diff --git "a/Germany/15.Deutsche Börse_$41.91 B_Financial Service/2021/results.txt" "b/Germany/15.Deutsche Börse_$41.91 B_Financial Service/2021/results.txt" new file mode 100644--- /dev/null +++ "b/Germany/15.Deutsche Börse_$41.91 B_Financial Service/2021/results.txt" @@ -0,0 +1,22236 @@ +152.63 1,790.020 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards | The Executive Board +Management report +Financial statements and notes +Remuneration Report +Further information +The Executive Board +<3 +Theodor Weimer, *1959 +Dr. rer. pol. +Wiesbaden +Nationality: German +Chief Executive Officer, +Deutsche Börse AG +Christoph Böhm, *1966 +Dr.-Ing. +4 +Hamburg +Member of the Executive Board +and Chief Information Officer/Chief +Operating Officer, +Deutsche Börse AG +Thomas Book, *1971 +Dr. rer. pol. +Kronberg im Taunus +Nationality: German +Member of the Executive Board, +Deutsche Börse AG, +responsible for Trading & Clearing +Heike Eckert, *1968 +Graduate degree in Economics +(Diplom-Volkswirtin) +Oberursel +Nationality: German +Member of the Executive Board, +Deutsche Börse AG, +Nationality: German +Chief Executive Officer +Theodor Weimer +theder wein +325 Auditor's Report +327 Acknowledgements/contact/ +registered trademarks +328 Financial calendar +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards | Letter from the CEO +Management report +Financial statements and notes +Remuneration Report +Further information +Frankfurt/Main, 11 March 2022 +<3 +Dear shareholders, +ladies and gentlemen, +There was often a thin line between hope and disappointment last year. On the one hand, the +economy recovered from the impact of the COVID-19 restrictions faster than many people had +expected. But the fourth wave of the pandemic put paid to hopes that the crisis would be over +soon. And central banks stuck to their policies of low interest rates, despite increasing inflation. +Deutsche Börse also went through an eventful year. To come straight to the point: we reported very +good results, although external conditions were difficult. Demand for our products and services +had reached record heights in 2020, so the bar for 2021 was particularly high. And in 2021 the +market environment did not work in our favour. Lower market volatility than in the previous year +meant our trading segments were faced with strong cyclical headwinds. But in spite of these head- +winds we achieved our growth and profitability targets. +That is further proof of how strong our diversified business model is. We were particularly pleased +by the contribution last year from those components of growth that are not subject to the ebbs and +flows of markets, with secular growth amounting to 6 per cent, principally thanks to our Investment +Fund Services, the rating provider ISS and commodities trading at EEX. +Inorganic growth of 7 per cent was also high. Here the most important factor was the acquisition of +ISS that we completed in February 2021. The purchase expanded the strategic range of our products +and services. At the same time, it made us a leading provider of ESG data. And in addition to the +growth itself, our move towards more data and ESG has a welcome side-effect: the share of our +recurring income is rising continuously and now comes to 55 per cent. This makes us more indepen- +dent of the day-to-day market fluctuations. +Yours, +My thanks go to you, our shareholders, for your confidence in these eventful times. And I am pleased +to be able to propose another increase in your dividend at the Annual General Meeting for 2021: up +by 7 per cent to €3.20 per share. This gives us leeway to continue increasing the long-term value +of your company by means of investments, mergers and acquisitions. By doing so, we are laying the +foundations for the further growth of your Deutsche Börse. Thank you for your loyalty. +Our sustainable finance products are also turning into a real growth business. Products and services +related to environmental, social and governance aspects - ESG for short - accounted for some 7 per +cent of our revenue in 2021. ISS plays a big part in this. In the years ahead, the aim will be to embed +the ESG capabilities of ISS across our entire value chain and product portfolio. This is already reflected +in our corporate reporting: sustainability is an important guiding principle in this Annual Report. And +as you will see, we use non-financial indicators as well as financial ones in our management and +control logic. +So what comes next? To start with, we will continue to implement our Compass 2023 strategy +consistently. And we expect that our cyclical operating environment will continue to improve. That +should turn the headwinds into tailwinds for us. We are also planning a new structure for Clearstream +by year-end in order to reinforce our growth momentum. We will be carving the „Fund Services" out +of Clearstream, so that it can concentrate on its „Securities Services". This will create two largely +independent units, with corresponding new development opportunities, also for partnerships and +M&A activities. +The decisive contribution comes from our motivated and highly committed teams all around the world. +Our employees put in an excellent performance in another year dominated by COVID-19. I would like +to take this opportunity to express my particular thanks to them. +<3 +responsible for HR (Director of +Labour Relations) & Compliance +Further information +Financial statements and notes +Executive and Supervisory Boards | Letter from the CEO +Management report +Deutsche Börse Group | Annual report 2021 +3 +As a result, we achieved our targets for 2021 in terms of both net revenue and EBITDA, with €3.5 +billion in net revenue and EBITDA of €2.0 billion. Our net revenue has therefore grown by an average +of 9 per cent and EBITDA by 10 per cent since 2019. So we are well on track to meeting the growth +targets defined in our Compass 2023 strategy of 10 per cent for net revenue and EBITDA, respectively, +by the end of next year. +The full takeover of Clearstream Fund Centre also contributed to growth, as well as creating significant +revenue synergies. We also completed our acquisition of the Swiss company Crypto Finance AG, which +further improves our position in the blockchain and crypto token space. Together with the introduc- +tion of G7, our next-generation post-trading platform, this means we set the pace for the technological +transformation of capital markets. Which is how we safeguard the future of Deutsche Börse. +Remuneration Report +Stephan Leithner, *1966 +Dr. oec. HSG +Bad Soden am Taunus +Board member since 16 May 2018 +Katrin Behrens, ¹) *1971 +Spokesperson of Trade Union, +Department Financial Services +ver.di, Saxony-Anhalt +Nationality: German +Board member +since 17 November 2021 +Karl-Heinz Flöther, *1952 +Independent Management +Consultant, Kronberg im Taunus +Nationality: German +Board member since 16 May 2012 +Andreas Gottschling, *1967 +Nationality: German +Board member since 1 July 2020 +Anja Greenwood, ¹) *1974 +Lawyer, Legal Department +European Energy Exchange AG, +Leipzig +Nationality: German +Board member +since 17 November 2021 +Susann Just-Marx, 1) *1988 +Head of Sales Clearing +European Energy Exchange AG, +Leipzig +Nationality: German +Board member +since 15 August 2018 +CEO 65 Equity Partners Temasek +Holdings, Singapore +Chong Lee Tan, *1962 +Nationality: German, US-American +Board member since 8 May 2019 +Clara-Christina Streit, *1968 +Independent Management +Consultant, Cologne +Charles G.T. Stonehill, *1958 +Green & Blue Advisors LLC, +Founding Partner, New York +Nationality: British, US-American +Board member since 8 May 2019 +since 17 November 2021 +Nationality: German +Board member +Peter Günther Sack, ¹) *1962 +Staff member in Transaction +Management +Board member since 19 May 2020 +Michael Rüdiger, *1964 +Independent Management +Consultant, Utting am Ammersee +Nationality: German +Board member since 16 May 2018 +Barbara Lambert, *1962 +Independent Management +Consultant, Givrins, Switzerland +Nationality: German, Swiss +Achim Karle,¹) *1973 +Staff member in Equity & +Index Sales EMEA +Deutsche Börse AG, +Frankfurt/Main +Nationality: German +Board member +since 28 August 2018 +Eurex Clearing AG, Frankfurt/Main +Nationality: German +278 Remuneration Report +Head of Legal and Legal Policy +ver.di federal administration, +Berlin +since 15 August 2018 +Nationality: Austrian +Member of the Executive Board, +Deutsche Börse AG, +responsible for Pre- & Post-Trading +Gregor Pottmeyer, *1962 +Graduate degree in +Business Administration +(Diplom-Kaufmann) +Bad Homburg v.d. Höhe +Nationality: German +Member of the Executive Board +and Chief Financial Officer, +Deutsche Börse AG +As at 31 December 2021 +(unless otherwise stated) +Detailed information about the members of the Executive Board and their appointments to supervisory +bodies of other companies or comparable control bodies, as well as their CVs can be found on the +internet under: +www.deutsche-boerse.com/execboard +5 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards | The Supervisory Board +Management report +Financial statements and notes +Board member +Nationality: German +Frankfurt/Main +Corporate & Regulatory Legal +Senior Expert, staff member in +In-House Legal Counsel +Nadine Absenger, ¹) *1975 +Markus Beck,¹) *1964 +Deputy Chairman +Nationality: German +Martin Jetter, *1959 +Chairman +<3 +The Supervisory Board +Further information +Remuneration Report +Board member since 24 May 2018 +Nationality: Singaporean +277 Remuneration report +Executive Board +153.65 1,790.160 +1,559.120 172.27 +1,5 +152.12 1,788.610 +1,567.550 172.11 +1,5 +1,562.130 170.48 +152.47 1,783.340 +542.578 1,708.910 +1,5 +1,573.510 169.88 +152.18 1,779.900 +1,565.570 +50 1.539.080 +1,5 +1,685.770 +1,677 40 +153.25 1,760.010 +1,573.370 166.10 +1,5 +153.33 1,752.510 +1,567.210 166.96 +1,698.990 +1,5 +1,542.510 169.67 +152.47 1,754.510 +430 +1,743.480 +1,5 +1,565.570 170.65 +151.25 1,684.060 +1,5 +1,582.500 172.19 +1,5 +1,754.510 +1,684.060 +1,684.620 +1,667.930 +1970 1.650.780 1.770.880 +A1542,520 1,773.150 +1.567.760 1,776.780 +1.576.870 1,780.970 +1,550.780 +1.584.740 1,790.020 +1,5 +1,542.520 +149.86 +1,572.210 1,790.160 +2010 1.573.830 1,788.610 +1,5 +1,567.760 +149.54 +1.5 +1,576.870 +151.61 +76.550 1,783.340 +082.500 1,779.900 +1.060 1,559.120 1,760.010 +1820 1.567.550 +2000 1,562.130 +13.370 +40 1,567.210 +1,576.550 170.95 +152.45 1,780.970 +1,5 +1752.510 +152.37 1,776.780 +1543.3601729.050 +1,573.830 168.71 +1,572.210 171.71 +153.39 1,773.150 +1,5 +152.38 1,770.880 +1,584.740 170.33 +1,5 +1,5 +1,5 +1,539.080 172.50 +152.22 1,684.620 +151 Consolidated balance sheet +153 Consolidated cash flow statement +155 Consolidated statement of changes +in equity +19 Combined +management report +20 What we achieved in 2021 +21 About this report +23 Deutsche Börse: Fundamental information +about the Group +27 ESG: Commitment and opportunity for +Deutsche Börse +28 How we add value +29 Our strategy and steering parameters +32 Our customers and markets +38 Our employees +45 Our economic situation +70 Our social environment +73 Risk management +110 Report on opportunities +Responsibility statement by the +267 +Other disclosures +240 +financial position +Notes on the consolidated income statement +Notes on the consolidated statement of +comprehensive income +187 +144 Takeover-related disclosures +(disclosures based on HGB) +137 Deutsche Börse AG +118 Corporate governance statement +117 Report on post-balance sheet date events +114 Report on expected developments +169 +268 Independent Auditor's Report +149 Consolidated income statement +150 Consolidated statement of +148 Consolidated financial +1.565.710 123.370 +1,5 +1,545.470 172.34 +150.43 1,667.930 +1,5 +Deutsche Börse Group +1521.430 171.38 +1,543.360 172.51 +1.565.710 173.33 +• 540 172.58 +150.60 1,708.910 +147.80 1,685.770 +1,5 +1,5 +149.69 1,677.740 +1,5 +151.55 1,698.990 +1,5 +Annual report +152.04 1,743.480 +1,5 +8 Report of the Supervisory Board +6 The Supervisory Board +5 The Executive Board +3 Letter from the CEO +3 Executive and +Supervisory Board +Contents +statements/notes +Annual report 2021 +1,724.380 +1,722.820 +69 +2021 +1,723.370 +152.85 1,729.050 +69 +Board member since 19 May 2021 +Deutsche Börse AG, +Daniel Vollstedt, ¹) *1976 +Cornelis Kruijssen (until 17 Nov 2021) +19 +11/11 +8/8 +100 +Barbara Lambert +23 +12/12 +11/11 +100 +Michael Rüdiger +25 +12/12 +13/13 +100 +Peter Sack (since 17 Nov 2021) +3 +1/1 +2/2 +100 +Carsten Schäfer (until 17 Nov 2021) +15 +11/11 +94 +4/4 +5/6 +18 +4/4 +100 +Andreas Gottschling +26 +12/12 +14/14 +100 +Anja Greenwood (since 17 Nov 2021) +3 +1/1 +2/2 +100 +Oliver Greie (from 19 May 2021 to 17 Nov 2021) +8 +5/5 +3/3 +100 +Susann Just-Marx +18 +12/12 +6/6 +100 +Achim Karle +12/12 +100 +Charles Stonehill +18 +99 +Average attendance rate¹ +1) Attending workshops is optional for Supervisory Board members. Workshop attendance is therefore not taken into account in the determination of the average +attendance rate. +Topics addressed during plenary meetings of the Supervisory Board +During the reporting period, we discussed the implementation of our Group strategy Compass 2023 in +detail. We advised the Executive Board on all relevant aspects of the strategy. At the end of the reporting +year, this also included conclusions at the half-way point of the strategy. For details on the growth +strategy, please refer to the "Our strategy and steering parameters" section in the combined management +report. +We also dealt with the new IT strategy 2023+. It was developed in line with the Group strategy +Compass 2023, supports its objectives and deliberately focuses on the requirements of the business +areas. In preparation, the Executive Board initially informed us about the starting point and the effects of +technological developments on the capital markets. A key element of the IT strategy 2023+ is the +ongoing development of IT in the business areas, in order to support the implementation of the business +objectives below the Group strategy. In addition, we discussed information security and the data centre +infrastructure. We were informed about the planned development of a global market for digital assets +that Deutsche Börse AG is driving forward along with the founding team of 360X and external partners. +9 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards | Report of the Supervisory Board +Management report +Financial statements and notes +Remuneration Report +Further information +<3 +Another core topic of our Supervisory Board work in the reporting year was the various external +acquisitions and equity investments to expand and strengthen our business. Following the majority +acquisition of ISS, Inc. at the start of the reporting year, this was mainly the majority acquisition of the +Swiss company Crypto Finance AG to expand our presence in digital assets and the acquisition of the +remaining stake in Clearstream Fund Centre AG, a leading European fund distribution platform, to +strengthen the Investment Funds Services business area. Deutsche Börse AG purchased the remaining +49 per cent of the shares in Clearstream Fund Centre from UBS AG. +An overarching element of our work was the discussion of different ESG aspects. The focus was on +Deutsche Börse Group's ESG strategy, including the initiatives that are a vital part of this strategy. They +include the ESG profile, the ESG product strategy and the ESG reporting. The latter includes an external +review of all the ESG disclosures in the management report, which is also of crucial importance for +measuring the ESG targets that play a key role in the new remuneration system for the Executive Board. +They account for 25 per cent of the long-term variable remuneration alone. We also discussed the +implementation of the statutory requirements for clear, comprehensible reporting on the Executive Board +remuneration for 2021. As a vital part of the Group's ESG governance, we also made sustainability an +additional topic for our Strategy Committee, which was renamed the Strategy and Sustainability +Committee. +Another key area of our Supervisory Board's work in the reporting period was the decisions taken on the +future composition of the Executive Board and the changes in the members of the Supervisory Board. +We again ensured continuity in the composition of the Executive Board in the reporting year. Gregor +Pottmeyer was reappointed as CFO until 30 September 2025. Please refer to the Personnel matters +section for details. +At the Annual General Meeting of Deutsche Börse AG held on 19 May 2021, which again had to be +held online due to the COVID-19 pandemic, all proposed shareholder representatives were newly elected +to the Supervisory Board. Chong Lee Tan succeeded Amy Yip, who was no longer a candidate for the +Supervisory Board. We prepared the election of shareholder representatives in detail in the plenary +session of the Supervisory Board and in the Nomination Committee. After the Annual General Meeting +the members of the Supervisory Board re-elected Martin Jetter as the Chair. The regular election of +employee representatives to the Supervisory Board was delayed due to COVID-19 and was completed on +17 November 2021. We then elected Markus Beck as Deputy Chair of the Supervisory Board before +new members were elected to the Supervisory Board committees. +In the year under review, we again had regular and intensive discussions concerning ongoing +proceedings by the Public Prosecutor's Office in Cologne regarding the conception and settlement +implementation of securities transactions by market participants over the dividend date (cum-ex +transactions). In the opinion of the Public Prosecutor's Office, these market participants used such +transactions to make unjustified tax refund claims. These investigations also involve current and former +employees of Deutsche Börse Group and executive board members of subsidiaries of Deutsche Börse +AG. In this context, the Supervisory Board also dealt with investigations into these cum-ex transactions +by the stock exchange regulator in the German state of Hesse. +Another important subject for the Supervisory Board was the litigation and legal proceedings involving +Clearstream Banking S.A. in the USA and Luxembourg in connection with Iranian clients and assets. +The efficiency, suitability and effectiveness of the internal control systems and the handling of findings +10 +10 +82 +5/5 +4/6 +11 +12/12 +6/6 +100 +Clara-Christina Streit +16 +12/12 +4/4 +100 +Chong Lee Tan (since 19 May 2021) +7 +6/6 +12/12 +1/1 +Gerd Tausendfreund (until 19 May 2021) +1) +6/6 +2/2 +100 +Daniel Vollstedt (since 17 Nov 2021) +2 +1/1 +1/1 +100 +Amy Yip (until 19 May 2021) +100 +16 +8 +100 +Carsten Schäfer,¹) *1967 +Expert, staff member IT Risk +Management +Deutsche Börse AG, +Frankfurt/Main +Nationality: German +Board member +until 17 November 2021 +Jutta Stuhlfauth,¹) *1961 +Deputy Chairwoman +Lawyer, M.B.A. (Wales) +Staff member in +Group Organisational Services +Deutsche Börse AG, +Frankfurt/Main +Nationality: German +Board member +until 17 November 2021 +Gerd Tausendfreund, ¹) *1957 +Trade union secretary in +the financial services department +ver.di Hesse region, Frankfurt/Main +Nationality: German +Board member until 19 May 2021 +Amy Yip, *1951 +Managing Partner +RAYS Capital Partners Limited, +Hong Kong +Nationality: Chinese (Hong Kong) +Board member until 19 May 2021 +As at 31 December 2021 +(unless otherwise stated) +Detailed information about the members of the Supervisory Board, their additional appointments to +supervisory bodies of other companies or comparable control bodies, as well as their CVs can be found +on the internet under +until 17 November 2021 +www.deutsche-boerse.com/supervboard +Board member +Frankfurt/Main +Karl-Heinz Flöther +Head of Infrastructure Service +Design & Support +Deutsche Börse AG, +Frankfurt/Main +Nationality: German +Board member +since 17 November 2021 +1) Employee representative +6 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards | The Supervisory Board +Management report +Financial statements and notes +Remuneration Report +Further information +<3 +Former members of +the Supervisory Board +Oliver Greie,¹) *1976 +Regional Director +ver.di Saxony, Saxony-Anhalt, +Thuringia +Board member +until 17 November 2021 +Cornelis Johannes Nicolaas +Kruijssen,¹) *1963 +Head of Touch Point +Deutsche Börse AG, +Nationality: Dutch +7 +Nationality: German +Executive and Supervisory Boards | Report of the Supervisory Board +Martin Jetter (Chair) +21 +12/12 +9/9 +100 +Markus Beck (Deputy Chair since 8 Dec 2021) +22 +12/12 +10/10 +100 +Jutta Stuhlfauth (Deputy Chair until 17 Dec 2021) +meetings +20 +95 +Nadine Absenger +17 +12/12 +5/5 +100 +Katrin Behrens (since 17 Nov 2021) +1 +1/1 +Deutsche Börse Group | Annual report 2021 +0/0 +11/11 +meetings +8/9 +at committee +Financial statements and notes +% +Remuneration Report +Further information +Report of the Supervisory Board +<3 +During the year under review, which was again dominated by the COVID-19 pandemic, Deutsche Börse +AG's Supervisory Board discussed the company's position and prospects in depth. We performed the +tasks assigned to us by law and the company's Articles of Association and bylaws. We have advised the +Executive Board regularly on its management of the company and monitored its work. We were involved +in all decisions of fundamental importance. +Management report +At our meetings, the Executive Board provided us with comprehensive and timely information in +accordance with the legal requirements. The high frequency of plenary and committee meetings and +workshops ensured an intensive exchange of information between the Supervisory Board and the +Executive Board. In addition, the CEO kept the Chair of the Supervisory Board continuously and regularly +informed of the current developments affecting the company's business, significant transactions, +upcoming decisions and the long-term outlook, and discussed these issues with him. +We held a total of twelve plenary meetings during 2021, including five extraordinary meetings and one +constitutive meeting. Five Supervisory Board workshops also took place on the subjects of technology +(March and June), strategy (April), compliance (June) and risk (September) as part of the regular +training and professional development measures for Supervisory Board members. All meetings and +workshops were carried out as planned despite the travel and social restrictions due to the COVID-19 +pandemic, thanks to strict hygiene measures. +The average attendance rate for all Supervisory Board members at the plenary and committee meetings +I was 99 per cent during the year under review. +The Supervisory Board members' detailed attendance record is as follows: +In the 2021 financial year, we advised on the implementation of the Group's Compass 2023 strategy +and the development of the new IT strategy 2023+. Environmental, social and governance (ESG) topics +were another focus of our work. We looked at the strategic significance of ESG for Deutsche Börse Group +and made ESG a formal element of our governance. ESG is also a core component of the new +remuneration system for the Executive Board, which was approved by a large majority at the Annual +General Meeting in 2021, and which we can now report on with the corresponding transparency. The +acquisition of Institutional Shareholder Services, Inc. (ISS), a leading global provider of ESG data, was +also completed at the start of the financial year. We were also regularly involved in an advisory capacity +in Deutsche Börse Group's other activities to buy and sell companies and parts thereof. The Executive +Board informed us on an ongoing basis about the impact of the COVID-19 pandemic on Deutsche Börse +Group. +8 +Attendance +Meetings +(plenary and +committees) +<3 +Attendance +at plenary +Further information +Attendance of Supervisory Board members at meetings in 2021 +Financial statements and notes +Executive and Supervisory Boards | Report of the Supervisory Board +Management report +Deutsche Börse Group | Annual report 2021 +Remuneration Report +Financial statements and notes +Remuneration Report +Further information +Management report | Risk management +<3 +Other business risks may arise from regulatory requirements and from the geopolitical or economic +environment. Examples include a crisis in the European currency union, the impact of negative interest +rates or a customs dispute with negative effects on trade. +Other regulatory risks exist in connection with the forthcoming revision of the directive and regulation on +markets in financial instruments (MiFID II/MiFIR). In terms of trading, the main risks for volumes at the +Eurex Exchange and our spot market would be if any competitive disadvantages caused trading activities +to move to alternative venues. The rules on non-discriminatory access to clearing and trading in +exchange-traded derivatives could also have an adverse effect on trading volumes and revenue if the +revision of the legislation does not abolish those rules, as the European Commission is currently +proposing. Finally, it should be noted that proposals at EU level for a consolidated data ticker, +particularly in combination with stricter regulation of pricing for market data, could result in business +risks for our market data business. +In terms of political tax discussions, the financial transaction tax (FTT) to which some European states +aspire represents a variable which could have an adverse effect on our business. The agreement on the +international reform of corporation tax agreed by the OECD/G20 excludes financial services from the +scope of Pillar 1 (partial restructuring of taxation rights). It remains to be seen whether there will be any +European efforts to introduce a digital tax or harmonise the taxation of financial services across the EU, +which could have an adverse effect on our business, depending on how they are structured. +Furthermore, we as a Group have an exposure to VAT risk following a letter from the German Federal +Ministry of Finance on 3 May 2021 on the VAT treatment of services by exchange operators. This put an +end to the standard tax practice that had been in place since the fully electronic trading systems were +introduced in the mid 1990s. According to the letter, all exchange-based and over-the-counter services +for securities trading in the cash market are to be invoiced without VAT from 1 July 2021. Since the +letter is also to be applied retroactively, there is a risk for years which have not yet been definitively +assessed that the tax authorities will reclassify services that were previously liable for VAT as VAT-free +and so deny the deduction of input VAT, whereby there would be no objection for transactions with +customers in Germany. +Deutsche Börse Group | Annual report 2021 +46 +Executive and Supervisory Boards +97 +In recent years, we took steps to reduce the direct risks associated with "Brexit" the departure of the +United Kingdom (UK) from the European Union (EU). They focused on customer access to the Group's +systems, on market access to the UK for our business units and on establishing an alternative pool of +liquidity within the EU 27 for clearing interest rate swaps denominated in euros. Despite this, it will be +necessary to keep a close eye on how the relationship evolves in future. These relations are expected to +have an impact on issues of general market access and on the development of the regulatory +frameworks in the respective markets. In the medium to long term, the latter could diverge and so +jeopardise market access or result in higher operating costs. It could also result in different competition +rules, which may lead to uncertainty, additional costs and lost revenue for our Group and for market +participants. +Executive and Supervisory Boards +At Group level we can also be exposed to liquidity risk in case of a customer default. If a clearing +member of Eurex Clearing AG defaults, its member position is liquidated. If a Clearstream customer +defaults, the secured and generally intraday - credit line granted to increase settlement efficiency +would be called, and the collateral provided by the client could then be liquidated. A decline in market +liquidity, following a market disruption, would increase the liquidity risk exposure at Group level. +Clearstream and Eurex Clearing AG use stress tests to calculate the daily liquidity that would be required +if their two biggest customers defaulted and report this monthly. They maintain sufficient liquidity to +cover the requirement. Potential risks that are identified in the course of stress tests are analysed and +corresponding risk-reduction measures initiated. Aggregated across all currencies, Eurex Clearing AG and +Clearstream always had sufficient liquidity to cover their actual liquidity needs in 2021. +96 +Executive and Supervisory Boards +Management report | Risk management +Deutsche Börse Group | Annual report 2021 +Management report | Risk management +Financial statements and notes +Remuneration Report +Further information +<3 +Risks from the use of financial instruments +Since the investment policy for both Clearstream and Eurex Clearing AG is conservative, derivative +financial instruments such as interest rate or currency swaps are used exclusively for hedging purposes +and therefore do not contribute to an increase in any financial risks. +Business risk +Business risk describes the unexpected residual loss that would occur if the earnings at risk exceed the +forecast net profit after tax, which can be due to the competitive environment (e.g. customer action, +investment loss, sector developments), macro-economic and geopolitical developments or strategic +management errors. Factors influencing this residual loss include lower revenue or higher costs than +originally planned. Business risk is reported when the value at risk is higher than the net profit planned +for the next four quarters. +The definition and modelling of business risk have changed since last year and no longer include a +complex scenario analysis. The new approach is based rather on using historical forecasts and actual +expenses and income, which makes the model more objective and easier to interpret. Modifying the +model did cause the relationships between different types of risk reported in the overall risk profile to +change, however, although the Group's actual risk profile did not in fact change materially compared +with the previous year. +Business risks are monitored permanently by the business units and no longer have to be backed by +capital as at the reporting date following the changes made to the internal model. Business risk may +result in revenue lagging budget projections or in costs being higher. +Business risk includes the risk that competitors, such as the exchanges Euronext, Singapore Exchange +(SGX), ICE Futures Europe and Mercado Español de Futuros Financieros (MEFF), as operators of +derivatives markets, might increase their market shares on the European trading markets (both on- and +off-exchange). +96 +Deutsche Börse Group | Annual report 2021 +Financial statements and notes +Financial statements and notes +Further information +99 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Risk management +Remuneration Report +Further information +99 +<3 +Responsible business operations imply adherence to laws and regulations; they are also based on the +principle of integrity and ethically irreproachable conduct at all times. We have a compliance +management system based on regulatory requirements, with the objectives of preventing misconduct +and avoiding liability and reputational risks for the Group, its legal representatives, executives and staff. +Beyond business-related compliance requirements, the focus is on strengthening a uniform compliance +culture throughout the Group, especially with a view to enhancing compliance awareness. The +compliance management system under the responsibility of, and promoted by, the Executive Board of +Deutsche Börse AG - therefore constitutes an indispensable element of good corporate governance with +respect to compliance. Such a system provides the foundation for sustainable risk transparency; +specifically, it facilitates risks in the areas of money laundering/terrorism financing, and other criminal +acts (fraud), data protection, corruption prevention, as well as market manipulation, conflicts of interest +and insider trading; it also monitors requirements concerning financial sanctions and embargoes. +- +The compliance management system applies to us and to the subsidiaries in Germany and abroad in +which we hold a majority interest. Our Group-wide approach to compliance is intended to ensure that +our Group companies respect applicable legislation and regulatory requirements. +The Chief Compliance Officers at the companies in the Group that are covered by bank regulations have +functional reporting lines to the Group Chief Compliance Officer. The same applies to the Chief +Compliance Officers of Qontigo, ECC/EEX and 360T. As a regulated entity under the Investment Advisors +Act, ISS has established a compliance function and appointed a Chief Compliance Officer in accordance +with legal requirements, although due to the business decision to report ISS at arm's length, there is +currently no functional reporting line to the Chief Compliance Officer of the Group. However, as part of +the implementation of the group-wide compliance approach, measures to implement compliance group +standards (so-called group minimum standards) in ISS have already been initiated. The Group Chief +Compliance Officer reports in turn directly to the Executive Board of Deutsche Börse AG. Compliance +reporting includes all relevant compliance risk areas within the mandate of the compliance function. +95 +We are continually developing our compliance management system in order to deal with rising +complexity and increasing regulatory requirements. Corresponding measures enable us to identify and +manage compliance risks. This applies particularly to money-laundering, financing of terrorism and other +criminal acts (fraud), data protection, corruption prevention market manipulation, interest conflicts and +insider trading as well as financial sanctions and embargoes. +Compliance – including measures against corruption and bribery +Remuneration Report +In the context of the current geopolitical events in Ukraine and the potential resulting economic policy +consequences, we have analysed as a Group which fundamental risks could have an impact on the +individual business areas. This concerns all risks for Group companies that have business relationships +with companies based in the affected countries (Ukraine, Russia), hold assets or have other connections +of both an economic and technical nature. Due to the low level of business relationships with the +affected countries and the resulting low number of potentially affected assets, it was determined at the +time of completion of this report that Deutsche Börse Group as a whole is only exposed to a low level of +direct economic risk. Indirect risks arising, e.g., from our customers' business activities in the countries +concerned, as well as medium- and long-term risks that may arise, e.g., from further economic +sanctions that are not yet foreseeable, are monitored on an ongoing basis and, if necessary, controlled +by means of further risk mitigation measures. +The Federal Financial Supervisory Authority (BaFin) regularly considers whether to classify Deutsche +Börse AG as a financial holding company. We are currently not classified as a financial holding +company. Any such classification could also affect our capital requirements. +<3 +In connection with the review of the Central Securities Depository Regulation (CDSR) there are also risks +for the business of Eurex Securities Transaction Services GmbH, particularly from further delays to the +conditions for the use of mandatory buy-in agents, which are linked to rules on settlement discipline. In +addition, there are a number of risks for the securities depositories in the Group, which may also entail +changes to their organisational structure. A review of the framework could also lead to restrictive practices +and so represent a risk to revenue. Finally, the Group's securities depositories could also be exposed to +revenue risk as a result of the work carried out by the contact group for the primary market at the European +Central Bank. +In its clearing business there are some risks for the Group concerning the final structure of the +framework for the recovery and resolution of central counterparties, as well as from the ongoing +development of global standards. The former relate particularly to the capital requirements of operators +of central counterparties and so could represent a revenue and cost risk for the Group. In addition, +further implementation of the European Market Infrastructure Regulation 2.2 (EMIR 2.2) on the work of +the European Commission and the ESMA Supervisory Committee for Central Counterparties could affect +the ongoing development of the Eurex clearing partnership programme for interest rate derivatives. +Further work on global standards and the European Market Infrastructure Regulation 2.1 (EMIR 2.1) +could also distort competition and so cause revenue to be lost by changing the incentives for market +participants in terms of central clearing, existing clearing mandates, requirements of regulatory approval +procedures or requirements of CCP models. +Other business risks exist in the medium term from legislative initiatives from the European Commission +on the Digital Finance Package. To encourage the use of distributed ledger technology (DLT) in financial +markets, the European Commission is proposing limited and experimental DLT pilot regimes to introduce +dedicated multilateral trading systems (known as multilateral trading facilities, MTF), but also "DLT SSS" +(settlement systems) as novel DLT market infrastructures. They would be admitted for trading securities +that are transferred via DLT, which are not recorded with a central depository but rather in a distributed +ledger of the same DLT MTF or DLT SSS. This potentially poses risks to existing business models in the +Group, to the extent that the proposed exceptions are established within the existing regulatory +framework. Part of the package to digitise the financial sector is also the Market in Crypto Assets +Regulation (MICA), which is intended to reduce risks for investors, ensure investor protection and +financial stability and enable innovative new business models based on crypto assets. +Another proposal by the European Commission, the Digital Operational Resilience Act (DORA), provides +for an EU-wide harmonisation of the requirements for the digital operational resilience of all financial +market participants in terms of information and communications technologies (ICT). The proposal also +includes a new prudential regime for third-party ICT providers and critical ICT services, including cloud +services. DORA creates a risk of increasing costs and growing complexity for the operation of the Group's +IT infrastructure and of demarcation from other directives affecting all industries that are also intended to +guarantee infrastructure security. Furthermore, the proposal could have an adverse impact on our multi- +cloud strategy by making it more difficult to use cloud services in the financial industry. +98 +Finally, it can be said that any further regulatory intervention that may take place in the context of the +future development of COVID-19 could have an impact on our revenue. +Deutsche Börse Group | Annual report 2021 +Management report | Risk management +Financial statements and notes +Remuneration Report +Further information +<3 +Similar risks could also arise from the implementation in Germany of the EU Directive on the Security of +Network and Information Systems (NIS Directive) or the current revision of the NIS Directive at the +European level. The provisions of the Second Act to Increase the Security of Information Systems (IT-SIG +2.0) must be considered as significant for the companies concerned. Alongside new standards and +specifications, new responsibilities, technical access rights and powers are defined for the Federal Office +for IT Security (BSI), and the Federal Ministry of the Interior, Building and Community (BMI) is given the +right to issue orders. The current situation is that the Group would be classified under the law as of +"particular public interest". Its trading systems would now be included within the scope of the +legislation, which could potentially entail new liability risks, obligations and additional costs. +In the field of ongoing environmental, social and governance (ESG) regulation there are also a number of +risks for our market data, derivatives and index business. They also include expected European and +national legislative initiatives to regulate ESG data and ratings providers. A strict and prescriptive +regulatory approach to environmental standards in the finance sector could also cause disruption in the +Group's traditional business areas and so raise questions in terms of market quality, market depth, +pricing and risk management. These business risks could be reinforced by the proposal announced for a +European directive on sustainable corporate governance, and so represent revenue risks. +Executive and Supervisory Boards +95 +■ Deutsche Börse AG has issued a letter of comfort in favour of Eurex Clearing AG. With this letter of +comfort, Deutsche Börse AG commits to provide Eurex Clearing AG with the funds required to meet its +obligations including the obligation to provide additional funds of up to €300 million, as mentioned +before. The maximum amount to be provided under the comfort letter amounts to €600 million, +including payments already made. Third parties are not entitled to any rights under the comfort letter. +Since Clearstream's investment strategy aims to be able to repay customer deposits at all times, maturity +limits are set carefully. In addition, extensive sources of financing are available at all times, such as +ongoing access to the liquidity facilities at Deutsche Bundesbank and Banque centrale du Luxembourg. +Finally, the remaining minimum regulatory equity of Eurex Clearing AG would be drawn upon. +■ Next, the portion of Eurex Clearing AG's equity which exceeds the minimum regulatory equity would be +realised. +■ After this, the relevant clearing member's contribution to the default fund would be used to cover the +open amount. Contributions ranged from €1 million to €342 million as of 31 December 2021. +Any remaining shortfall would initially be covered by a contribution to the default fund by Eurex +Clearing AG. Eurex Clearing AG's contribution amounted to €200 million as of 31 December 2021. +■ Only then would the other clearing members' contributions to the default fund be used proportionately. +As at 31 December 2021, aggregate default fund contribution requirements for all clearing members of +Eurex Clearing AG amounted to €6,130 million. After the contributions have been used in full, Eurex +Clearing AG can request additional contributions from each clearing member, which can be at most +twice as high as their original default fund contributions. In parallel to these additional contributions, +Eurex Clearing AG provides additional funds of up to €300 million, provided via a letter of comfort from +Deutsche Börse AG (see below). These additional funds will be used together with the additional +clearing member contributions, on a pro-rata basis. +" +■ Any potential shortfall that might be incurred in connection with such a closing or cash settlement, as +well as the associated costs, would be covered in the first instance by the collateral provided by the +clearing member concerned. As at 31 December 2021, collateral amounting to €74,371 million had +been provided for the benefit of Eurex Clearing AG (after haircuts). +transactions, or settle them in cash. Clients' segregation models would be taken into account +accordingly. +93 +- +In addition to the margins for current transactions, each clearing member contributes to a default fund, +with the contributions based on its individual risk profile. This fund is jointly liable for the financial +consequences of a default by a clearing member to the extent that this cannot be covered by the +member's individual margin, and its own and Eurex Clearing AG's contributions to the default fund. +Eurex Clearing AG uses daily stress tests to check whether its default fund is adequate enough to absorb +a default of its two largest clearing members. This involves subjecting all current transactions and their +collateral to market price fluctuations at a confidence level of at least 99.9 per cent. In order to be able +to determine potential losses in excess of a clearing member's individual margins, the impact on the +default fund of a potential default is simulated. Eurex Clearing AG has defined limits which, when +exceeded, trigger an immediate adjustment to the size of the default fund if necessary. The following +lines of defence are available in case a clearing member is unable to meet its obligations to Eurex +Clearing AG due to a delay in performance or a default: +<3 +Further information +Remuneration Report +Financial statements and notes +Management report | Risk management +■ First, Eurex Clearing AG may net the relevant clearing member's outstanding positions and transactions +and/or close them in terms of the risk involved – by entering into appropriate back-to-back +Executive and Supervisory Boards +93 +Executive and Supervisory Boards +We are guided by applicable regulatory law and regulatory requirements and the recommendations of +internationally acknowledged standards relating to material compliance risk areas. Based on these +standards, our compliance function identifies fields of action and measures to ensure the compliance +management system continues to meet the requirements as they evolve. +Remuneration Report +Management report | Risk management +Financial statements and notes +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +94 +The geopolitical situation, as well as supply and demand effects, caused significant increases in price +and volatility for many of the gas and power contracts cleared by European Commodity Clearing AG from +September 2021 onwards. The models used to calculate the initial margin reflect this higher pricing and +volatility. This resulted in a significant increase in initial margin to €39,203 million as at 31 December +2021. There were no defaults by clearing members or other material disruptions to operations. +Deutsche Börse Group | Annual report 2021 +European Commodity Clearing AG assumes the function of central counterparty in the Group for clearing +commodity contracts. As with Eurex Clearing AG, credit risks are managed by a multi-level system +according to the EMIR and the Group's risk management standards. The main element for mitigating +credit risk is highly liquid collateral, which is obtained from clearing members in the form of initial +margin and contributions to the default fund. Collateral is provided mainly in monetary form. +In the event of default by a clearing member, Eurex Clearing AG carries out a Default Management +Process (DMP), with the objective of closing out all positions assumed as a result of the default. Within +the scope of the DMP, any costs incurred in connection with such close-out are covered using collateral +from Eurex Clearing AG's lines of defence. Essentially, within the DMP framework, products which share +similar risk characteristics are assigned to liquidation groups that are liquidated using the same process. +Within a liquidation group, Eurex Clearing AG will balance its position by transferring defaulted positions +to other clearing members, either via an auction or by way of bilateral independent sales. Potential +claims against Eurex Clearing AG, arising from the settlement of positions assumed from the defaulted +clearing members, are covered by the collateral from the multiple lines of defence. Whenever necessary, +these collateral items are disposed of in the market by way of bilateral independent sales, in order to +cover the outstanding claims from settling the open positions. The DMP will therefore not only contribute +to the security and integrity of capital markets, but will also protect non-defaulted clearing members from +any negative effects resulting from the default. +<3 +Further information +Remuneration Report +Financial statements and notes +Management report | Risk management +In the past, the DMP of Eurex Clearing AG has been used four times, involving the defaults of Gontard & +MetallBank (2002), Lehman Brothers (2008), MF Global (2011), and Maple Bank (2016). In all of the +cases mentioned above, the funds pledged as collateral by the defaulted clearing member were sufficient +to cover losses incurred upon closing out positions - in fact, a significant portion of resources was +returned to the defaulted clearing member. +Deutsche Börse Group | Annual report 2021 +92 +92 +Credit risk can also arise from cash investments. The Treasury department is responsible and has Group- +wide authority. Treasury invests both our funds and those deposited with our subsidiaries by our +customers, mostly on a secured basis. We have never incurred a loss from these investment transactions +to date. +<3 +Further information +Remuneration Report +Financial statements and notes +Management report | Risk management +Clearstream and Eurex Clearing AG run stress tests to analyse scenarios, such as the default of their +largest client. The figures determined in this way are compared with the limits defined as part of the +companies' risk-bearing capacity. In addition, the impact of several clearing counterparties defaulting at +the same time is calculated for Eurex Clearing AG. Moreover, inverse stress tests are run to determine the +number of counterparties that would have to default for losses to exceed the risk cover amount. The +stress scenarios drawn up in the previous year were expanded in 2021, especially in view of the +ongoing coronavirus pandemic and the potential future defaults at banks. The results were analysed +continuously and included in the calculation of risk-bearing capacity. +Further information +Market risk +Market risk include risks of an adverse development of interest rates, exchange rates or other market +prices, as well as pension risks. We measure these risks using Monte Carlo simulations based on +historical price data, as well as corresponding stress tests. +Our subsidiaries Clearstream and Eurex Clearing AG invest parts of their equity in securities with the +highest credit quality. Part of these securities have a variable interest rate, interest rate risk is low. We +avoid open currency positions whenever possible. Furthermore, market risk could result from ring-fenced +pension plan assets for our employees (Contractual Trust Arrangement (CTA), Clearstream's pension fund +in Luxembourg). We reduced the risk of extreme losses by deciding to invest the bulk of the CTA on the +basis of a value preservation mechanism. +Pensions for our past and present employees are managed in a variety of pension funds. The pension +risk stems from changes in the main parameters: discount rate, salary growth, inflation and the life +expectancy of employees. Most of the risk comes from the effects of changes in the discount rate used to +calculate pension obligations and pension plan assets. +Liquidity risk +Liquidity risk arises if a Group company is potentially unable to meet its upcoming payment obligations +on time and in full or if it can only do so at a higher refinancing cost. Operating liquidity is mainly +covered internally, by retaining earnings. Our aim is to hold sufficient liquidity to be able to meet all our +obligations as they fall due. An intra-Group cash pool is used to pool surplus cash from our subsidiaries +with Deutsche Börse AG, as far as regulatory and legal provisions allow. Liquid funds are invested in the +short term in order to ensure that they are available. Short-term investments are also largely secured by +liquid bonds from first-class issuers. We have access to short-term external sources of financing, such as +agreed credit lines with individual commercial banks or consortia, and a commercial paper programme. +In recent years, we have used our access to the capital markets to issue corporate bonds in order to +meet our structural financing needs. +<3 +We generally track a variety of risk indicators in addition to our risk metrics REC, regulatory capital +requirements and the stress tests performed for credit risk. These include the extent to which individual +clients utilise their credit lines, and where credit is concentrated. +Reducing credit risk +Our subsidiaries assess the creditworthiness of potential customers or counterparties to an investment +before entering into a business relationship with them. We do this in the same way and determine the +credit lines for individual borrowers based on customer requirements and regular credit checks, which +our subsidiaries supplement with ad hoc analyses if necessary. Our subsidiaries define safety margins for +the collateral depending on the risk involved and review them continuously. +In addition, Eurex Clearing AG uses additional collateral to protect itself in the case of default by a +clearing member against any risk that the value of the positions in the member's account will deteriorate +in the period before the account is settled. This additional collateral is known as the initial margin. The +target confidence level here is at least 99.0 per cent (with a minimum two-day holding period) for +exchange-traded transactions, or 99.5 per cent (with a five-day holding period) for OTC transactions. +Every day, Eurex Clearing AG verifies whether the margins match the necessary confidence level. The +initial margin is currently calculated using both the risk-based margining method and the Eurex Clearing +Prisma method. The Eurex Clearing Prisma method is available for all traded derivatives contracts. In +contrast to the risk-based margining method, this method takes the clearing member's entire portfolio - +as well as historical and stress scenarios - into account when calculating margin requirements. The +objective is to cover market fluctuations for the entire liquidation period until the account is settled. In +contrast to the Eurex Clearing Prisma method the risk-based margining method only partially takes +portfolio effects into consideration when defining margin requirements. At present, it is still used for cash +market products, physical deliveries and repo transactions. +Margins are calculated separately for clearing member accounts and client accounts. Gains and losses +resulting from intraday changes to the value of financial instruments are either settled in cash by the +counterparties (variation margin) or deposited with Eurex Clearing AG as collateral by the seller due to +the change in the equivalent value of the item (premium margin). In the case of bond, repo or equity +transactions, the margin is collected from either the buyer or the seller (current liquidating margin), +depending on how the transaction price performs compared to the current value of the financial +instruments. The purpose of these margins is to offset gains and losses. +Eurex Clearing AG only permits securities with a high credit quality and liquidity to be used as securities +collateral for margin calls. Internal valuations and external ratings are used to determine the credit +quality. On the basis of these consolidated ratings, only securities that are classified as at least +investment grade are permitted. The minimum for bank bonds has been raised to at least "A-" due to the +potential wrong-way risks. Acceptance criteria are reviewed continuously. Market risk is also covered by +haircuts with a confidence level of at least 99.9 per cent. Hence, securities of issuers with lesser credit +quality are subject to higher haircuts than those applied to securities with higher credit quality. Eligible +collateral that no longer meets the high credit rating requirements at a later point in time (e.g. due to a +new consolidated rating) is excluded. Risk inputs are checked monthly and the haircuts recalculated +daily for each security. In addition, a minimum safety margin applies to all securities. +Each clearing member must prove that it has liable capital (or, in the case of funds, assets under +management) equal to at least the amounts that Eurex Clearing AG has defined for the different markets. +The amount of liable capital (or assets under management) for which evidence must be provided +depends on the risk. To mitigate Eurex Clearing AG's risk that clearing members might default before +settling open transactions, members are obliged to deposit collateral in the form of cash or securities +(margins) on a daily basis and, if required, to meet additional intraday margin calls. +<3 +Certainty for participants and the clearing house +Further information +Remuneration Report +Financial statements and notes +Management report | Risk management +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +91 +Given the size and volatility of its clients' liabilities, Eurex Clearing AG has developed a leading-edge +collateral management. This system is described in detail in the following section. +Investment losses on currencies for which Eurex Clearing AG has no access to the respective central +banks will be borne, on a pro-rata basis, by Eurex Clearing AG and by those clearing members active in +the currency where losses were incurred. The maximum amount which each clearing member will have +to contribute in this manner is the total amount such clearing member has pledged with Eurex +Clearing AG as cash collateral in this currency. The maximum amount to be borne by Eurex Clearing AG +is €50 million. +We reduce our risk when investing funds belonging to Group companies and client deposits by +distributing investments across multiple counterparties, all with a high credit quality, by defining +investment limits for each counterparty and by investing funds primarily in the short term and in +collateralised form if possible. Investment limits are established for each counterparty on the basis of at +least annual credit checks and using ad hoc analyses, as necessary. Since extending its licence as an +investment and credit institution under Kreditwesengesetz (German Banking Act), Eurex Clearing AG can +also use the permanent facilities at Deutsche Bundesbank; it is thus in a position to manage the majority +of client funds in a central bank environment. +Due to its role as a central counterparty, Eurex Clearing AG has strict liquidity guidelines and its +investment policy is correspondingly conservative. Regular analyses ensure the appropriateness of the +liquidity guidelines. In addition, Eurex Clearing AG can use Deutsche Bundesbank's permanent facilities. +100 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +In the medium to long term, the Clearstream Holding Group expects higher capital requirements at a +regulatory group level for the following reasons: +24.5 +28.2 +Nodal Clear, LLC +360 +209 +1.8 +2.3 +0.5 +1.1 +EEX Asia Pte. Limited +165 +179 +10.7 +11.5 +6.5 +6.4 +REGIS-TR S.A. +% +% +€m +31 Dec 2020 +31 Dec 2021 +31.5 +31 Dec 2020 +31.9 +130 +Remuneration Report +Financial statements and notes +Management report | Risk management +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +108 +The regulatory minimum requirements were complied with at all times by all companies during the +reporting period and in the period up to the preparation of the consolidated financial statements. +n/a +n/a +6.1 +n/a +The capital requirements of Clearstream Group as well of the subsidiaries Clearstream Banking AG and +Clearstream Banking S.A. decreased in the reporting period. There were changes in capital requirements +which are mainly related to operational risks, both at the single-entity and Group level. +Management) AG +2,033 +Crypto Finance (Asset +n/a +n/a +15.0 +n/a +7.3 +AG +206 +Crypto Finance (Brokerage) +112 +Further information +31 Dec 2021 +€m +€m +2.3 +3.2 +31 Dec 2020 +31 Dec 2021 +31 Dec 2020 +€m +31 Dec 2021 +€m +31 Dec 2020 +€m +€m +31 Dec 2021 +Total capital ratio +<3 +Regulatory equity +Own funds requirements +Eurex Securities Transactions +Services GmbH +Eurex Repo GmbH +Compliance with own funds requirements +Further information +Remuneration Report +Financial statements and notes +Management report | Risk management +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +107 +10.2 +25.0 +31 Dec 2020 +€m +27.6 +% +31 Dec 2021 +Equity ratio +Regulatory equity +Own funds requirements +Compliance with own funds requirements +Pursuant to Section 39.11 of the Code for Federal Regulation (CFR), Nodal Clear, LLC is obliged to +maintain sufficient financial resources to cover all current costs for a minimum period of twelve months, +whereby highly liquid assets must cover all current costs for at least six months. Regulatory minimum +requirements were met throughout the year. +is higher. Regulatory requirements were met throughout the year. Regarding the