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 by resolution of the Annual General Meeting on May 22, 2014 which became effective on July 17, 2014. Accordingly, the following provisions apply:

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 follows:

 

Dec 31, 2014

in €
Committee1

Chairperson

Member

1

Members of the committees are listed under Supplementary Information of the Financial Report.

2

Until July 16, 2014 for Nomination Committee work no additional compensation was paid.

3

Until July 16, 2014 for Integrity Committee work additional fixed annual compensation was paid as follows: Chair: € 100,000, members: € 50,000.

Audit Committee

200,000

100,000

Risk Committee

200,000

100,000

Nomination Committee2

100,000

50,000

Mediation Committee

0

0

Integrity Committee3

200,000

100,000

Chairman’s Committee

100,000

50,000

Compensation Control Committee

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.

Supervisory Board Compensation for the 2014 Financial Year

Individual members of the Supervisory Board received the following compensation for the 2014 financial year (excluding value added tax).

Members of the Supervisory Board

Compensation for fiscal year 2014

Compensation for fiscal year 2013

in €

Fixed

Paid out in February 2015

Fixed

Paid out in February 2014

1

Member until May 23, 2013.

2

Member until June 30, 2014.

3

Member since July 1, 2014.

4

Member until October 31, 2013.

Dr. Paul Achleitner

818,548

613,911

645,833

484,374

Karin Ruck1

0

0

125,000

125,000

Alfred Herling

272,849

204,637

187,500

140,625

Wolfgang Böhr1

0

0

41,667

41,667

Frank Bsirske

222,849

167,137

95,833

71,874

John Cryan

400,000

300,000

233,333

174,999

Dina Dublon

200,000

150,000

33,333

24,999

Dr. Karl-Gerhard Eick1

0

0

125,000

125,000

Katherine Garrett-Cox

100,000

75,000

100,000

75,000

Timo Heider

172,849

129,637

87,500

65,625

Sabine Irrgang

172,849

129,637

87,500

65,625

Prof. Dr. Henning Kagermann

222,849

167,137

200,000

150,000

Martina Klee

172,849

129,637

129,167

96,875

Suzanne Labarge2

100,000

100,000

200,000

150,000

Peter Löscher

172,849

129,637

129,167

96,875

Henriette Mark

200,000

150,000

200,000

150,000

Louise Parent3

91,667

68,750

0

0

Gabriele Platscher

200,000

150,000

158,333

118,749

Bernd Rose

200,000

150,000

116,667

87,500

Rudolf Stockem

200,000

150,000

158,333

118,749

Stephan Szukalski

100,000

75,000

58,333

43,749

Dr. Johannes Teyssen

122,849

92,137

100,000

75,000

Marlehn Thieme1

0

0

83,333

83,333

Georg Thoma

245,699

184,274

116,667

87,500

Tilman Todenhöfer4

0

0

125,000

125,000

Prof. Dr. Klaus Rüdiger Trützschler

200,000

150,000

200,000

150,000

Stefan Viertel1

0

0

41,667

41,667

Renate Voigt1

0

0

41,667

41,667

Werner Wennin1

0

0

41,667

41,667

Total

4,588,710

3,466,532

3,862,500

3,053,119

Following the submission of invoices in February 2015, 25 % of the compensation determined for each Supervisory Board member for the 2014 financial year was converted into notional shares of the company on the basis of a share price of € 25.676 (average closing price on the Frankfurt Stock Exchange (Xetra) during the last ten trading days of January 2015, calculated to three digits after the decimal point). Members who left the Supervisory Board in 2014 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 2015 (2014) for members of the Supervisory Board as part of their 2014 (2013) compensation as well as the number of notional shares accumulated during the respective membership to the Supervisory Board:

Members of the Supervisory Board

number of notional shares

 

 

converted in February 2015 as part of the compensation 2014

converted in February 2014 as part of the compensation 2013

Total (cumulative)

Paid out in February 20152 in €

1

Member of the Supervisory Board until June 30, 2014.

2

At a value of € 25.676 based on the average closing price on the Frankfurt Stock Exchange (Xetra or successor system) during the last ten trading days of January 2015.

Dr. Paul Achleitner

7,969.976

4,370.945

12,340.921

0

Alfred Herling

2,656.659

1,268.948

3,925.607

0

Frank Bsirske

2,169.823

648.592

2,818.415

0

John Cryan

3,894.688

1,579.180

5,473.868

0

Dina Dublon

1,947.344

225.597

2,172.941

0

Katherine Garrett-Cox

973.672

676.791

1,650.463

0

Timo Heider

1,682.987

592.193

2,275.180

0

Sabine Irrgang

1,682.987

592.193

2,275.180

0

Prof. Dr. Henning Kagermann

2,169.823

1,353.583

3,523.406

0

Martina Klee

1,682.987

874.189

2,557.176

0

Suzanne Labarge1

0

1,353.583

1,353.583

34,755

Peter Löscher

1,682.987

874.189

2,557.176

0

Henriette Mark

1,947.344

1,353.583

3,300.927

0

Louise Parent

892.533

0

892.533

0

Gabriele Platscher

1,947.344

1,071.586

3,018.930

0

Bernd Rose

1,947.344

789.590

2,736.934

0

Rudolf Stockem

1,947.344

1,071.586

3,018.930

0

Stephan Szukalski

973.672

394.795

1,368.467

0

Dr. Johannes Teyssen

1,196.151

676.791

1,872.942

0

Georg Thoma

2,392.301

789.590

3,181.891

0

Prof. Dr. Klaus Rüdiger Trützschler

1,947.344

1,353.583

3,300.927

0

Total

43,705.305

21,911.123

65,616.428

34,755

All employee representatives on the Supervisory Board, with the exception of Mr. Bsirske and Mr. Stockem, are employed by us. In the 2014 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 2014, 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 € 206,000 (2013: € 185,000) were provided and reimbursements for expenses amounting to € 196,271 (2013: € 137,502) were paid during the 2014 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 € 5.0 million were made by companies of Deutsche Bank Group to Shearman & Sterling LLP in the reporting period January 1, 2014 to December 31, 2014 (2013 since Mr. Thoma’s appointment: € 2.3 million). 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 157 equity partners (as of December 31, 2014). Upon termination of December 31, 2014, he retired as equity partner of Shearman & Sterling LLP.


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