VOLUME I APPLICATION TO THE FLORIDA OFFICE OF FINANCIAL REGULATION BY DEUTSCHE BANK AG INTERNATIONAL TO ESTABLISH AN INTERNATIONAL ADMINISTRATIVE OFFICE DECEMBER 5, 2013APPLICATION For the Establishment of an International Representative or Administrative Office in the State of Florida Application fee of $5,000 has been paid to the Office of Financial Regulation Financial Institutions Regulatory Trust Fund ‘xg: 43843000000 Flair Object Code: 001073 Bo: vi Revenue Source Code: 230 Forintara ur onyPage 4037 ‘Ravens a0)General Information: (1) An international banking corporation which seeks a license under Section 663.05, Florida Statutes, to establish an international representative or aduinistrative office in Florida, should submit an original and one copy of the letter application and required appendices accompanied by a check covering the application fee, payable to the order of Office of Financial Regulation. The application fee for an international representative or administrative office is $5,000. Please note, if the application is denied or withdrawn, the application feo is non-refundable. (2) At the same time this application is filed with Office of Financial Regulation, an original and ten copies of the application should be sent to: Ms. Kathryn Haney Director of Application Risk Federal Reserve Bank of Atlanta 1000 Peachtree Street, N.E Atlanta, Georgia 30309-4470 ‘fewaed 0)LETTER APPLICATION Director, Division of Financial Institutions Office of Financial Regulation 200 East Gaines Street Tallahassee, Florida 32399-0371 Re: Application by an International Banking Corporation for a License to Establish an International Reprosentative ( ) Administrative (X) office in the State of Florida. Dear Director Robert Hayes: Deutsche Bank Aktiengesellschaft ‘applicant whose address is Taunusanlage 12, 60325 Frankfurt am Main, Germany (etroct address, City, state, country) As a banking corporation duly organized and licensed under the laws of Germany A duly authenticated copy of its charter and its by- (country laws or equivalent thereof accompany and are made a part of this application. ‘The applicant hereby makes application for a license to establish an international banking office, as referenced above in the State of Florida, for the purpose of engaging in such activities as are permitted by law, 1 ‘The legal name of the international banking corporation is Deutsche Bank Aktiengesellschaft 2 ‘The intended location of the proposed office is 5022 Gate Parkway, Jacksonville, Florida, 322563. The name(s) of the person(s) who shall be in charge of the business and affairs of the international representative or international administrative office is (ar a Name Title Michael Drexler .g Director and Head of Corporate Banking and Securities Florida Michael Iannella Director and COO for Corporate Banking and Securities Florida (ppendices 1 and 2 must Be completed for each person named here.) 4. Completed Interagency Biographical Forms for Mr. Drexler and Mr. Iannella are provided in Confidential Attachnent B 5. the total amount of the book capital of the International Ranking Corporation in U.S. dollars is $76.42 billion (Baro 56.46 billion * 1.35355 exchange rate on Septesber 30, 2013), and this anount is reflected in the Applicant's quarterly financial filing for the period ending on September 30,2013, which company and are made a part of this application (Pinancial statenents ahould be for the most recent fisoal qua: minimm within 180 days of the date of the application.) 6. Authentic copies of the Applicant's Articles of Incorporation and By- Laws are enclosed pated Timbe 2, 2013 A " py BLL Woodley Managing Director and Deputy CEO for Dest eche Bank North erica Philipp Yon Girsewald Managing’ Director and Head of Corporate MéA onhanACKNOWLEDGMENT The foregoing instrument was acknowledged before me this 2" day of December 2013, by Bill Woodley, Managing Director and Deputy CEO for DEUT. HE BANK NORTH AMERICA; and Philipp von Girsewald, Managing Director and Head of Corporate MéA of DEUTSCHE BANK, A banking corporation organized under the laws of the Republic of Germany, on behalf of the corporation. Bach individual is personally known to me or has produced proper identification. knowledgment) Joyce Tanksley-Pizzo ee (Name typed, printed or stamped) Deutsche Bank AG, New York Branch; Administrative Assistant (Title or rank) JOYCE TANKSLEY-PIZZO —___-worany-PUBLIC-STATE OF NEW YORK _ (Stamp, seal” or ygeoiacresimber, i Quolitiad In New York County ay Commission Expires May 25, 201% any) The foregoing acknowledgment is given pursuant to the form prescribed by Section 695.25(2), Florida Statutes, which reads in pertinent part as follows: 695.25 Short form of acknowledgment.—The forms of acknowledgment set forth in this section may be used, and are sufficient for their respective purposes, under any law of this state. The forms shall be known as “Statutory Short Forms of Acknowledgment” and may be referre: by that name. The authorization of the forms in this section does eclude the use of other forms. not OFR-U-208 Page __ of 17 (Revised 3/2003)CERTIFICATE OF CAPITAL In accordance with the provisions of Subsection 663.055(1) (a) (b), Florida Statutes, Deutsche Bank AG | a banking corporation duly incorporated under the laws of _ Germany , does hereby certify to the Office of Financial Regulation, that, as of the close of quarter ending on June 30, 2013, the amount of its capital accounts (must be as of the latest fis cal quarter ending or at a minimum of 180 days of the date of the application), including paid-in capital, suzplus, and undivided profits, expressed in the currency of the country of its incorporation, and the U.S dollar equivalents thereof, were U.S. Dollar amount _in Euros Equivalents [AlL Amounts are in Millions) Paid-in Capital stock 2,610 eres surplus 26,132 35,371 Undivided Profits 29,737 40,251 other (Specify) (2,019) (2,733) Totals 56,461, : 76,422 — pated: Decenban Zep, 2013 pated: Dg By By: Brin Woodley pp von Girsewald Deputy CEO ‘aging Director and Deutsche Bank North America jead of Corporate MéA revaaa a)Deutsche Bank Deutsche Bank AG Legal Department 60 Wal Street New York, NY 10005 Tol 212 250.2500 December 2, 2013 Mr. Robert Hayes Director, Division of Financial Institutions Office of Financial Regulation 200 East Gaines Street Tallahassee, Florida 32399-0371 Re: Application for Approval to Establish a Deutsche Bank AG International Administrative Office Dear Mr. Hayes: In accordance with Section 663.05 of the Florida Statutes, Deutsche Bank Aktiengesellschaft (“Deutsche Bank”), a foreign banking organization headquartered in Frankfurt, Germany, hereby submits to the Florida Office of Financial Regulation (“OFR”) this letter application together with the appendices thereto (the letter application and appendices are collectively referred to as the “Application”), and a copy of the check payable to the OFR in the amount of five thousand dollars ($5,000) that was previously sent to the OFR, for approval to establish an international administrative office (the “Administrative Office”) at 5022 Gate Parkway, Jacksonville, Florida, 32256. Information in Support of the Deutsche Ban! icat n ‘The following information and statements are being included in support of Deutsche Bank's Application to establish an international administrative office in Jacksonville, Florida: 1. Provide the name and telephone number of the contact person and/or correspondent. Jeffiey Herbert, Esq Bowman Brown, Esq Vice President & Counsel Shutts & Bowen LLP Deutsche Bank AG (305) 379-9107 New York Branch bbrown@shutts.com (212) 250-7523 jeflrey.herbert@db.com2. Provide a certificate issued by the banking or supervisory authority of the country in which the international banking corporation is chartered that (a) states that the international banking corporation is duly organized, licensed and lawfully existing in good standing; (b) lists any instance in which the international banking corporation has been convicted of, or pled guilty or nolo contendere to, a violation of any currency transaction reporting or money laundering law which may exist in that country; and (¢) states that the banking or supervisory authorities in the home country of the applicant and, if different, the home country of any top tier foreign bank in the ownership chain, do not object to the establishment of the proposed Florida office. Documentation related to items (a), (b) and (c) set forth above is attached as Public Exhibit 1 Provide a brief biography of the applicant's executive officers and principal shareholders detailing their financial ability, reputation, integrity and experience in managing and directing an international banking corporation. The day to day management of Deutsche Bank is governed by its Management Board. ‘The members of the Management Board, who are all also members of the Deutsche Bank Group Executive Committee are as follows: Anshu Jain and Jiirgen Fitschen, who serve as Co-Chairmen of the Management Board and Group Executive Committee; Stefan Krause, who serves as Chief Financial Officer; Stuart Lewis, who serves as Chief Risk Officer; Stephan Leithner, who serve as CEO of Europe (except Germany and UK), Human Resources, Legal & Compliance, and Government & Regulatory Affairs Department (“GRAD”); Rainer Neske, Global Head of the Private & Business Clients Division; and Henry Ritchotte, Global Chief Operating Officer. A more detailed biography for each individual is provided in Public Exhibit 2. 4, Provide completed biographical forms (Addendums 1 and 2) for the proposed representative or administrative office manager. A completed interagency biographical form for the proposed international administrative office managers are attached as Confidential Attachment A. 5, Provide documentation that the international banking corporation is chartered in a jurisdiction in which any bank having its principal place of business in this state may establish similar facilities or exercise similar powers or that Federal law permits the appropriate federal regulatory authority to issue a comparable license to the international banking corporation. The Board of Governors of the Federal Reserve System's (the “Board”) Regulation K Section 211.24(a)(3) provides that, “[tJhe Board grants its general consent for a foreign bank that is subject to the Bank Holding Company Act of 1956 (“BHC Act”), either 2directly or through section 8(a) of the International Banking Act (“IBA”) to establish a representative office, but only if the Board has previously determined that the foreign bank proposing to establish a representative office is subject to consolidated comprehensive supervision.” Deutsche Bank is a foreign banking organization with its headquarters located in Frankfurt, Germany, that is subject to the BHC Act pursuant to Section 3106(a) of the IBA, as a result of being licensed by the New York State Department of Financial Services (“NYSDFS") to operate two branches of Deutsche Bank in the state of New York and pursuant to section 3 of the BHC Act, as a result of indirectly owning 100% of the voting and equity interest of two Federal Deposit Insurance Corporation (“FDIC”) insured depository institutions (Deutsche Bank Trust Company Americas and Deutsche Bank Trust Company Delaware). On May 20, 1999, in connection with the acquisition of Bankers Trust Corporation (DBT Corp.), the holding company for the above named insured depository institutions referenced, the Board with its approval of the acquisition concluded that Deutsche Bank was subject to consolidated comprehensive supervision in Germany. Describe the bank regulatory system in the applicant's home country and, if different, the home country of any top tier foreign bank in the ownership chain. For each bank in a different home country, the descriptions should address: (a) the extent to which the bank is subject to comprehensive supervision or regulation on a consolidated basis by its home country authorities; (b) the powers and functions of bank supervisory authorities; and (c) the frequency and scope of direct or indirect supervisory examinations of banks. A description of the bank regulatory system in the applicant’s home country is provided in Public Exhibit 3. . Provide a brief history of the applicant including ranking by asset size in its home country and number of offices operated in the home country. Summarize the applicant's experience in international banking to include: of its current international business; a deseripti the volume and character mn of the structure of the applicant's foreign or international department; the location, number, and asset size of existing foreign offices; and the number of international staff. A brief history of Deutsche Bank is provided in Public Exhibit 4.8. Provide the following for the applicant: (a)Parent only and consolidated balance sheets showing separately each principal group of assets, liabilities, and capital accounts within 180 days of the date of the application and (b) Parent only and consolidated income statements showing separately each principal source of revenue and expenses through the end of the most recent fiscal quarter and for the most recent fiseal year. A detailed copy of Deutsche Bank’s 2012 year-end financial statement is provided as Public Exhibit 5 and a copy of Deutsche Bank’s quarterly financial statement for the periods ending on June 30, 2013 and September 30, 2013 is provided as Public Exhibit 6. 9. Describe the existing operations of the applicant and its ultimate parent, if any, in the United States, including bank and non-bank subsidiaries, branches and agencies, commercial lending companies, and representative offices. Details regarding the existing operations of the applic: States are provided in Public Exhibit 7. t and its subsidiaries in the United 10. Discuss the purpose for establishing the proposed office and the types of services to be offered. Details regarding the purpose for establishing the proposed office and the types of services to be offered by the office are provided in Confidential Attachment B 11. Describe the manner in which, and the extent to which, the applicant proposed to direct and supervise the activities of the proposed office. Describe the policies, procedures, and internal audit measures that will be put in place to ensure compliance with applicable state and federal laws and regulations. Deutsche Bank plans to apply its existing compliance network utilized in the United States to its proposed international administrative office in Jacksonville, Florida. For further details on Deutsche Bank’s existing compliance network utilized in the United States, please refer to Confidential Attachment C. 12. The applicant and its ultimate parent, if any, should provide adequate assurances that such information on the operations or activities of the foreign bank and any of its affiliates will be provided to OFR as OFR deems necessary in order for it to determine and enforce compliance with applicable state and federal laws and regulations. Deutsche Bank will provide the OFR with all information needed by the OFR to determine and enforce compliance with applicable state and federal laws and regulations, to the extent permitted by applicable law and regulation.13. Describe whether there exist any secrecy laws or other impediments that would restrict the ability of the applicant and its ultimate parent, if any, to provide information to the Department to determine and enforce compliance with applicable state and federal laws and regulations. If any impediments exist, explain how the applicant and the ultimate parent, if any, propose to provide to OFR with adequate assurances of access to such information. There ate various secrecy laws that exist throughout the jurisdictions in which Deutsche Bank operates globally. However, Deutsche Bank will work to ensure that all information required by the OFR is made available to the extent permitted by applicable law in the relevant jurisdictions. This process has historically worked smoothly when requests are made by our U.S. regulators, 14. Provide a certified copy of the information required to be submitted in accordance with provisions of Chapter 607, Florida Statutes, which are applicable to foreign corporations. A certified copy of the information required to be submitted by Deutsche Bank in accordance with the provisions of Chapter 607 of the Florida statues is included under separate cover marked as Chapter 607 Filing Information, 15. Submit a copy of applicant's articles of incorporation and a copy of its bylaws or an equivalent thereof satisfactory to OFR. A copy of Deutsche Bank’s articles of association is provided in Public Exhibit 8, 16. Provide a list of six United States domestic bank references that are familiar with your bank. Include the name and address of the bank and the name and title of a contact person at the bank. A list of the six United States domestic bank references, as well as the name, phone number and email address of a contact person at each bank is provided in Confidential Attachment D.If you have any questions pertaining to this application, please contact Jeffrey Herbert at (212) 250-7523 or jeffrey herbert@db.com or Bowman Brown at (305) 379-9107 or bbrown@shutts.com. Vice President and Counsel Deutsche Bank AG Cc: Kathryn Haney, Federal Reserve Bank of Atlanta Ivan Hurwitz, Federal Reserve Bank of New York Daniel Muccia, Federal Reserve Bank of New York Stephanie Tolischus, Deutsche Bank AG‘Ape oh, 10 Paz Om at Joos, Deutsche Bank Lig \ : aa U / “ ‘OFF ce oF FINANCIAL RESLLATION ; ‘ATTN. NPKY HENIINGS 7 SODEAST GAINES STREET “Taltanassee Ft sse0071 unTeD stares ‘wont = ose autre ” Please be advised that we have paldiby check, as detallod below: i "DB Document “invoke Dato inyoee Credit, Gross Amount Deductions nee t ty : j : : ? moo cae, gam , "ei 2 soa r Ro0 : . ope : 2 i ge ‘Val: 2552024 “2012.07.26- $5.009:00 PD: 157993STATE OF FLORIDA Printed on 7/24/2019 12:47:47 Pas DEPARTMENT OF FINANCIAL SERVICES CASHIER'S OFFICE Page 2 of 6 CC - BANKING for User WALKERK Deposit Date: 7/24/2013 Deposit Number: 000386 Deposit Source: DFS DENOVO REP/ADMIN OFFICE - 4300000 Revenue Source Code: 230 43643000000 - V1 - 001073 PIDIDLN Business Unique ID” Busn Ref Validation Name DEUTSCHE SANK ‘Amount Tries aT FE OOTOS ACCOUNT TOTAL: ‘$5,000.00 Daly Detai of Receipts lists Validation information for Closed Deposts. Requires the Deposit" Ueer Name and @ Deposit Date fo general, DLN = Documsct Location Number fv DOR dope Deposit Number andar DoesPUBLIC EXHIBIT 1Deutsche Bank ~ Deutsche Bank AG: Banking License Deutsche Bank recast tacoma a Ge Cogal Page | of 2 outs Bank AG: Banking cana 1804, Dutsce Bae AG wats steady aa sarc wsvorsalbam ety 8b'Nd ge oF (game thetecse bring aches ie el et fee te Bb ae ay ‘ve oor conus ys tok uo depos na lear bass Do an 126) Tneony excepto tating ar erupt rd operas eb ase fey Dots wer ars tne Pana tt 7 oy 205 cams or, Gms Bok At zl nat wo ganar oe cy od Se 3 Dae are ‘es ame he chee ave Wenge Morbi, ocd tence bes ‘Enema Ung ne ase coco a sr amr gat poe sor esp ‘Nangugeno meavagags sot covey oh Mt cs ‘rte, mostal Motcnze of Danske Dan AG of casera cata ater ‘nih ora prosians chr cap Panta este eck ae ear uk ("rate 0 8 done ese EESAEC) Dan nk AG ‘oy rouse payne seruce wal seporaoarae ave TO (Meo a) ta IhalLotermsgon e Sper vory Poss a Pay See soc IAD) Aon, peto 1 Dc bA4 Epon Coon a ‘stn unter Caspeatuen Tar eosenon maton ered cy Smoien orare of ie EU Mos Sao sad rer nesha tt 9 at Mee ‘pe cama rat arc Sirsa ony idea ‘Mace Seats braids htip:/legalintranet.db.com/legaV’602 | htm! (9B share Pace 1 Lega Apstcatons TN2013Bundesanstalt fir Finanzdicastleistungsaulsicht ‘afi | Posvach 12 53 | 53002 Bone Florida Office of Financiat Regulation 06.05.2013, Reference: BA 11-K 5023-US-100003-2013/0001 (Please quote in your reply) 2013/0313067 Confirmation Thave been informed that Deutsche Bank AG intends to submit to the Florida Office of Financial Regulation an application for approval to establish an “International Administrative Office” to perform various back and middle office functions, as well as to solicit business especially for Deutsche Bank’s CB&S division. I am referring to Deutsche Bank AG's enquiry and hereby confirm the following particulars: regarding Deutsche Bank AG, which is subject to my supervision under the provisions of the German Banking Act (Kreditwesengesetz) of 10 July 1961 in the wording of the Announcement of 9 September 1998 (Federal Law Gazette T p. 2776) (referred to hereafter as "KWG") Deutsche Bank AG Is a company limited by shares (Aktiengesellschaft) under German law domiciled in Frankfurt/Main, Federal Republic of Germany. Deutsche Bank AG is registered in the commercial register of the Local Court in Frankfurt/Main under HRB no. 30000. Deutsche Bank AG was duly established in accordance with the German legal provisions. According to sections 32 (1), 61, 64e (1), 64f (1), 641 (1), (2), (5), 64) (1) and 641 KWG, the Bank is authorized + to conduct banking business within the meaning of section 1 (1) KWG with the exception of acting as central counterparty (section 1 (1) no. 12 in connection with section 1 (31) KWG) and + to provide financial services pursuant to section 1 (1a) KWG with the exception of Operation of Multilateral Trading Facilities (section 1 (1a) no, 1 KWG) Banking Supervision trie acorss: Bundesanstal Oe Fianactensistungsauisient S317 Bonn | Germany Section BA 1 Fon ¥49(0)228 4108-2139, Pax +69 (0228 4108-1550 getlnde scmuser bain de ranean de Operator: Fon #49(0)228 4108-0 Fax +494(0)220 4108-1550 orf rescence 53117 Bonn Grovrneinorte St 208 (Georg-von-Boeselager St. 25 Dretzennmergernen 24-48 Marie-Cume-Ste 24:28Bundesanstalt fir Finanzdienstleistungsaufsicht Seite 22 Neither the duration of Deutsche Bank AG's existence nor its business activities are otherwise restricted. Deutsche Bank AG Is entitled under German law to establish subsidiaries, branches end representative offices and to acquire participating interests both in the Federal Republic of Germany and in other countries without additional permission. From my supervisory perspective, I have therefore no objection to Deutsche Bank AG establishing an “International Administrative Office” in Florida. At present, Deutsche Bank AG is in compliance with all the requirements specified under the KWG, both in respect of its management and Its overall financial situation, especially with regard to the adequacy of its liable capital and its liquidity. So far, there has been no reason to take banking supervisory measures against the institution or its management in order to protect its customers. Kat{, Parte Ralf Bock Deputy Head of Section BA 11PUBLIC EXHIBIT 2Public Exhibit 2 Deutsche Bank AG Executive Officers Anshuman Jain Co-Chairman of the Management Board and the Group Executive Committee Anshuman Jain has been a member of Deutsche Bank's Management Board since 2009 and the Group Executive Committee since 2002. Prior to his current role, he was Head of the Corporate & Investment Bank with responsibility for the Corporate Finance, Sales and Trading and Global ‘Transaction Banking businesses. Jain joined Deutsche Bank in 1995. He was previously a Managing Director at Merrill Lynch in ‘New York where he founded and led the securities industry's first dedicated hedge fund client coverage group. In addition to his Deutsche Bank commitments, Jain has served on working groups advising the Indian government on inward investment and the UK government on financial services. He holds an MBA in Finance from the University of Massachusetts Amherst and a BA in Economics from Delhi University. Jiirgen Fitschen Co-Chairman of the Management Board and the Group Executive Committee Jurgen Fitschen has been a member of Deutsche Bank's Management Board since 2009 and a member of the Group Executive Committee since 2002. After completing commercial training in the wholesale and import/export business, he studied economics and business administration at the University of Hamburg, He started his career in the corporate banking business at Citibank in 1975, ultimately serving as a member of the Management Committee, Germany, After joining Deutsche Bank in 1987, Fitschen held executive positions in Thailand, Japan and Singapore, before becoming a member of the "Global Corporates and Institutions" Divisional Board in 1997, based in Frankfurt. A year later he joined the newly designed Global Corporates and Institutions division, based in London. In 2001 he was appointed to Deutsche Bank Group's Board of Managing Directors where he was responsible for the Corporate & Investment Bank. In 2005 he became Head of the newly established Regional Management worldwide and was appointed as CEO Germany, based in Frankfurt. Fitschen is a member of the Supervisory Boards of Metro AG and Schott AG as well as a member of the Board of Directors of Kuchne-+Nage! International AG.Public E. Stefan Krause Chief Financial Officer and a member of the Management Board and Group Executive Committee Stefan Krause has been a member of the Management Board and the Group Executive Committee of Deutsche Bank since 2008, As Chief Financial Officer he is responsible for Finance, Tax, Corporate Insurance, Investor Relations and Treasury. From 1987 to 2008, Krause worked in management positions at BMW Group in Germany and the US and was appointed as a member of the Board of Management in 2002 Krause studied Business Administration at the Julius Maximilian University of Wirzburg, Stuart Lewis Chief Risk Officer and a member of the Management Board and Group Executive Committee Prior to his current role, Stuart Lewis has been the Deputy Chief Risk Officer and Chief Risk Officer of the Corporate & Investment Bank of Deutsche Bank since 2010. He was formerly Chief Credit Officer from 2006. His previous roles include Global Head of the Loan Exposure Management Group, where Deutsche Bank was among the first to hedge its loan portfolio, thereby decreasing the Bank’s credit risk substantially, as well as Chief Risk Officer for Asia Pacific. Before joining Deutsche Bank in 1996, he worked at Credit Suisse ‘National Bank in London. i Continental Illinois A Scottish national, he attended University of Dundee, where he obtained an LLB (Hons), and he holds an LLM from the London School of Economics. He has also attended the College of Law, Guildford. Stephan Leithner CEO of Europe (except Germany and UK), Human Resources, Legal & Compliance, and GRAD Prior to his current role, Stephan Leithner co-headed the Corporate Finance division and was responsible for Deutsche Bank’s local Corporate Finance Country Coverage teams across Europe and Asia, as well as the Global Financial Institutions Group. Under his leadership, Deutsche Bank ranked No. I by corporate finance fees in EMEA in 2011, with its largest ever market share, according to Dealogic. His previous roles included responsibility for Deutsche Bank's German and European M&A business. He holds a Before joining Deutsche Bank in 2000, Leithner was a partner at McKinsey & C PhD in Finance from the University of St. Gallen, Switzerland,Rainer Neske Global Head of the Private & Business Clients Division Rainer Neske has been a member of Deutsche Bank’s Management Board since 2009 and a member of the Group Executive Committee since 2003. He is responsible for Deutsche Bank’s Private & Business Clients division globally. He is Chairman of the Supervisory Board of Deutsche Bank Privat- und Geschiifiskunden AG and of Deutsche Postbank AG and a member of the Advisory Board of Deutsche Vermigensberatung AG. Neske joined Deutsche Bank in the IT division in 1990, He completed his studies in Computer Science and Business Administration in 1990 and holds a “Diplom-Informatiker” degree from Karlsruhe University. Henry Ritchotte Global Chief Operating Officer Prior to his current role, Henry Ritchotte has been Chief Operating Officer for the Corporate & Investment Bank since 2010, having previously been COO for the Global Markets division. He has been a lynchpin of the strategic recalibration and further integration of the Corporate & Investment Bank. His previous roles included Head of Global Markets in Tokyo. Ritchotte joined Deutsche Bank in 1995 in fixed income sales after starting his career with Merrill Lynch in New York in 1993. He speaks six languages and holds a Bachelor's degree in History from Haverford College, a Master’s degree in East Asian Studies and an MBA from the University of Chicago.PUBLIC EXHIBIT 3Public Exhibit 3 Question 6 Describe the bank regulatory system in the applicant's home country and, if different, the home country of any top tier foreign bank in the ownership chain. For each bank in a different home country, the descriptions should address: (a) the extent to which the bank is subject to comprehensive supervision or regulation on a consolidated basis by its home country authorities; (b) the powers and functions of bank supervisory authorities; and (©) the frequency and scope of direct or indirect supervisory examinations of banks. REGULATION AND SUPERVISION IN GERMANY — BASIC PRINCIPLES Deutsche Bank is authorized to conduct banking business and to provide financial services as set forth in the German Banking Act (Kreditwesengesetz - KWG). Deutsche Bank is subject to comprehensive regulation and supervision by the German Federal Financial Supervisory Authority (Bundesanstalt ftir Finanzdienstleistungsaufsicht, “BaFin”) and the Deutsche Bundesbank (“Bundesbank”), the German central bank. The BaFin is a federal regulatory authority and reports to the German Federal Ministry of Finance. It supervises the operations of German banks to ensure that they are in compliance with the German Banking Act and other applicable German laws and regulations. The Bundesbank supports the BaFin and closely cooperates with it. The cooperation includes the ongoing review and evaluation of reports submitted by Deutsche Bank and of its audit reports, as well as assessments of the adequacy of its capital base and risk management systems. The BaFin and the Bundesbank require German banks to file comprehensive information in order to monitor compliance with applicable legal requirements