anticipated upswing in +the business development of EEX Asia Pte. Limited, we expect slightly increasing own funds +requirements. Its capital base will be adjusted, if required. +According to the MAS, EEX Asia Pte. Limited is required to maintain own funds at the rate of either +18 per cent of annual operating revenue or 50 per cent of annual operating costs, depending on which +According to Article 21 (b) of the Delegated Regulation (EU) No 150/2013, REGIS-TR S.A. is required to +maintain equity in the amount of at least 50 per cent of annual operating costs. +31 +559 +39.9 +62.4 +10.2 +11.2 +360 Treasury Systems AG +0 +2,963 +0 +35.0 +0 +1.2 +95 +% +789 +<3 +Overall assessment of the risk situation by the Executive Board +Deutsche Börse AG's Executive Board is responsible for risk management throughout the Group and +regularly reviews the entire Group's risk situation. The Executive Board of Deutsche Börse AG confirms +the effectiveness of the risk management system. +In line with regulatory requirements we carry out risk analyses regularly and if needed on an ad hoc +basis to understand and measure relevant risks, and to use the findings to take action. Such risk +analyses and assessments comprise the Group's own business activities as well as business +relationships, market participants, products and services. Risk-mitigation measures are derived from the +compliance risks identified. +In the context of the current geopolitical events in Ukraine and the potentially resulting economic +consequences, the Group analyses which risks could have an impact on the individual business areas. +This concerns all risks for Group companies that have business relationships with companies based in +the affected countries (Ukraine, Russia), hold assets or have other connections of both an economic and +technical nature. Deutsche Börse Group has implemented a robust and flexible system for managing +potential sanctions and embargo risks. Dedicated sanctions experts carefully monitor current +developments and are in regular communication with stakeholders and Deutsche Börse Group's business +areas in order to be able to react to restrictions in a timely manner. +102 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Risk management +Financial statements and notes +Remuneration Report +Further information +<3 +Key non-financial performance indicators: corruption prevention and data protection +Corruption prevention +2021 +2020 +Punished cases of corruption +0 +0 +Percentage of business units for which measures have been taken to address corruption risks +Number of employees who were trained in ABC measures (anti-bribery and corruption)¹ +% +100 +100 +7,177 +1,394 +Data protection +Analysis of compliance risks +Number of justified customer complaints relating to data protection +Deutsche Börse Group has established a whistleblowing system (BKMS), where employees can relay +information about potential or actual breaches of prudential or regulatory rules and ethical standards, by +phone or e-mail. The anonymity of whistleblowers is guaranteed. We cultivate an open approach to +dealing with misconduct. For this reason, concerns are often also passed on directly to the responsible +line manager, or to Group Compliance. +Regular compliance training is an elementary part of promoting our compliance culture. Our employees +around the world are trained regularly on the relevant compliance topics. We particularly cover money- +laundering, financing of terrorism, other criminal acts (fraud), financial sanctions and embargoes, market +manipulation, insider trading and data protection. Managers exposed to a higher compliance risk by +virtue of their work receive additional training as required. Participation in training measures covering +the compliance topics mentioned above is mandatory for our employees, as well as for managers. +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Risk management +Financial statements and notes +Remuneration Report +Further information +<3 +As a member of the UN Global Compact we have committed to observe its principles, notably the +principle to work against corruption in all its forms, which includes extortion and bribery. In line with our +code of business conduct, the Group prohibits its employees from involving themselves in corruption, or +from taking part in any actions which may lead to the impression that the Group promises, arranges, +provides, receives, or asks for unlawful benefits. Bribery and facilitation payments are prohibited. +It is our Group's guiding principle that our actions and the decisions of all employees are taken +objectively and with integrity. Management plays a particularly important role in this context. We are +fully aware of what is known as the "tone from the top" for achieving a high level of awareness of the +need to manage compliance risks - both within the Group and among market participants. In order to +sustainably enshrine this guiding principle, and to prevent the Group and its staff from legal sanctions +and reputational damage, Group Compliance has implemented a variety of preventative measures in a +risk-oriented approach. +Compliance organisational structure +Group Compliance sets standards for the key compliance risks affecting all entities within the Group. In +this context Group Compliance devises risk-oriented measures in order to contain and manage identified +risks; to communicate risks, incidents, and the effectiveness of the measures taken; it ensures +continuous improvement of the compliance management system by way of regular adjustments to the +relevant internal policies and processes. +Key compliance topics are discussed in the Group Compliance Committee. Committee members are the +senior managers of the business units and the relevant control functions for the Group as a whole. +Code of business conduct +Our Group's code of business conduct, which is communicated to all members of staff, summarises the +most important aspects with regard to corporate ethics and compliance as well as appropriate conduct. +The Code focuses on principles to guide decisions - not rules or lists of dos and don'ts. Moreover, Group +Compliance provides employees with compliance-relevant information via the corresponding intranet +pages, unless this is not possible for particular confidentiality reasons. For details we refer to the section +"Corporate governance statement". +101 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Risk management +Financial statements and notes +Remuneration Report +Further information +Compliance rules +<3 +Group Compliance has implemented Group-wide policies designed to ensure that the internal +stakeholder groups acting on behalf of the Group comply with the behavioural rules set out in these +policies. They are intended to prevent, detect and punish breaches of compliance policy. Group-wide +communications via the intranet are geared towards providing employees (including members of the +Executive Board and managers) with the necessary guidance for their daily work, and ensuring +compliance. +Compliance training +Whistleblowing system +11.2 +0 +1) All employees of Deutsche Börse Group must repeat the web-based ABC training every two years. Since the course is updated and completed by employees in odd- +numbered years, the number of courses completed in the even-numbered year 2020 is significantly lower. +110 +New financial derivatives: We operate Eurex, one of the leading global derivative exchanges. In addition +to a broad range of established international benchmark products, we have introduced a large number of +new products in recent years, such as MSCI, total return, dividend and ESG derivatives. These new +products reflect changes in customer preferences and regulatory requirements. We anticipate further +strong growth in these and future products still to be launched in the years ahead. +When exploiting secular growth opportunities, we focus on innovative products, increasing market share +and winning new customers. We expect to see the highest revenue growth in trading and clearing by +2023, due in part to new financial derivatives, the clearing of OTC derivatives and further growth in the +trading of energy and gas products. Foreign exchange trading via 360T is also expected to provide a +contribution to net revenue growth. Post-trading will focus on the further development of investment +fund business. The growth focus in pre-trading lies in expanding the index, analytics and ESG business. +The commercial potential of the initiatives mentioned here is described in more detail below. +Secular growth opportunities +We have a very broad portfolio of products and services with which we cover all areas of a market +infrastructure provider's value chain. This makes us one of the most broadly based stock exchange +organisations in the world. In order to maintain and expand this position we are pursuing a medium- +term growth strategy called Compass 2023. Among other things we are focusing on organic growth +opportunities in order to achieve our strategic goals. We make a basic distinction between secular and +cyclical opportunities: secular opportunities arise for example as a result of regulatory changes, new +client requirements (such as the growing demand for over-the-counter (OTC) transactions to on- +exchange solutions) or from the trend to allocate an increasing portion of assets to passive investment +strategies (e.g. index funds). We exploit these opportunities in a focused and active way. Cyclical +opportunities on the other hand cannot be influenced directly by us and are driven by macroeconomic +changes. In addition, we intend to seize long-term opportunities arising as a result of the technological +transformation. They particularly include distributed ledger technology (DLT) and public cloud solutions +for the operation of IT infrastructure. +Organic growth opportunities +We evaluate the organic and inorganic growth opportunities in the individual business areas +continuously, i.e. over the course of the year. At Group level these opportunities are systematically +assessed as part of the annual budgeting process and strategic reviews. The process begins with a +careful analysis of the market environment, which considers both what the customer wants, as well as +market developments, competitors and regulatory changes. Ideas for growth initiatives are developed +further using uniform, Group-wide templates and subjected to a profitability analysis. On this basis, our +Executive Board decides which initiatives are to be implemented. +Our opportunities management aims to identify, evaluate and assess opportunities as early as possible. +and to take appropriate measures in order to transform opportunities into business success. +Organisation of opportunities management +<3 +12. Report on opportunities +Further information +Remuneration Report +Financial statements and notes +Management report | Report on opportunities +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +109 +In 2022, we intend to continue strengthening and expanding its risk management and internal control +system (ICS). This includes, for example, further expansion of information security management, +methodological improvements in risk management and the ICS, and a closer coordination between +control functions, also by means of a Group-wide governance, risk and compliance tool. +Deutsche Börse Group continually assesses its risk situation. Based on the calculated REC in stress tests +and based on the risk management system, Deutsche Börse AG's Executive Board concludes that the +available risk cover amount and the available liquidity are sufficient. There is currently no indication that +the risk coverage amount has to be adjusted for 2022. Furthermore, it cannot identify any risk that +would endanger the Group's existence as a going concern. +Outlook +As at 31 December 2021, the Group's REC amounted to €1,827 million, a decline of roughly 17 per +cent year-on-year (31 December 2020: €2,203 million at the now valid 99.9 per cent confidence +interval). +The risk profile of Deutsche Börse Group did not change significantly in the financial year 2021. The +aggregate total risk of Deutsche Börse Group across all risk types (operational, financial and business +risk) was always matched by sufficient risk-bearing capacity. +Summary +The individual companies' capital resources sufficiently reflect the fluctuation in risk-weighted assets. In +addition, buffers are taken into account for the calculation of the recovery indicators specified in the +recovery plans. The objective of these indicators is to prevent triggering recovery events. The capital +requirements determined in this way will be used for the mid-term capital planning. +0 +As at 31 December 2021, the bank-specific countercyclical buffer requirement stood at 0.05 per cent of +risk-weighted assets for Clearstream Banking S.A., at 0.14 per cent for Clearstream Banking AG and at +0.05 per cent for Clearstream Holding Group, whereas for Eurex Clearing AG it was at 0.07 per cent. As +at 31 December 2021, the systemic risk buffer was not required by the authorities in Luxembourg or +Germany. None of the Group companies has been defined as of global systemic importance. Clearstream +Banking S.A. has been defined by CSSF in accordance with regulation No. 20-07 as an "Other +systemically relevant institute” (O-SII) since 1 January 2018 and requires an additional buffer of 0.5 per +cent. +Further information +Regulatory capital requirements and regulatory capital ratios +Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG, in their capacity as credit +institutions, are subject to solvency supervision by the German or Luxembourg banking supervisory +authorities (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin, and Commission de Surveillance du +Secteur Financier, CSSF, respectively). The same applies to the Clearstream Holding at a regulatory +group level. Eurex Repo GmbH, Eurex Securities Transactions Services GmbH and 360 Treasury Systems +AG are also subject to specific provisions applicable to certain investment firms under BaFin supervision. +Since the authorisation of both Eurex Clearing AG and European Commodity Clearing AG as central +counterparties in 2014, these companies have been subject to the capital requirements defined in +Article 16 EMIR. These requirements apply to Eurex Clearing AG as central counterparty at the same +time as the solvency requirements; the higher requirement applies. Irrespective of its status as a +specialist credit institution according to German law, European Commodity Clearing AG is only subject to +EMIR capital requirements. +Since Clearstream Banking AG as well as Clearstream Banking S.A. are authorised as a central securities +depositories both are subject to the capital requirements defined in Article 47 CSDR. These requirements +apply to both Clearstream central securities depositories at the same time as the solvency requirements; +the higher requirement applies. The additional authorisation for banking-type ancillary services under +Article 54 CSDR means that Clearstream Banking AG and Clearstream Banking S.A. will in future have +to comply with the additional capital surcharge for the provision of intra-day credit defined in Article 54 +(3) d CSDR, in addition to the capital requirements mentioned above. +Nodal Clear, LLC is a Derivatives Clearing Organisation (DCO) subject to regulation by the US +Commodity Futures Trading Commission (CFTC). +REGIS-TR S.A., as a trade repository according to EMIR, is subject to supervision exercised by the +European Securities and Markets Authority (ESMA). +Crypto Finance (Brokerage) AG is authorised as securities firm according to Article 41 of the Swiss +Federal Act on Financial Institutions (FinIA) while Crypto Finance (Asset Management) AG is authorised +as manager of collective investments according to the Swiss Collective Investment Schemes Act (CISA). +Both are subject to the supervision by the Swiss Financial Market Supervisory Authority (FINMA). +103 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Risk management +Financial statements and notes +Remuneration Report +Further information +<3 +Market risk exposures consist only of relatively small open foreign currency positions. As of 31 +December 2021, the company Crypto Finance (Brokerage) AG has negligible market risk positions +resulting from exposures to digital assets. The companies concerned uniformly apply the standardised +approach for credit risk. As a result of the specific business of the central securities depositories and +central counterparties belonging to Deutsche Börse Group, their recognised assets are subject to wide +fluctuations. This leads in particular to correspondingly volatile total capital ratios at the Clearstream +companies. The volatility of the ratio is subject to major fluctuations on a day-to-day basis in the course +of the year. Due to a high degree of secured or zero-weighted cash investments, the own funds +requirements for credit risk exposures of Eurex Clearing AG and European Commodity Clearing AG are +relatively stable despite volatile total assets in the course of the year. +To calculate operational risk, Eurex Clearing AG and European Commodity Clearing AG use the basic +indicator approach, while the Clearstream companies apply the advanced measurement approach +(AMA). +The specific provisions of the Investment Firm Regulation (IFR) that took effect in June 2021 and the +new German Securities Institutions Act (Wertpapierinstitutsgesetz, WpIG) require the investment firms +360 Treasury Systems AG and Eurex Securities Transactions Services GmbH to calculate their capital +requirement based on the higher of a) 25 per cent of the fixed overheads, b) what are known as K +factors or c) a fixed minimum initial capital requirement. As a small, non-interlinked investment firm, +Eurex Repo GmbH determines its own funds requirement based on the higher of a) 25 percent of the +fixed overheads or b) its fixed minimum capital requirement. In the reporting year, the capital +requirements based on fixed overheads were decisive for the companies mentioned. None of the Group +companies subject to solvency supervision has either Additional Tier 1 or Tier 2 supplementary capital. +A minimum total capital ratio of 8 per cent generally applies to credit institutions subject to the CRR. In +addition, CRD IV introduced various capital buffers, which the supervised (credit) institutions generally +have to meet over and above the minimum total capital ratio of 8 per cent, although they may +temporarily fall below these levels. The current capital buffer is 2.5 per cent. +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Risk management +Financial statements and notes +Remuneration Report +<3 +3.9 +0.3 +6.3 +1,214.2 +363.9 +323.0 +Clearstream Banking S.A. +25.0 +33.2 +1,677.7 +1,790.6 +536.1 +431.8 +Clearstream Holding Group +% +% +31 Dec 2020 +31 Dec 2021 +31 Dec 2020 +€m +31 Dec 2021 +€m +31 Dec 2020 +€m +€m +31 Dec 2021 +Total capital ratio +Regulatory equity +Own funds requirements +1,209.9 +Regulatory capital ratios according to CRR +30.1 +Clearstream Banking AG +31 Dec 2020 +€m +31 Dec 2021 +€m +Clearstream Banking AG +Clearstream Banking S.A. +CSDR capital +Total CSDR capital requirements under Article 47 CSDR +Own funds requirement for operational, credit and market risk +Other CSDR capital requirements +Capital adequacy requirements under CSDR +Clearstream Banking AG's capital requirements according to CSDR are currently significantly above CRR +and CRD IV capital requirements. The capital requirements under Article 47 CSDR do not stipulate a +specific ratio. Instead, the total of share capital and reserves is compared with the capital requirements +and has to be at least the same. +57.6 +49.8 +749.8 +749.8 +104.2 +120.3 +Eurex Clearing AG +22.4 +26.9 +419.9 +420.1 +150.3 +124.8 +11.2 +26.6 +No capital contributions were made in 2021, but they are planned for the years ahead in order to +strengthen the capital base. +104.2 +120.3 +31 Dec 2021 +€m +31 Dec 2020 +€m +31 Dec 2021 +€m +31 Dec 2020 +€m +€m +31 Dec 2021 +Total capital requirements +Own funds requirements for +credit and market risk +Own funds requirements for +operational risk +<3 +Composition of own funds requirements +Further information +Remuneration Report +Financial statements and notes +Management report | Risk management +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +105 +The own funds requirements for operational risk calculated with Eurex Clearing AG's internal risk model +are higher than the own funds requirements derived from the basic indicator approach, which is based +on the profit and loss statement as prescribed by CRR. Hence, Eurex Clearing AG always applies +additional capital buffers for such risks, surpassing regulatory minimum requirements. Against this +background, banking supervisors requested in 2011 that Eurex Clearing AG increases the basis for the +calculation of regulatory own funds requirements by considering an appropriate share of clearing-related +fees received for the account of operating entities. The own funds requirements for operational risk are +calculated once a year based on a three-year average of historical income, including the assumed +clearing fees, and are therefore not subject to daily fluctuations. Compliance with the minimum +regulatory ratio is maintained at all times due to the sufficient capital buffer for uncollateralised cash +investments. +in revenue in the past years, capital requirements for operational risk rose according to the model. The +capital requirements for credit and market risk increased as well. +Eurex Clearing AG's capital requirements increased compared with the previous year. Given the increase +■ The implementation of the so-called CRR II package and other amendments under Basel III +■ The successive introduction of capital requirements resulting from the minimum requirements for +equity and eligible liabilities (MREL) as a result of Directive 2014/59/EU +■ The capital requirements of CSDR will apply in full in future +31 Dec 2020 +€m +Clearstream Holding Group +348.6 +16.2 +20.0 +88.0 +100.3 +Eurex Clearing AG +150.3 +124.8 +5.1 +6.7 +145.2 +118.1 +31 Dec 2021 +€m +Clearstream Banking AG +323.0 +56.5 +81.8 +307.4 +241.2 +Clearstream Banking S.A. +536.1 +431.8 +83.5 +83.2 +452.6 +363.9 +31 Dec 2020 +104 +318.7 +€m +€m +31 Dec 2020 +31 Dec 2021 +Eurex Securities Transactions +Eurex Repo GmbH +met +Own funds requirements to be +Own funds requirements on the +basis of fixed overheads +Own funds requirements for +credit and market risk +Composition of own funds/capital requirements +The Investment Firm Regulation requires Eurex Securities Transactions Services GmbH and 360 Treasury +Systems AG to hold own funds of the higher of a) 25 per cent of the fixed overheads, b) a fixed +minimum initial capital requirement of the entity or c) the capital requirements calculated based on the +K factors. Eurex Repo GmbH determines its own funds requirements according to its classification based +on the higher of a) or b). The capital requirement for ESTS, 360T and also for the Eurex Repo currently +corresponds to 25 per cent of the respective fixed overheads of the previous year. +116.9 +135.0 +549.8 +549.8 +- 15.0 +31 Dec 2021 +€m +- 23.0 +31 Dec 2020 +31 Dec 2020 +Services GmbH +0 +1.2 +0 +1.2 +0 +<3 +0 +2.3 +3.2 +1.6 +3.2 +0.7 +0 +€m +€m +€m +31 Dec 2021 +360 Treasury Systems AG +- 200.0 +0 +€m +Eurex Clearing AG's capital requirements according to EMIR are currently significantly above CRR and +CRD IV capital requirements. As with the CSDR, the capital requirements under Article 16 EMIR do not +stipulate a specific ratio. For both Eurex Clearing AG and European Commodity Clearing AG this means +that EMIR capital coverage of at least 100 per cent is required. A reporting requirement to the competent +authority in this case BaFin ― is triggered when this ratio falls below 110 per cent. +_ +The capital resources of Eurex Clearing AG and European Commodity Clearing AG are currently well +above the regulatory requirements. As at the reporting date, total equity for both entities as disclosed in +the statement of financial position was fully available to cover the risks according to Article 16 of EMIR, +given that this equity fulfils the required liquidity standards. Eurex Clearing AG's own contribution to the +default fund is €200.0 million. The own contribution to the default fund of European Commodity +Clearing AG increased by €8.0 million to €23.0 million and was also above the regulatory minimum. +Capital adequacy requirements under EMIR +Own funds requirement for operational, credit and market risk +Other EMIR capital requirements +Total EMIR capital requirements under Article 16 EMIR +Equity +EMIR deductions +Own contribution to default fund +EMIR capital adequacy +Eurex Clearing AG +European Commodity Clearing +AG +31 Dec 2021 +31 Dec 2020 +31 Dec 2021 +31 Dec 2020 +€m +- 200.0 +€m +104.2 +0 +0 +0 +131.9 +158.0 +749.8 +749.8 +84.9 +93.6 +190.8 +255.8 +56.1 +58.5 +86.6 +135.5 +28.8 +35.1 +120.3 +0 +€m +Financial statements and notes +Further information +Remuneration Report +Management report | Risk management +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +106 +419.9 +420.1 +n/a +1,214.2 +€m +291.7 +311.4 +n/a +150.3 +366.9 +125.1 +166.6 +161.1 +685.6 +n/a +n/a +119 +Further information +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Corporate governance statement +Financial statements and notes +Remuneration Report +<3 +United Nations Global Compact www.unglobalcompact.org: this voluntary business initiative +established by the United Nations aims to achieve a more sustainable and more equitable global +economy. At the heart of the compact are ten principles covering the areas of human rights, labour, +environment protection and anti-corruption. Deutsche Börse Group has submitted annual +communications on progress (COPs) on its implementation of the UN Global Compact since 2009. +Code of conduct for suppliers +Deutsche Börse Group not only requires its management and staff to adhere to high standards - it +demands the same from its suppliers and service providers. The code of conduct for suppliers requires +them to respect human rights and employee rights and comply with minimum standards. Implementing +a resolution of the Executive Board, the code of conduct for suppliers was amended in 2016 to include +the requirements set out in the UK Modern Slavery Act, applicable to all corporations conducting +business in the United Kingdom. Most suppliers have signed up to these conditions; all other key +suppliers have made voluntary commitments, which correspond to, or in fact, exceed Deutsche Börse +Group's standards. Service providers and suppliers must sign this code or enter into an equivalent +voluntary commitment before they can do business with Deutsche Börse Group. The code of conduct is +reviewed regularly in the light of current developments and amended if necessary. It is available on +Deutsche Börse Group's website www.deutsche-boerse.com > Sustainability > Our ESG Profile > +Procurement management. +Sustainability and values +Our business activities are based on the legal frameworks and ethical standards of the different countries +in which Deutsche Börse Group operates. A key way in which we underscore the values we consider +important is by joining initiatives and organisations that advocate generally accepted ethical standards. +Relevant memberships are as follows: +Diversity Charter www.charta-der-vielfalt.de: as a signatory to the Diversity Charter, the company has +committed to acknowledging, respecting and promoting the diversity of its workforce, customers and +business associates - irrespective of their age, gender, disability, race, religion, nationality, ethnic +background, sexual orientation or identity. +International Labour Organization www.ilo.org: this UN agency is the international organisation +responsible for drawing up and overseeing international labour standards; it brings together +representatives of governments, employees and employers to promote the joint development of policies +and programmes. Deutsche Börse Group has signed up to the ILO's labour standards and hence has +agreed to abide by them. +120 +■ Corporate responsibility; human rights; ethical conduct +The code of business conduct applies to members of the Executive Board, all other executives and all +employees of Deutsche Börse Group. In addition to specifying concrete rules, the code of business +conduct provides general guidance as to how employees can contribute to implementing the defined +values in their everyday working life. The goal of the code of business conduct is to provide guidance on +working together in the company on a day-to-day basis, to help resolve any conflicts and to resolve +ethical and legal challenges. All newly hired employees receive the code of business conduct as part of +their employment contract documentation. The code of business conduct is an integral part of the +relationship between employer and employees at Deutsche Börse Group. Breaches may lead to +disciplinary action. The document is available on www.deutsche-boerse.com > Sustainability > Our +ESG profile > Employees > Guiding principles. +Management report | Corporate governance statement +Financial statements and notes +Equal opportunities and protection against undesirable behaviour +Environmental awareness +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +118 +The annual declaration of conformity pursuant to section 161 AktG can also be found online at +www.deutsche-boerse.com > Investor Relations > Corporate Governance > Declaration of Conformity. +The declarations of conformity for the past five years are also available there. +Recommendation G.1, first indent DCGK recommends, among other things, that the remuneration +system should specify what amount the total remuneration may not exceed (maximum remuneration). +Already with the introduction of the adjusted remuneration system for the Executive Board on 1 January +2020, the annual remuneration comprising fixed and variable remuneration components, pension +benefits and ancillary benefits for each Executive Board member was capped at €9.5 million (total cap), +after ancillary benefits had previously not been included in the total cap. This means that +recommendation G.1, first indent of the GCGC has already been complied with in respect of the +Executive Board service contracts newly concluded or extended since 1 January 2020. All other +Executive Board service contracts were revised accordingly on 1 January 2021 based on the new +remuneration system 2021, so that recommendation G.1 GCCG has been complied with in full since +then." +In detail: +In the period since the last Declaration of Conformity dated 3 December 2020 until 31 December 2020, +recommendation G.1, first indent GCGC was not complied with insofar as the Executive Board service +contracts not newly concluded or extended in 2020 have only contained a total cap also including +ancillary benefits since their revision as of 1 January 2021. +The Executive Board and the Supervisory Board of Deutsche Börse AG declare that the +recommendations of the GCGC have been complied with in full in the financial year 2021 to date and +will continue to be complied with in the future. +The following Declaration of Conformity refers to the current version of the German Corporate +Governance Code dated 16 December 2019 (GCGC), which was published in the Federal Gazette on +20 March 2020. +"Declaration by the Executive Board and the Supervisory Board of Deutsche Börse AG regarding the +German Corporate Governance Code in accordance with section 161 of the German Stock Corporation +Act +On 8 December 2021, the Executive Board and Supervisory Board of Deutsche Börse AG issued the +following Declaration of Conformity: +Declaration of Conformity pursuant to section 161 Aktiengesetz (AktG, German Stock Corporation +Act) +Deutsche Börse Group attaches great importance to the principles of good corporate governance and +control. In this statement, we report on corporate governance at Deutsche Börse AG in accordance with +principle 22 of the Deutscher Corporate Governance Kodex (the "Code", German Corporate Governance +Code). The statement contains the corporate governance statement pursuant to sections 289f and 315d +Handelsgesetzbuch (HGB, German Commercial Code). +<3 +15. Corporate governance statement +Further information +Remuneration Report +Management report | Corporate governance statement +Financial statements and notes +■ +Remuneration Report +<3 +■Risk management +■ Prevention of corruption +■ Prevention of insider trading and market manipulation; personal account dealings +■ Conflicts of interest +■ Confidentiality and the handling of sensitive information +Compliance with legislation and regulations; whistleblowing +Acting responsibly means having values that are shared by all employees throughout the Group. +Deutsche Börse AG therefore has a code of business conduct that is reviewed every year. This +document, which is adopted by the Executive Board and applies throughout the Group, defines the +foundations of key ethical and legal standards, including – but not limited to - the following topics: +Code of business conduct +Deutsche Börse Group's global orientation means that binding policies and standards of conduct must +apply at all of the Group's locations around the world. Specifically, the main objectives of these +principles for collaboration are to ensure responsibility, respect and mutual esteem. The Group also +adheres to these principles when implementing its business model. Communications with clients, +investors, employees and the general public are based on timely information and transparency. In +addition to focusing on generating profit, Deutsche Börse Group's business is managed sustainably in +accordance with recognised social standards. +Conduct policies +Information on corporate governance practices +The 2021 remuneration report and the auditors' statement pursuant to section 162 AktG, the underlying +remuneration system pursuant to section 87a (1) and (2) sentence 1 AktG as well as the latest +resolution on remuneration pursuant to section 113 (3) AktG will be available at www.deutsche- +boerse.com > Investor Relations > Corporate Governance > Remuneration. +Publicly available information in accordance with section 289f (2) no. 1a HGB +The Code consists of both recommendations (denoted in the text by the use of the word "shall"), which +are reported in the Declaration of Conformity in accordance with section 161 AktG, and suggestions +(denoted in the text by the use of the word "should"). Deutsche Börse AG fully complies with them. +Disclosures on suggestions of the Code +The Executive Board and Supervisory Board of Deutsche Börse AG declare in accordance with +recommendation F.4 GCGC that recommendation D.5 GCGC was not applicable to the company in 2021 +because of the overriding statutory requirement of section 4b Stock Exchange Act. Recommendation +D.5 GCGC states that the Supervisory Board shall form a Nomination Committee composed exclusively +of shareholder representatives. In accordance with Section 4b of the German Stock Exchange Act, +however, the Nomination Committee also assists the Supervisory Board of Deutsche Börse AG in +selecting candidates for the Executive Board. As this task shall not be performed exclusively by +shareholder representatives of the Supervisory Board, and in line with the practice to date, the +Nomination Committee also includes employee representatives. +Disclosures on overriding statutory provisions +Further information +Executive and Supervisory Boards +Management report | Report on opportunities +Executive and Supervisory Boards +System availability (customer facing IT) +Forecast for non-financial key performance indicators 2022 +Furthermore, we ensure the climate-neutrality of our Group by avoiding at least 70 per cent of our CO2 +emissions per workspace by 2022 and compensate for the remaining emissions by means of emissions +reduction projects. This corresponds with the objective of our climate strategy to become climate-neutral +on a net basis by 2025. All our efforts will be reviewed by the Science Based Target initiative (SBTi) by +the end of 2023. +<3 +Further information +Remuneration Report +Financial statements and notes +Management report | Report on expected developments +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +115 +The assessment of independent ESG rating agencies is an important benchmark for our ESG efforts. We +continuously analyse our performance and take action accordingly. Over the forecast period we expect +that we will be able to maintain our good position above the 90th percentile of the ESG ratings. +Moreover, the Executive Board adopted a voluntary commitment to increase the share of women holding +middle and upper management positions to 22 per cent by the end of 2022, and of women holding +lower management positions to 30 per cent during the same period. We have extended the scope of our +voluntary commitment over and above the legal requirements. The defined target refers to Deutsche +Börse Group worldwide. +Deutsche Börse AG's Executive Board has defined target quotas for women on the two management +levels beneath the Executive Board, in accordance with section 76 (4) of the AktG, in each case referring +to Deutsche Börse AG. By 31 December 2022, the proportion of women holding positions in the first +and second management levels beneath the Executive Board is planned to reach 15 per cent and 22 per +cent, respectively. +Being an attractive employer is important for our sustained success. We want to attract top talents and +retain them for the long term. The measures described in the chapter “Our Employees" put us in a good +position and we are confident that we can maintain or improve on our employee satisfaction of more +than 71.5 per cent. +Initiatives to promote the transparency and security of the markets will continue to be a key focus during +the forecast period, ensuring that we add value for society. As far as the forecast development of non- +financial performance indicators for 2021 is concerned, system availability customer facing IT was +brought back into line with the high targets by means of additional back-up measures, which became +part of everyday operations. We therefore expect that the system availability (customer facing IT) will +remain high in the forecast period. +Development of non-financial performance indicators +1) ESG net revenue according to the internal definition of Deutsche Börse Group - see "Definition of our ESG net revenue". +> 10% +~€3.8 billion +~€2.2 billion +€2,043.1 million +210% incl. ISS acquisition +€3,509.5 million +Forecast 2022 +Basis 2021 +ESG net revenue growth¹ +Earnings before interest, tax, depreciation and amortisation (EBITDA) +Net revenue +Employee satisfaction +Women in leadership positions¹ +ESG ratings +CO2 emissions per workspace vs. 2019² +Deutsche Börse Group | Annual report 2021 +117 +The hybrid bond will be used to refinance last year's M&A activities. +Deutsche Börse AG has successfully placed a corporate hybrid bond in the amount of €500,0 million on +16 February 2022. The bond has a term of 26.25 years with a first call date after 6 years and a coupon +of 2.0 per cent annually until June 2028. +14. Report on post-balance sheet date events +We believe the Group remains very well positioned in terms of international competition, thanks to its +comprehensive offering along the securities trading value chain and its innovative strength. This being +the case, we expect to see a positive trend in our results of operations over the long term. Measures +taken as part of our growth strategy should further accelerate this growth. In this context, we aim to +become more agile and effective and sharpen our client focus, in order to become the global market +infrastructure provider of choice, with a top ranking in all our business areas. We endeavour to expand +our secular growth areas further, and to increase their contribution to net revenue again by at least 5 per +cent. Taking other cyclical and consolidation effects into account, we are planning an increase in net +revenue to around €3.8 billion in the forecast period. We expect EBITDA to go up to some €2.2 billion +in the forecast period. Overall, we assume on this basis that cash flow from operating activities will be +clearly positive and that, as in previous years, the liquidity base will be sound. The overall assessment +by the Executive Board is valid as at the publication date for this combined management report. +Overall assessment by the Executive Board +<3 +Further information +Remuneration Report +Financial statements and notes +Management report | Report on post-balance sheet date events +Executive and Supervisory Boards +Forecast for results of operations 2022 +Deutsche Börse Group | Annual report 2021 +We generally aim to distribute dividends equivalent to between 40 and 60 per cent of net profit for the +period attributable to the shareholders of Deutsche Börse AG. Within this range, we manage the actual +distribution ratio mainly in relation to our business performance and based on continuity considerations. +In addition, we plan to invest the remaining available funds primarily in the continued inorganic +development of the Group. Should we be unable to invest these funds, additional distributions, +particularly share buy-backs, represent another opportunity for the use of funds. To maintain its strong +credit ratings at Group level, we aim for a ratio of net debt to EBITDA of no more than 1.75, and a ratio +of free funds from operations to net debt of at least 50 per cent. +We expect that cash flow from operating activities, which is our primary source of financing, will remain +significantly positive in future. We expect that two significant factors will influence changes in liquidity: +Firstly, we plan to invest around €200 million in intangible assets and property, plant and equipment at +Group level. These investments will serve primarily to develop new products and services in our growth +areas and to enhance existing ones. Secondly, we will propose a dividend of €3.20 per share to the +Annual General Meeting to be held in May 2022. This would represent a cash outflow of about +€587 million. Apart from the above, we did not expect any other material factors to impact the Group's +liquidity at the time the combined management report was prepared. As in previous years, we assume +that we will have a sound liquidity base in the forecast period due to positive cash flow from operating +activities, adequate credit lines (for details see "Note 24 to the consolidated financial statements"), and +our flexible management and planning systems. +Future development of the Group's financial position +-70% +-66% +>90th percentile +95th percentile +>71.5% +22% +>99.5% +99.9% +75% +21% +Forecast 2022 +Basis 2021 +1) Group-wide target in senior management. +2) Unaudited figure. +116 +2019 to 2023. +Within the context of our growth strategy, we pursue clearly defined principles for managing operating +costs. We achieve the necessary flexibility largely by making continuous improvements to our operating +processes. We are expecting earnings before interest, tax, depreciation and amortisation (EBITDA) to rise +to around €2.2 billion in the forecast period. This would put us right on track towards our medium-term +growth targets of 10 per cent per year on average for net revenue and EBITDA over the period from +<3 +Deutsche Börse Group | Annual report 2021 +112 +New developments such as cloud services, in the context of artificial intelligence (AI), big data, robotics, +blockchain technology, combined with the potential for innovation offered by fintech companies, are +driving change in the financial sector. This new wave of technology might help overcome barriers to +market harmonisation, while creating additional efficiency and mitigating risks. The trend has been +reinforced by the new environment resulting from the COVID-19 pandemic and is expected to continue +in the years to come. Digitisation trends will accelerate, and the challenge for established providers is to +find the right path with regard to new business models and innovative technologies. +Technological opportunities +■ In the spot and future market segment - Xetra and Eurex - an economic recovery after the COVID-19 +pandemic and a lasting increase in investor confidence in capital markets could lead to more normal +market volatility and increase trading volumes. +■ Net interest income at Clearstream, which is based on cash deposits from our customers, would profit +from a change in global low interest rate policies and higher short-term rates. +■The volumes of interest rate derivatives traded on the Group's derivatives markets could rise if +speculation on trends in long-term yields on German and other European government bonds grows, +and if the spread between the various European government bonds continues to narrow. +term. +In addition to its secular growth opportunities, we have cyclical opportunities, for instance as a result of +positive macroeconomic developments. We do not have any direct control over these cyclical +opportunities, but they do have the potential to increase our net revenue significantly in the medium +Cyclical opportunities +ESG: The trend towards sustainable business and investing represents an increasingly important secular +growth opportunity for us, which has been accelerated by the COVID-19 pandemic. Our aim is to +support market participants with high-quality ESG data, analytics, specialised ESG indices and the +corresponding trading and hedging options. A big first step in this direction was taken in 2021 with the +acquisition of Institutional Shareholder Services (ISS). We therefore expect further secular growth to +come from developing new products and winning new customers across our entire Company. +Expansion of the index and analytics business: Our objective in the index business is to give the already +established European index provider STOXX an even more global profile, in order to develop and market +other indices worldwide (in addition to its DAXⓇ and STOXX® index families). In addition, Deutsche +Börse's index business will continue to take advantage of the structural trend towards passive investment +products (ETFs). An increasing number of private clients and asset managers now follow this trend; not +only are the costs lower, but many active investment strategies have been returning under-average +performance. In order to support these trends more effectively we have acquired Axioma, a leading +provider of portfolio and risk management solutions. The combination created Qontigo, a fully integrated +leading information provider for institutional investors, which meets the growing market demand for +products and analysis in this area. +<3 +Executive and Supervisory Boards +Further information +Financial statements and notes +Management report | Report on opportunities +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +111 +Cross-border settlement of investment funds: Our clients can use our settlement and custody services +for their entire fund portfolio – covering traditional investment funds, exchange-traded funds (ETFs) as +well as hedge funds. Given that supervisory authorities are also calling for more efficient settlement and +custody solutions in order to guarantee maximum security for client assets under custody, we expect to +acquire additional client portfolios in the future by means of outsourcing agreements. We are also +continuously expanding our range of products and services. We have, for example, significantly +expanded our range of fund services to include the management of distribution agreements, as well as +data compilation through acquisitions. In this way, we expect to generate additional net revenue by +realising revenue synergies. +Growth in foreign-exchange trading (360T): 360T® is a leading global platform for currency trading, +whose broad customer base includes companies, buy-side customers and banks. By combining 360T's +knowledge and experience in the foreign exchange market with our IT expertise, we have opened up +additional revenue potential. We have made progress with various measures for achieving synergies, +including the launch of FX futures and clearing services. We also benefit from a long-term secular trend: +even though, at present, the vast majority of daily foreign-exchange trading volumes is still executed +OTC, demand for transparent, electronic multi-bank trading platforms is rising. +Trading and clearing of power and gas products on EEX: European Energy Exchange AG (EEX) allows +us to offer a broad product range for trading and clearing spot and derivatives contracts for power and +gas as well as emission certificates. EEX has become the central market for energy in continental Europe +and its product range includes, among others, the markets Germany, France, the Netherlands, Belgium, +Italy and Spain. It is also active in the US market through its acquisition of Nodal Exchange. EEX's +growth is mainly based on the growing importance of renewable energies for power generation. Owing to +the high degree of fragmentation, as well as the inefficiency of OTC markets, the demand for on- +exchange trading and clearing solutions has also increased over recent years. EEX believes it is well +positioned in this changing competitive environment to achieve secular growth and gain additional +market share. +Clearing of OTC derivatives: The liquidity problems experienced by major market participants during the +financial crisis were triggered by the failure to settle bilateral OTC transactions that were mainly entered +into on an unsecured basis. In light of this, the leading industrialised nations (G20) agreed to create an +effective regulatory environment to make OTC derivatives transactions more transparent and more +secure. Consequently, the European Union has created the European Market Infrastructure Regulation +(EMIR). EMIR also involves the obligation to clear standardised OTC derivative transactions using a +central counterparty. Eurex Clearing AG and its market partners have created an alternative for clearing +interest rates swaps in the EU, and since then has continued to expand its notional outstanding volumes +and market share. +<3 +Further information +Remuneration Report +Financial statements and notes +Remuneration Report +Deutsche Börse Group | Annual report 2021 +Management report | Report on opportunities +Remuneration Report +Further information +Remuneration Report +Financial statements and notes +Management report | Report on expected developments +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +10ESG net revenue according to the internal definition of Deutsche Börse Group - see "Definition of our ESG net revenue". +As in previous years, we expect net revenue from secular growth opportunities to increase by at least +per cent in the forecast period. We are driving this growth through investment. By doing so, we aim to +shift further market share from over-the-counter trading and clearing to the on-exchange segment and to +further expand our positions in existing asset classes by introducing new products and functionalities +and acquiring new customers. We are also expecting an additional contribution to net revenue from +takeovers, particularly the acquisition of ISS on 25 February 2021. Business areas dependent on +cyclical factors should also see first slightly positive effects on cyclical net revenue due to lower market +volatility in 2021 and possible US interest rate rises in 2022. In total, we anticipate net revenue of +approximately €3.8 billion for the forecast period. For the ESG net revenue¹0 included therein we expect +growth of more than 10 per cent for the same period. +5 +Given our diversified business model and multiple sources of revenue and despite the extraordinary +macroeconomic environment, we believe we are very well positioned to further improve our earnings in +the medium and long term. This expectation is based partly on the secular growth opportunities that we +intend to exploit (for details, see the "Report on opportunities"), as well as on additional expected +inorganic growth. +Future development of results of operations +As expected, the global economy recovered relatively well from the impact of COVID-19 pandemic over +the course of 2021, and we are anticipating further economic growth for the forecast period. It is likely +to be somewhat slower than the growth rates seen in 2021, however, because rising inflation and the +expectation of tighter monetary policy by central banks could have a restraining effect. In addition, the +intensifying conflict between Russia and Ukraine could have a negative impact on the macroeconomic +environment. +Macroeconomic environment +Financial statements and notes +Developments in the operating environment +<3 +13. Report on expected developments +Further information +Remuneration Report +Management report | Report on expected developments +Financial statements and notes +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +113 +M&A growth opportunities +Distributed ledger technology (DLT) represents another technological opportunity. It is considered a +disruptive technology at times – but at present, the financial services sector is increasingly exploring its +opportunities. Thanks to its decentralised nature, it facilitates direct interaction between participants, +thus offering the potential for simplifying complex processes. Established market infrastructure providers +such as Deutsche Börse Group, which covers the entire value creation chain from a single source, play +an important role when it comes to tapping this potential – meeting existing industry standards at the +same time. Besides legal and regulatory requirements, this also involves adhering to security standards, +as well as limiting risks and ensuring cost efficiency. +We have optimised our internal processes particularly with regard to cloud services. HR processes, +purchasing and settlement of travel expenses, among others, are now processed in the cloud. This has +led to a significant streamlining of processes, and also has a positive effect on the Group's costs. We are +also working on transferring services and processes with clients to the cloud. For instance, the +introduction of new trading platforms and updating of existing infrastructure might be tested faster and +better beforehand by clients in the cloud. This would make our processes significantly more agile, as +new releases could be introduced at more frequent intervals, allowing us to respond better to clients' +requirements. We have signed agreements with a number of key cloud service providers, positioning +ourselves at the forefront of cloud use in the European financial services sector. +<3 +Further information +The forecast describes Deutsche Börse Group's expected performance for the 2022 financial year. It +contains statements and information on events in the future and is based on the company's expectations +and assumptions at the time of publication of this corporate report. In turn, these are subject to known +and unknown opportunities, risks and uncertainties. Numerous factors, many of which are outside the +company's control, influence the Group's success, its business strategy and its financial results. Should +opportunities, risks or uncertainties materialise or should one of the assumptions made turn out to be +incorrect, the Group's actual performance could deviate either positively or negatively from the +expectations and assumptions contained in the forward-looking statements and information contained in +this report on expected developments. +114 +Inorganic growth is an equally important part of Compass 2023. We focus on areas that are closely +related to our strategic growth areas, which include the index and analytics business, ESG, commodities, +forex trading, fixed income trading and investment fund services. The aim is to accelerate growth in +these areas by means of mergers and acquisitions and make our businesses even more scalable. +(since 8 December 2021) +Strategy Committee +(until 22 June 2021) +Members +Martin Jetter (Chair) +■Susann Just-Marx¹ +Composition +<3 +■Chaired by the Chair of the Supervisory Board +4 +"Achim Karle¹ +"Carsten Schäfer¹ +■Charles Stonehill +"Clara-Christina Streit +(until 19 May 2021) +"At least five other members who are elected by the Supervisory Board +"Chong Lee Tan (since 19 May 2021) +Further information +Management report | Corporate governance statement +Financial statements and notes +(until 17 November 2021) +▪Barbara Lambert +▪Daniel Vollstedt¹ +(since 1 December 2021) +Composition +"At least four members who are elected by the Supervisory Board +Remuneration Report +Responsibilities +■Takes note of and reviews the periodic risk management and compliance reports +"Oversees monitoring of the Group's operational, financial and business risks +"Takes note of and discusses the annual reports on significant risks and the risk management +systems at regulated Group entities, to the extent legally permissible +1) Employee representatives +126 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +■Reviews the risk management framework including the risk appetite and the risk management +roadmap +"Cornelis Kruijssen¹ +Responsibilities +1) Employee representatives. +"Charles Stonehill +"Chong Lee Tan +1) Employee representatives. +Technology Committee +Members +▪ Karl-Heinz Flöther (Chair) +"Deals with sustainable corporate governance and business activities of Deutsche Börse Group in +the areas environmental, social and governance (ESG) criteria +"Deals with significant projects for Deutsche Börse Group +"Andreas Gottschling +▪Achim Karle¹ +■ Cornelis Kruijssen¹ +(until 17 November 2021) +■ Peter Sack¹ (since 1 December 2021) +"Carsten Schäfer¹ +(until 17 November 2021) +(since 19 May 2021) +"Advises the Executive Board on matters of strategic importance to the company and its affiliates +"Addresses fundamental strategic and business issues, as well as projects important to Deutsche +Börse Group +"Advises the Executive Board on matters of strategic importance to the company and its affiliates +"Addresses fundamental strategic and business issues and deals with the group's purpose +"At least five other members who are elected by the Supervisory Board +Strategy and Sustainability Committee +(from 22 June 2021) +Members +"Martin Jetter (Chair) +"Anja Greenwood¹ +(since 1 December 2021) +Responsibilities +Susann Just-Marx¹ +▪ Achim Karle¹ +■ Peter Sack¹ (since 1 December 2021) +"Carsten Schäfer¹ +(until 17 November 2021) +Composition +"Chaired by the Chair of the Supervisory Board +(until 17 November 2021) +■ Susann Just-Marx¹ +"Andreas Gottschling (Chair) +Risk Committee +Members +Responsibilities +"Deals with issues relating to the preparation of the annual budget and financial topics, particularly +capital management +"Deals with issues relating to the adequacy and effectiveness of the company's control systems - in +particular, to risk management, compliance and internal audit +"Deals with audit reports and financial reporting issues, including oversight of the financial +reporting process +▪Half-yearly financial reports, plus any quarterly financial reports, discusses the results of the +reviews with the auditors +At present, no Executive Board member has passed the age limit of 65 years. +▪ Persons who cannot chair the committee: the Chair of the Supervisory Board; former members of +the company's Executive Board whose appointment ended less than two years ago +▪ Prepares the Supervisory Board's recommendation to the Annual General Meeting on the election +of the external auditors of the annual financial statements, the consolidated financial statements +and the half-yearly financial report (to the extent that the latter is audited or reviewed by external +auditors) and makes corresponding recommendations to the Supervisory Board +"Reviews the non-financial reporting (sections 289b, 315b HGB) +"Issues the engagement letter to the external auditor of the annual financial statements and the +consolidated financial statements - including, in particular, the review or audit of half-yearly +financial reports, reviews the non-financial reporting and determines focal areas of the audit and +the audit fee +▪Prepares the Supervisory Board's resolution approving the statement on the German Corporate +Governance Code pursuant to section 161 of the AktG and the corporate governance statement in +accordance with section 289f of the HGB +"Control procedures on related-party transactions pursuant to section 111a (2) sentence 2 AktG +1) Employee representatives. +2) The by section 100 (5) AktG required expertise in auditing is covered by Ms Barbara Lambert and the expertise in financial reporting is covered by Mr Michael +Rüdiger.The curricula vitae can be found at: www.deutsche-boerse.com > Investor Relations > Corporate Governance > Supervisory Board. +125 +"Monitors the audit, particularly the selection and the independence of the external auditors, the +quality of the audit and the additional services provided by the auditors +Deutsche Börse Group | Annual