31 – Common Shares

Common Shares

Deutsche Bank’s share capital consists of common shares issued in registered form without par value. Under German law, each share represents an equal stake in the subscribed capital. Therefore, each share has a nominal value of € 2.56, derived by dividing the total amount of share capital by the number of shares.

There are no issued ordinary shares that have not been fully paid.

Shares purchased for treasury consist of shares held by the Group for a period of time, as well as any shares purchased with the intention of being resold in the short-term. In addition, the Group has bought back shares for equity compensation purposes and for the implementation of a subscription ratio of 2:1 in the 2010 share capital increase. All such transactions were recorded in shareholders’ equity and no revenues and expenses were recorded in connection with these activities. As of December 31, 2010, the number of shares held in Treasury totaled 10,437,280 shares. This treasury stock will be used for future share-based compensation.

On October 6, 2010, Deutsche Bank AG completed a capital increase from authorized capital against cash contributions. In total, 308,640,625 new registered no par value shares (common shares) were issued, resulting in net proceeds of € 10.1 billion (after expenses of approximately € 0.1 billion, net of tax). The new shares were issued with full dividend rights for the year 2010 through subscription rights. 99.31 % of the subscription rights were exercised, and thus 306,511,140 new shares were issued at a subscription price of € 33.00 per share. The remaining 2,129,485 new shares were placed in Xetra trading at a weighted average price of € 41.34.

Authorized and Conditional Capital

Deutsche Bank’s share capital was increased by issuing new shares for cash consideration through the aforementioned capital increase. The General Meeting had granted the Management Board authorizations to increase the share capital – with the consent of the Supervisory Board – through the issue of new shares by up to a total of € 790,120,000. As of December 31, 2010, the previously authorized but unissued capital of Deutsche Bank was entirely utilized.

Deutsche Bank also had a total conditional capital of € 636,400,000 as of December 31, 2010. Conditional capital is available for various instruments that may potentially be converted into common shares.

The Annual General Meeting on May 27, 2010 authorized the Management Board to issue, once or more than once, bearer or registered participatory notes with bearer warrants and/or convertible participatory notes, bonds with warrants, and/or convertible bonds on or before April 30, 2015. For this purpose, share capital was increased conditionally by up to € 230,400,000.

Dividends

The following table presents the amount of dividends proposed or declared for the years ended December 31, 2010, 2009 and 2008, respectively.