Hermes, VIP, 27 Funds File Proposal to Disapprove Deutsche Bank’s Supervisory Board (request for support)

[Posted by request of Hans-Martin Buhlmann, CEO of VIP]

Our firm VIP, a German shareholder advisory group, filed a shareholder counterproposal regarding agenda item 4 of the Deutsche Bank annual general meeting on 31st May: [Against] Approval of the discharge of the supervisory board.

The Financial Times reported about our counterproposal on 24 April 2012:

By way of background, in the German two-tier board system, the supervisory board is composed of non-executive directors. Its main functions are to appoint/remove management board members, including the CEO, and control and advise the management board. The supervisory board is also responsible for the remuneration of management board members. The annual vote on the discharge of the supervisory board (also referred to as ratification of the acts of the supervisory board) effectively gives shareholders an opportunity to express their opinion about the

performance of its members in the last fiscal year and express continued confidence (or otherwise) in them. As such, the vote on the discharge is a mechanism to hold the supervisory board to account for its performance and request change if necessary.

Since there have rarely been so strong concerns about the work of non-executive directors in a major German company, we ask shareholders to vote against the discharge of the members of the supervisory board for their

performance in 2011. The main reasons to vote against the approval of the discharge can be summarised as follows:

1. Deficiencies in the succession planning for Deutsche Bank executives, including apparent breaches of the duty of confidentiality
2. Failure to change the chairman and CEO on the same day
3. Failure to take account of significant investor concerns about management board remuneration
4. Insufficient alignment of the company culture and strategy with the principle of sustainability

The vote on the discharge of the supervisory board of Deutsche Bank is very significant for the development of corporate governance in Germany. A strong vote against the discharge of the non-executives at Deutsche Bank willmake it clear to all current and future supervisory board members in Germany that shareholders expect them to meet certain performance standards. It will also send a strong signal to Deutsche Bank, give the incoming chair a mandate for change, which we believe should involve an external evaluation of the composition and work of the supervisory board, further personnel refreshment and most importantly better integration of sustainability into the bank's culture and strategy going forward.

You can find the full text of our counterproposal in VIPsight.EU

I hope this information is helpful. We are considering a joint shareholder statement at the AGM on 31 May.

Let me know please if you would be interested being represented in this meeting by VIP, getting report and vote-execution-receipt in your own form (free of charge, in this particular case).

Please do get in contact if you would like to discuss this shareholder counterproposal.

Best regards

Hans-Martin Buhlmann, CEO

VIP (Vereinigung Institutionelle Privatanleger) eV
association of institutional shareholders
association des actionnaires institutionnels
t h e e u r o p e a n p r o x y a g e n t
Rathausplatz 3 * D 51766 Engelskirchen
Kuthstr 37 a * D 51107 Koeln
fon +49 221 297586 1
fax +49 221 297586 4
mob +49 179 50 15 062
Bonn VR 7617

(posted upon request)

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