report 2021 +▪ Prerequisites for the chair of the committee: the person concerned must be independent, and must +have specialist knowledge and experience of applying accounting principles as well as internal +control and risk management processes (financial expert) +▪At least four members who are elected by the Supervisory Board +(until 19 May 2021) +■Markus Beck¹ +(until 17 November 2021) +Katrin Behrens¹ +(since 1 December 2021) +Andreas Gottschling +Oliver Greie¹ (from 19 May 2021 to +"At least one member with financial reporting expertise and one other member with auditing +expertise² +17 November 2021) +■Susann Just-Marx¹ +▪ Achim Karle¹ +(since 1 December 2021) +▪ Michael Rüdiger +■Jutta Stuhlfauth¹ +(until 17 November 2021) +Composition +(since 1 December 2021) +Executive and Supervisory Boards +Management report | Corporate governance statement +Financial statements and notes +Remuneration Report +"At least five other members who are elected by the Supervisory Board +Responsibilities +"Addresses succession planning for the Executive Board +▪Develops a diversity concept for the Supervisory Board +"Deals with the annual assessment of the structure, size, composition and performance of the +Executive Board and Supervisory Board, as well as possible improvements +"Deals with the annual assessment of the qualification requirements of individual members of the +Executive Board and Supervisory Board, and the Executive Board and Supervisory Board as a +whole +▪Reviews the policy for selection and appointment of members of the Executive Board and makes +recommendations to the Supervisory Board in this regard +■Chaired by the Chair of the Supervisory Board +■ Proposes suitable candidates to the Supervisory Board for inclusion in the Supervisory Board's +election proposal to the Annual General Meeting (the proposal is submitted by shareholder +representatives), including the regular review of the concrete targets and a job description on +which proposals are based +▪ Deals with aggregate remuneration and retirement benefits of individual Executive Board members +and determines payments to surviving dependants and any other similar payments; regularly +reviews the reasonableness of Executive Board remuneration and develops proposals for any +adjustments where required +"Deals with the remuneration system for the Executive Board and Supervisory Board and the +remuneration report prepared in accordance with section 162 AktG +▪ Approves appointments of members of Deutsche Börse AG's Executive Board to other executive +boards, supervisory boards, advisory boards and similar boards, as well as other part-time work +and honorary appointments, including any exemptions from the approval requirement +"Approves the grant or revocation of general powers of attorney +▪Approves cases in which the Executive Board grants employees retirement pensions or other +individually negotiated retirement benefits, or proposes to enter into employer/works council +agreements establishing pension plans +▪Decides on deferring publication of insider information and on drafting ad hoc notifications on +information for which the Supervisory Board is responsible +■ Other tasks and duties set forth in section 4b (5) of the BörsG +▪ Enters into, amends or terminates service agreements within the framework defined by the +Supervisory Board +Composition +1) Employee representatives. +'Amy Yip (until 19 May 2021) +Further information +<3 +Nomination Committee +Members +■Martin Jetter (Chair) +"Nadine Absenger¹ +(since 19 May 2021) +■Markus Beck¹ +"Anja Greenwood¹ +(since 1 December 2021) +Michael Rüdiger +■Clara-Christina Streit +(since 19 May 2021) +"Jutta Stuhlfauth¹ +(until 17 November 2021) +"Gerd Tausendfreund¹ +(until 19 May 2021) +"Charles Stonehill +Composition +"At least four members who are elected by the Supervisory Board +Responsibilities +Regulatory +requirements +Martin Jetter (Chair) ++ ++ ++ ++ +Clearing, +settlement and +custody +business +Karl-Heinz Flöther ++ ++ +Andreas Gottschling ++ ++ +Barbara Lambert ++ ++ +Information +technology and +security, +digitalisation +and +Capital markets, business models of stock exchanges and data business +Accounting, finance, audit +■ Risk management and compliance +■ Information technology and security, digitalisation +■ Clearing, settlement and custody business +Regulatory requirements +compliance +The current composition of the Supervisory Board fulfils these criteria concerning the qualification of its +members. +Capital markets, +business +Risk +models of stock +exchanges and +management +data business +Accounting, +finance, audit +Supervisory Board members' general qualification requirements ++ ++ ++ +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Corporate governance statement +Financial statements and notes +Remuneration Report +Further information +<3 +129 +Independence of Supervisory Board members +In the opinion of the shareholder representatives on the Supervisory Board, all of them are independent. +Diversity concept for the Executive Board and the Supervisory Board +The diversity concept for the Executive Board and the Supervisory Board, as adopted by the Supervisory +Board in accordance with section 289f (2) no. 6 HGB, has the objective of ensuring a wide range of +perspectives and experience through the composition of both bodies. The concept is implemented within +the scope of selecting and appointing new Executive Board members or regarding proposals for election +of new Supervisory Board members. +Flexible age limit and term of office +The Supervisory Board considers the flexible age limit stipulated in the bylaws (generally 70 years) when +nominating candidates for election by the Annual General Meeting. Furthermore, the Supervisory Board's +bylaws provide for a general limitation to members' maximum term of office to twelve years, which the +Supervisory Board shall also consider in its nominations of candidates to the Annual General Meeting. +The flexible age limit for members of the Executive Board provides for the term of office to expire at the +end of the month during which a member reaches the age of 60 years. From the month during which an +Executive Board member has reached the age of 60, reappointment is permitted for a period of one year +in each case, provided that the last term of office shall expire at the end of the month during which the +Executive Board member reaches the age of 65. When appointing members of the Executive Board, the +Supervisory Board pursues the objective of achieving an optimal composition of the Executive Board +from the company's perspective. In this context, experience and industry knowledge, as well as +professional and personal qualifications, play a major role. Depending on the Executive Board position to +be filled, it is not just the scope and depth of skills that is decisive, but also whether the specific skills +are up to date. The flexible age limit has been deliberately worded to preserve the Supervisory Board's +flexibility in taking decisions on appointments. +In accordance with recommendation C.6 of the Code, the Supervisory Board shall be comprised of what +it considers to be an appropriate number of independent shareholder representatives. The shareholder +representatives on the Supervisory Board therefore decided that at least half the shareholder +representatives on the Supervisory Board shall be independent. Supervisory Board members are +considered to be independent within the meaning of C.6 of the Code if they are independent of the +company and its Executive Board and independent of any controlling shareholder. In particular, +Supervisory Board members are no longer to be considered independent if they have a personal or +business relationship with the company or its Executive Board that may cause a substantial (and not +merely temporary) conflict of interest. According to recommendation C.7 of the Code, more than half the +shareholder representatives shall be independent of the company and the Executive Board. ++ ++ +Chong Lee Tan +Michael Rüdiger ++ ++ ++ ++ ++ +Charles Stonehill ++ ++ ++ +Clara-Christina Streit ++ ++ ++ ++ +■ +"Nadine Absenger¹ +The general qualifications refer to the Supervisory Board in its entirety. At least two of its members +should have sound knowledge, especially concerning the following topics: +General qualification requirements +(since 8 December 2021) +■Clara-Christina Streit +"Jutta Stuhlfauth¹ +(until 17 November 2021) +1) Employee representatives +Composition +■Markus Beck¹ +"Chaired by the Chair of the Supervisory Board +Responsibilities +"Time-sensitive affairs +Mediation Committee +Members +"Martin Jetter (Chair) +▪Markus Beck¹ +■Deputy Chair of the Supervisory Board as well as one shareholder representative and one +employee representative who are elected by the Supervisory Board +(since 8 December 2021) +■Nadine Absenger¹ +Members +■Supports the Supervisory Board in meeting its supervisory duties with respect to the information +technology used to execute the Group's business strategy and with respect to information security +"Advises on IT strategy and architecture +"Oversees monitoring of technological innovations, the provision of IT services, the technical +performance and stability of IT systems, operational IT risks, and information security services and +risks +■Daniel Vollstedt¹ +(since 1 December 2021) +■ Amy Yip (until 19 May 2021) +1) Employee representatives. +Martin Jetter (Chair) +127 +Executive and Supervisory Boards +Management report | Corporate governance statement +Financial statements and notes +Remuneration Report +Further information +<3 +Chairman's Committee +Deutsche Börse Group | Annual report 2021 +▪ Katrin Behrens¹ +"Karl-Heinz Flöther +■Susann Just-Marx¹ +Further information +Individual (basic) qualification requirements +Ideally, each Supervisory Board member holds the following basic qualifications: +■ +Understanding of commercial issues +Analytical and strategic skills +Remuneration Report +Understanding of the corporate governance system +Knowledge of the financial services sector +- +Understanding of Deutsche Börse AG's activities +■ +Understanding of Deutsche Börse Group's structure +■ Understanding of the member's own position and responsibilities +" +Management report | Corporate governance statement +Financial statements and notes +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +(until 17 November 2021) +Jutta Stuhlfauth¹ +(until 17 November 2021) +1) Employee representatives. +Composition +"Chaired by the Chair of the Supervisory Board +▪Deputy Chairperson of the Supervisory Board as well as one shareholder representative and one +employee representative each +Responsibilities +■Tasks and duties pursuant to section 27 (3) MitbestG +Targets for composition and qualification requirements of the Supervisory Board +In accordance with recommendation C.1 of the Code, the Supervisory Board has adopted a catalogue of +specific targets concerning its composition that should serve above all as a basis for the nomination of +future members. These targets are reviewed regularly and adjusted as necessary. They include +qualification requirements as well as diversity targets. Furthermore, members shall have sufficient time, +as well as the personal integrity and suitability of character, to exercise their office. In addition, more +than half the shareholder representatives on the Supervisory Board shall be independent. +In the reporting year, the Supervisory Board, on the recommendation of the Nomination Committee, +added the following general qualification requirements and confirmed that the targets had been met. The +Supervisory Board, supported by the Nomination Committee, also examined the targets for the overall +board and for the individual members and confirmed that they had been met. +Qualification requirements +Given their knowledge, skills and professional experience, members of the Supervisory Board shall have +the ability to perform the duties of a supervisory board member in a company with international +business activities. The Supervisory Board has determined individual (basic) as well as general +qualification requirements. Basic requirements are derived from the business model, the concrete +targets, as well as from specific regulations applicable to Deutsche Börse Group. +128 +<3 +■Barbara Lambert (Chair) +"Examines the annual financial statements and the management report, the consolidated financial +statements and the group management report, discusses the audit report with the external auditors +and prepares the Supervisory Board's resolutions adopting the annual financial statements and +approving the consolidated financial statements, as well as the resolution on the Executive Board's +proposal on the appropriation of profit +Audit Committee +Executive and Supervisory Boards +Management report | Corporate governance statement +Financial statements and notes +Remuneration Report +Further information +Risk and control management policies +<3 +Functioning control systems are an important part of stable business processes. Deutsche Börse Group's +enterprise-wide control systems are embedded in an overarching framework. This comprises, among +other things, the legal requirements, the recommendations of the German Corporate Governance Code, +international regulations and recommendations and other company-specific policies. The executives +responsible for the different elements of the control system are in close contact with each other and with +the Executive Board, and report regularly to the Supervisory Board or its committees. Equally, the Group +has an enterprise-wide risk management system that covers and provides mandatory rules for functions, +processes and responsibilities. Details of the internal control system and risk management at Deutsche +Börse Group can be found in the section "Risk management". +Working practices of the Executive Board and the Supervisory Board +An important fundamental principle of the German Stock Corporation Act is the dual board system +which assigns separate, independent responsibilities to the Executive Board and the Supervisory Board. +These responsibilities and their implementation at Deutsche Börse AG are set out in detail in the +following paragraphs. +Both boards perform their duties in the interests of the company and with the aim of achieving a +sustainable, long-term increase in value. Their actions are based on the principle of responsible +corporate governance. Therefore, Deutsche Börse AG's Executive Board and Supervisory Board work +closely together in a spirit of mutual trust, with the Executive Board providing the Supervisory Board with +comprehensive information on the company's and the Group's position and the course of business in a +regular and timely manner. In addition, the Executive Board regularly informs the Supervisory Board +concerning issues relating to corporate planning, the risk situation and risk management, compliance +and the company's control systems. The strategic orientation of the company is examined in detail and +agreed upon with the Supervisory Board. Implementation of the relevant measures is discussed at +regular intervals. The Chief Executive Officer reports to the Supervisory Board without undue delay, orally +or in writing, on matters that are of special importance to the company. +In addition, the CEO keeps the Chair of the Supervisory Board continuously and regularly informed of the +current developments affecting the company's business, significant transactions, upcoming decisions +and the long-term outlook and discusses these issues with him or her. The Supervisory Board may also +request reports from the Executive Board at any time, especially on matters and business transactions at +Deutsche Börse AG and subsidiaries that have a significant impact on Deutsche Börse AG's position. The +bylaws for the Executive Board and Supervisory Board govern the corresponding information rights and +obligations of the Executive Board and Supervisory Board in detail. +Deutsche Börse AG's Executive Board +The Executive Board manages Deutsche Börse AG and Deutsche Börse Group; it had six members +during the reporting period. The main duties of the Executive Board include defining the Group's +corporate goals and sustainable strategic orientation, managing and monitoring the operating units, as +well as establishing and monitoring an efficient risk management system. The Executive Board is +responsible for preparing the annual and consolidated financial statements of Deutsche Börse AG, as +well as for producing financial information during the course of the year. In addition, it must ensure the +company's compliance with legal requirements and official regulations. +122 +Deutsche Börse Group | Annual report 2021 +Deutsche Börse Group | Annual report 2021 +121 +Deutsche Börse Group plays an active role in the fight against breaches of rules and regulations. One +example is Deutsche Börse Group's whistleblowing system, which provides a channel to report non- +compliant behaviour. Deutsche Börse Group uses the Business Keeper Monitoring System (BKMS®), an +online application that enables employees, clients and third parties to report matters that could be +criminal offences and incidents of non-compliance by employees or third parties concerning the business +of Deutsche Börse Group. Reports can be in their own name or anonymously and can be made around +the clock. +Members +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Corporate governance statement +Financial statements and notes +Remuneration Report +Further information +Sustainability in corporate governance +<3 +Sustainability is of significant importance for the corporate strategy of Deutsche Börse Group. It is +therefore an essential element of corporate governance at the level of both the Executive Board and the +Supervisory Board. The Executive Board of Deutsche Börse AG takes all strategic decisions concerning +sustainability matters at Deutsche Börse Group. It is supported on the one hand by the interdisciplinary +Group Sustainability Board, which is chaired by the CFO. This board takes fundamental decisions, alone +or in coordination with the Executive Board, on company initiatives relating to environmental, social and +governance topics (ESG). It also reviews and evaluates sustainability projects and defines quantifiable +targets and timelines for them. The Group ESG Strategy, which reports to the CEO, provides support by +coordinating overarching ESG product initiatives, managing the ESG reporting and continuously +monitoring the ESG profile and climate strategy of Deutsche Börse AG. +At the level of the Supervisory Board, the responsibilities of the existing Strategy Committee were +expanded in the reporting year to reflect the strategic importance of sustainability and the Strategy and +Sustainability Committee was formed. In addition to embedding ESG in the work of the Supervisory +Board in this way, it is particularly important for the board as a whole and in the other Supervisory +Board committees, especially the Audit Committee, the Risk Committee and the Nomination Committee. +Current, relevant sustainability aspects also form part of the training programme for the Executive Board +and Supervisory Board and are dealt with in workshops and seminars. +Further information on this subject can be found online at www.deutsche-boerse.com > Sustainability. +More information about the Supervisory Board committee Strategy and Sustainability can be found in the +chapter "Supervisory Board committees". +Sector-specific policies +Deutsche Börse Group's pivotal role in the financial sector requires that it handles information - and +especially sensitive data and facts - responsibly. A number of rules are in force throughout the Group to +ensure that employees comply with this. These cover both legal requirements and special policies +applicable to the relevant industry segments, such as the whistleblowing system and risk and control +management policies. +Whistleblowing system +Further information regarding the whistleblowing system can be found at www.deutsche-boerse.com +Our Company > Contact > Whistleblower system. +Executive and Supervisory Boards +130 +Financial statements and notes +The Supervisory Board reviews the knowledge, skill and experience of the Executive Board and +Supervisory Board and their members regularly, at least once a year, and examines the structure, size, +composition and performance of the Executive Board and Supervisory Board. Its review is based on +concrete targets. The Supervisory Board also regularly, at least once a year, reviews the effectiveness of +its work, discusses opportunities for improvement and decides on suitable measures if necessary. The +concrete targets are described in the chapter "Targets for composition and qualification requirements of +the Supervisory Board" and the annual effectiveness test is described in the chapter "Examination of the +effectiveness of Supervisory Board work". +The Supervisory Board Chair is in regular contact with the representatives of shareholders and +employees on the Supervisory Board, in addition to the scheduled meetings. +Supervisory Board committees +The Supervisory Board's goal in establishing committees is to improve the efficiency of its work by +examining complex matters in smaller groups that prepare them for the plenary meeting of the +Supervisory Board. Additionally, the Supervisory Board has delegated individual decision-making powers +to the committees, to the extent that this is legally permissible. The Supervisory Board had seven +committees in the reporting period. The responsibilities of the existing Strategy Committee were +expanded to form a Strategy and Sustainability Committee. For details of the committees, please refer to +the tables "Supervisory Board committees in the reporting year: composition and responsibilities”. Their +individual responsibilities are governed by the Supervisory Board's bylaws. The committees' rules of +procedure correspond to those for the plenary meeting of the Supervisory Board. Details of the current +duties and members of the individual committees can be found online at www.deutsche-boerse.com > +Corporate Governance > Investor Relations > Supervisory Board > Committees. +The chairs of the individual committees report to the plenary meeting about the subjects addressed and +resolutions passed in the committee meetings. Information on the Supervisory Board's concrete work +and meetings during the reporting period can be found in the report of the Supervisory Board. +More information on the Supervisory Board and its committees, the individual members and their +appointments and biographies, can be found at: www.deutsche-boerse.com > Corporate Governance > +Investor Relations > Supervisory Board. +124 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Corporate governance statement +Financial statements and notes +Remuneration Report +Further information +<3 +Supervisory Board committees in the reporting year: composition and responsibilities +of Procedure. +The Supervisory Board holds at least six regular meetings every year. In addition, extraordinary meetings +are held as required. The committees also hold regular meetings. Unless mandatory statutory provisions +or the Articles of Associations call for a different procedure, the Supervisory Board passes its resolutions +by a simple majority. If a vote is tied, the Chair has the casting vote. The work of the Supervisory Board +and its committees is defined by the Rules of Procedure for the Supervisory Board, which is available at +www.deutsche-boerse.com > Investor Relations > Corporate Governance > Supervisory Board > Rules +Management report | Corporate governance statement +Further information +Remuneration Report +<3 +<3 +The members of the Executive Board are jointly responsible for all aspects of management. Irrespective +of this collective responsibility, the individual members manage the company's business areas assigned +to them in the Executive Board's schedule of responsibilities independently and are personally +responsible for them. In addition to the business areas, the functional areas of responsibility are that of +the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the Chief Information Officer/ Chief +Operating Officer (CIO/COO) and HR & Compliance. The business areas cover the operating business +units, such as the company's cash market activities, the derivatives business, securities settlement and +custody and the market data and financial information business. Details can be found in the "Overview +of Deutsche Börse Group - Organisational structure" section. +Further details of the Executive Board's work are set out in the bylaws that the Supervisory Board has +adopted for the Executive Board. Among other things, these list issues that are reserved for the entire +Executive Board, special measures requiring the approval of the Supervisory Board, other procedural +details and the arrangements for passing resolutions. The Executive Board holds regular meetings; these +are convened by the CEO, who coordinates the Executive Board's work. Any Executive Board member +can require a meeting to be convened. In accordance with its bylaws, the entire Executive Board +normally takes decisions on the basis of resolutions passed by a simple majority of the members voting +on them in each case. If a vote is tied, the CEO has the casting vote. +More information on the Executive Board, its composition, members' individual appointments and +biographies can be found at www.deutsche-boerse.com > Investor Relations > Corporate Governance > +Executive Board. +Deutsche Börse AG's Supervisory Board +Further information +The Supervisory Board consists of 16 members, made up of an equal number of shareholder +representatives and employee representatives in line with the German Mitbestimmungsgesetz (MitbestG, +German Co-determination Act). The term of office of the current members ends at the Annual General +Meeting in 2024. The same applies to the employee representatives elected to the Supervisory Board of +Deutsche Börse AG in the reporting year. The election procedure was interrupted by the COVID-19 +pandemic and was completed on 17 November 2021. In the period between the Annual General +Meeting on 19 May 2021 and the close of the election procedure the employee representatives were +appointed as Supervisory Board members by the district court. +Remuneration Report +The Supervisory Board supervises and advises the Executive Board in its management of the company. +It supports the Executive Board in significant business decisions and provides assistance on strategically +important issues. The Supervisory Board has specified measures requiring its approval in the bylaws for +the Executive Board. In addition, the Supervisory Board is responsible for appointing the members of the +Executive Board, deciding on their total remuneration and examining Deutsche Börse AG's annual and +consolidated financial statements and the combined management report. Details of the Supervisory +Board's work during the 2021 financial year can be found in the report of the Supervisory Board. +Management report | Corporate governance statement +Financial statements and notes +Deutsche Börse Group | Annual report 2021 +123 +Executive and Supervisory Boards +Remuneration Report +<3 +Ad hoc disclosures, information on directors' dealings and voting rights notifications, corporate reports +and interim reports, and company news can all be found on Deutsche Börse's website www.deutsche- +boerse.com. Deutsche Börse AG provides information about its annual and consolidated financial +statements as well as interim reports in conference calls for analysts and investors. Furthermore, a +regular investor day is held and Deutsche Börse continuously outlines its strategy and business +developments to everyone who is interested, abiding by the principle that all target groups worldwide +must be informed at the same time. +Additionally, Deutsche Börse AG submitted a COP for 2021 to the UN Global Compact. Good corporate +governance is one of Deutsche Börse Group's core concerns. The Group has complied with the Global +Compact's principles for many years. Public records of this have been available since the company +officially joined the initiative in 2009: www.deutsche-boerse.com > Sustainability > Our ESG profile > +Global initiatives > UN Global Compact. +Accounting and auditing +Deutsche Börse AG's annual report provides shareholders and interested members of the public with +detailed information on Deutsche Börse Group's business performance during the reporting period. +Additional information is published in its half-yearly financial report and two quarterly statements. The +annual financial statement documents and the annual report are published within 90 days of the end of +the financial year (31 December); intra-year financial information (half-yearly financial report and +quarterly statements) is made available within 45 days of the end of the relevant quarter or six-month +period. Following preparations by the Audit Committee, the annual and consolidated financial statements +are discussed by the entire Supervisory Board and with the external auditors, examined, and then +approved. The Executive Board discusses the half-yearly report and the quarterly statements for the first +and third quarters with the Supervisory Board's Audit Committee prior to their publication. The half- +yearly financial report is reviewed by the external auditors. +Following an extensive selection process by the Supervisory Board, the Annual General Meeting 2021 +elected PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, (PwC) as +the new auditors for the annual and consolidated financial statements 2021 and for the auditor's review +of the half-yearly financial report in the reporting year. PwC was also engaged to perform a review of the +contents of the remuneration report during the 2021 financial year. The auditors responsible are Marc +Billeb and Dr Michael Rönnberg. The Supervisory Board's proposal was based on a corresponding +recommendation by the Audit Committee, which had obtained the necessary statement of independence +from PwC before the election. This states that there are no personal, business, financial or other +relationships between the auditor, its governing bodies and audit managers on the one hand, and the +company and the members of its Executive and Supervisory Boards on the other, that could give cause +to doubt the auditor's independence. The Audit Committee checked that this continued to be the case +during the reporting period. It also oversaw the financial reporting process in 2021. The Supervisory +Board was informed in a timely manner of the committee's work and the insights gained; there were no +material findings. Information on audit services and fees is provided in "Note 6 to the consolidated +financial statements". +136 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Deutsche Börse AG (disclosures based on HGB) +Financial statements and notes +Further information +Performance figures for Deutsche Börse AG +The annual financial statements of Deutsche Börse AG are prepared in accordance with the provisions of +the German Commercial Code (Handelsgesetzbuch, HGB) and the supplementary provisions of the +German Stock Corporation Act (Aktiengesetz, AktG) and are the underlying basis for the explanations +that follow. +Business and operating environment +General position +Deutsche Börse AG is the parent company of Deutsche Börse Group. The parent company's business +activities include first and foremost the cash and derivatives markets, which are reflected in the Eurex +(financial derivatives) and Xetra (cash equities) segments. Deutsche Börse AG also operates essential +parts of Deutsche Börse Group's information technology. The development of Deutsche Börse Group's +Clearstream (post-trading) segment is reflected in Deutsche Börse AG's business development, primarily +due to the profit and loss transfer agreement with Clearstream Holding AG. Contributions from the IFS +(investment fund services) segment of Deutsche Börse Group, in contrast, play a lesser role for Deutsche +Börse AG. Despite this, the business and the operating environment of Deutsche Börse AG are +essentially the same as those of Deutsche Börse Group. They are described in the section +"Macroeconomic and sector-specific environment". +Deutsche Börse AG's course of business in the reporting period +Deutsche Börse AG's revenues fell by 5.0 per cent in the 2021 financial year, which was in line with the +company's expectations. By contrast, total costs (staff costs, amortisation of intangible assets and +depreciation of property, plant and equipment and other operating expenses) rose by 4.8 per cent. Net +profit was down by 18.8 per cent compared with the previous year. Low market volatility and thus lower +activity among market participants led to cyclical headwinds in the trading-related segments (Eurex and +Xetra). In the previous reporting year, dividend income also included non-recurring positive effects. +Based on these developments, the Executive Board of Deutsche Börse AG assesses the development in +financial year 2021 in context as solid. +2021 +2020 +€m +€m +Change +% +Sales revenue +Total costs +1,485.0 +1,003.8 +16. Deutsche Börse AG (disclosures based on HGB) +Further information +Additional new functions were also offered in the reporting year to make the virtual AGM more +interactive. Here Deutsche Börse AG goes well beyond the minimum statutory requirements in the spirit +of transparency and communication with our shareholders. Shareholders had the opportunity to address +any further questions to the company during the AGM by using electronic communications technology. +The company also gave shareholders or their proxies the opportunity to comment on the agenda +beforehand, in writing or by video message. +Financial statements and notes +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Corporate governance statement +Financial statements and notes +Remuneration Report +Further information +<3 +In 2020 the Supervisory Board discussed the efficiency of its work at the initiative of the newly elected +Supervisory Board Chair Martin Jetter. Under his leadership the members of the Steering Committee, the +Chair of the Audit Committee and the Chair of the Risk Committee developed concrete measures to +increase the time available to individual Supervisory Board members for exercising their advisory +function on business and strategy-related topics. A review of how the corresponding organisational +measures had been implemented showed that they had largely been put into practice. +Long-term succession planning for the Executive Board +Together with the Executive Board, the Supervisory Board ensures that long-term succession planning +takes place. For this purpose the Supervisory Board, or its Nomination Committee, regularly - at least +once a year concerns itself with potential candidates for the Executive Board. The Chair of the +Executive Board is involved in these considerations, provided that the discussions do not refer to their +own succession. The Supervisory Board prepares an applicant profile for vacant Executive Board +positions. The Supervisory Board takes care to ensure that the knowledge, expertise and experience of +all Executive Board members is diverse and well balanced, and adheres to the adopted diversity concept. +Moreover, the Supervisory Board ensures it is informed regularly about the succession planning at the +first level beneath the Executive Board, and provides advice to the Executive Board in this regard. +Target figures for the proportion of female executives beneath the Executive Board +Deutsche Börse AG's Executive Board has defined target quotas for women on the two management +levels beneath the Executive Board, in accordance with section 76 (4) AktG, in each case referring to +Deutsche Börse AG. By 31 December 2021, the proportion of women holding positions in the first and +second management levels beneath the Executive Board was planned to reach 15 per cent and 20 per +cent, respectively. As of 31 December 2021, the share of women holding positions on the first and +second management levels beneath the Executive Board at Deutsche Börse AG in Germany was 14 per +cent and 22 per cent, respectively. +Moreover, the Executive Board had adopted a voluntary commitment to Group-wide increase in the share +of women holding management positions (first three management levels below the Executive Board) to +20 per cent by 31 December 2021, and of women holding lower management positions to 30 per cent +during the same period. This voluntary commitment in fact went further than the statutory obligation. +Firstly, the target figures determined in this context relate to Deutsche Börse Group worldwide. Secondly, +the definition of management levels/positions was expanded to include heads of teams, for example. On +a global level, as at 31 December 2021, these quotas stood at 21 per cent for upper management levels +and 30 per cent for lower management positions. +134 +Remuneration Report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Corporate governance statement +Financial statements and notes +Remuneration Report +Further information +Shareholder representation, transparent reporting and communication +Shareholders exercise their rights at the Annual General Meeting (AGM). In the spirit of good corporate +governance, Deutsche Börse AG aims to make it as easy as possible for shareholders to exercise their +shareholder rights. For instance, Deutsche Börse AG shareholders may follow the AGM over the internet +and can be represented at the AGM by proxies nominated by Deutsche Börse AG. These proxies exercise +voting rights solely in accordance with shareholders' instructions. Additionally, shareholders may exercise +their voting rights by post or online. Among other things, the AGM elects the shareholder representatives +to the Supervisory Board and decides on formal approval for the actions of the Executive Board and the +Supervisory Board. It also passes resolutions on the appropriation of the unappropriated surplus, +resolves on capitalisation measures and approves intercompany agreements and amendments to +Deutsche Börse AG's Articles of Association and appoints the external auditors. Ordinary AGMs - at +which the Executive Board and the Supervisory Board give an account for the past financial year – take +place once a year. +- +In view of the ongoing effects of the COVID-19 pandemic the Executive Board decided in agreement with +the Supervisory Board to hold the Annual General Meeting once again as a virtual event in the reporting +year, without the physical presence of shareholders or their proxies as provided for by section 1 (2) +sentence 1 (6) Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-, Stiftungs- und +Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der COVID-19-Pandemie (Act on +Measures in Corporate, Cooperative, Association, Foundation and Residential Property Law to Combat +the Effects of the COVID-19 pandemic) (extended and amended by Art. 11 of the Act of 22 December +2020, BGBI. I p. 3332). Shareholders were able to follow the entire Annual General Meeting live online +and exercise their voting rights by means of postal voting or appointing the company proxies. +Additionally, the company voluntarily published the speeches by the Chairs of the Executive Board and +Supervisory Board ahead of the Annual General Meeting, enabling shareholders to submit questions +about them in advance too. Questions could be submitted to the company electronically up to one day +before the Annual General Meeting and were answered in full during the meeting. +To maximise transparency and ensure equal access to information, Deutsche Börse AG's corporate +communications generally follow the rule that all target groups should receive all relevant information +simultaneously. Deutsche Börse AG's financial calendar informs shareholders, analysts, shareholders' +associations, the media and interested members of the public of key events such as the date of the +AGM, or publication dates for financial performance indicators. +135 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Corporate governance statement +1,563.3 +- 5.0 +- 18.8 +4.8 +Deutsche Börse AG's result from equity investments for the 2021 financial year totalled €652.5 million +(2020: €765.2 million). Among others, it consisted of dividend income of €298.1 million (2020: +€348.2 million) and income from the transfer of profits of €349.4 million (2020: €401.4 million). +138 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Deutsche Börse AG (disclosures based on HGB) +Financial statements and notes +Remuneration Report +Further information +<3 +Earnings before interest, tax, depreciation and amortisation (EBITDA) fell to €1,233.9 million (2020: +€1,470.2 million). Net profit for the period amounted to €943.3 million, a fall of 18.8 per cent (2020: +€1,161.9 million). +Sales revenue by segment +Eurex (financial derivatives) +EEX (commodities) +360T (foreign exchange) +Total expenses for 2021 include €347.4 million in internal Group transfer expenses (2020: +€333.7 million). +Xetra (securities trading) +IFS (investment fund services) +Qontigo (index and analytics business) +Total +Sales revenue by geographical regions +Germany +Other European Union +Other Europe +America +Asia/Pacific +Total +Overview of total costs +Staff costs +Depreciation and amortisation +Other operating expenses +Clearstream (post-trading) +957.7 +Other operating expenses were up 4.4 per cent year-on-year, to €680.3 million (2020: €651.4 million). +The company's total costs of €1,003.8 million were up 4.8 per cent year-on-year (2020: €957.7 +million). For a breakdown, please refer to the table "Overview of total costs". Staff costs rose by 6.3 per +cent year-on-year during the year under review, to €258.4 million (2020: €243.1 million). The higher +staff costs are mainly due to the increase in the number of employees. Staff numbers increased from an +average of 1,572 in the prior year to 1,664 in the 2021 financial year. +Net income from equity investments +652.5 +EBITDA +1,233.9 +765.2 +1,470.2 +- 14.7 +- 16.1 +Net profit for the period +943.3 +1,161.9 +- 18.8 +Earnings per share (€)¹ +5.14 +6.33 +Amortisation of intangible assets and depreciation of property, plant and equipment increased to a total +of €65.1 million in the year under review (2020: €63.2 million). +133 +137 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Deutsche Börse AG (disclosures based on HGB) +Financial statements and notes +Remuneration Report +Further information +<3 +Results of operations of Deutsche Börse AG +Deutsche Börse AG's net revenue decreased by 5.0 per cent in 2021 to €1,485.0 million (2020: +€1,563.3 million). At €922.7 million, the largest contribution to revenue came from the Eurex (financial +derivatives) segment (2020: €1,017.7 million). The breakdown of revenue by company segment is +provided in the "Sales revenue by segment" table. The “Sales revenue by geographical region" table +shows the distribution of sales by geographical regions. +For more information on the development of the Eurex (financial derivatives) segment, please refer to +the "Eurex (financial derivatives) segment" section. +The revenue contributed by the EEX (commodities) and 360T (foreign exchange) segments is generated +mainly by IT services. Therefore, the explanations in the "EEX (commodities) segment" and "360T +(foreign exchange) segment" sections relate only indirectly to Deutsche Börse AG. The result of +operations for the Qontigo segment (index and analytics business) is presented in the section “Qontigo +segment (index and analytics business). It should be noted that the business development of the +STOXX Ltd. subsidiary does not directly impact upon the business performance of Deutsche Börse AG. +Comments on the business development in the Xetra (cash equities) segment can largely be found in +the "Xetra (cash equities) segment" section. Revenue attributable to the Clearstream (post-trading) and +IFS (investment fund services) segments result from the IT services Deutsche Börse AG provides to +companies belonging to the Clearstream Holding subgroup. +Other operating income went down to €39.8 million during the year under review (2020: €50.4 +million). +Income for financial year 2021 includes transfer income of €256.3 million from other companies in the +Group (2020: €232.8 million). +1) Calculation based on weighted average of shares outstanding +Deutsche Börse AG regards regular reviews of the effectiveness of Supervisory Board work - in +accordance with recommendation D.13 of the Code - as a key component of good corporate +governance. The annual self-assessment is supported by an external service provider every third year, +most recently in 2019. The 2021 effectiveness examination was completed in the third quarter by +means of a structured questionnaire and focusing on the tasks and composition of the Supervisory +Board, co-operation between Supervisory Board members and between the Executive Board and the +Supervisory Board, Supervisory Board meetings and Supervisory Board committees. In the reporting +year the questionnaire was expanded to include current topics regarding ESG criteria in the work of the +Supervisory Board, the format of meetings, conference technology and attendance fees. The review +yielded positive results, both in terms of overall effectiveness as well as regarding the audited subject +areas. Where it identifies room for improvement, optimising proposals were discussed by the Supervisory +Board and measures for their execution implemented. +Educational and professional background +As a matter of principle, Supervisory Board members are responsible for their continuing professional +development. Deutsche Börse AG follows recommendation D.12 of the Code and the guidelines of the +European Securities and Markets Authority (ESMA) on management bodies of market operators and data +reporting services providers, and supports Supervisory Board members in this endeavour. For example, it +organises targeted introductory events for new Supervisory Board members and workshops on selected +strategy issues as well as on professional topics. In addition to one strategy and two technology +workshops, the Supervisory Board held a workshop on risk and compliance matters in the reporting +period. In individual cases, Deutsche Börse AG assumes the costs incurred for third-party training, as +part of its own training programme “Qualified Supervisory Board" for Supervisory Board members, for +instance. +8.7 +6,7 +0.1 +1,485.0 +1,563.3 +- 5.0 +2021 +€m +2020 +€m +Change +% +258.4 +243.1 +6.3 +65.1 +63.2 +3.0 +680.3 +651.4 +4.4 +1,003.8 +957.7 +4.8 +139 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Deutsche Börse AG (disclosures based on HGB) +Financial statements and notes +Remuneration Report +Further information +0.0 +92.0 +92.5 +- 3.4 +480.5 +0.6 +468.3 +478.4 +Change +% +2020 +€m +2021 +€m +- 5.0 +1,563.3 +1,485.0 +51.3 +3.9 +5.9 +12.7 +<3 +23.7 +9.3 +111.9 +122.3 +-0.7 +387.3 +384.6 +16.7 +0.6 +0.7 +21.4 +517.6 +- 2.4 +424.9 +478.7 +26.7 +Examination of the effectiveness of Supervisory Board work +Development of profitability +Financial position of Deutsche Börse AG +131 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Corporate governance statement +Financial statements and notes +Remuneration Report +Further information +<3 +For the Executive Board, the Act to Supplement and Amend the Regulations for the Equal Participation of +Women in Leadership Positions in the Private and Public Sector (FüPoG II) dated 10 June 2021 has +introduced a statutory minimum participation requirement. Executive Boards of listed companies with +more than three Executive Board members are required to have at least one woman and one man on the +board (sec. 76 para. 3a AktG (new version)). This statutory minimum participation requirement replaces +the obligation of companies to set a legally non-binding target quota. Although FüPoG II grants a grace +period for compliance with the enhanced rules Deutsche Börse AG does already fulfil the new statutory +requirement and does also report in accordance with section 289f para. 2 no. 5a HGB (new version). +In accordance with previous legal standards, Deutsche Börse AG's Supervisory Board had defined a +target quota for women on the Executive Board in accordance with section 111 (5) AktG (old version). +The first minimum target – 20 per cent of the Executive Board members were to be women - was +complied with by the end of the implementation period on 30 June 2017. The quota of women on the +Executive Board was 20 per cent at this time. Effective 1 July 2017, the Supervisory Board decided to +extend the 20 per cent target quota of women on the Executive Board until 31 December 2021. This +quota, however, declined due to the increase of the Executive Board to six members as of 1 July 2018, +despite the fact that the actual number of women on the Executive Board did not change. The quota of +women on the Executive Board on 31 December 2021 was 16.7 per cent. +International profile +The composition of the Executive Board and the Supervisory Board shall reflect the company's +international activities. With Barbara Lambert, Charles Stonehill, Clara-Christina Streit and Chong Lee +Tan, there are four shareholder representatives on the Supervisory Board who are not or not exclusively +German citizens. Cornelis Kruijssen, employee representative on the Supervisory Board until +17 November 2021, has Dutch nationality. In addition, many of the members of the Supervisory Board +have long-term professional experience in the international field or are working abroad on a permanent +basis. The Supervisory Board will therefore continue to meet the objectives concerning its international +composition. +The same applies to the Executive Board, where Stephan Leithner holds non-German citizenship, and +whose members have gained long-standing international working experience as well. +The Supervisory Board has set itself the objective of considering an appropriate range of educational and +professional backgrounds regarding its own composition, as well as regarding the composition of the +Executive Board. The composition of both the Supervisory Board and the Executive Board reflect these +objectives. In addition to possessing professional experience in the financial services industry, members +of the Executive Board and the Supervisory Board also have a professional background in consultancy, +the IT sector, auditing, administration and regulation. In terms of academic education, most members +have business, economics or legal degrees, in addition to backgrounds in IT, engineering and other +areas. Education and professional experience thus also contribute to fulfilling the previously mentioned +qualification requirements for Supervisory Board members. +132 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Corporate governance statement +Financial statements and notes +Remuneration Report +Further information +<3 +The composition of both Deutsche Börse AG's Supervisory Board and Executive Board is in line with the +objectives stated above. Please refer to www.deutsche-boerse.com > Investor Relations > Corporate +Governance Supervisory Board for further information concerning the members of the Supervisory +Board and its committees. For further information concerning the members of the Executive Board, +please see www.deutsche-boerse.com > Investor Relations > Corporate Governance > Executive Board. +Preparing the election of a shareholder representative to the Supervisory Board +The Supervisory Board's Nomination Committee - whose task it is to propose suitable candidates to the +Supervisory Board for its proposal to the Annual General Meeting - has discussed the matter of a +successor to Karl-Heinz Flöther, who is expected to leave the Supervisory Board in May 2022. Mr +Flöther decided to step down because he will then have been a Supervisory Board member for ten years +since 16 May 2012. +When selecting appropriate candidates, the committee has taken into account the above criteria. After +screening and holding several interviews with the candidates, the Nomination Committee has decided to +propose Shannon A. Johnston to the Supervisory Board as the candidate for election at the Annual +General Meeting. +Further information about the candidate including a CV will be published with the invitation to the +ordinary Annual General Meeting of Deutsche Börse AG on 18 May 2022 and can also be found before +the AGM at www.deutsche-boerse.com > Investor Relations > Annual General Meeting. +Training and professional development measures for members of the Supervisory Board +In detail: With regard to the Supervisory Board, the legally binding gender quota of 30 per cent in +accordance with section 96 (2) AktG applies. In order to prevent the possible discrimination of either +shareholder representatives or employee representatives, and in order to increase the planning security +in the relevant election procedures, the shareholder representatives on the Supervisory Board have +opposed the overall compliance of the quota in accordance with section 96 (2) (sentence 2) AktG. Thus, +the minimum proportion of 30 per cent is to be complied with for each gender with regard to the +shareholder representatives and the employee representatives. Based on the statutory calculation +method, this means that at least two women and two men from each the shareholder representatives +and from the employee representatives must be on the Supervisory Board. Currently, there are two +women from the shareholder representatives and four women from the employee representatives. The +legally prescribed gender quota is thus complied with. +Future personnel decisions will take this into account. +For the Executive Board, the Supervisory Board is alike determined to further increase the share of +women, while taking the current appointments into consideration. Currently, there is one female member +on the board. +30 percent of the shareholder representatives of the Supervisory Board are women and the Supervisory +Board is determined to further increase this share. +As at 31 December 2021, cash and cash equivalents amounted to €215.5 million +(2020: €518.4 million). This includes balances on current accounts, fixed-term deposits and other +short-term investments, whereby the bulk is held in cash. +Deutsche Börse AG has external credit lines available of €600.0 million (2020: €605.0 million), which +were unused as at 31 December 2021. Moreover, the company has a commercial paper programme in +place, which allows for flexible and short-term financings of up to €2.5 billion, in various currencies. +Commercial paper with a nominal value of €801.0 million (2020: €0.0 million) was in circulation at +year-end. +Through a Group-wide cash-pooling system, Deutsche Börse AG ensures an optimum allocation of +liquidity throughout Deutsche Börse Group; in this way, the parent entity makes sure that all subsidiaries +are in a position to honour their payment obligations at any time. +Deutsche Börse AG has issued three corporate bonds with a nominal value of €600 million each and +three corporate bonds with a nominal value of €500 million each. For more details concerning these +bonds, please refer to the “Financial position" section. +In the 2021 financial year, Deutsche Börse AG generated cash flow from operating activities of €906.7 +million (2020: €889.9 million). +Cash flow from investing activities amounted to €-2,978.6 million (2020: €–366.9 million). The +decline is related particularly to the investments made in the reporting year. The equity investments in +Institutional Shareholder Services Inc. increased by €1,665.4 million, in Clearstream Fund Centre AG by +€735.2 million and in Crypto Finance AG by €132.1 million. +Cash flow from financing activities amounted to €1,261.9 million in the year under review (2020: +€ 521.5 million). A dividend of €550.6 million was paid for the 2020 financial year. It was offset by +the issue of bonds with a nominal value of €1,000 million and commercial paper with a nominal value +of €801 million. Cash and cash equivalents amounted to €-761.2 million as of the reporting date +31 December 2021 (2020: €48.8 million). It is made up of liquid funds of €215.5 million (2020: +€518.4 million), less cash-pooling liabilities of €976.6 million (2020: €469.6 million). +140 +18.2 +22.1 +- 9.3 +1,017.7 +922.7 +Deutsche Börse AG's return on equity expresses the ratio of net income after taxes to average equity +available to the company during the course of 2021. Return on equity declined from 37.5 per cent in +2020 to 26.2 per cent in the year under review. +% +€m +Change +2020 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Corporate governance statement +Financial statements and notes +Remuneration Report +Further information +<3 +Theodor Weimer's term of office as Chairman of Deutsche Börse AG's Executive Board runs until +31 December 2024. Theodor Weimer will reach the age of 65 in 2024. Gregor Pottmeyer's term of +office as CFO of Deutsche Börse AG was extended until 30 September 2025. Mr Pottmeyer will reach +the age of 60 in 2022. While maintaining the general rule on a flexible age limit, the Supervisory Board +decided in view of their long-standing experience and knowledge of the sector and professional and +personal qualifications, not to renew Mr Weimer's and Mr Pottmeyer's term of office solely on an annual +basis once they reached the age of 60. +Share of women holding management positions +Deutsche Börse Group is an international company. Working at our company means collaborating with +colleagues across 69 locations from more than 100 nations. We take pride in the wealth of cultural, +professional, and personal backgrounds of our colleagues around the globe. We are committed to +maintaining, supporting, and fostering the diverse and inclusive culture of Deutsche Börse AG across all +diversity dimensions. +Regulation requires that in this report we especially reflect on a particular aspect of diversity: the share +of women holding management positions. +€m +As of today, Deutsche Börse AG is already in full compliance with statutory law regarding to the required +share of women in both the Executive Board and the Supervisory Board. This is as well particularly true +for the enhanced diversity requirements for the Executive Board introduced in German law in the year +2021. +2021 +Total +-73.0 +thereof attributable to Deutsche Börse AG shareholders +Net profit for the period +Tax expense +Earnings before tax (EBT) +Financial expense +Financial income +Earnings before interest and tax (EBIT) +Depreciation, amortisation and impairment losses +Earnings before interest, tax, depreciation, and amortisation (EBITDA) +Other result +Result of the equity method measurement of associates +Result from financial investments +Operating costs +Other operating expenses +Staff costs +Net revenue (total revenue less volume-related costs) +Volume-related costs +40.5 +3,756.4 +thereof attributable to non-controlling interests +4,446.6 +Earnings per share (basic) (€) +4 +2.8 +46.6 +21.5 +38.6 +24.3 +85.2 +7 +- 1,368.7 +- 1,551.6 +- 545.8 +- 549.5 +6 +- 822.9 +- 1,002.1 +5 +3,213.8 +3,509.5 +- 542.6 +- 937.1 +Earnings per share (diluted) (€) +2,043.1 +Total revenue +4 +268 Independent Auditor's Report +267 Responsibility statement by the Executive Board +240 Other disclosures +187 Consolidated Balance sheet disclosures +169 Consolidated income statement disclosures +156 Notes to the consolidated financial statements +155 Consolidated statement of changes in equity +153 Consolidated cash flow statement +151 Consolidated balance sheet +150 Consolidated statement of comprehensive income +149 Consolidated income statement +148 Consolidated financial statements +Consolidated financial +statements/notes +■ According to the terms of Deutsche Börse AG's €600.0 million fixed-rate bond issue 2012/2022, the +terms of Deutsche Börse AG's €500.0 million fixed-rate bond issue 2015/2025, the terms of Deutsche +Börse AG's €600.0 million fixed-rate bond issue 2018/2028, the terms of Deutsche Börse AG's +€500.0 million fixed-rate bond issue 2021/2026, and the terms of Deutsche Börse AG's +€500.0 million fixed-rate bond issue 2021/2031, the holders of the respective bonds have a +termination right in the event of a change of control (as defined in the terms of the respective bond). If +these termination rights are exercised, the bonds are repayable at par plus any accrued interest. A +change of control occurs if a person or a group of persons acting in concert, or third parties acting on +their behalf, has or have acquired more than 50 per cent of the shares of Deutsche Börse AG or the +number of Deutsche Börse AG shares required to exercise more than 50 per cent of the voting rights at +Annual General Meetings of Deutsche Börse AG. In addition, the respective bond terms require that the +change of control must adversely affect the rating given to one of the preferential unsecured debt +instruments of Deutsche Börse AG by Moody's Investors Services, Inc., S&P Global Ratings or Fitch +Ratings Limited. Further details can be found