and to obtain information on the financial condition of banks. Deutsche Bank makes filings with the BaFin and the Bundesbank regarding its financial condition on a quarterly basis, as well as an annual financial filing. Generally, supervision by the BaFin and the Bundesbank applies on an unconsolidated ba (company only) and on a consolidated basis (the company and the entities consolidated with it for German regulatory purposes). Parent banks of a consolidated group may waive the application of capital adequacy requirements, large exposure limits and certain organizational requirements on an unconsolidated basis if certain conditions are met. Deutsche Bank meets these conditions and has waived application of these rules since January 1, 2007. The German Banking Act The German Banking Act contains the principal rules for German banks, including the requirements for a banking license, and regulates the business activities of German banks. In particular it requires that an enterprise that engages in one or more of the activities defined in the German Banking Act as “banking business” or “financial services” in Germany must be licensed as a “credit institution” or “financial services institution”, as the case may be. Deutsche Bank is licensed as a credit institution The German Banking Act and the rules and regulations adopted thereunder implement certain European Union directives relating (o banks, These directives reflect recommendations of the Basel Committee on Banking Supervision and address issues such as accounting standards,Public Exhibit 3 regulatory capital, risk-based capital adequacy, the monitoring and control of large exposures, consolidated supervision and liquidity. The Basel 3 framework, which provides for increased regulatory capital and liquidity requirements, is expected to be implemented mainly through a European Union regulation which applies directly in every member state, and to a limited extent through a European Union directive and subsequent national transposition legislation, Consolidated Regulation and Supervision The provisions of the German Banking Act on consolidated supervision require that each group of institutions taken as a whole complies with the requirements on capital adequacy and the limitations on large exposures described above, A group of institutions generally consists of a domestic bank or financial services institution, as the parent company, and all other banks, financial services institutions, investment management companies, financial enterprises, payment institutions or ancillary services enterprises in which the parent company holds more than 50% of voting rights or on which the parent company can otherwise exert a controlling influence. Special rules apply to joint venture arrangements that result in the joint management of another bank, financial services institution, investment company, financial enterprise, bank service enterprise or payment institution by a bank and one or more third parties Financial groups which offer services and products in various financial sectors (banking and securities business, insurance and reinsurance business) are subject to supplementary supervision as a financial conglomerate once certain thresholds have been exceeded. The supervision on the level of the conglomerate is exercised by the BaFin. It comprises requirements regarding own funds, risk concentration, risk management, transactions within the conglomerate and organizational matters. Following the acquisition of Abbey Life Assurance Company Limited, the BaFin determined in November 2007 that Deutsche Bank is a financial conglomerate. ‘The main effect of this determination is that since 2008 Deutsche Bank has been reporting to the BaFin and the Bundesbank capital adequacy requirements and risk concentrations also on a conglomerate level. In addition, Deutsche Bank is required to report significant conglomerate internal transactions as well as significant risk concentrations. The German Securities Trading Act Under the German Securities Trading Act, the BaFin regulates and supervises securities trading in Germany. The German Securities Trading Act contains, among other things, disclosure and transparency rules for issuers of securities that are listed on a German exchange and prohibits insider trading with respect to certain listed securities. The German Securities Trading Act also contains rules of conduct, These rules of conduct apply to all businesses that provide securities services. Securities services include, in particular, the purchase and sale of securities or derivatives for others and the intermediation of transactions in securities or derivatives and certain types of investment advice, The BaFin has broad powers to investigate businesses providing securities services to monitor their compliance with the rules of conduct and the reporting requirements, In addition, the German Securities Trading Act requires an independent auditor to perform an annual audit of the securities services provider's compliance with its obligations under the German Securities Trading Act. The European Commission has brought forward several legislative proposals which would result, if enacted, in further regulation of securities trading and the trading in derivatives in particular.Public Ex! INVESTIGATIVE, ENFORCEMENT AND RESTRUCTURING POWERS, Investigations and Official Audits The BaFin conducts audits of banks on a random basis, as well as for cause. The BaFin is also responsible for auditing internal risk models used by a bank for regulatory purposes. It may revoke the approval to use such models or impose conditions on their continued use for regulatory purposes. The BaFin may require a bank to furnish information and documents in order to ensure that the bank is complying with the German Banking Act and applicable regulations. The BaFin may conduct investigations without having to state a reason therefor. Such investigations may also take place at a foreign entity that is part of a bank’s group for regulatory purposes. Investigations of foreign entities are limited to the extent that the law of the jurisdiction where the entity is located restricts such investigations. ‘The BaFin may attend meetings of a bank’s supervisory board and shareholders’ meetings. It also has the authority to require that such meetings be convened. Enforcement Powers The BaFin has a wide range of enforcement powers in the event it discovers any irregularities. It may remove the bank's managers from office, transfer their responsibilities in whole or in part to 1a special commissioner or prohibit them from exercising their current managerial capacities. The Bakin may also cause the removal of members of the supervisory board of a bank if they are not reliable, lack the necessary expertise or violate their duties. Deutsche Bank has 18 BaFin audits this year as per current schedule, of which all are global in nature, Once initial data is obtained, the scope of the audits will become more clear, especially with regards to the locations affected. If a bank’s own funds are inadequate, if a bank does not meet the liquidity requirements, or if based upon the circumstances, the BaFin concludes that a bank will likely not be able to continuously fulfill the statutory capital or liquidity requirements, the BaFin may take a variety of measures in order to improve the capitalization or liquidity of the bank. In particular, the BaFin may prohibit or restrict a bank from distributing profits, taking balance sheet measures in order to offset an annual loss or to generate distributable profits, making payments on instruments that constitute own funds if such payments are not covered by the bank's annual profit, or extending credit. The BaFin may also order a bank to adopt certain measures to reduce risks if such risks result from particular types of transactions or systems used by the bank. Generally, these enforcement powers also apply to the parent bank of a group of institutions in the event that the own funds of the group are inadequate on a consolidated basis. Ifa bank is in danger of defaulting on its obligations to creditors, the BaFin may take emergency measures (o avert default. These emergency measures may include: issuing instructions relating to the management of the bank; prohibiting the acceptance of deposits and the extension of credit; prohibiting or restricting the bank’s managers from carrying on their functions; prohibiting payments and disposals of assets; closing the bank’s customer services; andprohibiting the bank from accepting any payments other than payments of debts owed to the bank. In order to ensure compliance with applicable supervisory law, the BaFin may also appoint a special representative and delegate the responsibilities and powers of corporate bodies of a bank to such special representative if certain conditions are met. If these measures are inadequate, the BaFin may revoke the bank’s license. Only the BaFin may file an application for the initiation of insolvency proceedings against a bank, Violations of the Banking Act may result in criminal and administrative penaltiesPUBLIC EXHIBIT 4Public Exhibit 4 Question 7 Provide a brief history of the applicant including ranking by asset size in its home country and number of offices operated in the home country. Summarize the applicant's experience in international banking to include: the yolume and character of its current international business; a description of the structure of the applicant's foreign or international department; the location, number, and asset size of existing foreign offices; and the number of international staff. History np Dev! Deutsche Bank is a stock corporation organized under the laws of Germany. Deutsche Bank originated from the reunification of Norddeutsche Bank AKtiengesellschaft, Hamburg, Rheinisch-Westfiilische Bank Aktiengesellschaft, Ditsseldorf, and Sddeutsche Bank Aktiengesellschaft, Munich. Pursuant to the Law on the Regional Scope of Credit Institutions, these were dis-incorporated in 1952 from Deutsche Bank, which had been founded in 1870. The merger and the name were entered in the Commercial Register of the District Court Frankfurt am Main on May 2, 1957. Deutsche Bank is registered under registration number HRB 30 000. Deutsche Bank’s registered address is ‘Taunusanlage 12, 60325 Frankfurt am Main, Germany, and its telephone number is 011-49-69-910-00. Deutsche Bank’s agent in the United States is: Peter Sturzinger, Deutsche Bank Americas, c/o Office of the Secretary, 60 Wall Street, Mail Stop NYC60-4006, New York, NY 10005. BUSINESS OVERVIEW Headquartered in Frankfurt am Main, Germany, Deutsche Bank is the largest bank in Germany and one of the largest financial institutions in Europe and the world, as measured by total assets of € 2,032 billion as of March 31, 2013. (A detailed copy of Deutsche Bank’s 2012 year-end financial statement is provided as Public Exhibit 5 and a copy of Deutsche Bank’s quarterly financial statement for the periods ending on March 31, 2013 and June 30, 2013 is provided as Public Exhibit 6). As of December 31, 2012, Deutsche Bank employed over 90,000 people on a full-time equivalent basis and operated in 72 countries out of more than 2,900 branches worldwide, of which 65% were in Germany. Deutsche Bank offers a wide variety of investment, financial and related products and services to private individuals, corporate entities and institutional clients around the world. Deutsche Bank’s business units are: Asset & Wealth Management, Corporate Banking & Securities, Global Transaction Banking and Private & Business Clients Asset & Wealth Management. With more than EUR 820 billion of invested assets, Deutsche Bank Asset & Wealth Management (AWM), which includes the Asset Management and Private Wealth Management departments, is one of the world's leading investmentPublic Exhibit 4 organizations. AWM helps individuals and institutions worldwide to protect and grow their wealth, offering traditional and alternative investments across all major asset classes. AWM also provides customized wealth management solutions and private banking services to high-net-worth individuals and families Corporate Banking & Securities Corporate Banking & Securities (CB&S) consists of Markets and Corporate Finance. Markets combines the sales, trading and structuring of a wide range of financial market products, including bonds, equities and equity-linked products, exchange traded and over-the-counter derivatives, foreign exchange, money market instruments, securitized instruments and commodities. Corporate Finance is responsible for mergers and acquisitions, including advisory, debt and equity issuance, and capital markets coverage of large and medium-sized corporations. Regional and industry-focused teams ensure the delivery of the entire range of financial products and services. Global Transaction Banking: Global Transaction Banking (“GTB”) today is a world class provider of Cash Management, Trade Finance and Trust & Securities Services for corporate clients and financial institutions. The whole spectrum of innovative and market leading Transaction Banking products are promoted by a skilled sales force and serviced by a dedicated team of client-focused professionals. GTB leverages close partnerships with colleagues across CB&S and Asset Wealth Management AWM’) to optimize opportunities for customers while expanding its market leading position in Europe and further strengthening its presence in the Americas and Asia Pacific, Private & Business Clients: With more than 28 million customers in eight countries, Deutsche Bank's Private & Business Clients (“PBC”) is one of the largest providers of solutions for private clients and small- and medium-sized businesses in Europe. PBC has a three-pillar business structure which consists of Advisory Banking Germany, Advisory Banking International and Consumer Banking Germany and is built on a world class, state-of-the-art product, services and technology platform. ‘These divisions are supported by infrastructure functions. In addition, we have a regional management function that covers regional responsibilities worldwide. We have operations or dealings with existing or potential customers in most countrie world, These operations and dealings include: * subsidiaries and branches in many countries; * representative offices in many other countries; and * one or more representatives assigned to serve customers in a large number of additional countries.Public Exhibit 4 DEUTSCHE BANK'S OPERATIONS IN THE AMERICAS Deutsche Bank is a leading provider of financial services to agencies, corporations, the government, private individuals, and institutions in the Americas (North, Central, and South America). Deutsche Bank first established a presence in the United States in the 19" century and began independent operations in the United States in 1979, opening its first United States branch in New York City. Deutsche Bank acquired Bankers Trust Corporation in 1999 and at such time acquired its two currently owned Federal Deposit Insurance Corporation insured depository institutions. Today, Deutsche Bank employs over 10,000 individuals in the Americas. Deutsche Bank’s North American operations are headquartered at 60 Wall Street, New York, New York. As of March 31, 2013, Deutsche Bank’s U.S. operations had total assets of approximately $474 billion and net income of approximately $365 million,PUBLIC EXHIBIT 5Consolidated Financial Statements Consolidated Statement of Income ~ 243 Consolidated Statement of Comprehensive Income ~ 244 Consolidated Balance Sheet ~ 245 Consolidated Statement of Changes in Equity ~ 246 Gonsolidated Statement of Gash Flows ~ 248. Notes to the Consolidated Financial Statements including Je of Content ~ 249Deutsche nk 2Consoidatd Financial Satna earl Hert 2012 "Coneniatod Satenent of income Consolidated Statement of Income interes a inet expenee Net interest income “Considerar _ stl value oun ret ore ais yosses on fincas Hintncome foes om: ‘hor nso Goes) “ott aorinoret notte “Enmpersaian and bene ytd resimens Total nanan expends Tneorve beore income ines neo ie pone Net near ‘et nos Ababa nano ares sf Osu Bank senor Earnings per Share Eortings Number of shares alin The aczempanying nates are an integral part of the Consolidated Financiat Statements,Deutsche Bank 2 Consotsate Finan Sister Consolidated Statement of Comprehensive Income Net incoma recognized in cores Saieent (ira: comprehensive income suai gain ose) rlbed io dotnoa benett pana kere Tax es, ae a! gars (ose) on ananassae avaiable lr sake” \Unoaizod at gan (seas) ang curing the gore, bore ax ars _Ha gain) asses raclasaed a pot ors. tore oe i162) Taeesizas nt gas Gosses] on derativas hedging vray of cash Fam ‘Umenizes net gars losses) ansng suing he perio. ofr tax eta. losses recineated to pot ose, toe Het gains) lossos oclassifd ta pref or os, 5 5695) rom equily mao ee — 88) “Tazon nel gas (iosses nother comprohons = any ‘Gtner comorehensive income. net of 332 “otal comprehensive insane, net of x 23 “Aussie ‘Deutsche Bank shore a4 ‘Ioana aad dined beret pars. before taxa settee son na wna este Song The accompanying notes are an integral part of the Consolidated Financial Statements.Deutsche Bane 02 Consolidated Financia Statement Consolidated Balance Sheet “rang assole ass o.ane Paste marke vals from orale nancial insirumen Tense $50.502 nan nora designed a fava tug rol oss 187.027 100293, Tolar assets alr vei teagh prot rlase ‘f wrigh 80 Bilin an € 87 biion wor plod io erodtors acon be sald or 18, 15,21, 22, _tojladged at Oacenber 1, 2012, aad 30M respectively Finanen arts avn or ae ‘of which € O lan and € 9 bilan ware peg a credoes ond can bo ld er faplecgud at Docenber 32012, ara 2018, respecily Eu; meno vestments 20008 1.280709 1 Hhsh 2 bilan and € 8 len war pledged to eredrs and can be Slt or tepid each yar ending December 31,2012 end 201, respecively ___18.20,21,22__serare anata Biopory sr qn ma ‘Goowwand oh wrangibe aso 2 20, ‘Ohersus — Bar a Fae ecto as = 2.30 Dein is sears 3 76. Tot aeeis Zoe, ‘aie aug oc aresS raring nttes sists sa. Naan sat vs fom deat finan nse were aes Facial bites designated ate aa tora 0 Us woos = 18310 coat a Te aoe es ‘as7.s19_ Be. ar vihog, anes 2a 2 tonal pain espia : : — a ee “ol shared eau Terennteting nest Toit equ Joist iabiner and og Tage 103 he accompanying noles are an integral part of the Consolidated Financial Statements.Deutecheaank 62. Consolcated Finacial sttemens ne Roane io 2012 Ghnscined sent changer meaty Consolidated Statement of Changes in Equity voi Sia) SL, “Dota promis dita alr en eons en coren shes Bucs 8 rey stare - = = soa sores a mp a = —= Hea Soe aT FEE = ei (Caen duende pd Tne reso pera i hrs Bat od wonpSrean ane EneaDeutsche Bank Financia Report 2012 2 -Consalianied Fiala Statements {Consolidated Stelomentol Caanges n EnUity =o eee). tid Ter aaa e Ee Ta = TE aor Ties a7 ‘The accompanying notes are an integral part of the Consolidated Financial Statements,aneat Reon 2072 Contotdoted Stotomort ach lows Consolidated Statement of Cash Flows = aaa ee a = —— 2g gs Depots cosy “cates zee ‘ram o ment, : ser ws86 (17,684) a EE oo ee a ere ee an fg RE feyateruenes mm a recreate eee te BS os Dae oat : 1703) 135%) 4,389) eee ist Sage ring rarest 8) ” Ta cash prowded wy Toned nena ma 380) oe ae By se cae Teal ess sia "RAY RN won icc BT aa aN Sa The accanipanying notes are an inlogral part of the Consolidated Financial Statements.Deutsche Bans (02- Consolidated Financial Statements ne Panel Rear: 2012 ‘Notes tothe Consolidated Financial Sttements Notes to the Consolidated Financial Statements Notes to the Consolidated Financial Statomonts (01 ~ Significant Accounting Poticies ~ 250 02 Crical Accounting Estimates — 274 03 Recently Adopted and New Accounting Pronouncements — 278 4 — Acquisitions and Dispositions - 282 05 — Business Sogmonts and Related Information ~ 204 Notes tothe Consolidated Income Statement (08 — Nat interest Income and Net Gains (Losses) on Financial Asses/Liabiltios at Fair Value through Profi or Loss ~ 303, 7 — Commissions and Fee Income ~ 204 (08 -Net Gains (Losses) on Financial Assots Avaliable for Sale ~ 205 (09 Other income ~ 305 10 Ganeral and Administrative Expenses ~ 308 11 Restructuring - 305 12 Eamings per Share ~ 907 Notes to the Consolidated Balance Sheot 49 Financial Assets/Labilties at Fair Value through Profi or Loss ~ 308 116 Amendmonts to IAS 39 and IFRS 7, "Reclassification of Financial Assets" ~ 909 15 Financial Instruments carried at Fair Value ~ 311 46 Fair Value of nancial instrumants not cariod at Fa Ve 17 Financial Assets Available for Sale - 323 18 Equity Method investments ~ 324 19 Loans = 326 20 Allowance for Credit Losses ~ 328 21 Transfors of Financial Assets — 227 22. Assets Piedged and Received as Colateral~ 320 23 Property and Equipment ~ 330 24 Leases -331 25 ~ Goodwal and Othor Intangible Assots ~ 332 26 - Non-Current Assets and Disposal Groups Held fr Sale ~ 340, 21-- Other Assels and Othor Libiios ~ 343 28 Doposits — 343, 29 Provisions ~ 344 ‘0 Credit elated Commitments and Contingent Liniitios ~ $49, 231 — Other Short-Term Borrowings ~ 350 '32~ Long-Term Debt and Trust Preferred Secures - 360 ‘Addlionat Notos 38 Common Shares ~ 351 34. Employes Benefits ~ 352 35 Income Taxes ~ 369 36 - Derivatives ~ 382 37 — Related Party Transactions ~ 364 8 —Infermation on Subsidiaries - 36 $39 Insurance and Investment Contacts ~ 368 440 — Curent and Non-Curent Assets and Liailiis - 370 441 — Events atter the Reporting Date ~ 372 42 Supplementary latormation tothe Consolidated Financial Statomants according to Soction 315a HGB - 373 43 Shacehoiings ~ 375 atDoutsene Bonk 02.-Consoidaed Financial Statements 250 Financ Rao 2012 Notes tothe Consolidated Finan Stomonts 01 Signiteant Accounting Pails o1- Significant Accounting Policies Basis of Accounting ‘Deutsche Bank Aktiengesellschatt (‘Deutsche Bank” or the "Parent’ is a stock corporation organized under the laws of the Federal Republic of Germany. Deutsche Bank togather with all entities in which Deutsche Bank has {a controling financial interest (Ihe "Group") is a global provider of a ful range of corporate and investment banking, private clients and asset management products and services. For a discussion of the Group's busi- ness segment information, see Note 05 "Business Segments and Related Information’. ‘The accompanying consolidated financial statements are stated in euros, the presentation currency of the ‘Group. All financial information presented in milion auras has been rounded to the nearest milion. The consol idated financial statements have been prepared in accordance with International Financial Reporting Stand- ‘ards (IFRS) as issued by the Intemational Accounting Standards Board ("IASB") and endorsed by the European Union ("EU'), The Group's application of IFRS results inno differences between IFRS as issued by the [ASB ‘and IFRS as endorsed by the EU. Risk disclosures under IFRS 7, "Financial Instruments: Disclosures" about the nature and extent of risks arising ‘rorn financial instruments are incorporated herein by reference tothe portions marked by a bracket in the margins of the Risk Report, Ths is also applicable for capital disclosures as requited under IAS 1, "Presentation of Finan- ial Statements “The preparation of financial statemonts under IFRS requires management to make estimates and assumptions for certain categories of assets and liabilities. Areas where this is required include the fair value of certain finan- cial assets and labilties, the reclassification of financial assels, the impairment of loans and provision for of balance-sheet positions, the impairment of other financial assets and non-financial assets, the recognition and ‘measurement of deferred tax assets, and the accounting for legal and regulatory contingencies and uncertain tax positions. These estimates and assumptions affect the reported amounts of assets and tables and dis- ‘closure of contingent assets and labilties at the balance sheet date, and the reported amounts of revenue and ‘expenses during the reporting period. Actual results could differ from management’ estimates. Refer to Note 02 “Critical Accounting Estimates" for a description of the citical accounting estimates and judgments sed in the preparation of the financial statements. Discount Rate for Defined Benefit Pension Plans 1n.2012 the Group decided to broaden and hence stabilize the underlying bond portfolio relating to the dis ‘count rate applied in the eurozone for defined benefit pension plans by including high quality covered bonds ‘and to refine the curve extrapolation by adjusting the underlying bond portfolio while retaining the overall AA- ‘credit quality of the curve. The refinement resulted in an increase in the discount rate of 70 basis points and ‘consequently reduced the actuarial losses flowing through other comprehensive income by approximately € 700 millon before tax in the year 2012, Credit Valuation Adjustment (CVA) and Debt Valuation Adjustment (DVA) Inthe fourth quarter 2012, the Group's valuation methodology for incorporating the impact of own crest risk in the fair value of derivative contracts was refined (commonly referred to as Debt Valuation Adjustment). Prev ‘ously the Group had calculated the effect of own credit isk on derivative liabilities using historic default levels. ‘The refinement in methodology has moved DVA to a market based approach. The impact of the refinement in DVA methodology was a € 517 milion income which has been recognized in the Consolidated Statement of Income. In addition, during the fourth quarter 2012 the Group made refinements to its CVA methodology as ‘greater transparency of the market value of counterparty credit became possible. The impact of tis refinement in CVA methodology is a € 288 milion loss which has been recognized in the Consolidated Statement of In- come,Deutecho Bank 02- Consolidated Finance Statements 2s Financial Meare 2012 Noes to the Consotdated Financial Sttomonts 01 Sigiteant Accounting Paces Valuation Approach for Collateralized Derivative Contracts Inthe second quarter 2011, the Group's valuation approach for substantially ail ofits collateralized derivative ‘contracts moved to using the overnight indexed swap (OIS) curve in order to more consistently manage the Interest rate and funding risks associated with collateralized derivatives inline with their pricing. This change in ‘approach to OIS did not have a material impact on the Group's consolidated financial statements in 2011 and 2012, Assignment of Revenue Components in PBC. ‘The presentation of PBC product revenues was modified inthe first quarter 2011 following a review of the assignment of specific revenue components to the product components. In order to facilitate comparability, revenues of € 73 milion were transferred from credit products to deposits and payment services in 2010. ‘This adjustment had no impact on PBC's total revenues. Allowance for Loan Losses ‘The Group applies estimates in determining the allowance for loan losses in its homogeneous loan portfolio \which use statistical models based on historical experience. On a regular basis the Group performs procedures to align input parameters and model assumptions with historically evidenced loss levels, Alignment of input parameters and model assumptions in 2010 led to @ lower level of provisions for credit losses of € 28 milion in 2010. No such alignments were made in 2011 and 2012. Significant Accounting Policies The following is a description ofthe significant accounting policies of the Group. Other than as previously de- seribed, these policies have been consistently applied for 2010, 2011 and 2012. Principles of Consolidation ‘The financial information in the consolidated financial statements includes that forthe parent company, Deutsche Bank AG, together with is subsidiaries, including certain special purpose entities (‘SPES"), present ed as a single economic unt Subsidiaries ‘The Group's subsidiaries are those enlities which it controls. The Group controls entities when ithas the power to govern the financial and operating policies of the entity, generally accompanying a shareholding, either di- rectly or indirectly, of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered in assessing whether the Group controls an entity ‘The Group sponsors the formation of SPEs and interacts with non-sponsored SPEs for a varely of reasons, including allowing clients to hold investments in separate legal entiies, allowing clients to invest jointly in alternative assets; for asset securiization transactions; and for buying or selling credit protection. When assessing whether lo consolidate an SPE, the Group evaluates a range of factors, including whether (1) the activites of the SPE are being conducted on behalf of the Group according to its speci business needs so that the Group obtains the benefits from the SPE’s operations, (2) the Group has decision-making powers to obtain the majority of the benefits, (3) the Group obtains the majority ofthe benefits of the activities of the SPE, fr (4) the Group retains the majority of the residual ownership risks related to the assets in order to obtain the benefis from its actiities. ‘The consolidation assessment considers the exposures that both the Group and third parties have in relation to the SPE via derivatives, debt and equity Instruments and other instruments. The Group consolidates an SPE if ‘an assessment ofthe relevant factors indicates that it controls the SPE. Subsidiaries are consolidated from the date on which control is transferred to the Group and are no longer ‘consolidated from the date that control ceases,Dbeutsene Beni 02. Congoidated Financial Statoments 82 eon 2012 Notes to the Consolidated Fnanes! Statements 0 -Signeant Accounting Posie “The Group reassesses consolidation status atleast at every quarterly reporting date. Therefore, any changes In structure are considered when they occur. This includes changes to any contractual arrangements the ‘Group has, including those newly executed with the entity, and is not only limited to changes in ownership. “The Group reassesses ils treatment of SPEs for consolidation when there is an overall change in the SPE's ‘arrangements or when