Compensation System for Supervisory Board Members

The compensation principles for Supervisory Board members are set forth in our Articles of Association, which our shareholders amend from time to time at the Annual General Meeting. Such compensation provisions were last amended at our Annual General Meeting on May 23, 2013. Accordingly, the following provisions apply, with effect as of January 1, 2013:

The members of the Supervisory Board receive fixed annual compensation (“Supervisory Board Compensation”). The annual base compensation amounts to € 100,000 for each Supervisory Board member. The Supervisory Board Chairman receives twice that amount and the Deputy Chairperson one and a half times that amount.

Members and chairs of the committees of the Supervisory Board are paid additional fixed annual compensation as follows1:

 

Dec 31, 2013

in € Committee1

Chairperson

Member

1

Members of the committees are listed under "Management" in the Supplementary Information section.

2

Established on May 22, 2013.

3

Established on October 29, 2013.

Audit Committee

200,000

100,000

Risk Committee

200,000

100,000

Nomination Committee

0

0

Mediation Committee

0

0

Integrity Committee2

100,000

50,000

Chairman’s Committee

100,000

50,000

Compensation Control Committee3

100,000

50,000

75 % of the compensation determined is disbursed to each Supervisory Board member after submitting invoices in February of the following year. The other 25 % is converted by the company at the same time into company shares based on the average closing price on the Frankfurt Stock Exchange (Xetra or successor system) during the last ten trading days of the preceding January, calculated to three digits after the decimal point. The share value of this number of shares is paid to the respective Supervisory Board member in February of the year following his departure from the Supervisory Board or the expiration of his term of office, based on the average closing price on the Frankfurt Stock Exchange (Xetra or successor system) during the last ten trading days of the preceding January, provided that the member does not leave the Supervisory Board due to important cause which would have justified dismissal.

In case of a change in Supervisory Board membership during the year, compensation for the financial year will be paid on a pro rata basis, rounded up/down to full months. For the year of departure, the entire compensation is paid in cash; a forfeiture regulation applies to 25 % of the compensation for that financial year.

The company reimburses the Supervisory Board members for the cash expenses they incur in the performance of their office, including any value added tax (VAT) on their compensation and reimbursements of expenses. Furthermore, any employer contributions to social security schemes that may be applicable under foreign law to the performance of their Supervisory Board work shall be paid for each Supervisory Board member affected. Finally, the Supervisory Board Chairman will be appropriately reimbursed for travel expenses incurred in performing representative tasks that his function requires and for the costs of security measures required on account of his function.

In the interest of the company, the members of the Supervisory Board will be included in an appropriate amount, with a deductible, in any financial liability insurance policy held by the company. The premiums for this are paid by the company.

The following provisions applied to Supervisory Board compensation in the 2012 financial year:

Compensation consisted of fixed compensation of € 60,000 per year and a dividend-based bonus of € 100 per year for every full or fractional € 0.01 increment by which the dividend we distributed to our shareholders exceeded € 1.00 per share. The members of the Supervisory Board also received annual compensation linked to our long-term profit in the amount of € 100 for every € 0.01 by which the average earnings per (diluted) share reported in the Bank’s Financial Report in accordance with the applicable accounting principles on the basis of the net income figures for the three previous financial years exceeded the amount of € 4.00.

These amounts were subject to an increase of 100 % for every membership of a Supervisory Board committee and 200 % for each chairmanship. These provisions did not apply to the Mediation Committee formed pursuant to Section 27 (3) of the Co-Determination Act. The Supervisory Board Chairman was paid four times the base compensation of a regular member, which was also the upper limit for him. The deputy to the Supervisory Board Chairman was paid one and a half times the base compensation of a regular member. In addition, the members of the Supervisory Board received a meeting fee of € 1,000 for each Supervisory Board and committee meeting they attended. Furthermore, in our interest, the members of the Supervisory Board were included in any financial liability insurance policy held to an appropriate value by us, with the corresponding premiums being paid by us.

We also reimbursed members of the Supervisory Board for all expenses and any VAT they incurred in connection with their roles as members of the Supervisory Board. Employee representatives on the Supervisory Board also continued to receive their employee benefits. For Supervisory Board members who served for only part of the year, we paid a portion of their total compensation based on the number of months they served, rounding up to whole months.

The members of the Nomination Committee, which was first formed after the Annual General Meeting in 2008, waived all remuneration, including the meeting fee, for their Nomination Committee work for 2012.

Supervisory Board Compensation for the 2013 Financial Year

Individual members of the Supervisory Board received the following compensation for the 2013 financial year (excluding value added tax).