in the applicable bond terms. +■ Under the terms of Deutsche Börse AG's €600.0 million fixed-rate bond issue 2020/2047 (hybrid +bond), Deutsche Börse AG has a termination right in the event of a change of control (as defined in the +terms of the bond), which, if exercised, entitles Deutsche Börse AG to redeem the bonds at par, plus +accrued interest. If Deutsche Börse AG does not exercise this termination right, the affected bonds' +coupon will increase by an additional 500 basis points per annum. A change of control occurs if a +person or a group of persons acting in concert, or third parties acting on their behalf, has or have +acquired more than 50 per cent of the shares of Deutsche Börse AG or the number of Deutsche Börse +AG shares required to exercise more than 50 per cent of the voting rights at Annual General Meetings +of Deutsche Börse AG. In addition, the relevant bond terms require that the change of control must +adversely affect the long-term rating given to Deutsche Börse AG by Moody's Investors Services, Inc., +S&P Global Ratings or Fitch Ratings Limited. Further details can be found in the applicable bond +terms. +■ On 28 March 2017, Deutsche Börse AG and its subsidiary Clearstream Banking S.A. entered into a +multicurrency revolving facility agreement with a banking syndicate for a working capital credit totalling +up to €750.0 million. If there is a change of control, the credit relationship between Deutsche +Börse AG and the lenders can be reviewed in negotiations within a period of no more than 60 days. In +this process, each lender has the right, at its own discretion, to terminate its credit commitment and +demand partial or full repayment of the amounts owing to it. A change of control occurs if Deutsche +Börse AG no longer directly or indirectly holds the majority of Clearstream Banking S.A. or if a +person or a group of persons acting in concert acquires more than 50 per cent of the voting shares of +Deutsche Börse AG. +The following material agreements of the Company are subject to a change-of-control clause following a +takeover bid: +<3 +Further information +Deutsche Börse Group | Annual report 2021 +85.1 +Executive and Supervisory Boards +Financial statements and notes | Consolidated income statement +Other operating income +196.6 +142.7 +4 +Treasury result from banking and similar business +3,519.3 +4,218.8 +4 +Sales revenue +€m +€m +2020 +2021 +Note +<3 +for the period 1 January to 31 December 2021 +Consolidated income statement +Further information +Remuneration Report +Management report +1,869.4 +10 +- 293.7 +- 106.2 +269.0 +15 +Exchange rate differences +Items that may be reclassified subsequently to profit or loss: +- 0.3 +79.3 +-0.4 +- 29.1 +15 +- 0.4 +4.8 +25.7 +52.2 +- 25.2 +61.0 +1,125.1 +1,264.9 +€m +Other comprehensive income from investments using the equity method +€m +-0.3 +Remeasurement of cash flow hedges +150 +27.6 +91.9 +950.4 +978.0 +1,662.2 +1,570.3 +thereof attributable to non-controlling interests +thereof attributable to Deutsche Börse AG shareholders +Total comprehensive income +- 147.1 +- 146.8 +318.0 +397.3 +Other comprehensive income after tax +0.1 +- 3.4 +15 +Deferred taxes +- 40.3 +52.7 +-0.4 +Remuneration Report +2020 +Note +45.2 +55.2 +1,079.9 +1,209.7 +1,125.1 +1,264.9 +- 403.1 +- 444.4 +9 +1,528.2 +1,709.3 +- 102.9 +8 +26.0 +32.9 +8 +1,605.1 +1,749.4 +- 264.3 +22 +2021 +6.59 +22 +Deferred taxes +Other +Equity investments measured at fair value through OCI +Changes from defined benefit obligations +Items that will not be reclassified to profit or loss: +Net profit for the period reported in consolidated income statement +for the period 1 January to 31 December 2021 +income +Consolidated statement of comprehensive +<3 +Further information +Remuneration Report +Financial statements and notes | Consolidated statement of comprehensive income +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +149 +5.89 +6.58 +5.89 +Financial statements and notes +147 +Executive and Supervisory Boards +Age structure of employees +Total Deutsche Börse AG +Asia +Other European countries +France +Great Britain +Germany +Employees per country/region +On 31 December 2021, Deutsche Börse AG had employees at six locations around the world. +Information on the countries, regions, the employees' age structure and length of service are provided in +the tables that follow. +During the 2021 financial year, 86 employees left Deutsche Börse AG, resulting in a staff turnover rate +of 5 per cent. +The number of employees (as defined by HGB)¹¹ at Deutsche Börse AG rose by 50 in the reporting year +and totalled 1,686 as at 31 December 2021 (31 December 2020: 1,636). The average number of +employees at Deutsche Börse AG in the 2021 financial year was 1,664 (2020: 1,572). +<3 +Deutsche Börse AG employees +Further information +Remuneration Report +Financial statements and notes +Management report | Deutsche Börse AG (disclosures based on HGB) +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +Under 30 years +141 +30-39 years +More than 50 years +0.1 +2 +0.2 +3 +0.5 +8 +Management report | Takeover-related disclosures +15 +98.3 +1,658 +% +31 Dec 2021 +11 Employees do not include the company's legal representatives, apprentices and employees on parental leave. +Total Deutsche Börse AG +More than 15 years +5-15 years +Under 5 years +Employee length of service +Total Deutsche Börse AG +40-49 years +1,686 +5,672.4 +Non-current assets as at 31 December +- 366.9 +- 2,978.6 +889.9 +906.7 +€m +€m +2020 +2021 +<3 +Cash and cash equivalents as at 31 December +Cash flow from financing activities +Cash flow from investing activities +Cash flow from operating activities +Cash flow statement (condensed) +Further information +Remuneration Report +Management report | Deutsche Börse AG (disclosures based on HGB) +Financial statements and notes +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +1,261.9 +8,559.5 +- 521.5 +48.8 +5,480.0 +8,370.6 +Financial assets +83.2 +72.1 +Property, plant and equipment +109.2 +116.8 +Intangible assets +€m +€m +2020 +2021 +Non-current assets (condensed) +Working capital amounted to €-1,852.1 million in 2021 (2020: €-249.6 million). The change is +mainly due to higher liabilities under cash-pooling agreements and the issue of commercial paper. +Receivables from and liabilities to affiliated companies include invoices for intra-Group services and +amounts invested by Deutsche Börse AG within the scope of cash-pooling arrangements. The receivables +from affiliated companies relate to invoices for intra-Group services, but primarily to Clearstream Holding +AG for the company's profit transfer of €349.4 million. Liabilities to affiliated companies resulted mainly +from cash-pooling amounting to €976.5 million (2020: €469.6 million) and trade liabilities of +€48.8 million (2020: €135.3 million). +Deutsche Börse AG's investments in intangible assets and property, plant and equipment totalled +€61.5 million during the year under review (2020: €61.4 million), unchanged year-on-year. +Depreciation and amortisation in 2021 amounted to €65.1 million (2020: €63.2 million). +As at 31 December 2021, the non-current assets of Deutsche Börse AG amounted to €8,559.5 million +(2020: €5,672.4 million). At €7,842.1 million, most of the non-current assets consisted of shares in +affiliated companies (2020: €5,309.3 million), mainly the investments in Clearstream Holding AG, +Institutional Shareholder Services, Inc., Clearstream Fund Centre AG, 360 Treasury Systems AG, Eurex +Frankfurt AG and Qontigo GmbH. +Assets of Deutsche Börse AG +- 761.2 +100 +0.9 +% +Management report | Takeover-related disclosures +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +144 +Under Wertpapierhandelsgesetz (WpHG, German Securities Trading Act), any investor whose +shareholding reaches, exceeds or falls below specified voting right thresholds as a result of purchase, +sale or any other transaction is required to notify the company and Bundesanstalt für +Finanzdienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority). The lowest +threshold for this disclosure requirement is 3 per cent. Deutsche Börse AG is not aware of any direct or +indirect equity interests in its capital exceeding 10 per cent of the voting rights. +The Executive Board is only aware of those restrictions on voting rights that arise from Aktiengesetz +(AktG, German Stock Corporation Act). Those shares affected by section 136 AktG are therefore +excluded from voting rights. Furthermore, shares held by Deutsche Börse AG as treasury shares are +exempted from the exercise of any rights according to section 71b AktG. +The share capital has been contingently increased by up to €17.8 million by issuing up to 17.8 million +no-par value registered shares (contingent capital 2019). The contingent capital increase will only be +implemented to the extent that holders of convertible bonds or of warrants attaching to bonds with +warrants issued by the Company or by a Group company in the period until 7 May 2024 on the basis of +the authorisation granted to the Executive Board by resolution of the Annual General Meeting of 8 May +2019 on Item 8 (b) of the agenda exercise their conversion or option rights, that they meet their +conversion or option obligations, or that shares are tendered, and no other means are used to settle such +rights or obligations. More details can be found in Article 4 (7) of the Articles of Association of Deutsche +Börse AG. +The share capital of Deutsche Börse AG amounted to €190.0 million on the above-mentioned reporting +date and was composed of 190 million no-par value registered shares. There are no other classes of +shares besides these ordinary shares. +Financial statements and notes +Deutsche Börse AG makes the following disclosure in accordance with sections 289a sentence 1 and +315a sentence 1 of the German Commercial Code (HGB) as at 31 December 2021: +17. Takeover-related disclosures +Further disclosures on Deutsche Börse AG are provided in the "Report on expected developments". +Deutsche Börse AG expects sales revenue to grow to approximately €1.60 billion and EBITDA to grow to +approximately €1.25 billion in 2022. +Additional factors influencing Deutsche Börse AG's future results of operations are income from +investments in affiliated companies and income from profit and loss transfer agreements. +As a result of the TP adjustments EFAG and ECAG shall receive a higher remuneration for operation of +the Eurex business from financial year (FY) 2022 onwards. The remaining Eurex profits (after +compensation of EFAG and ECAG) shall be split between DBAG and EGAG at an expected distribution +key of 88/12 (instead of 85/15 applied in previous FY). This will have a negative impact on EBITDA for +the periods from 2022 onwards. Compared with the reporting year, this is expected to have a negative +effect of approximately €26 million on Deutsche Börse AG's EBITDA in 2022. +<3 +Further information +Remuneration Report +31 Dec 2021 +Financial statements and notes +Remuneration Report +<3 +Deutsche Börse Group | Annual report 2021 +146 +The Executive Board is authorised to purchase treasury shares up to 10 per cent of the share capital. +However, the acquired shares, together with any treasury shares acquired for other reasons that are held +by the company or attributed to it in accordance with sections 71a et seq. AktG, may at no time exceed +10 per cent of the company's share capital. The authorisation to acquire treasury shares is valid until 7 +May 2024 and may be exercised by the company in full or in part on one or more occasions. However, +it may also be exercised by dependent companies, by companies in which Deutsche Börse AG holds a +majority interest or by third parties on its or their behalf. The Executive Board may elect to acquire the +shares (1) on the stock exchange, (2) via a public tender offer addressed to all shareholders or via a +public request for offers of sale addressed to the company's shareholders, (3) by issuing tender rights to +shareholders or (4) using derivatives (put options, call options, forward purchases or a combination of +put options, call options and forward purchases). The full and exact wording of the authorisation to +acquire treasury shares, and particularly the permissible uses to which the shares may be put, can be +found in items 6 and 7 of the agenda for the Annual General Meeting held on 8 May 2019. +Furthermore, the Executive Board is authorised to increase the share capital by up to a total of +€6.0 million on one or more occasions in the period up to 16 May 2022, subject to the approval of the +Supervisory Board, by issuing new no-par value registered shares against cash and/or non-cash +contributions (authorised capital IV). Shareholders must be granted pre-emptive rights unless the +Executive Board makes use of the authorisation granted to it to exclude such rights, subject to the +approval of the Supervisory Board. The Executive Board is authorised to exclude shareholders' pre- +emptive rights for fractional amounts with the approval of the Supervisory Board. However, according to +the authorisation, the Executive Board may only exclude shareholders' pre-emptive rights if the total +number of shares issued during the term of the authorisation, excluding pre-emptive rights, does not +exceed 20 per cent of the share capital. The full authorisation is derived from Article 4 (6) of the Articles +of Association of Deutsche Börse AG. +In addition, the Executive Board is authorised to increase the share capital by up to a total of +€19.0 million on one or more occasions in the period up to 18 May 2024, subject to the approval of the +Supervisory Board, by issuing new no-par value registered shares in exchange for cash contributions +(authorised capital III). Shareholders must be granted pre-emptive rights, which the Executive Board can +exclude, subject to the approval of the Supervisory Board, only for fractional amounts. However, +according to the authorisation, the Executive Board may only exclude shareholders' pre-emptive rights if +the total number of shares that are issued during the term of authorisation and that exclude +shareholders' pre-emptive rights does not exceed 10 per cent of the share capital. The exact content of +this authorisation is derived from Article 4 (5) of the Articles of Association of Deutsche Börse AG. +<3 +Further information +Remuneration Report +Further information +Financial statements and notes +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +145 +The Executive Board is also authorised to increase the share capital by up to a total of €19.0 million on +one or more occasions in the period up to 18 May 2025, subject to the approval of the Supervisory +Board, by issuing new no-par value registered shares against cash and/or non-cash contributions +(authorised capital II). Shareholders must be granted pre-emptive rights, which the Executive Board can +exclude in certain cases, subject to the approval of the Supervisory Board in each case. The Executive +Board is authorised to exclude shareholders' pre-emptive rights: (1) in the case of cash capital increases, +provided that the issue price of the new shares is not significantly lower than the quoted price, and the +total number of shares issued under exclusion of shareholders' pre-emptive rights does not exceed 10 +per cent of the share capital; (2) in the case of physical capital increases in exchange for non-cash +contributions for the purpose of acquiring companies, parts of companies, interests in companies, or +other assets; or (3) with respect to fractional amounts. However, according to the authorisation, the +Executive Board may only exclude shareholders' pre-emptive rights if the total number of shares that are +issued during the term of authorisation and that exclude shareholders' pre-emptive rights does not +exceed 10 per cent of the share capital. The full authorisation, and particularly the conditions under +which shareholders' pre-emptive rights can be excluded, is derived from Article 4 (4) of the Articles of +Association of Deutsche Börse AG. +Subject to the approval of the Supervisory Board, the Executive Board is authorised to increase the share +capital by up to a total of €19.0 million on one or more occasions in the period up to 18 May 2026 by +issuing new no-par value registered shares in exchange for cash and/or non-cash contributions +(authorised capital I). Shareholders must be granted pre-emptive rights. However, subject to approval by +the Supervisory Board, the Executive Board may exclude shareholders' pre-emptive rights with respect to +fractional amounts. However, according to the authorisation, the Executive Board may only exclude +shareholders' pre-emptive rights if the total number of shares that are issued during the term of +authorisation and that exclude shareholders' pre-emptive rights does not exceed 10 per cent of the share +capital. Full authorisation, and particularly the conditions under which shareholders' pre-emptive rights +can be excluded, is derived from Article 4 (3) of the Articles of Association of Deutsche Börse AG. +Members of the Executive Board are appointed and dismissed in accordance with sections 84 and 85 +AktG and with Article 6 of the Articles of Association of Deutsche Börse AG. Amendments to the Articles +of Association of Deutsche Börse AG are adopted by resolution of the Annual General Meeting in +accordance with section 119 (1) No. 6 AktG. Under Article 12 (4) of the Articles of Association of +Deutsche Börse AG, the Supervisory Board has the power to make changes to the Articles of Association +that relate to the wording only. In accordance with Article 18 (1) of the Articles of Association of +Deutsche Börse AG, resolutions of the Annual General Meeting are passed by a simple majority of the +votes cast, unless otherwise required by AktG. Insofar as AktG additionally prescribes a majority of the +share capital represented at the time of a resolution, a simple majority of the share capital represented is +sufficient where this is legally permissible. +Employees holding shares in Deutsche Börse AG exercise their rights in the same way as other +shareholders in accordance with the statutory provisions and the Articles of Association. +There are no shares with special provisions granting the holder control rights. +Management report | Takeover-related disclosures +Management report | Takeover-related disclosures +Disclosures in accordance with sections 289a sentence 1 and 315a sentence 1 of the German +Commercial Code (HGB) and explanatory notes +Deutsche Börse Group | Annual report 2021 +25.9 +437 +32.0 +539 +42.1 +Executive and Supervisory Boards +% +31 Dec 2021 +1,686 +100 +30.6 +517 +24.8 +418 +33.1 +558 +11.5 +193 +1,686 +100 +710 +Deutsche Börse Group | Annual report 2021 +143 +■introduction of a dynamic profit split mechanism between DBAG and EGAG reflecting the Eurex +revenues derived from the Swiss and German customer base, respectively. +■ Increase of EFAG's and ECAG's cost+ plus margin for operation of the Eurex business to 13 per cent +(so far 7 per cent) and pay additional returns for product development activities and ECAG's risk +bearing capital; +142 +The expected developments in Deutsche Börse AG's business are largely subject to the same factors as +those influencing Deutsche Börse Group. However, Deutsche Börse AG's sales revenue is significantly +influenced by the trading-related segments Eurex and Xetra. These are mainly generated by passing on +revenue via Eurex Frankfurt AG (EFAG) and Eurex Clearing AG (ECAG) (so-called +"Betriebsführungskonstrukt"). +Forecast for Deutsche Börse AG +The description of the internal control system (ICS), required by section 289 (4) HGB, is provided in +the "Risk management" section. +The opportunities and risks of Deutsche Börse AG and the activities and processes to manage these are +largely the same as for Deutsche Börse Group, so reference is made to the “Risk management" and the +"Report on opportunities". As a rule, Deutsche Börse AG shares the opportunities and risks of its equity +investments and subsidiaries in accordance with its equity interest. Risks that could potentially threaten +the existence of the Eurex Clearing AG subsidiary would also have a direct influence on Deutsche Börse +AG based on a letter of comfort issued by Deutsche Börse AG. As of the reporting date, there were no +risks jeopardising the company's existence. Further information on the letter of comfort issued to Eurex +Clearing AG is available in the section “Other financial obligations and off-balance sheet transactions" in +the notes to the annual financial statements of Deutsche Börse AG. +The corporate governance statement in accordance with section 289f HGB is the same as that for +Deutsche Börse Group. Reference is therefore made to the section “Corporate governance statement". +Opportunities and risks facing Deutsche Börse AG +Corporate governance statement in accordance with to section 289f HGB +The principles governing the structure and design of the remuneration system at Deutsche Börse AG are +the same as those for Deutsche Börse Group, so reference is made to the "Remuneration report" which +will be published alongside with the annual report. +Against the background of new transfer pricing (TP) rules (applicable as of 1 January 2022), +comprehensive transfer pricing analysis for the Eurex business was undertaken in the second half of +2021. The analysis showed that the transfer pricing set-up used for the Eurex business can be +maintained in principle. However certain adjustments (TP adjustments) are necessary: +<3 +Further information +Remuneration report of Deutsche Börse AG +Remuneration Report +Executive and Supervisory Boards +Management report | Deutsche Börse AG (disclosures based on HGB) +Financial statements and notes +Interests in equity attributable to non-controlling shareholders are presented under “non-controlling +interests" within equity. Where these are classified as “puttable instruments”, they are reported under +"liabilities" at cost. +Currency translation +Transactions denominated in a currency other than a company's functional currency are translated into +the functional currency at the spot exchange rate applicable at the transaction date. Monetary balance +sheet items in foreign currencies are measured at the exchange rate on the reporting date. Non- +monetary balance sheet items recognised at historical cost are measured at the exchange rate on the +transaction date. By contrast, non-monetary balance sheet items measured at fair value are translated at +the exchange rate prevailing at the valuation date. Exchange rate differences for monetary balance sheet +items are recognised either as other operating income or expenses or as the treasury result from banking +and similar business or as net income from financial investments in the period in which they arise, +unless the underlying transactions are hedged. In the case of equity instruments designated at FVOCI, +the exchange rate differences are recognised in other comprehensive income. Exchange rate differences +for non-monetary balance sheet items at fair value are recognised in other comprehensive income. Gains +and losses from a monetary item that forms part of a net investment in a foreign operation are +recognised directly in "retained earnings". +159 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes to the consolidated financial statements +Intra-Group assets and liabilities are eliminated. Income arising from intra-Group transactions is netted +against the corresponding expenses. Intercompany profits or losses arising from deliveries of intra-Group +goods and services, as well as dividends distributed within the Group are eliminated. Deferred taxes for +consolidation adjustments are recognised where these are expected to reverse in subsequent years. +2. Consolidation principles +Further information +IFRS 17 "Insurance Contracts" +<3 +Remuneration Report +Financial statements and notes | Notes to the consolidated financial statements +The amendments to deferred tax related to assets and liabilities arising from a single transaction +The amendment to IAS 12 clarifies that the exemption from recognising deferred taxes on the initial +recognition of an asset or liability outside a business combination does not apply to transactions in +which equal amounts of deductible and taxable temporary differences arise on initial recognition. This +amendment generally matches our approach. Potential effects on the financial performance and financial +position of the Group are being analysed, however. +158 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Remuneration Report +Management report +IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of +insurance contracts. The objective of IFRS 17 is to ensure that an entity provides information to +consistently represent insurance contracts. According to the standard, insurance liabilities shall be +measured at the current fulfilment cash flows instead of historical costs. Furthermore, the objective is to +form a uniform basis regarding the recognition, measurement and presentation of insurance contracts, +including the notes. The effective date was deferred. The standard is now applicable in the EU for +financial years beginning on or after 1 January 2023. The standard was endorsed by the EU on 23 +November 2021. On the basis of our analysis we are not expecting any effect on the financial position +and financial performance +Further information +387.8 +Balance sheet items of entities whose functional currency is not the euro are translated into the reporting +currency as follows: assets and liabilities are translated into euro at the spot rate and equity items at +historical rates. Resulting exchange differences are recognised directly in "retained earnings". When the +relevant subsidiary is sold, these exchange rate differences are recognised in the net profit for the period +in which the deconsolidation gain or loss is realised. +0 +0 +- 602.9 +945.5 +- 26.6 +- 62.6 +2,701.0 +- 1,900.0 +- 40.9 +999.1 +- 356.0 +9.1 +8.7 +- 787.7 +- 2,168.0 +21 +2.5 +0.9 +177.4 +625.3 +516.5 +229.3 +47.4 +- 341.5 +16 +- 531.9 +Interest paid +Dividends received +Interest-similar income received +Cash and cash equivalents at end of period +Cash and cash equivalents at beginning of period +Effect of exchange rate differences +Net change in cash and cash equivalents (brought forward) +Further information +Remuneration Report +Financial statements and notes | Consolidated cash flow statement +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +153 +370.0 +- 460.5 +- 254.2 +798.7 +21 +- 550.6 +506.0 +20.2 +0 +82.8 +- 154.4 +143.6 +- 163.6 +0 +- 6.4 +- 11.9 +- 0.1 +9 +- 61.8 +- 53.1 +1,125.1 +264.3 +1,264.9 +293.7 +10, 11 +€m +€m +2020 +2021 +Note +- 358.2 +21 +206.6 +- 2.8 +- 448.5 +- 26.4 +-601.2 +- 61.2 +- 134.3 +- 1,843.0 +- 12.0 +- 1,359.3 +- 37.8 +Income tax paid +- 168.6 +- 19.0 +1,523.0 +- 2.1 +Total equity +163.5 +- 78.6 +2,280.3 +908.9 +- 2,552.8 +1,181.4 +0.3 +- 832.8 +721.8 +1,412.0 +Notes +<3 +2021 +26.5249 +24.8605 +26.2698 +SGD (S$) +1.5871 +1.5791 +1.5277 +1.6254 +GBP (£) +0.8589 +0.8908 +0.8371 +0.8999 +Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the +carrying amounts of assets and liabilities arising from initial consolidation are reported in the functional +currency of the foreign operation and translated at the closing rate. +Net investments in a foreign operation +Translation differences from a monetary item that is part of a net investment of Deutsche Börse Group in +a foreign operation are initially recognised in other comprehensive income and reclassified to profit or +loss when the net investment is sold. +160 +ling +interests +€m +equity +€m +25.6569 +CZK (Kč) +1.2299 +1.1317 +The following euro exchange rates of consequence to Deutsche Börse Group were applied: +Exchange rates +Swiss franc +US dollars +Czech koruna +Singapore dollar +British pound +Average rate +2021 +€m +Average rate +2020 +1.0800 +1.0713 +Closing price as +at 31 Dec 2021 +1.0337 +Closing price as +at 31 Dec 2020 +1.0832 +USD (US$) +The amendment to IAS 1 supplements guidelines for determining disclosures on accounting methods in +an entity's financial statements and explains how an entity can identify material accounting policies. We +are currently analysing potential additions to the disclosures in the notes. +1.1821 +1.1477 +CHF (Fr.) +<3 +earnings +Retained +154 +- 381.8 +- 470.7 +- 352.4 +- 340.9 +5.4 +10.2 +526.1 +2,506.7 +2,040.0 +441.2 +21 +2,145.5 +2,506.7 +- 8.9 +- 6.3 +370.0 +2020 +€m +- 460.5 +€m +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Consolidated statement of changes in equity +tion +surplus +€m +- 155.8¹ +- 471.8 +1,344.7 +190.0 +Balance as at 1 January 2020 +Share Treasury +premium shares +€m +€m +€m +capital +cribed +holders' +control- +Revalua- +Subs- +Non- +Attributable to Deutsche Börse AG shareholders +for the period 1 January to 31 December 2021 +Consolidated statement of changes in equity +<3 +Further information +Remuneration Report +Share- +The amendment to IAS 1 and IFRS guidance document 2 on materiality +Amendments to IAS 16: Clarifications +None +1.3 +14.2 +1.2 +0.1 +1.2 +1.2 +Changes due to capital +payments +Increase in share-based +7.0 +1.3 +7.2 +Other adjustments +397.3 +1,662.2 +36.7 +91.9 +1,570.3 +387.8 6,556.1 +55.2 1,264.9 +5,287.4¹ 6,168.3 +1,209.7 1,209.7 +227.3 +360.6 +1,437.0 +133.3 +133.3 +Total comprehensive income +Other comprehensive income +196.3¹ +Sales under the Group Share +Plan +465.2 +14.2 +increases/decreases +- 458.2 +1,359.6 +190.0 +Balance as at 31 December 2021 +- 476.0 +- 580.9 +- 30.3 +69.1 +87.8 +98.9 +- 11.1 +- 550.6 +- 545.0 +1.3 +- 560.6 +7.0 +7.2 +Transactions with shareholders +- 550.6 +- 11.1 +0.4 +0.4 +Dividends paid +combinations +Changes from business +1.3 +1,352.4 +190.0 +Balance as at 1 January 2021 +Profit for the period +7.7 +Sales under the Group Share +Plan +0.0 +-0.2 +0.2 +0.2 +Other adjustments +- 147.2 +978.0 +27.6 +- 17.6 +6.6 +- 129.5 +950.4 +40.5 +- 40.5 +Total comprehensive income +Other comprehensive income +after tax +6,110.6 +1,125.1 +375.3 +45.2 +5,735.3 +1,079.9 +4,828.2¹ +1,079.9 +Net profit for the period +€m +- 89.0 +990.9 +14.3 +14.3 +Changes from business +6,556.1 +387.8 +- 532.5 +- 15.1 +- 517.4 +6,168.3 +5,287.4¹ +196.3¹ +- 465.2 +1,352.4 +190.0 +Balance as at 31 December 2020 +- 531.7 +6.6 +7.7 +Transactions with shareholders +558.5 +- 26.6 +531.9 +531.9 +Dividends paid +11.7 +11.7 +combinations +- 61.7 +6,163.8 +7,193.6 +548.8 +None +1 Jan 2022 +See notes under +this table +See notes under +this table +Group +Deutsche Börse +Effects on +Application date +1 Jan 2023 +Amendment to IAS 1 and IFRS Guidance Document 2 on Materiality +Amendments to IFRS 3 relating to a reference in the Conceptual +Framework +IAS 8 +IFRS 3 +1 Jan 2023 +Amendments in classifcation of liabilities as current or non-current +IAS 1 +<3 +Standard/amendment/interpretation +Further information +Remuneration Report +Financial statements and notes | Notes to the consolidated financial statements +Management report +Executive and Supervisory Boards +IAS 1 +Amendments relating to accounting estimates +1 Jan 2023 +None +1 Jan 2022 +None +1 Jan 2022 +None +1 Jan 2023 +See notes under +this table +1 Jan 2023 +The annual improvements resulted in amendments to IFRS 1, IFRS 9, +IAS 41 and IFRS 16 +First-time Adoption of IFRS 17 and IFRS 9 - Comparative Information +Amendments to IAS 37 include the definition of what costs an entity +includes when assessing whether a contract will be loss-making +Insurance Contracts +Annual Improvement Cycle +2018-2020 +IAS 37 +IFRS 17, IFRS 9 +IFRS 17 +None +this table +1 Jan 2022 +<3 +IAS 16 +1 Jan 2023 +See notes under +Amendments in relation to deferred taxes that relate to assets and +liabilities arising from a single transaction +IAS 12 +Deutsche Börse Group | Annual report 2021 +Amendment to IAS 1 "Classification of liabilities as current or non-current" +The amendments only relate to the presentation of liabilities in the statement of financial position - not +the amount or the timing of recognition of assets, liabilities, income and expenses or disclosure made by +entities about these items. The amendments clarify that liabilities must be classified as current or non- +current on the basis of the rights that are in existence at the reporting date. We are currently analysing +the potential impact of the amendments on the presentation of the consolidated financial statements. +157 +not yet implemented +Deutsche Börse Group | Annual report 2021 +156 +Information about capital management, which is also part of these consolidated financial statements, is +included in the chapter Regulatory capital requirements and regulatory capital ratios in section Risk +management in the combined management report. +Deutsche Börse AG's consolidated financial statements have been prepared in euros, the functional +currency of Deutsche Börse AG. Unless stated otherwise, all amounts are shown in millions of euros +(€m). Due to rounding, actual amounts may differ from unrounded or disclosed figures. +The consolidated income statement is structured using the nature of expense method. +The disclosures required in accordance with Handelsgesetzbuch (HGB, German Commercial Code) +section 315e (1) have been presented in the notes to the consolidated financial statements. +The 2021 consolidated financial statements have been prepared in compliance with the International +Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) +and the related interpretations issued by the International Financial Reporting Interpretations Committee +(IFRIC), as adopted by the European Union in accordance with Regulation No. 1606/2002 of the +European Parliament and of the Council on the application of international accounting standards. +Basis of reporting +Deutsche Börse AG is the parent company of Deutsche Börse Group. Deutsche Börse AG (the +"company") has its registered office in Frankfurt/Main, Germany, and is registered in the commercial +register B of the Frankfurt/Main Local Court (Amtsgericht Frankfurt am Main) under HRB 32232. +Deutsche Börse AG and its subsidiaries operate cash and derivatives markets. Its business areas range +from pre-IPO and growth financing services, the admission of securities to listing, through trading, +clearing and settlement, down to custody of securities. Furthermore, IT services are provided and market +information distributed. Moreover, Deutsche Börse AG has a stock exchange licence and certain +subsidiaries of Deutsche Börse AG have a banking licence and offer banking services to customers. +Eurex Clearing AG is a central counterparty, a bank and its role is to mitigate performance risks for +buyers and sellers. For details regarding internal organisation and reporting, see Fundamental +information about the Group in the combined management report. +Company information +Executive and Supervisory Boards +1. General principles +Notes to the consolidated financial statements +Further information +Remuneration Report +Financial statements and notes | Notes to the consolidated financial statements +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +155 +1) Adjustment of revaluation reserve and retained earnings see Note 15. +7,742.4 +Basis of preparation +Management report +Financial statements and notes | Notes to the consolidated financial statements +Remuneration Report +Further information +- +New accounting standards +None +1 Apr 2021 +Amendments due to COVID-19-related lease concessions beyond +30 June 2021 +IFRS 16 +none +1 Jan 2021 +IBOR Reform 2: Amendment of IFRS 9, IAS 39, IFRS 7 and other +standards +IFRS 9, IAS 39, IFRS 7 and +others +Group +none +1 Jan 2021 +Amendments to IFRS 4: Insurance Contracts +IFRS 4 +Application date +Deutsche Börse +Effects on +Standard/amendment/interpretation +All the mandatory standards and interpretations endorsed by the European Commission +were applied by us in the reporting year 2021. They were not applied earlier than required. +New accounting standards – implemented in the year under review +Assets and liabilities, items in the consolidated statement of comprehensive income, and disclosure +requirements are listed separately if they are material. We define as material a proportion of around 10 +per cent of the relevant total. +All accounting policies, estimates, measurement uncertainties, and discretionary judgements referring to +a specific subject matter are described in the corresponding note. Such disclosures are focused on +applicable accounting options under IFRSs. Deutsche Börse Group does not present the underlying +published IFRS guidelines, unless this is considered crucial to enhance transparency. The annual +financial statements of subsidiaries included in the consolidated financial statements have been +prepared on the basis of the Group-wide accounting policies based on IFRS that are described in the +following. They were applied consistently to the periods shown. +<3 +The IASB issued the following new or amended standards and interpretations, which were not applied in +the consolidated financial statements, because endorsement by the EU was still pending or the +application was not mandatory. The new or amended standards and interpretations must be applied for +financial years beginning on or after the effective date. Even though early application may be permitted +for some standards, Deutsche Börse Group does usually not use any early application options. +Net change in cash and cash equivalents +equity +Dividends paid +Repayment of long-term financing +Proceeds from long-term financing +Total +Proceeds from sale of treasury shares +Payments to non-controlling interests +Cash flows from investing activities +Proceeds from disposals of intangible assets +Proceeds from disposals of non-current financial instruments +Net increase/(net decrease) in current liabilities from banking business with an +original term greater than three months +Financial liabilities measured at amortised cost +12 +3,539.9 +3,474.4 +Financial liabilities at FVPL +12 +Repayment of short-term financing +Financial instruments held by central counterparties +6,908.5¹ +Other financial liabilities at FVPL +8.4 +1.5 +Other non-current liabilities +20 +17.5 +13.9 +Deferred tax liabilities +CURRENT LIABILITIES +Income tax liabilities +9 +338.5 +216.7 +9,442.4 +201,554.0 +Proceeds from short-term financing +Cash flows from financing activities +<3 +Other financial debt assets at FVPL +Financial instruments held by central counterparties +Financial assets at FVPL +Debt financial assets measured at amortised cost +Debt instruments +Strategic investments +Equity investments measured at FVOCI +Financial assets +Payments on account and construction in progress +Computer hardware, operating and office equipment +Fixtures and fittings +Land and buildings +Property, plant and equipment +Finance lease payments +Other intangible assets +Goodwill +Software +Intangible assets +NON-CURRENT ASSETS +Assets +as at 31 December 2021 +Consolidated balance sheet +Further information +Remuneration Report +Financial statements and notes | Consolidated balance sheet +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +Effects of the disposal of (shares in) subsidiaries, net of cash disposed +Payments on account and assets under development +Note +135,116.6¹ +267.1 +1) Due to a correction of the previous year's figures, non-current assets decreased by € 26.2 million and current assets by € 63.6 million. Current and non-current +liabilities decreased correspondingly. +152 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Consolidated cash flow statement +Remuneration Report +Further information +Consolidated cash flow statement +for the period 1 January to 31 December 2021 +Net profit for the period +Depreciation, amortisation and impairment losses +(Decrease)/increase in non-current provisions +Deferred tax income +152,677.9¹ +Cash flows from derivatives +Changes in working capital, net of non-cash items: +Decrease/(increase) in receivables and other assets +Increase/(decrease) in current liabilities +Increase in non-current liabilities +Net loss on disposal of non-current assets +Cash flows from operating activities excluding CCP positions +Changes in liabilities from CCP positions +Changes in receivables from CCP positions +Cash flows from operating activities +Payments to acquire intangible assets +Payments to acquire property, plant and equipment +Payments to acquire non-current financial instruments +Payments to acquire investments in associates +Payments to acquire subsidiaries, net of cash acquired +Other non-cash income +244.6 +222,919.3 +215,177.0 +Other current provisions +19 +335.3 +313.7 +Financial liabilities at amortised cost +12 +Trade payables +704.4 +388.6 +Other financial liabilities at amortised cost +15,914.3 +14,630.0 +Cash deposits by market participants +78,292.5 +146,121.8¹ +38,188.8 +12 +Financial instruments held by central counterparties +103,267.7 +Other financial liabilities at FVPL +4.7 +Other current liabilities +Liabilities held for sale +20 +2 +2,788.6 +80,609.5¹ +174.1 +544.7 +1.9 +0 +Total liabilities +Total equity and liabilities +Financial liabilities at FVPL +31 Dec 2021 +(Net increase)/net decrease in current receivables and securities from banking +business with an original term greater than three months +10 +Other financial assets at FVPL +116.0 +15.8 +Income tax assets +9 +115.5 +109.5 +Other current assets +14 +2,675.6 +548.1 +Assets held for sale +2 +11.9 +0 +Total assets +222,919.3 +152,677.9¹ +1) Due to a correction of the previous year's figures, non-current assets decreased by €26.2 million and current assets by €63.6 million. Current and non-current +liabilities decreased correspondingly. +151 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Consolidated balance sheet +Remuneration Report +Further information +Equity and liabilities +EQUITY +156.2 +80,704.5¹ +103,195.7 +Financial instruments held by central counterparties +12 +Restricted bank balances +969.4 +15,799.6 +amortised cost +Other financial assets +Trade receivables +12 +Debt financial assets measured at amortised cost +0.5 +1.5 +12 +Debt financial assets measured at FVOCI +138,107.4¹ +202,457.0 +161.7 +Subscribed capital +139.8 +6.0 +16.8 +CURRENT ASSETS +Deferred tax assets +Other non-current assets +89.5 +88.9 +Investment in associates +42.4 +Other cash and bank balances +1,029.6 +€m +1,467.3 +Financial assets at FVPL +9 +Share premium +Treasury shares +Revaluation surplus +548.8 +9,442.4 +4.4 +997.5 +107.0 +224.3 +2.8 +1,634.7 +8,059.8 +11,460.4 +12 +7.0 +8.5 +101.7 +90.1 +52.4 +57.0 +Non-controlling interests +369.2 +530.4 +593.7 +11 +1,255.4 +1,913.6 +126.3 +100.1 +3,957.6 +383.8 +14,570.5¹ +5,723.2 +€m +31 Dec 2020 +5,596.0 +20,462.4 +8,162.9 +553.2 +438.0 +78,542.0 +6,168.3 +7,193.6 +Retained earnings +<3 +4 +Note +31 Dec 2021 +€m +31 Dec 2020 +€m +15 +190.0 +1,359.6 +190.0 +1,352.4 +168.0 +127.2 +18, 19 +5,287.4 +Other non-current provisions +149.0 +17, 18 +Provisions for pensions and other employee benefits +6,556.1 +11,005.2¹ +13,623.0 +NON-CURRENT LIABILITIES +7,742.4 +- 458.2 +-465.2 +- 61.7 +- 196.3 +Shareholders' equity +6,908.5¹ +6,163.8 +222.4 +616.6 +16,225.1 +38,420.1 +EEX (commodities) +Its product portfolio comprises contracts on power, natural gas and emission allowances, as well as +freight rates and agricultural products. Revenue is generated primarily from fees that are charged for +exchange trading and clearing of commodity products. Transaction fees are specified in the price list. +Rebates are granted primarily in the form of monthly rebates for the provision of a certain volume or level +of liquidity. These types of rebates are dependent upon the total monthly volume or the monthly +fulfilment of certain liquidity provision obligations. Revenue is recognised as soon as contracts are +matched/registered and there is no unfulfilled obligation towards the customer as the service has already +been performed by this point in time. EEX recognises receivables when the promised service is provided +at a certain time and the entitlement to consideration depends solely on the passage of time. Most of the +invoiced amounts are debited directly from the clearing members. Infrastructure fees and Market Data +Services are accounted for in the same way as described in the section "Eurex (financial derivatives)". +Non-controlling interests³ +Total assets and liabilities acquired +Preliminary +goodwill +calculation +0.2 +0.0 +11.9 +0.3 +0.1 +1.4 +1.9 +Investments in associates and joint ventures are measured at cost on initial recognition and accounted +for using the equity method upon subsequent measurement. Where Deutsche Börse Group's share of the +voting rights in a company amounts to less than 20 per cent, our significant influence is exercised +through the Group's representation on the supervisory board or the board of directors. +167 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Deferred tax liabilities on temporary differences +Financial statements and notes | Notes to the consolidated financial statements +Current liabilities +Current assets +Financial statements and notes | Notes to the consolidated financial statements +Remuneration Report +Further information +The preliminary purchase price allocation as at the acquisition date was as follows: +Goodwill resulting from the business combination with Crypto Finance AG, Zurich, +Switzerland (Crypto Finance) +Consideration transferred +Purchase price in cash +Cash flow hedge² +Total consideration +Acquired assets and liabilities +Customer relationships +Tradename +Software +Property, plant and equipment +Deferred tax assets +Acquired bank balances +Non-current liabilities +170 +Remuneration Report +3. Adjustments +■ volume-related costs. +Revenue recognition +This section comprises details on revenue from contracts with customers. They particularly include +performance obligations and methods of revenue recognition. Revenue is measured on the basis of the +consideration agreed in a customer contract. The Group recognises revenue when it transfers control +over goods or services to the customer. For information on contract assets and liabilities see Note 13. +Revenue is recognised in Deutsche Börse Group's segments as follows: +Eurex (financial derivatives) +Revenue in the derivatives business (mainly equity, interest rate and share index derivatives) is +generated primarily from fees that are charged for transactions with regard to the matching/registration, +administration and regulation of order book and off-book transactions on Eurex Germany. Fees, as well +as any reductions are specified in price lists and circulars. Rebates depend mainly on monthly volumes +or the monthly fulfilment of liquidity provisioning obligations in certain products or product groups. +Administration fees of financial derivatives are recognised over time as the service is provided until the +transaction has been closed, terminated or has matured. Revenue for transactions in listed derivatives is +recognised as soon as contracts are matched/registered and there is no unfulfilled obligation towards the +customer. Receivables are recognised when the promised service is provided at a specific point in time +or monthly based on the utilisation in the respective month and the claim to the consideration solely +depends on the course of time. Transaction fees are invoiced on a monthly basis and are payable when +invoiced. Since discounts are generally granted on a monthly basis, the recognition of a contractual +liability is not necessary. Payments are generally debited directly from the clearing member immediately +after invoicing. +169 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated income statement +Remuneration Report +Further information +<3 +Revenue is also generated with clearing and settlement services for over-the-counter (OTC) transactions. +This mainly comes in the form of booking and management fees. Fees for these transactions and the +related discounts are also specified in price lists and circulars of Eurex Clearing AG. In the case of OTC +transactions, posting fees are recognised at novation on a monthly basis. These fees are recognised at a +specific point in time; namely, when the promised service is transferred at a specific point in time and +the entitlement to consideration depends solely on the passage of time. OTC administrative fees are +recognised over time as the service is provided until the transaction has been closed, terminated or has +matured. A receivable is recognised monthly based on the usage within the respective month, provided +that the respective position is still open at month end. In general, the payments are directly debited from +the clearing member. +In addition, infrastructure fees are charged for the technical connections to the trading and clearing +systems of Deutsche Börse Group. The customer has use of the company's service and uses the service +as it is performed over the life of the contract. As the smallest reporting period is the same as the +contract term, the percentage of completion equals 100 per cent. The infrastructure revenue generated +from this is usually realised monthly with invoicing. +Market participants subscribe to real-time trading and market signals or licence these services for their +own use, processing or dissemination. The customer simultaneously receives and consumes the benefits +provided by the entity's performance during the contract term. Customers report their usage, and fees +are charged in the month after usage. Deutsche Börse Group puts together monthly estimates that are +based on the trend of the preceding months. Revenue estimates are revised when warranted by the +circumstances. Increases and decreases in estimated revenue are reflected in the consolidated income +statement in the period in which the circumstances that give rise to the revision become known by the +management. Revenue is recognised based on the price specified in the price list. Customers are +invoiced on a monthly basis and consideration is payable when invoiced. +■ other operating income and +Further information +■ result of treasury activities in banking and similar business, +Overall, Deutsche Börse Group's net revenue comprised the following items: +We modified our segment reporting in the first quarter of 2021, adding the segment Institutional +Shareholder Services (ISS). The business operations of ISS are now reported in the new segment ISS. +The separate reporting corresponds to the internal management and reporting structure and increases +transparency as well as value of information for users of the financial statements. +Internally developed software +Deutsche Börse AG reviewed its amortisation period for internally developed software in the first quarter. +The useful lives applied the previous year were five years for internally developed software releases and +seven years for newly developed systems. +The review showed that the fundamental useful life for internally developed software releases is seven +years and for newly developed systems ten years. We therefore decided to bring the amortisation period +into line with the useful life of the assets. The change took place as of 1 January 2021. Amortisation in +2021 would have been €74.7 million instead of €42.1 million if the useful lives had not been modified. +168 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated income statement +Remuneration Report +Further information +<3 +Notes on the consolidated income statement +4. Net revenue +Recognition of income and expenses +Revenue, +Call option +Executive and Supervisory Boards +89.4 +201.4 +201.4 +€m +9 Dec 2021 +Preliminary +goodwill +calculation +Goodwill (not tax-deductible) +Total assets and liabilities acquired +Other current liabilities +33.4 +Contract liabilities +Deferred tax liabilities +Other current assets (without cash) +Acquired bank balances +Other non-current assets +Property, plant and equipment +Software +Database +Trade names +Other non-current and current liabilities +2.8 +36.0 +8.7 +<3 +Further information +Financial statements and notes | Notes to the consolidated financial statements +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +166 +The purchase price allocation was based on a preliminary basis, as it was not yet possible to make a +final determination, particularly with regards to taxes and the valuation of intangible assets. +The consolidation of Discovery Data resulted in an increase in net revenues of €1.3 million as well as in +a decrease in profit after tax of €- 0.3 million. If the company had been consolidated as at 1 January +2021, this would have resulted in an increase in net revenues of €18.6 million as well as in an +decrease of profit after tax of €– 5.9 million. +140.2 +61.2 +18.1 +- 9.4 +-0.4 +- 14.4 +3.7 +18.0 +0.1 +0.6 +Customer relationships +15 Dec 2021 +€m +Acquired assets and liabilities +Purchase price in cash +0 +1) A call option in the amount of €5.7 million was acquired, which is accounted outside the scope of IFRS 3 as a financial instrument under IFRS 9. +2) Reclassification of the effective portion of the cash flow hedge of the purchase price to the cost of the investment +3) Non-controlling interests are calculated on the basis of the acquired net assets excluding goodwill. +Goodwill (not tax-deductible) +27.1 +- 20.8 +- 3.0 +- 14.5 +-2.2 +50.2 +19.0 +0.9 +0.2 +4.4 +3.6 +16.0 +77.3 +- 6.5 +- 5.7 +23.5 +The full consolidation of Crypto Finance resulted in an increase in net revenues of €1.6 million as well +as in an increase in profit after tax of €0.1 million. If the company had been fully consolidated as at 1 +January 2021, this would have resulted in an increase in net revenues of €18.3 million as well as in an +increase of profit after tax of €2.2 million. +The purchase price allocation was based on a preliminary basis, as it was not yet possible to make a +final determination, particularly with regards to taxes and the valuation of intangible assets. +164 +Consideration transferred +Goodwill resulting from the business combination with Discovery Data Holdings Inc., +New Jersey, USA (Discovery Data) +The preliminary purchase price allocation as at the acquisition date was as follows: +Further information +Financial statements and notes | Notes to the consolidated financial statements +Remuneration Report +Management report +Management report +Deutsche Börse Group | Annual report 2021 +165 +The identifiable assets and liabilities of Discovery Data are recognised at fair value on the acquisition +date. Any excess of cost over the acquirer's interest in the fair value of the subsidiary's net identifiable +assets is recognised as goodwill. Goodwill is reported in subsequent periods at cost less accumulated +impairment losses. +Discovery Data, a global provider of data solutions and analytics, was included in the consolidated +financial statements using the purchase method. Significant synergies are expected from the transaction, +particularly revenue synergies, which is reflected in the goodwill resulting from the transaction. +On 9 December 2021, Institutional Shareholder Services Inc. completed the acquisition of 100 per cent +of the shares in Discovery Data Holdings, Inc. for a price of €201.4 million (USD 228.0 million), +thereby assuming control. The business operations of Discovery Data and the Group are a perfect fit. +Together the two companies will serve the growing demand for detailed data, research solutions and +analytics. Discovery Data was allocated to the ISS segment when the transaction was concluded. +Acquisition of Discovery Data Holdings Inc., New Jersey, USA (Discovery Data) +E> +Further information +Financial statements and notes | Notes to the consolidated financial statements +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +Total consideration +Executive and Supervisory Boards +Segment reporting +163 +Financial liabilities +Provisions for pensions and other employee benefits +Assets held for sale (total) +Other non-current assets +Property, plant and equipment +Intangible assets +Assets and liabilities held for sale +No impairment losses were recognised since the agreed sales price is higher than the carrying amount of +the disposal group. From the date of reclassification, intangible assets and property, plant and +equipment are no longer depreciated or amortised. +The assets and liabilities of the disposal group are held at their carrying amount, which is lower than +their fair value less costs to sell, and shown separately in the statement of financial position +under the items "Assets held for sale" and "Liabilities held for sale". +At the beginning of September 2021, Clearstream International S.A. signed a binding agreement on the +sale of REGIS-TR S.A., Luxembourg, Luxembourg, and Clearstream Holding AG on the sale of REGIS-TR +UK Ltd, London, United Kingdom, to the SIX Group. Both entities, assigned to the Clearstream segment, +were therefore classified as disposal groups as of the same date. We expect the transaction to be closed +in the first quarter of 2022. +Disposal Régis-T.R. S.A., Luxembourg, Luxembourg (REGIS-TR) +Disposals +25 Feb 2021 +€m +Consideration transferred +Purchase price in cash +Settlement of option programmes +Payment to escrow account¹ +Transaction costs for seller² +Debt repayment +Contingent purchase price components at fair value +Sponsor call right³ +Cash flow hedge+ +Total consideration +903.4 +66.8 +22.9 +Deferred tax liabilities +25.9 +Liabilities held for sale (total) +31.12.2021 +Initial recognition of ISS, a provider of governance solutions, ESG data and analytics, in the consolidated +financial statements took place using the purchase method. Significant synergies are expected from the +transaction, particularly revenue synergies, which is reflected in the goodwill resulting from the +transaction. +The identifiable assets and liabilities of ISS are recognised at fair value on the acquisition date. Any +excess of cost over the acquirer's interest in the fair value of the subsidiary's net identifiable assets is +recognised as goodwill. Goodwill is reported in subsequent periods at cost less accumulated impairment +losses. +161 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes to the consolidated financial statements +Remuneration Report +Further information +The preliminary purchase price allocation as at the acquisition date was as follows: +Goodwill resulting from the business combination with Institutional Shareholder Services Inc., Rockville, +USA (ISS) +Preliminary +goodwill +calculation +Deutsche Börse Group | Annual report 2021 +In the first quarter 2021, Deutsche Börse AG completed the acquisition of 81.2 per cent of the shares in +ISS for a price of €1,653.3 million (USD 1,978.9 million), thereby assuming control. The business +operations of ISS and the Group are a perfect fit. Together the two companies will meet the steadily +growing demand for detailed data, research solutions and analysis of non-financial information, +particularly relating to ESG criteria. ISS is included in the segment reporting as a separate operating +segment as of the closing date of the transaction on 25 February 2021. +Acquisition of Institutional Shareholder Services Inc., Rockville, USA (ISS) +Deutsche Börse AG's equity interests in subsidiaries and associates included in the consolidated +financial statements as at 31 December 2021 are presented in the list of shareholdings in note 34. +Initial consolidation of subsidiaries in the course of business combinations uses the purchase method. +The acquiree's identifiable assets, liabilities and contingent liabilities are recognised at their acquisition +date fair values. Any excess of cost over the acquirer's interest in the fair value of the subsidiary's net +identifiable assets is recognised as goodwill. Goodwill is reported in subsequent periods at cost less +accumulated impairment losses. Non-controlling interests are measured at their relevant interest of the +acquiree's net identifiable assets at acquisition date. +Deutsche Börse AG and all subsidiaries directly or indirectly controlled by Deutsche Börse AG are +included in the consolidated financial statements. Deutsche Börse AG controls a company if it is exposed +to variable returns resulting from its involvement with the company in question or has rights to such +returns and is able to influence them by using its power over the company. +Subsidiaries and business combinations +Further information +Remuneration Report +Financial statements and notes | Notes to the consolidated financial statements +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +€m +Associates +584.5 +Essential acquisitions +- 8.7 +9.1 +35.5 +- 83.3 +- 69.5 +- 103.8 +- 226.4 +- 67.0 +408.5 +1,244.8 +The full consolidation of ISS resulted in an increase in net revenues of €222.4 million as well as in an +increase in profit after tax of €15.7 million. If the company had been fully consolidated as at 1 January +2021, this would have resulted in an increase in net revenues of €257.7 million as well as in an +increase in profit after tax of €18.0 million. +Management report +162 +Deutsche Börse Group | Annual report 2021 +Financial statements and notes | Notes to the consolidated financial statements +Remuneration Report +Further information +<3 +The contingent purchase price component is based on an increase in company