there has been a substantive change in the relationship between the Group and an ‘SPE. The circumstances that would indicate that a reassessment for consolidation is necessary include, but ‘are not limited to, the following: — substantive changes in ownership of the SPE, such as the purchase of more than an insignificant ada tional interest or disposal of more than an insignificant interest in the SPE; — changes in contractuel or governance arrangements of the SPE; — adaltional activities undertaken in the structure, such as providing a liquidity facility beyond the terms es- tablished originally or entering into a transaction with an SPE that was not contemplated originally; — changes in the financing structure ofthe entity In addition, when the Group concludes that the SPE might require additional support to continue in business, ‘and such support was nat contemplated originally, and, if required, the Group would provide such support for reputational or other reasons, the Group reassesses the need to consolidate the SPE. “The reassessment of control over the existing SPEs does not automatically ead to consolidation or deconsol- dation. In making such a reassessment, the Group may need to change its assumptions with respect to loss probabilities, the likelihood of additional liquidity facilities being drawn inthe future and the likelInood of future actions being taken for reputational or other purposes. All currently available information, including current ‘market parameters and expectations (such as loss expectations on assets), which would incorporate any ‘market changes since inception of the SPE, is used in the reassessment of consolidation conclusions, Allintercompany transactions, balances and unrealized gains on transactions between Group companies are ‘eliminated on consalidation. Consistent accounting policies are applied throughout the Group for the purposes of consolidation, Issuanoas of a subsidiary’s stock to third parties ae treated as noncontroling interests, [At the date that control of @ subsidiary is lost, the Group a) derecognizes the assets (including attributable ‘goodwill) and liabilities of the subsidiary al their carrying amounts, b) derecognizes the carrying amount of any ‘oncontroling interests in the former subsidiary (including any components in accumulated other comprehen- sive income attributable to the subsidiary), ) recognizes the fair value of the consideration received and any {distribution of the shares of the subsidiary, d) recognizes any investment retained inthe former subsiciary atts {air value and e) recognizes any resulting difference of the above items as a gain or loss in the income statement. Any amounts recognized in prior periods in other comprehensive income in relation to that sub- sidiary would be reclassified to the consolidated statement of income at the date that contra is lost ‘Assets held in an agency or fiduciary capacity are not assets of the Group and are not included in the Group's consolidated balance sheet Business Combinations and Noncontrolling Interests ‘The Group uses the acquisition method to account for business combinations. At the date the Group obtains Ccontral of the subsidiary, the cost of an acquisition is measured atthe fair value of the consideration given, in= ‘dluding any cash or non cash consideration (equity instruments) transferred, any contingent consideration, any previously held equity interest in the acquiree and labilties incurred or assumed. The excess of the aggregate ‘of the cost of an acquisition and any nencontroling interest in the acquiree over the Group's share ofthe fair value of the identifiable net assets acquired is recorded as goodil.f the aggregate of the acquisition cost and any noncontrelling interest is below the fair value of the identifiable net assets (negative goodwill), a gain may be reported in other income. Acquisition-elated costs are recognized as expenses in the period in which they are incurred.Deutsone Bank (02-Consoidoted Financial Statements 283 Finan Reon 2012 Nove to th Consoicates Hnanesl Statements 61 sigitcant Accounting Pocies ‘The accounting at the acquisition date may be based on provistonal amounts. Adjustments to the provisional ‘amounts are made by the Group if new information about facts and crcumstances that existed atthe acquisi- tion date is obtained within one year (referred to as the measurement period) which, if known, would have affected the amounts initial recognized. Where a measurement period adjustment is identified, the Group ‘adjusts the fair values of identifiable assets and liabilities and goodwill in the measurement period as if the ‘accounting for the business combination had been completed at the acquisition date. Comparative information {or prior periods presented in financial statements is revised accordingly ifthe acquisition date relates to prior reporting periods. The effects of measurement period adjustments may also cause changes in depreciation ‘and amortization recognized in prior periods. In business combinations achieved in stages (‘step acquisitions"), a previously held equiy interest in the acquires is remeasured to its acquisition-date fai value and the resuiting gain or loss, if any, is recognized in proft or Joss. Amounts recognized in prior periods in other comprehensive income associated with the previously held investment would be reclassified o the consolidated statement of income atthe date that contol is obtained, as if the Group had disposed of the previously held equity interest ‘Noncontrolling interests are shown in the consolidated balance sheet as a separate component of equity, which is distinct from the Group's shareholders’ equity. The net income attributable to noncontroling interests is ‘separately disclosed on the face of the consolidated statement of income. Changes in the ownership interest in subsidiaries which do not result in a change of control are treated as transactions between equity holders and ‘are reported in additional paid-in capital (APIC).. Associates and Jointly Controlled Entities ‘An associate is an entity in which the Group has significant influence, but not a controling interest, over the operating and financial management policy decisions of the entity. Significant influence is generally presumed When the Group holds between 20% and 50% ofthe voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered in assessing whether the Group has significant influence, Among the other factors that are considered in determining whether the Group has significant influence are representation on the board of directors (supervisory board in the case of German ‘stock corporations) and material intercompany transactions. The existence of these factors could require the application of the equity method of accounting fora particular investment even though the Group's investment is less than 20% of the voting stock. A jointly controlled entity exists when the Group has a contractual arrangement with ane or more parties 10 Undertake activities through entities which are subject to joint control, Investments in associates and jointly controlled entities are accounted for under the equity method of accounting, ‘The Group's share of the resulls of associates and jointly controlled entities is adjusted to conform to the accounting policies of the Group and are reported in the consolidated statement of income as net income (loss) from equity method investments. The Group's share in the associate's profits and losses resulting from inter- company sales is eliminated on consolation. ifthe Group previously held an equity interest in an entity (for example, as availabe for sale) and subsequently ‘gained significant influence, the previously held equity ilorest is remeasured to fair value and any gain or loss, is recognized in the consolidated statement of income. Any amounts previously recognized in other com- prehensive income associated with the equity interest would be reciassified to the consolidated statement of income at the date the Group gains significant influence, as ifthe Group had disposed ofthe previously held equity interest Under the equity method of accounting, the Group's investments in associates and jointly controlled entities are intially recorded at cost including any directly related transaction costs incurred in acquiring the associate, and ‘subsequently increased (or decreased) to reflect bath the Group's pro-rata share of the postacquisition net income (or loss) of the associate or jointly controlled entity and cther movements included directly in the equityDeutsche nk (2 -Consoidated Financial Statements 256 pu Reon 202 Notes tothe Consolidated Financ! Statements 61 Significant Accounting Poicies of the associate or jointly controlled entity. Gooduil arising on the acquisition of an associate or a jointly con- trolled entity is included in the carrying value of the investment (net of any accumulated impairment loss). AS _gooduil is not reported separately its not specifically tested for impaimment. Rather, the entire equity method Investment is tested for impairment. ‘Ateach balance sheet date, the Group assesses whether there is any objective evidence that the investment inan associate or jointy controlled entily is impaired. IF there is objective evidence of impairment, an impair- ‘ent testis performed by comparing the investment’s recoverable amount, which is the higher ofits value in se and fair value less costs to sel, with its carrying amount. An impairment loss recognized in prior periods is only reversed if there has been a change in the estimates used to determine the investment's recoverable ‘amount since the last impairment loss was recognized. If this is the case the carrying amount of the investment is increased to its higher recoverable amount. That increase is a reversal of an impairment oss. Equity method tosses in excess of the Group's carrying value of the investmentin the entity are charged against ‘ther assets held by the Graup related to the investes. If those assets are written down to zero, a determination is made whether to report addtional losses based on the Group's obligation to fund such losses. A the date that the Group ceases to have significant influence over the associate or jointly controlled entity the Group recognizes a gain or joss on the disposal of the equity method investment equal to the difference between the sum ofthe fair value of any retained investment and the proceeds from disposing of the associate {and the then carrying amount af the investment. Amounts recognized in prior periods in other comprehensive incor in relation to the associate or jointly controlled enity would be reclassified to the consolidates state- ment of income. ‘Any retained investment is accounted for as a financial instrument as described in the section entitled “Finan- Gal Assets and Liabilties” as follows. Non-Current Assets Held for Sale and Discontinued Operations Individual non-cutrent non-financial assets (and disposal groups) are classified as held for sale if they are available for immediate sale in their present condition subject only to the customary sales torms of such as- sets (and disposal groups) and their sale is considered highly probable. For a sale to be highly probable, management must be committed to a sales plan and actively looking for a buyer. Furthermore, the assets (and disposal groups) must be actively marketed at @ reasonable sales price in relation to their current fair value and the Sale should be expected to be completed within one year. Non-current non-financial assets {and disposal groups) which meet the criteria for held for sale classification are measured at the lower of thelr carrying amount and fair value less costs to sell and are presented within “Other assets" and “Other liabilities” in the balance sheet. The comparatives are not re-presented when non-current assets (and disposal groups) are classified as held for sale. If the disposal group contains financial instruments, no adjustment to their carrying amounts is permitted. Discontinued operations are presented separately in the income statement if an entity or a component of an entity has been disposed of or is classified as held for sale and (a) represents a separate major line of busi- ness or geographical area of operations, (b) is part ofa single coordinated plan to dispose of a separate ma- jor line of business or geographical area of operations, or (c) is a subsidiary acquired exclusively with a view to resale, Net income (loss) from discontinued operations includes the net total of net income (loss) before tax fom discontinued operations and discontinued operations tax expense. Similarly the net cash flows attibuta- bile to the operating investing and financing activities of discontinued operations have to be presented sepa~ rately. The comparative income statement and cash flow information is re-presented for discontinued operations,Deutsche Bonk 102 Consoldatd Financial Statements 255 Facil Ropar 2012 Noes to tne Consliated Finan Statements Dy = Significant Accounting Policies Foreign Currency Translation ‘The consolidated financial statements are prepared in euro, which isthe presentation currency of the Group, ‘Various entities in the Group use a different functional currency, being the currency of the primary economic environment in which the entity operates. ‘An entity records foreign currency revenues, expenses, gains and losses in its functional currency using the exchange rates prevailing at the dates of recognition. Monetary assets and liabilties denominated in currencies other than the entiy’s functional currency are trans- lated at the period end closing rate. Foreign exchange gains and losses resulting from the translation and settlement of these items are recognized in the consolidated statement of income as net gains (losses) on financial assetsfiabilties at fair value through profit or loss in order to align the transtation amounts with those recognized from foreign currency related transactions (derivatives) which hedge these monetary assots and liabiities. Nonmonetary items that are measured at historical cost are translated using the historical exchange rate at the date ofthe transaction. Translation differences on nonmonetary items which are held at fair value through profit lr loss are recagnized in proft or loss. Translation differences on available for sale nonmonetary tems (equity securities) are included in other comprehensive income. Once the available for sale nonmonetary iter is sold, the related cumulative translation difference is transferred to the consolidated statement of income as part of the overall gain or loss on salo of the iter. For purposes of translation into the presentation currency, assets, lables and equity of foreign operations are translated at the period end closing rate and items of income and expense are translated into euros at the rates prevailing on the dates ofthe transactions, or average rates of exchange where these approximate actual rates, The exchange differences arising on the transtation ofa foreign operation are included in other compre- hensive income. For foreign operations that are subsidiarles, the amount of exchange differences attributable to any noncontroling interest is recognized in noncontrolling interests. Upon disposal of a foreign subsidiary and associate (which results in loss of control or significant influence over that operation) the total cumulative exchange differences recognized in other comprehensive income are re- Classified to proft or loss. {Upon partial disposal of a foreign operation that is @ subsidiary and which does not result in loss of control, the proportionate share of cumulative exchange differences is reclassified from other comprehensive income to ‘noncontroling interests as this is deemed a transaction with equity holders. For @ partial disposal of an associ- ‘ate which does not result in a loss of significant influence, the proportionate share of cumulative exchange Jiflerenoes is reclassified from other comprehensive income to profit or loss. Interest, Fees and Commissions, Revenue is recognized when the amount of revenue and associated costs can be reliably measured, itis probable that economic benefits associated with the transaction willbe realized and the stage of completion of the transaction can be reliably measured. This concept is applied to the key revenue generating activites of the Group as follows. Not interest Income ~ Interest from all interest-bearing assets and liabiliies is recognized as net interest in- ‘come using the effective interest method. The effective interest rate is a method of calculating the amortized cost of a financial asset ora financial liability and of allocating the interest income or expense over the relevant period using the estimated future cash flows. The estimated future cash flows used in this calculation include those determined by the contractual terms of the asset or lability, all fees that are considered to be integral to the effective interest rate, direct and incremental transaction costs and all other premiums or discounts,Deutsche Bonk 02 Consolidated Financial Stotomonte 258 anal Repo 2012 Notes te the Consoisted Financiel Statements Oy sSigniieant Accounting Pies (Once an impaisment loss ttas been recognized on a loan or available for sale debt security financial asset, although the accrual of inlerest in accordance wilh the contractual terms of the instrument is discontinued, interest income is recognized based on the rate of interest that was used to discount future cash flows for the purpose of measuring the impairment loss. For a loan this would be the original effective interest rate, but a new effective interest rate would be established each time an available for sale debt security is impaired as impairment is measured to fair value and would be based on a current market rate ‘Commission and Fee Income — The recognition of fee revenue (including commissions) is determined by the purpose of the fees and the basis of accounting for any associated financial instruments. f there is an asso- lated financial instrument, feos that are an integral part of the effective interest rate ofthat financial instrument are included within the effective yield calculation. However, ifthe financial instrument is carried at fair value through profit or loss, any associated fees are recognized in profit or loss when the instrument i initially recog- nized, provided there are no significant unobservable inputs used in determining its fair value. Fees eared from services that are provided over @ specified service period are recognized over that service period. Fees ‘eamed for the completion of a specific service or significant event are recognized when the service has been ‘completed or the event has occurred. Loan commitment fees related to commitments that are not accounted for a fair value through profit or loss are: recognized in commissions and fee income over the life of the commitment if itis untikely that the Group wall center into a specific lending arrangement. It is probable that the Group will enter into a specific lending ar- rangement, he loan commitment foe is deferred until the origination of a loan and recognized as an adjustment to the loan's effective interest rate. Performance-inked fees or fee components are recognized when the performance criteria are fulfilled “The following fee income is predominantly earned from services that are provided over a period of time: invest- ‘ment fund management fees, fiduciary fees, custodian fees, portfolio and other management and advisory fees, cradit-related fees and commission income, Fees predominanity eared from providing transactiontype ser- vices include underwriting fees, corporate finance fees and brokerage fees, Expenses thal are directly related and incremental to the generation of fee income are presented net in Com- missions and Fee Income. ‘Arrangements involving multiple services or products ~ If the Group contracts to provide multiple products, services or rights to @ counterparty, an evaluation is made as to whether an overall fee should be allocated to the diferent components of the arrangement for revenue recognition purposes, Structured trades executed by the Group are the principal example of such arrangements and are assessed on a transaction by transaction basis, The assessment considers the value of items or services delivered to ensure that the Group's continuing involvement in other aspects of the arrangement are not essential tothe items delivered. It also assesses the value of items not yat delivered ang, if there isa right of return on delivered items, the probability of future delivery of remaining lems or services. itis determined that i is appropriate to look atthe arrangements as separate components, the amounts received are allocated based on the rotallve value of each component. If there is no objective and reliable evidence of the value of the delivered item or an individual item is required {to be recognized at fair value then the residual method is used. The residual method calculates the amount to be recognized for the delivered component as being the arnount remaining after allocating an appropriate ‘amount of revenue to all other components Financial Assets and Liabilities ‘The Group dassifes its financial assets and liabilties into the following categories: financial assets and fabil- ties at fair value through proft or loss, loans, financial assets available for sale (’AFS") and other financial liabilities. The Group does not classify any financial instruments under the held-to-maturity category. Appro-Deutsche Bonk (02 -Consolidatad Financial Stements 27 Financ Bepor 2012 Notes to tna Consolidated Fines Statements f= Significant Accounting Pokies priate classification of financial assets and liabilies is determined at the time of inital recognition or when reclassified in the consolidated balance sheet Financial instruments classified at fair value through profit or loss and financial assets classified as AFS are recognized on trade date, which is the date on which the Group commits to purchase or sell the asset or issue ‘or repurchase the financial liability All her financial instruments are recognized on a settlement date basis. Financial Assets and Liabilities at Fair Value through Profit or Loss ‘The Group classifies certain financial assets and financial labiltes as either held for trading or designated at fair value through profit or loss. They are carried at fai value and presented as financial assets at fai value ‘through prof or loss and financial liabilities at fair value through profit or loss, respectively. Related realized {and unrealized gains and losses are included in net gains (losses) on financial assetsfiabiliies a fir value through profit or loss. Interest on interest earning assets such es trading loans and debt securities and divi- ‘dends on equity instruments are presented in interest and simitar income for financial instruments at far value through profit or loss. ‘Trading Assets and Liabillies ~ Financial instruments are classified as held for tracing if they have been crig- nated, acquired or incurred principally for the purpose of selling or repurchasing them in the near term, or they for part of a portfolio of identified financial instruments that are managed together and for which there is evi= dence of a recent actual pattem of short-erm profittaking, Trading assets include debt and equity securities, derivatives held for trading purposes, commodities and trading loans. Trading liabilities consist primarily of {derivative liabilities and short positions. Also included inthis category are physical commodities held by the Group's commodity trading business, at fair value fess costs to sell. Financial Instruments Designated at Fair Value through Profit or Loss ~ Certain financial assets and libilties that do not meet the definition of trading assets and labilties are designated at fair value through profit or loss Using the fair value option. Ta be designated at fair value through profit or loss, nancial assets and liabilities ‘must meet one of the following criteria: (1) the designation eliminates or significantly reduces a measurement ‘oF recognition inconsistency; (2) a group of financial assets or lablties or both is managed and its performance is evaluated on a fair value basis in accordance with a documented risk management or investment strategy; or (3) the instrument contains one or more embedded derivatives unless: (a) the embeded derivative does not significantly modify the cash flows that otherwise would be required by the contract; or (b) itis clear with ttle or rho analysis that seperation is prohibited. In addition, the Group allows the fair value option to be designated ‘only for those financial instruments for which a reliable estimate of fair value can be obtained. Financial assets and liabiliies which are designated at fair value through proft or loss, under the fair value option, include re- purchase and reverse repurchase agreements, certain loans and loan commitments, debt and equity securities and structured note liabilities Loan Commitments Certain lean commitments are designated at fair value through proft or loss under the fair value option. As indicated under the discussion of "Derivatives and Hedge Accounting”, some loan commitments are classified 2a financial liabiliies a fair value through profit or loss. All other loan commitments remain off-balance sheet ‘Therefore, the Group does not recognize and measure changes in fair value of these off-balance sheet loan ‘commitments that resull from changes in market interest rates or credit spreads. However, as specified in the discussion “Impairment of loans and provision for of-balance sheet positions”, these off-balance sheet loan commitments are assessed for impairment individually and where appropriate, collectively Loans Loans include originated and purchased non-derivative financial assets with fixed or determinable payments that are not quoted in an active market and which are not classified as financial assets at fair value through profit or loss or financial assets AFS. An active market exists when quoted prices are readily and regularly‘Deutsche Bank (02-Consaldated Financial Statements 258 Fanci Report 2012 Notes toe Consoidated Financial satemonts = Signihcant Aceouring Poin available from an exchange, dealer, broker, industry group, pricing service or regulatory agency and those prices represent actual and regularly occurring market transactions on an arm's length basis. Loans not acquired in a business combination or in an asset purchase are initially recognized at their trans~ ‘action price, which is the cash amount advanced to the borrower. In addition, the net of direct and incremen- tal transaction costs and fees are included in the initial carrying amount of ioans. These loans are subsequently ‘measured at amortized cost using the effective interest method less impairment. Loans which have been acquired as either part of a business combination or as an asset purchase are initially recognized at fair value at the acquisition date. This includes loans for which an impairment loss had been ‘established by the aoquitee before their intial recognition by the Group. The fair value at the acquistion date incorporates expected cash flows which consider the credit quality of these loans including any incurred losses and becomes the new amortized cost basis. Interest income is recognized using the effective interest method. ‘Subsequent to the acquisition date the Group assesses whother there is objective evidence of impairment in line with the policies described in the section entitiad "Impairment of Loans and Provisions for Off Batance ‘Sheet Positions’, Ifthe loans are determined to be impaired then a loan foss allowance is recognized with a corresponding charge to the provision for credit lasses line in the consolidated statement of income. Releases (of such loan loss allowances established after their inital recognition are included in our provision for credit losses line. Subsequent improvements in the credit quality of such loans for which no loss allowance had been recorded are recognized immediately through an adjustment tothe current carying value and a corresponding ‘gain is recognized in interest income. Financial Assets Classified as Available for Sale Financial assets that are not classified as at fair value through profit or oss or as loans are classified as AFS. ‘Afinancial asset classified as AFS is initially recognized at its fair value plus transaction costs that are directly attributable to the acquisition of the financial asset. The amortization of premiums and accretion of discount are recorded in net interest income. Financial assets classified as AFS are carried at fair value with the changes in fair value reported in other comprehensive income, unless the asset is subject to a fair value hedge, in which ‘case changes in fair value resulting from the risk being hedged are recorded in other income. For monetary financial assets classified as AFS (debt instruments), changes in carrying amounts relating to changes in for- ‘eign exchange rate are recognized in the consolidated statement of income and other changes in carrying amount are recognized in other comprehensive income as indicated above. For financial assets classified as 'AFS that are nonmonetary items (oquily instruments), the gain or loss that is recognized in other comprehen- sive income includes any related foreign exchange component. Financial assets classified as AFS are assessed for impaimont as discussed in the section entitled “Impairment cf financial assets classified as Available for Sale". Realized gains and losses are reported in net gains (losses) ‘on financial assets avaliable for sale. Generally the weighted-average cost method is used to determine the ‘cost of financial assets. Unrealized geins and losses recorded in other comprehensive income are transferred to the consolidated statement of income on disposal of an avalable for sale asset and reported in net gains (losses) on financial assets available for sale. Financial Liabilities Except for financial liabilties at fair value through profit or loss, financial