Deutsche Bank : Counterproposals and election proposals (as of April 29, 2024)

Deutsche Bank

Annual General Meeting 2024

Counterproposals from shareholders

Status 29.04.2024

Deutsche Bank

Annual General Meeting 2024

The properly submitted counterproposals from shareholders are presented below.

The counterproposals are the authors' views as notified to us. Also, we have published assertions of fact without changing or verifying them.

The counterproposals and election proposals from shareholders currently submitted to us within the deadline stipulated in §§ 126 (1), 127 Stock Corporation Act are presented below.

We designate with capital letters those counterproposals and election proposals that require a separate resolution. If you wish to support or reject such proposals, please cast your vote next to the respective proposal on the 'form for registration as well as absentee voting, proxy authorization and instructions' or on the shareholder portal. Please ensure that you tick the appropriate box under the respective item on the agenda to indicate how you would like to vote so that your vote is counted even if the counterproposal or election proposal is not voted on at the General Meeting.

The other counterproposals, which merely reject proposals made by the management, are not designated with capital letters.

The proposals and reasons are the authors' views as notified to us. Also, we have published assertions of fact without changing or verifying them.

Deutsche Bank

Annual General Meeting 2024

Counterproposals

Shareholder Herbert Zorn

Dear Sir/Madam,

To the members of the Management Board of Deutsche Bank Aktiengesellschaft:

I hereby duly submit the following counterproposals to the agenda for the Annual General Meeting on May 16, 2024 in accordance with sections 126 (1) and (4), 127, 130a (5) sentence 3, 118a (1) sentence 2 no. 3 of the German Stock Corporation Act.

A

Re Agenda Item 2:

With distributable profit amounting to €3,457,602,207.65, the payment of a dividend of €0.45 per share is too little.

I propose that a dividend of at least €1.20per share eligible for the payment of a dividend be paid.

Reasons re Agenda Item 2:

An appropriate amount of the distributable profit must be made available to the shareholders!

With profit per share amounting to €2.07, this corresponds to a return of approximately 16.7%.

The proposed dividend of €0.45 translates to a small dividend yield of only 3.64%!

It should be possible to pay out a distribution of at least 10% of the return to loyal shareholders, with more than €1,063,960,296 still remaining for provisions and carryforwards.

Under capable management in 2024, this should be sufficient, especially at a bank.

Moreover, dividends have amounted to 0.00% at least three times since 2015, and in the other years only small dividends were proposed.

The "Deutsche Bank" share price is also still very far off from its one-time high of more than €80 (or at least the "meridian" of approximately €50)!

Deutsche Bank

Annual General Meeting 2024

Even in light of the high remuneration for the many members of the Management Board (11 people!!) and for the even larger number of Supervisory Board members (27 people!!) an appropriate participation of the shareholders in the net retained profits is justified!

Re Agenda Item 3: I propose that the acts of management of the members of the Management Board are notto be ratified for the 2023 financial year.

Re Agenda Item 4: I propose that the acts of management of the members of the Supervisory Board are notto be ratified for the 2023 financial year.

Reasons re Agenda Items 3 and 4:

Despite the large number of members on the Management Board and the even larger number of members of the Supervisory Board, nosignificant improvement has been made in the share price since 2016.

To date, the Management Board and Supervisory Board have failed to actively improve the share price! The reasons re Agenda Item 2 also underscore the need to refuse to ratify the actions of the Management Board and the Supervisory Board.

I propose that these and other counterproposals be accepted and put to a vote by the Annual General Meeting on May 16, 2024.

Many thanks!

Yours faithfully,

Herbert Zorn