value within the first +three years and the resulting obligation has no upper limit. It is classified as a financial liability in +accordance with IFRS 9. +Goodwill amounts to €1,340.1 million as at 31 December 2021. The change compared to the +acquisition date results from exchange rate differences amounting to €95.3 million. +Executive and Supervisory Boards +11.7 +The purchase price allocation was based on a preliminary basis, as it was not yet possible to make a +final determination, particularly with regards to taxes. +Acquisition of the 2nd tranche of Clearstream Fund Centre AG, Zurich, Switzerland (CFC) +On 1 June 2021 Deutsche Börse AG completed the acquisition of the remaining 48.8 per cent of the +CHF shares in CFC (formerly Fondcenter AG) from UBS Group (UBS) for a purchase price of CHF 390 +million (€356 million). A further 51.2 per cent of the shares in CFC were sold within the Group by +Clearstream Holding AG to Deutsche Börse AG, making it the sole owner of the Zurich-based fund +distribution platform. Deutsche Börse Group acquired the first 51.2 per cent of CFC from UBS in +September 2020. The transaction included the right to buy the remaining shares at a later date. +Deutsche Börse Group had recognised the related financial liability before acquiring the 2nd tranche, +accounting for it at the expected settlement amount using the effective interest method (in the category +"financial liabilities measured at amortised cost”). No non-controlling interests were recognised, in +accordance with the anticipated acquisition method. The remeasurement of the financial liability on the +basis of the agreed purchase price resulted in income of €39.9 million, which is shown in the item +"Other operating income". +Acquisition of Crypto Finance AG., Zurich, Switzerland +Deutsche Börse AG completed the acquisition of 57.5 per cent of the shares in Crypto Finance AG for a +price of €77.3 million (CHF 87.4 million) on 15 December 2021, thereby assuming control. In the +course of a capital increase against cash, Deutsche Börse AG increased its capital share to 67.5 +per cent. The business operations of Crypto Finance and the Group are a perfect fit. With this acquisition +Deutsche Börse has a direct entry point for investments in digital assets, including post-trading and +custody services. Crypto Finance was allocated to the Xetra segment (cash market) when the transaction +was concluded. +Crypto Finance, a FINMA-regulated provider of trading, custody and investment services for digital +assets, was included in the consolidated financial statements for the first time using the purchase +method. Significant synergies are expected from the transaction, particularly revenue synergies, which is +reflected in the goodwill resulting from the transaction. +The identifiable assets and liabilities of Crypto Financ are recognised at fair value on the acquisition +date. Any excess of cost over the acquirer's interest in the fair value of the subsidiary's net identifiable +assets is recognised as goodwill. Goodwill is reported in subsequent periods at cost less accumulated +impairment losses. +26.5 +1.6 +5.4 +200.1 +2.2 +32.0 +1,653.3 +Acquired assets and liabilities +Customer relationships +Trade names +Software +Software in development +Property, plant and equipment +Other non-current assets +89.9 +Other current assets +Trade receivables +Acquired bank balances +Deferred tax liabilities +Deferred tax assets +Contract liabilities +Other current liabilities +Non-controlling interests5 +Total assets and liabilities acquired +Goodwill (not tax-deductible) +1) Purchase price payments to an escrow account until final settlement +2) Original costs of seller +3) A call right was purchased for €8.7 million that is recognised as a financial instrument in accordance with IFRS 9 rather than in accordance with IFRS 3. +4) Reclassification of effective portion of cash flow hedge for the purchase price to acquisition cost of the investment +5) The non-controlling interests are calculated on the basis of the acquired net assets, excluding goodwill. +476.9 +Other non-current liabilities +107.6 +30.2 +1,019.4 +1,113.0 +74.1 +128.0 +EEX (commodities) +Power derivatives +Power spot +0 +83.4 +33.5 +203.4 +0 +600.3 +0 +228.6 +128.0 +0 +59.0 +56.9 +0 +55.8 +50.0 +0 +0 +24.2 +22.6 +74.1 +83.4 +88.5 +84.2 +0 +0 +62.5 +62.1 +0 +50.7 +1.2 +7.7 +71.1 +350.4 +325.7 +16.9 +5.2 +360T (foreign exchange) +Trading +88.6 +86.7 +0 +Other +3.8 +24.6 +0 +113.2 +107.5 +0 +0 +Xetra (cash equities) +Trading and clearing +226.9 +237.3 +450.1 +20.8 +1.4 +15.7 +44.9 +72.7 +0 +0 +Gas +65.2 +54.5 +0 +0 +Annual fees +20.0 +35.6 +17.0 +Technical connection fees +10.7 +10.2 +0 +0 +Market Data Services +10.5 +0 +0 +Other +0 +€m +The other revenue stems from non-recurring service contracts. The performance obligations for +advertising services and event sponsoring are settled when the service is provided, i.e. when the +publication takes place or the advert is published. Performance obligations for advisory services are +settled over time on the basis of the service rendered up to the reporting date. Measurement of the +percentage of completion follows the invoicing. +2021 +€m +Fees collected for the administration of securities, for corporate events for securities and for settlement +services are recognised when the agreed service is provided to the customer. This occurs when +instructions are received and the transactions are processed. The service has been fulfilled at this point +in time. Receivables are recognised if the agreed service is rendered at a specific point in time and the +claim to the consideration solely depends on the course of time. Since discounts are generally granted +on a monthly basis, the recognition of a contractual liability is not necessary. Customers are invoiced on +a monthly basis and consideration is payable when invoiced. +Via Clearstream, we offer a wide range of global securities financing (GSF) services. These include +collateral management and securities lending services. Customers of collateral management services +simultaneously receive and consume the benefits with the company's performance of the service. +Revenue is recognised over time concurrent with the provision of collateral management services. +Services in the securities lending business, on the other hand, are provided at a specific point in time. +In addition, infrastructure fees are charged for the technical connections to our custody and clearing +systems. They are accounted for in the same way as described in the section “Eurex (financial +derivatives)". +IFS (Investment Fund Services) +The segment provides services to standardise fund processing and to increase efficiency and safety in +the investment fund sector. The services offered comprise order routing, settlement and asset +administration, as well as custody services. By acquiring Clearstream Fund Centre AG, IFS has expanded +its range of services related to the distribution and placement of collective investment funds in Germany +and abroad. Service and distribution agreements are signed with the fund providers or asset managers. +A trailer fee is charged and recognised in "Funds distribution". Service fees are also charged for the +management of distribution contracts and for granting access to the fund platform. Revenue is +recognised when the promised service is transferred to the customer. This occurs when instructions are +received and the transactions are processed. The service has been fulfilled at this point in time. Revenue +is recognised based on the price specified in the price list and reduced by the corresponding rebates. +Customers are invoiced on a monthly basis and consideration is payable when invoiced. +Qontigo (index and analytics business) +The Qontigo segment comprises the index and analytics business. The index offering ranges from blue- +chip, benchmark, strategy, sustainability to smart-beta indices. The Group generates revenue from +calculating and marketing indices, which financial market participants use as underlyings for financial +instruments or as a benchmark for the performance of investment funds. In its analytics business +Qontigo offers its clients risk-analytics and portfolio-construction tools. +172 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated income statement +Remuneration Report +Further information +<3 +Customers in the index business simultaneously receive and consume all of the benefits provided during +the contract term. The recognition of revenue for index licences is based on fixed payments, variable +payments (usage-based volumes; mostly assets under management) or a combination of the two. For +variable payments, customers report their usage and fees are invoiced in the quarter after usage; +monthly estimates are recognised. This is determined either based on the customer's average usage over +the previous twelve months, adjusted to take into account current developments in the markets or based +on the real data in the markets on a customer level. +Revenue estimates are revised when warranted by the circumstances. Increases and decreases in +estimated revenue are reflected in the consolidated income statement in the period in which the +circumstances that give rise to the revision become known by the management. For two fee components +(minimum fee and usage-based fee), a contract liability is recognised and reduced each month based on +the usage that has been recognised each month. Customers are invoiced on a quarterly basis and +consideration is payable when invoiced. +Customers of the analytics business either receive the right to access the intellectual property or receive +the right to use the intellectual property. The intellectual property licences are granted for software +products, which are subsequently referred to as “SaaS Front Office" and "SaaS Middle Office". Revenue +generated with SaaS Front Office fees is recognised at a specific point in time because all contractual +obligations are fulfilled, and the customer obtains control of the asset, as soon as the licence key is +transferred to the customer. SaaS Middle Office fees are recognised over time, i.e. the contractual term. +Fees are also charged for the maintenance and servicing (summarised as "Maintenance") of the software +products, which are realised over the contract term. For this purpose, the transaction price for +maintenance is calculated and allocated according to the "expected cost plus a margin" approach. This +revenue is presented under "Axioma". +Additional costs are capitalised for multi-year contracts when initiating a contract. +ISS (Institutional Shareholder Services) +<3 +The ISS segment offers corporate governance solutions, ESG data and analytics services. Net revenue +aggregated as ESG revenue is generated in the business units Corporate Solutions, ESG Analytics and +Governance Solutions. Net revenue aggregated as non-ESG revenue is generated in the business units +Market Intelligence, Media, FWW (fund data), Liquid Metrics and SCAS (Securities Class Action Service). +Most of this revenue stems from fixed-term contracts and recurring services. Revenue is recognised over +time when the contractually agreed service is provided to the customer. Fees are generally charged in +advance, either before the licence starts or periodically over the term of the licence. Proxy voting services +are provided at a point in time and revenue is recognised when the contractually agreed service is +provided to the client. +Further information +Financial statements and notes | Notes on the consolidated income statement +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated income statement +Remuneration Report +Further information +360T (foreign exchange) +<3 +360T is a provider of optimised services covering the entire trading process of foreign-exchange products +and generates commission income from trading fees. In addition, 360T generates other fees in the form +of access fees to use the trading platform, installation fees from the onboarding of customers on its +trading platform, as well as user set-up fees and fees for the programming and maintenance of +necessary interfaces. Revenue is recognised when the contractually agreed service is provided to the +customer. Revenue from the use of the platform and maintenance fees are recognised on a pro-rata +basis. Access fees, transaction fees, as well as trading platform fees, contain different discount +schedules on a monthly basis. Such discounts are considered accordingly in the month in which the +services are rendered and reduce the sales revenue of such period. They are invoiced on a monthly +basis. Maintenance fees are invoiced on an annual basis. +Xetra (securities trading) +As a general rule, securities intended for trading on the regulated market of Frankfurter Wertpapierbörse +(FWB, the Frankfurt Stock Exchange) are subject to the admission and listing or inclusion, resolved by +FWB's Management. Deutsche Börse AG, as the operator of the public-sector exchange, charges fees for +the admission, listing, inclusion and quotation of securities on the regulated market. Fees charged for +the admission and inclusion of securities with definite maturities on the regulated market are realised +using the projected useful lives of the underlying securities. Accordingly, the fees charged for the listing +of securities on the regulated unofficial market are realised using the projected useful lives of the +underlying securities. The method for measuring the percentage of completion of the performance +obligation on the basis of projected useful lives is considered appropriate within the meaning of IFRS 15. +Invoicing is made on a quarterly basis and receivables are payable upon receipt of invoice. +Listing fees are levied for the activity of all bodies of FWB, which supervise the trading and the +settlement of trades as well as ensure the proper functioning of all trading activities (permanent +possibility to make use of exchange facilities). Listing fees are recurring fees, which are charged for a +service that is delivered over time. Accordingly, revenue is realised on a pro-rata basis. Revenue from +fees for listings on the regulated unofficial market is realised in a similar manner. This revenue is +presented under “Listing revenue". +Contracts for trading and clearing cash market products, contracts for trading data and market signals +and contracts for infrastructure services in the Xetra (securities trading) segment are accounted for in the +same way as described in the section Eurex (financial derivatives). +Clearstream (post-trading) +Clearstream provides post-trading infrastructure and services; it offers transaction settlement services as +well as administration and custody of securities. The fees are calculated in accordance with the prices +set in the price list as well as with any relevant discounts granted. In accordance with the general terms +and conditions, the customer authorises direct debiting and consequently no financing component has +been identified. Customers in the custody business receive the benefit from the service provided and +consume it at the same time as the performance is fulfilled during the contract period. The revenue +generated from this is generally realised on a monthly basis upon invoicing. +171 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Remuneration Report +0.4 +173 +Deutsche Börse Group | Annual report 2021 +Financial statements and notes | Notes on the consolidated income statement +Remuneration Report +Further information +Composition of net revenue (part 1) +Eurex (financial derivatives) +Equity index derivatives +Interest rate derivatives +Equity derivatives +OTC Clearing +Margin fees +Infrastructure +Eurex Data +Other +Sales revenue +<3 +Treasury result from banking and +similar business +2021 +€m +2020 +€m +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +174 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated income statement +Remuneration Report +Further information +<3 +Performance-related fees for services in connection with securities and class-action litigation are variable +consideration and are only recognised when all the conditions have been met and no uncertainty +remains concerning the variable consideration that is beyond the control of the entity. This is the case +when the lawsuit has been won or a settlement has been reached. Fees for exceeding the minimum +volumes for proxy research and services in connection with the exercise of voting rights are also variable +consideration. +Since neither the volume that will be used nor the price of these services can be determined with +reasonable certainty when the contract starts, the variable portion of the consideration is restricted up to +the date of full performance and only recognised when the transaction price can be determined. +Consideration is generally due 30 days after the invoice date. At the start of the contract ISS expects that +the period between providing the service and receiving the consideration from the clients is at most one +year, so there is no significant financing component. +Result of treasury activities in banking and similar business +2020 +The treasury result of banking and similar business stems mainly from investing surplus liquidity and +from the fair value measurement of foreign exchange transactions. It also includes income from +exchange rate differences resulting from finance instruments in the banking business. Given the +currently prevailing interest rate anomaly, we also generate interest income from customer balances held +with us (in a negative interest rate environment). Furthermore, this item comprises interest payments +made on customer balances (positive interest rate environment) as well as cash investments (negative +interest rate environment) and fees for providing customer credit lines. Interest income and interest +expenses are calculated, allocated and realised when due, with the applicable effective interest rate on a +daily basis. +Other operating income is income not directly attributable to our typical business model. Other operating +income is usually realised when all chances and risks have been transferred. Other operating income +comprises, for instance from, income from subleasing property, agency contracts as well as the reversal +of impairments recognised on trade receivables. In addition, valuation effects, such as income from +exchange rate differences from non-banking business, are reported under other operating income. +Volume-related costs +The item “volume-related costs" consists of expenses directly related to revenue and which depend +directly on the following factors: +■The number of certain trading and settlement transactions, +■ The custody volume and volume of global securities financing, +■The amount of purchased data, +■ The sales commissions to distribution partners for the distribution of capital investments, +■ Revenue sharing agreements and maker-taker price models. +Volume-related costs are not incurred if the corresponding revenue is no longer generated. +Other operating income +0 +2020 +19.4 +Regulatory services +93.5 +92.9 +- 27.0 +- 23.8 +6.9 +0.1 +Xetra Data +18.9 +21.2 +7.0 +-0.8 +1.7 +- 35.0 +- 38.0 +1.0 +0.9 +Trading and clearing +Xetra (cash equities) +101.5 +107.8 +- 6.4 +- 0.9 +20.4 +- 1.1 +- 0.9 +0.0 +0.5 +- 10.9 +- 14.1 +118.3 +115.8 +Power spot +0.0 +0.0 +0.0 +-0.6 +71.1 +72.1 +Gas +0.0 +0.0 +- 10.3 +- 11.5 +54.9 +43.0 +Infrastructure +32.2 +15.8 +- 5.4 +0.4 +0 +19.6 +7.7 +9.0 +0.0 +- 1.5 +0.0 +0.0 +Market Data Services +10.2 +10.7 +0.0 +0.0 +0.0 +0.0 +Technical connection fees +17.0 +20.0 +0.0 +0.0 +0.0 +0.0 +Annual fees +2.7 +Listing +Other +Power derivatives +1.1 +- 4.2 +23.5 +- 1.6 +- 1.1 +0.4 +0.0 +Other +81.9 +84.3 +- 4.8 +- 4.3 +0.0 +0.0 +Trading +360T (foreign exchange) +302.2 +341.5 +- 30.8 +- 26.9 +2.1 +1.1 +36.4 +57.5 +- 4.6 +1.6 +EEX (commodities) +1,110.3 +995.8 +Further information +Composition of net revenue (part 2) +<3 +Other operating income +Volume-related costs +Net revenue +2021 +2020 +2021 +2020 +€m +€m +€m +€m +2021 +€m +€m +Eurex (financial derivatives) +Equity index derivatives +0.1 +0.1 +- 60.3 +- 59.9 +389.9 +Remuneration Report +540.5 +Financial statements and notes | Notes on the consolidated income statement +Executive and Supervisory Boards +18.0 +0 +0 +Xetra Data +116.6 +113.6 +0 +Regulatory services +9.9 +12.7 +0 +0 +Infrastructure +42.8 +43.9 +0 +0 +415.6 +425.5 +0.4 +0 +175 +Deutsche Börse Group | Annual report 2021 +Management report +Listing +Interest rate derivatives +0.1 +0.0 +0.0 +- 0.5 +-0.2 +88.0 +84.0 +10.9 +8.7 +- 10.4 +- 11.0 +63.0 +59.8 +Other +11.9 +7.3 +- 8.0 +- 3.6 +54.6 +37.2 +16.7 +18.0 +114.4 +- 104.1 +85.4 +0.1 +68.0 +-0.1 +- 3.0 +- 3.4 +225.7 +200.1 +Equity derivatives +0.0 +0.1 +- 9.5 +- 8.6 +49.5 +48.4 +OTC Clearing +Margin fees +Infrastructure +Eurex Data +23.9 +22.3 +- 22.6 +- 17.4 +57.1 +54.9 +- 30.2 +- 20.6 +0.0 +Additional costs are capitalised for multi-year contracts when initiating a contract. +3,509.5 +0.0 +0 +0 +0 +thereof 360T +0 +0 +0 +0 +0 +0 +thereof Xetra +thereof Clearstream +0 +- 5.0 +17.5 +0 +21.6 +0 +46.5 +- 621.0 +3,213.8 +Consolidation of internal revenue +- 8.9 +13.7 +76.0 +78.4 +0.0 +0 +thereof Eurex +- 8.9 +- 8.7 +55.6 +55.3 +46.6 +thereof EEX +- 1,013.1 +12.1 +0 +0 +- 50.3 +- 51.2 +0 +0 +0 +- 1.0 +85.1 +40.5 +- 937.1 +- 542.6 +3,509.5 +3,213.8 +1) Clearstream Fund Centre was only included in the Group from 30 September 2020, which means that comparability is not possible. +178 +0 +10.9 +0 +- 0.3 +0 +2.9 +1.5 +- 7.0 +- 5.9 +190.2 +thereof IFS +thereof Qontigo +thereof ISS +Group +0 +0 +0 +0 +-0.4 +0 +54.2 +94.0 +Total +0.0 +0.0 +-4.7 +-4.9 +41.3 +34.7 +Exchange licences +0.0 +0.0 +-3.0 +-3.1 +33.9 +34.7 +Other licences +0.6 +ETF licences +0.0 +Qontigo (index and analytics business) +382.4 +-454.4 +-87.1 +77.6 +14.4 +Other +39.4 +0.1 +-1.1 +-2.3 +67.7 +34.4 +39.5 +0.4 +- 469.6 +- 102.1 +232.8 +-9.2 +-9.2 +107.6 +158.2 +n/a +Non-ESG +1.1 +n/a +-5.7 +n/a +65.7 +n/a +1.1 +n/a +- 14.4 +n/a +223.9 +n/a +n/a +-8.7 +n/a +0.0 +105.6 +Axioma +0.1 +1.7 +-15.0 +-14.3 +75.9 +Deutsche Börse Group | Annual report 2021 +73.1 +1.7 +- 31.9 +- 31.5 +258.7 +248.1 +ISS (Institutional Shareholder Services) +ESG +0.7 +0.3 +Executive and Supervisory Boards +Financial statements and notes | Notes on the consolidated income statement +Remuneration Report +2.9 +3.0 +36.5 +26.2 +549.5 +545.8 +Composition of fees paid to the auditor (PwC) +Statutory audit services +Other assurance or valuation services +Tax advisory services +Other services +Total +Composition of fees paid to the auditor (KPMG) +Statutory audit services +Other assurance or valuation services +Total +Tax advisory services +Miscellaneous +4.1 +21.6 +Advertising and marketing costs +15.9 +15.6 +Travel, entertainment and corporate hospitality expenses +4.3 +5.8 +Cost of exchange rate differences +4.6 +5.7 +Voluntary social benefits +5.3 +4.4 +Supervisory Board remuneration +4.6 +Short-term leases +29.1 +Other services +1) Additional values added for the appointed auditor. +AG¹ +€m +€m +6.1 +3.9 +0.6 +0.5 +0.8 +0.2 +0.2 +0 +7.7 +4.6 +180 +1.2 +KPMG network +Total +thereof KPMG +4.5 +2021 +thereof PwC +PwC network +GmbH +€m +€m +6.8 +4.1 +0.6 +0.2 +0.4 +0.2 +0 +0 +7.8 +2020 +Insurance premiums, contributions and fees +31.8 +37.4 +- 31.3 +373.6 +378.2 +- 239.5 +- 256.0 +120.6 +155.8 +20.6 +33.4 +1.5 +7.3 +142.7 +196.6 +Other operating income of €85.1 million (2020: €40.5 million) related mainly to valuation of the +acquisition of the second Clearstream Fund Centre tranche in the amount of €39.7 million, a receivable +for reimbursement of costs in the amount of €17.1 million and the valuation of a contingent purchase +price component in the amount of €7.0 million. Further effects result from income from exchange rate +differences of €4.5 million (2020: €6.0 million), income from management services of €1.9 million +(2020: €1.3 million). +5. Staff costs +- 33.4 +Composition of staff costs +64.9 +Other operating income +Further information +<3 +Revenue recognised in the financial year from performance obligations fulfilled or partially fulfilled in +prior periods amounted to €12.3 million (2020: €17.1 million). +Composition of treasury result from banking and similar business +2021 +€m +2020 +€m +Interest income from positive interest environment +Debt financial assets measured at amortised cost +Interest expenses from positive interest environment +Financial liabilities measured at amortised cost +Interest income from negative interest environment +Debt financial assets measured at amortised cost +Interest expenses from negative interest environment +Financial liabilities measured at amortised cost +Net interest income +Result from fair value valuation of foreign currency derivatives +Other currency result +Total +19.9 +Wages and salaries +Social security contributions, retirement and other benefits +Total +4 +2021 +2020 +€m +€m +Costs for IT service providers and other consulting services +196.6 +248.2 +IT costs +152.7 +139.3 +Non-recoverable input tax +59.7 +40.0 +Premises expenses +<3 +Composition of other operating expenses +6. Other operating expenses +Further information +2021 +2020 +€m +€m +827.2 +682.2 +174.9 +Management report +140.7 +822.9 +Wages and salaries comprise costs associated with the efficiency programme of €25.4 million +(2020: €36.4 million). +179 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated income statement +Remuneration Report +1,002.1 +0.1 +203.3 +24.6 +36.7 +0.0 +-0.1 +812.5 +334.6 +0 +- 0.1 +Qontigo (index and analytics business) +ETF licences +46.0 +39.6 +0.0 +0.0 +Exchange licences +36.9 +29.4 +37.8 +0.0 +101.2 +Funds distribution¹ +Other +119.5 +92.1 +0.0 +0.0 +96.2 +78.6 +0.0 +0.0 +35.5 +26.0 +0.0 +0.0 +531.9 +0.0 +Connectivity +0.0 +Other licences +Non-ESG +70.3 +n/a +0.0 +n/a +237.2 +n/a +0 +n/a +Total +4,285.9 +3,584.0 +142.7 +196.6 +Consolidation of internal revenue +n/a +0.0 +0.0 +166.9 +116.2 +114.8 +0.0 +0.0 +Axioma +90.8 +85.7 +0.0 +0.0 +289.9 +277.9 +0 +0 +ISS (Institutional Shareholder Services) +ESG +n/a +Settlement +Custody +IFS (investment fund services) +Clearstream (post-trading) +Sales revenue +<3 +Treasury result from banking and +similar business +2021 +€m +2020 +2021 +2020 +€m +€m +€m +Custody +597.4 +565.6 +-0.2 +Composition of net revenue (part 3) +0.0 +Further information +Financial statements and notes | Notes on the consolidated income statement +Funds distribution¹ +0.1 +- 0.1 +43.9 +43.8 +11.9 +30.0 +- 63.9 +- 63.8 +364.0 +391.7 +176 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Remuneration Report +Settlement +193.0 +180.8 +0.0 +Connectivity ICSD +80.3 +74.4 +0.0 +0.0 +Other +47.4 +47.9 +0.7 +7.3 +1,047.7 +999.8 +51.3 +108.1 +0.0 +52.9 +51.6 +GSF collateral management +0.0 +0.0 +Net interest income from banking business +0 +0 +50.8 +Third-party services +- 67.1 +23.9 +0.0 +0.0 +GSF lending services +54.1 +54.3 +0.0 +0.0 +23.9 +- 64.7 +100.8 +0.0 +0.0 +0.0 +-24.5 +-29.0 +29.6 +25.3 +GSF Collateral management +0.0 +0.0 +-0.3 +-1.3 +51.3 +51.6 +Connectivity ICSD +0.0 +GSF Lending services +0.0 +23.8 +-0.1 +-73.2 +-66.6 +120.2 +114.8 +Net interest income from banking business +0.0 +0.0 +-0.8 +-0.3 +50.0 +100.5 +Third Parties +0.0 +0.0 +-0.1 +23.8 +-6.6 +-5.3 +73.7 +87.4 +Settlement +0.0 +0.0 +-6.0 +-6.6 +90.2 +72.0 +Connectivity +0.0 +0.0 +-1.6 +0.0 +33.9 +-1.4 +113.0 +-4.7 +-6.5 +0.0 +69.1 +Other +20.7 +0.8 +-27.2 +-31.4 +41.6 +0.6 +24.6 +1.6 +-286.6 +835.4 +827.2 +IFS (investment fund services) +Custody +0.0 +23.0 +0.4 +- 282.3 +417.5 +0 +- 9.9 +- 7.4 +0 +0 +-0.4 +- 0.3 +0 +0 +- 50.3 +- 51.2 +0 +0 +thereof ISS +Group +- 5.7 +- 5.4 +thereof Qontigo +thereof IFS +-0.1 +- 0.1 +thereof Eurex +Settlement +0 +thereof EEX +0.0 +- 1.0 +4,218.8 +0 +0 +thereof 360T +0.0 +0 +0 +thereof Xetra +thereof Clearstream +0 +0 +0 +0 +€m +€m +2021 +€m +2020 +€m +2021 +€m +2020 +Clearstream (post-trading) +Custody +1.9 +0.2 +0 +445.2 +-153.9 +-148.3 +2020 +2021 +€m +Volume-related costs +1) Clearstream Fund Centre was only included in the Group from 30 September 2020, which means that comparability is not possible. +Net revenue +142.7 +177 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated income statement +Deutsche Börse Group | Annual report 2021 +Composition of net revenue (part 4) +Other operating income +<3 +Remuneration Report +3,519.3 +196.6 +Further information +The other intangible assets were largely acquired within the context of business combinations and refer +to exchange licences, trade names and customer relationships. The acquisition costs correspond to the +fair values as at the acquisition date. Depending on the relevant acquisition transaction, the expected +useful life is 5 to 20 years for trade names with finite useful lives, 4 to 24 years for participant and +customer relationships and 2 to 20 years for other intangible assets. +Exchange licences as well as certain trade names have no finite useful lives and, in addition, there is an +intention to maintain the exchange licences as part of the general business strategy. Therefore, an +indefinite useful life is assumed. +Value in use is estimated on the basis of the discounted estimated future cash flows from continuing use +of the asset and from its ultimate disposal, before taxes. For this purpose, discount rates are estimated +based on the prevailing pre-tax weighted average cost of capital. If no recoverable amount can be +determined for an asset, the recoverable amount of the cash-generating unit (CGU) to which the asset +can be allocated is determined. +Intangible assets are derecognised on disposal or when no further economic benefits are expected to +flow from them. +- 3.4 +Impairment tests +At each reporting date, the Group assesses whether there are any indications that an intangible asset +may be impaired. If this is the case, the carrying amount is compared with the recoverable amount (the +higher of the value in use and fair value less costs of disposal) to determine the amount of any potential +impairment. +Capitalised development costs are amortised from the date of first use of the software using the straight- +line method over the asset's expected useful life. The useful life of internally developed software is +generally assumed to be seven years; a useful life of ten years is used as the basis in the case of newly +developed systems. +Purchased software is generally amortised based on the projected useful life. The amortisation period for +intangible assets with finite useful lives is reviewed at a minimum at the end of each financial year. If +the expected useful life of an asset differs from previous estimates, the amortisation period is adjusted +accordingly. +Recognition and measurement +Financial statements and notes | Notes on the consolidated statement of financial position +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Remuneration Report +Further information +บ +Irrespective of any indications of impairment, intangible assets with indefinite useful lives and intangible +assets not yet available for use must be tested for impairment at least once a year. Impairment tests are +carried out on 1 October every financial year. If the estimated recoverable amount of the asset or CGU is +lower than the respective carrying amount, an impairment loss is recognised and the net carrying +amount of the asset or CGU, respectively, is reduced to its estimated recoverable amount. +At each reporting date, the Group assesses whether there are any indications that an impairment +recognised for non-current assets in previous years (except goodwill) no longer applies. If this is the +case, the carrying amount of the asset is increased and the difference is recognised in profit or loss. The +maximum amount of this reversal is limited to the carrying amount that would have resulted if no +impairment loss had been recognised in previous periods. Deutsche Börse Group does not reverse any +goodwill impairments. +10. Intangible assets +The recoverable amount of the (groups of) CGUs was determined based on the fair value less costs to +sell. The value in use was only determined if the fair value less costs to sell did not exceed the carrying +amount. Given that no active market was available for the (groups of) CGUs, the determination of fair +values less costs to sell was based on the discounted cash flow method (level 3 input factors). The +detailed planning period usually covers a respective time period of five years; for (groups of) CGUs, +which have been allocated an asset with an indefinite useful life, such time period ends in perpetuity. +Individual costs of capital are determined for each (group of) CGU(s), for the purpose of discounting +projected cash flows. These capital costs are based on data incorporating beta factors, borrowing costs, +as well as the capital structure of the respective peer group. Pricing, trading volumes, assets under +custody, market share assumptions or general business development assumptions are based on past +experience or market research. Other key assumptions are mainly based on external factors and +generally correspond to internal management planning. Significant macroeconomic indicators include, +for instance, equity index levels, volatility of equity indices, as well as interest rates, exchange rates, +GDP growth, unemployment levels and government debt. When calculating value in use, the projections +are adjusted for the effects of future restructurings and performance investments, if appropriate. +At the acquisition date, goodwill is allocated to the CGUs or groups of CGUs, that is/are expected to +create synergies from the relevant acquisition. If changes arise in the structure of CGUs, for example +through a new segmentation, goodwill is allocated taking into account the relative fair values of the +newly defined CGUs. Irrespective of any indications of impairment, these items must be tested for +impairment at least annually at the lowest level of impairment at which Deutsche Börse Group monitors +the respective goodwill. An impairment loss is recognised if the carrying amount of the CGUs or groups +of CGUs, to which goodwill is allocated, including the carrying amount of that goodwill, is higher than +the recoverable amount of this group of assets. The impairment loss is first allocated to the goodwill, +then to the other assets in proportion to their carrying amounts. +187 +position +16.1 +E +- 1.3 +0.3 +- 1.0 +188 +0.9 +0 +0 +1.5 +- 14.1 +2.0 +427.4 +400.7 +1.9 +443.5 +402.6 +To determine the expected income tax expense, earnings before tax have been multiplied by the +composite tax rate of 26 per cent assumed for 2021 (2020: 26 per cent). +As at 31 December 2021, the reported income tax rate was 25.9 per cent (2020: 26.3 per cent). +186 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +Notes on the consolidated statement of financial +Deutsche Börse Group | Annual report 2021 +Adjustment of previous year Goodwill +Management report +550.2 +0 +271.2 +837.2 +0 +0 +4.3 +0 +0 +4.3 +Additions +13.9 +54.8 +0 +64.8 +0.8 +134.3 +Disposals +- 3.3 +- 0.1 +15.5 +0 +-0.2 +0 +15.8 +Acquisitions from business combinations +6,216.7 +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +บ +Intangible assets +Purchased +Internally +developed +Payments +on account +and +Other +software +€m +Executive and Supervisory Boards +software +€m +construction +in progress +€m +intangible +assets +€m +Total +€m +Historical cost as at 1 Jan 2020 +296.8 +1,147.2 +3,470.5 +102.4 +1,199.8 +Goodwill +€m +14.0 +18.1 +- 12.8 +Provisions for pensions and other employee benefits +81.7 +88.1 +- 25.6 +- 17.7 +Other provisions +19.1 +- 2.4 +- 0.1 +Liabilities +83.1 +40.8 +- 22.5 +- 10.7 +Tax loss and interest carryforwards +58.0 +15.6 +0 +0 +Deferred taxes (before netting) +352.3 +257.7 +- 551.0 +- 16.3 +- 19.7 +7.4 +34.4 +€m +0 +€m +Intangible assets +Internally developed software +74.5 +86.0 +- 449.8 +- 254.1 +17.2 +30.0 +- 312.7 +- 38.7 +Other +57.3 +56.0 +- 411.1 +- 221.6 +Financial assets +1.5 +1.7 +- 31.0 +- 13.8 +Other assets +- 32.5 +thereof recognised in profit and loss +300.9 +190.4 +Remuneration Report +Further information +Reconciliation from expected to reported income tax expense +Earnings before tax (EBT) +Expected income tax expense +Effects of different tax rates +Effects of non-deductible expenses +Effects of tax-exempt income +Tax effects from loss carryforwards +Effects from changes in tax rates +Effects from intra-group restructuring +Financial statements and notes | Notes on the consolidated income statement +Other +Income taxes for previous years +Income tax expense +<3 +2021 +2020 +€m +€m +1,709.3 +1,528.2 +444.4 +397.3 +Income tax expense arising from current year +- 15.2 +Management report +Deutsche Börse Group | Annual report 2021 +- 525.1 +- 303.4 +thereof recognised in other comprehensive income" +51.4 +67.3 +- 25.9 +Deferred taxes set off +- 212.5 +- 96.0 +212.5 +- 9.3 +Executive and Supervisory Boards +96.0 +139.8 +161.7 +- 338.5 +- 216.7 +1) See Note 15 for further information on deferred taxes recognised in other comprehensive income. +Short-term elements of deferred taxes are recognised in non-current assets and liabilities in the +consolidated balance sheet, in line with IAS 1 "Presentation of Financial Statements". +At the end of the reporting period, accumulated unused tax losses for which no deferred tax assets were +recognised amounted to €55.5 million (2020: €27.2 million). These unused tax losses are attributable +to domestic losses totalling €14.4 million and to foreign tax losses totalling €41.1 million (2020: +Germany nil, foreign tax losses €27.2 million). +Tax losses can be carried forward indefinitely in Germany as well as in the United Kingdom under +consideration of the minimum taxation rules. In the United States, losses may be carried forward for a +maximum period of 20 years, provided they were incurred before 1 January 2018. In accordance with +the latest tax reform in the US, adopted at the end of December 2017, losses incurred after +31 December 2017 may be carried forward indefinitely, taking into account newly introduced minimum +taxation rules. In all other countries, losses can be carried forward indefinitely. +There were no unrecognised deferred tax liabilities on future dividends of subsidiaries and associates or +on gains from the disposal of subsidiaries and associates in the reporting period (2020: none). +185 +Total +- 3.6 +1.1 +1.1 +11.8 +Reclassifications into assets held for sale +-7.3 +- 3.5 +0 +0.1 +0 +- 10.9 +Reclassifications +€m +- 1.1 +0 +0 +0 +0 +Exchange rate differences +2.1 +1.7 +0 +0.1 +3.2 +7.1 +Amortisation and impairment losses as at +0 +0 +11.8 +0 +0 +Exchange rate differences +- 1.2 +- 0.5 +0 +0 +-0.5 +-2.2 +Amortisation and impairment losses as at +31 Dec 2020 +198.0 +31 Dec 2021 +957.0 +15.5 +196.9 +1,367.4 +Amortisation +37.6 +57.8 +0 +0 +71.0 +166.4 +Impairment losses +0 +0 +231.5 +0 +31 Dec 2020 +€m +31 Dec 2021 +years +31 Dec 2020 +years +435.7 +n/a +21.2 +n/a +235.8 +237.1 +18.8 +19.8 +169.6 +179.7 +16.8 +17.8 +Software, payments on account and software in development +Research costs are recognised as expenses in the period in which they are incurred. Development costs +for internally developed intangible assets are only capitalised when the definition and recognition criteria +for intangible assets according to IAS 38 are met and development costs can be separated from research +costs. +Development costs that have to be capitalised include direct labour costs, costs of purchased services +and workplace costs, including proportionate overheads that can be directly attributed to the preparation +of the respective asset for use, such as costs for the infrastructure of software development. +Development costs that do not meet the requirements for capitalisation are recognised through profit or +loss. Interest expense that cannot be allocated directly to one of the development projects is recognised +through profit or loss in the reporting period. +Total development costs in the reporting year 2021 came to €202.8 million (2020: €158.2 million), of +which €128.7 million were capitalised (2020: €104.0 million). +Impairment testing in 2021 revealed an impairment loss of €11.8 million (2020: €8.2 million), which +is shown in the line item “Depreciation, amortisation and impairment losses" and relates to the following +assets: +■ An impairment loss of €8.0 million (recoverable amount: negative) in the fourth quarter of 2021 +concerned settlement, custody and asset servicing services for the Investor CSD product in the +Clearstream segment. The asset was intended for use by a particular customer. Finally, the customer +decided not to use the product. Promotional activities towards other potential customers did not result +in successful marketing. +■ Another impairment loss of €3.9 million (recoverable amount: negative) in the fourth quarter of 2021 +relates to the OTC currency clearing system in the Eurex segment. The combination of internal and +external operating costs and limited market interest led to the decision to cease providing OTC currency +clearing services. +190 +€m +31 Dec 2021 +Remaining amortisation period as at +บ +15.5 +Carrying amount as at 31 Dec 2020 +117.7 +266.1 +Carrying amount as at 31 Dec 2021 +184.9 +368.3 +3,957.7 +5,596.0 +126.3 +100.1 +271.1 +1,255.4 +1,913.6 +1,023.7 +1,541.8 +5,723.2 +189 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +Material intangible assets with finite useful lives +Customer Relationship ISS Data & Research +Customer Relationship Clearstream Funds Centre +Customer Relationship 360T +Carrying amount as of +8,162.9 +Reclassifications +0 +0 +0 +0 +- 1.2 +0 +0 +- 1.2 +Additions +14.5 +76.8 +0 +76.4 +0.9 +168.6 +Disposals +0 +0 +0 +0 +0 +Reclassifications +2.3 +98.5 +0 +Adjustment of previous year Goodwill +2,190.8 +652.7 +2.4 +23.1 +0 +- 23.8 +-0.1 +0.3 +- 8.6 +- 1.9 +- 67.4 +- 1.4 +- 19.4 +- 98.7 +- 100.8 +Exchange rate differences +31 Dec 2020 +315.7 +1,223.1 +3,957.7 +141.8 +1,452.3 +7,090.6 +Acquisitions through business combinations +79.5 +0 +1,456.2 +Historical cost as at +0 +0 +Reclassifications into assets held for sale +Amortisation +30.5 +86.3 +0 +0 +38.5 +155.3 +Impairment losses +0 +2.6 +0 +5.6 +0 +8.2 +Disposals +-2.2 +0 +0 +0 +0 +- 2.2 +Reclassifications +0 +1,208.3 +158.9 +9.9 +0 +-7.6 +- 10.4 +0 +- 4.1 +0 +- 22.1 +Exchange rate differences +12.0 +4.0 +183.3 +- 0.1 +0 +78.8 +Historical cost as at 31 Dec 2021 +416.4 +1,392.0 +5,596.0 +115.6 +2,184.7 +9,704.7 +Amortisation and impairment losses as at +1 Jan 2020 +170.9 +868.6 +278.0 +€m +0.1 +31.12.2021 +2021 +Composition of financial expense +26.0 +32.9 +0.1 +1.2 +Total +Other interest income and similar income +25.3 +24.2 +Interest income on tax refunds +0.1 +0.1 +Interest income from financial assets measured at fair value through profit or loss +0 +2.2 +Interest income from financial liabilities measured at amortised cost +0.4 +5.1 +0.1 +Interest income from financial assets measured at fair value through other comprehensive income +Interest income from financial assets measured at amortised cost +2020 +€m +€m +Interest expense from financial assets measured at amortised cost +73.0 +Total +2.8 +2.2 +Other interest expense +1.8 +1.4 +Expense of the unwinding of the discount on pension provisions +5.5 +5.2 +€m +Interest expense on lease liabilities +20.8 +Interest expense on taxes +3.4 +2.3 +Transaction cost of financial liabilities measured at amortised cost +49.7 +39.8 +Interest expense from financial liabilities measured at amortised cost +3.9 +1.2 +35.8 +€m +2020 +2021 +Result of derivatives +Result of financial investments measured at fair value through profit or loss +Result of financial investments measured at amortised cost +Result of strategic investments measured at fair value through other comprehensive income +(dividends) +21.5 +38.6 +Result of the equity method measurement of associates +€m +€m +2020 +Result of hedge accounting +2021 +Net income from financial investments comprises measurement effects, dividend payments, +distributions, foreign currency translation effects and write-downs on financial investments. Gains and +losses on financial investments at FVPL are recognised on a net basis in the period in which they arise. +Distributions from funds and dividends are recognised in profit or loss when the Group's right to receive +payments is established and when such dividends are not capital repayments. +7. Result from financial investments +In the financial year 2021, after an extensive selection process by the Supervisory Board, the Annual +General Meeting elected PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, +Frankfurt/Main, (PwC) as the new auditors for the annual and consolidated financial statements 2021 +as well as for the review of the half-year financial report in the reporting year. Fees paid for "statutory +audit services" rendered by PwC mainly comprise the audit of the consolidated financial statements and +the annual financial statements of Deutsche Börse AG as well as various audits of the annual financial +statements of subsidiaries. Audit-integrated reviews of interim financial statements were performed. +Other assurance services relate to ISAE 3000 reports and statutory or contractual audit services. Tax +advisory services comprise support services for the preparation of tax returns and the assessment of and +advice on tax matters. Quality assurance support services were provided for Deutsche Börse AG as part +of other services. +E> +Further information +Financial statements and notes | Notes on the consolidated income statement +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +31.12.2020 +Composition of result from financial investments +102.9 +Total +0.3 +Composition of financial income +The financial result comprises interest income and expenses which are not attributable to the Group's +banking business and are therefore not recognised in net revenue. Interest income and expense are +recognised using the effective interest method over the respective financial instrument's term to maturity. +Interest income is recognised when it is probable that the economic benefits associated with the +transaction will flow to the entity and the income can be measured reliably. Interest expense is +recognised in the period in which it is incurred. +<3 +8. Financial result +Remuneration Report +Financial statements and notes | Notes on the consolidated income statement +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +181 +0 +In 2021, the investment Clarity Al Inc., which was previously measured at equity, was reclassified to the +category "measured at fair value through profit or loss". The fair value measurement resulted in a - +valuation effect of €34.5 million. Furthermore, this item includes € 18.5 million in valuation effects +from fund units measured at fair value through profit or loss. For changes in financial investments see +Note 12. +24.3 +85.2 +-0.2 +- 1.4 +5.2 +- 5.0 +2.9 +53.0 +- 5.3 +0 +In addition to the result of the equity valuation the net income from associates also includes impairment +losses. Impairment losses of €0.2 million were recognised in the reporting year on the investment in +enermarket GmbH (2020: none). The increase in the result of the equity method measurement of +associates compared with the previous year is mainly attributable to the valuation of Tradegate AG +Wertpapierhandlesbank in the amount of € 28.2 million and Clarity Al Inc. in the amount of € 10.5 +million, both of which showed a positive business performance in the reporting year. +The financial result benefited from a one-time effect resulting from the adjustment of the expected +interest rate (~3 per cent for interest periods as of 2019) for possible tax repayments in the amount of +€4.8 million due to the decision of the Federal Constitutional Court of 8 July 2021. +Further information +Deutsche Börse Group | Annual report 2021 +104.1 +130.2 +310.4 +313.4 +414.5 +443.6 +€m +€m +2020 +2021 +<3 +Total +Foreign jurisdictions +Germany +Deferred income tax expense/(-income) +Foreign jurisdictions +Germany +Current income tax expense/(-income) +Allocation of income tax expense to Germany and foreign jurisdictions +Further information +Financial statements and notes | Notes on the consolidated income statement +Remuneration Report +- 0.1 +- 11.9 +- 3.7 +3.6 +31.12.2020 +182 +31.12.2021 +Deferred tax liabilities +<3 +Deferred tax assets +Composition of deferred taxes +Further information +Remuneration Report +Financial statements and notes | Notes on the consolidated income statement +Management report +Management report +Deutsche Börse Group | Annual report 2021 +184 +The following table shows the carrying amounts of deferred tax assets and liabilities as at the reporting +date by line item or loss carryforwards: +Current income tax expense was reduced by €1.2 million in the reporting year by the utilisation of +previously unrecognised tax loss carryforwards (2020: €0.3 million). There was no deferred tax income +from previously unrecognised tax losses (2020: €2.4 million). As in the previous year, there were no +effects resulting from changes of the impairment of deductible temporary differences. +Tax rates of 10.0 to 34.6 per cent (2020: 10.0 to 34.6 per cent) were applied to the Group companies +in the remaining countries; see Note 34. +A tax rate of 24.9 per cent (2020: 24.9 per cent) was used for the Group companies in Luxembourg. +This includes trade tax at a rate of 6.7 per cent (2020: 6.7 per cent) and corporation tax at 18.2 per +cent (2020: 18.2 per cent). +Tax rates of 27.4 to 31.9 per cent (2020: 27.4 to 31.9 per cent) were used in the reporting period to +calculate income taxes for the German Group companies. These reflect trade income tax at rates of +11.6 to 16.1 per cent (2020: 11.6 to 16.1 per cent), corporation tax of 15 per cent (2020: 15 per +cent) and the 5.5 per cent solidarity surcharge (2020: 5.5 per cent) on corporation tax. +402.6 +443.5 +- 2.0 +Executive and Supervisory Boards +Executive and Supervisory Boards +- 9.9 +183 +425.5 +425.5 +414.5 +443.6 +for previous years +for the current year +Current income tax expense/(-income) +€m +€m +2021 +18.1 +Composition of taxes +Deferred tax assets and liabilities are computed using the balance sheet liability approach. The deferred +tax calculation is based on temporary differences between the carrying amounts of assets and liabilities +in the IFRS financial statements and their tax base that will lead to a future tax liability or benefit when +assets are used or sold or liabilities are settled. These differences are used to calculate deferred tax +assets or liabilities. +Deutsche Börse Group is subject to the tax laws of those countries in which it operates and generates +income. If it is probable that the tax authorities will not accept the disclosed amounts or the legal +assessments on which the Group's tax declarations are based (uncertain tax positions), tax liabilities are +recognised based on the best possible estimate of expected cash outflows. Tax assets are recognised if it +is considered likely that they will be realised. The recognition of uncertain tax positions is reassessed if +there is a change in the underlying facts or their legal assessment (e.g. change in case law). +<3 +9. Taxes +Further information +Remuneration Report +Financial statements and notes | Notes on the consolidated income statement +Deutsche Börse Group | Annual report 2021 +Management report +Executive and Supervisory Boards +The deferred tax assets or liabilities are measured using the tax rates that are currently expected to apply +when the temporary differences reverse, based on tax rates that have been enacted or substantively +enacted by the reporting date. Deferred tax assets are recognised for the unused tax loss and interest +carryforwards only to the extent that it is probable that future taxable profit will be available. Deferred tax +assets and deferred tax liabilities are offset where a legally enforceable right to set off current tax assets +against current tax liabilities exists and the deferred tax assets and deferred tax liabilities relate to income +taxes levied by the same taxation authority. +- 11.0 +2020 +- 0.1 +403.1 +444.4 +0.5 +Deferred income tax expense/(-income) +0.9 +Total taxes +Other taxes +Total income tax expense +443.5 +for previous years +13.0 +- 2.0 +402.6 +0 +- 1.0 +due to changes in tax legislation and/or tax rates +due to tax loss and interest carryforwards +0.3 +6.3 +- 25.2 +- 11.9 +- 3.4 +due to temporary differences +Report on specific compliance audits +Deutsche Börse Group | Annual report 2021 +■ +Dealing with the financing of and accounting for M&A transactions +Report on the performance of the Eurex subgroup +■ +14 +■ +Dealing with the status of the SAP roadmap +■ +■ Dealing with ESG reporting and its integration into the annual report for 2021 +■ Dealing with the tax positions of Deutsche Börse AG and other tax issues +accordance with section 289f Handelsgesetzbuch (HGB, German Commercial Code) and the +declaration of conformity in accordance with section 161 AktG +Dealing with legal risks, such as the status of on-going proceedings regarding cum-ex transactions and +Management of regulatory changes such as, in particular, the Act to Strengthen Financial Market +Integrity (FISG, German Financial Market Integrity Strengthening Act) +Management of outsourcing +■ +■ +■ +■ Measures to close internal and external audit findings +Preparation of the Supervisory Board's resolution on the corporate governance statement in +■ Discussion and formal adoption of the Audit Committee's tasks for the coming year +■ Internal control systems: discussion of questions relating to risk management, compliance and capital +market compliance, and the internal control and audit system; discussion of the methods and systems +used and their efficiency, adequacy and effectiveness +Executive and Supervisory Boards | Report of the Supervisory Board +■ Deutsche Börse AG's dividend and the Group's budget +the litigation involving Clearstream Banking S.A. in the USA and Luxembourg in connection with +Iranian clients and assets +Management report +■ +Remuneration Report +■ Deutsche Börse Group's recovery and resolution plans +■ Statutory auditors: obtaining the statement of independence from the external auditors and monitoring +the external auditors' independence; issuing the engagement letter to the external auditors for the audit +of the annual and consolidated financial statements and the integrated combined management report; +agreeing the external auditors' fee; defining the focus areas of the audit; discussing non-audit services +rendered by the external auditors and the engagement of the external auditors to conduct an audit of +the remuneration report; evaluation of the quality of the audit +■ Discussion of the risk appetite of Deutsche Börse Group for 2022 +Discussion of outstanding audit findings and plan of action to address them +Company acquisitions: integration of company acquisitions, risk management in the context of M&A +transactions +Implementation of new regulatory requirements +■ Risk management in Eurex and Clearstream subgroups +Operational risk, information security and business continuity management +■ +■ Deutsche Börse Group's risk strategy and risk culture +Ongoing enhancements to Group-wide compliance and risk management and the harmonisation of +internal control systems +■ Discussion about the quarterly compliance and risk management reports +Financial statements and notes +Risk Committee (five meetings during the reporting period) +" +■ Discussion of the results of the annual staff survey +■ Discussion of the competence profile for the Supervisory Board, the suitability assessment, review of +effectiveness and training schedule for 2022 +representatives of a successor to Amy Yip and Karl-Heinz Flöther as Supervisory Board members +ordinary Annual General Meeting in 2021, candidate search and selection by shareholder +Preparations for the election of the shareholder representatives to the Supervisory Board by the +■ +■ Personnel matters: discussion of succession planning for the Executive Board and subordinate +management levels, preparing a recommendation to the plenary session on the reappointment of +Gregor Pottmeyer, dealing with external memberships and executive and supervisory board mandates +of Heike Eckert, Thomas Book and Gregor Pottmeyer +■ Executive Board remuneration: target achievement by members of the Executive Board; determination +of the variable remuneration for Executive Board members for 2020; preliminary discussion of target +achievement by members of the Executive Board for 2021; preparing the adoption for the Supervisory +Board of the individual targets for the members of the Executive Board for 2022; discussion of the +remuneration report 2021, including the new regulatory requirements; review of appropriateness of +Executive Board remuneration and pensionable income +<3 +Nomination Committee (seven meetings during the reporting period) +Further information +Report by the Chair of the Supervisory Board on the corporate governance roadshow +management report and the audit report, as well as of the half-yearly financial report and the quarterly +statements +by internal control functions and external auditors and regulatory authorities were other important areas +of our work. +■ Financial topics, particularly capital management, tax positions and internal transfer pricing +The strategy for Eurex' derivative business was a key topic at the strategy workshop on 21 April 2021. +Another topic was the M&A process, particularly Deutsche Börse AG's concept for the post-merger +integration. The Executive Board also informed us fully about the capital market's view of Deutsche +Börse AG. In addition, the Executive Board reported on implementation of the hybrid working model +once the COVID-19 pandemic was over. +In another extraordinary meeting on 17 March 2021, we again examined a potential company +acquisition by Deutsche Börse AG. +<3 +Further information +Remuneration Report +Financial statements and notes +Management report +Executive and Supervisory Boards | Report of the Supervisory Board +Deutsche Börse Group | Annual report 2021 +11 +At an extraordinary meeting on 12 March 2021, we discussed the Supervisory Board report for 2020 +in its updated form. +At the ordinary meeting on 5 March 2021, we discussed Deutsche Börse AG's financial statements for +2020 as well as the consolidated financial statements for 2020 in the presence of the external auditors. +We approved the 2020 financial statements and consolidated financial statements, having carried out +our own detailed examination, in line with the recommendation by the Audit Committee. The committee +had previously examined the documents in depth in preparation for our meeting. We also adopted the +report of the Supervisory Board for 2020, the latest version of the corporate governance statement and +the agenda for the Annual General Meeting in 2021, which again took place online this year due to +COVID-19. The Executive Board informed us of the personnel situation in Deutsche Börse Group. The +Executive Board also reported on the current status of ongoing proceedings regarding securities +transactions by market participants over the dividend date (cum-ex transactions). We were informed +about the current status of legal proceedings involving Clearstream Banking S.A. in the USA and +Luxembourg in connection with Iranian clients and assets. We also looked at a potential company +acquisition by Deutsche Börse AG. +In the technology workshop on 5 March 2021, we discussed in detail the topics of data protection and +data security when transferring personal data to the USA, following changes to the legal situation in +Europe. We also gained a general impression of the IT architecture and its importance for internal +company change processes, as well as the current status of the IT architecture in Deutsche Börse Group. +At our ordinary meeting on 5 February 2021, the Executive Board reported in a regular cycle on the +status of the cross-divisional client relationship management. We also addressed in detail the +preliminary results for 2020 financial year, the Executive Board's dividend proposal for 2020 and the +financing of the majority acquisition of ISS, Inc. Following a detailed examination, we set the amount of +the variable remuneration payable to the Executive Board for the 2020 financial year. We also adopted +the combined corporate governance statement 2020. The Executive Board informed us in detail about +succession planning for the senior management level and about gender diversity and the creation of a +global talent pool for upper and middle management. +Our plenary meetings and workshops during the reporting period focused particularly on the following +issues: +In addition, the Supervisory Board Chair held virtual meetings with institutional investors and proxy +advisers in the period from November 2021 and January 2022, to discuss current governance topics +affecting the Supervisory Board. These discussions centred on personnel decisions for the Supervisory +Board and Executive Board, the remuneration report for 2021, which for the first time has to be +approved by the Annual General Meeting, the planned revision of the attendance fees for Supervisory +Board members, and the implementation of the Supervisory Board's