fabilties are measured at amortized ‘cost using the effective interest method. Financial labilies include long-term and shor-lerm debt issued which are initaly measured at fair value, which is the consideration received, net of transaction costs incurred. Repurchases of issued debt in the market are treated as extinguishments and any related gain or loss is recorded in the consolidated statement of income, ‘A subsequent sale of own bonds in the market is realed as a reissuance of debtDeutsche Bank (02-Consoldate Financial Statements 259 Psat Repent Notes to tna ConsctcatodFitancilStatemonts f= Signbeant Accounting Polis Reclassification of Financial Assets ‘The Group may reclassify certain financial assets out ofthe financial assets a fair value through profit or loss classification (trading assets) and the AFS classification into the loans classification, For assets to be reclassi- fied there must be a clear change in management intent with respect to the assets since intial recognition an the financial asset must meet the definition of a loan at the reclassification date. Additionally, there must be an intent and abilty to hold the asset forthe foreseeable future at the reclassification date. There is no single speciic period that defines foreseeable future. Rather, itis @ matter requiring management judgment. In exercising this judgment, the Group established the following minimum requirements for what constitutes foreseeable future. ‘At the time of reclassification, — there must be no intent to dispose of the asset through sale or securitization within one year and no inter- ral or external requirement that would restrict the Group's abil to hold or require sale; and —the business plan going forward should not be to profit from short-term movements in price. Financial assets proposed for reclassification which meet these criteria are considered based on the facts and circumstances of each financial asset under consideration, A positive management assertion is required after taking info account the ability and plausibility to execute the strategy to hol. In addition to the above criteria the Group also requires that persuasive evidence exists to assert that the ‘expected repayment of the asset exceeds the estimated fair value and the returns on the asset wil be opti> mized by holding it for the foreseeable future, Financial assets are reclassified at their far value atthe reclassification date. Any gain or loss already recognized in the consolidated statement of income is not reversed. The fair value ol the instrument at reclassification date becomes the new amortized cost ofthe instrument, The expected cash flows on the financial instruments are ‘estimated at the reclassification date and these estimates are used to calculate a new effective interest rate for the instruments. Ifthere is a subsequent increase in expected future cash flows on reclassified assets as a result Of increased recoverabilty, the effect of that increase is recognized as an adjustment to the effective interest rate from the date of the change in estimate rather than as an adjustment to the carrying amount ofthe asset at the date ofthe change in estimate, If there is a subsequent decrease in expected future cash flows the asset would be assessed for impairment as discussed inthe section entiled “Impairment of Loans and Provision for Oft-Balence Sheet Positions”. Any change in the timing of the cash flows of reclassified assets wihich are not deemed impaired are recorded as an adjustment to the carrying amount of the asset. For instruments reclassified from AFS to loans, any unrealized gain or loss recognized in other comprehensive income is subsequently amortized into interest income using the effective interest rate of the instrument. Ifthe instrument is subsequently impaired, any unrealized loss which is held in accumulated other comprehensive Income for that instrument at that date is immediately recognized in the consolidated statement of income as @ loan loss provision. ‘To the extent that assets categorized as Joans are repaid, restructured or eventually sold and the amount re- oived is tess than the carrying value at that time, then a loss would be recognized in the consolidated statoment Cf income as a component ofthe provision for credit losses, ifthe loan is impaired, or otherwise in other income, ‘tthe loan is not impaired, Determination of Fair Value Fair value is defined as the price at which an asset or liabilty could be exchanged in an amm's length transac tion between knowledgeable, willing parties, other than in a forced or liquidation sale. The fair value of instru- rents that are quoted in active markets is determined using the quoted prices where they represent those at ‘which regulary and recently occurring transactions take place. The Group uses valuation techniques to estab- lish the fair value of instuuments where prices quoted in active markets are not available. Therefore, where possible, parameter inputs to the valuation techniques are based on observable data derived from prices of relevant instruments raded in an active market. These valuation techniques involve some level of managementDeutzene Bane 122~ Consolidated Financia Statements 200 Pane Reert 2012 Noes tot Consotsates Financ Statements 01 Sigifeant Accounting Plces estimation and judgment, the degree of which will depend on the price transparency forthe instrument or mar- ket and the instrument's complexity. Refer to Note 02 °Criical Accounting Estimates” section Fair Value Est ‘mates — Methods of Determining Fair Value" for further discussion of the accounting estimates and judgments required in the determination of fair value. Recognition of Trade Date Profit {there are significant unobservable inputs used inthe valuaion technique, the financial instruments recog rized atthe transaction price and any profit implied from the valuation technique at trade date is deferred. Using systematic methods, the deferred amount is recognized over the period between trade date andthe dato when the market is expected to become observable, or over the ife ofthe trade (whichever is shorter). Such methodology is used because it reflects the changing economic and risk profile ofthe instrument as the market sequent changes in fair value are reported in other comprehensive income. Reversals of impairment losses on equity investments classified as AFS are not reversed through the consoll- dated statement of income; increases in thet fair value after impairment are recognized in other comprehensive income. Derecognition of Financial Assets and Liabilities Financial Asset Derecognition ‘Afinancial asset is considered for derecogntion when the contractual rights to the cash flows from the financial ‘assel expire, or the Group has either transferred the contractual right to receive the cash flows from that asset, ‘orhas assumed an obligation to pay those cash flows to one or more recipients, subject to certain criteria, “The Group derecognizes a transferred financial asset if transfers substantially all the risks and rewards of ownership. “The Group enters into transactions in which it transfers previously recognized financial assets but retains sub- ‘stantially all the associated risks and rewards of those assets; for example, a sale to a third party in which the ‘Group enters into a concurrent total retum swap with the same counterparty. These types of transactions are ‘accounted for as secured financing transactions. In transactions in which substantially all the risks and rewards of ownership of a financial asset are neither relained nor transferred, the Group derecogrizes the transferred asset if control over that asset isnot retained, Le, ifthe transferee has the practical ability to sell the transferred asset. The rights and obligations retained in the transfer are recognized separately as assets and labilites, as appropriate. If contr over the assets ro- tained, the Group continues to recognize the asset to the extent of its continuing involvemont, which is deter- ‘mined by the extent to which i remains exposed to changes in the value of the transfered asset “The derecognition criteria are also applied tothe transfer of part of an asset, rather than the asset as a whole, or to 2 group of similar financial assets in their entirety, when applicable. If transferring a part of an asset, such part must be a specifically identified cash flow, a fully proportionate share of the asset, oF a fully proportionate share of a specifically-identiied cash flow. Ian existing financial asset is replaced by another asset from the same counterparty on substantially different tems, ori the terms ofthe financial asset are substantially modified, the existing financial asset is derecog- rized and a new asset is recognized. Any cifference between the respective carrying amounts is recognized in the consolidated statement of income. ‘Securitization “The Group securiizes various consumer and commercial financial assets, which is achieved via the transfer of these assets to an SPE, which issues securities to investors to finance the acquisition ofthe assets. Financial assets awaiting securitization are classified and measured as appropriate under the policies inthe "Financial ‘Assets and Liabilities” section. The trangferred assets may qualify for derecognition in full or in part, under the ppolcy on derecognition of financial assets. Synthetic securization structures typically invotve derivative finan- il instruments for which the policies in the "Derivatives and Hedge Accounting” section would apply. Those transfers that do not ualify for derecognition may be reported as secured financing or resultin the recognition ‘of continuing involvement labiltes, The investors and the securlizalion vehicies generally have no recourse to the Group's other assets in cases whera the issuers of the financial assets fail to perform under the original terms of those assets.Deutsche Bank 02-Consoidate Financia! Statements 2665 Pinas Reet 2012 Notes tthe Consolidated Financial Statements 01 Significant Accounting Poles Interests in the securtized financial assets may be retained in the form of senior or subordinated tranches, interest only strips or other residual interests (collectively referred to as “retained interests"). Provided the Group's retained interests do not result in consolidation of an SPE, nor in continued recognition ofthe trans {otred assets, these interests are typically recorded in financial assets at fair value through proft or loss and carried at fair value, Consistant with the valuation of similar financial instruments, the fair value of retained tranches or the financial assets is intially and subsequently determined using market price quotations where available or internal pricing models that utlize variables such as yield curves, prepayment speeds, default rates, loss severity, interest rate volatities and spreads. The assumptions used for pricing are based on observable transactions in similar securities and are verified by external pricing sources, where available. Where observa- ble transactions in similar securities and other external pricing sources are not available, management judg ‘ment as described in the section entitled “Fair Value Estimates” must be used to determine fair value, The ‘Group may also periocically hold interests in socuritized financial assets and record them at amortized cost. In situations where the Group has a present obligation (either legal or constructive) to provide financial support to an unconsolidated securitization SPE a provision will be created i the obligation can be reliably measured ‘and itis probable that there will be an oulttow of economic resources required to sete it ‘When an asset is derecognized a gain or loss equal tothe difference between the consideration received and the carrying amount of the transferred asset is recorded. When a part of an asset is derecognised, gains or losses on securitization depend in part on the carrying amount ofthe transferred financial assets, allocated between the financial assets derecognized and the retained intorosts based on their relative fair values at the date of the transfer. Derecognition of Financial Liabilities ‘financial lablity is derecognized when the obligation under the liebilty is discharged or canceled or expires. {an existing financial liebilly is replaced by another from the same lender on substantially different terms, or the terms ofthe existing billy are substantially modified, such an exchange or modification is treated as a se a a ae oe Tet neome Toss) fon Sy atid esenons —— zt fm nC Eguly mathed ivesinenls — ai =m 2a TH are Fe norma i anata esencnsaksedvow esr ite aga nance, Po piste a sci cane aeaance ems 8 ron he pete bene rds cronies aves Sipe aon fentine mpl P23 aerate tenes Nb Soak PYbusch snk 02- Comte Franca steers 299 Pronto ove Pesce Caneotes ota Ssanans sack Sopmentssndbeites train ae ee eee ee Oe fousmues ener are “Se vous pot sae SS eae Bo ae SE a a ae Tales ear aon Eee ase hae tana Crredaton, epson re morzaton a ee ee ee ee erepora| Og ee onl ose toe a ine : BS : tte Iaoatnar oan one - os 7 : 48 users : : : 2 2 E imanatighrst ri eI a = _— Fees a ane oe ee ee or SS ae a a a Soe TW aie pe ae ae aT eae amin gaan = ; ee eau Tene Soe aR as a ae ere ca Sse eee Sar ee se ma Ft cuss aap aaa oa Soe ee ne ae Naan Ta a a a a fat a (ona ah mao aa eH Ce a 2 “Equity method investments 1859 a 208 a a6 PT Tae Natmeaneant Sl 20 Sut asl epee cara ve i ound al cease bres. Pl prs eros —— {ius ei fone of mpavepoe ana nesuaon ol ptt AN An's sire Paring cscs Neue 208 allen sep a ts Sky ic maroc ees of €61 lion wth he anf a le etn a nnn ges, ‘ess # cue lato esanan Duets Potbonk As e298 mon, Reconciliation of Segmental Results of Operations to Consolidated Results of Operations. ‘The following table presents a reconciliation ofthe total results of operations and total assets of the Group's business segments under management reporting systems to the consolidated financial statements for he years. fended December 31, 2012, 2011 and 2010, respectively en. Minos agains coowidng Regoang _Agurmens Coveted" "Rapnng_ Aetna Como at rvenue 3eri9 Gi) ozs — 35.208 (ay 39208 0g Grn — 28.567 Provision for fea lores ee o sg 0 1999, tars neers Nenhoresi expenses Soci 617 25.78 Bsa Basee 33308 jo. 310 Noneontoring intrest s fc - za e13) - 2 4) . Tome (58) before income tates 2313 (820) Te __ 5.0, gn __ss0 __ 40 (oss) _s.075 ‘ssets? — Tamara esas, Zasiseo” Ween —Eo4,j0s_ —tpoares Teas” 7,905,600 Fiskcwoighiod sare S762 1804 __s1.246 sansa 6m 3452048 Fvorage active equity” 9.108, 46599 3.950 s04ao 3508" 78 41380 1 Song 012 osgnre tants yaar cnsoked view, othe amounts do aise erga lane. Pr sve vo ads acon, Sth heean ne fete Em nasal sept ons cease ut ees nn 1 2012, the main components of net revenues in C&A were: — Timing differences of approximately negative € 715 milion related to positions which were measured at fair value for management reporting purposes and measured at amoriized cost under IFRS. These effects will reverse over the lifetime of the positions. The negative effect included approximately € 306 milion related to economically hedged positions which resulted from the reversal of prior period interest rate effects and {rom changes in interest rates in both euro and U.S. dollar. Approximately € 290 milion were attributable toDeutsche Bonk 02~ Consolidated Financial Statements 300 (05~ Business Segments and Reltedinformation ‘a narrowing of mid- to long-term spreads on the mark-to-market valuation of U.S. dollarieuro basis swaps related to the Group's funding. in addition, the narrowing of credit spreads on Group's ov debt contribut- ‘ed mark-to-market losses of approximately € 115 milion to the result in C&A. Hedging of net investments in certain foreign operations decreased net revenues by approximately € 345 milion. — The remainder of net revenues was mainly due to net interest income which was not allacated to the business ‘sagments and items outside the management responsibilly ofthe business segments. Such items include net funding expenses on non-divsionalized assote/liablties, e.g. deferred tax assetsliabilties, and net interestin- ‘come related to tax refunds and accruals. "Noninterest expenses included Itigation related charges of approximately € 260 milion as well as bank levies of € 213 millon, primarily related to Germany, partly offset by the UK due to a credit resulting from a double taxation agreement, Noncontroling interests are deducted from income before income taxes of the divisions and reversed in C&A, The decrease in 2012 compared to 2011 was mainly due to Postbank. ‘Assets in C8/\ reflect corporate assets, such as deferred tax assets or central clearing accounts, outside the ‘management responsibilty of the business segments. Risk-weighted assets in C&A reflect corporate asses outside the management responsibilty of the business ‘segments, primarlly those corporate assets related to the Groups pension schemes. The main driver for the increase of risk-weighted assets was the reclassification of risk-weighted assots related to gross pension fund assots in 2012 to C&A. ‘Average active equity assigned to C&A reflects the residual amount of equity that is not allocated to the seg- ‘ments as described in the "Measurement of Segment Proft or Loss” section ofthis Note, {In 2011 and in 2010, the msin components of net revenues in C&A were: — Timing differences from diferent accounting methods used for management reporting and IFRS amounted to approximately positive € 25 milion and negative € 210 millon in 2011 and 2010, respectively. In 2011, the result was essentially related to two parly offsetting effects. The widening of the credit spread of the Group's own debt resulted in a mark-to market gain. Economically hedged short-term positions as well as ‘economically hedged debt issuance trades resulted in a net loss, mainly driven by movements in interest rales in both euro and U.S. dollar. In 2010, the latter was the main driver for the mark-to market loss. — Hedging of net investments in certain foreign operations decreased net revenues by approximately € 215 millon and € 245 milion, respectively —The remainder of net revenues was due to net interest income which was not allocated to the business ssogments and items outside the management responsibilly of the business segments. Such items include net funding expenses on non-divisionalized assetsilabiiies, e.g, deferred tax assets/liabillies, and nel in- forest income related to tax refunds and accruals. "Nonintorest expenses in 2011 were diven by bank levies of € 247 milion, primarily related to Germany and the UK. In 2070, they included the receipt of insurance payments which were partly offset by charges for Itigation provisions as well as other items oulside the management responsibilty of the business segments. ‘The increase in noncontroling interests in 2011 compared to 2010 was mainly due to Postbank,Pinancal Reon Z012 Notes tothe Coneolidsted Final Stoterents 105~Business Segments nd Rell inlormation Entity-Wide Disclosures Net Revenue Components Comore Banking 8 Soar Soles & Trading (debt ss ear produc) asi 2 aa Sales & odin eau) 22 2235. 285 Gales & Tracing (equ, dob & oer Tiaee Toss Bre ‘rginaton (. har "105 1.200 ‘Origination equity ou cope ocr Gegnation (equ & 6 Tse isis Taos ei 590) ‘ea sf on prods seer vor eet tae Giher products ‘ar. 9 2) "ous Corporate Saning& Soeuieas Esse 72109 Tie ‘Gal anasto Banting “Transaction senvces aot 30 Ex ‘oar produce = = 26. “otal Gis raneaevon Bang ECT ae 2372, ‘asa Weim Managem Dicreonaryportolo mananementind managoron aie ioe aaa ‘Adwacrckorane acamsirey ‘ai Bo. Crest products ait 395 ae Deposts and payor sonibos 236 1 a2 ‘ir products so a0, 05, Toe Aor & weaih Wenagonet Tae aa 520 Pia & sins tens = ‘Diecrtonary portale managoratiund management meee os 3 Racorbrokerage, 60 ‘ote a8 rad prosuets ExT Zoe. 27 Deposits and payment sanoes 2.066 2.085 962 Oher produt 4.25 S04 08 Tost Private 2 Buanors Clone S541 70395 Bose “ola Non-Gare Operations Una 058 oa 25) onsoidaton & Adjystnans ore) 38 ‘D7 “oa rat izes BST "Nang eras ems ose oa) at a we gh le a hePana Report 2012 Notes to the ConsoicatedFinaneil Statements 05 Business Segmonts and Related information “The following table presents total net revenues (before provisions for credit losses) by geographic area forthe years ended December 31, 2012, 2011 and 2010, respectively. The information presented for CB&S, GTB, ‘AWM, PBC and NCOU has been classified based primarily on the location of the Group's office in which the revenues are recorded. The information for C&A is presented on a global level only, as management responsi bility for C&A is held centrally. ‘Germany ~ ~ ‘cas 1409 11900 a7 ore. 1258 i213 4350 i vas? oo) 1308 Pec 7.580 s5t6 a3 Neou 018 520, 300 Toa Ga ars Toe “368 rope, Mile East ana Acs cos 5833 5993 5837 ore. ast? 283 {228 une 4218 2070 ver Pac 4549 fast ise Ncou (422) 124) isan) “oa Ewope, Wile Ea and Acs 2.956 Toa 2081 "hrereas (ray United Ststs) ‘oBas 5660 4090 5701 cre 770 ear ‘590 nee 1868 6a 981 Pac e - - Ncou at 16 “ol aries Bisse Tass ‘esas: 3s 26r0 2939 ors. 603 "400 ‘au 224 360 Pac 2 7 cou. 122) ES Toul assent S707 3517 ie ‘Gonsaidaton & Adusinenis (878 9 ory (Consoigsid net revenues” Bt ze. ss 1 Fata nie none 212 ian AOR GI RapaconaI ER NEAR ARES Ceo erce ‘everest countess en he eaten mnie he Gps suka tte ne Te boon 9 Vnsooon ne clu bo {lets der em east he asa eoe os se ern ne aon he rus ea ae reo ‘tne na rorecton Were he Croup oar aneston ng a caster ar oer rps etre aos Pegs ‘Xfm on ier cvecenbre ua tae oft onnaconrepuy ceases aneacon cen coneSasoneDutsohe danke 22. Consolidated Financia Statements Faansat Report 2032 Notes toh Consolidate Income Staterent 1i6-Netinteret income and Net Gain Losses) on FinentlAssatfLabiltios st Fai Valve through Pott or Loss Notes to the Consolidated Income Statement 06 ~ Net interest Income and Net Gains (Losses) on Financial Assets/Liabilities at Fair Value through Profit or Loss ‘Not intrest income Interest and ania neome Interest eaming pois wih banks ow 708 eo ‘Central ban fund sls and secures purchased under resale apieements 782 sr as Sexes brtowed 203 188 12 Financial assets a fr valve trough proft or las 14428 19978 15389 Intel rcome on franca assets avaiable solo 1409 036 700 Dadend ncome on franc assets avast or aale ‘98 ue 137 Lome 13662 vague oz ines 905 4579 a6 “ot iro and star neome Be Siar Ex Interest expense: ntsest bearing deposits ems err 3,500 Conral bank funds purchased ond secur ld under repurchase apreements 315 28 ‘20t ‘Secures loaned at 349 278 Francia inbes ofa vluetvough ptt els oss7 65 e019 ‘har shot arm Seow a 79 375 {rg-trm dob 100 835 1490 “Tut poterred secure we en 781 one 0 23 192 “tal neret expense eas Tass Tes Netineret income 7501 17445 153589 Interest income recorded on impaired financial assets was € 100 milion, € 83 millon and € 146 milion for the years ended December 31, 2012, 2011 and 2010, respectively. Net Gains (Losses) on Financial AsselsLiabiliios at Fair Value through Profit or Los en aw oo 0 TTresed eam ‘Sales & Tracing (easy) 1.601 400) 133 Sales & Tasing (debt and ober products) 4600 4979 4982 “oa Sales & Tracing 6200 2975 sat5 es sain income (660) (228), wasn, Tels adiog income B36 279. 359, Tie gene (loses) on franca asotisbiiies designated alfa value Dvough BOT ross Breakdown by financial necetiaity catego ‘Secures purchasedool under rsaleepurchase agreements “ eo, 6 Seeuries eorowedoaned a ©) a Loans ae nan comments 135 (204) ss) Depots (60) (308) 3) Lonoterm des? (608), ure Cs (ina nance aseetsiabes designated 3a valuetosgh proto oss ne 18 fu “aut nat gains (ossos) on thancial assets esigrated a ie value trough pro ss eo 00 cn “otal at gene (losses) on franca assets at fair valve dough prof ross 5500 08s sas "es 1 ar, (an 5 9a ato ace ozs masa 3 50 wa TO ‘ty re honda na ps rae tonne Sp se tesDeutsche Bank 02 Consolidated Financial Statements Finaron Repent 2072 Notes tothe Cansotcate nore Statement (7 =Commasions and Fee income ‘Combined net interest income and net gains (losses) on financial assesfiabilties at fair value through proft or loss Ne terete ast ras ass ‘Net ans (oss) on toanla asotiobios a valu ough profit ors 300 058 ase “otarnet erst income and nt oa (e353) cn nna setae i vaio tough pot oss 21490 20.03 3507 ‘Net rirestincome and ret gains losses) on financial setteiabiios a VaNG ‘hee pot or os by Corporate Dvsonpreduct: Soles & Trading (uy) 1798 1508 24st Sales 8 Trading (bt ar ober products) az aio S02 “ota Sales &Tading 9961 sen 11288 Loan product! 337 53 1 emai peed 1015 535 258 Gorgevaie Sankag 4 Secure Hav ar ‘Global Transaction Bankong 542 1661 ‘Asse & Wasim Management 994 s.ir8 Pte & Business Chon zs, Bare ‘on-Core Operations Unit 528 321 ‘Consoldaion & Auster or 3 “Tolan arest income and nat gains fossor) ‘on fagncal assesses tf valu Hough proft or tes 21490. 20503 18937 * bast et cont end oles oa te fa abe hae: as sa ono a a dead ae rahe 2 Mees Seal icto ot ote Pes) cal sass en ag prt er a peer nay oh te Sah “The Group's trading and risk management businesses include significant activities in interest rate instruments ‘and related derivatives. Under IFRS, interest and similar income earned from trading instruments and financial instruments designated at fair value through profit or loss (e.9., coupon and dividend income), and the costs of funding net trading positions, are part of net interest income. The Group's trading activities can periodically shift income betwoen net interest income and net gains (losses) of financial assetsabilies at fai value through proft ‘or loss depending on a variety of factors, including risk management strategies. In order to provide a more bbusinese-focused presentation, the Group combines net interest income and net gains (losses) of financial _assets(liabilties at fair value through proft or loss by business division and by product within CB&S. o7- Commissions and Fee Income “omission nd fee ieome and expense: — ‘Comison ad feo ome ane aa isa [Gommssion ad ee expanse 2422 2565, 2.981 ‘Net commissions and fe oom Tis Tse 7.689 ‘Ne comationg and Tes nearie Tel commssions ard fees rom fazany scvs sae Tae Ta Net emnasions, Woke foes, marks on socuites undérriing and other Securitas sae 3685 ers et te toccner customer sonicos™ a7 aaa 5267 ‘Ne commissions an fn sone Ts10 Tis 7o.s08 * Tenaeee an 2009 211 nous conmzson els hobang wows PostarDeutsene Bonk 02 Consolidate Financ Statements Fanci Report 2032 Noes tothe Consetdate income Statement 03" Otherincome 08 ~ Net Gains (Losses) on Financial Assets Available for Sale Nt guns Gone] on franc ase aval or sak . Nt gare (osss) or dot sors: & war w Net gains Gores} tom duponal 136 285 m Impairments s0) 6081 9, Tit gains (oss) on aay seas 218 288 120 ‘Net gaits (asses) fom daporaemensurement Ba 383 io Impaiments no 109) 4 a Tt gains Qosecs on oor = 7 e ‘Net gens (oases) rom Sapoeal 3 By 20 Impairments o 0 ry Reversal of imimonts _ ° = 0 Tet gains dosse) on oer ean ore er Hr 5 Net gains Gosse tom dapoea a = 0 inparmens io a e “oti net grins (nssea) on franca anole saiate Torso en 123. Ea "che gnarl on ek ome rd, ar aah ss inpaens on eh scales eroded her FoSe Please refer also to Note 17 “Financial Assets available for Sale” ofthis report. 09 - Other Income (ner ncone - Tet come re vaainant proparioe = oy Net gas oss) on epoca of ivostmon’ propeis “ 5 Net gain oases) on eaposa of consaasted substation 3 8 et gins bosses) on poset oane 4 ey on ‘eaurancs promis" 220 24 282 Net come rom deatives qualfving for hedge cecunting? (108) 8 38 CConscidatedtvestens® 788 570 ar Feemainng ater nce, 316, 436 200 Tota oherineome 23 rae cz "et eure aan pie Te evaopman i pray anon by Raby LeAnn Company ed 2 ho aageaa "5 cataa tts ere naerners uote "Tomei 211 come 210 srry cy Copa age, mined tn fe pens te et 2010,Deutsche Bank (02 Conselsoted Financia Statements Frnt Report 2012 Notes tone Consolgated Income Statement 10- General and Administrative Expenses ‘General and adirisave ompanaes an et Tense ear aise at ‘Oesipency, funiture and equipment exoonses 2s zara 4079 Profersiona orice foot 1870 4632 616 Communication and data senicss 07 40 705 “Teel and representation expenses 516 599 68 Payiant,ceaing and custodian servess 00 504 8 Naretng expenses 378 a0 335 Consoited vostnents! 