34 – 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.

Number of shares

Issued and fully paid

Treasury shares

Outstanding

Common shares, January 1, 2012

929,499,640

(24,888,999)

904,610,641

Shares issued under share-based compensation plans

0

0

0

Capital increase

0

0

0

Shares purchased for treasury

0

(381,117,111)

(381,117,111)

Shares sold or distributed from treasury

0

405,690,368

405,690,368

Common shares, December 31, 2012

929,499,640

(315,742)

929,183,898

Shares issued under share-based compensation plans

0

0

0

Capital increase

90,000,000

0

90,000,000

Shares purchased for treasury

0

(396,958,039)

(396,958,039)

Shares sold or distributed from treasury

0

397,101,877

397,101,877

Common shares, December 31, 2013

1,019,499,640

(171,904)

1,019,327,736

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. All such transactions were recorded in shareholders’ equity and no revenues and expenses were recorded in connection with these activities. Treasury stock held as of year-end will mainly be used for future share-based compensation.

On April 30, 2013, Deutsche Bank AG issued 90 million new common shares at € 32.90 per share, resulting in total proceeds of € 3.0 billion. The shares were issued with full dividend rights for the year 2012 from authorized capital and without pre-emptive rights. Related transaction costs that were directly recorded in equity amounted to € 0.4 million, net of tax.

Authorized Capital

The Management Board is authorized to increase the share capital by issuing new shares for cash and in some circumstances noncash consideration. As of December 31, 2013, Deutsche Bank AG had authorized but unissued capital of € 921,600,000 which may be issued in whole or in part until April 30, 2018. Further details are governed by Section 4 of the Articles of Association.

Authorized capital

Consideration

Pre-emptive rights

Expiration date

€ 691,200,000

Cash

May not be excluded

April 30, 2016

€ 230,400,000

Cash or noncash

May be excluded if the capital increase is for noncash consideration with the intent of acquiring a company or holdings in a company and may be excluded pursuant to Section 186 (3) sentence 4 of the Stock Corporation Act

April 30, 2018

Conditional Capital

The Management Board is authorized to issue once or more than once, participatory notes that are linked with conversion rights or option rights and/or convertible bonds and/or bonds with warrants. The participatory notes, convertible bonds or bonds with warrants may also be issued by affiliated companies of Deutsche Bank AG. For this purpose share capital was increased conditionally upon exercise of these conversion and/or exchange rights or upon mandatory conversion.

Contingent capital

Expiration date for the issuance of conversion and/or option rights

€ 230,400,000

April 30, 2015

€ 230,400,000

April 30, 2016

€ 230,400,000

April 30, 2017

Dividends

The following table presents the amount of dividends proposed or declared for the years ended December 31, 2013, 2012 and 2011, respectively.

 

2013 (proposed)

2012

2011

1

Cash dividend for 2013 is based on the number of shares issued as of December 31, 2013.

Cash dividends declared (in € m.)1

765

764

689

Cash dividends declared per common share (in €)

0.75

0.75

0.75

No dividends have been declared since the balance sheet date.