efficiency initiative carried out the +previous year. The Supervisory Board Chair summarised his dialogue with investors in the plenary +meetings. +<3 +Further information +Remuneration Report +Financial statements and notes +Management report +Executive and Supervisory Boards | Report of the Supervisory Board +Deutsche Börse Group | Annual report 2021 +System availability (customer facing IT) +■ Discussion of topics relating to tax risk +At the extraordinary meeting on 17 May 2021, the Executive Board informed us about the status of +investigations by the exchange regulator in Hesse regarding security transactions by market participants +over the dividend date (cum-ex transactions). +At our ordinary meeting on 19 May 2021, we discussed the forthcoming Annual General Meeting with +the Executive Board, which would be attended by Supervisory Board members Amy Yip and Gerd +Tausendfreund for the last time. +At the constitutive meeting on 19 May 2021, after the close of the Annual General Meeting, Martin +Jetter was re-elected as Chair and Jutta Stuhlfauth as Deputy Chair of the Supervisory Board of +Deutsche Börse AG. The newly elected shareholder representative Chong Lee Tan attended the meeting, +as did the employee representatives. The latter were initially appointed by the court, since the election of +shareholder representatives could not be completed because of COVID-19. We passed a resolution +changing the composition of the Supervisory Board committees and discussed the IT equipment +provided for use by the Supervisory Board and the measures in place to ensure information security. +The status of litigation about Iranian customers and assets involving Clearstream Banking S.A. in the +USA and Luxembourg was the subject of an extraordinary Supervisory Board meeting on +27 May 2021. +Audit Committee (six meetings during the reporting period) +The Supervisory Board had seven permanent committees in the reporting year. The committees are +responsible primarily for preparing the decisions to be taken by, and topics to be discussed in, the +plenary meetings. Additionally, the Supervisory Board has delegated individual decision-making powers +to the committees, to the extent that this is legally permissible. The individual committee chairs reported +in detail to the plenary meetings on the work performed by their committees. The Chair of the +Supervisory Board chairs the Nomination Committee, the Strategy Committee/Strategy and Sustainability +Committee, the Chairman's Committee and the Mediation Committee. Details on the members and +duties of the Supervisory Board committees in 2021 can be found in the “Corporate governance +statement" section of the combined management report. The committees focused on the following key +issues: +Committee work +<3 +Further information +Remuneration Report +Financial statements and notes +Management report +Executive and Supervisory Boards | Report of the Supervisory Board +Deutsche Börse Group | Annual report 2021 +13 +In view of the COVID-19 pandemic, the Supervisory Board meetings all took place at the company's +headquarters in the reporting year, using its existing videoconferencing technology. Martin Jetter, the +Supervisory Board Chair, presented the agenda before each meeting and informed the Supervisory Board +about current matters. At the end of each meeting, the Supervisory Board members talked openly and +extensively among themselves, without the Executive Board members, about the meeting itself and +general topics. A similar discussion also took place at the Supervisory Board meeting on 4 March 2022 +in which we approved the separate and consolidated financial statements for 2021. From the middle of +the year onwards, the members of the Audit Committee also had regular talks with the external auditors +without the Executive Board members. +■ Financial reporting: examination, in the presence of the auditors, of the annual financial statements of +Deutsche Börse AG and of the consolidated financial statements, of the integrated combined +The newly elected employee representatives took part for the first time at the ordinary meeting on 8 +December 2021. We elected the employee representative Markus Beck as Deputy Chair of the +Supervisory Board. We adopted the budget for 2021 and renewed the appointment of CFO Gregor +Pottmeyer until 30 September 2025. The Executive Board also informed us about the achievements to +date at the half-way point of the Group strategy Compass 2023. It also informed us about the +implementation status of the personnel strategy and the revisions that had been made to the strategy for +2022. We gained an impression of the performance of recently acquired companies and equity +investments in the context of Deutsche Börse Group's corporate venturing activities and adopted the +Executive Board targets for 2022. We discussed and adopted the results of our annual effectiveness +review in accordance with section D.13 of the German Corporate Governance Code (GCGC), the annual +suitability assessment of the Supervisory Board and the Executive Board, as well as the upcoming year's +training plan for the Supervisory Board. Furthermore, we adopted the declaration of conformity pursuant +to section 161 Aktiengesetz (AktG, German Stock Corporation Act) for the 2021 financial year. The +declaration of conformity can be viewed at www.deutsche-boerse.com > Investor Relations > Corporate +Governance Declaration of conformity. +At the ordinary meeting on 29 September 2021, we were informed in detail by the Executive Board +about the project to develop a global market for digital assets that Deutsche Börse AG is driving forward +along with the founding team of 360X and external partners. The Executive Board also informed us +about the results of a structured investor survey. We discussed the intention to renew the Executive +Board appointment of Gregor Pottmeyer in good time. The status of ongoing proceedings regarding +securities transactions by market participants over the dividend date (cum-ex transactions) was again +discussed by the Supervisory Board. We also reviewed the results of the adequacy review of Executive +Board remuneration. We carried out the scheduled review of the competence profile for the Supervisory +Board and approved an updated version. We also prepared the annual review of the Supervisory Board's +effectiveness. +<3 +Further information +Remuneration Report +Financial statements and notes +Management report +Executive and Supervisory Boards | Report of the Supervisory Board +Deutsche Börse Group | Annual report 2021 +12 +At the ordinary meeting on 22 June 2021, we adopted an amendment to the bylaws for the +Supervisory Board, making ESG aspects a formal element of our corporate governance. In addition, we +passed a resolution on the scheduled review of Executive Board remuneration and engaged an external +remuneration expert to determine whether it is appropriate. We again dealt with the status of ongoing +proceedings regarding security transactions by market participants over the dividend date (cum-ex +transactions). Finally, we adopted an updated version of the travel expense policy for the Supervisory +Board. +Another IT workshop held on 21 June 2021 was the first time the full Supervisory Board had discussed +the IT strategy 2023+, which is in line with the Group strategy Compass 2023 and supports its goals. +Preventing corruption and fraud was the subject of a compliance workshop that took place on the same +day. +At the extraordinary meeting on 9 June 2021, we again dealt with the status of ongoing proceedings +regarding security transactions by market participants over the dividend date (cum-ex transactions). +The main aspects of the company's D&O insurance from the Supervisory Board perspective were dealt +with at a risk workshop on 29 September 2021. +■ Discussion of risks in the index business and mitigating measures +in 2021 +10% CAGR +■ Discussion of the concept and development of the IT strategy 2023+ +Remuneration Report +Management report | What we achieved in 2021 +Financial statements and Notes +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +144 Takeover-related disclosures +137 Deutsche Börse AG (disclosures based on HGB) +118 Corporate governance statement +117 Report on post-balance sheet date events +114 Report on expected developments +110 Report on opportunities +73 Risk management +70 Our social environment +45 Our economic situation +38 Our employees +32 Our customers and markets +29 Our strategy and steering parameters +28 How we add value +27 ESG: Commitment and opportunity for Deutsche Börse +23 Deutsche Börse: Fundamental information about the Group +21 About this report +20 What we achieved in 2021 +management report +Combined +18 +Chair of the Supervisory Board +Further information +Combined management report +1. What we achieved in 2021 +ΚΡΙ +>10% +210% +ESG net revenue growth¹ +2019-2021 +in 2021 +11% CAGR +€2,043.1 million +2019-2021 +in 2021 +10% CAGR +€3,509.5 million +2019-2021 +9% CAGR +2019-2023 +Martin Jetter +10% CAGR +€2.0 billion +2019-2023 +Cash EPS +EBITDA +€3.5 billion +2019-2023 +Net revenue +10% CAGR +Target achievement 2021 +<3 +Target +Economic situation +in 2021 +Makin 2015 +for the Supervisory Board +Frankfurt/Main, 4 March 2022 +Audit of the annual and consolidated financial statements +■The Mediation Committee is set up by law. Pursuant to section 31(3) MitbestG, it submits proposals to +the Supervisory Board for the appointment or dismissal of Executive Board members when a two-thirds +majority has not been reached. The Mediation Committee only convenes as required. There was no +need for the Mediation Committee to hold a meeting during the year under review. +Mediation Committee (no meetings during the reporting period) +■The Chairman's Committee convenes on the initiative of the Chair of the Supervisory Board; it deals +with time-sensitive affairs and prepares the corresponding Supervisory Board plenary meetings. There +was no need for the Chairman's Committee to hold a meeting during the year under review. +Chairman's Committee (no meeting during the reporting period) +■ Follow up on the SAP roadmap and the planned relocation to a new data centre +Update planning in the event of system failures +■ +Upgrades to structure of digital workplace under COVID-19 +■ +■ Discussion on internalising applications to expand the service range of Deutsche Börse in the energy +sector and introduction of energy platform services +■ Debate on information security, IT risk management and cyber resilience in the face of various attack +scenarios +PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, domiciled in Frankfurt am Main, (PwC) +audited the annual financial statements of Deutsche Börse AG, the consolidated financial statements and +the integrated combined management report for the financial year ended 31 December 2021, together +with the accounting system, and issued an unqualified audit opinion. The condensed financial +statements and interim management report contained in the half-yearly financial report for the first six +months of 2021 were reviewed by PwC. The documents relating to the financial statements and the +reports by PwC were submitted to us for inspection and examination in good time. The auditors +responsible were Marc Billeb and Dr Michael Rönnberg. The auditors attended the relevant meetings of +the Audit Committee and the meeting of the full Supervisory Board to discuss the financial statements - +in all cases also without the Executive Board members. They reported on the key results of their audit. In +particular, they explained the net assets, financial position and results of operation of the company and +the Group and were available to provide further information. The audit of the annual and consolidated +financial statements and the combined management report and non-financial declaration did not give +rise to any objections. The same applies to the non-mandatory review of the form and contents of the +remuneration report. PwC provided information on other services that it had rendered in addition to its +audit services. There were no grounds for suspecting that the auditors' independence might be impaired. +■ Discussion of quantum computing and distributed ledger technologies (DLT) and their respective use +cases for Deutsche Börse AG +Technology Committee (four meetings during the reporting period) +<3 +Further information +Remuneration Report +Financial statements and notes +Management report +Executive and Supervisory Boards | Report of the Supervisory Board +Deutsche Börse Group | Annual report 2021 +15 +■ Discussion of Deutsche Börse Group's ESG strategy and outlook for 2022 +Strategy and Sustainability Committee (since 22 June 2021, one meeting during the reporting +period) +■ Debate on market positioning and growth opportunities of Deutsche Börse Group on capital markets +■ Discussion of cloud, big data and automation initiatives +Strategy Committee (until 22 June 2021, one meeting during the reporting period) +16 +Executive and Supervisory Boards | Report of the Supervisory Board +No conflicts of interest arose with regard to individual Supervisory Board members during the reporting +period. The Supervisory Board would like to thank the Executive Board and all employees for their great +commitment and good work in 2021, which the COVID-19 pandemic made particularly challenging. +<3 +Management of individual conflicts of interest +Further information +Remuneration Report +Financial statements and notes +Executive and Supervisory Boards | Report of the Supervisory Board +Management report +Deutsche Börse Group | Annual report 2021 +17 +The Supervisory Board took important decisions on the future composition of the Executive Board and +renewed the terms of office of CFO Gregor Pottmeyer until 30 September 2025. +No personnel changes were made with regard to the Executive Board in 2021. +The interrupted election of employee representatives to the Supervisory Board was completed on 15 and +16 November 2021. Four of the eight employee representatives previously appointed by the court were +elected as new members of the Supervisory Board. +Deutsche Börse Group | Annual report 2021 +It was not possible to complete the election of employee representatives by the close of the Annual +General Meeting on 19 May 2021 because of the COVID-19 pandemic. Employee representatives were +therefore appointed provisionally by the court from 19 May 2021 until completion of the election +procedure. Seven of the eight employee representatives were already members of the Supervisory Board. +It was only Oliver Greie, who as a trade union representative succeeded Gerd Tausendfreund, who +stepped down from the Supervisory Board at the close of the Annual General Meeting on 19 May 2021. +The shareholder representative Chong Lee Tan was one of eight members newly elected to the +Supervisory Board. Chong Lee Tan succeeded Amy Yip, who was no longer a candidate for the +Supervisory Board. Chong Lee Tan was given a detailed introduction to Supervisory Board work at the +beginning of his term of office. +In line with the articles of association the Supervisory Board consists of sixteen members. The +Supervisory Board's period of office ended at the close of the Annual General Meeting on 19 May 2021. +The following personnel changes were made to the Supervisory Board during the reporting period: +Personnel matters +Our own examination – during a plenary meeting - of the 2021 annual financial statements, +consolidated financial statements and the integrated combined management report, including the non- +financial statement, did not lead to any objections. We therefore approved the result of the audit. We +approved the annual financial statements prepared by the Executive Board and the consolidated +financial statements at our meeting on 4 March 2022, in line with the Audit Committee's +recommendation. As a result, the annual financial statements of Deutsche Börse AG have been adopted. +The Audit Committee discussed the Executive Board's proposal for the appropriation of the +unappropriated surplus (Bilanzgewinn) in detail with the Executive Board. The discussion covered the +company's liquidity, its financial planning and shareholders' interests. Following this discussion and its +own examination, the Audit Committee concurred with the Executive Board's proposal for the use of +appropriation of the unappropriated surplus. After examining this ourselves, the plenary meeting of the +Supervisory Board also approved the Executive Board's proposal. +- +The Audit Committee discussed the financial statement documents and the reports by PwC in detail with +the auditors and examined them carefully itself. It is satisfied that the reports meet the statutory +requirements under sections 317 and 321 HGB in particular. The committee reported to the Supervisory +Board on its examination and recommended that it approve the annual financial statements and +consolidated financial statements. +<3 +Further information +Remuneration Report +Financial statements and notes +Management report +Martin Jetter was re-elected as Chair of the Supervisory Board at the constitutive meeting following the +Annual General Meeting on 19 May 2021. +Dealing with digitalisation initiatives at the Clearstream subgroup +Customers and markets +Employees +incl. ISS acquisition +20 +20 +3) Unaudited figure. +95th percentile +1) ESG net revenue according to the internal definition of Deutsche Börse Group - see "Definition of our ESG net revenue". +2) Group-wide target in senior management. +>90th percentile +MSCI, S&P, Sustainalytics +vs. 2019 +-66% +>99.5% +75% +21% +Number of employees +Employee satisfaction +Women in leadership positions² +>20% +Social environment +>71.5% +Net zero until 2025 +(-100% vs. 2019) +ESG ratings +99.9% +10,200 +CO2 emissions per workspace³ +6.9 +118.2 +-0.2 +7.8 +7.1 +1.5 +2.1 +7.5 +9.1 +- 0.2 +7.8 +EEX +1.0 +5.6 +8.4 +Xetra +5.0 +242.7 +2.0 +1.5 +12.6 +6.9 +IFS +551.8 +-0.2 +7.8 +9.7 +Trade names and exchange licences +1.5 +10.4 +2.8 +360T +-0.2 +7.8 +7.7 +7.5 +STOXX +6.3 +- 0.3 +6.8 +360T Core +19.9 +- 0.3 +7.8 +7.7 +2.0 +23.8 +8.7 +EEX Core +13.5 +- 0.3 +7.8 +7.0 +1.5 +6.0 +7.1 +420.0 +1.5 +6.3 +7.8 +7.4 +1.5 +7.9 +5.9 +Axioma +58.7 +7.6 +1.4 +7.8 +2.5 +15.8 +4.7 +Nodal +26.1 +1.4 +7.5 +7.8 +1,111.1 +585.5 +1.5 +6.7 +4.4 +360TGTX +1.7 +1.5 +6.0 +6.9 +1.5 +2.7 +1.8 +1) CAGR compound annual growth rate. +192 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +6.6 +7.8 +0.1 +13.7 +27.7 +2.0 +6.0 +7.0 +1.5 +4.6 +3.1 +Management report +360T Core +0.1 +7.8 +7.0 +1.5 +7.0 +4.8 +EEX Core +19.9 +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +1,310.0 +-0.2 +7.8 +6.2 +1.5 +3.9 +1.4 +Eurex +Clearstream +-0.2 +7.8 +7.6 +1.0 +2.7 +1.9 +Qontigo +4.3 +-0.2 +Goodwill +% +Key assumptions used for impairment tests in 2020 +E +CAGR¹ +Allocated +book value +€m +Risk-free +interest rate +% +Market risk +Discount +% +Long-term +premium +% +rate +% +growth rate +Net revenue +costs +% +Operating +360TGTX +Deutsche Börse Group | Annual report 2021 +0.9 +9.7 +0 +3.1 +3.1 +- 13.1 +- 0.3 +- 2.3 +0 +- 0.6 +-0.5 +-0.7 +0 +- 3.6 +459.5 +96.6 +12.6 +-0.2 +343.2 +- 11.0 +-6.3 +0 +0 +0.3 +0.3 +0.5 +70.3 +13.1 +- 0.9 +3.0 +46.4 +4.7 +3.9 +134.5 +-0.7 +- 3.1 +0 +- 6.3 +43.4 +3.1 +355.8 +918.9 +- 0.2 +- 2.8 +- 3.0 +- 0.4 +- 6.7 +0 +2.0 +- 0.5 +0 +1.3 +- 3.3 +0 +Reclassifications into assets held for +sale +- 0.1 +0 +1.3 +7.0 +- 2.8 +5.0 +combinations +Additions +Disposals +Reclassifications +85.1 +6.0 +1.4 +83.9 +4.2 +0.4 +97.1 +42.6 +7.2 +3.5 +25.6 +29.1 +5.6 +1.6 +Acquisitions through business +Exchange rate differences +Operating and office equipment +Leasehold improvements +Measurement of right-of-use assets +Depreciation period +3 to 5 years +5 to 19 years +Based on lease term +We lease a large number of different assets. These mainly include buildings and cars. Right-of-use +assets are measured at cost. Any accumulated depreciation and impairment amounts are deducted from +the cost of right-of-use assets as part of subsequent measurement. This does not apply to short-term +leases with a term of not more than twelve months and leases for low-value assets. Expenses in the +reporting year resulting from the above-mentioned short-term and low-value assets are reported in other +operating expenses. +Useful life of property, plant and equipment +IT hardware +Right-of-use land and buildings +Depreciation period +Based on lease term +Based on lease term +As a lessor in the case of an operating lease, we present the leased asset as an item of property, plant +and equipment and measures the asset at amortised cost. The lease instalments received during the +period are shown under other operating income. +194 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Right-of-use - IT hardware, operating and office equipment as well as carpool +Management report +Useful life of property, plant and equipment +E +6.3 +7.7 +2.0 +17.8 +11.0 +1) CAGR compound annual growth rate +Even in case of a reasonably possible change of one of the parameters, under the condition that all the +other parameters remain constant, none of the above-mentioned CGUs or groups of CGUS with the +exception of ISS CGU, would be impaired. At the ISS CGU, the recoverable amount exceeds the carrying +amount in the annual impairment test by €136.4 million. A reduction in the annual growth rate of the +net revenue by 8.7 per cent or rather an increase in operating costs by 9.1 per cent or a reduction in the +growth rate in perpetuity by 0.6 percent or rather an increase in capital costs by 0.4 per cent would +result in the recoverable amount being equal to the carrying amount. +Depreciable items of property, plant and equipment are carried at cost less cumulative depreciation. The +straight-line depreciation method is used. The carrying amount is immediately written down to its +recoverable amount if the carrying amount is higher than its recoverable amount. Costs of an item of +property, plant and equipment comprise all costs directly attributable to the production process, as well +as an appropriate proportion of production overheads. No borrowing costs were recognised in the +reporting period or in the previous year as they could not be directly allocated to any particular +development project. If it is probable that the future economic benefits associated with an item of +property, plant and equipment will flow to the Group and the cost of the asset in question can be reliably +determined, costs subsequent to acquisition is added to the carrying amount of the asset as incurred. +The carrying amounts of any parts of an asset that have been replaced are derecognised. Repair and +maintenance costs are expensed as incurred. +193 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +11. Property, plant and equipment +Measurement of purchased property, plant and equipment +Nodal +Historical costs as at 31 Dec 2020 +Financial statements and notes | Notes on the consolidated statement of financial position +บ +€m +€m +€m +Historical costs as at 1 Jan 2020 +389.1 +77.5 +9.8 +€m +303.2 +15.8 +795.4 +Acquisitions through business +combinations +Additions +Disposals +Reclassifications +313.0 +Remuneration Report +€m +€m +Further information +Property, plant and equipment (incl. Right-of-use assets) +Advance +payments +Land and +buildings +(right-of-use) +Fixtures +and +fittings +€m +IT hardware, operating and office +equipment as well as carpool +progress +Total +Right-of- +Purch- +use +ased +Total +made and +construction in +4.6 +8.0 +2.0 +Exchange rate differences +6.2 +4.4 +4.4 +0.7 +1.1 +25.5 +- 1.2 +53.1 +Balance as at 31 Dec 2021 +1,378.6 +120.2 +244.6 +61.9 +1,125.9 +584.7 +88.0 +691.2 +0 +0 +0 +3,957.6 +Acquisitions through business +combinations +0 +0 +52.1 +- 1.2 +13.7 +78.8 +1,300.9 +1,456.2 +Adjustment of previous year Goodwill +0 +0 +0 +10.7 +559.3 +1,388.9 +Changes in other intangible assets by category +0 +270.3 +0.9 +271.2 +Additions +0 +0 +0 +0.3 +0.8 +Amortisation +0 +-0.4 +- 36.5 +- 1.6 +- 38.5 +0.5 +183.4 +5,596.0 +Acquisitions through business combinations +4.9 +Exchange +licences +€m +Trade +names +€m +Member and +customer +relationships +Miscellaneous +intangible +1,040.9 +assets +€m +€m +€m +Balance as at 1 Jan 2020 +24.5 +524.7 +486.8 +Total +Exchange rate differences +549.7 +9.1 +€m +€m +€m +€m +Balance as at 1 Jan 2020 +1,293.6 +119.5 +€m +245.2 +969.0 +66.3 +608.6 +0 +3,308.9 +Reallocation due to change in reporting +structure +17.0 +6.7 +0 +€m +ISS +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +Goodwill and other intangible assets from business combinations +Changes in goodwill classified by (groups of) CGUs +Total +E +Eurex +€m +EEX 360T +€m +€m +Xetra +stream +IFS +Qontigo +Clear- +1,111.1 +0 +142.1 +0 +0 +0 +4.3 +0 +4.3 +- 5.0 +550.2 +-0.1 +- 1.5 +- 53.6 +0 +- 67.4 +Balance as at 31 Dec 2020 +1,372.4 +115.8 240.2 +0 +2.5 +0 +484.9 +0 +0 +161.6 +Acquisitions through business +combinations +64.1 +1.2 +0 +Adjustment of previous year Goodwill +0 +Exchange rate differences +- 2.3 +- 4.9 +goo +0 +0 +0 +9.6 +- 2.1 +- 10.5 +7.1 +5.6 +IFS +557.8 +0.1 +7.8 +6.6 +1.5 +1.5 +7.5 +360T +243.3 +0.1 +7.8 +7.0 +1.5 +9.9 +6.5 +7.4 +0.1 +2.0 +6.0 +8.0 +2.5 +8.2 +6.3 +Clearstream +7.8 +1,125.7 +7.8 +6.7 +1.0 +3.3 +2.2 +Qontigo +675.7 +0.1 +1,240.9 +4.1 +118.8 +1.5 +5.8 +6.8 +ISS Core +96.7 +2.0 +6.0 +7.4 +- 0.1 +8.2 +6.3 +Axioma +62.1 +2.0 +6.0 +7.7 +2.5 +EEX +7.8 +420.0 +0.1 +7.8 +6.6 +1.5 +6.9 +2.5 +Xetra +0.1 +11.2 +7.8 +6.8 +1.0 +-0.4 +3.9 +Trade names and exchange licences +STOXX +0.1 +- 6.2 +ISS +4.9 +Additions +Amortisation +0 +0 +0 +0.9 +0.9 +652.7 +0 +- 67.9 +- 2.0 +- 71.1 +Exchange rate differences +Balance as at 31 Dec 2021 +1.8 +14.3 +- 1.2 +59.5 +0.4 +117.2 +- 0.1 +- 19.0 +Reclassifications +0 +0 +0 +0 +535.1 +0 +Acquisitions through business combinations +22.4 +518.1 +710.4 +4.6 +1,255.4 +0 +Balance as at 31 Dec 2020 +4.3 +0.1 +24.2 +Operating +premium +% +rate +% +growth rate +% +Net revenue +costs +Long-term +% +Goodwill +Eurex +1,379.9 +0.1 +7.8 +6.5 +1.5 +% +75.7 +Discount +Risk-free +interest rate +% +648.4 +1,237.1 +4.0 +1,913.6 +191 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Market risk +Management report +Remuneration Report +Further information +Key assumptions used for impairment tests in 2021 +E +CAGR¹ +(Group of) CGUS +Allocated +book value +€m +Financial statements and notes | Notes on the consolidated statement of financial position +0 +6.0 +0 +Financial assets are first recognised at fair value. For financial assets not at fair value through profit or +loss the recognised amount also includes transaction costs that can be allocated directly to the +acquisition of this asset. Transaction costs of financial assets at fair value through profit or loss are +expensed as incurred. +Financial assets are classified at the acquisition date, from which subsequent measurement is derived. +We assign financial assets to the following measurement categories: +■ At fair value (either at “fair value through other comprehensive income" (FVOCI) or "fair value through +profit or loss" (FVPL)) +■ At amortised cost (aAC) +Debt instruments are allocated on the basis of the business model for managing the financial assets and +the contractual cash flow characteristics. Debt instruments are only reclassified if the business model for +managing them is changed. We do not make use of the option to designate debt instruments at fair +value through profit or loss upon initial recognition (fair value option). +The classification of investments in equity instruments not held for trading depends on whether the +option of designating the corresponding financial assets as at fair value through other comprehensive +income (FVOCI option) is used on initial recognition. Each individual equity instrument can be allocated +separately and may not be changed in subsequent periods. +196 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +First-time measurement and classification +Financial statements and notes | Notes on the consolidated statement of financial position +Further information +บ +Subsequent measurement of debt instruments +We allocate each debt instrument to one of the following categories: +■ Amortised cost (aAC): Assets allocated to the "hold" business model and whose cash flows consist of +solely payments of principal and interest are measured at amortised cost. Interest income from these +financial assets is measured using the effective interest method. Gains and losses from derecognition, +impairment and exchange rate movements are recognised through profit or loss. Measurement effects +are shown in banking business or non-banking business depending on how the financial assets are +allocated. For financial assets from banking business all measurement effects are shown in the treasury +result of banking and similar business. Interest income from the non-banking business is shown in the +financial result. All other effects of non-banking business are presented in net income from financial +investments. All effects relating to the measurement of trade receivables are shown in other operating +income and expenses. +■ Fair value through other comprehensive income (FVOCI): Investments in debt instruments allocated +to the "hold and sell” business model and whose cash flows consist solely of payments of principal and +interest are measured as at fair value through other comprehensive income. Impairments on these debt +instruments are recognised as net income from financial investments through profit or loss. On disposal +of these debt instruments all the balances in the revaluation surplus are reclassified to net income from +financial investments through profit or loss. Interest income from fixed income debt securities in this +category are shown in the financial result. +■ Fair value through profit or loss (FVPL): Financial assets that do not meet the criteria for +measurement at amortised cost or at FVOCI are measured at FVPL and their measurement effects are +shown in net income from financial investments. Distributions from fund interests are also shown in +net income from financial investments. Interest income from fixed income bonds in this category are +shown in the financial result. +Subsequent measurement of equity instruments +Equity instruments are always subsequently measured at fair value. In the reporting year 2021, we are +reporting three strategic investments for the first time under other financial assets at fair value through +profit or loss. For all other equity instruments, we have exercised the irrevocable FVOCI option as of the +reporting date, with the result that the gains and losses are recognised in other comprehensive income. +When the item is derecognised the gains and losses are not recycled through profit or loss, but +reclassified to retained earnings. Dividends from these financial assets are shown in Result from +financial investments. +197 +Remuneration Report +Deutsche Börse Group | Annual report 2021 +Clearstream Banking S.A. acts as a principal in securities borrowing and lending transactions in the +context of the ASLplus securities lending system and is an intermediate between lender and borrower +without becoming a contracting party from an economic perspective. Consequently, these transactions +are not recognised in the consolidated balance sheet. +E +57.0 +5.8 +96.0 +84.4 +101.7 +7.0 +530.4 +90.1 +8.5 +593.7 +The average remaining term of leases is 13.8 years. +Financial assets are recognised when the Group or one of its companies becomes party to a financial +instrument. Regular way purchases and sales of financial assets are generally recognised and +derecognised at the trade date. Purchases and sales of debt instruments classified as "at amortised cost" +and of equities eligible for clearing via the central counterparties (CCPs) of Deutsche Börse Group are +recognised and derecognised at the settlement date. Financial assets are derecognised when the +contractual rights to the cash flows expire or when the company transfers these rights in a transaction +that transfers substantially all risks and rewards of ownership of the financial assets. +The remaining term of the material sub-lease is one year; it is then renewed automatically for an +indefinite period. Both parties can terminate the lease at the end of the remaining term by giving notice +of six months. +195 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +12. Financial instruments +Financial assets +Additions and disposals +For details regarding the corresponding lease liabilities, please see Note 12. +Executive and Supervisory Boards +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +Our exposure to various risks associated with the financial instruments is discussed in Note 24. The +maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class +of financial assets mentioned above. +Presentation and netting of financial assets and liabilities +Financial assets and liabilities in the statement of financial position are divided into non-current and +current. They are presented as non-current if the remaining term is more than twelve months as at the +reporting date. They are presented as current assets if the remaining term is less than twelve months. +Financial assets and liabilities are offset and only the net amount is presented in the consolidated +balance sheet when a Group company currently has a legally enforceable right to set off the recognised +amounts and intends either to settle on a net basis or to realise the asset and settle the liability +simultaneously. +199 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +We do not make use of the option to designate financial liabilities at fair value through profit or loss upon +initial recognition (fair value option). +Further information +E +The derivative financial instruments we use include interest rate swaps, foreign exchange swaps, foreign +exchange forwards and foreign exchange options. +Derivatives are initially recognised at fair value on the date a derivative contract is taken out. The Group +applies the provisions of IFRS 9 to account for hedges that meet the criteria for hedge accounting. When +a hedging transaction takes place the economic relationship between the hedging instrument and the +hedged item is documented in accordance with the requirements of IFRS 9. +All other derivative transactions are mainly used to hedge foreign currency risks in economic hedging +relationships and are classified as “held for trading" for accounting purposes and are remeasured at the +end of each reporting period at fair value through profit or loss. Gains and losses from the subsequent +measurement are either recognised in the result of treasury activities in banking business and similar +business or in net income from financial investments. +Cash flow hedges that qualify for hedge accounting +In 2021 we used cash flow hedge accounting to hedge the foreign exchange risk on highly likely +transactions as well as translation effects of intercompany monetary items. We also used cash flow +hedge accounting to hedge the interest rate risk of a highly probable securities issue by means of interest +rate swaps. +The effectiveness of the hedging relationship is assessed at the beginning and over the entire duration of +the hedging relationship to ensure that there is an economic relationship between the hedging +instrument and the hedged item. This entails establishing hedging transactions in which all the relevant +contractual parameters of the hedging instrument exactly match those of the hedged item. +Ineffectiveness may arise in the hedging of planned transactions if the timing of the planned transaction +changes compared with the original estimate. Ineffectiveness due to changes in our default risk or the +default risk of the counterparty to the hedging transaction is deemed to be negligible. Effectiveness is +measured regularly as at the reporting dates. The Group uses the hypothetical derivative method for this +purpose. +The effective portion of changes in the fair value of derivatives designated as cash flow hedges is shown +in the reserve for cash flow hedges as part of other comprehensive income; it is limited to the +cumulative absolute change in the hedged fair value of the hedged since the hedging transaction. Gains +or losses on the ineffective portion are recognised directly through profit or loss, either in the treasury +result of banking and similar business or in net income from financial investments. If forward contracts +are used to hedge planned transactions we designate the entire change in the fair value of the forward, +including the forward component, as a hedging instrument. In this case, the gains or losses from the +effective portion of the change in fair value for the entire future transaction are recognised in the reserve +for cash flow hedges as a component of equity. If the Group uses futures to hedge existing receivables +and liabilities, only the spot component of the future is designated. Gains or losses from the effective +portion of the change in the spot component of the future are shown in the reserve for cash flow hedges. +200 +-0.1 +Derivative financial instruments and hedge accounting +Contingent purchase payments recognised by the purchaser of a business combination in accordance +with IFRS 3 are not measured at amortised cost. The resulting financial liabilities are recognised at fair +value. With a contingent purchase price component the purchaser is obliged to transfer additional assets +or shares to the seller if certain conditions are met. Subsequent measurement is at fair value through +profit or loss. +Financial liabilities measured at fair value through profit or loss +Financial liabilities not held for trading are accounted for at amortised cost. The borrowing costs +associated with the placement of financial liabilities are included in the carrying amount and accounted +for using the effective interest method if they are directly attributable. Discounts are amortised over the +term of the liabilities using the effective interest method. Liabilities to non-controlling shareholders for +the acquisition of non-controlling shares settled in cash or another financial asset are recognised at the +present value of the future purchase price. The effect of the present value of accrued interest on the +financial obligation and all measurement changes in the obligation is subsequently measured through +profit or loss. The equity interest attributable to a non-controlling shareholder underlying the transaction +is accounted for as if it had already been acquired at the time of the transaction. +E +Impairment +As a rule, any impairment for expected credit losses for debt instruments reported at amortised cost and +at fair value through other comprehensive income is determined using the three-stage impairment model +in IFRS 9. The losses represent a forward-looking measurement of future losses that are generally +subject to estimates. +Stage 1: The impairment upon initial recognition is measured on the basis of the expected losses in the +event of default within the next twelvemonths after the reporting date. +Stage 2: If a financial asset's credit risk has increased significantly, the expected credit loss is +determined over the entire term. A significant increase in credit risk is determined individually using +internal ratings and is assumed if there is a downgrade of three notches within the internal rating +system. +Stage 3: Credit-impaired financial assets are allocated to Stage 3 and the impairment is based on the +full lifetime expected credit losses. This is the case if there are observable data of significant financial +difficulties and there is a high risk of default, even if the definition of a default has not yet been met. +If the credit risk for debt instruments at amortised cost and at fair value through profit or loss is low in +absolute terms as at the reporting date, they remain in Stage 1 even if the default risk has increased. +We have the following two triggers to identify a default event and which cause a transfer to stage 3 of +the model: +Legal default event: a contractual partner of the Group is unable to fulfil its contractual obligations due +to its insolvency. +Contractual default event: a contractual partner of the Group is unable or unwilling to fulfil its +contractual obligations in a timely manner. The non-fulfilment of the contractual obligation could result +in a financial loss for us. +We measure the expected credit losses for trade receivables using a simplified approach, which requires +lifetime expected losses to be recognised from initial recognition of a receivable. Due to the high recovery +rate for trade receivables with a due date of less than 360 days, a default is assumed for amounts which +are overdue for more than 360 days. +198 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +Financial Liabilities +Additions and disposals +บ +Financial liabilities are recognised when a Group company becomes a party to the instrument. +Purchases and sales of equities via the central counterparty Eurex Clearing AG are recognised at the +settlement date analogous to financial assets. Financial liabilities are derecognised when the contractual +obligation has been extinguished because it has been discharged or cancelled or has expired. +Financial liabilities measured at amortised cost +438.0 +Carrying amount as at 31 Dec 2021 +Management report +52.5 +4.2 +39.0 +43.2 +0 +100.9 +Disposals +-0.4 +- 2.5 +0 +- 5.8 +48.5 +- 5.8 +- 8.7 +Exchange rate differences +0.4 +0.3 +0.1 +0.3 +-0.4 +0 +1.1 +Depreciation and impairment losses as +0 +Amortisation +297.4 +0 +- 0.2 +5.7 +Exchange rate differences +3.8 +1.0 +0.3 +1.1 +1.4 +-0.2 +Historical costs as at 31 Dec 2021 +588.1 +112.3 +17.5 +372.6 +390.1 +8.5 +1,099.0 +Depreciation and impairment losses as +at 1 Jan 2020 +42.6 +37.7 +2.8 +214.3 +217.1 +at 31 Dec 2020 +90.3 +9.2 +44.1 +0 +0 +0 +0.1 +Exchange rate differences +0.8 +0.7 +0 +1.0 +1.0 +0 +0 +Depreciation and impairment losses as +at 31 Dec 2021 +150.1 +55.3 +11.7 +288.2 +299.9 +0 +505.3 +0 +369.2 +2.6 +0 +Carrying amount as at 31 Dec 2020 +sale +0.1 +6.9 +247.2 +254.1 +0 +388.5 +Amortisation +59.2 +4.9 +42.2 +47.1 +10.5 +116.9 +Disposals +-0.3 +0 +- 0.1 +-2.2 +- 2.3 +0 +- 2.6 +0 +Reclassifications into assets held for +Deutsche Börse AG issued senior hybrid bonds with a nominal volume of €1,000.0 million in the +financial year to refinance an acquisition. The issue was divided into two tranches, with maturities of +five and ten years. The five-year bond pays interest of 0.00 per cent and the ten-year bond pays interest +of 0.125 per cent. +71.7 +0 +38,188.8 +56,681.8 +3,474.4 +53,207.4 +71.7 +38,188.8 +0 +27.8 +78,292.5 +94,911.2 +3,539.9 +Total +0 +Cash deposits from market participants +140.3 +79.5 +Other +27.8 +The financial liabilities recognised on the balance sheet were not secured by liens or similar rights as at +31 December 2021 or as at 31 December 2020. +0 +219.8 +78,292.5 +98,451.1 +Cash deposits by market participants +34,444.5 +42,567.5 +Liabilities from margin payments +74.5 +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +204 +38,188.8 +78,292.5 +0.4 +0.4 +473.3 +1,280.1 +31,750.3 +5,964.8 +€m +€m +31 Dec 2020 +31 Dec 2021 +Total +to European Energy Exchange AG by clearing members +to Nodal Clear, LLC by clearing members +to European Commodity Clearing AG by clearing members +to Eurex Clearing AG by clearing members +Composition of cash deposits by market participants +74.5 +Dividends related to investments derecognised during the period +Bank overdrafts +Total +224.3 +107.0 +4.3 +4.9 +228.6 +111.9 +201 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +บ +We do not pledge any of these financial assets as collateral. Debt securities amounting to €0.5 million +expired in 2021 (2020: €0.5 million). Debt securities amounting to €1.5 million were classified as +current as at 31 December 2021 (2020: €0.5 million); total impairments came to less than €0.1 +million (2020: less than €0.1 million). Additions to this item came partly from follow-on investments of +€64.7 million and also from the reclassification of two strategic investments of €7.0 million, which were +previously accounted for using the equity method. +Amounts recognised in profit or loss and other comprehensive income +Gains/(losses) recognised in other comprehensive income +Strategic investments +Debt instruments +Total +Gains/(losses) recognised in profit or loss +Total +E +Listed debt instruments +0 +Strategic investments +€m +408.9 +51.1 +357.8 +486.7 +63.6 +423.1 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +บ +Changes in the forward component of the hedging instrument that relates to the hedged item are +considered to be hedging costs and shown separately in the reserve for hedging costs in other +comprehensive income. The fair value of the forward component not included in the hedging +relationship at the time it is designated is written off pro rata temporis over the period of the hedging +relationship. The amount written down is recycled from the reserve for hedging costs to profit or loss. +Cumulative amounts in the reserve for cash flow hedges are reclassified according to the following +methodology: +■If the cash flow hedges serve to hedge a planned transaction, the amount from the hedging instrument +that has accumulated in other comprehensive income up to the acquisition date is derecognised from +the reserve and treated as part of the acquisition costs. +■ For cash flow hedges of existing receivables and liabilities, the amount that has accumulated in the +reserve for cash flow hedges is reclassified to profit or loss in the periods in which there are changes in +the hedged future cash flows recognised through profit or loss. +■ If this amount is a loss, however, and the assumption is that all or part of this loss cannot be recouped +in future periods, then this amount is recognised immediately through profit or loss. +When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the +criteria for hedge accounting, hedge accounting is discontinued. The hedging relationship continues, +however, if it was originally designated as a rolling hedge. If the expected transaction is deemed to be +highly probable, new hedging instruments are arranged to replace those that have expired. When the +forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of +hedging that were reported in equity are immediately reclassified to profit or loss. +Financial assets measured at fair value through other comprehensive income +This item comprises strategic investments which we have irrevocably elected to recognise at fair value +through other comprehensive income in this category at initial recognition. Fixed-income bonds allocated +to the "Hold and sell" business model are also presented at fair value through other comprehensive +income. +Composition of financial assets measured at fair value through other comprehensive income +2021 +2020 +€m +Financial assets and liabilities measured at fair value through profit or loss +0.0 +Eurex Clearing AG, European Commodity Clearing AG and Nodal Clear, LLC all act as central +counterparties: +90.2 +90.2 +designated as hedges +Foreign currency derivatives not +0 +0 +11.6 +11.6 +0 +flow hedges +Interest rate swaps designated as cash +0.2 +0 +0.2 +0.2 +0.2 +0 +designated as cash flow hedges +Forward exchange transactions +8.3 +8.1 +0.2 +112.2 +о +102.0 +8.1 +Call options not designated in hedging +0 +71.4 +Fund units and debt securities +1) Of which €<0.1 million (2020: €0.1 million) are attributable to non-controlling interests. +0.0 +0 +74.6 +0 +74.6 +Strategic investments +49.8 +7.6 +42.2 +160.0 +14.0 +146.0 +Other financial assets +0 +0 +0 +10.1 +10.1 +relationships +8.1 +Financial instruments of the central counterparties +10.1 +€m +58,020.6 +82,264.9 +30,373.2 +thereof non-current +Total +Others +Options +Repo transactions +€m +31 Dec 2020 +31 Dec 2021 +€m +Composition of financial instruments held by central counterparties +บ +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +205 +The fair values recognised in the consolidated balance sheet are based on daily settlement prices. These +are calculated and published by the clearing houses in accordance with the rules set out in the contract +specifications. +The transactions of the clearing houses are only executed between the respective clearing house and a +clearing member. Purchases and sales of equities and bonds via the Eurex Clearing AG central +counterparty are recognised and simultaneously derecognised at the settlement date. For products that +are marked-to-market (futures, options on futures, as well as OTC interest-rate derivatives), the clearing +houses recognise gains and losses on open positions of clearing members on each exchange day. By +means of the variation margin, profits and losses on open positions resulting from market price +fluctuations are settled on a daily basis. The difference between this and other margin types is that the +variation margin does not comprise collateral, but is a daily offsetting of profits and losses in cash. +Therefore, futures and OTC interest rate derivatives are not reported in the consolidated balance sheet. +"Traditional" options, for which the buyer must pay the option premium in full upon purchase, are +carried in the consolidated balance sheet at fair value. Receivables and liabilities from repo transactions +and from cash-collateralised securities lending transactions are classified as held for trading and carried +at fair value. +■ Nodal Clear, LLC, as part of the Nodal Exchange Group, is a Derivatives Clearing Organisation (DCO) +registered in the United States and is the central counterparty for all transactions executed on Nodal +Exchange. +European Commodity Clearing AG guarantees the settlement of spot and derivatives transactions at the +trading venues of EEX group and the connected partner exchanges. +■ Eurex Clearing AG guarantees the settlement of all transactions involving futures and options on Eurex +Germany. It also guarantees the settlement of all transactions for Eurex Repo (repo trading platform), +certain exchange transactions in equities on Frankfurter Wertpapierbörse (FWB, the Frankfurt Stock +Exchange). Eurex Clearing AG also guarantees the settlement of off-order-book trades entered for +clearing in the trading systems of the Eurex exchanges as well as Eurex Repo. In addition, Eurex +Clearing AG clears over-the-counter (OTC) interest rate derivatives and securities lending transactions, +where these meet the specified novation criteria. +29,587.4¹ +€m +0 +112,638.1 +€m +€m +€m +€m +Total +Current +Non-current +Total +Current +Non-current +Carrying amount 31 Dec 2020 +Carrying amount 31 Dec 2021 +Derivatives +Other financial assets and liabilities measured at fair value through profit or loss +Other financial assets and liabilities at FVPL +Receivables and liabilities that may be offset against a clearing member are reported on a net basis. +Financial liabilities of €128,0 million (31 December 2020: €95.0 million) and financial assets of +€200.0 million (31. December 2020: €0.0 million) were eliminated because of intra-Group GC Pooling +transactions. +1) Due to a correction of the previous year's figures, non-current assets decreased by €26,2 million and current assets by €63,6 million. +80,704.5¹ +103,195.7 +thereof current +6,908.5¹ +9,442.4 +87,613.0¹ +5.0 +2021 +6.7 +€m +57,726.6 +Debt securities amounting to €218.9 million expired in 2021 (2020: €609.6 million). +Amounts reported separately under liabilities as cash deposits by market participants are restricted. Such +amounts are mainly invested via bilateral or triparty reverse repurchase agreements and in the form of +overnight deposits at central banks and banks and shown as restricted bank balances. Government and +government-guaranteed bonds with an external credit rating of at least AA- are accepted as collateral for +the reverse repurchase agreements. +203 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +Composition of financial liabilities at amortised cost +31 Dec 2021 +31 Dec 2020 +บ +Non-current +€m +Current +€m +Total +€m +Non-current +Current +Total +€m +€m +€m +56,729.1 +Trade payables +997.5 +1,467.3 +161.8 +5.4 +50.0 +55.4 +of which expected losses +-0.4 +0 +- 0.4 +- 0.3 +0 +-0.3 +Restricted bank balances +0 +Cash and other bank balances +0 +Total +1,634.7 +78,542.0 +1,029.6 +96,340.6 +78,542.0 +1,029.6 +97,975.3 +0 +38,420.1 +38,420.1 +0 +1,467.3 +55.9 +0 +704.4 +1,176.2 +1,176.2 +Purchase price liabilities from business +combinations +0 +0 +0 +479.5 +0 +479.5 +Commercial Papers issued +0 +1,551.8 +1,551.8 +0 +546.4 +546.4 +Liabilities from CCP balances +0 +733.1 +733.1 +0 +565.3 +0 +704.4 +574.4 +0 +0 +388.6 +Other liabilities at amortised costs +3,539.9 +15,914.3 +19,454.2 +3,474.4 +14,630.0 +Bonds issued +3,037.3 +599.4 +3,636.7 +2,637.1 +0 +388.6 +18,104.4 +2,637.1 +Deposits from securities settlement +business +0 +12,177.2 +12,177.2 +0 +12,191.6 +12,191.6 +Money market borrowings +574.4 +2020 +105.9 +156.6 +Non-current +Current +Total +Non-current +€m +€m +€m +€m +Current +€m +Total +€m +0 +969.4 +969.4 +0 +616.6 +616.6 +0 +- 8.8 +- 8.8 +0 +- 9.2 +- 9.2 +E +amortised costs +31 Dec 2020 +of which expected losses +€m +49.7 +25.5 +0.11 +0.3 +49.8 +25.8 +0 +0.3 +0 +0.3 +The sale of a strategic investment resulted in a disposal of financial assets for €8.8 million +(2020: €12.5 million) and a resulting effect of €-4,9 million (2020: €0.1 million) recognised directly in +equity and transferred to the retained earnings. The sale of the strategic investment was due to its +acquisition by another company outside the Group. +Furthermore, there was a significant positive valuation effect of €39.0 million resulting from a strategic +investment. +202 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +Financial assets and liabilities measured at amortised cost +Composition of financial assets at amortised cost +Trade receivables +Other financial assets measured at +Other +1,634.7 +17,434.3 +7,440.3 +0 +6,440.0 +6,440.0 +Customer overdrafts from settlement +business +0 +531.6 +531.6 +0 +267.7 +267.7 +Receivables from CCP balances +0 +1,189.3 +1,189.3 +0 +675.6 +675.6 +Margin calls +6.7 +0 +156.6 +7.440.3 +15,799.6 +0 +2,252.4 +997.5 +16,225.1 +17,222.5 +Fixed income securities +1,528.8 +396.1 +1,924.9 +992.1 +206.0 +1,198.1 +Reverse repo transactions +0 +4,274.3 +4,274.3 +0 +6,176.7 +6,176.7 +Balances on nostro accounts +0 +1,905.4 +1,905.4 +0 +2,252.4 +Money market lendings +31 Dec 2021 +39.9 +42.2 +565.3 +0.2 +Settlement +9.2 +0 +- 0.3 +8.3 +1.2 +0 +Reclassification to profit or loss +0 +0 +-0.4 +Hedging costs deferred and recognised in +OCI +3.8 +11.6 +0.3 +- 8.1 +- 0.4 +0 +0 +Balance as at 31 Dec 2021 +Further information +Remuneration Report +Financial statements and notes | Notes on the consolidated statement of financial position +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +209 +There were no transfers between levels for recurring fair value measurements during the year under +review. +40.1 +▪ Level 2: Financial instruments with no quoted prices for identical instruments on an active market and +whose fair value is determined using valuation methods based on observable market parameters. +■Level 3: Financial instruments where the fair value is determined using one or more unobservable +significant inputs. This does not apply to listed equity instruments +The financial assets measured at fair value includes financial assets and liabilities at the following three +hierarchy levels: +Fair value hierarchy +The separate amount in the cost of hedging reserve comprises the forward component of forward +contracts. The separated costs relate to over-time hedged items in the form of existing purchase price +obligations from company acquisitions. +12.6 +11.6 +0 +0.2 +0.9 +■ Level 1: Financial instruments with a quoted price for identical assets and liabilities in an active +market. +บ +instruments recognised in OCI +40.1 +41.3 +0 +- 41.3 +0 +instruments recognised in OCI +Change in fair value of hedging +Balance as at 1 Jan 2020 +0.2 +Hedging costs deferred and recognised in +OCI +0 +0 +0 +€m +€m +€m +€m +€m +Total +0.2 +Change in fair value of hedging +-0.3 +0 +0 +0 +- 39.9 +- 0.1 +Balance as at 31 Dec 2020 +-0.2 +0 +-0.2 +0 +0 +Settlement +1.5 +0 +0 +1.3 +0.2 +Reclassification to profit or loss +0.3 +0 +Fair value hierarchy +ASSETS +Financial assets measured at fair value through other +comprehensive income (FVOCI) +0 +9,442.4 +0 +9,442.4 +Other non-current financial liabilities +Non-current financial instruments held by central +counterparties +loss (FVPL) +Financial liabilities measured at fair value through profit or +8.4 +LIABILITIES +112,740.2 +21.3 +113,138.9 +Total assets +153.2 +112,740.2 +17.0 +112,910.3 +377.4 +Total +0 +1.5 +71.4 +210 +2.1 +112,721.2 +0 +112,723.3 +Total liabilities +0.6 +6.9 +4.2 +4.7 +Other current financial liabilities at FVPL +0 +103,267.7 +0 +103,267.7 +counterparties +Current financial instruments held by central +0 +14.0 +102.0 +0 +224.3 +0 +0 +224.3 +Level 3 +€m +Level 2 +€m +€m +€m +4.3 +Level 1 +Fair value as at +31 Dec 2021 +Other non-current financial assets +Non-current financial instruments held by central +counterparties +loss (FVPL) +Financial assets measured at fair value through profit or +Total +Debt instruments +Strategic investments +thereof attributable to: +4.3 +0 +0 +116.0 +Other current financial assets +0 +103,195.7 +0 +103,195.7 +counterparties +Current financial instruments held by central +139.2 +17.0 +156.2 +0 +9,442.4 +0 +9,442.4 +224.3 +0 +4.3 +228.6 +rate swaps +Reserve for +cash flow +hedges interest +Leasing liabilities +exchange +transactions +Deutsche Börse Group | Annual report 2021 +206 +175.6 +174.1 +1.5 +13.1 +4.7 +8.4 +Executive and Supervisory Boards +1.5 +0 +2.1 +0.6 +1.5 +Total liabilities +Contingent consideration +1.5 +1.5 +1.5 +0 +Management report +Further information +0.8 +0.3 +9.4 +59.1 +Net gain/(loss) from other financial assets measured at fair value through profit or loss +Distributions from fund units +-0.2 +- 1.4 +Net gain/(loss) from cash flow hedges +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +38.6 +Net gain/(loss) from derivatives not designated as hedges +€m +€m +2020 +2021 +Amounts recognised in profit or loss +As at 31 December 2021 there were foreign currency derivatives not designated in hedges with a term +of less than eight months with a nominal amount of €3,419.2 million (31 December 2020: €2,524.2 +million with a term of less than seven months). Thereof €2,359.1 million (31 December 2020: €510.3 +million) is attributable to derivatives with a positive fair value and thereof €1,060.1 million +(31 December 2020: €2,013.9 million) is attributable to derivatives with a negative fair value. These +foreign currency derivatives were entered into mainly in order to convert USD amounts received into +euros for liquidity management purposes on the one hand and as an alternative to unsecured deposits +and loans on the other hand with the aim of hedging the unsecured counterparty risk as well as liquidity +risk in daily liquidity management. +บ +15.6 +Net gain/(loss) from other financial liabilities measured at fair value through profit or loss +Total +2.1 +1.5 +Derivatives +58.2 +15.8 +42.4 +272.2 +116.0 +156.2 +Total assets +6.9 +7.6 +0 +14.0 +14.0 +0 +Contingent consideration +42.2 +0 +Reserve for +cash flow +hedges foreign +currency swaps +7.6 +0.6 +4.2 +1.5 +Other financial liabilities +132.7 +132.7 +0 +2.1 +2.1 +0 +designated as hedges +11.1 +Foreign currency derivatives not +39.9 +1.5 +9.0 +2.1 +6.9 +Forward exchange transactions +174.1 +172.6 +41.4 +1.4 +designated as cash flow hedges +75.0 +0 +16.0 +Weighted average hedge rate for hedging instruments +Carrying amount €m +Nominal amount €m +Interest rate swaps +Interest rate risk +Hedge rate for hedging instruments +0.2 +Carrying amount in €m +AUD +1.20 +1.16 +Weighted average hedge rate for hedging instruments +1,421.8 +39.9 +- 7.4 +Carrying amount in €m +340.8 +Nominal amount in AUDm +1.08 +0 +0 +Cost of hedging +reserve +1.8 +Reserve for +cash flow +hedges forward +บ +Cash flow hedge reserve +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +1.56 +Management report +Deutsche Börse Group | Annual report 2021 +208 +The revaluation surplus for cash shown in other comprehensive income relates to the following hedging +instruments: +0 +0 +11.6 +0 +600.0 +Executive and Supervisory Boards +1.08 +0.14 +- 2.3 +- 11.7 +39.9 +- 0.2 +0.9 +9.9 +€m +€m +2020 +2021 +Planned refinancings +Planned acquisitions +Intra-group monetary foreign currency items +Hedging foreign currency risks +Changes in value of the hedged items in cash flow hedges +The effects of interest rate and foreign currency hedging instruments on the net assets, financial position +and results of operations are as follows: +1.3 +50.4 +Cash flow hedges that qualify for hedge accounting +We enter into cash flow hedges in various currencies to hedge existing or future transactions. The +hedged items included in hedge accounting are, on the one hand, intercompany loans in USD and CHF +and, on the other hand, a highly probable planned business acquisition in AUD. In addition, a highly +probable planned refinancing of a bond maturing in 2022 was designated in a cash flow hedge to hedge +the interest rate risk. +0 +207 +Hedging interest rate risks +Executive and Supervisory Boards +2021 +56.3 +Deutsche Börse Group | Annual report 2021 +436.3 +Nominal amount in USDm +USD +Carrying amount in €m +Nominal amount in CHFm +CHF +Hedge rate for hedging instruments +Currency risk +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +Foreign exchange swaps and forward exchange contracts +บ +2020 +Forward exchange contracts and foreign exchange swaps were concluded in USD, CHF and AUD and +are denominated in the same currency as the intercompany foreign currency transactions and the highly +probable future transactions. Therefore, the hedge ratio is 1:1. The foreign currency hedges in USD will +mature in 2024. The other foreign currency hedges and the interest rate hedges expire in 2022. +Hedging transactions in cash flow hedges +- 78,015.0¹ +- 108,810.4 +from options +- 126,928.4 +23,152.6 +108,810.4 +from options +Financial assets +82,264.9 +- 81,078.2 +58,020.6 +Financial liabilities +126,856.4 +Financial liabilities from repo +44,591.5 +- 23,152.6 +- 44,591.5 +81,173.2 +31 Dec 2020 +€m +31 Dec 2021 +€m +31 Dec 2020 +€m +31 Dec 2021 +€m +31 Dec 2020 +€m +- 82,336.9 +31 Dec 2021 +€m +Net amount of financial +instruments +transactions +- 57,925.6 +Management report +- 78,437.2 +Securities and book-entry securities collateral². 