700 52 00 hier expensae™ st 905, 2082 “ols general and aaminataive operon 7.008 ess7 70.18 "sn asi ms 25rd Sn ony Te Can GS aw Vat 2 Thotrenn 248 curgedo 201 manly doen by Manon rb enpnsn of 25 ban. So Nolo "Fonte fe more ea nln. The inonaea944spaco 7nd gona ery bree chp Cabs e885 ion Hgalen fad operas espace care ESTO Aen ‘Soin ote nr sam VAT cer sne be et Session 2 monte Can sna URE ee We Restructuring ‘The Group aims to enhance ils long-term competitiveness through major reductions in costs, duplication and complexity in the years ahead. The Group plans to invest approximately € 4 billon over the next three years. with the aim of achieving full run-tate annual cost savings of € 4.5 bilion by 2015. ‘The Group disclosed in its Interim Report as of June 30, 2012 a headcount reduction of approximately 1,900. During the second half of 2012 the Group identified 2,361 headcount that will be reduced through restructuring ‘and other means. Of these reductions, 673 headcount have been reduced through activities that were not ‘eligible for treatment as restructuring charges pursuant tothe restructuring program described inthe following paragraph, for instance voluntary leavers and retirements where the roles will not be replaced. The remaining 47,688 headcount have been identified as restructuring eligible, The total headcount reductions were identified ‘within the CB&S Corporate Division (1,064 headcount), the AWM Corporate Division (683 headcount) and the NCOU (2:headcount), The headcount reduction for Infrastructure functions was 612 headcount, thereof 497 headcount supported the CB&S Corporate Division and 115 headcount supported the AWM Corporate Division, Inthe second half of 2012 the Group’s Management Board approved two phases of restructuring which form part ofthe planned investment of approximately € 4 billon. The restructuring expense is comprised of termination benefits, addtional expenses covering the acceleration of deferred compensation awards not yet ‘amortized due to the discontinuation of employment and contract termination costs related to real estate Restructuring expenses of € 394 million were recognized in the second half of 2012, thereof € 311 milion for termination benefits relating o the reduction af headcount according to the Group's accounting policy for restructuring expenses. An additional expense amount of € 83 milion was incurred for the acceleration of deferred compensation avrards not yet amortized. Of the tolal amount of € 384 milion, the CB&S Corporate Division was charged € 246 milion, the AVM Corporate Division € 104 milion, the GTB Division € 41 milion and the NCOU Unit € 3 milion respectively, including allocations from Infrastructure functions. Provisions for restructuring as of December 31, 2012 amounted to € 165 milion. “The majority of the remaining approved restructuring expense budget is expected to be ulilized in the first bralf of 2013.Douteene Bank 02-Consoidotd Financial Statements Postscia Repon 2 Notes otha Consolidated income Statement 12+ Earnings per Share 12— Earnings per Share Basic earnings per share amounts are computed by dividing net income (loss) attributable to Deutsche Bank shareholders by the average number of common shares outstanding during the year. The average number of ‘common shares outstanding is defined as the average number of common shares issued, reduced by the average number of shares in treasury and by the average number of shares that will be acquired under physically-settled forward purchase contracts, and increased by undistributed vested shares awarded under deferred share plans. Diluted earnings per share assumes the conversion into common shares of outstanding securities or other contracts to issue common stock, such as share options, convertible debt, unvested deferred share awards and forward contracts. The aforementioned instruments are only included in the calculation of diluted earings per share if they are dilutive in the respective reporting period, Computation of basic and diuted eatrings por share Net ncame Goss) airblabie We Devlache Bark shareholder = umerata for basi earrings por share a2 2310 fet of ave secur: Forwards and optone E S ‘corverbie dob! “3 3 Tit income Gos) aiibtaba io Boulsoho Bank sharaholr air aebariod coworsions = numornor or itd earings pr shar an. 2313, ‘umber of shares nm ‘Weighted-average stares Suslanding~ danontatar for base earings por share asa a5 73 fet of cuve secures Fowwarde ' 7 - Employes stock compensation options S E : Convert dat : 45 24 Deters shares 258 are 384 (nar dntudng wang tens) S E = ‘tbe ptenta eonenen shar Be Ba TS ‘juses weighs average chaos afer assumed conversions — donominator for dud earings pr share 9599) 9573. 7998, Eamings per share Basic eomngs por dare 02s 44 307 ited earings por shar 028 430 202 ‘On October 6, 2010, Deutsche Bank AG completed a capital increase with subscription rights. As the subscrip. tion price of the new shares was lower than the market price of the existing shares, the capital increase includ- ‘ed a bonus element. According to IAS 33, the bonus element is the result of an implicit change in the number Of shares outstanding for all periods prior to the capital increase without a fully proportionate change in re- ‘sources. AS a consequence, the weighted average number of shares outstanding has been adjusted relrospec- lively forall periods before October 6, 2010, 20Deutsche Bank 02 -Consodate Financial Statements sant Report 2012 Notes ta the Conoldated Blane Sheet 1 Financi Aesotat initio t Fi Value through Proftor Loss Instruments outstanding and not included inthe calculation of dluted earnings per share! ‘Convertible edt = = oF a ato oi — 3 enna Cal epios salt i ao a Ely sok pene one a cy _ wa Dasrodhaes = = = Notes to the Consolidated Balance Sheet 13— Financial Assets/L iabilities at Fair Value through Profit or Loss. Trasrg aal - "rang sects zea agar Dh rd sees! Zier“ anasr “orang sae 26590 210.928 Poste mate ves fon domaine onda Rowan 9316 asa. 502 Financ sets dosgraed al fs value though rot oro ‘oui porchsed under esl arent tagger tara Senos boomed meso 27261 iene ines eam) ‘fe nani set dong a i vue tough pelos _ isaes 458 “lnc aes deialed sa vate bueugh pot rss roar” e026 “oe inancal aso for value Ureugh of ross Tasos” 10,700 “eh bral € 18582 tio are 1809 yin Gaba A EET SON “Trading tabilties: ~ a “radg secores saa anos Ser adng bates te seat “al wedges Bis ea THegae market values lon donate Fear matron Teaj0e p17 Financial fobs Sosgrated afar valve ough prof or Sects so urd epuchae greets a) icon comstrante “a site Lean dot vais ‘he frail bs egal aa atv gh prof otoss 1138 3631 [ul ani abs decade vale Brough pot css oases reste Tvs contact bats 7 72a 5 ier aso for abe Beaugh rm ora Bie — maar "sen at ye io Bona ao OPH ah ae ra Financial Assets & Liabilities designated at Fair Value through Profit or Loss ‘The Group has designated various lending relationships at fair value through profi or loss. Lending facies consist of drawn loan assets and undrawn irrevocable loan commitments, The maximum exposure to credit risk on a drawn loan is its fir value, The Group's maximum exposure to credit risk on drawn loans, including securities purchased under resale agreements and securities borrowed, was € 172 billion and € 169 bilion 2s ‘of December 31, 2012, and 2011, respectively. Exposure to credit risk also exists for undrawn irrevocable loan ‘commitments and is predominantly counterparty credit isk.Bourzehe Bank 2- Consolidatd Financial Statements na Prana Report 2012 Noes tothe Consotdated Balance Sheet Tt Armondnents to IRS 29 and IFRS 7, “Rocassfieation of Financial Assets “The credit risk on the securties purchased under resale agreements and securities borrowed designated under the fair value option is mitigated by the holding of collateral, The valuation of these instruments takes into ‘account the credit enhancementin the form of the collateral received. As such there is no materiat movement during the year or cumulatively due to movements in counterparty credit risk on these instruments. ‘Changes in fat valve of loans" and loan commitments atibutable to movements in counterparty ered risk? onal value of loans andioan comments exposed io reat 301 90, Sarr “Renal change ne farvalerelectedin the Statement of come 3 710. 5 ‘Comsave change ine fave” 1 ‘rt co Notional of edt dorvativs used w niga ced ak z Ex ass, "Ral change nsf valve reflected tho Salonen TTnoomE 1822) 2 ‘Cumulative change te oe vale 21) asthe oa at a Financial instruments catia Far Value Level 2 ~ Instruments valued with valuation techniques using observable market data are instruments where, the fair value can be determined by reference to similar instruments trading in active markets, or where a tech- nique is used to derive the valuation but where all inputs to that technique are observable. ‘These include: many OTC derivatives; many investment-grade listed credit bonds; some CDS; many collateral ized debt obligations ("CDO"); and many less-liquid equities, Level 3 - Instruments valued using valuation techniques using market data which is not directly observable are instruments where the fair value cannot be dotermined directly by reference to market-observable infor ‘mation, and some other pricing technique must be employed. Instruments classified inthis category have an element which is unobservable and which has a significant impact on the fair value. ‘These include: more-complex OTC derivatives; distressed debt; highly-structured bonds; liquid asset-backed scutes ("ABS"); liquid CDO's (cash and synthetic); monoline exposures; private equily placements; many ‘commercial real estate (*CRE") loans; liquid foans; and some municipal bonds, Carrying value of the financial instruments held at far value! utes ect ouoms om wana centmnet — parmce sentmant — pormers “poe en ‘ee ‘ie Tuoty i) oot) Financial aol fald avalos “racing secures sor201 100 905 soasr 10907 272 stv markot vt fom deatve fransilnsrumenis srr 143408 15.208 soar 822000 21628 ‘or rating assets on are 04 oar 20,773 5218 Fanci asets designated at sr value ‘hugh potter oss sar a7 3.9096 007, 68.224, 5162 Fanci asets avai or ale sr0 ar 3.00, ogee? 31008? 4208, ‘Ohor nena acto at value” . 3.201" 4 = 7511" = oa nc ast ld at fr vou ‘wea —“Taro.s07 Be Te Te 7 Finca abies hel tr value “Trading secu s0000 vara 28 35033 24628 aT Negative mack vauos fom derivative Srancialnsiomens roars 3,587 9264 vais at4oo0 00 er rang tnbitos| 8 1610 a 2 3888 4 Fania! abies doignated ata volo ‘ough pret oss 6 108,028 +080 416 116.108 2008 Invest contact abiiio® : 172. g . 726 2 (ier foal tabi at ae? 6 sm rey = tise? soy “ota financial abies hel at sr vate go eer. 720 asi a6 a 949 az "Aman nite py ened na am mr ne Gr Sr Hawa Oey OH ni rb oD OM _ ar yer a tn ace ooey cel €5 578 mln anil ass ain leur ste he Rene Level teal ty 2 Rosina rest deaver stg thee stern {Eee meme re otc it ht renin er pei Tn rt tnd SSerates wea ae abe ons rcing ese sed hve san Sp oleae le hay cone « These re renter sotane wre py cron ead or ote leona tar ae. Se Nel "aan aivexian Canto te There have been no significant transfers of instruments between level 1 and level 2 ofthe fair value hierarchy, Valuation Techniques “The following is an explanation of the valuation techniques used in establishing the fair value of the different types of financia instruments that the Group trades.Deutsene Banke 02~Consoidted Financial Statements a6 Pinte Report 2012 Note to tna Consolgates Balance sheet 1S= Financial nstromvents eared at Fei Value ‘Sovereign, Quasi-sovereign and Corporate Debt and Equity Securities: Where there are no recent transactions then fairvalue may be determined fram the last market price adjusted for ali changes in risks and information since that date, Whera a close proxy instrument is quoted in an active market then fair value is determined by adjusting the proxy value for diferences in the risk profile ofthe instruments. Where close proxies are not available then fair value is estimated using more complex modeling techniques. These techniques include ‘discounted cash flow models using current market rates for credit, interest, liquidity and other risks. For equity ssecutities modeling techniques may also include those based on earnings multiples. Mortgage- and Other Assel-Backed Securities (MBS/ABS) include residential and commercial MBS and other [ABS including CDOs. ABS have specific characteristics as they have different underlying assets and the issu- ing entities have diferent capital structures, The complexity increases further where the underlying assets are themselves ABS, ass the case with many of the CDO instruments, \Where no reliable extemal pricing is available, ABS are valued, where applicable, using either relative value ‘analysis which is performed based on similar transactions observable in the market, or industry-standard valuation models incorporating available observable inputs. The industry standard extemal models calculate principal and interest payments fora given deal based on assumptions that can be independently price tested. The inputs include prepayment speeds, loss assumptions (timing and severity) and a discount rate (spread, yield or discount margin). These inputs/assumptions are derived from actual transactions, external market research and markot indices where appropriate. Loans: For certain loans fair value may be determined from the market price on a recently occuring transac- ‘ton adjusted for all changes in risks and information since that transaction date. Where there are no recent ‘market transactions then broker quotes, consensus pricing, proxy instruments or discounted cash flow mod els are used to determine fair value. Discounted cash flow models incorporate parameter inputs for credit risk, interest rate risk, foreign exchange risk, loss given default estimates and amounts uiiized given default, 23, appropriate. Credit risk, loss given default and utlization given default parameters are determined using infor- ‘mation from the loan or CDS markets, wiiere available and appropriate, Leveraged loans can have transaction-specific characteristics which can limit the relevance of market-observed transactions. Where similar transactions exist for which observable quotes are available from external pricing services then this information is used with appropriate adjustments to reflect the transaction differences. When no similar transactions exist, a discounted cash flow valuation technique is used with oredt spreads derived from the appropriate leveraged loan index, incorporating the industry classification, subordination of the loan, and any other relevant information on the loan and loan counterparty. ‘Over-The-Counter Derivative Financial Instruments: Market standard transactions in liquid trading markets, such 2s interest rate swaps, foreign exchange forward and option contracts in G7 currencies, and equity swap and ‘option contracts on listed securities or indices are valued using market standard models and quoted parameter inputs. Parameter inputs are obtained irom pricing services, consensus pricing services and recently occurring transactions in active markets wherever possible, More complex instruments are modeled using more sophisticated modeling techniques specific forthe instrument and are calibrated to available market prices. Where the modal output value does no! calibrate to a relevant market reference then valuation adjustments are made to the model output value to adjust for any lfference. Iniess active markets, data is oblained from less frequent market transactions, broker quotes and through extrapolation and interpolation techniques. Where observable prices or inputs are not available, management judgment is required to determine fair values by assessing other relevant sources of information such as histor- ical data, fundamental analysis of the economics of the transaction and proxy information from similar transac- tions.Desens 02- Consolidated Financia Statomer Fst Report 2012 Noto tothe Cansolcatod Balance Sheet 1S- Financial instruments cares a Fae Value Financial Liabilities Designated at Fair Value through Profit or Loss under the Fair Value Option: The fair value of financial liabilities designated at fair value through profit or loss under the fair value option incorporates all ‘market risk factors including a measure of the Group's crecit risk relevant for that financial lability. The financial liabiltes include structured note issuances, structured deposi, and other structured securities issued by consolidated vehicles, which may not be quoted in an active market. The fair value of these financial abilities is determined by discounting the contractual cash flows using the relevant credit-adjusted yield curve. The market risk parameters are valued consistently to similar instruments held as assels, for example, any deriva tives embedded within the structured notes are valued using the same methodology discussed in the “Over ‘The-Counter Derivative Financial instruments" section above, Where the financial lables designated at fair value through profi or loss under the fair value option are col- lateralized, such as securities loaned and securities sold under repurchase agreements, the credit enhance ‘ment is factored into the fair valuation of the lability. Investment Contract Liabiliies: Assots which are linked to the investmont contract liabilities are owned by the ‘Group. The investment contract obliges the Group to use these assets to settle these liabilities. Therefore, the fair value of investment contract liabilities is determined by the fair value of the underiying assels (i2., amount payable on surrender ofthe policies). Analysis of Financial Instruments with Fair Value Derived from Valuation Techniques Containing Significant Unobservable Parameters (Level 3) Financial instruments categorized in level 3 Financial assole hal Ta value ~ ‘Trading socuos: Sovereign and quasl-2overlgnebgations a 048 Metgage end eter asst cked socutoe a2 Comore del secre and oer dat ebipations 5970 uly secunits 524 "oiling secure Tir Postve mers valves fom deatve inandal navman _ 21968 ‘ier wasing ase 5218 Financial aeeetsdesignaied al ar valve ivough prof oress (ier nanos esos designated at ft value tough profit ors “otal fancil aot dessa sta vaio Hvough pol ot oss Financial ascot: avalable fo sa ‘Ger francis sets alas vate “otal fnancal asses held alive Financial ibites held tf value “rating secure a Tegnive market ais fom demaive Randal naam = Tis0s ‘ier Wading bites = if Francia bites designated Ta Valoo ough proto Toss an eomtmonts| sage Longtorm sett aot ‘thar nancies designs at fal vale tyough pri oross : 8 Tota nancial sabes dosqnated al at ae tvough profi or loss abe ‘Dir tnancialipoies a fa aive = E (250) “otal nant Ebi hod a ak aie waiDeutsene Sank 02 Consolidated Financial Statements ey Prana port 2012 Notes toe Conesicated Balance Shoot 18- Fnancil instruments cored at ai Value ‘Some of the instruments in level 3 of the fair value hierarchy have identical or similar offsetting exposures to the unobservable input, However, according to IFRS they are required to be presented as gross assets and liabiliies in the table above, ‘Trading Securities: Certain iliquid erierging market corporate bonds and iliquid highly structured corporate bonds are included inthis level ofthe hierarchy. in akition, some ofthe holdings of notes issued by securitization entities, commercial and residential MBS, collateralized debt obligation securities and other ABS are reported here. The decrease in the year is mainly due to a combination of settlements and transfers between levels 2 ‘and 3 due to changes in the observabilty of input parameters used to value these instruments. Positive and Negative Market Values from Derivative Instruments categorized in this tevel ofthe fair value hierarchy are valued based on one or more significant unobservable parameters, The unobservable parame- ‘ters may include certain correlations, certain longer-term volatities, certain prepayment rates, credit spreads ‘and other transaction-specific parameters. Level 3 dorivatives include customized CDO derivatives in which the underlying reference pool of corporate assets is not closely comparable to regularly market-traded indices; certain tranched index erecit derivatives; ccartain options where the volality is unobservable; cortain basket options in which the correlations between the referenced underlying assets are unobservable; longer-lerm interest rate option derivatives; muli-currency foreign exchange derivatives; and certain credit default swaps for which the credit spread is not observable. “The decrease in the year was due to mark-to-market losses on the instruments, settiements and transfers of rivative assets from level 3 to level 2 of the hierarchy due to improved observabilly of input parameters used to value these instruments ther Trading Instruments classified in level 3 of the fir value hierarchy mainly consist of traded loans valued Using valuation madels based on one or more significant unobservable parameters. Level 3 loans comprise iWiquid leveraged loans and iliquid residential and commercial mortgage loans. The balance was reduced in the year mainly due to sales. Financial Assets/Liabilies designated a Fair Value through Prof or Loss: Certain corporate loans and struc- tured labiities which were designated at fair value through profit or loss under the fir value option are catego- ‘ized in this level ofthe fair value hierarchy. The corporate loans are valued using valuation techniques which incorporate observable credit spreads, recovery rates and unobservable utilization parameters. Revolving loan facilities are reported in the third level of the hierarchy because the utilization in the event of the default param- fer is significant and unobservable. In addition, certain hybrid debt issuances designated at fair value through profit or loss containing embedded derivatives are valued based on significant unobservable parameters. These unobservable parameters include single stock volatility correlations. The decrease in assets during the period is primarily due to settements while the decrease inliabilties is mainly due to mark-to-market gains. Financial Assets Available for Sale include unlisted equity instruments where thore is ne close proxy and the ‘market is very iq,Deutsche Bank 02~ Consolidated Financial Statements ae Finan sort 2012 Notes to tna Consolidated Balanco Sheet 18 Financial nsrumonts eared at Fa Value Reconciliation of financial instruments classified in Level 3 Reconciliation of financial instruments classified in Level 3 o ayer pce Seve pc sees tswres* at! owl um nda oe Franca avels bad at ~ farvalve = “easing secu Taz = as" aa eT = Tis, a se Pale marl aloes from donate neil ineeomonts 21628 = _ oan poe = pam 29 ass) _ 15208 ‘her racing assole 5218 me 9 0 on ep are fr eT Fanci sacle ‘designated a ivioe ‘rough profit or toes 562 soe eons etary oe 50) 063) __s.086 Francia este avaiable oss ieee re = worn ae gt) __s 90 ‘ier nancial eae “oa andar asso bal atirvave Financia ienies Pa taieva: “racing secon ar = a = = a ee ope ae Nogitve market aloes from deriva fare instruments 11,306 = 460) E = = __(14e0), 21952208) 9.284 ‘ther racing nbs ic = = = e = Ee = aa a Fanci abies osgnated at fai vale = 140" 5749 (6992) 1926 _ (736) __ 5.068 __ 5429) _34.009 though prot ooas 2.008 = 8s - . ie econ ee ape eager (Ober fants es tase 250) =e = - - ‘) Go) oy __ 70) “al nancaltbines el at fle vate saa2i = warn - - st__(u7ey 2506 2509) 05612 "Tl ue até wns acpi sala jel guns sa] o rac soni sta ae roug pol roe epeoa hho acted Gaenont e Feane. he [SsesaaNaer Stel on els ech eae ep sconces tre pcre unin et pare cas) on anal a ‘Rosle nd nang a change psa so cr amperes not Fare eion rua ays when et 2 ‘howe oma ee ue henson ee gee ary, i tn rps a tse a ot » Tk ans on oan ee ao on ni cect eon a on gnc ilo tin eae WEISS Genes rere ngs ar al cle nwt lei € 129 mio ad ol rc oss at ata lon Tise'Gpssive€ Staion Ths rodbonly ca tedster Th tects eng enon mpanesn er oneehrae Poa Pate 1 vss pote bens eect a raj sens ut rn orion pss bases erect nena bales os abs 1Scsits i a seca eael on estes yw at amr eon th rary aan ee bn oboe {Secs ow oe a cy Ft stim anes eo yn rns eras 1 Fawckssinenstarss tte te ure oor ae ated ti lef Regn ya he abe ew: Fortes ast pee ete shows ‘erp onc ands ws one emaeto ty han atte ane bag of mya Sey entanons tees ot five ate on ‘Solange roses css ne ave su dorm you scart ese ey hve oe tert tebe! ey.Deutsche Bank 02 Consaldated Financial Statements sis Frnt Report 2012 Notes othe Consolgatod Balance Sheet 1G Financial nstuments cari at Ftr Value bean aoit omeep Sling steam: ght, sate, “he, Mate, aon, nem, Soe “Mee ASS chasse teases’ rs tov” _us)_ eaten Financial ante hed at faire: - = Tracing secu OI = a a = Tas as ee Posive rset valoos {rom derivative nancih inane 27888 = __ aga = 7 = zy ago gare) __ 21.605 ‘ier racing asso 5057 i me fe) es 1 [94S mos] EA Fnanest esol esignates at i vate trough eto ose 5286 =o tra aay sega sre ga) ste Financial asetsavaibe er 4599) See ee fee = ay ae az0s ‘Oiar tnanciar assets fava = : S = S S = e : = “Total snanca asses Fa ste vaie. 45655 = sew 721 _@2m) a2 _ 609 a7 _ aay _a7879 Francll abies hoa a fava: = “raieg secon i = 1 == Saat i wa ar ‘Negi rhe vas from devatve nancial Inarumente 10916 = soe = = = tay 36 oa) 11.308 ‘ior acing bis 3 = 3 = = = S = = i Finacial abies ‘esignieg at fe vaue through pet o foes 2070 eer - ee ange aoe) eerste 2004 “Siar nancat fables atiieaiue (235) = 95) = = = ay eu eer isoeeson) “otal inane Se bald atta ae 13,003 = 226% = = 09405) 3608 3.820) 193.401 “Tener ere we ce sae jn cee sabe curso one gure ces}en Pareto ear tee ates estos cenge pes ns cantratePnt nea are, enn has uh thieves nil ol ‘icon nace fea rem ee mr Aah inp ora peta a Tolerant rcona er fcc i cranes Fo ial orl sce! a a valet flat ose € 26 ilon a tol iran itis a wh Berane tal cteesseanh sole etre refit ot moun at sarge separator cone, a seer «Snes epesen gets nedsoe bance peat eames Poh ov aus penne nga oe Ss TeLanea Rahs Meese ser rcoes Sine ees fn hoy cat anau pcan pray aearn oon boone” 1 Stam cee ca mate sna hasan, oe an amen nes eno cn any peal anette ad incl eae usa orbs ecw Seay cwanavere aero ot a ae en in ove tea ried oan begreey ote et Sensitivity Analysis of Unobservable Parameters ‘Where the value of financial instruments is dependent on unobservable parameter inputs, the precise level for these parameters atthe balance sheet date might be drawn from a range of reasonably possible alternatives. In preparing the financial statements, appropriate levels for these unobservable input parameters are chosen, ‘50 that they are consistent with prevailing market evidence and inline with the Group's approach to valuation Control detailed above, Were the Group to have marked the financial instruments concerned using parameter values drawn from the extremes of the ranges of reasonably possible alternatives then as of December 31, 2012 it could have increased fair value by as much as € 4.0 billon or decreased fair value by as much as € 3.9 bilion [As of December 31, 2011, it could have increased fair value by as much as € 4,2 bilion or decreased fair value bby as much as € 4.5 bilion, In estimating these impacts, the Group elther re-valued certain financial instruments, using reasonably possible altemative parameter values, oF used an approach based on ils valuation adjustment methodology for bidioffer spread valuation adjustments. Bid/offer spread valuation adjustments reflect theDeutsene Bank (02-Consoidate Financial Statements no Francia Reo 2072 ted Balance Sho carved ot ot Voie ‘amount that must be paid in order to close out a holding in an instrument or component rsk and as such they ‘elect factors such as market liquidity and uncertainty This disclosure is intended to ilustrate the potential impact of the relative uncertainty inthe fair value of finan~ {88 of continuing to contest liability, even when the Group believes it has valid defenses to liabilty. It may also ddo so when the potential consequences of failing to prevail would be disproportionate to the costs of settlement, Furthermore, the Group may, for similar reasons, reimburse counterparties for their iosses even in situations ‘where it does not believe that itis legally compelled to do so. ‘Auction Rate Securities Litigation. Deutsche Bank and Deutsche Bank Securities inc. ("DBSI") have been rained as defendants in twenty-one actions asserting various claims under the federal securities laws and state common law arising out of the sale of auction rate preferred securities and auction rate securtis (to- ‘gether, “ARS"). Of those twenty-one actions, one is pending and twenty have been resolved or dismissed with prejudice. Deutsche Bank and DBS! were the subjects ofa putative class action, filed in the United States District Court for the Southern District of New York, asserting various claims under the federal securities laws ‘on behaif ofall persons or entities who purchased and continue to hotd ARS offered for sale by Deutsche Bank ‘and DBSI between March 17, 2003 and February 13, 2008. In December 2010, the court dismissed the puta- tive class action with prejudice, After initaly fling a notice of appeal, the plaintiff voluntary withdrew and cis- missed the appeal in December 2011. Deutsche Bank was also named as a defendant, along with ten other financial institutions, in two putative class actions, filed in the United States District Court for the Southern District of New York, asserting violations of the antitust laws. The putative class actions allege that the defend- ‘ants conspired to artfcially support and then, in February 2008, restrain the ARS market. On or about Janu- ‘ary 28, 2010, the court dismissed the two putative class actions. The plaintifs filed appeals of the dismissals ‘with the Second Circuit Court of Appeals, On March 5, 2013, the Second Circuit affirmed dismissal ofthe two putative class actions. Interbank Offered Rates Matters. Deutsche Bank has received subpoenas and requests for information from Various regulatory and law enforcement agencies in Europe, North America and Asia Pacific n connection with industry-wide investigations concerning the setting of London Interbank Offered Rate (LIBOR), Euro interbank Offered Rate (EURIBOR), Tokyo Interbank Offered Rate (TIBOR), Singapore interbank Offered Rate (SiBOR) ‘and other interbank offered rates. Deutsche Bank is cooperating with these investigations. Jn connection with the above-referenced investigations, in the period from mid-2072 to early 2013, three financial institutions entered into setiements with the U.K, Financial Services Authority, U.S. Commodity Futures Trading Commission and U.S, Department of Justice (D0.). While the terms of the various settlements ciffered, they all involved significant financial penalties and regulatory consequences. For example, one financial institution's settlement inclided a Deferred Prosecution Agreement, pursuant to which the DOJ ‘agreed to defer prosecution of criminal charges against that entity provided that the financial institution satisties the terms of the Deferred Prosecution Agreement. The terms of the other financial institutions’ setiements included Non-Prosecution Agreements, pursuant to which the DOL agreed not to fle criminal charges against the entities so long 2s certain conditions are met. In addition, affiliates of two of the financial institutions agreed to plead guily toa crime in @ United States court for related conduct. 