Members of the Supervisory Board

Compensation for fiscal year

Compensation for fiscal year 2012

Fixed

Paid out in 2014

Fixed

Variable

Meeting fee

Total

1

Member since May 31, 2012

2

Member until May 31, 2012

3

Member since May 23, 2013

4

Member until May 23, 2013

5

Member until October 31, 2013

6

Member since November 1, 2013

Dr. Paul Achleitner1

645,833

484,374

160,000

0

13,000

173,000

Dr. Clemens Börsig2

0

0

100,000

0

12,000

112,000

Karin Ruck4

125,000

125,000

210,000

0

19,000

229,000

Alfred Herling

187,500

140,625

120,000

0

12,000

132,000

Wolfgang Böhr4

41,667

41,667

60,000

0

6,000

66,000

Frank Bsirske3

95,833

71,874

0

0

0

0

John Cryan3

233,333

174,999

0

0

0

0

Dina Dublon6

33,333

24,999

0

0

0

0

Dr. Karl-Gerhard Eick4

125,000

125,000

180,000

0

13,000

193,000

Katherine Garrett-Cox

100,000

75,000

60,000

0

6,000

66,000

Timo Heider3

87,500

65,625

0

0

0

0

Gerd Herzberg2

0

0

25,000

0

4,000

29,000

Sabine Irrgang3

87,500

65,625

0

0

0

0

Prof. Dr. Henning Kagermann

200,000

150,000

120,000

0

12,000

132,000

Martina Klee

129,167

96,875

60,000

0

6,000

66,000

Suzanne Labarge

200,000

150,000

120,000

0

12,000

132,000

Maurice Lévy2

0

0

25,000

0

3,000

28,000

Peter Löscher

129,167

96,875

40,000

0

2,000

42,000

Henriette Mark

200,000

150,000

120,000

0

13,000

133,000

Gabriele Platscher

158,333

118,749

60,000

0

6,000

66,000

Bernd Rose3

116,667

87,500

0

0

0

0

Dr. Theo Siegert2

0

0

75,000

0

8,000

83,000

Rudolf Stockem

158,333

118,749

35,000

0

2,000

37,000

Stephan Szukalski3

58,333

43,749

0

0

0

0

Dr. Johannes Teyssen

100,000

75,000

60,000

0

6,000

66,000

Marlehn Thieme4

83,333

83,333

120,000

0

13,000

133,000

Georg Thoma3

116,667

87,500

0

0

0

0

Tilman Todenhöfer5

125,000

125,000

120,000

0

12,000

132,000

Prof. Dr. Klaus Rüdiger Trützschler

200,000

150,000

80,000

0

7,000

87,000

Stefan Viertel1

41,667

41,667

60,000

0

6,000

66,000

Renate Voigt4

41,667

41,667

60,000

0

6,000

66,000

Werner Wenning2

41,667

41,667

60,000

0

6,000

66,000

Total

3,862,500

3,053,119

2,130,000

0

205,000

2,335,000

Following the submission of invoices in February 2014, 25 % of the compensation determined for each Supervisory Board member for the 2013 financial year was converted into notional shares of the company on the basis of a share price of € 36.939 (average closing price on the Frankfurt Stock Exchange (Xetra) during the last ten trading days of January 2014, calculated to three digits after the decimal point). Members who left the Supervisory Board in 2013 were paid the entire amount of compensation in cash.

The following table shows the number of notional shares to three decimal places that were converted in February 2014 for members of the Supervisory Board as part of their 2013 compensation:

Members of the Supervisory Board

Number of notional share units

Dr. Paul Achleitner

4,370.945

Alfred Herling

1,268.984

Frank Bsirske

648.592

John Cryan

1,579.180

Dina Dublon

225.597

Katherine Garrett-Cox

676.791

Timo Heider

592.193

Sabine Irrgang

592.193

Prof. Dr. Henning Kagermann

1,353.583

Martina Klee

874.189

Suzanne Labarge

1,353.583

Peter Löscher

874.189

Henriette Mark

1,353.583

Gabriele Platscher

1,071.586

Bernd Rose

789.590

Rudolf Stockem

1,071.586

Stephan Szukalski

394.795

Dr. Johannes Teyssen

676.791

Georg Thoma

789.590

Prof. Dr. Klaus Rüdiger Trützschler

1,353.583

Total

21,911.123

All employee representatives on the Supervisory Board, with the exception of Mr. Bsirske and Mr. Stockem, are employed by us. In the 2013 financial year, we paid such members a total amount of € 1.10 million in the form of salary, retirement and pension compensation in addition to their Supervisory Board compensation.

We do not provide members of the Supervisory Board with any benefits after they have left the Supervisory Board, though members who are or were employed by us are entitled to the benefits associated with the termination of such employment. During 2013, we set aside € 0.08 million for pension, retirement or similar benefits for the members of the Supervisory Board who are or were employed by us.

With the agreement of the Bank's Management Board, Dr. Achleitner performs representative functions in various ways on an unpaid basis for the Bank and participates in opportunities for referrals of business for the Bank. These tasks are related to the functional responsibilities of the Chairman of the Supervisory Board of Deutsche Bank AG. In this respect, the reimbursement of costs is regulated in the Articles of Association. On the basis of a separate contractual agreement, the Bank provides Dr. Achleitner with infrastructure and support services free of charge for his services in the interest of the Bank. He is therefore entitled to avail himself of internal resources for preparing and carrying out his activities. The Bank's security and car services are available for Dr. Achleitner to use free of charge for these tasks. The Bank also reimburses travel expenses and participation fees and covers the taxes for any non-cash benefits provided. On September 24, 2012, the Chairman’s Committee approved the conclusion of this agreement. The provisions apply for the duration of Dr. Achleitner's tenure as Chairman of the Supervisory Board and are reviewed on an annual basis for appropriateness. Under this agreement between Deutsche Bank and Dr. Achleitner, support services equivalent to € 185,000 were provided and reimbursements for expenses amounting to € 137,502 were paid during the 2013 financial year.

The Chairman's Committee of the Supervisory Board of Deutsche Bank approved all existing mandates between Shearman & Sterling LLP and Deutsche Bank AG (and its affiliated companies) at the point in time when Mr Thoma was appointed to the Supervisory Board as well as all new mandates in which Deutsche Bank AG (or its affiliated companies) were service recipients. Under these mandates, payments of approximately € 2.3 million were made by companies of Deutsche Bank Group to Shearman & Sterling LLP in the period between Mr. Thoma's appointment and December 31, 2013. This does not include significant amounts that were invoiced via lead book runners and consequently not booked, either by Shearman & Sterling LLP or by the Bank, as payments from the Bank to Shearman & Sterling LLP. Mr. Thoma had no involvement in any of the mandates. He participates in the economic success of Shearman & Sterling LLP merely through his capacity as one of 159 equity partners (as of December 31, 2013).


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