3 +Gross amount of offset financial +instruments +Cash collateral (cash deposits) 1,3 +€m +€m +31 Dec 2020 +31 Dec 2021 +E +Composition of collateral held by central counterparties +Further information +Remuneration Report +Financial statements and notes | Notes on the consolidated statement of financial position +Executive and Supervisory Boards +78,015.0¹ +Deutsche Börse Group | Annual report 2021 +The aggregate margin calls based on the executed transactions and default fund requirements after +haircuts was €109,657.0 million as at the reporting date (2020: €62,467.3 million). Collateral +totalling €126,842.0 million (2020: €79,747.6 million) was actually deposited. +Securities collateral is generally not derecognised by the clearing member providing the collateral, as the +opportunities and risks associated with the securities are not transferred to the secure party. Recognition +at the secure party is only permissible if the clearing member providing the transfer is in default +according to the underlying contract. +In addition to these daily collateral payments, each clearing member must make contributions to the +respective default fund (for further details, see section risk management in the combined management +report). Cash collateral is reported in the consolidated balance sheet under “cash deposits by market +participants" and the corresponding amounts under "restricted bank balances". +As the clearing houses of the Deutsche Börse Group guarantee the settlement of all traded contracts, +they have established multi-level collateral systems. The central pillar of the collateral systems is the +determination of the overall risk per clearing member (margin) to be covered by cash or securities +collateral. Losses calculated on the basis of current prices and potential future price risks are covered up +to the date of the next collateral payment. +Cash or securities held as collateral by central counterparties +1) Due to a correction of the previous year's figures, the gross amounts and thus also the net amounts of financial assets from options decreased by € 89.7 million. +The financial liabilities from options decreased correspondingly. +- 29,587.4¹ +- 30,373.2 +48,427.6 +30,373.2 +78,437.2 +29,587.4¹ +- 48,427.6 +215 +E +213 +Financial assets from repo +transactions +Sensitivity analysis of the financial assets and financial liabilities allocated to Level 3 depending +on unobservable input parameters. +บ +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +The unobservable inputs can generally consist of a range of values that are considered probable. The +sensitivity analysis determines the fair values of the financial instruments using input factors that lie at +the lower or upper limit of the possible range. The fair values of the financial instruments in Level 3 +would change as follows using these inputs: +375.4 +1.9 +78.6 +298.9 +Balance as at 31 Dec 2021 +Financial assets +4.9 +0 +4.9 +Gains/(losses) recognised in equity +7.1 +0 +7.1 +Unrealised gains/(losses) from currency translation +recognised in equity +44.9 +0 +0 +44.9 +Changes recognised in the revaluation surplus +Total +0 +Derivatives +Financial liabilities +Contingent consideration +Gross presentation of offset financial instruments held by central counterparties +Offsetting financial instruments +Further information +Remuneration Report +Financial statements and notes | Notes on the consolidated statement of financial position +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +214 +The financial instrument's carrying amount represents a reasonable approximation of fair value for all +other positions. +The bonds issued by Deutsche Börse Group have a fair value of €3,722.9 million (31 December 2020: +€2,784.0 million) and are disclosed under liabilities measured at amortised cost. The fair value of such +instruments is based on the debt instruments' quoted prices. Due to insufficient market liquidity, the +debt securities were allocated to Level 2. +The financial assets measured at amortised cost held by Deutsche Börse Group include debt instruments +with a fair value of €1,914.7 million (31 December 2020: €1,205.0 million). The fair value of the +debt instruments was determined by reference to published price quotations in an active market. The +securities were allocated to Level 1. +The fair values of the other financial assets and liabilities not measured at fair value were determined as +follows: +- 15.3 +1) A possible change in one of the significant unobservable input factors with the other input factors remaining unchanged would have the effects shown in the table +above. +7.6 +-2.7 +3.0 +- 3.8 +5.5 +€m +€m +Decrease +Increase +Fair value change +Value of equity (10% change) +Volatility (10% change) +Expected value of equity (10% change) +Change input paramter¹ +Gross amount of financial +instruments +78,250.7 +Authorised share +capital |¹ +48,591.2 +Existing shareholders' pre-emptive rights may be disapplied for +fractioning and/or may be disapplied if the share issue is: +n/a +Expiry date +บ +19 May 2020 18 May 2025 +19,000,000 +Authorised share +capital II¹ +19 May 2021 18 May 2026 +19,000,000 +43.8 +Date of +authori- +sation by the +shareholders +Number +shares +Composition of authorised share capital +Further information +■ for cash at an issue price not significantly lower than the stock +exchange price, up to a maximum amount of 10 per cent of +the nominal capital. +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +217 +Subject to the agreement of the Supervisory Board, the Executive Board is authorised to increase the +subscribed share capital by the following amounts: +Changes in equity are presented in the consolidated statement of changes in equity. As at 31 December +2021 the number of no-par value registered shares of Deutsche Börse AG in issue was 190,000,000 +(31 December 2020: 190,000,000). +15. Equity +The increase in other current assets results almost exclusively from the increase in other receivables from +the CCP business in connection with physical commodity deliveries not yet settled on the spot markets, +which were subject to high volatility at year-end 2021. Other current liabilities also increased +correspondingly, see Note 20. These receivables do not belong to the financial assets, as the claims do +not include receipts of cash or cash equivalents but claims on physical deliveries of commodities. +548.1 +2,675.6 +10.7 +36.2 +0 +6.3 +Management report +26.6 +against non-cash contributions for the purpose of acquiring +companies, parts of companies, interests in companies or +other assets. +19,000,000 +Other +Defined benefit +obligations +hedges +Cash flow +measured +at FVOCI +payments +Share-based +investments +Equity +E +Revaluation surplus +Revaluation surplus +Further information +Authorised share +capital III¹ +Authorised share +capital IV² +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +218 +There were no further subscription rights to shares as at 31 December 2021 or 31 December 2020. +The bonds may also be issued by companies based in Germany or abroad that are affiliated with +Deutsche Börse AG within the meaning of sections 15 ff. Aktiengesetz (AktG, German Stock Corporation +Act). Accordingly, the share capital was contingently increased by up to €17,800,000 (contingent +capital 2019). To date, the authorisation to issue convertible bonds and/or bonds with warrants has not +been exercised. +The Executive Board is authorised, subject to the consent of the Supervisory Board, to exclude the +subscription rights of the shareholders in relation to bonds with conversion or option rights to acquire +shares in Deutsche Börse AG in the following cases: (i) to avoid fractional amounts, (ii) when the issue +price of a bond is not materially below the theoretical fair value determined in accordance with +recognised financial techniques and the total number of shares attributable to these bonds does not +exceed 10 per cent of the share capital, (iii) to grant the holders of conversion or option rights to shares +of Deutsche Börse AG subscription rights to offset any dilutive effects to the same extent as they would +be entitled to receive after exercising these rights. +By resolution of the Annual General Meeting of 8 May 2019, the Executive Board is authorised, subject +to the consent of the Supervisory Board, to issue in the period until 7 May 2024 on one or several +occasions convertible bonds and/or warrant-linked bonds or a combination of such instruments with a +total principal amount of up to €5,000,000,000 with or without a limited term and to grant holders or +creditors of such bonds conversion or option rights, respectively, to acquire new no-par value registered +shares in Deutsche Börse AG representing a notional interest in the share capital of up to €17,800,000 +as stipulated in the terms and conditions of convertible bonds or the terms and conditions of the +warrants attaching to the warrant-linked bonds. +Contingent capital +1) Shares may only be issued, excluding shareholders' pre-emptive subscription rights, provided that the aggregate amount of new shares issued excluding +shareholders' pre-emptive rights during the term of the authorisation (including under other authorisations) does not exceed 20 per cent of the issued share capital. +2) Shares may only be issued, excluding shareholders' pre-emptive subscription rights, provided that the aggregate amount of new shares issued excluding shareholders' pre- +emptive rights during the term of the authorisation (including under other authorisations) does not exceed 10 per cent of the issued share capital. +17 May 2017 16 May 2022 n/a +6,000,000 +19 May 2020 18 May 2024 n/a +Financial statements and notes | Notes on the consolidated statement of financial position +38,193.0 +15.3 +47.8 +15.1 +0 +4.1 +0 +1.2 +0 +2.9 +€m +€m +31 Dec 2020 +31 Dec 2021 +Total +Short-term contract liabilities +13.8 +Long-term contract liabilities +Total +Current contract costs +Non-current contract costs +Contract costs +Contract balances +The Group has recognised the following other contract assets and liabilities: +13. Contract balances +3) The collateral value is determined on the basis of the fair value less a haircut +2) The amount includes the clearing fund totalling €2,995.7 million (2019: € 2,294.1 million). +1) The amount includes the clearing fund totalling €5,943.5 million (2019: € 4,600.8 million). +79,747.6 +126,842.0 +41,554.6 +Contract liabilities +28.9 +136.3 +151.4 +67.6 +93.0 +414.3 +2,477.0 +€m +€m +31 Dec 2020 +31 Dec 2021 +Total +Miscellaneous +Crypto assets +Interest receivables on taxes +Tax receivables (excluding income taxes) +30.5 +Prepaid expenses +Composition of other current assets +14. Other current assets +The total transaction price allocated to performance obligations that have not been satisfied in full as at +31 December 2021 for multi-year contracts that are not invoiced on a variable basis as performance +obligations are satisfied is €148.3 million. We anticipate that €75.5 million of the transaction price will +be recognised as revenue in the next reporting period. The remaining €72.7 million will be recognised in +subsequent financial years. +บ +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +216 +Contract liabilities are generally advance payments by customers for performance obligations that have +not yet been satisfied in full. The increase in contract liabilities mainly results from changes in the basis +of consolidation amounting to €117.3 million. The €34.4 million included in contract liabilities as at 31 +December 2020 (2020: €30.0 million) was recognised as revenue in 2021. Contract liabilities are +presented in the consolidated statement of financial position in “Other non-current liabilities" and "Other +current liabilities". +Contract costs are “incremental costs of obtaining a contract" within the meaning of IFRS 15 and include +sales commissions. The Group only recognises the costs of obtaining a contract as an asset for multi- +year contracts. The recognised costs are amortised in line with revenue recognition. Total amortisation +came to €1.6 million in 2021 (2020: €0 million) and is shown in the consolidated income statement +under depreciation, amortisation and impairment losses. Other contract assets are presented in the +consolidated statement of financial position in “Other non-current assets" and "Other current assets". +44.3 +Other receivables from CCP transactions (commodities) +0 +0 +34.1 +0 +1.5 +172.6 +0 +174.1 +87,693.6¹ +Total liabilities +Other current financial liabilities +0 +80,609.5¹ +0 +80,609.5¹ +counterparties +0 +1.5 +0 +1.5 +0 +6,908.5¹ +0 +6,908.5¹ +Other non-current financial liabilities +Non-current financial instruments held by central +counterparties +loss (FVPL) +Financial liabilities measured at fair value through profit or +LIABILITIES +141.0 +87,621.4¹ +87,692.1¹ +1.5 +1) Due to a correction of the previous year's figures non-current financial assets held by central counterparties decreased by €26.2 million and current financial assets +held by central counterparties by €63.6 million. The current and non-current liabilities oft the central counterparties decreased correspondingly. +The other non-current and current assets and liabilities included in the Level 2 hierarchy include foreign +currency forwards. The basis for measuring the market value of the foreign currency forwards is the +forward rate at the reporting date for the remaining term. They are based on observable market prices. +The basis for measuring the market value of financial instruments held by central counterparties are +market transactions for identical or similar assets on non-active markets and option pricing models +based on observable prices. +Measurement by means of price +higher (lower) +- the volatility were +higher (lower) +of the equity were +- the expected value +The estimated fair +value would go up +(down), if: +Connection between +material unobser- +vable inputs and fair +value measurement +4 +บ +Contingent purchase price components +Net asset value +Interests in institutional investment funds +20.7 +Adjusted prices for +assets on inactive +markets +Internal Black-Scholes +option pricing +model +Measurement Method +Strategic investments +Derivates +Financial instrument +Measurement methods and inputs for the fair value hierarchy Level 3 +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +211 +The following table shows the valuation techniques including the significant unobservable inputs used to +determine the fair value of financial instruments (FVPL) in Level 3. +Material unobservable inputs +Value of equity +Volatility +87,783.0¹ +Total assets +34.0 +4.9 +4.9 +107.0 +0 +0 +107.0 +Level 3 +€m +Level 2 +€m +€m +€m +Level 1 +บ +thereof attributable to: +0 +31 Dec 2020 +Financial assets measured at fair value through profit or +Total +Debt instruments +Strategic investments +Financial assets measured at fair value through other +comprehensive income (FVOCI) +ASSETS +Fair value hierarchy previous year +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +€m +Fair value as at +n/a +0 +4.9 +87,621.4¹ +15.8 +87,671.1¹ +Total +7.6 +8.1 +0 +15.7 +Other current financial assets +0 +80,704.5¹ +0 +80,704.5¹ +111.9 +counterparties +26.4 +0.2 +15.8 +42.4 +0 +6,908.5¹ +0 +6,908.5¹ +Other non-current financial assets +Non-current financial instruments held by central +counterparties +loss (FVPL) +107.0 +0 +Current financial instruments held by central +adjustments for assets on inactive markets +A descriptive sensitivity analysis is not +used here for this reason. +Discounted-cash flow- +- 1.5 +34.0 +107.0 +Balance as at 31 Dec 2020 +- 3.6 +0 +- 3.6 +recognised in equity +Unrealised gains/(losses) from currency translation +26.6 +0 +0 +26.6 +139.4 +Changes recognised in the revaluation surplus +0 +2.3 +0 +Result from financial investments +-0.3 +0 +- 0.3 +0 +Other operating expenses +7.3 +- 0.3 +7.6 +0 +2.3 +Other operating income +Acquisitions from business combinations +0.8 +7.8 +1.5 +6.4 +0 +51.7 +1.5 +16.1 +34.1 +Result from financial investments +Other operating income +or loss +Unrealised capital gains/(losses) recognised in profit +37.0 +0 +0 +37.0 +Reclassifications +- 21.9 +- 12.8 +- 9.1 +Disposals +111.5 +- 1.9 +40.4 +73.0 +Additions +0.8 +0 +0 +9.8 +9.3 +9.6 +Balance as at 1 Jan 2020 +€m +€m +€m +€m +Financial +liabilities +measured at fair +value through +profit or loss +profit or loss +measured at fair +value through +Strategic +investments +Financial assets +Total +Liabilities +Assets +53.8 +Changes in Level 3 financial instruments +บ +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +212 +- the expected value +of the equity were +higher (lower) +The estimated fair +value would go up +(down), if: +n/a +model +Value of equity +These investments include private equity +funds and alternative investments held +by Deutsche Börse Group They are valued +by the fund manager based on net asset +value. Net asset value is determined +using non-public information from the +respective private equity managers. +Deutsche Börse Group only has limited +insight into the specific inputs used by the +fund managers; a descriptive sensitivity +analysis is therefore not used here. +The table below shows the reconciliation of the opening balance to the closing balance for Level 3 fair +values. +-0.3 +17.5 +- 16.7 +0 +or loss +Unrealised capital gains/(losses) recognised in profit +2.2 +2.2 +0 +0 +Other operating income +2.2 +2.2 +0 +0 +loss +- 87.9 +Realised capital gains/(losses) recognised in profit or +87.8 +- 6.7 +5.2 +Reclassifications +- 0.9 +- 0.9 +0 +Disposals +36.2 +- 3.3 +14.5 +25.0 +Additions +86.3 +Current financial instruments held by central +€m +€m +0.1 +- 159.3 +0.9 +- 155.8 +0 +22.5 +- 40.0 +- 177.6 +- 1.2 +- 196.3 +1.3 +61.7 +9.2 +- 132.8 +- 1.1 +- 61.7 +1) The position recognition of hidden reserves from fair value measurement, which was included in the previous year, was retroactively allocated to the retained earnings. +4.3 +Retained earnings +0 +Balance as at 31 Dec 2020 (net) +0.4 +58.0 +Reversals +0 +- 13.0 +- 3.5 +- 16.0 +0 +- 32.5 +Balance as at 31 Dec 2021 +0 +- 22.3 +- 3.4 +50.8 +0.4 +25.5 +Balance as at 1 Jan 2020 (net) +Balance as at 31 Dec 2021 (net) +The "retained earnings" item includes exchange rate differences amounting to €133.9 million +(2020: €-98.3 million). +219 +Deutsche Börse Group | Annual report 2021 +31 Dec 2021 +Number +31 Dec 2020 +Number of shares issued as at 31 December +Number of treasury shares as at the reporting date +Number of shares outstanding as at 31 December +190,000,000 +- 6,381,218 +183,618,782 +Number +190,000,000 +- 6,478,743 +183,521,257 +The proposal on the appropriation of distributable profit reflects treasury shares held directly or indirectly +by the company that do not carry dividend rights under section 71b Aktiengesetz (AktG, the German +Stock Corporation Act). The number of shares carrying dividend rights can change until the Annual +General Meeting through the repurchase or sale of further treasury shares. In this case, with a dividend +of €3.20 per eligible share, an amended resolution for the appropriation of distributable profit will be +proposed to the Annual General Meeting. +17. Provisions for pensions and other employee benefits +Defined benefit pension plans +Provisions for pensions and similar obligations are measured using the projected unit credit method on +the basis of actuarial reports. Calculating the present value requires certain actuarial assumptions (e.g. +discount rate, staff turnover rate, salary and pension trends) to be made. The current service cost and +the net interest expense or income for the subsequent period are calculated on the basis of these +assumptions. +220 +Total¹ +No-par value shares carrying dividend rights +587.6 +32.4 +620.0 +- 323.3 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +บ +16. Shareholders' equity and appropriation of net profit of Deutsche Börse AG +The annual financial statements of the parent company Deutsche Börse AG, prepared as at +31 December 2021 in accordance with the provisions of Handelsgesetzbuch (HGB, the German +Commercial Code), report net profit for the period of €943.3 million) (2020: €1,161.9 million) and +equity of €3,919.9 million (2020: €3,511.8 million). In 2021, Deutsche Börse AG distributed +€550.6 million (€3.00 per share) from distributable profit for the previous year. +66.8 +Proposal on the appropriation of the unappropriated surplus +Appropriation to other retained earnings in the annual financial statements +Unappropriated surplus +Proposal by the Executive Board: +Distribution of a regular dividend to the shareholders of €3.20 per share for 183,618,782 no-par value shares carrying +dividend rights +Appropriation to retained earnings +31 Dec 2021 +€m +943.3 +Net profit for the period +0.1 +€m +0 +0 +0 +- 14.6 +Balance as at 31 Dec 2020 (gross) +0 +31.8 +- 40.1 +- 244.4 +- 1.6 +- 254.3 +Changes from defined benefit +obligations +0 +60.8 +0.1 +60.9 +Changes from share-based +- 40.3 +payments +25.7 +Fair value measurement +- 9.3 +€m +€m +0 +6.1 +0.2 +- 219.2 +- 1.2 +- 214.1 +Changes from defined benefit +obligations +0 +0 +0 +- 25.2 +-0.4 +- 25.6 +0 +1.3 +Balance as at 1 Jan 2020 (gross) +0 +- 0.1 +59.9 +0.3 +58.3 +Additions +0 +0 +0.2 +6.9 +0.1 +7.2 +Reversals +0 +-7.5 +0 +- 7.5 +0 +- 1.8 +0 +0 +Deferred taxes +0 +Balance as at 1 Jan 2020 +0 +1.3 +Fair value measurement +0 +52.2 +52.7 +0 +Balance as at 31 Dec 2020 +104.9 +0 +1.5 +- 183.6 +- 87.2 +84.0 +Balance as at 31 Dec 2021 (gross) +1.3 +12.6 +Cash +2.9 +Interest rate futures +-0.2 +0.1 +Investment funds +31.2 +5.9 +6.1 +3.0 +436.9 +82.0 +381.0 +82.0 +Qualifying insurance policies +28.1 +Total listed +0.5 +0.6 +402.9 +Total not listed +75.6 +349.9 +75.3 +Government bonds +241.2 +Stock index futures +211.5 +144.4 +0 +17.3 +138.4 +Derivatives +2.8 +3.0 +Multilateral development banks +Corporate bonds +In addition to the general actuarial risks, the risks associated with the defined benefit obligations relate +especially to financial risks in connection with the plan assets, including in particular counterparty credit +and market risks. +42.8 +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +E +Market risk +The return on plan assets is assumed to be the discount rate determined on the basis of corporate bonds +with an AA rating. If the actual rate of return on plan assets is lower than the discount rate used, the net +defined benefit liability increases accordingly. If volatility is low, the actual return is further expected to +exceed the return on corporate bonds with a good rating in the medium to long term. The level of the net +liability is influenced by the discount rates in particular, whereby the current low interest rates contribute +to a relatively high net liability. We consider the share price risk resulting from derivative positions in +equity index futures in the plan assets to be appropriate. The company bases its assessment on the +expectation that the overall volume of payments from the pension plans will be manageable in the next +few years, that the total amount of the obligations will also be manageable and that it will be able to +meet these payments in full from operating cash flows. Any amendments to the investment policy take +into account the duration of the pension obligation as well as the expected payments over a period of ten +years. +Executive and Supervisory Boards +Inflation risk +Duration and expected maturities of the pension obligations +The weighted duration of the pension obligations as at 31 December 2021 is 15.6 years +(2020: 16.6 years). +Expected maturities of undiscounted pension payments +Less than 1 year +Between 1 and 2 years +Between 2 and 5 years +Bonds +Possible inflation risks that could lead to an increase in defined benefit obligations exist because some +pension plans are final salary plans or the annual capital components are directly related to salaries, i.e. +a significant increase in salaries would lead to an increase in the benefit obligation from these plans. In +Germany, however, there are no contractual arrangements with regard to inflation risk for these pension +plans. An interest rate of 6 per cent p.a. has been agreed for the employee-financed deferred +compensation plan; the plan does not include any arrangements for inflation, so that it has to be +assumed that there will be little incentive for employees to contribute to the deferred compensation plan +in times of rising inflation. In Luxembourg, salaries are adjusted for the effects of inflation on the basis of +a consumer price index no more than once a year; this adjustment leads to a corresponding increase in +the benefit obligation from the pension plan. Since the obligation will be met in the form of a capital +payment, there will be no inflation-linked effects once the beneficiary reaches retirement age. +Total plan assets +Deutsche Börse Group | Annual report 2021 +Risks +8.0 +31.8 +6.8 +53.3 +10.0 +51.6 +11.1 +226 +96.2 +83.4 +18.0 +533.1 +100.0 +464.4 +100.0 +As at 31 December 2021 the plan assets did not include any financial instruments of the Group (2020: +zero). Neither did they include any properties or other assets used by companies in Deutsche Börse +Group. +18.0 +% +Pension growth +% +-14.7 +Reduction by 1.0 percentage point +707.9 +17.4 +746.9 +18.4 +Salary growth +537.8 +Increase by 0.5 percentage points +1.7 +642.1 +1.8 +Reduction by 0.5 percentage points +593.4 +-1.6 +619.3 +613.5 +-1.8 +-13.9 +Increase by 1.0 percentage point +In Germany, the "2018 G" mortality tables (generation tables) developed by Prof Klaus Heubeck are +used. For Luxembourg, generation tables of “Institut national de la statistique et des études économiques +du Grand-Duché de Luxembourg" are used. +Sensitivity analysis +The sensitivity analysis presented in the following considers the change in one assumption of the main +plans in Germany and Luxembourg at a time, leaving the other assumptions unchanged from the original +calculation, i.e. possible correlation effects between the individual assumptions are not taken into +account. +Sensitivity of defined benefit obligation +Change in actuarial assumption Effect on defined benefit obligation +2021 +2020 +519.2 +Defined benefit +Change +% +Defined benefit +obligation +€m +Change +% +Present value of the obligation +Discount rate +603.1 +630.6 +obligation +€m +€m +More than 5 years up to 10 years +615.3 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +บ +225 +Composition of plan assets +In Germany, plan assets are held by a trustee in safekeeping for individual companies of the Group and +for the beneficiaries. At the company's instruction, the trustee uses the funds transferred to acquire +securities, without any consulting by the trustee. The contributions are invested in accordance with an +investment policy, which may be amended by the companies represented in the investment committee. +The trustee may refuse to carry out instructions if they are in conflict with the fund's allocation rules or +the payment provisions. In accordance with the investment policy, a value preservation mechanism is +applied; investments can be made in different asset classes. +Luxembourg +In Luxembourg, the Board of Directors of the Clearstream Pension Fund is responsible for determining +the investment strategy, with the aim of maximising returns in relation to a benchmark. This benchmark +is 75 per cent derived from the return on five-year German federal government bonds and 25 per cent +from the return on the EURO STOXX 50 Index. According to the investment policy, the fund may only +invest in fixed-income and variable-rate securities, as well as listed investment fund units; it may hold +cash, including in the form of money market funds. +Composition of plan assets +31 Dec 2021 +31 Dec 2020 +€m +Germany +Increase by 0.5 percentage points +-3.3 +-3.1 +2.0 +643.8 +2.1 +Reduction by 0.5 percentage points +591.4 +-1.9 +617.2 +609.9 +-2.1 +Increase by one year +621.0 +3.0 +650.1 +3.1 +Reduction by one year +584.6 +Life expectancy +Total +Other long-term employee benefits +Expected pension payments¹ +147.10 +138.45 +1.5 +1.5 +0.0 +2019 +6,409 +147.10 +147.10 +101.71 +0.7 +0.0 +0.7 +2020 +7,739 +147.10 +10,596 +2018 +0.0 +31 Dec 2021 +31 Dec 2021 +€ +€ +€ +obligation +€m +31 Dec 2021 +€m +147.10 +31 Dec 2021 +2017 +45 +147.10 +136.00 +136.00 +0.0 +0.0 +€m +147.10 +66.39 +0.5 +2020 +Average price of the exercised +share options +Average price of the forfeited +share options +€ +€ +135.97 +2019 +130.51 +104.78 +140.38 +74.02 +142.26 +50.56 +The stock options from the 2017 SBP tranche were exercised in the reporting period following the +expiration of the waiting period. Shares of the SBP tranches 2018, 2019 and 2020 were paid to former +employees as part of severance payments in the year under review. +The carrying amount of the provision for the SBP results from the measurement of the number of SBP +stock options at the fair value of the closing auction price of Deutsche Börse shares in electronic trading +at the Frankfurt Stock Exchange at the reporting date and its proportionate recognition over the waiting +period. +138.55 +provision at +2018 +Tranche +0.0 +0.5 +2021 +9,768 +147.10 +147.10 +32.48 +2017 +0.3 +0.3 +Total +34,557 +3.0 +1.5 +1.5 +Average price of the exercised and forfeited share options +0.0 +Non-current +Current +provision at +Settlement +Further information +Defined contribution pension plans and multi-employer plans +Defined contribution plans +บ +There are defined contribution plans as part of the occupational pension system using pension funds +and similar pension institutions. In addition, contributions are paid to the statutory pension insurance +scheme. The level of contributions is normally determined in relation to income. As a rule, no provisions +are recognised for defined contribution plans. The contributions paid are reported as pension expenses +in the year of payment. There are defined contribution pension plans for employees in several countries. +In addition, the employer pays contributions to employees' private pension funds. +During the reporting period, the costs associated with defined contribution plans amounted to +€43.5 million (2020: €37.0 million). +Multi-employer plans +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Amongst other financial institutions, several Deutsche Börse Group companies are member institutions +of BVV Versicherungsverein des Bankgewerbes a.G., a pension insurance provider with registered office +in Berlin. Employees and employers make regular contributions, which are used to provide guaranteed +pension plans and a potential surplus. The contributions to be made are derived from contribution rates +applied to active employees' monthly gross salaries, taking into account specific financial thresholds. +Member institutions have a subsidiary liability for the fulfilment of BVV's agreed pension benefits. +However, we consider the risk that this liability will be invoked as remote. Given that BVV membership is +governed by several Works Council Agreements, membership termination is subject to certain conditions. +The notice period is specified in the BVV constitution. The subsidiary liability for the reached entitlement +of each employee remains with the employer after the membership termination. Deutsche Börse Group +considers BVV pension obligations as multi-employer defined benefit pension plans. However, we +currently lack information regarding the allocation of BVV assets to individual member institutions and +the respective beneficiaries. Moreover, we do not know Deutsche Börse Group's actual share in BVV's +total obligations. This plan is therefore shown in the Group's financial reporting as a defined contribution +plan. On the basis of current information published by BVV there is no shortfall that could affect the +future contributions payable by the Group. Deutsche Börse group is not liable for other BVV members' +obligations. +During the reporting period, the costs associated with designated multi-employer plans, amounted to +€10.3 million (2020: €10.0 million). In 2022 we expect to make contributions to multi-employer plans +amounting to around €10.2 million. +228 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +EPEX Netherlands B.V. participates in the ABP pension fund within the EEX subgroup. Participation is +mandatory for all employees. Employer contributions are calculated by ABP and adjusted, if necessary. +Since the allocation of assets to member institutions and beneficiaries is not possible, this pension plan +can also be presented only as a defined contribution plan. +Further information +Management report +Deutsche Börse Group | Annual report 2021 +31 Dec 2021 +31 Dec 2020 +€m +€m +16.7 +15.7 +13.5 +Executive and Supervisory Boards +15.6 +50.1 +161.6 +144.6 +248.8 +226.0 +The expected costs of defined benefit plans (excluding service cost for deferred compensation) amount to +approximately €15.2 million plus €1.5 million for the net interest expense. +227 +57.0 +1) The expected payments in Swiss francs were translated into euros at the relevant closing rate on 31 December. +Other long-term employee benefits +Pensions obligations (IHK) +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +E +229 +Evaluation of the SBP +Valuation of SBP shares +Tranche +Balance at +31 Dec 2021 +Number +Deutsche Börse +AG share price at +31 Dec 2021 +Intrinsic value/ +option at +Deutsche Börse Group | Annual report 2021 +Fair value/ +option at +To determine the fair value of the stock options the intrinsic value of the additional pro rata stock options +is calculated, which also includes an expectation about future dividend payments. +2.00 +The number of stock options is determined by the amount of the individual and performance-based SBP +bonus for the financial year, divided by the average share price (Xetra closing price) of Deutsche Börse +AG's shares in the fourth quarter of the financial year in question. Neither the converted SBP bonus nor +the stock options are paid at the time the bonus is determined. Rather, the entitlement is generally +received three years after the grant date (the "waiting period"). Within this period, beneficiaries cannot +assert shareholder rights (in particular, the rights to receive dividends and attend the Annual General +Meeting). Once they have met the condition of service, the beneficiaries' claims resulting from the SBP +are calculated on the first trading day following the last day of the waiting period. The current market +price at that date (closing auction price of Deutsche Börse shares in electronic trading on the Frankfurt +Stock Exchange) is multiplied by the number of stock options. Stock options are settled in cash. +Stock Bonus Plan (SBP) +Jubilee +Total +E +31 Dec 2021 +31 Dec 2020 +€m +€m +The SBP is open to senior executives of Deutsche Börse AG and its participating subsidiaries. It grants a +long-term remuneration component in the form of so-called SBP shares. These are generally accounted +for as share-based payments for which Deutsche Börse AG has a choice of settlement in cash or equity +instruments for certain tranches. Tranches due in previous years were each settled in cash. In the +reporting period, the company established an additional tranche of the SBP for senior executives who +are not risk takers. In order to participate in the SBP, a beneficiary must have earned a bonus. The +awards are settled in cash and the SBP shares are measured as cash-settled share-based payment +transactions. The cost of the options is estimated using an option pricing model (fair value +measurement) and recognised in staff costs in the consolidated income statement. +7.7 +6.0 +6.2 +13.7 +14.6 +The obligation arising from partial retirement agreements is reported under other current assets, as the +allocated plan assets exceed the corresponding liability. +18. Share-based payment +Deutsche Börse Group operates the Group Share Plan (GSP), the Stock Bonus Plan (SBP), the Co- +Performance Investment Plan (CPIP), the Performance Share Plan (PSP) and the Management Incentive +Programme (MIP) as well as the Long-term Sustainable Instrument (LSI) and the Restricted Stock Units +(RSU), which provide share-based payment components for employees, senior executives and executive +board members. +8.5 +2.00 +In the 2021 financial year, employees converted a total of €5.0 million (2020: €4.8 million) of their +variable remuneration into deferred compensation benefits. +2.00 +672.2 +Essentially, the retirement benefits encompass the following retirement benefit plans: +Executive boards of Group companies (Germany and Luxembourg) +Individual commitment plans exist for executive board members of certain Group companies; they are +based on the plan for executives described in the second paragraph below, i.e. in each calendar year the +company provides an annual contribution to a capital component calculated in accordance with actuarial +principles. The benefit assets equal the total of the acquired capital components of the individual years +and are converted into a lifelong pension once the benefits fall due. In addition, retirement benefit +agreements are in place with members of the executive boards of Group companies, under which they +are entitled to pension benefits upon reaching the age of 63 and following reappointment. When the +term of office began, the replacement rate was 30 per cent of individual pensionable income. It rose by +5 percentage points with each reappointment, up to a maximum of 50 per cent of pensionable income. +Germany +There is an employee-funded deferred compensation plan for employees of certain Deutsche Börse +Group companies in Germany who joined prior to 1 January 2019. Under this plan, it is possible to +convert portions of future remuneration entitlements into benefit assets of equal value which bear +interest of 6 per cent p.a. The benefits consist of a capital payment made in equal annual instalments +over a period of three years upon the reaching the age of 65 or at an earlier date due to disability or +death. +In the period from 1 January 2004 to 30 June 2006, executives in Germany were offered the +opportunity to participate in the following pension system based on capital components: the benefit is +based on annual income received, composed of fixed annual salary and the variable remuneration. Every +year, participating Group companies provide for an amount that corresponds to a certain percentage of +the pensionable income. The participating companies provide an amount corresponding to a specific +percentage of this eligible income every year. This amount is multiplied by a capitalisation factor +depending on age, resulting in the annual capital component. The benefit assets equal the total of the +acquired capital components of the individual years and are converted into a lifelong pension once the +benefits fall due. This benefit plan was closed to new staff on 30 June 2006; the executives who were +employed in the above period can continue to earn capital components. +668.6 +222 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +บ +As part of adjustments to the remuneration systems to bring them into line with supervisory +requirements contracts were adjusted for some executives. For executives affected, whose contracts +allowed for the inclusion of only the income received and the variable remuneration above the upper +limit of the contribution assessment as pensionable income, the pensionable income was determined on +the basis of income received from the year 2016. This is adjusted annually to account for the increase of +the cost of living according to the consumer price index for Germany as issued by the Federal Statistical +Office. For executives affected, whose capital components were calculated on the basis of income +received, without observing the upper limit of the contribution assessment, an amount has been +determined that will be reviewed annually and adjusted if necessary, by the Supervisory Board, taking +any changes in circumstances in terms of income and purchasing power into account. +Deutsche Börse Group | Annual report 2021 +Luxembourg +65.0 +519.0 +353.1 +347.0 +Former employees with vested +entitlements +Pensioners or surviving dependants +Total +184.5 +84.6 +9.1 +193.6 +206.8 +118.4 +0.6 +2.9 +121.9 +118.4 +0 +62.1 +The defined benefit pension plan in favour of Luxembourg employees is funded by means of cash +contributions to an "association d'épargne pension" (ASSEP) organised in accordance with Luxembourg +law. The benefits consist of a one-off capital payment, which is generally paid upon reaching the age of +65. Employees receive an annual account statement showing their current balance. The pension plan +does not pay any benefits in the event of death or disability. Contributions to the ASSEP are funded in +full by the participating companies. The contributions are determined annually on the basis of actuarial +opinions in accordance with Luxembourg law. +Deutsche Börse Group | Annual report 2021 +Balance as at 1 Jan +672.2 +621.6 +- 464.4 +- 428.2 +207.8 +157.2 +€m +Current service cost +26.2 +0 +0 +27.9 +26.2 +Interest expense/(income) +4.7 +27.9 +223 +2020 +2020 +€m +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +Changes in net defined benefit obligations +Present value of +obligations +2021 +€m +Fair value of plan +assets +E +4 +2021 +2020 +€m +€m +2021 +€m +Total +6.0 +74.9 +Eligible current employees +83.9 +65.4 +31 Dec 2021 +€m +663.1 +Total +31 Dec 2020 +€m +666.7 +obligations that are at least partially +funded +Fair value of plan assets +513.8 +414.1 +- 55.2 +- 533.1 +- 464.4 +Funded status +99.7 +20.1 +10.2 +- 63.8 +130.0 +Present value of defined benefit +€m +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +บ +The fair value of the plan assets is deducted from the present value of the pension obligations, if +necessary taking into account the regulations on the upper limit of the value of plan assets in excess of +the obligation (so-called asset ceiling), so that the net pension obligation or the asset value from the +defined benefit plans results. +Net interest expense for the financial year is calculated by applying the discount rate determined at the +beginning of the financial year to the net defined benefit liability determined as at that date. +Other +€m +The relevant discount rate is determined by reference to the return on long-term corporate bonds with a +rating of at least AA (Moody's Investors Service, S&P Global Ratings, Fitch Ratings and DBRS) on the +basis of the information provided by Bloomberg and a maturity that corresponds approximately to the +maturity of the pension obligations. Moreover, the bonds must be denominated in the same currency as +the underlying pension obligation. Measurement of the pension obligations in euros is based on a +discount rate which is determined according to the adjusted "Global Rate: Link" methodology from the +advisory company Willis Towers Watson, updated in line with the current market trend. +Other long-term benefits for employees and members of executive boards (e.g. total disability pension, +transitional payments) are also measured using the projected unit credit method. Actuarial gains and +losses and past service cost are recognised immediately and in full through profit or loss. +The defined benefit obligations of the companies of Deutsche Börse Group relate primarily to final salary +arrangements and pension plans based on capital components, which guarantee employees a choice of +either lifelong pensions or capital payments on the basis of the final salary paid. Deutsche Börse Group +uses external trust solutions to cover some of its pension obligations. +Net liability of defined benefit obligations +Total +Germany +Luxembourg +€m +The actuarial gains or losses and the difference between the expected and the actual return or loss on +plan assets are recognised in other comprehensive income in the revaluation surplus. They result from +changes in expectations with regard to life expectancy, pension trends, salary trends and the discount +rate. +216.1 +Present value of unfunded obligations +0.6 +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +บ +The defined benefit plans comprise a total of 4,156 beneficiaries (2020: 2,882). The present value of +defined benefit obligations can be allocated to the beneficiaries as follows: +Allocation of the present value of the defined benefit obligation to the beneficiaries +Total +Management report +Total +Luxembourg +€m +Other +€m +31 Dec 2021 +31 Dec 2020 +€m +€m +Germany +€m +4.8 +Executive and Supervisory Boards +221 +0.1 +5.5 +202.3 +5.5 +Net liability of defined benefit +104.5 +20.7 +10.3 +Deutsche Börse Group | Annual report 2021 +135.5 +obligations +Amount recognised in the balance sheet +104.5 +20.7 +10.3 +135.5 +207.8 +207.8 +2.00 +- 3.3 +1.4 +0.3 +0 +-0.3 +0 +Changes in the basis of consolidation +Balance as at 31 Dec +11.0 +12.1 +0 +- 9.8 +1.2 +3.6 +668.6 +672.2 +- 533.1 +- 464.4 +135.5 +- 8.5 +207.8 +-0.6 +0.6 +0 +0 +0 +Settlements +0 +0 +0 +Reclassification to "Held for Sale" +0 +0 +Tax and administration costs +- 0.7 +0.8 +1.3 +1.4 +0.6 +0 +0 +Provisions for the SBP amounting to €3.0 million were recognised at the reporting date of 31 December +2021 (31 December 2020: €3.4 million). The total expense for SBP stock options in the reporting +period amounted to €1.3 million (2020: €1.5 million). +Provisions for pension plans and other employee benefits are measured annually at the reporting date +using actuarial techniques. The assumptions for determining the actuarial obligations for the pension +plans differ according to the individual conditions in the countries concerned and are shown in the +following table: +% +% +% +% +1.10 +1.10 +0.70 +Luxembourg +0.70 +3.30 +3.00 +3.30 +2.00 +n/a +1.90 +n/a +3.00 +Assumptions +Germany +Germany +224 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +Luxembourg +บ +Discount rate +Salary growth +Pension growth +Staff turnover rate¹ +1) Up to the age of 50, afterwards 0 per cent +31 Dec 2021 +31 Dec 2020 +Actuarial assumptions +- 4.1 +0 +Withdrawal from plan assets +- 20.2 +6.0 +Adjustments to demographic assumptions +- 2.3 +0 +0 +0 +6.0 +- 2.3 +Adjustments to financial assumptions +- 38.0 +25.1 +0 +- 38.0 +25.1 +Experience adjustments +0 +- 0.9 +- 20.2 +0 +1.9 +Past service cost +0 +0.3 +0 +0 +0 +0 +0.3 +32.5 +- 3.3 +- 4.1 +29.3 +28.4 +Remeasurements +Return on plan assets, excluding amounts +already recognised in interest income +32.6 +0 +- 5.8 +0 +- 42.9 +- 43.6 +Plan participants +1.4 +0.9 +- 1.4 +-0.9 +- 43.6 +0.0 +Benefit payments +- 8.7 +- 13.5 +8.7 +13.5 +0.0 +0 +0 +0 +- 42.9 +0 +- 0.9 +- 5.8 +- 41.2 +19.3 +- 20.2 +6.0 +- 61.4 +0 +25.3 +2.7 +0.1 +- 1.6 +1.1 +0.1 +Contributions: +Employers +Effect of exchange rate differences +230 +-0.2 +- 4.0 +n/a +n/a +n/a +175.00 +% +n/a +n/a +n/a +n/a +n/a +150.00 +Growth rate Earnings per Share % +ESG-Target Achievement +182.10 +149.97 +144.13 +n/a +n/a +Valuation of CPIP and PSP shares +Tranche +38,420.1 +1,467.3 +78,542.0 +1,029.6 +- 72.0 +15,799.7 +- 2,019.0 +- 15,914.3 +2,966.5 +- 78,292.5 +120.80 +2,040.0 +16,225.1 +- 1,919.7 +- 14,630.0 +1,037.7 +- 38,188.8 +2,506.7 +240 +Balance as at +31 Dec 2021 +95.0 +119.59 +n/a +% +To determine the fair value of the subscription rights, the intrinsic value of the additional pro rata +subscription rights is calculated, which also includes an expectation about future dividend payments. +Evaluation of the CPIP and the PSP +In the financial year 2015, a new remuneration programme (Co-Performance Investment Plan, CPIP) +was introduced, and the former CEO of Deutsche Börse AG, Carsten Kengeter, was offered a one-time +participation. The appropriate number of phantom shares was calculated based on the number of shares +granted and the increase of Deutsche Börse AG's net profit for the period attributable to shareholders of +Deutsche Börse AG, as well as on the relative performance of the total shareholder return (TSR) on +Deutsche Börse AG's shares compared with the total shareholder return of the STOXX Europe 600 +Financials Index entities. The performance period for the measurement of the performance criteria +commenced on 1 January 2015 and ends on 31 December 2019. The shares are subject to a +performance period of five years and a waiting period until 31 December 2019. The payment of the +stock bonus was settled in cash and paid in full as at 31 March 2021. +Co-Performance Investment Plan (CPIP) +บ +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Valuation parameters for CPIP and PSP shares +Management report +Deutsche Börse Group | Annual report 2021 +233 +The payout amount is calculated by multiplying the final number of performance shares with the average +share price of Deutsche Börse AG's shares (Xetra closing price) in the last calendar month preceding the +performance period, plus the total of dividend payments made during the performance period based on +the final number of performance shares. In the reporting year, PSP shares of tranche 2016 were paid +out with a relevant payout share price of €150.87. Until the 2020 tranche, servicing and treatment will +be in accordance with the cash settlement rules. Settlement is in cash and with the exception of the +2021 tranche the transaction is measured and recognised as cash-settled share-based remuneration. +Because of its specific contractual conditions the 2021 tranche is treated as a settlement with equity +instruments. +The final number of performance shares was calculated by multiplying the original number of +Performance Shares with the level of overall target achievement. The PSP level of overall target +achievement was based on two performance factors during the performance period: firstly, on the +relative performance of the total shareholder return (TSR) on Deutsche Börse AG's shares compared with +the total shareholder return of the STOXX Europe 600 Financials Index as the peer group; and secondly, +on the increase of Deutsche Börse AG's net profit for the period attributable to shareholders of the parent +company. The two performance factors contribute 50 per cent each to calculate overall target +achievement. For the 2021 tranche the overall target achievement depends on the performance against +three different metrics over the performance period. The total shareholder return (TSR) for the Deutsche +Börse AG share compared with the total shareholder return for the STOXX Europe 600 Financials Index +accounts for 50 per cent. The annual growth rate for adjusted earnings per share over the performance +period accounts for a further 25 per cent. The remaining 25 per cent are calculated by reference to +performance against four equally weighted ESG targets. +The 100 per cent stock bonus target was calculated in euros for each Executive Board member. The 100 +per cent stock bonus target for selected executives and employees of Deutsche Börse AG and +participating subsidiaries is defined by the responsible decision-making bodies. Based on the PSP 100 +per cent stock bonus target, the corresponding number of phantom shares for each beneficiary was +calculated by dividing the stock bonus target by the average share price (Xetra closing price) of Deutsche +Börse AG's shares in the last calendar month preceding the performance period. Any right to payment of +a PSP stock bonus vested only at the end of a five-year performance period. +The PSP was launched in the financial year 2016 for members of the Executive Board of Deutsche +Börse AG as well as selected senior executives and employees of Deutsche Börse AG and of participating +subsidiaries. The number of phantom PSP shares to be allocated is calculated based on the number of +shares granted and the increase of net profit for the period attributable to Deutsche Börse AG +shareholders, as well as on the relative performance of the total shareholder return (TSR) on Deutsche +Börse AG's shares compared with the total shareholder return of the STOXX Europe 600 Financials Index +constituents. The shares are subject to a performance period of five years. The subsequent payment of +the stock bonus will be settled in cash. +Performance Share Plan (PSP) +Executive and Supervisory Boards +31 Dec 2020 +€m +Term to +। । +shareholders +171.86- +139.72- +attributable to Deutsche Börse AG +Net profit for the period +2016 +31 Dec 2020 +250.0 +Tranche +Relative total shareholder return +Tranche +2017 +31 Dec 2021 +235.0 +31 Dec 2023 +75.0 +31 Dec 2025 31 Dec 2024 +0.0 +100.0 +Tranche +2019 +Tranche +2020 +Tranche +2021 +% +Tranche +2018 +31 Dec 2022 +235.0 +31 Dec 2021 +€m +Cash and cash equivalents +less financial instruments with an original maturity exceeding 3 months +Current liabilities from cash deposits by market participants +3.3 +3.0 +23.7 +7.6 +2,788.6 +544,7 +The increase in other current liabilities results almost exclusively from the increase in liabilities from CCP +business. These liabilities are not part of the financial liabilities because the obligation does not consist +in payment of cash but in physical delivery of commodities. +6.7 +239 +Executive and Supervisory Boards +Management report +Financial statements and notes | Other disclosures +Remuneration Report +Further information +Other disclosures +21. Notes on the consolidated cash flow statement +Deutsche Börse Group | Annual report 2021 +Composition of other non-cash income +11.4 +13.8 +Liabilities to employees +Liabilities to supervisory bodies +Miscellaneous +Total +E +31 Dec 2021 +€m +31 Dec 2020 +9.1 +€m +415.1 +136.3 +30.5 +41.9 +42.8 +30.6 +29.9 +2,527.6 +Co-Performance Investment Plan (CPIP) and Performance Share Plan (PSP) +<3 +2020 +Equity method measurement +Impairment of financial instruments +Subsequent measurement of derivatives +Contract assets and liabilities +Gains on the disposal of subsidiaries and equity investments +Miscellaneous +Total +- 156.4 +Reversal of discount and transaction costs from long-term financing +Reconciliation to cash and cash equivalents +Reconciliation to cash and cash equivalents +Restricted bank balances +Other cash and bank balances +Net position of financial instruments held by central counterparties +Current financial instruments measured at amortised cost +less financial instruments with an original maturity exceeding 3 months +Current financial liabilities measured at amortised cost +Cash and cash equivalents comprise cash and bank balances – to the extent that these do not result +from reinvesting current liabilities from cash deposits by market participants – as well as receivables and +liabilities from banking business with an original maturity of three months or less. +2021 +Subsequent measurement of non-derivative financial instruments +- 163.6 +€m +€m +39.5 +0.5 +8.9 +- 18.1 +-0.4 +- 17.2 +143.6 +2.1 +101.5 +- 3.9 +2.6 +- 10.5 +0 +5.8 +6.3 +19.4 +E +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Balance as at +31 Dec 2021 +Tran- +che +Valuation of LSI and RSU shares +To determine the fair value of the subscription rights the intrinsic value of the additional pro rata +subscription rights is calculated, which also includes an expectation about future dividend payments. +Evaluation of the LSI and the RSU +Like the LSI plan, the RSU plan applies to risk takers within Deutsche Börse Group. RSU shares are +settled in cash; Deutsche Börse Group thus measures the RSU shares as cash-settled share-based +payment transactions. The options are measured using an option pricing model (fair value +measurement). Any right to payment of a stock bonus only vests after the expiration of the one-year +service period on which the plan is based, taking a three-year retention period and a one-year waiting +period into account. In the reporting year, RSU shares of tranche 2016 were paid out with a relevant +payout share price of € 138.22. +บ +Deutsche Börse AG +share price as at +31 Dec 2021 +Restricted Stock Units (RSU) +Remuneration Report +Financial statements and notes | Notes on the consolidated statement of financial position +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +231 +The number of LSI and RSU shares for the 2016 to 2020 tranches is calculated by dividing the +proportionate LSI or RSU bonus, respectively, for the year in question by the average closing price of +Deutsche Börse AG shares in the last month of a financial year. The number of LSI and RSU shares for +the 2021 tranche is based on the closing auction price of Deutsche Börse shares as at the disbursement +date of the cash component of the 2021 tranche in 2022 or on the closing price as at the following +trading day on the Frankfurt Stock Exchange. This results in individual LSI tranches for the LSI bonus, +which have maturities of between one and five years. The RSU bonus is used as a basis for another +four-year tranche. Payment of each tranche is made after a waiting period of one year. Neither +remuneration system stipulates any condition of service. Following the expiry of the waiting period, both +the LSI and the RSU shares of the 2016 to 2020 tranches are measured on the basis of the average +closing price of Deutsche Börse AG shares in the last month preceding the end of the waiting period. +The LSI and RSU shares of the 2021 tranche are measured at the closing auction price as at the first +trading day in February of the year in which the holding period ends. In the reporting year, LSI shares of +the tranches 2015 to 2019 were paid out with a relevant payout share price of € 138.22 for shares of +tranches 2015 to 2017. For shares of tranches 2018 and 2019 the relevant payout share price was +€ 136.90. The difference in payout share prices is caused by the nature of the specific terms and +conditions for the respective tranches. +Further information +The LSI remuneration model requires at least half of a part of the variable remuneration to be settled in +cash and half in phantom shares of Deutsche Börse AG (LSI shares). All tranches will be settled in cash. +A portion of the variable remuneration is paid in the subsequent year and another portion over a further +period of three or four years. Moreover, a portion of the variable remuneration shall be converted into +RSU, subject to a three-year retention period after grant and a one-year waiting period (RSU shares). +Deutsche Börse Group thus measures the LSI shares as cash-settled share-based payment transactions. +The options are measured using an option pricing model (fair value measurement). Any right to payment +of a stock bonus only vests after the expiration of the one-year service period on which the plan is +based, taking certain waiting periods into account. +Intrinsic value/ +Fair value/ +option as at +31 Dec 2021 +147.10 +1,748 +2016 +€m +€m +€m +€ +option as at +31 Dec 2021 +€ +Number +31 Dec 2021 +31 Dec 2021 +obligation +Non-current +provision as at +Current +provision as at +Settlement +€ +147.10 +Long-term Sustainable Instrument (LSI) +Long-term Sustainable Instrument (LSI) and Restricted Stock Units (RSU) +tranche +2020 +tranche +2019 +Disposals +Disposals +Disposals +tranche +2018 +Disposals +tranche +2017 +2020 +Additions +tranche +2021 +Balance at +31 Dec +บ +Change in number of SBP shares allocated +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +Fully +In 2014, Deutsche Börse Group introduced the Long-Term Sustainable Instrument (LSI) plan in order to +provide share-based remuneration in line with regulatory requirements. This programme was extended +in 2016 with the Restricted Stock Units (RSU) plan. The following disclosures relate to both plans. +settled +cash +options +Balance at +31 Dec 2021 +34,557 +- 1,414 +34,557 +- 1,414 +9,768 12,539 +9,768 12,539 +- 171 +- 171 +107 +Options +forfeited +278 +38,225 +Total +107 +278 +303 +38,225 +To other senior +executives +303 +Social security liabilities +147.10 +0.2 +Tranche +2020 +settled +Fully +Additions/ Additions/ Additions/ Additions/ Additions/ +(disposals) (disposals) (disposals) (disposals) (disposals) +Tranche +Tranche +2019 +2021 +Tranche +2018 +2017 +Tranche +cash +options +Additions/ +(disposals) +Tranche +2016 +Change in number of LSI and RSU shares allocated +Provisions amounting to €32.2 million were recognised