200Deutsche Bonk 102~Consoliated Financial Statements 7 Financial Het 2072 Noes to tno Coneoldated Balance sheet 25-Provisone In addition, a number of chil actions, including putalive class actions, are pending in federal cour in the United Slates District Court for the Souther District of New York against Deutsche Bank and numerous other banks, {All but one of these actions are filed on behalf of certain parties who allege that they held or transacted in U.S. Dollar LIBOR- based derivatives or other financial instruments and sustained losses as a result of collusion or ‘manipulation by the defendants regarding the setting of U.S, Dollar LIBOR. These U.S. Dollar LIBOR cil, actions have been consolidated for pre-trial purposes, and Deutsche Bank and the other bank defendants ‘moved to dismiss the amended complaints that had been fled by the end of April 2012. On March 29, 2073, the Court dismissed a substantial portion of plaintiffs’ claims, such as the federal and state antitrust claims. The Court allowed some manipulation claims to proceed and granted plaintifs’ motion to amend their complaints ‘based on information that emerged in regulatory settlements. ‘Ackltional complaints against Deutsche Bank and other banks relating to the alleged manipulation of U.S. Dollar LIBOR have been filed in or otherwise transferred to the Southern District of New York by the Judicial Panel on Multgistrict Litigation but have stayed pending the resolution of the motions to dismiss. Other actions against Deutsche Bank and other banks conceming U.S, Dollar LIBOR are currently pending in other federal district courts, and defendants are seeking to have them transferred to the Southern District of New York. One ‘complaint relating to the alleged manipulation of Yen LIBOR and Euroyen TIBOR has also been fled in the ‘Souther District of New York. Claims for damages are asserted under various legal theories, including Violations of the Commodity Exchange Act, state and federal antitrust laws, the Racketeer Influcenced and ‘Corrupt Organizations Act and other state laws, kirch Litigation, in May 2002, Dr. Leo Kirch personally and as an assignee of two entities ofthe former Kirch Group, ie., PrintBeteligungs GmbH and the group holding company TaurusHolding GmbH & Co. KG, initiated legal action against Dr. RolF-E. Breuer and Deutsche Bank alleging that a statement made by Dr. Breuer (then the Spokesman of Deutsche Bank's Management Board) regarding the Kirch Group in an interview wath Bloomberg television on February 4, 2002, was in breach of laws and resulted in financial damage. (On January 24, 2006, the German Federal Supreme Court sustained the action for the declaratory judgment only in respect ofthe claims assigned by PrintBetoligungs GmbH. Such action and judgment did not require a proof of any loss caused by the statement made in the interview. PrintBetelligungs GmbH is the only company of the Kirch Group which was a borrower of Deutsche Bank. Claims by Dr. Kirch personally and by Taurus Holding GmbH & Co, KG were dismissed. In May 2007, Dr. Kich filed an action for payment of approximately 1.3 bilion plus interest as assignee of PrintBeteligungs GmbH against Deutsche Bank and Dr. Breuer. On February 22, 2011, the District Court Munich I dismissed the lawsul in its entirety. Dr. Kirch has fied an appeal against the decision, In these proceedings Dr. Kirch has to prove that such statement caused financial damag- € to PrintBeteligungs GmbH and the amount thereof (On December 31, 2005, KGL Pool GmbH filed a lawsuit against Deutsche Bank and Dr. Breuer. The lawsuit is based on alleged claims assigned from various subsidiaries ofthe former Kirch Group. KGL. Pool GmbH seeks fa declaratory judgment to the effect that Deutsche Bank and Dr, Breuer are jointly and severally liable for dam- ‘ages as a result ofthe interview statement and the behavior of Deutsche Bank in respect of several subsidiar= ies of the Kirch Group. In December 2007, KGL Pool GmbH supplemented this lawsuit by a motion for pay- "ment of approximately € 2.0 bilion plus interest as compensation for the purported damages which two subsid- iaries of the former Kirch Group sllegedly suffered as a result ofthe statement by Dr. Breuer. On March 31, 2009, the District Gourt Munich | dismissed the lawsuit in its entirety. KGL Pool GmbH appealed the decision. (On December 14, 2012, the appellate court altered the judgment by District Court Munich | and heid that Deutsche Bank and Dr. Breuer are liable for damages assigned by one subsidiary of the former Kirch Group {and claimed under the motion for payment, rendered a dectaratory judgment in favor of certain subsidiaries ‘and dismissed the claims assigned by certain other subsidiaries. On March 12, 2013, the appellate court handed down the writen judgment containing the reasons. Deutsche Bank and Dr. Brever filed a request for ‘eave to appeal with the Garman Federal Supreme Court. As a next step, the appeliate court will request an ‘expert opinion on possible damages to decide on the amount owed under the payment claim, Mortgage-Related and Asset-Backed Securities Matters, Deutsche Bank AG, along with certain affiliates (cot lectively referred in these paragraphs to as ‘Deutsche Bank’), have received subpoenas and requests for in- formation from cerlain regulators and government entities concerning is activities regarding the ongination,-Conseisatd Financial Statements 48 Notes tothe Consolidated Balance Sheet purchase, securitization, sale andlor trading of mortgage loans, residential mortgage-backed securities (RMBS), collateralized debt obligations, other asset-backed securities, commercial paper and credit derivatives, Deutsche Bank is cooperating fully in response to those subpoenas and raquests for information. Deutsche Bank has been named as defendant in numerous ciui tigations in various roles as issuer or under- ‘writer in offerings of RMBS and other assel-backed securities. These cases inciude putative class action suits, actions by individual purchasers of secure, actions by trustees on behalf of RMBS trusts, and actions by insurance companies that guaranteed payments of principal and interest for particular tranches of securities offerings. Although the allegations vary by lawsuit, these cases generally allege that the RMBS offering docu- ‘ments contained material misrepresentations and omissions, including with regard to the underwriting stand- ards pursuant to which the underlying morigage loans were issued, or assert that various representations or warranties relating to the loans were breached atthe time of origination. Deutsche Bank and several current or former employees were named as defendants in a putative class action ‘commenced on June 27, 2008, relating to two Deutsche Bank-issued RMBS offerings. Following a mediation, the court has approved a sottioment of the case. Deutsche Bank is a defendant in putative class actions relating to its ole, along with other financial institutions, as underwriter of RMBS issued by various third-parties and their affiiates including Countrywide Financial Corporation, indyMac MBS, Inc., Novastar Mortgage Corporation, and Residential Accredit Loans, inc. These cases are in various stages up through discovery. On March 29, 2012, the United States District Court for the ‘Souther District of New York dismissed with prejudice and without leave to replead the putative Novastar Mortgage Corporation class action, which the plaintiffs appealed. On March 1, 2013, the United States Court of ‘Appeals for the Second Ciccult reversed the dismissal and remanded the case for further proceedings to the District Cour. Deutsche Bank is a defendant in various non-class action lawsuits by alleged purchasers of, and counterpar- ties involved in transactions relating to, RMBS, and thei afliates, including Allstate Insurance Company, Asset ‘Management Fund, Assured Guaranty Municipal Corporation, Bayerische Landesbank, Cambridge Place Investments Management inc, the Federal Deposit Insurance Corporation (as conservator for Colonial Bank, Franklin Bank S.S.B., Guaranty Bank, Citizens National Bank and Strategica Capital Bank), the Federal Home Loan Bank of Boston, the Federal Home Loan Bank of San Francisco, the Federal Home Loan Bank of Seattle, the Federal Housing Finance Agency (as conservator for Fannie Mae and Freddie Mac), HSBC Bank USA, National Association (as trustee for certain RMBS trusts), Freedom Trust 2011-2, John Henoook, Landesbank Baden-Worttemberg, Mass Mutual Life Insurance Company, Moneygram Paymont Systems, Inc., Phoenix Light SF Limited (as purported assignee of claims of special purpose vehicles created and/or managed by ‘Westl B AG), Royal Park Investments (as purported assignee of claims of a special-purpose vehicle created to acquire certain assets of Fortis Bank), RMES Recovery Holdings 4, LLC, VP Structured Products, LLC, Sealink Funding Lt, (as purported assignee of claims of special purpose vehicies created and/or managed by Sach- sen Landesbank and its subsidiaries), Spencerview Asset Management Lid., The Charles Schwab Corporation, ‘The Union Central Life Insurance Company, The Westem and Southem Life Insurance Co., and the West Virginia Investment Management Board. These civil tigations are in various stages up through discovery. Inthe actions against Deutsche Bank solely as an underwriter of other issuers’ RMBS offerings, Deutsche Bank has contractual rights to indemnification from the issuers, bul those indemnity rights may in whole or in part prove effectively unenforceable where the issuers are now or may in the future be in bankruptcy or other- wise defunct (On February 6, 2012, the United States District Court for the Southern District of New York issued an order dismissing alaims brought by Dexia SA/NV and Teachers Insurance and Annuity Association of America and {heir affiliates, and on January 4, 2013, the court issued an opinion explaining the basis for this order. The court dismissed some of the claims with prejudice and granted the plaintiffs leave to replead other claims, The plain- tifs repled the claims dismissed without prejudice by fling a new complaint on Febsuary 4, 2013,Doutecho Bonk (02 Consotdated Financia Statments 30 Finacial Repor 7012 Noes tothe Consolidated slanee Shock 20- Crodkrlated Commulments snéconingent Libitos ‘On July 16, 2012, the Minnesota District Court dismissed with prejudice without leave to replead claims by Moneygram Payment Systems, Inc., which the plaintilfs have appealed. On January 13, 2013, Moneygram filed a summons with notice in New York State Supreme Court seeking to assert claims similar to those cis- missed in Minnesota, (On February 4, 2013, pursuant to the terms ofa seltlement agreement, Stichting Pensioenfonds ABP dis missed two lawsuits that had been filed against Deutsche Bank, The financial terms of the settlement are not material to Deutsche Bank. ‘Anumber of entities have threatened to assert claims against Deutsche Bank in connection with various RMBS offerings and other related products, and Deutsche Bank has entered into agreements with a number of these “entities to toll the relavant statutes of limitations. It is possible that these potential claims may have @ material impact on Deutsche Bank. In adkliion, Deutsche Bank has entered into settlement agreements with some of these entities, the financial terms of which are not material to Deutsche Bank. (On May 8, 2012, Deutsche Bank reached a settlement with Assured Guaranty Municipal Corporation regarding cairns on certain residential mortgage-backed securities (RMBS) issued and underaritten by Deutsche Bank that are covered by financial guaranty insurance provided by Assured. Pursuant to this settlement, Deutsche Bank made a payment of U.S. 166 million and agreed to participate in a loss share arrangement to cover a percentage of Assured's future losses on certain RMBS iesued by Deutsche Bank. This settlement resolves {wo litigations with Assured relating to financial guaranty insurance and limits claims in a third tigation where all the undertying mortgage collateral was originated by Greenpoint Mortgage Funding, Inc. (a subsidiary of Capital One), which Is required to indemnify Deutsche Bank. U.S, Embargoes-Related Matters, Deutsche Bank has received requests for information from regulatory agen- ies concerning its historical processing of US-Dollar payment orders through U.S. financial institutions for parties from countries subject to U.S. embargo laws and as to whether such processing complied with U.S, ‘and state laws. Deutsche Bank is cooperating with the regulatory agencies. 30- Credit related Commitments and Contingent iabilities Jn the normal course of business the Group regularly enters into ievacable lending commitments as well as contingent liabilities consisting of nancial and performance guarantees, standby letters of credit and indemnity agreements on behalf ofits customers. Under these contracts the Group is required to perform under an obi gation agraement or to make payments to the beneficiary based on third party's failure to meet its obigations. For these instruments its not known to the Group in detallf, when and to what extent claims will be made, ‘The Group considers these instruments in monitoring the crecit exposure and may require collateral to mitigate inherent credit risk. If the credit risk moritoring provides sufficient perception about a loss from an expected aim, a provision is established and recorded on the balance sheet “The following table shows the Group's itrevocable lending commitments and lending related contingent abi ties without considering collateral or provisions. It shows the maximum potential utlization ofthe Group in case all these liabillies entered into must be fulflled. The table therefore does not show the expected future cash ‘ows from these liabilities as many of them will expire without being drawn and arising claims will be honored by the customers or can be recovered from proceeds of arranged collateral Irevocable landing commitments and lending related contingent abilities iene mndig semaines = es ar Contingent bis 5861 7655 Tos, Tae o1e forsee‘Deutsche Bonk (02- Consolidate Financial Statements 60 Fn Reo 2092 Notes tothe Consolidated Balance Sheet 32 Long/Tarm Debt and Tuet Prefered Securtiag Government Assistance In the course ofits business, the Group regularly applies for and receives government support by means of Export Credit Agency ECA") guarantees covering transfer and default risks for the financing of exports and investments into Emerging Markets and to a lesser extent, developed markels for Structured Trade & Export Finance business. Almost all export-orionted states have established such ECAs to support their domestic ‘exporters, The ECAs act in the name and on behalf of the government oftheir respective country and are ether constituted directly as governmental departments or organized as private companies vested with the official ‘mandate of the government to act on its behalf. Terms and conditions of such ECA guarantees granted for short- term, mid-term and long-term financings are quite comparable due to the fact that most ofthe ECAs act within the scope of the Organisation for Economic Cooperation and Development ("OECD") consensus rules. The ‘OECD consensus rules, an intergovernmental agreement of the OECD member states, define benchmarks to ‘encure that a fair competition between different exporting nations wil take place. In some countries dedicated funding programs with governmental support are offered for ECA-covered fi- rnancings. On a selective basis, the Group makes use of such programs. In certain financings, the Group also receives government guarantees from national and international governmental institutions as collateral to sup- ‘port financings in the interest of the respective governments. The majority of such ECA guarantees received by the Group were issued eithor by the Euler-Hermes Kreditversicherungs AG acting on behalf of the Federal Republic of Germany or by the Commodity Credit Corporation acting on behalf ofthe United States, 31- Other Short-Term Borrowings Conneesl paper Bait a oer Seat ‘a ohare rm boro 35960 ws 350 32- Long-Term Debt and Trust Preferred Securities Long-Term Debt by Earest Contractual Maturity Senior dab = ‘Bonds end ates vod te woe 14156 4682 tA 31S—st.063 woo gases sting ato wom das 2008 2239 370 ase 2007s _ 37855! ‘Biorinsies abe = — ‘Bonds an tes Fed rae aaor so 0800 = isi zis agrs! long ste aim 78 36 = = ts __ase7__ 68" Gher T0385. gee, pir 1960. Tso. isso ese —i.c08 “oul longterm oot 3.92) 48" T6905” Ta 1g? sis” —sn950” —veao0r” 763.016 ‘Tho Group did not have any defaults of principal, interest or other breaches with respect to is tabilies in 2012 and 2011Deusen Bank (02 Consoidted Financial Statements ‘Trust Preferred Secures! Fad aie Tao sing 3 Tul ual pestered ins Tz094 Tae potas stan, ecanstie wpe ae daar na Grape oan, Additional Notes 3- 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. unr ears ityoud meeuyehwee _ouseana ‘Common shares, Javan 1,207 BwAWG 10 — (10.497.280), ~H1a.062.360 “Shares sued under share-assd compensation Hane S I ei (Capa increase e e = ‘Shares prenasod fr teary = (aan raae2) cons.738042) ‘Shares 22 of debuted tom Yoseury = _ssrzssiezs__357'206.623 ‘Common shares, December 31,2011 BAGH ~ (i a99.905)” ~v0a 510,581 “Shares lsued under shave-aesd compensation pane s 5 S ‘capa increase e : = ‘Shares prenasod for oasury = saat esiaman Shares tol or dtibutod om easy = N05 50.308 405,600,368 ‘Gonmon shares, Decomber 31,2012 SERGE (915742) 929,105.08 ‘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 {or equity compensation purposes. All such transactions were recorded in shareholders equity and no reve- hues 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. Authorized Capital “The Management Soard is authorized to increase the share capital by iesuing new shares for cash and in ‘some circumstances noncash consideration. As of December 31, 2012, Deutsche Bank AG had authorized but unissued capital of €1,152,000,000 which may be issued in whole or in part until April 30, 2016. Further details are gaverned by Section 4 of the Articles of Association, uorzedcapst __ Snsideron Poem his Expt ee _ 20400000 Cash Hoy be exclu pursuant fo Secon TaB Sj santonca AF e Sieck Apa 30, 2016 poration At Hay bo sxcuaed hee the font of acy ing @ company of teas a company mm Ga Hay not be excluded i emaaaR orn EeDeutsehe Bank (02 Consolidate Financial Statements 382 Pani Rent 2072 ‘attonal Notes Se employee Bene Conditional Capital The Management Board is authorized to issue once or mare than once, partcpatory noes that are inked with conversion rights or option rights endfor convertible bonds andlor bonds with warrants. The participatory notes, convertible bonds or bonds with warrants may also be issued by afiated companies of Deutsche Bank AG. For this purpose share capital was increased conditionally upon exercise of these conversion andlor exchange fights or upon mandatory conversion. ene cac sedrepion ie ££ 290,400,000. Api, 2015 {€239.400000 ‘pil 30-2016 ‘€239.400,000 pnt 30-2017 Dividends “Tho following table presents the amount of dividends proposed or dectared for the years ended Decem- ber 31, 2012, 2011 and 2010, respectively. Cash aided deere Ta Cm) er 807 7 ‘ean avid docred pet comion caro ia) ars ars as No dividends have been declared since the balance sheet date. 34- Employee Benefits Share-Based Compensation Plans “The Group made grants of share-based compensation under the DB Equity Plan, This plan reprasents a con- tingent right to receive Deutsche Bank common shares after a specified period of time. The award recipient is ‘not entitled to receive dividends during the vesting period of the award. ‘The share awards granted under the terms and conditions of the DB Equity Plan may be forteted fully or partly ifthe recipient voluntarily terminates employment before the end of the relevant vesting period. Vesting usually continues after termination of employment in cases such as redundancy oF retirement. In countries where legal or other restrictions hinder the delivery of shares, a cash plan variant of the DB Equity Plan was used for granting awardsFinal Rao 2072 ‘esstianal Notas ‘4-Employee Benefits ‘The following table sets forth the basic torms of these share plans. Serevent) Geen ar aut Pan esingseetule_ Et aor eons bin 201 ‘nn Aare 1:12 monte” Yer ‘See ampyees as zon 413: 24 months! srnual etonon Yes “Sait eplajaas wo airaet ‘tra oy sat Tena ara Untont Vesting eda We agate employees stant a ‘anal Rar Graded vaing ibe equal Vee ‘Seal arpioaes a5 tranches benean 12 manne ‘nna enon ‘and 43 mente Yor ‘Sac oriees ae RatentonNew re Tdaual species Tie ~BelecTerpioyeestoatract, ere hoy at Eo "anal var ae Di moat 7 ‘alet omloyess 35 25 % 36 months enmueleteron 25.88 months Ratentonnew ze nda specestion Te Bele enpoyees watvact {Ex reuia enpoyecs hae dary hrs rer wanen pro ax mathe Former he ara mda eel chee pes 2 Feradempoyecs sae Sores enon gee sua Fer wants ow aogyon Soar sho oer Furthermore, the Group offers a broad-based employee share ownership plan entitled Global Share Purchase Plan ("GSPP"). Employees in select countries are granted up to ten shares per employee after a savings peri- (od of one year and a subsequent vesting period of one more year. As of December 31, 2012, entities in 37 counties enrolled in the new plan. “The Group has other local share-based compensation plans, none of which, individually or in the aggregate, ‘are material to the consolidated financial statements. Activity for Share Plans Welgtd verge teoworad)__ Sale per ant Balsnee 9 of December 31, 2710 68,018 €4031 Granted 28,022 ‘ea0e Issued (24,180) 49.12 Forteitod 9,002) 37.86 Bolence 05 of Oscerber 31, 7 5.695 ext ‘Granted 38.648 “€30.00 fosued (43,425) e300 Fortes ata) £3837 ‘Beloree a9 of Decoriber 1, BOT 2.499 35.28 “The table also includes the grants under the cash plan variant ofthe DB Equity PlanDeutsche Bank (02-Consotdste Financial Statements 264 Fanci Report 2012 automa! totes ‘4- Employee Benefits ‘Share-based payment transactions resulting in a cash payment give rise to a lability, which amounted to approxi- ‘mately € 44 milion, € 36 milion and € 33 milion for the years ended December 31, 2012, 2011 and 2010, re spectively. ‘As of December 31, 2012, the grant volume of outstanding share awards was approximately € 2.2 bition Thereof, € 1.6 dillon had been recognized as compensation expense in the reporting year or prior to that. Hence, compensation expense for deferred share-based compensation not yet recognized amounted to € 06 billion as of December 31, 2012, {In addition to the amounts shown in the table above, approximately 14.8 milion shares were issued to plan participants in February 2013, resulting from the vesting of DB Equity Plan awards granted in prior years (thereof 0.6 milion units under the cash plan variant ofthis DB Equity Pian), Furthermore, in February 2013 the Group granted awards of approximately 23.2 milion units, with an average {air value of € 26.07 per unit under the DB Equity Plan with modified plan conditions for 2013. Approximately 0.7 millon units of these grants were made under the cash plan variant of this DB Equity Plan. ‘Taking into account the units issued and granted in February 2013 the balance of outstanding shares awards as ‘of month-end February 2013 is approximately 71 milion units. Post-employment Benefit Plans Nature of Pians ‘The Group sponsors @ number of post-employment benefit plans on behalf ots employees, both defined contbution plans and defined beneft plans. The Group's plans are accounted for based on the nature and substance of the plan. ‘The Group's defined benefit plans are classified into retirement benefit plans, such as pension plans, and post- ‘employment medical plans. The majority of the Group's defined benefit plan commitments relate to beneficiar- jes of retirement benefit plans in Germany, the United Kingdom and the United States. For such plans, the value of a participant's accrued benefit is based primarily an each employee's remuneration and length of service, The Group maintains various extemal persion trusts to fund the majority ofits retirement benefit plan obligations. ‘The Group also maintains various post-employment medical plans for a number of current and retired employ ‘ees who are mainly located in the United States. These plans pay stated percentages of medical expenses of eligible reticoes after a stated deductible has been met. The Group accrues for these obligations over the ser- vice of the employee and pays the benefits from Group assets when the benefits become due. Once a retiree is eligible for Medicare the retiree sno longer eligible under the Group's medical plan and the Group makes a contribution to a Health Reimbursement Account for that retiree, ‘The Group's Pensions Risk Committee oversees risks related to the Group's post-employment benefit plans round the word, Within this context it develops and maintains guidelines for governance and risk management, Including funcing, asset allocation and actuarial assumption setting The Group's funding policy is to maintain coverage ofthe defined benefit obligation ("DBO") by plan assets within a range of 90% to 100% of the abligation, subject to meeting any local statutory requirements. Never- theless, the Group has determined that certain plans should remain unfunded. Obligations for the Groups| unfunded plans are accrued on the balance sheet.Deutsche Bank (02-Consoldsted Financial Statements a6 Financit Report 2012 Dasdvonal Hotes 34-Employee Bena In Germany, the Group is a member of the BVV together with other financial institutions, The BVV offers re- tirement benefits to eligible employees in Germany as a complement to post-employment benefit promises of the Group, The BVV provides annuities of a fixed amount to individuals on retirement and increases these fixed amounts if surplus assets arise within the BVV. The subsidiary lablty for providing the benefits lies with the employer in Germary. The Group classifies the BVY plan as a multi-employer plan and accounts for it as @ {defined contribution plan since insufficient information is available to identify assets and labilties relating to the ‘Group's current and former employees. In 2012, expenses for the contributions to the BVV were € 51 milion (2011: € 53 milion. in addition, the Group's expenses for defined contribution plans also include annual conti- butions by Deutsche Postbank AG to the special pension fund for postal civil servants of € 105 milion (2011: € 112 milion). Reconciliation in Movement of Liabilities and Assets ~ Impact on Balance sheet Retarert eet Potion race pane ‘Change dated bona Bigaton = ‘Baxance, begining of yest war iar TEE ‘Gurren service cost 257 288 7 7 Interest cost B19 00 7 7 Contibutens by plan paipants 8 10 a - ‘Actuals (gan) 1.503 458 m @ Exchenge rate ehangoe 4 136 o 5 Bono pait rs) (603) ® e Past sence cost (ret) ” a - 05) Acausons - - : - Daesties - ay - a Setiementtcralirenss @ a . a Otne| 3 2 a = Botonce, ond oTyoar aa ee ie ‘hereon unfunded pane 735 162 16 166 ‘hore in fundes plan 13479 112 = = “Grange in fo vaio of plan sama a alone. begining af year asa Tare a Expected return on plan Sea oT sa = = ‘Actor gin oss) 850 1.105 : - Exchange rate changes % ‘32 : . ‘Contibutens by th orpover 00 wT . - Contibutions by san partipans 0 19 - . Beefs pai «sn sa) : S Aequisiors - - - Divestiture - «3 - - Settlements e 8 : - ina Ot . = atanes and otyear aga abe = = Funded status, ond of you" (12287 220) Tear co Past sonics east (re not recoprized ° - - - eset ening - : - Reclasticabon as het fc slo 0 - - e Net asset (ily) ecognized mae eT Tea Taz) Tete other asset 5 7336 = I thereof ther Habities 2.54) zie, si 64 Treen spnr nes tis pnb tantaDeutsche Bank 02 Consoiatod Financia Statements 286 nil Repo AAdatonsi Notes ‘Se Employee Genet ‘Actuarial Methodology and Assumptions December 31 is the measurement date forall plans. All plans are valued by independent qualified actuaries using the projected unit credit method. The folowing rates are presented in the form of weighted averages. “Resumpons usd or eterent benef pias om to determine dofned Bonet ebigatons, end Tyaar lecount ate sox" 40% o1% Rate of pie iaion 24% 25% 25% Fale of nomial ereasa fre compensation levels 32%. sac aK Rate of nomial nrease fr pensions n payment. 