Deutsche Bank AG: publication of capital market information
The share buyback approved by the European Central Bank and decided by the Management Board of Deutsche Bank Aktiengesellschaft (DB AG) on January 26 and March 1, 2022 and announced in the ad hoc press release dated January 26, 2022 (the share buyback) will begin on March 14, 2022 and will end no later than April 27, 2022 (subject to regulatory approval remaining in place). As part of the share buyback, shares of DB AG (ISIN: DE0005140008) with a maximum value of 300 million euros (excluding ancillary purchase costs) will be purchased. The purpose of the share buyback is to reduce the share capital of DB AG and therefore the shares purchased under the share buyback will be cancelled. The management board makes use of the authorization granted by the general meeting (AGM) of DB AG of May 27, 2021 to acquire own shares in accordance with Article 71(1) no. 8 of the German Stock Companies Act (Aktiengesetz), which allows the acquisition of a maximum of 10% of the share capital until April 30, 2026. Therefore, the maximum number of shares that can be purchased is 171 million shares, ie the number of shares DB AG is still authorized to buy back with the authorization of the general meeting.
The redemption of shares will be carried out by a financial services provider (Broker) mandated by DB AG who will follow a “programmed redemption program” within the meaning of art. 4(2) lit. a) of Delegated Regulation (EU) No 2016/1052 (the DRO) and resell the purchased shares to DB AG. The right of DB AG to terminate and reassign the broker’s mandate remains unaffected and the redemption of shares can be stopped, interrupted and continued at any time in accordance with the applicable legal requirements.
No purchases will be made in the United States.
The purchase will be executed as favorably as possible in an interest-protecting manner and on the electronic trading platform of the Frankfurt Stock Exchange (Xetra) and in accordance with the provisions of the AGM authorization. Consequently, the exchange value for the purchase of shares (excluding incidental purchase costs) via a stock exchange may not be more than 10% higher or more than 20% lower than the average share prices (closing price of the DB AG share in Xetra and/or in a successor system comparable to the Frankfurt Stock Exchange) during the last three trading days preceding the purchase obligation.
Furthermore, the broker is obliged to comply with the applicable legal requirements and, in particular, with the trading conditions in accordance with Art. 3 DRO, as well as with all other relevant provisions. In accordance with art. 3 DRO, inter alia, shares of DB AG may not be purchased at a price higher than the price of the last independent transaction or higher than the price of the last highest independent offer on the trading venue on which the purchase takes place. The higher of the two values is decisive. Furthermore, no more than 25% of the average daily turnover of the shares on the stock exchange on which the respective purchase is made can be acquired in a single day. Average stock turnover is derived from the average daily trading volume for the 20 trading days prior to the specific purchase date.
Purchases will be disclosed in a manner consistent with the requirements of s. 2(3) DRO no later than the end of the seventh trading day after their execution. In addition, DB AG will publish the transactions on its website at https://investor-relations.db.com/share/share-information/share-buybacks/capital-distribution?language_id=1 and ensure that the information remains available to the public for at least five years from the day of the announcement.
Irrespective of the share buyback, DB AG has the possibility to buy its own shares and derivatives on its own shares and to sell its own shares, among other things, to issue staff shares to employees and retirees of DB AG and of its affiliated companies or to use them to serve option rights on shares of DB AG and/or rights or duties to purchase shares of DB AG granted to employees or members of the executive management bodies or non-executives of DB AG and related companies. In doing so, DB AG complies with the provisions of the authorization granted by the AGM of DB AG of May 27, 2021.
+49 800 910-8000 (Frankfurt)
Telephone: +49 69 910 38079
Email: [email protected]
Telephone: +49 69 910 41864
Email: [email protected]
About Deutsche Bank
Deutsche Bank provides retail and private banking, corporate and transaction banking, lending, asset and wealth management products and services as well as investment banking services targeted to individuals, small and medium-sized enterprises, corporations, governments and institutional investors. Deutsche Bank is Germany’s leading bank with strong European roots and a global network.
This press release contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about our beliefs and expectations and the assumptions underlying them. These statements are based on plans, estimates and projections as currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and we undertake no obligation to publicly update any of them in light of new information or future events.
By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement.
These factors include conditions in the financial markets in Germany, Europe, the United States and elsewhere from which we derive a substantial portion of our revenues and in which we hold a substantial portion of our assets, changes in asset prices and markets volatility, potential borrower or commercial counterparty defaults, the implementation of our strategic initiatives, the reliability of our risk management policies, procedures and methods, and other risks referenced in our filings with the United States Securities and Exchange Commission. These factors are described in detail in our most recent SEC 20-F form under the heading “Risk Factors”. Copies of this document are readily available upon request or can be downloaded from www.db.com/ir.