4). As based on the supplement to the Articles of Association in § 9 (1) by the General Meeting 2002, there is the possibility to vary the periods of office in future (re)elections.