23% 25% 23% 1 determine expenee year ended ‘scour rte 45% 51% 54% Rale of pce ination 25% 25% 27% Rate of nominal inerense in Ste compensation nels Bas 33% 3am Rate of nominal neease lor pension in payment 25% 24% 24% pact at of rotum on lan a 45% 40% 50%. “sumo usod fer post-employment eda! sas to deere detmed bene obligations, end of Your Disount ate 39% 45% 53% 1a deanna oxponao, yor ended Discount rate asm 50% 50% Tezumas te epecangy tage ——: Tora male aged 65 al Neasutemeri dae ie ia Toa fora mai aged 45 al measurement date 22 218 218 fer oma aged 65 at masuroront date 232 229 228 fora oma aped 45 ot measurement det 254 250 29 7 he cea tapped octane he dnd barat puso igaionin Garmanewnra arf Oncorbw S212 837 For the Group's most significant plans, the discount rate assumption at each measurement date is set based (on a high quality corporate bond yield curve approach refiecting the actual timing and amount ofthe future benefit payments for the respective plan. A consistent discount rate assumption is used across the eurczone based on the assumption applicable for the Group's largest pian in Germany. For other plans, the discount rate is based on high quality corporate or government bond yields, as appropriate, at each measurement date with a duralion consistent with the respective plan's obligations “The pric inflation assumptions in the eurozone and the United Kingdom are set with reference to market im- plied measures of inflation based on inflation swap rates in those markets at each measurement date. For ‘other countries, the price inflation assumptions are typically based on long term forecasts by Consensus Eco- nomics Inc “The assumptions fer the nominal increases in future compensation levels and for increases to pensions in payment are developed separately for each plan, where relevant. Each plan is set reflecting a building block Approach based on the price inflation assumption and reflecting the Group's reward structure or policies in teach market as well as relevant local stalutory and plan-specific requirements ‘The expected rate of return on assels is developed separately for each funded plan, using a building block approach recognizing each plan's target asset allocation at the measurement date and the assumed return on ‘assets for each asset category, The general principe is to use a risk-free rate as a benchmark, with adjustments for the effect of duration and specific relevant factors for each major category of plan assets where appropriate, For example, the expected rate of return for equilies and property is derived by adding relevant risk premia to the risk-free rateDeutsene Bank (02 consolidated Financial Statements Fanci Report 2012 ‘aatona totes ‘54 Employee Genet ‘Among other assumptions, mortality assumptions can be significant in measuring the Group's obligations un= ‘der its defined benefit plans. These assumptions have been set in accordance with current best practice in the respective countries. Future potential improvements in longevity have been considered and included where appropriate. In determining the obligations and expenses for post-employment medical plans, an annual weighled-average rate of increase of 8.3% in the par capita cost of covered health care benefits was assumed for 2013. The rate is assumed to decrease gradually 10 6.1% by the end of 2019 and to remain at that level thereafter. Pension Fund Investments ‘The Group's primary investment objective is to immunize broadly the Group to large swings in the funded status of its retirement benefit plans, with some limited amount of risk-taking through duration mismatches and asset class diversification to reduce the Group's costs of providing the benefits to employees in the long term, The airn is to maximize returns within the Group's overall risk tolerance. The following rates are presented in the form of weighted averages. Penne tn ss “Tapstameatn DET ane bee aite “asaleaegores qty instrarents 10% 2% ™% ‘Debt nemuments (neuing Cash and Deiaives) ast em ar Alora investments cluding Property) 5% 3%, 8% “etl asset catego 700% To0% 700% ‘The actual retum on plan assets forthe year 2012 was € 1,227 million (2011: € 1,696 milion). Plan assets as of December 31, 2012, include derivative transactions with Group entities with a negative mar- ket value of € 242 milion. In addition, there are € 7 milion of secures issued by the Group included in the plan assets. Impact on Cashflows The Group expects to pay approximately € 190 milion in regular contributions to its retirement benef plans in 2013. Furthermore the Group is considering making a contribution to fund the majority of Postbank’s defined beneiit obligations in 20%3, It's not expected that any plan assets willbe returned to the Group during the year ending December 31, 2013, ‘The table below reflects the benefits expected to be pald by the defined benefit plans in each of the respective periods. The amounts include benefits attbutable to employees’ past and estimated future service, and in- ‘clude both amounts paid from the Group's pension funds in respect of funded plans and by the Group ine spect of unfunded plans. een 7 saa dae ma ‘sa aa = 60 ais eee 7 on fargencons : ss a7 0 2010SDeutsehe Ban 02-Cansoidated Financia Statements Pant Report 2012 ‘atonal Notes S4-Employoo Gonetit: Impact on Equity “The Group apples the policy of recognizing actuarial gains and losses in the period in which they occur. Actuarial gains and losses are taken directly to shareholders’ equty and are presented in the Consolidated Statement of ‘Comprehensive Income and in the Consolidated Statement of Changes in Equity. The following amounts are presented without any tax effects, conser ws 29) Rotromsalbenatt pane ‘lua gai ose) * (289) rr Aesetesing o. ° 2 “ok eireren Bena plans 8 By Toe ‘Pestemployent modial pane ‘Actuarial gm oss) 4 1 10) "Wal postemployment mada plans rn 7 “i8) “otal amount recognized ze Taal B01 ™ Aeamste sesh Govp spn FS a ihe oa gael eons ale ara Experience Impacts on Liabilies and Assets wen Dee, 2012__Oee5t,2011__ 034,010 _ asst 2000__ es, 2008 esromant bono pane — ‘Defined batt obnation ams wea ar aie ae ‘hore expeianes adjustments (oss (asin) a7 25 (23) 2) 24 Far vate of lan asses Tava EB Tiare 7352 755 oreo exporiones adjustments gsn (oss) 80 1305 24 2 omy Funded sat G28) (539 oo fen 555 oct employoni medial pane ‘eld bert csigation ea ie is 135 a hereof expeoncearhatments dose (ain)* 2) 2 4 = © Funded stats ei, ee wy ia Ti) Sensitivity to Key Assumptions ‘The figures presented below reflect the effect of adjusting each assumption in isolation. Inessaseonoe} etre ene obigaton a of Exyre a Relremeni beet plans sera ‘hecourt ate (9 bass ponte deeroass) 1.090 0 oo 5 Rate of rie nation (0 bal pl nee) ero 558 “0 © Rale of eal nereaeo ifr compencatlon ives (50 bess pont inoease) ‘20 105 0 0 Longevity movement by ten pecot)® 05 255, 15, 6 Expected ate of elu (50 bare pins deere) = = = 5 Postempleyment medal plans sonst Heath core cost rat 100 asl porns incase) 5 w ° 2 __ Neath cae ost rate (100 bass ports decrease) a 09 o. a Traces platen Gao ae bie sl Bal be dans et ohteston ce Ow em IAS a wh apn 09. ‘casa pct gy ans tht pba Sea to po maa ben pass. Tr srs ty Da roy, Pvt Se yon rayDeutsche Bans 02- Consolidated Financial Statements Franca Mert 2012 Aatvanat Notes Expense of post-employment benefits and selected other employee benefits, Epona for rtiemat banal plans “Curent serie cost 2sr 248 249 reveal cot ero ‘00 227 Espocted return on plan asels sm 30) 490) Past crvce cost (re recognized 30 a a Sellemensloutalinent = oO. 1 (a) Ta rtrement bene la Be so 188 ‘panes or post-employment mada plans Currant sonice cost ‘ 3 2 7 7 ° eee coat (cod ecogrized 5) 7 i medial plans i oh 7 Total expenses dofnod bene pins eo) Ba Zor "al expenses lor dtined contbuion pans Ei 35 220. Toa expntes for pestemploynent benefits 715) 5, 440) ‘Expensas er sloctod ahr omplayee bona Erpayer entrbutone to mandatory Gorman soil eeu pension plan mn 228 1” Exponees foreach retention pans" 1138 1018 818 Expenses for share-based paymonts, equi sod" 097 281 1.483 [Expenses for shre-based payments, cabh seta” 7 28 2% Expenses for severance payments” am 461 00 Tnctng eee i ie a fe acataon of epasaealylerlnd dow oh Garman elon Teel €0 lan mee ‘Seog os paste tsi cerca the yr 202 + Eesulng ts Gowan af nen aad cargention wcdsole wied Expected expenses for 2013 are € 316 million for retirement benefit plans and € 10 milion for post. employment medical plans. ‘The increase in expenses for postiemployment benefits in 2011 compared to 2010 is mainly caused by the full year impact of the consolidation of Postbank in the 2011 expense and the change in indexation of UK occupa tional pensions in deferment from the Retall Prices Index (RPI) to the Consumer Prices index (CPI) due to a UK Government announcement which fod to a past service credit of € 104 milion recognized in the 2070 expense. 35- Income Taxes Current ax xpance fanofiy — ~ ~~ “Tax experise (Dene fr carert year 720 se 9 Adusiments fo prior ear 1055) a “eal arent x exponze (bene 27) 151 0 ‘Deford ix expense (rel ‘Origination and reverent of emparary ilorece, unused ak lesces atx ris sr «4a 700 Etec of cnanges tx aw andr tax rato 10 00 7 Adjusimont tps yrs” pre (354) for “oil fered tas expense (bone 0 87) 515 Toratincome lox xpense (Der) 05 7068 Tees Income tax expense includes policyholder tax attributable to policyholder earnings, amounting to an income tax ‘expense of € 12 millon in 2012, an income tax benefit of € 28 milion in 2014 and an income tax expense of € 37 milion in 2010,ne (02 Console Financia! Staements i Reger 2012 ‘tional Notes ‘36-Income Taxes ‘Total current tax benefit includes benefits from previously unrecognized tax losses, tax credits and deductible temporary differences, which increased the current tax benefit by € 94 milion in 2012. These effects reduced the current tax expense by € 35 millnn and by € 6 milion in 2011 and 2010, respectively. “Total deferred tax expense includes benefits from previously unrecognized tax losses (tax credits/deductible temporary differences) and the reversal of previous write-downs of deferred tax assels and expenses arising from write-downs of deferred tax assets, which increased the deferred tax expense by € 92 milfon in 2012. in 2011 these effects increased the deferred tax benefit by € 262 milion and increased the deferred tax ex- pense by € 173 million in 2010. Diference between applying Gorman statutory (domestic) Income tax rate and actual income tx expense en. ie it 200 ‘Expactad tax expense at domestic income tx ral 37% - (G0. 9 for 2011 and 30.7 Sor 2010), 1957 120 Foreign fe ra a “Tecowemp gains on secur and oer incon a8 re [oss (come) on egy mein investment = (9) @ Nondeducible xpences zor 35 Iinpaimenis of good = = ‘Devische Pesbonk AG rite chore wih no tax bono = ss ‘Changes n ecoanton and massvroment of defied ax ayy, 87 ‘loc of changes in ax iw andor tax ras : 10 7 foc eat shore based payne = 90 ry flock potgtialet ae ea} 3 ‘Gier ag wa) Ba ‘Agual cone ox pence ena ce 7.08 or “The Group is under continuous exeminations by tax authorities in various jurisdictions. in 2012 and 2011 *Oth- "in the preceding table mainly includes the effects of settling these examinations by the tax authorities. “The domestic income tax rate, Including corporate tax, solidarity surcharge, and trade tax, used for calculating deferred tax assets and liabilities was 31% for the year ended December 31, 2012. For 2011 the domestic income tax rate was 30.8 % and for 2010 30.7 %. Income taxes charged or edited to equity (other comprehensive incomeladditonal pai in capital) se ‘60 23h Frnncil seats avaiable fer al ‘Unraized ae! goewlosses arising dung th poiod (697) 1s ( _Nat gone casita wo proto lass 6 ai ta “Darnatveshosging vara of eh ows: ‘Unesizes not ganeosses asng dng te pois Cy @ » Nel gainsossesreclsstod to prot or oss e 3) o a ‘ier equ movement: Unreaizs et gainslossesarsing acing the pared 04 (29) 320 Net gainarossesrclastid to poft or lose, a “O) Income nc (charged) crodid io other comprehen cone" a 5 a (her ncome axes (charged) ceded 0 aut 4 6 EN SeayDeuteeho Bank 02- Consolidates Financia Statements Proacit Ro! 2012 ‘tanonal totes ‘Major components of the Group's gross deferred income tax assots and liabitios Doerad ax ase ‘Unused tx oesoe ‘.s02 2278 Dedvete temporary diterencs: “racing actises 12,108 1,806 Propoty a equipment 80 206 Other areola 2788 2.560 Secures vahation 526 41200 ‘Alowance for oan asses 750 525 Other provisions 1808 sare Cine ibn 260 775 "ia cetoros tnx assets re abating Fis 7208. ‘fered ix fabites “nab temporary erences: “Trading seeios aan e3%0 Propet a equip 8 3 Otner acts ast 0 Seeuas vation 1216 700 ‘Alowance or san loes0e ‘os, ae (ter provisions 451 ae Other ibilties 4.000, azrr “ial eters tox iis pro ing 5059 7a381 Deferred tax assets and labities, after offsting reson se Goload nc aeeoe fai ear ‘resorted os cofared tx labo ss 3709 ‘Not oforod ox acto e255 0 “The change in the balance of deferred tax assets and deferred tax lisilties does not equal the deferred tax expensel{benelit). This fs due to (1) deferred taxes that are booked directly to equity, (2) the effects of ex- ‘change rate changes on tax assets and lablties denominated in curencies other than euro, (3) the acquisition ‘and disposal of entities as part of ordinary activites and (4) the recassification of defered tax asets and ia- bites which are presented on the face ofthe balance sheet as components of other assets and abies. tomes for which no defers tax aseets were recognized Decucibe tomperary erences (332) (296) Not ong 000) Baa) Expo a Subsoquont paiod cc) 5) Expiing ater subsequent polos 2109) Tacos or isses (5530) Exp io aubseguent pared = ~ Expiing ater subsoquontperios sn on Trused i cot (ear) ty Deferred tax assets were not recognized on these items because itis not probable that future taxable proft wl be available against which the unused tax losses, unused lax credits and deductible temporary diferences can be utilized. ‘As of December 31, 2012 and December 31, 2011, the Group recognized deferred tax assets of € 1.3 bilion and € 1.5 blion, respectively that exceed deferred tax liabilities in entities which have suffered a loss in ether the current or preceding period. This ss based on management's assessment that its probable that the respective tenis will have taxable profits against which the unused tax losses, unused tax credits and deductible temporary diferences can be uilized. Generally, in determining the amounts of deferred tax assets to be recognized, management uses historical profitability information and, if relevant, forecasted operating results, based uponDeutsche Bank (02-Consoliated Financial Statements 382 Pinan Resor: 2012 Dattionst Notes 6: Denvatwos approved business plans, including @ review of the eligible carry-forward periods, tax planning opportunities ‘and other relevant considerations. ‘As of December 31, 2012 and December 31, 2011, the Group had temporary differences associated with the ‘Group's parent company’s investments in subsidiaries, branches and associates and interests in joint ventures of € 138 millon and € 135 milion respectively, in respect of which no deferred tax labiities were recognized. 36 Derivatives Derivative Financial instruments and Hedging Activities Derivative contracts used by the Group include swaps, futures, forwards, options and other similar types of Contracts. In the normal course of business, the Group enters into a variety of derivative transactions for both trading and risk management purposes. The Groups objectives in using derivative instruments are to meet ‘customers isk management needs and to manage the Group's exposure to risks. In accordance with the Group's accounting policy relating to derivatives and hedge accounting as described in [Note 01 “Significant Accounting Policies’, all derivatives are carried at fair value in the balance sheet regard- less of whether they are held for trading or nontrading purposes. Derivatives held for Trading Purposes. Sales and Trading ‘The majority of the Group's derivatives transactions relate to sales and trading actives. Sales activities in- Clude the structuring and marketing of derivative products to customers to enable them to take, transfer, modiy cof reduce current or expected risks. Trading includes market-making, positioning and arbitrage activities, Mar- ket-making involves quoting bid and offer prices to other market participants, enabling revenue to be generated based on spreads and volume. Positioning means managing risk positions in the expectation of benefiting from favorable movements in prices, rates or indices. Arbitrage involves identifying and profiting from price cifferen- tials between markets and products, Risk Management “The Group uses derivatives in order to reduce its exposure to market risks as part of is asset and labiity management. This is achieved by entering into derivatives that hedge specific portfolios of fixed rate financial instruments and forecast transactions as well as strategic hedging against overall balance sheet exposures. ‘The Group actively manages interest rate risk through, among other things, the use of derivative contracts. Uillzation of derivative financial instruments is modified from time to time within prescribed imits in response to ‘changing market conditions, as well as to changes in the characteristics and mix ofthe related assets and Habits. Derivatives qualifying for Hedge Accounting ‘The Group applies hedge accounting if derivatives meet the specific criteria described in Note 01 “Significant Accounting Policies Fair Value Hedge Accounting ‘The Group enters into far value hedges, using primary interest rato swaps and option, in order to protect itself against movements inthe far value of fixed-rate financial instruments due to movements in market intr- est ates. izDevtsene @ank 02 consolidated Financia Statements Feit Repo 2012 Deatvonal totes For the years ended December 31, 2012, 2011 and 2010, a loss of €0.1 billion, & gain of € 2.2 billion and a goin (of € 0.7 billion, respectively, were recognized on the hedging instruments. For the same periods, the results on the hedged items, which were attributable to the hedged risk, were losses of € 0.4 billion, € 1.5 billion and € 08 billion, respectively. ‘Cash Flow Hedge Accounting ‘The Group enters into cash flow hedges, using interest rate swaps, equity index swaps and foreign exchange forwards, in order to protect itself against exposure to variability in interest rates, equilies and exchange rates. Daves 5a a ca ow nas ‘ar 0 os puhabe Somme a ‘carats chor comarehensive income (ss), not of ae aa) Tae) “otal shareholders eau B41 Bup0H Nenesnkoting teats 204 20 Tosleauy ares, Giza Toatianinge nd eau Trans —aee276Deutsche Bank CConsoidst Financial Statements Invonn tapos of Saptanber 30,2019 Censaidated Sttementof Changesin Equity (nated) Consolidated Statement of Changes in Equity (unaudited) ‘lance as of Dacorber 1.207 —— Soo 23.505 30.10 23) ° {ual conpetenive neone, eet ise 2 o 219 0 o oniven shes Seued oo o ° {Gath didends paid 2 To] 0 © FRemeasurement gre (esses) ated a dened bona pine mole © ° 250) o 0 ‘Nel chang Wah aati nt teeing pated a a9) 0 o 0 "ress shares debuted under share -baced comperanion Bane @ ° a ais a. “ay tavei aid fo sharecbased compenantion po 6 0 a o o [isons Fay nes me obigabon te purchase ‘amma shares © ° 0 o “ sticker tor Eqn ESTATES COSTE PORTE COOTOT Son arms a Ona ee Na on Garon aaTeT — Bocuse a tata ae Sal ol rasury shoe — a ge oes so ORNS Sane aa cpene TE ‘anes spt Dosorber TD Zao ‘opleonprenenave come, nel aT o Commen shere 0 ‘aah idends pia a Femoosurement ass (oases aed to dened bane plans Nel change she awaits he porn pared aa a Setioued under shave-based componsaton pars 8 le shat-based compensation plans a iy claesied ae obigaton to purchase comInoN ea 0 0 © i DDeduciens om Equity classiiod ae ebtgaion To purchase common shares o oO ° 4 ‘Glion premium and oar lfc om opis on canmn shes a co o 0 Purchases oftesaury shares omen © o o Tossa oT Sale of ressry shares 0 i a 505 oy Fetgars loss) on rasauy ares Sold a 5 o 0 c ire 0 135, 0 0 o Balance ao Seplenber 50,201 Zao aie ar Ta 7Deutscho Bank CConsodate Financia Stamens a Intns Repectas of Soper 30,2019 Consosed Statement of Changes in Equity (unauted) ‘meet esis) Umslanénet Accurate rte _ Tae 50, i aa 11 — wash oa Se se a. eT i) re a 1263 2 a a a a 8 a oo 0 4 o o o = a 7” a = o_ ass a e a "3.690 a o. a a ° n zr = Ee aie‘Conse Financia Stataronts 6 Ivor oars of Septertee 30,2019 Ganga Sutamant of Cte Flows (anauded) Consolidated Statement of Cash Flows (unaudited) eae Se [Nausea vncaets fat cbs 0m proves by ase n) opera ace ‘Mouser oreredt oso 1307 esinstrna a a6 ‘Gam ta 9 fave ante autor sla, aguty mao vestments, na othr gin Esto em CH fron dupa hn acter rsnastor ang aceon ai Stary once lose hom aguty tho este a Fenech ges Care anger Br Sse tr nt oargo 7 opera sects ad Tans = Cantal Sanne a secure punand under sale agents eects bere ese) ral eet eagted te tae ton el ae haat wie abe Sepoate ‘Saag) her Feta alos Sega a fa nue though got ar oes an inser coat ais nes) bate "enralsrhns pense. tacts ld user esrchave arose bi osu vod toa) 24530 ‘es antnem barge (aia) a ‘pert Saee ag "ng sats lies, pest and egsive market ars or dare anc! rumen, rt ‘nn dear, bier at 324 5 a sah road yaa aT So con r cuts, Eup sed neomeres, a} Bnet at “ eon Seca aT oy ea ee ae opaymts ana oxtnguhmant of subarinate org-a0n Bet wy Bopoyrnes ana extngsshmant of wus retired securtis (3) {ou neresen ° Porta 9 ressuy share wipe ean Secale a Bott ‘eae Natehange n oneantaling ies a) Coengudendegns 230) Sa poe pan aang ce Fetotect of exetorgp ate Ganges on cash and a NESTE es Retiarsea osoasoy rath ard ca oganis 7 (Coon and een aquvatpte at Segenng of 20rd ‘en {Som ans cas oaunaions at eng aroaras BE 1.106 SS ey aaa wat TOTS = re se a 205 Sh atoe aoe TOT EIT Stare arin sonar depots wt bane (a had te depots of € 89,144 mln ao Seplriee 30,2013. ars a ae eR st a8 SE ee Sera 5 ean ono oman 3.47 aan ea Sem 208 Trae OEY mn aC Fran agPUBLIC EXHIBIT 7Public Exhibit 7 Question 9 Describe the existing operations of the applicant and its ultimate parent, if any, in the United States, including bank and non-bank subsidiaries, branches and agencies, commercial lending companies, and representative offices. Deutsche Bank is a bank holding company that is regulated by the Board of Governors of the Federal Reserve System (through the Federal Reserve Bank of New York) and subject to the provisions of the Bank Holding Company Act due to its ownership of Deutsche Bank Trust Corporation (‘DBT Corp.”)! DBT Corp. is Deutsche Bank’s top tier U.S. bank holding company, DBT Corp. directly owns two U.S. FDIC insured depository institutions, Deutsche Bank Trust Company Americas (“DBTCA”) and Deutsche Bank Trust Company Delaware (*DBTCD”). DBTCA is a New York state chartered insured depository institution that is a member of the Federal Reserve System and, as such, is regulated by the New York State Department of Financial Services (“NYSDFS”) and the Board, DBTCA has two branches in New York that are located at the following addresses: (i) 60 Wall Street, New York, New York and (ii) 345 Park ‘Avenue, New York, New York. It also has one branch in the Bahamas located at Shirley Street Claughton House, Nassau, Bahamas and a representative office in Chicago, Illinois. DBTCA performs the majority of its residential lending through Deutsche Bank Private Wealth Mortgage Ltd. (‘DBPWM”), a residential mortgage lender in which it owns a 100% voting and equity interest. DBPWM is licensed as a residential mortgage lender by the following state regulatory agencies: California, Connecticut, District of Columbia, Florida, Georgia, Illinois, Massachusetts, Maryland, Nevada, New Hampshire, New Mexico, West Virginia, and Washington. "Additionally, DBTCA holds an indirect 100% voting and equity interest in Bankers Intemational Corporation, an Edge Act Corporation established pursuant to the Board's Regulation K. DBTCD is a Delaware state chartered insured depository institution that is not a member of the Federal Reserve System and, as such, is regulated by the Delaware State Banking Commission and the FDIC. DBTCD has one branch that is located at 1011 Centre Road, Wilmington, Delaware. Deutsche Bank is also subject to the provisions of the BHC Act due to its operation of two NYSDFS licensed branches in the state of New York, both of which are regulated by the NYSDFS and the Board, Deutsche Bank's two New York branches are located at the following addresses: (i) 60 Wall Street, New York, New York and (ii) 345 Park Avenue, New York, New York, The Deutsche Bank New York branch located at 60 Wall Street, New York, New York is a member of the Federal Reserve System with access to the discount window. Deutsche Bank also indirectly owns a 100% voting and equity interest in two national trust companies, Deutsche Bank National Trust Company (“DBNTC”) and Deutsche Bank Trust * poutsche Bank is also provisionally registered with the U.S. Commodity Futures Trading Commission as a swap dealer.Company, National Association (~DBTCNA”). DBNTC’s main office is located at 2000 Avenue of the Stars, Los Angeles California, DBNTC has two additional branches located at the following addresses: (i) 3 Park Plaza, Irvine, California and (ji) 505 Montgomery Street, San Francisco, California. DBTCNA’s main office is located at 345 Park Avenue, New York, New York. Both DBNTC and DBTCNA are regulated by the Office of the Comptroller of the Currency. In addition to its banking charters/licenses and its national trust company charters, Deutsche Bank also indirectly owns a 100% voting and equity interest in two Securities and Exchange Commission licensed broker dealers, Deutsche Bank Securities Inc. (“DBSI”) and DWS Investments Distributors Inc. (“DIDI”). DBSI’s main office is located at 60 Wall Street, Ne’ York, New York. DIDI’s main office is located at 222 S. Riverside Plaza, Chicago, Illinois. Certain of Deutsche Bank’s other entities and affiliates, are also subject to regulation by the inancial Industry Regulatory Authority, National Futures Association, and/or Commodities Futures ‘Trading Commission. Other affiliates of Deutsche Bank are subject to various regulatory schemes within and outside of the United States.PUBLIC EXHIBIT 8Articles of Association of Deutsche Bank Aktiengesellschaft In conformity with the resolutions of the Chairman's Committee of the Supervisory Board on 30. April 2013, Deutsche Bank1 gt General Provisions ‘The stock corporation bears the name Deutsche Bank Aktiengesellschatt Its domiciled in Frankfurt am Main. §2 a) (2) §3 a) (2) §4 (1) (2) (3) The object of the enterprise is the transaction of banking business of every kind, the provision of financial and other services, and the promotion of international economic relations. The Company may realize this object itself or through subsidiaries and affiliated companies. To the extent permitted by law, the Company is entitled to transact all business and take all steps which appear likely to promote the object of the Company, in particular to acquire and dispose of real estate, to establish branches at home and abroad, to acquire, administer and dispose of participations in other enterprises, and to conclude enterprise agreements. The Company's notices shall be published in the electronic Federal Gazette (elektronischer Bundesanzeiger) Information to the owners of admitted securities may also be communicated by way of remote data transmission. Share Capital and Shares The share capital is € 2,609,919,078.40. It is divided into 1,019,499,640 no par value shares. The Company shall not obtain any lien pursuant to its General Business Conditions in respect of the shares it has issued except by special pledging agreements. The share capital is conditionally increased by up to € 230,400,000 through the issue of up to 90,000,000 new registered no par value shares. The conditional capital increase can only be carried out in so far as a) the holders of conversion rights or option rights that are linked with participatory notes or convertible bonds or bonds with warrants to be issued on oF before April 30, 2015, by the Company or its affliated companies make use of the conversion or option rights, or b) the holders with conversion obligations of convertible participatory notes or convertible bonds to be issued on or before April 30, 2015, by the Company or its affiliated companies fulfil their obligation to convert.(5) (6) (7) The new shares are entitled to a dividend from the beginning of the financial year in which they are created by exercise of conversion rights and/or option rights or by the fulfilment of conversion obligations. The Management Board is authorized to determine further details conceming the execution of the conditional capital increase. ‘The share capital is conditionally increased by up to € 230,400,000 through the issue of up to 90,000,000 new registered no par value shares. The conditional capital increase can only be carried out in so far as a) the holders of conversion rights or option rights that are linked with participatory notes or convertible bonds or bonds with warrants to be Issued on or before April 30, 2016, by the Company or its affiliated companies, based on the authorization granted to the Management Board by resolution of the General Meeting on May 26, 2011, make use of their conversion or option rights, or b) the holders with conversion obligations of convertible participatory notes or convertible bonds to be issued on or before April 30, 2016, by the Company or its affiliated companies, based on the authorization specified above, fulfil their obligation to convert. The new shares are entitled to @ dividend from the beginning of the financial year in which they are created by exercise of conversion rights and/or option Tights or by the fulfiment of conversion obligations. The Management Board is authorized to determine further details conceming the execution of the conditional capital increase. (remains vacant) ‘The Management Board is authorized to increase the share capital on or before April 30, 2016, once or more than once, by up to a total of € 230,400,000 through the issue of new shares against cash payment or contributions in kind. Shareholders are to be granted pre-emptive rights. However, the Management Board is authorized to except broken amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights in so far as is necessary to grant to the holders of option rights, convertible bonds and convertible participatory rights issued by the Company and its affiliated companies pre-emptive rights to new shares to the extent that they would be entitled to such rights after exercising their option or conversion rights. The Management Board is also authorized to exclude the pre-emptive rights if the capital increase against contributions in kind is carried out in order to acquire companies or shareholdings in companies, Management Board resolutions to utilize authorized capital and to exclude pre- ‘emplive rights require the Supervisory Board's approval. The new shares may also be taken up by certain banks specified by the Management Board with the obligation to offer them to the shareholders (indirect pre-emptive right). ‘The Management Board is authorized to increase the share capital on or before April 30, 2016, once or more than once, by up to a total of € 691,200,000 through the issue of new shares against cash payment. Shareholders are to be granted pre-emptive rights. However, the Management Board is authorized to ‘except broken amounts from shareholders’ pre-emptive rights and to exclude pre-emptive rights in so far as is necessary to grant to the holders of option(8) (2) 3) Tights, convertible bonds and convertible participatory rights issued by the ‘company and its affliated companies pre-emptive rights to new shares to the extent that they would be entitled to such rights after exercising their option or ‘conversion rights. Management Board resolutions to utilize authorized capital and to exclude pre-emptive rights require the Supervisory Board's approval. The new shares may also be taken up by certain banks specified by the Management Board with the obligation to offer them to the shareholders (indirect pre-emptive right) The share capital is conditionally increased by up to € 230,400,000 through the issue of up to 90,000,000 new registered no par value shares. The conditional capital increase can only be carried out in so far as a) the holders of conversion rights or option rights that are linked with participatory notes or convertible bonds or bonds with warrants to be issued on or before April 30, 2017, by the Company or its affliated companies, based on the authorization granted to the Management Board by resolution of the General Meeting on May 31, 2012, make use of their conversion or option rights, or b) the holders with conversion obligations of convertible participatory notes or convertible bonds to be issued on or before April 30, 2017, by the Company or its affiliated companies, based on the authorization specified above, fulfil their obligation to convert. The new shares are entitled to a dividend from the beginning of the financial year in which they are created by exercise of conversion rights and/or option fights or by the fulfiment of conversion obligations. The Management Board is authorized to determine further details conceming the execution of the conditional capital increase. The shares are registered shares. Shareholders must notify to the Company for registration In the share register in particular, where natural persons are concerned, their name, their address as well as their date of birth and, where legal persons are concerned, their style, their business address and their domicile, and in all cases the number of shares they hold. Electronic mail addresses and any changes to them should be added to facilitate communication If in the event of @ capital increase, the resolution on the increase does not provide that the new shares are to be made out to bearer or registered in a name, they shall be registered in a name. The form that shares and dividend and renewal coupons are to take shall be determined by the Management Board in agreement with the Supervisory Board. The same shall apply to bonds and interest coupons. Global certificates may be issued, The claim of shareholders to have their shares and any dividend and renewal coupons issued in individual certificate form is excluded unless such issue is required by the rules in force at a stock exchange where the-shares are listed§7 (1) (2) §8 ‘The Management Board ‘The Management Board shall consist of not less than three members. The Supervisory Board shall appoint the members of the Management Board and determine their number. The Supervisory Board may appoint deputy members of the Management Board, The Company shall be legally represented by two members of the Management, Board or by one member jointly with a holder of procuration [Prokurist} The deputy members of the Management Board shall rank equally with full members in respect of powers of representation. For the purpose of closer contact and business consultation with trade and industry, the Management Board may form regional Advisory Boards and Regional Advisory Councils, lay down rules of procedure for their business and establish the remuneration of their members. The Supervisory Board shall be informed once a year of any changes in the membership of the Advisory Boards and the Regional Advisory Councils. Nv. §9 a) (2) (3) The Supervisory Board The Supervisory Board shall consist of 20 members. They are elected for the period until conclusion of the General Meeting which adopts the resolutions concerning the ratification of acts of management for the fourth financial year following the beginning of the term of office. Here, the financial year in which the term of office begins is not taken into account. For the election of shareholder representatives, the General Meeting may establish that the terms of office of up to five members may begin or end on differing dates, In the election of shareholders’ representatives to the Supervisory Board and of any substitute members, the Chairman of the General Meeting shall be entitled to take @ vote on a list of election proposals submitted by management or shareholders. If substitute members are elected on a list, they shall replace shareholders’ representatives prematurely leaving the Supervisory Board in the order in which they were named, unless resolved otherwise at the vote. If a Supervisory Board member is elected to replace an outgoing member, the ew member's term of office shall run for the remainder of the outgoing member's term. In the event that a substitute member takes the place of an outgoing member, the substitute member's term of office shall expire — if a new vote to replace the outgoing member is taken at the first or second General Meeting after the vacancy arises — at the end of the said General Meeting, otherwise at the end of the outgoing member's residual term of office.(2) (3) 4) ‘Any member of the Supervisory Board may resign from office without being required to show cause subject to his giving one month's notice by written declaration addressed to the Management Board, Immediately following a General Meeting in which all members of the Supervisory Board to be elected by a General Meeting have been newiy elected, a meeting of the Supervisory Board shall take place, for which no special invitation is required. At this meeting, the Supervisory Board under the chairmanship of its oldest member in terms of age shall elect from among its members and for the duration of its term of office the Chairman of the Supervisory Board and his Deputy in accordance with § 27 of the German Co- determination Act [Mitbestimmungsgesetz]. In the event of the Chaitman of the Supervisory Board o his Deputy leaving before completion of his term of office, the Supervisory Board shall elect a substitute without delay, The Deputy of the Chairman of the Supervisory Board has the legal and statutory rights and duties of the Chairman only if the latter is unable to exercise them, This is without prejudice to § 29 (2) sentence 3 and § 31 (4) sentence 3 of the German Co-determination Act. Meetings of the Supervisory Board are convened by the Chairman or, if the latter is unable to do so, by his Deputy, whenever required by law or for business reasons, The Supervisory Board shall be deemed to constitute a quorum if the members have been invited in writing or by cable at their last given address and not less than half the total members which it is required to comprise take part in the voting in person or by written vote. The chair shall be taken by the Chairman of the Supervisory Board or his Deputy. The Chairman of the meeting shall decide the manner of voting. Resolutions may also be taken without a meeting being called, by way of written, cabled or telephoned or electronic votes, if so ruled by the Chairman of the Supervisory Board or his Deputy. This also applies to second polls pursuant to § 29 (2) sentence 1 and § 31 (4) sentence 1 of the German Co-determination Act Resolutions of the Supervisory Board are taken with the simple majority of the votes unless otherwise provided by law. If there is equality of votes, the Chairman shall have the casting vote pursuant to § 29 (2) and § 31 (4) of the German Co-determination Act; a second poll within the meaning of these provisions can be requested by any member of the Supervisory Board, If not all the members of the Supervisory Board are present to vote on a resolution and if absent members have not submitted written votes, the voting shall be postponed at the request of at least two members of the Supervisory Board who are present. In the event of such postponement, the new vote shall be taken at the next regular Supervisory Board meeting if no extraordinary meeting is called. At the new vote, a further minority call for postponement is not permitted.6) (2) § 13 (1) (2) 3) g14 (4) If the Chairman of the Supervisory Board is present at the meeting, or if a member of the Supervisory Board in attendance is in possession of his written vote, sub-paragraph 5 shall not apply if the same number of shareholders’ representatives and employees’ representatives are personally present or participate in the voting on the resolution by written vote, or if any inequality is balanced out by individual members of the Supervisory Board not participating in the voting The Supervisory Board may appoint a Presiding Committee and one or several other Committees from among its members; this is without prejudice to § 27 (3) of the German Co-determination Act. The functions and powers of the Committees and the relevant procedures to be adopted shall be determined by the Supervisory Board. To the extent permitted by law, decisive powers of the Supervisory Board may also be delegated to the Committees, For Committee resolutions, unless otherwise determined by mandatory legal regulations, § 11 (8) and (4) apply with the proviso that the casting vote of the Supervisory Board Chairman is replaced by that of the Committee Chairman; § 11 (6) and (6) do not apply, Declarations of intention on the part of the Supervisory Board and its Committees shall be made in the name of the Supervisory Board by the Chairman or his Deputy. The approval of the Supervisory Board is required for a) the granting of general powers of attomey; b) the acquisition and disposal of real estate in so far as the object involves, more than 1% of the Company's liable capital and reserves pursuant to the German Banking Act [Gesetz Ober das Kreditwesen}; ©) the granting of credits, including the acquisition of participations in other companies, for which approval of a credit institution's supervisory body is required under the German Banking Act; 4) the acquisition and disposal of other participations, in so far as the object involves more than 2% of the Company's liable capital and reserves pursuant to the German Banking Act. The Supervisory Board must be informed without delay of any acquisition or disposal of such participations involving more than 1% of the Company's liable capital and reserves. The approvals under sub-paragraphs 1 b) and d) are also required if the transaction concemed is carried out in a dependent company. The Supervisory Board may specify further transactions which require its approval, The members of the Supervisory Board receive for the first time for the 2007 financial year, in addition to reimbursement of their cash expenses and of tumover tax to be bome by them in connection with their work on the ‘Supervisory Board, a fixed remuneration payable upon exoiration of the financial year in the amount of € 60,000 for each individual member. For the financial year ended, they also receive a remuneration of € 100 each for each(2) (3) (4) (5) v. §15 € 0.01 in dividend distributed in excess of € 1.00 per share. The members of the Supervisory Board also receive annual remuneration linked to the Company's long-term profit in the amount of € 100 each for each € 0.01 by which the average earnings per share (diluted) reported for the Group in the Company's Financial Report in accordance with the accounting principles to be applied in each case on the basis of the net income figures for the three previous financial years exceed the amount of € 4.00. The Supervisory Board Chairman receives four times, his Deputy one and a half times the stated amounts, The amounts pursuant to sub-paragraph (1) sentences 1, 2 and 3 increase by 100% for each membership in a Committee of the Supervisory Board. For the Chair of a Committee, the rate of increment is 200%. Sentences 1 and 2 do not apply to the Committee formed pursuant to §27(3) of the German Co- determination Act, For the Chairman of the Supervisory Board, the remuneration for his entire work on the Supervisory Board amounts to a maximum of four times the total remuneration pursuant to sub-paragraph (1) sentences 1 to 3. In addition, the members of the Supervisory Board receive a meeting fee of € 1,000 for each meeting of the Supervisory Board and its Committees in which they take part ‘Changes in the Supervisory Board andlor its Committees will be taken into account in the remuneration in proportion to the term of office, with periods being rounded up to full months. In the interest of the Company, the members of the Supervisory Board will be included in any financial liability insurance policy held in an appropriate amount by the Company. The corresponding premiums will be paid by the Company. General Meeting The General Meeting called to adopt the resolutions concerning the ratification of acts of management of the Management Board and the Supervisory Board, the appropriation of profits, the appointment of the annual auditor and, as the case may be, the establishment of the annual financial statements (Ordinary General Meeting) shall be held within the first eight months of each financial year. §16 oO) (2) The General Meeting shall be called by the Management Board or the Supervisory Board to take place in Frankfurt am Main, Dusseldorf, or any other German city with over 500,000 inhabitants. The General Meeting must be convened, in so far as no shorter period is admissible by law, at least thirty days before the end of the day on which shareholders must register to take part; the day of convention and the last day of the period of notice (§ 17 (2) of the Articles of Association) are not counted here, ‘Shareholders who are entered in the share register and who register in time for the meeting are entitled to take part in the General Meeting and to exercise their voting rights.(3) (4) (5) 918 (1) (2) (2) The registration must be received by the Company at the address specified in the notice of convention in written or electronic form at least § days before the meeting. The day of receipt is not to be counted in this Details regarding registration and the issue of admission cards must be given in the invitation, The Management Board is authorized to make arrangements for shareholders to take part in the General Meeting without being present in person and without naming an authorized representative, and to exercise all or some of their rights fully or partially, using electronic communication. In this context, the Management Board is also authorized to establish regulations on the scope and procedures for the participation and exercising of rights in accordance with sentence 1, Any use of these procedures and the regulations established for them are to be announced when convening the General Meeting The Management Board is authorized to arrange for shareholders to submit their votes in writing or using electronic communication (absentee voting) without attending the General Meeting. The Management Board is also authorized to establish regulations on the procedure in accordance with sentence 1. Any use of these procedures and the regulations established for them are to be announced when convening the General Meeting Each no par value share carries one voting right. In the event of shares not having been fully paid up, the voting right shall commence, in accordance with § 134 (2) sentences 3 and 5 of the German Stock Corporation Act [Aktiengesetz], when the minimum contribution required by law has been paid The voting right can be exercised by an authorized representative (proxy). The issue of the power of attorney, its cancellation and proof of the proxy authorization vis-d-vis the Company are required in text form. This is without prejudice to § 135 of the German Stock Corporation Act. In the convocation of the General Meeting, a simplification may be specified, The Chairman of the Supervisory Board chairs the General Meeting. If he is unable to do so, the General Meeting is chaired by a Supervisory Board member elected by the majority of the shareholder representatives on the Supervisory Board. In the event that none of these persons takes the chair, the Chairman of the meeting shall be elected by the General Meeting under the direction of the oldest shareholder present. The Chairman directs the proceedings and determines the sequence of speakers and the sequence in which the items on the agenda are dealt with. In the course of the General Meeting he may determine appropriate restrictions on the speaking time, the time for putting questions and/or the total time available in general for speaking and putting questions or for individual speakers. The Management Board is authorized to determine whether and to what extent the General Meeting or parts of the General Meeting shall be transmitted via§ 20 ay (2) (3) vi 21 10 electronic media. The transmission may also take place in a form to which the public has unlimited access. The resolutions of the General Meeting are taken by a simple majority of votes, and, in so far as a majority of capital stock is required, by a simple majority of capital stock, except where law or the Arlicles of Association determine otherwise. The Chairman shall determine the form and further particulars of the voting. The voting result shall be obtained by ascertaining the "yes" and the "no” votes. The Chairman shall also determine the manner in which the votes are to be ascertained, for instance by deducting the "yes" or “no” votes and the abstentions from the overall number of votes to which the voters are entitled. The Supervisory Board shall be authorized to amend the Articles of Association in so far as such amendments merely relate to the wording Annual Statement of Accounts and Appropriation of Profits The financial year of the Company is the calendar year. § 22 (1) (2) § 23 a) (2) The Management Board shall, within the first three months of each financial year, prepare the annual financial statements (balance sheet, profit and loss account, notes) and the management report for the preceding financial year, and submit them to the auditor. The Supervisory Board shall submit its report to the Management Board within one month from the date of receipt of the statements which must be presented to it. If the report is not submitted within this period, the Management Board shall promptly specify an additional period of not more than one month for the Supervisory Board to submit its report. If the report is not made available to the Management Board prior to the expiration of such additional period of time, the annual financial statements shall be deemed not to have been approved by the Supervisory Board. The distributable profit shall be distributed among the shareholders unless the General Meeting determines otherwise. The General Meeting may resolve a non-cash distribution instead of or in addition to a cash dividend. In so far as the Company has issued participatory certificates and the respective conditions of participatory certificates grant the holders of the Participatory certificates a claim to distribution from the distributable proft, the Claim of the shareholders to this portion of the distributable profit is excluded (§ 58 (4) of the German Stock Corporation Act). The dividends due to the shareholders are always distributed in proportion to the contribution made on their share in share capital and in proportion to the time which has elapsed since the date fixed for contribution,"1 (4) In the event of new shares being issued, a different dividend entitlement may be established for such shares. Vil. Formation of Deutsche Bank AG $24 The Company was formed by the re-amalgamation of Norddeutsche Bank AG, Deutsche Bank AG West and Siddeutsche Bank AG, which had been disincorporated from Deutsche Bank in 1952 according to the Law on the Regional Scope of Credit Institutions [Gesetz Gber den Niederiassungsbereich von Kreditinstituten}vin, § 25 a) (2) @) 12 Contribution and Acquisition Provisions contained in the Disincorporation Agreement of September 27, 1952 Pursuant to §3 of the Big Bank Law [GroBbankengesetz], Deutsche Bank contributes to the successor institution, Suddeutsche Bank Aktiengesellschaft, its entire business previously transacted by Bayerische Creditbank, SUdwestbank in Stuttgart and Mannheim, Oberrheinische Bank, Warttembergische Vereinsbank, Hessische Bank and Rheinische Kreditbank in the Federal States [Lander] of Bayem, BadenWartemberg (now ‘Sdweststaat), Rheinland-Pfalz and Hessen. The contribution includes all assets and all iabilities acquired or created in the course of this business. The assets include in particular: a) all real estate and similar rights located in the Federal States of Bayern, Baden/Warttemberg (now Sidweststaat), Hessen and Rheinland-Pfalz, b) all mortgage rights (including pre-registrations) held for own account on real estate in the Federal States of Bayern, Baden/Wurttemberg (now ‘SUdweststaat), Hessen and Rheinland-Pfalz, ©) all claims and the related securities as well as all other rights and assets recorded in the previous institutions’ books as at December 31, 1951, 4) all rights arising from trusteeships, particularly from such as relate to bond issues where the borrower was domiciled, per December 31, 1951, in the Federal States of Bayem, Baden/Warttemberg (now Sidweststaal), Hessen or Rheinland-Pfalz, e) Deutsche Bank's equalization claims, allocated in accordance with § 8 of the 2nd Conversion Law Implementing Order [Durchfdhrungsverordnung zum Umstellungsgesetz], arising out of the contribution balance sheet per December 31, 1951. Should these equalization claims be subsequently increased or reduced pursuant to a correction of the conversion account, this amendment will be credited or debited to the successor institution in so far as this institution has acquired the respective asset or liability in the conversion account, The liabilities include in particular: a) all commitments recorded in the previous institutions’ books per December 31, 1951, b) all commitments resulting from the trusteeships mentioned under (2) d), ©) all foreign commitments resulting from § 6 (2) of the 35th Conversion Law Implementing Order, subject to the provision of § 7 (2) of the Big Bank Law, 4) all’ pension abilities towards entitled persons resident per December 31, 1951 in the Federal States of Bayern, Baden/Warttemberg (now Sddweststaat), Hessen or Rheiniand-Pfalz, subject to the provision that all expenses under this heading are to be shared between Siddeutsche Bank Aktiengeselischaft and its sister _ institutions, Norddeutsche Bank Aktiengesellschaft and Rheinisch-Westfalische Bank Aktiengesellschaft, according to the formula used so far, i.e. on the basis of staff expenditure in the respective year. This does not include retirements from the previous institutions after December 31, 1951, which must be borne by the institution concerned. Should the aforementioned pension liabilities be otherwise regulated following a change in the law in the Federal territory or in West Berlin or in the rest of Germany, the above regulation will cease to apply, with retroactive effect.@) 13 The contribution of assets and the acquisition of liabilities take place as at and with effect from January 1, 1952, subject to the provision that the contributed business of the previous institutions shall be deemed to have been transacted from the said date for the account of the new successor institution. The basis for the contributed assets and acquired liabilities is the balance sheet per December 31, 1951, appended to this document. The assets and liabilities shown in this balance sheet have been valued provisionally. The definitive contribution will be effected at the values established with legal validity in the balance sheet for tax Purposes drawn up for Deutsche Bank's business in the Federal territory per December 31, 1951. If, as a result of the values established - whether by an increase in assets or a decrease in liabilities - the value of the assets should rise, then the incremental value - less a reasonable deduction on the assets side for depreciation in the interim period - must be added to the successor institution's legal reserve. According to the balance sheet per December 31, 1951, the value of contributed assets less acquired liabilities amounts to a total of DM 56,195,000. Deutsche Bank guarantees that this value exists. As a set-off against this contribution, Suddeutsche Bank Aktiengeselischaft awards Deutsche Bank shares in the nominal amount of DM 39,996,000. Pursuant to § 8 and § 9 of the Big Bank Law, these shares will be transferred to the Bank deutscher Lander as trustee for the shareholders of Deutsche Bank.SECTION 607 FILING MATERIALSCOVER LETTER ‘TO: New Filing Section Division of Corporations Deutsche Bank AG ‘Name of corporation - must inelade sic SUBIECT: eat Sir or Madam: ‘The enclosed “Application by Foreign Corporation for Authorization to Transact Business in Florida,” “Certificate of Existence,” or “Certificate of Good Standing” and check are submitted to register the above referenced foreign corporation to transact business in Florida. Please return all correspondence concerning this matter tothe following: Jeffrey Herbert ‘Name of Porson Deutsche Bank AG FiewvCompany =. 60 Wall Street hiss New York, New York 10005 ‘GigiStae and Zip code marie.isaac@wolkersk Ell address (CoB used or fare annual report notification For futher information concerning this matter, please call: Bowman Brown __ 4 305__ 379-9107 Name oF aon Arca Gods & Dayle Telephone Naber STREPT/COURIER ADDRESS: MAILING ADDRESS: New Fling ection Now Fling Seton Division of Corporations Division of Corporations iton Baling Dox 27 661 Beco Center Cirle abe, FL 32014 ‘Tallahassee, PL 32301 Enclosed isa check forthe following amount: 11 $70.00 Filing Fee $78.75 Filing Fee & 0 $78.75 Filing Fee & — $87.50Filing Fee, Certificate of Status Certified Copy Cerificate of Status & Certified CopyAPPLICATION BY FOREIGN CORPORATION FOR AUTHORIZATION TO TRANSACT BUSINESS IN FLORIDA LN COMPLIANCE WITH SECTION 607.1503, FLORIDA STATUTES, TH FOLLOWING I SUBMITTED TO ‘REGISTER A FOREIGN CORPORATION TO TRANSACT BUSINESS INTHE STATEOF FLORIDA |, Deutsche Bank AG ‘Grier reo cerrado at is TNCORFORATED COMPANY,” "CORTORTION “they *C04"*Cony Ie" "0" oF °C) ‘Fac unabated, ener alienate corporal sane eloped Tr th poss of wnnaeing isis Th Flora) 2, Germany 3, NIA Ga eomin ein GTA Lop FT me er (Seepeig ek Haddin 8P0 und a ous wae efred f a 4, onthe German Commercial Register on 05/02/1957, 5, Perpetual {Da fico) “Danian Yor cap iowa naa AT «NA ‘Date Tie ansacied Gains lori, ipa ovegioraton (SER SECTIONS 607.1501 & 607.1502, PS to determine peal biliy) ,Taunusanlage 12, 60325 Frankfurt am Main, Germany ‘Fil oie sro) 5022 Gate Parkway, Jacksonville, Florida, 32256 Foreign Bank that has applied wo esablisn an inernatonal adminiszative offic in the Stat of a interna Florida and withthe approval of te Florida Office of Financial Regulation will engage 9, Name and soe address of Florida registered agent: (P.O. Box NOT acceptable) ame: CT CORPORATION SYSTEM oftice address: 1200 S. Pine Island Road Plantation « Porida 33324 Cay Cin eoie) 10, Registered agent's nccoptance: Having been named as registered agent and to accept service of proces for the above ste! corporation at te place “designated in this applictton, {hereby accept the appolntment as registred agent and agree fo act his capacity. T {further agree to comply with the provisos ofall statutes relative ta the proper and complete performance of my dite, and 1am familar with and accept the obligations of my position as registered agent Ange! Nunez 11, Attached is estiffente of exlstonce duly authenticated, not more than 90 days prior to delivery of tis applestion to the Depertment of State, by the Seeelary af State or ther offi! having custody of comport records in the jorisdetion tnder the Inw of which I is incorporated.12, Names and business addresses of officers and/or directors: A. DIRECTORS, Chiemon: Attachment Adress: Vice Charman: ‘Adress: Diretor: Dire: B, OFFICERS sides Attachment ‘Address: ‘Vice President Ares: the application listing addhional oficers and/or directors. Signature of Diroctor or Officer ‘The officer or diector signing ths document (and whois listed in number 12 above) afin thet tho facts sated hesin axe ruc and that he or sho is avare that fs fafomation submited Ina document othe Department of Sat constities third degree felony as provided for in s.817.1S5, P.S. 4 Micune Deexct slawacine Viecerod. ‘Typed or printed name and capacity of person signing applicator)Board of Directors (Members of the Deutsche Bank AG Supervisory Board) Dr. Paul Achleitner, Chairman Taunusanlage 12 60262 Frankurt am Main, Germany Alfred Herling, Deputy Chairman Taunusanlage 12 60262 Frankurt am Main, Germany Frank Bsirske ‘Taunusanlage 12 60262 Frankurt am Main, Germany John Cryan ‘Taunusanlage 12 60262 Frankurt am Main, Germany Katherine Garrett-Cox ‘Taunusanlage 12 60262 Frankurt am Main, Germany ‘Timo Heider ‘Taunusanlage 12 60262 Frankurt am Main, Germany Sabine Irrgang Taunusanlage 12 60262 Frankurt am Main, Germany Dr. Henning Kagermann ‘Taunusanlage 12 60262 Frankurt am Main, Germany Martina Klee ‘Taunusanlage 12 60262 Frankurt am Main, Germany Suzanne Labarge Taunusanlage 12 60262 Frankurt am Main, Germany Peter Loscher Taunusanlage 12 60262 Frankurt am Main, Germany Henriette Mark Taunusanlage 12 60262 Frankurt am Main, GermanyGabriele Platscher Taunusanlage 12 (60262 Frankurt am Main, Germany Bernd Rose ‘Taunusanlage 12 (60262 Frankurt am Main, Germany Rudolf Szukalski ‘Taunusanlage 12 (60262 Frankurt am Main, Germany Dr. Johannes Teyssen ‘Taunusanlage 12 (60262 Frankurt am Main, Germany Georg F. Thoma ‘Taunusanlage 12 (60262 Frankurt am Main, Germany ‘Tilman Todenhofer ‘Taunusanlage 12 (60262 Frankurt am Main, Germany Dr. Klaus Rudiger Trutzschler ‘Taunusanlage 12 (60262 Frankurt am Main, Germany Executive Officers (Members of the Deutsche Bank AG Management Board) Jurgen Fitschen, Co-Chairman “Taunusanlage 12 (60262 Frankurt am Main, Germany Anshu Jain, Co-Chairman ‘Taunusanlage 12 (60262 Frankurt am Main, Germany Stefan Krause, Chief Financial Officer ‘Taunusanlage 12 60262 Frankurt am Main, Germany Henry Ritchotte, Chief Operating Officer Winchester House 1 Great Winchester Street London, United KingdomStuart Lewis, Chief Risk Officer Winchester House 1 Great Winchester Street London, United Kingdom Stephan Leithner, Chief Executive Officer Europe (except Germany and UK), Human Resources, Legal & Compliance, Government & Regulatory Affairs ‘Taunusanlage 12 (60262 Frankurt am Main, Germany Rainer Neske, Global Head of Private Business and Clients ‘Taunusanlage 12 60262 Frankurt am Main, Germany Other Officers Michael Drexler Managing Director Head of Deutsche Bank Florida 5022 Gate Parkway Jacksonville, Florida 32256 Michael lannella Director COO of Deutsche Bank Florida 5022 Gate Parkway Jacksonville, FL. 32256