as at 31 December 2021 (31 December 2020: +€33.3 million). The total expense for LSI/RSU stock options in the reporting period amounted to +€9.5 million (31 December 2020: €5.9 million). +22.7 +9.5 +32.2 +226,085 +Total +Balance at +31 Dec +2020 +6.8 +Balance at +To other senior +executives +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +232 +226,085 +226,085 +48,024 - 75,377 +48,024 75,377 +1,064 +1,064 +31 Dec 2021 +4,881 +- 1,287 +4,881 +395 +- 1,287 +1,149 +1,149 +247,236 +247,236 +Total +395 +0.2 +0.0 +134.98-144.09 +0.8 +7.3 +138.03-147.10 +147.10 +147.10 +51,178 +2018 +6.5 +0.0 +6.3 +147.10 +147.10 +147.10 +42,764 +2017 +0.0 +6.3 +6.8 +2019 +147.10 +4.3 +1.6 +5.9 +126.10-147.10 +147.10 +147.10 +147.10 +48,024 +40,408 +2021 +41,963 +2020 +5.1 +0.6 +5.7 +128.88-147.10 +147.10 +147.10 +- 9.8 +Vacation entitlements, flextime and overtime credits +Other Liabilities from CCP positions (Commodities) +Contract liabilities +Financial statements and notes | Notes on the consolidated statement of financial position +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +236 +The value of the programme was calculated using the Black-Scholes model and contract-specific inputs +at the time the transaction was completed. The main valuation parameters were the enterprise value of +ISS, its expected volatility, the contractually agreed interest rate on the loan and the expected time until +maturity. Since the programme does not have a vesting period, the total value was recognised as +expense at the transaction date. +Valuation +An employee share programme was set up for the senior management of ISS in the course of the +acquisition. It enables management to purchase shares in the parent of ISS, Inc. (ISS HoldCo, Inc.). +Deutsche Börse Group has the right to buy back the shares after not less than three years at their fair +value. According to an IFRIC interpretation from 2005, this programme is treated like an award of stock +options. Since Deutsche Börse Group has a unilateral right to settle the transaction with treasury shares +in Deutsche Börse AG, the programme is treated according to the rules for equity settlement. +ISS Employee Share Programme (MBP) +The value of the virtual shares is determined using a Monte Carlo simulation on the respective balance +sheet date, which appropriately reflects the contract-specific conditions. The underlying simulations +depend on the underlying from which the payment is linked to the beneficiaries of the MIP. The +enterprise value of the Qontigo Group serves as the underlying. On the basis of the simulations carried +out, a discounted average payment of the contractually agreed payment flows to the respective +participants is calculated. The main valuation parameters include the enterprise value and the expected +volatility of the Qontigo Group as well as the expected term and the contract-specific payment profile. A +pro rata addition of expenses over the vesting period is conducted in accordance with the criteria for a +non-forfeiture of the programme. +Valuation +The MIP was set up for the senior management of the Qontigo Group (index and analytics business of +Group Deutsche Börse) as part of the acquisition. It grants a non-current remuneration component in the +form of virtual shares of the Qontigo Group. These are generally accounted for as share based payments. +The amounts payable to the beneficiaries are intended to reflect the economic development of the +Qontigo Group. The MIP contains a time-based and a performance-based component. The vesting +period is three years with the possibility of an early execution and started with the implementation of the +transaction. Due to a potential payout with cash by Group Deutsche Börse, the MIP is accounted for +under the principles of a cash-settlement. +Axioma Management Incentive Programme (MIP) +Other share based payment programmes in the light of acquisitions +The expense of this discount is recognised in the income statement at the grant date. In the reporting +period, an expense totalling €4.8 million (2020: €4.8 million) was recognised in staff expense for the +GSP. +Remuneration Report +Further information +E +ISS Employee Incentive Programme (MAP) +Reclassification +Balance as at 1 Jan 2021 +Changes in other provisions (part 1) +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Management report +Executive and Supervisory Boards +บ +Deutsche Börse Group | Annual report 2021 +A provision is only recognised for restructuring when a detailed, formal restructuring plan has been +adopted and those concerned have been given the reasonable impression that the restructuring +measures will be implemented. This can be by starting to implement the plan or by announcing its key +elements to those concerned. The restructuring provisions and the provisions for contractually agreed +early retirement benefits and severance payments are recognised in other provisions. +Provisions are recognised if the Group has a present obligation from an event in the past, it is probable +that there will be an outflow of resources embodying economic benefits to settle the obligation and the +amount of this obligation can be estimated reliably. The amount of the provision corresponds to the best +estimate of the expenditure required to settle the obligation at the reporting date. The provision is to be +reversed if it is no longer probable that settling the obligation will entail the outflow of resources +embodying economic benefits. +Other provisions +19. Changes in other provisions +The value of the virtual shares is calculated at the date of each allocation to the beneficiaries, using a +Black-Scholes model with contract-specific inputs. The main valuation parameters include the enterprise +value and the expected volatility of ISS, as well as the expected term and the contract-specific payment +profile. In line with the vesting criteria, the value of the award is recognised as an expense over the +vesting period. +Valuation +An employee incentive programme was set up for selected managers at ISS, which has not yet been fully +awarded as at the reporting date. It grants a long-term remuneration component in the form of virtual +shares in ISS. The programme is accounted for as share-based payments. The amounts awarded to the +beneficiaries are intended to reflect the economic development of ISS. The MAP contains a time-based +and a performance-based component. The vesting period is three years, and under certain +circumstances can be exercised early. Since Deutsche Börse Group has a unilateral right to settle the +transaction with treasury shares in Deutsche Börse AG, the programme is treated according to the rules +for equity settlement. +237 +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Management report +516,666 +145,794 +4,052 +138.22 +560,000 +338,376 +9,406 +138.22 +138.22 +€ +Fair value/ +option as at +31 Dec 2021 +Granted +Number of +Performance +Shares +Number +Grant Share +Price +€ +Investment +Target +Group Share Plan (GSP) +Total +1,300,000 +Utilisation +3,738 +516,666 +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +235 +Employees of Deutsche Börse Group who are not members of the Executive Board or senior executives +have the opportunity to acquire shares of Deutsche Börse AG at a discount under the Group Share Plan +(GSP). Under the GSP tranche for the year 2021, the participating employees could subscribe for up to +50 shares of the Company at a discount of 40 per cent and another 50 shares at a discount of 10 per +cent. The acquired shares are subject to a lock-up period of two years. +1,044,760 +145,794 +4,052 +134,501 +138.22 +145,794 +4,052 +138.22 +560,000 +134,501 +3,738 +138.22 +560,000 +4,013,332 +Reversal +Additions +Currency translation +Other tax provisions +56.2 +76.9 +85.4 +154.1 +-0.2 +0 +Anticipated Losses +0 +0.1 +0 +0.22 +3.1 +7.7 +11.2 +19.6 +0 +129.1 +€m +Other personnel +provision +€m +- 0.1 +- 3.1 +- 1.1 +0 +0 +0 +1.8 +€m +0.3 +0.0 +23.4 +4.5 +7.9 +38.9 +€m +Miscellaneous +0 +Gregor Pottmeyer +- 2.6 +- 24.1 +payments +Bonuses +€m +Share-based +บ +Balance as at 31 Dec 2021 +Interest +Currency translation +€m +Additions +Utilisation +Reclassification +Changes in the basis of consolidation +Balance as at 1 Jan 2021 +Changes in other provisions (part 2) +Balance as at 31 Dec 2021 +Interest +Reversal +- 28.0 +Interest on taxes +€m +€m +- 19.5 +- 11.0 +- 27.3 +- 88.8 +- 4.8 +0 +0 +Restructuring and +efficiency measures +0 +92.1 +- 2.3 +- 0.3 +0 +112.6 +3.7 +122.8 +79.5 +Dr. Stephan Leithner +Heike Eckert +Dr. Thomas Book +132,150 +2017 +0.0 +1.5 +1.5 +152.18 +138.22 +147.10 +147.10 +2016 +€m +€m +31 Dec 2021 +31 Dec 2021 +Non-current +provision as at +Current +provision as at +9,965 +Settlement +obligation +€m +141.35 +20.4 +5.7 +93.57 +147.10 +147.10 +53,342 +2019 +18.8 +154.75 +0.0 +126.76 +147.10 +147.10 +132,606 +2018 +0.0 +20.4 +18.8 +0.0 +€ +€ +44.6 +15.4 +5.2 +24.7 +The other non-current and current provisions amount to a total of €462.5 million (31 December 2020: +€481.7 million). The non-current provisions of €127.2 million (31 December 2020: €168.0 million) +largely have a remaining term of one to five years. Furthermore current provisions exist for +€335.3 million (31 December 2020: €313.7 million). +Provisions for restructuring and efficiency measures include provisions for contractually agreed early +retirement benefits and severance payments as well as expenses directly related to restructuring +measures. +0 +For details of share-based payments, see Note 18. +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Further information +20. Other current liabilities +Composition of other current liabilities +238 +€ +0.0 +0.0 +Number +31 Dec 2021 +Fair value/ +option as at +Intrinsic value/ +option as at +31 Dec 2021 +Deutsche Börse AG +share price as at +31 Dec 2021 +-0.2 +-0.3 +0 +- 2.8 +7.5 +4.6 +12.9 +0.0 +0.2 +0.2 +0.2 +9.3 +Tax liabilities (excluding income tax) +5.7 +22,820 +To other senior +308,109 +38,116 +- 24,016 +- 20,117 +- 3,574 +- 3,025 +executives +- 87,744 +496,043 +Board¹ +at +31 Dec +2021 +Tranche +2021 +Tranche +2020 +Tranche +2019 +Tranche +2018 +- 87,574 +Tranche +2017 +144,977 +- 2,876 +Dr. Christoph Böhm +Dr. Theodor Weimer +Board member +Granted PSP-Tranche 2021 for Board Members +At the beginning of the fiscal year 2021 PSP-tranche 2021 was granted. The relevant grant share price +for tranche 2021 shares was at €138.22. The performance period ends on 31 December 2025. The +individual investment target amounts, grant share price, number of initially granted virtual shares as well +as the fair value at reporting date can be summarised for the respective board members as follows: +Granting of PSP-Tranche 2021 for Board Members +1) Active and former Executive Board members. +- 44,018 +11,342 92,232 +49,458 400,341 +- 7,248 +- 31,264 +- 6,833 +- 26,950 +- 3,112 +- 6,686 +- 5,901 +- 131,762 +641,020 - 87,574 +Total +-0.5 +2020 +Tranche +2016 +(disposals) +400,341 +Total +0 +0 +1.4 +27.41 +147.10 +49.4 +147.10 +2021¹ +1.6 +0.0 +1.6 +61.27 +147.10 +147.10 +49,458 +(disposals) +21.9 +1) Due to the treatment of the 2021 tranche as equity-settled, no provisions are recognized for this tranche. The above figures also include the shares of the members +of the Board of Management +Balance +Additions/ Additions/ Additions/ Additions/ +(disposals) (disposals) +Additions/ Additions/ +(disposals) (disposals) +Additions/ +(disposals) +Tranche +2015 +31 Dec +2020 +Balance +at +To the +Executive +26.1 +Change in number of CPIP and PSP shares allocated +บ +Further information +Financial statements and notes | Notes on the consolidated statement of financial position +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +234 +Provisions for the CPIP and the PSP amounting to €48.0 million were recognised at the reporting date +31 December 2021 (31 December 2020: €68.8 million). Of these provisions, €14.8 million were +attributable to members of the Executive Board (2020: €8.5 million). The total expense for CPIP and +PSP stock options in the reporting period was €6.0 million (2020: €8.5 million). Of that amount, an +expense of €3.5 million was attributable to members of the Executive Board (2020: €6.0 million). +Changes in the basis of consolidation +Eurex +Carrying amounts - +maximum risk exposure +56,696.97 +6,311.8 +Amount at +31 Dec 2020 +€m +7,487.17 +Other financial instruments +Other loans +Group +100.5 +0.3 +100.5 +0 +Other assets +Group +13.3 +15.3 +0 +0 +Trade receivables +Group +978.2 +625.8 +96,609.8 +Balance brought forward +Amount at +31 Dec 2021 +€m +Amount at +31 Dec 2020 +€m +885.76 +427.36 +1,417.3 +695.07 +1,122.3 +1,122.3 +560.6 +560.67 +Total +96,609.8 +56,696.97 +6,311.8 +0 +7,487.17 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Other disclosures +Remuneration Report +Further information +Credit risk of financial instruments (part 2) +Carrying amounts - +maximum risk exposure +<3 +Collateral +Segment +Amount at +31 Dec 2021 +€m +246 +Clearstream (GSF) +0 +Clearstream (post-trading) +126,842.0⁹ +79,747.69 +112.1 +8.4 +0 +0 +Total +208,729.0 +120,693.67 +133,254.3 +87,234.77 +1) Presented in the items "restricted bank balances" and "other cash and bank balances". +2) The amount includes collateral totalling €5.0 million (2020: €5.1 million) +3) The amount includes collateral totalling €8.0 million (2020: €8.0 million) +4) The portfolio of deposited collateral is not directly attributed to any utilisation, but is determined by the scope of the entire business relationship and the limits granted. +5) Off-balance-sheet items +6) Meets the IFRS 9 criteria for a financial guarantee contract +7) Prior-year figures adjusted as securities lending transactions from Clearsteam Banking S.A.'s ASLplus programme do not represent a risk position +8) Net value of all margin requirements resulting from executed trades at the reporting date as well as default fund requirements: this figure represents the risk-oriented view +of Eurex Clearing AG and European Commodity Clearing AG, while the carrying amount of the "financial instruments held by central counterparties" item in the balance +sheet shows the gross amount of the open trades according to IAS 32. +9) Collateral value of cash and securities collateral deposited for margins, covering the net value of all margin and default fund requirements +Cash investments +Clearstream receives cash deposits from its customers in various currencies, whereas Eurex Clearing AG +receives cash collateral mainly in EUR and CHF. In line with treasury policy, these entities shall invest +such funds, and this is where the credit risk is potentially stemming from. +We mitigate such risks either – to the extent possible – by investing short-term funds on a secured basis, +e.g. via reverse repurchase agreements, or by depositing them with central banks. +According to the treasury policy, eligible collateral mainly consists of highly liquid financial instruments +with a minimum rating of AA- (S&P Global Ratings/Fitch) or Aa3 (Moody's) issued or guaranteed by +governments or supranational institutions. +62,467.38 +109,657.08 +Derivatives +held by central counterparties +17.3 +147.2 +0 +0 +Eurex (financial derivatives) +1,217.0 +697.0 +0 +0 +Group +9.8 +Other receivables +27.8 +0 +Other financial assets at fair +value +Group +14.0 +7.6 +0 +2,350.1 +1,521.0 +100.5 +0 +Financial instruments +0 +Automated Securities Fails +Financing5 +n/a +n/a4 +Collateralised cash investments +Reverse repo transactions +Eurex (financial derivatives)¹ +Clearstream (post-trading) +820.9 +574.9 +828.9 +580.5 +4,274.3 +6,176.7 +4,360.6 +6,346.0 +5,095.2 +6,751.6 +5,189.5 +6,926.5 +Uncollateralised cash +investments +Money market lendings - +central banks +Eurex (financial derivatives) +Clearstream (post-trading) +33,709.3 +7,350.7 +31,711.6 +0 +0 +€m +Amount at +31 Dec 2020 +4 +Amount at +31 Dec 2021 +€m +Financial statements and notes | Other disclosures +Remuneration Report +Further information +24. Financial risk management +<3 +Detailed qualitative disclosures on financial instruments in accordance with IFRS 7.33 that are part of +these consolidated financial statements, such as the nature and extent of risk arising from financial +instruments and risk management objectives, strategies and procedures, are included under the caption +Risk management approach and risk controlling in the combined management report in the section risk +management. +We evaluate our risk position continuously. In the view of the Executive Board, no threat to the continued +existence of the Group can be identified at this time. +245 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +6,291.8 +Management report +Remuneration Report +Further information +Credit risk +Credit risk of financial instruments (part 1) +Segment +<3 +Collateral +Amount at +Amount at +31 Dec 2021 +€m +31 Dec 2020 +€m +Financial statements and notes | Other disclosures +0 +0 +Money market lendings - +other counterparties +10.1 +7.0 +0 +0 +Fund assets +Group +Group +14.0² +14.92 +0 +0 +66.73 +Eurex (financial derivatives) +37.13 +0 +90,097.3 +49,250.3 +0 +Loans for settling +securities transactions +Technical overdraft +facilities +Clearstream (post-trading) +531.6 +267.7 +0 +247 +0 +1,186.3 +Eurex (financial derivatives) +Clearstream (post-trading) +298.5 +187.5 +0 +89.6 +148.3 +0 +0 +Balances on nostro accounts and +other bank deposits +Clearstream (post-trading) +1,905.4 +0 +2,252.4 +43,888.7 +3,809.7 +0 +Group +854.1 +3,603.7 +0 +0 +Securities +Clearstream (post-trading) +1,910.2 +EEX (commodities) +Management report +Deutsche Börse Group | Annual report 2021 +Management report +9.2 +249 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Other disclosures +Remuneration Report +Further information +<3 +Trade receivables are written off when there is no reasonable expectation of recovery. The following +criteria are used for the assessment of derecognition: +■ Insolvency proceedings are not started for want of assets. +■ Insolvency proceedings have not resulted in any payment for a period of three years and there is no +indication that any amount will be received going forward. +■ Enforcement activities are not pursued by Deutsche Börse Group due to cost-benefit analysis or +Deutsche Börse Group has tried unsuccessfully to collect the receivable for a period of three years. +In the reporting year, as in the previous year there were no significant write-offs due to customer +defaults. Moreover, no significant payments were received for receivables which had previously been +written off (2020: nil). +Debt securities +All debt securities measured at amortised cost are considered to have low default risk and the loss +allowance recognised during the period was therefore limited to twelve months' expected losses. The +Group considers listed bonds to have a low credit risk if they have an investment grade credit rating from +an external rating agency. All debt securities measured at fair value through OCI are assigned to Level 1 +on recognition and are reviewed regularly for changes in credit risk on the basis of their rating. The +expected loss for listed debt securities is determined using the default rates provided by a rating agency. +Development of the loss allowance +Development of the loss allowance +Closing loss allowance as at 1 January 2020 +Increase from business combinations +Debt securities +Stage 1 +€m +1.8 +6.5 +0.8 +0.1 +€m +€m +€m +€m +€m +€m +0.0% +0.0% +0.1% +1.3% +5.4% +Trade +receivables +Stage 1/2 +€m +81.9% +33.0 +13.3 +5.9 +3.2 +15.0 +7.9 +1.8 +80.1 +0.0 +0.0 +0.0 +100% +€m +Trade +Stage 3 +Increase from business combinations +0 +0 +0 +0 +Increase in the allowance recognised +in profit or loss during the period +0.2 +0.2 +0.8 +1.2 +Decrease in the allowance recognised +in profit or loss during the period +-0.1 +-0.3 +- 1.2 +1.6 +Closing loss allowance as at 31 December 2021 +0.4 +0.8 +8.0 +9.2 +250 +9.5 +8.3 +0.9 +0.3 +Total +€m +€m +0 +1.1 +6.0 +7.1 +0 +0.1 +1.0 +1.1 +receivables +Increase in the allowance recognised +0.3 +0.3 +2.1 +2.7 +Decrease in the allowance recognised +in profit or loss during the period +0 +-0.6 +-0.8 +- 1.4 +Closing loss allowance as at 31 December 2020 +in profit or loss during the period +€m +Total +Insolvent +Not more +Not more +Not more +Not more +Not more +More +than 30 +than 60 +than 90 +than 120 +days past +days past +days past +days past +than 360 +days past +than 360 +days past +Insol- +vent +Total +due +due +due +Loss allowance +Trade receivables +Expected loss rate +Loss allowances for trade receivables as at 31 December 2021 +Financial statements and notes | Other disclosures +Remuneration Report +Further information +<3 +Unsecured cash investments are permitted only with counterparties with impeccable credit ratings within +the framework of defined counterparty credit limits. In this context, impeccable creditworthiness means +an internal rating of at least “D”, which corresponds to an external rating from Fitch of at least “BBB”. +Counterparty credit risk is monitored on the basis of an internal rating system. +The fair value of securities received under reverse repurchase agreements was €5,189.5 million (2020: +€6,926.0 million). Clearstream Banking S.A. and Eurex Clearing AG are entitled to pledge the eligible +securities received to their central banks in order to make use of the central banks' monetary policy +instruments. +As at 31 December 2021, Clearstream Banking S.A. had pledged securities with a value of +€229.0 million (2020: €168.20 million) to central banks as collateral for credit lines received from the +central banks. As in the previous year, these all come from the Clearstream investment portfolio. +Eurex Clearing AG had pledged no securities to central banks as at 31 December 2021, the same as the +previous year. +Loans for settling securities transactions +Clearstream grants customers intraday technical overdraft facilities to maximise settlement efficiency. +These settlement facilities are subject to internal credit review procedures. They are revocable at the +discretion of the Clearstream subgroup and are in general fully secured. As at 31 December 2021 they +came to €110.2 billion (2020: €106.2 billion). Of the total, €5.9 billion (2020: €5.5 billion) are +unsecured and only relate to credit lines granted to selected central banks and multilateral development +banks in accordance with the CSDR exception defined in Article 23 of the Delegated Regulation (EU) +2017/390 based on the creditworthiness of the borrowers and zero risk weight applied by the +Regulation (EU) No 575/2013 (CRR). Actual outstandings at the end of each business day generally +represent a small fraction of the facilities and amounted to €531.6 million as at 31 December 2021 +(2020: €267.7 million); see Note 12. +Clearstream also guarantees the undue residual risk resulting from the Automated Securities Fails +Financing (ASL) programme it offers to its customers, where Clearstream Banking S.A. acts as an +intermediary between borrower and lender. Such risks are secured. As at 31 December 2021 the +outstanding loans under this programme amounted to €885.8 million (2020: €427.3 million). +Collateral received by Clearstream Banking S.A. in connection with these loans amounted to +€1,122.3 million (2020: €560.6 million). +due +In 2020 and 2021, no losses from credit transactions occurred in relation to any of the transaction types +described. +To safeguard the Group's central counterparties against the risk of default by a clearing member, the +clearing conditions require the clearing members to deposit margins in the form of cash or securities on +a daily basis or an intraday basis in the amount stipulated by the respective clearing house. Additional +security mechanisms of the Group's central counterparties are described in detail in the section risk +management. +248 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Other disclosures +Remuneration Report +Further information +<3 +Trade receivables +Trading, settlement and custody fees are generally collected without delay by direct debit. Fees for other +services, such as the provision of data and information, are settled mainly by transfer. Trade receivables +are analysed using an expected credit loss model based on the simplified approach as outlined in +IFRS 9. To measure the expected credit loss, trade receivables and contract assets have been grouped +based on the days past due. The trade receivables share the main risk characteristics. The expected loss +amount has been determined by applying the lifetime expected loss approach. The expected loss rates +are based on the payment profiles over a period of five years and the loss profile experienced over that +period. As at 31 December 2021 there were no contract assets (2020: nil). +Financial instruments of the central counterparties +due +due +€m +1.9 +8.8 +Loss allowances for trade receivables as at 31 December 2020 +Expected loss rate +Trade receivables +Loss allowance +Not more +Not more +than 30 +days past +than 60 +days past +6.1 +Not more +than 90 +days past +Not more +than 360 +More +than 360 +days past +days past +days past +due +due +due +due +due +due +Not more +than 120 +Executive and Supervisory Boards +0.7 +0.0 +€m +€m +€m +€m +€m +€m +€m +0.0% +0.0% +0.5% +0.9% +0.0 +5.4% +100% +38.9 +7.8 +9.3 +2.7 +13.0 +6.4 +1.9 +80.0 +0.0 +0.0 +89.4% +Executive and Supervisory Boards +Financial risks mainly arise in the form of credit risks and to a lesser extent in the form of market price +risks. They are quantified using the economic capital concept. Detailed information, which is part of +these consolidated financial statements, can be found under the caption financial risks in the combined +management report in section risk management. Required economic capital is assessed on a 99.9 per +cent confidence level for a one-year holding period. It is compared with the Group's liable equity capital +adjusted for intangible assets so as to test the Group's ability to absorb extreme and unexpected losses. +Required economic capital (REC) for financial risk is calculated at the end of each month and amounted +to €664.0 million as at 31 December 2021, whereby €488.0 million stems from credit risk and +€176.0 million stems from market risk. +244 +16.1 +1.6 +- 0.3 +- 0.9 +0 +0 +- 0.8 +- 1.0 +-0.3 +- 0.9 +0 +0 +624.2 +738.8 +162.5 +127.0 +54.1 +47.6 +EBITDA margin (%) +63 +Depreciation, amortisation and impairment losses (€m) +- 44.1 +EBIT (€m) +EBITDA (€m) +thereof result of the equity method measurement of associates +Result from financial investments +- 53.9 +6.58 +5.89 +23. Segment reporting +Deutsche Börse Group divides its business into eight segments: This structure serves as a basis for the +Group's internal management and financial reporting. Detailed information about the segment structure, +which is part of these consolidated financial statements, can be found under the heading Business +operations and Group structure in section Deutsche Börse: Fundamental information about the Group in +the combined management report. Due to the acquisition of Institutional Shareholder Services (ISS), we +adapted the segment reporting in the first quarter 2021 and added Institutional Shareholder Services as +a segment, please see Note 3. +Segment reporting (part 1) +360T +(financial derivatives) EEX (commodities) +(foreign exchange) +Net revenue (Єm) +2021 +995.8 +2020 +1,110.3 +Capital expenditure¹ (€m) +2021 +341.5 +2021 +2020 +302.2 +107.8 +101.5 +Operating costs (€m) +- 387.7 +- 373.1 +- 178.7 +174.3 +- 53.7 +2020 +580.1 +48.3 +67 +- 55.3 +683.5 +48 +Financial statements and notes | Other disclosures +Remuneration Report +Further information +Segment reporting (part 2) +<3 +Xetra (cash equities) +Clearstream +(post-trading) +IFS (investment fund +services) +Net revenue (€m) +2021 +364.0 +Management report +2020 +2020 +2021 +2020 +391.7 +Deutsche Börse Group | Annual report 2021 +827.2 +382.4 +232.8 +Operating costs (€m) +- 150.6 +- 158.8 +2021 +5.89 +Executive and Supervisory Boards +242 +42 +50 +47 +- 33.1 +- 35.6 +- 21.5 +- 20.4 +129.4 +91.4 +32.6 +27.2 +Deutsche Börse Group | Annual report 2021 +46.1 +21.4 +7.6 +8.6 +1,746 +1,661 +1,009 +934 +274 +272 +Employees (as at 31 December) +1) Excluding investments from business combinations. +22.8 +- 376.3 +1,079.9 +183,452,436 +948.2 +73.3 +0 +0 +- 0.7 +0 +Repayments +-602.9 +0 +0 +Other and exchange rate differences +5.5 +0.7 +0 +Balance as at 31 Dec 2020 +2,637.0 +408.7 +0 +Lease payments (IFRS 16) +0 +- 62.8 +0 +Acquisition from business combinations +Disposals +Additions +0 +2.9 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Other disclosures +Remuneration Report +Further information +Changes in liabilities arising from financing activities +<3 +Bonds +issued +Leasing +liabilities +Commercial +0 +€m +paper +€m +Balance as at 1 Jan 2020 +2,286.2 +380.1 +0 +Lease payments (IFRS 16) +0 +- 47.4 +0 +Acquisition from business combinations +0 +€m +87.1 +0 +Additions +Financial statements and notes | Other disclosures +Remuneration Report +Further information +Calculation of earnings per share (basic and diluted) +Number of shares outstanding at beginning of period +Number of shares outstanding at end of period +Weighted average number of shares outstanding +Number of potentially dilutive ordinary shares +Weighted average number of shares used to compute diluted earnings per share +Net profit for the period attributable to Deutsche Börse AG shareholders (€m) +Earnings per share (basic) (€) +Management report +Earnings per share (diluted) (€) +2021 +2020 +183,521,257 +183,429,035 +183,618,782 +183,521,257 +183,546,106 +183,452,436 +368,326 +0 +183,914,432 +<3 +1,209.7 +6.59 +Executive and Supervisory Boards +241 +999.1 +46.1 +2,701.0 +Disposals +0 +- 4.7 +0 +Repayments +0 +0 +- 1,900.0 +Deutsche Börse Group | Annual report 2021 +Other and exchange rate differences +12.1 +Balance as at 31 Dec 2021 +3,636.1 +486.7 +801.0 +22. Earnings per share +Under IAS 33, earnings per share are calculated by dividing the net profit for the period attributable to +Deutsche Börse AG shareholders (net income) by the weighted average number of shares outstanding. +In order to determine diluted earnings per share, potentially dilutive ordinary shares that may be +acquired under the share-based payment programmes are added to the average number of shares. +In order to determine diluted earnings per share, all subscription rights, for which a cash settlement has +not been determined are assumed to be settled with equity instruments - regardless of actual accounting +in accordance with IFRS 2. +All tranches of the Long-term Sustainability Instrument (LSI) for which a choice between settlement in +cash or equity instruments exists were settled in the previous year. All current and future tranches may +only be settled in cash. There are therefore no potentially dilutive ordinary shares from the Long-term +Sustainability Instrument. +As part of the acquisition of Institutional Shareholder Services Inc. there are ongoing option rights valid +until 25 February 2024, which did have a small dilutive effect during the reporting year up to the +reporting date. +0 +- 367.3 +835.4 +- 117.5 +Remuneration Report +Further information +<3 +4 +- +Our business model - and that of all our segments – is focused on an internationally operating +participant base and pricing does not differ depending on the customer's location. From a price, margin +and risk perspective, this means it does not matter whether sales revenue is generated from German or +international participants. +The risks and returns from the activities of the subsidiaries operating within the economic environment +of the European Monetary Union (EMU) do not differ significantly from each other on the basis of the +factors to be considered in identifying information on geographical regions under IFRS 8. We have +therefore identified the following segments: Euro area, other Europe, America and Asia-Pacific. +Sales revenue is allocated to the individual regions according to the customer's domicile, while +investments and non-current assets are allocated according to the company's domicile and employees +according to their location. +As described above, the analysis of sales is based on the direct customer's billing address. This means, +for example, that sales to an American investor trading a product with an Asian underlying via a +European clearing member are classified as European sales. +Information on geographical regions +Sales revenue¹ +Investments² +Non-financial non- +current assets³, 4 +Number of employees +2021 +€m +2020 +€m +2021 +€m +2020 +€m +2021 +€m +2020 +€m +2021 +2020 +European Union +Financial statements and notes | Other disclosures +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +-264.3 +EBIT (€m) +152.1 +95.8 +18.8 +n/a +1,749.4 1,605.1 +- 125.9 +7.7 +8.1 +17.3 +Other Europe +n/a +195.4 +Employees (as at 31 December) +611 +585 +2,741 +n/a +10,200 +7,238 +1) Excluding investments from business combinations. +The net revenue includes revenue generated through external parties as well as through intercompany +transactions. The impact of intercompany revenue is eliminated on Group level as such internally +generated revenue of one segment has an adverse effect on revenue by the same amount on the +corresponding partner segment. For an overview of intercompany revenue see Note 4. Services between +segments are offset on the basis of measured amounts or fixed prices. +243 +206.4 +- 293.7 +America +472.1 +7,238 +Consolidation of internal net revenue +67.1 +- 64.7 +0 +0 +0 +0 +0 +0 +Group +4,218.8 +3,519.3 +206.4 +195.4 +8,845.4 +6,343.0 +10,200 +7,238 +1) Including countries in which more than 10 per cent of sales revenue was generated: UK (2021: €807.1 million, 2020: €732.1 million) and Germany (2021: +€1,014.7 million, 2020: €910.9 million). +2) Excluding goodwill and right-of-use assets from leasing. +3) Including countries in which more than 10 per cent of assets are held: Germany (2021: €3,859.2 million, 2020: €3,648.1 million), Switzerland (2021: +€1,307.0 million, 2020: €1,210.1 million) and United States (2021: €3,279.2 million, 2020: €1,061.6 million). +4) These include intangible assets, property, plant and equipment as well as investments in associates and joint ventures. +10,200 +6,343.0 +8,845.4 +195.4 +289.1 +177.7 +4.2 +24.3 +172.8 +15.4 +Asia-Pacific +254.3 +183.9 +0.2 +6.5 +0.7 +4,199.1 +1,339.4 +3,279.2 1,061.6 +27.7 +4,008.7 +5,464 +2,358.5 2,047.8 +1,201.0 1,063.2 +5,042 +1,792 +1,449 +1,209 +435 +31.7 +1,734 +312 +Total of all regions +4,285.9 +3,584.0 +206.4 +1,241.0 +n/a +Capital expenditure¹ (€m) +28.3 +Depreciation, amortisation and impairment losses (€m) +- 15.3 +- 23.7 +- 69.7 +- 72.5 +- 36.9 +- 28.5 +EBIT (€m) +227.5 +235.0 +389.9 +385.5 +219.0 +86.7 +Capital expenditure¹ (€m) +- 44.6 +15.3 +72.8 +68.4 +16.4 +27.5 +Employees (as at 31 December) +774 +49 +67 +55 +55 +Result from financial investments +29.4 +25.8 +0.5 +- 1.9 +- 0.6 +- 0.1 +thereof result of the equity method measurement of associates +29.2 +25.4 +0.4 +739 +- 1.7 +- 0.1 +EBITDA (Єm) +242.8 +258.7 +459.6 +458.0 +255.9 +115.2 +EBITDA margin (%) +67 +66 +- 0.5 +2,159 +13.5 +886 +24.3 +thereof result of the equity method measurement of associates +10.5 +-0.2 +0 +n/a +2,136 +21.5 +EBITDA (Єm) +180.6 +124.1 +85.2 +63.4 +2,043.1 +1,869.4 +EBITDA margin (%) +70 +50 +28 +n/a +58 +58 +Depreciation, amortisation and impairment losses (€m) +28.5 +n/a +n/a +38.6 +-0.2 +911 +Segment reporting (part 3) +Qontigo (index and +analytics business) +ISS (Institutional +Shareholder Services) +- 5.1 +Net revenue (€m) +2021 +258.7 +2020 +2021 +2020 +248.1 +223.9 +Group +2021 +3,509.5 +n/a +45.2 +Result from financial investments +- 1,551.6 +n/a +- 155.4 +- 1,368.7 +- 123.8 +- 123.3 +Operating costs (€m) +2020 +3,213.8 +Further information +Group entities may furthermore invest their own capital and part of customer cash balances in high- +quality liquid bonds. The bond portfolio consists mostly of variable-rate instruments, which leads to a +comparably low interest rate risk for the Group. +Interest rate risk +Changes in market interest rates may affect Deutsche Börse Group's net profit for the period attributable +to Deutsche Börse AG shareholders. This risk arises whenever interest terms of financial assets and +liabilities are different. +Interest rate sensitive assets include the Group's money market and investment portfolios, while interest +rate sensitive liabilities mainly consist of short-term debt instruments. Interest rate risk from long-term +liabilities of Deutsche Börse AG is mitigated through issuance of fixed-coupon bonds. +In order to finance the acquisition of a majority stake in Institutional Shareholder Services, Deutsche +Börse AG issued debt securities with a nominal volume of €1,000 million. For further details of the +outstanding bonds issued by Deutsche Börse Group, see section “Net assets" section in the combined +management report. +Cash received as deposits from market participants is invested mainly via short-term reverse repos and +in the form of overnight deposits at central banks, limiting the risk of a negative impact due to a changed +interest rate environment. Negative interest rates resulting from reinvestments of these cash deposits are +passed on to the respective Clearstream (post-trading) customers after applying an additional margin. +For Eurex Clearing AG, interest rates on cash collateral are in principle calculated based on a predefined +market benchmark rate per currency after deducting an additional spread per currency. In exceptional +cases such as market disruption, Eurex Clearing AG reserves the right to calculate interest rates on cash +collateral based on the realised interest rate. +<3 +The risk arising from interest-earning assets and interest-bearing liabilities is monitored on each business +day and limited by using a system which includes mismatch limits in combination with interest rate risk +limits and stop-loss limits. The interest rate risk limits determine the acceptable maximum loss caused +by a hypothetical adverse yield curve shift. The stop-loss limits define the fair value of a portfolio +triggering an ad hoc review and risk-reducing actions. +Management report +In 2021, we entered into forward interest rate swap contracts to hedge the interest rate risk in +connection with the highly probable planned refinancing of a bond maturing in 2022. In this way, the +cash flow risk arising from potential interest rate changes was hedged. Cash flow hedge accounting was +applied for this hedge. +252 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Financial statements and notes | Other disclosures +Remuneration Report +Further information +Remuneration Report +In line with its risk strategy, we may use financial instruments to hedge highly probable interest rate +exposures. For this purpose, interest rate swaps, as well as swaptions, might be used. Our Treasury +policy requires that the critical terms of swaps and swaptions must align with the hedged items. +Financial statements and notes | Other disclosures +We operate internationally and are, to a limited extent, exposed to foreign-exchange risk, primarily in +USD, CHF, GBP and CZK. Exchange rate fluctuations may affect the Group's profit margins and the +value of assets and liabilities denominated in a currency that is not the functional currency of the +relevant Group entity. Respective currency risks arise mainly from operating income and expenses +denominated in a currency other than the functional currency, inter alia from that portion of the +Clearstream (post-trading) segment's sales revenue and treasury result from banking business that is +directly or indirectly in USD. The Clearstream (post-trading) segment generated 10 per cent of its +revenue and treasury result from banking business directly or indirectly in USD (2020: 14 per cent). +Executive and Supervisory Boards +<3 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Other disclosures +Remuneration Report +Further information +<3 +Management report +Credit risk concentrations +Management of credit risk concentration, including collateral concentration, and so-called large +exposures, is conducted in compliance with applicable regulatory requirements such as those arising +from, among others, articles 387-410 of Regulation (EU) 575/2013 (Capital Requirements Regulation, +CRR), article 47 paragraph 8 of Regulation (EU) 648/2012 (European Market Infrastructure Regulation, +EMIR) and respectively applicable national requirements (see also section regulatory capital +requirements and regulatory capital ratios in the section risk management for a description of the +regulatory capital requirements). Requirements of concentration risks arising from Regulation (EU) +909/2014 (Central Securities Depository Regulation, CSDR) have been implemented as part of Deutsche +Börse Group's affiliated CSD authorisation under article 16 CSDR. +The required economic capital (based on the so-called “Value at Risk” (VaR) with a confidence level of +99.90 per cent) for credit risk is calculated monthly for each day and amounted to €488.0 million as at +31 December 2021 (2020: €657.0 million, based on VaR with a confidence level of 99.98 per cent). +We also apply additional methods in order to detect credit concentration risks. It analyses the impact of a +default by its two largest counterparties with unsecured exposures and stressed recovery parameters. In +addition, analyses are carried out for the Group's top 5 and top 10 counterparties, based on the risk- +weighted exposures of the individual counterparties. All the concentration metrics have dedicated early +warning thresholds and limits and are part of the quarterly risk reporting to the Executive Board. As in +the previous year, no material adverse credit concentrations were detected in 2021. +Market risk +Market risk arises from changes in interest rates, foreign-exchange rates and other market prices. +Deutsche Börse Group is generally only affected to a limited extent by market risk. For market price risks, +the required economic capital (based on the so-called "Value at Risk" (VaR) with a confidence level of +99.90 per cent) is determined on a monthly basis. As at 31 December 2021 the economic capital for +market price risks was €176.0 million (2019: €107.0 million, based on VaR with a confidence level of +99.98 per cent). +Impairment losses of €0.2 million (2020: nil) were recognised in profit or loss in the financial year +2021 for strategic investments not included in VaR for market price risks. +251 +Deutsche Börse Group | Annual report 2021 +Our business model and the resulting business relationships mean that, as a rule, credit risk is +concentrated on the financial services sector. Potential concentrations of credit risk are limited by +application of counterparty, group and country credit limits. Collateral and currency concentrations are +also monitored. +Measuring and managing foreign-exchange risk is important for reducing our exposure to exchange rate +movements. The three main types of foreign-exchange risk that we are exposed to are cash flow-, +translation- and transaction-related foreign-exchange risk. Cash flow risk reflects the risk of fluctuations +in present value of future operating cash flows from foreign-exchange movements. Translation risk +comprises effects from the valuation of our assets and liabilities in foreign currencies. Finally, transaction +risk is closely related to cash flow risk; it may arise through changes in the structure of Deutsche Börse +Group's asset and liabilities in foreign currencies. +2021 +€m +In the reporting year the fixed and variable remuneration of the members of the Executive Board, +including non-cash benefits granted in the financial year, amounted to €18.2 million (2020: €19.4 +million). During the year under review, expenses of €3.5 million (2020: €6.0 million) were recognised +in connection with share-based payments to Executive Board members. +held by central counterparties +Derivatives and financial instruments +56,683.3 +- 286.2 +1,477.6 +2,239.0 +259.6 +804.8 +52,188.5 +38,188.8 +0 +0 +0 +0 +0 +38,188.8 +Cash deposits by market participants +Total +1.5 +0 +0 +1.5 +0 +through profit or loss +Current financial liabilities at fair value +51.0 +1.8 +0 +Financial liabilities and derivatives +held by central counterparties +41,684.5 25,955.1¹ +12,970.0¹ +5,876.9¹ +0 +- 1,200.5 +0 +Cash flow hedges +Cash outflow-derivatives and hedges +0 +0 +654.1 +1,870.6 +0 +Derivatives held for trading +0 +0 +0 +0 +Fair value hedges +0 +403.2 +0 +1,156.0 +Cash flow hedges +Cash inflow-derivatives and hedges +0 - 87,613.1¹ +- 1,031.6 +41,684.5 -26,050.1¹ - 12,970.0¹ - 5,876.9¹ +less financial assets and derivatives held +by central counterparties +87,518.1¹ +1,031.6 +0 +36.4 +12.8 +thereof lease liabilities +thereof lease liabilities +measured at amortised cost +Non-current financial liabilities +Non-derivative financial liabilities +€m +Carrying +amount +ation to +carrying +amount +€m +€m +€m +€m +€m +years +Over 5 +Non-current financial liabilities at fair +not more +than 5 +years +months +Sight +€m +31 Dec 2020 +than 3 +Not more +Reconcili- +<3 +1 year but +More than +More than 3 +Contractual maturity +Maturity analysis of financial instruments (2) +Further information +months but +not more +than 1 year +- 405.3 +6.8 +2,239.0 +14,630.0 +1.7 +0 +219.2 +409.4 +13,999.7 +Current financial liabilities measured at +amortised cost +388.6 +0 +0 +0 +0 +388.6 +38.9 +0 +0 +0 +0 +0 +Trade payables +3,474.4 +357.9 +- 36.2 +224.4 +169.7 +0 +0 +- 287.9 +1,477.6 +0 +Financial statements and notes | Other disclosures +Remuneration Report +0 +0 +Deutsche Börse Group | Annual report 2021 +259 +Key management personnel are persons who directly or indirectly have authority and responsibility for +planning, directing and controlling the company's activities. The Group only defines the members of the +Executive Board and Supervisory Board of Deutsche Börse AG who were active in the reporting period as +key management personnel for the purposes of IAS 24. In the reporting year and the previous year, no +material transactions took place with key management personnel. +Business relationships with key management personnel +-2.2 +-5.0 +1.9 +1.9 +-29.4 +-28.7 +18.6 +17.4 +Total sum of business transactions +-2.2 +-5.0 +1.9 +1.9 +-29.4 +-28.7 +18.6 +17.4 +Associates +€m +2020 +2021 +€m +€m +€m +Executive and Supervisory Boards +Management report +Financial statements and notes | Other disclosures +Remuneration Report +260 +Including part-time staff there were 8,855 full-time equivalents (FTE) on average during the year +(2020: 6,528). Please also refer to the section “Our employees” in the combined management report. +6,528 +Of the average number of employees during the year, 29 (2020: 28) were managing directors (not +including the Executive Board), 484 (2020: 348) were other senior managers and 8,834 +(2020: 6,620) were employees. +8,855 +7,238 +10,200 +6,996 +9,347 +2020 +2021 +Employees (average annual FTEs) +Employed at the reporting date +2020 +Average number of employees during the year +28. Employees +(2020: €0.8 million). The total consists of the fixed and variable salary components for those employee +representatives. +In financial year 2021 the employee representatives on Deutsche Börse AG's Supervisory Board received +remuneration (excluding Supervisory Board remuneration) amounting to €1.3 million +The aggregate remuneration paid to members of the Supervisory Board in the reporting year was +€2.6 million (2020: €2.5 million). +Supervisory Board +There were no changes in the membership of the Executive Board of Deutsche Börse AG in the reporting +year 2021, therefore no expenses were incurred in 2021 (2020 €0.7 million). +Termination benefits +The remuneration paid to former members of the Executive Board or their surviving dependants +amounted to €6.5 million in 2021 (2020: €8.3 million). The actuarial present value of the pension +obligations was €79.3 million as at 31 December 2021 (2020: €86.0 million). +Former members of the Executive Board or their surviving dependants +The actuarial present value of the pension obligations to Executive Board members was €17.3 million as +at 31 December 2021 (2020: €18.4 million). Expenses of €2.6 million (2020: €3.2 million) were +recognised as additions to pension provisions. +Executive Board +<3 +Further information +Employees +2021 +2020 +€m +Foreign-exchange rate risk +We recognise provisions for possible losses only if there is a present obligation arising from a past event +that is likely to result in an outflow of resources and if the Group can reliably estimate the amount of the +obligation (see also note 19). Contingent liabilities may result from present obligations and from possible +obligations arising from events in the past. In order to identify the litigation for which the possibility of a +loss is more than unlikely, as well as how the possible loss is estimated, Deutsche Börse Group +considers a large number of factors, including the nature of the claim and the facts on which it is based, +the jurisdiction and course of the individual proceedings, the experience of Deutsche Börse Group, prior +settlement talks (to the extent that they have already taken place) as well as expert opinions and +evaluations of legal advisers. Losses may also arise from legal risks which are not highly probable, so +that no provisions have been recognised. If the event is not completely improbable, the legal risks may +have to be recognised as contingent liabilities. As neither the timing of these contingent liabilities nor the +amount of any payment can be estimated reliably, any quantitative disclosure would not be a useful +guide to possible future losses. For this reason, no figure is provided for contingent liabilities. +The companies of Deutsche Börse Group are exposed to litigation. Such litigation may result in +payments by entities in the Group. If it is more likely than not that an outflow of resources will occur, a +provision will be recognised based on an estimate of the most probable amount necessary to settle the +obligation if such amount is reasonably estimable. The management of the entity affected must assess +whether the possible obligation results from a past event, as well as evaluate the probability of a cash +outflow and estimate its amount. +<3 +Legal risks +25. Financial liabilities and other risks +Further information +Financial statements and notes | Other disclosures +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +257 +1) Due to a correction of the previous year's figures, the financial instruments held by central counterparties decreased by in total €89.7 million. +0 +Detailed information about the legal disputes, which have been classified as contingent liabilities as of +31 December 2021 and for which consequently no provisions have been recognised, is part of these +consolidated financial statements and included in the combined management report in the section risk +management under the heading legal disputes and business practice. +- 2.1 +- 237.2 +0 +Total +0 +0 +687.5 +- 1,968.3 +0 +Derivatives held for trading +0 +0 +0 +0 +- 33.4 +Fair value hedges +Tax risks +are included under the caption business risks in the combined management report in the section risk +management. +2020 +€m +€m +2021 +31 Dec +31 Dec +31 Dec +31 Dec +Amount of the +Transactions with related parties +Outstanding balances: +liabilities +Outstanding balances: +receivables +transactions: expenses +transactions: revenue +Due to its business activities in various countries, Deutsche Börse Group is exposed to tax risks. A +process has been developed to recognise and evaluate these risks, which are initially recognised based +on their probability of occurrence. These risks are then measured on the basis of their expected value. A +tax liability is recognised in the event that it is more probable than not that the risks will occur. We +continuously review whether the conditions for recognising corresponding tax liabilities are met. These +tax risks, that are also part of these consolidated financial statements, +Amount of the +Business relationships with related parties +Related parties as defined by IAS 24 are members of the executive bodies of Deutsche Börse AG and +their close family members, as well as the companies classified as associates of Deutsche Börse AG, +investors and investees and companies that are controlled or significantly influenced by members of the +executive bodies. +27. Related party disclosures +On 8 December 2021 the Executive and Supervisory Boards issued the latest version of the declaration +of compliance in accordance with section 161 Aktiengesetz (AktG, the German Stock Corporation Act) +and made it permanently available to shareholders on the company's website (see also the Corporate +governance statement). +26. Corporate governance +<3 +Further information +Remuneration Report +Financial statements and notes | Other disclosures +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +258 +The following table shows transactions entered into within the scope of business relationships with non- +consolidated companies of Deutsche Börse AG during the 2021 financial year. All transactions took +place at standard market terms. +Management report +value through profit or loss +Deutsche Börse Group | Annual report 2021 +4.9 +US$ +Working capital +Axioma Inc. +1.0 +£ +Settlement +81.6 +Executive and Supervisory Boards +€ +Settlement +22.0 +22.0 +29.1 +€ +European Energy Exchange AG +0 +200.0 +€ +Settlement +Clearstream Banking AG +350.0 +3,200.0 +£ +Settlement² +3,050.0 +3,450.0 +US$ +Working capital +Settlement² +Quantitative Brokers LLC +US$ +€m +€m +€m +years +Over 5 +not more +than 5 +years +1 year but +More than +but not +more than +More than +<3 +Contractual maturity +Maturity analysis of financial instruments (1) +Working capital +Further information +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +255 +As in the previous year, there were no concentrations of liquidity risk in the reporting year. +In 2021, S&P Global Ratings (S&P) confirmed Deutsche Börse AG's AA credit rating with a stable +outlook. Deutsche Börse AG's commercial paper programme also had the highest short-term rating of +A-1+. The AA rating of Clearstream Banking S.A. was confirmed with a stable outlook by the rating +agencies Fitch and S&P Global Ratings (S&P) in 2021. S&P also rated Clearstream Banking AG as AA in +November 2021. For further details on the rating of Deutsche Börse Group, see section "Financial +position" section in the combined management report. +Clearstream Banking S.A. also has a commercial paper programme with a programme limit of +€1.0 billion, which is used to provide additional short-term liquidity. As at 31 December 2021 it had +issued commercial paper with a nominal volume of €750.3 million (2020: €546.4 million). +A commercial paper programme offers Deutsche Börse AG an opportunity for flexible, short-term +financing, involving a total facility of €2.5 billion in various currencies. As at 31 December 2021 +Deutsche Börse AG had issued commercial paper with a nominal volume of €801.0 million (2020: nil). +31 December 2021 (2020: US$3.0 billion). Euroclear Bank S.A./N.V. has also issued a guarantee in +favour of Clearstream Banking S.A. amounting to US$3.0 billion (2020: US$3.0 billion). +Clearstream Banking S.A. has a bank guarantee (letter of credit) in favour of Euroclear Bank S.A./N.V. +issued by an international consortium to secure daily deliveries of securities between Euroclear Bank +S.A./N.V. and Clearstream Banking S.A. This guarantee amounted to US$3.0 billion as at +1) €400.0 million of Deutsche Börse AG's working capital credit lines is a sub-credit line of Clearstream Banking S.A.'s €750.0 million working capital credit line. +2) Including committed foreign exchange swap lines and committed repo lines. +0 +3.0 +Financial statements and notes | Other disclosures +Remuneration Report +1 year +1,250.0 +€ +<3 +Contractually agreed credit lines +Further information +Remuneration Report +Financial statements and notes | Other disclosures +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +254 +The companies of Deutsche Börse Group have the following credit lines at their disposal, which were not +utilised as of the balance sheet date. +For the Group, liquidity risk may arise from potential difficulties in renewing maturing financing, such as +commercial paper, issued bonds as well as bilateral and syndicated credit facilities. In addition, +financing required for unexpected events may result in a liquidity risk. Most of the Group's cash +investments are short-term to ensure that liquidity is available, should such a financing need arise. +Eurex Clearing AG and Clearstream may invest stable customer balances for a maximum of one year in +secured money market products, or in high-quality securities with a remaining maturity of less than ten +years for Clearstream and less than five years for Eurex Clearing, subject to strict monitoring of mismatch +and interest rate limits. Term investments can be transacted via reverse repurchase agreements against +highly liquid collateral. For refinancing purposes, Eurex Clearing AG and Clearstream Banking S.A. can +pledge eligible securities with their respective central banks. Eurex Clearing AG remains almost perfectly +matched with respect to the durations of customer cash margins received and respective investments. +Liquidity risk +No sensitivity analyses were performed, as both interest rate and foreign currency risks are fully hedged. +As in the previous year, there were no risk concentrations from market prices in the reporting year. +Company +Market risk arises also from investments in bonds, investments in funds, futures within the framework of +contractual trust arrangements (CTAs) and from the Clearstream Pension Fund in Luxembourg. For the +CTAs, the investment is protected by a pre-defined floor, which reduces the risk of extreme losses for +Deutsche Börse Group. In addition, there are equity price risks arising from strategic equity investments. +31 December 2021 there were no significant net foreign-exchange positions (2020: nil). +For Clearstream, the policy stipulates that intraperiod open net foreign-exchange positions are closed out +when they exceed €15.0 million. This policy was complied with as in the previous year; as at +<3 +Further information +Remuneration Report +Financial statements and notes | Other disclosures +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +253 +In 2021, Deutsche Börse AG entered into FX derivative contracts to hedge the foreign currency exposure +associated to transaction risk. Hereby, the cash flow risk arising from the time gap between signing the +contracts and the actual payment out of the transaction was hedged. Cash flow hedge accounting was +applied to this hedging. In addition to that, the Group entered into FX derivative contracts to hedge the +foreign currency exposure associated with intercompany cash pooling and loans. +To eliminate foreign-exchange risks, we use financial instruments to hedge existing or highly probable +forecast transactions. The Group may use foreign-exchange forwards, foreign-exchange options as well +as cross-currency swaps to hedge the exposure to foreign-exchange risk. Under the Group's policy, the +critical terms of forwards and options must align with the hedged items. +Currency mismatches are avoided to the maximum extent possible. All types of foreign-exchange risks +are measured on a regular basis and monitored on a Group as well as single entity level. Limits are +defined for cash flow and translation risk affecting our profits and losses. Deutsche Börse Group's +treasury policy defines risk limits which take into account historic foreign-exchange rate fluctuations. Any +exposure exceeding those limits must be hedged. Foreign-exchange exposures below the defined limits +may also be hedged. Management of foreign-exchange risks is in principle based on the Group level. +Hedging may take place on a single entity level if foreign-exchange risk threatens the viability of the +single entity. +Other market risks +3,290.0 +Purpose of credit line +Amount at +31 Dec 2021 +Settlement² +750.0 +750.0 +€ +Working capital¹ +Clearstream Banking S.A. +300.0 +300.0 +US$ +Settlement² +200.0 +200.0 +Fr. +Currency +Settlement +900.0 +€ +Settlement +Eurex Clearing AG +600.0 +600.0 +€ +Working capital¹ +Deutsche Börse AG +m +m +31 Dec 2020 +Amount at +900.0 +3 months +110.0 +than 3 +10.3 +0 +0 +Fair value hedges +Cash flow hedges +Cash inflow derivatives and hedges +- 112,638.1 +- 977.2 +- 8,465.2 +- 7,670.2 +- 61,294.4 - 34,231.1 +by central counterparties +less financial assets and derivatives held +112,710.1 +0 +977.2 +8,465.2 +7,670.2 +61,366.4 34,231.1 +held by central counterparties +Financial liabilities and derivatives +held by central counterparties +Derivatives and financial instruments +98,453.2 +- 246.5 +1,986.5 +1,749.0 +1,388.4 +11.6 +0 +194.0 +0 +0 +Derivatives held for trading +256 +0 +- 13.4 +- 14.2 +44.3 +71.8 +Total +0 +- 1,204.4 +- 1,806.4 +- 615.3 +Derivatives held for trading +0 +78,292.5 +0 +0 +0 +Fair value hedges +0 +- 207.4 +Not more +- 10.1 +0 +Cash flow hedges +Cash outflow-derivatives and hedges +1,233.1 +1,850.5 +615.1 +0 +0 +- 54.5 +0 +0.1 +1.5 +0 +0 +3,539.9 +423.1 +- 28.4 +- 240.4 +1,986.5 +253.4 +1,747.5 +198.1 +0 +0 +38.9 +7.4 +702.5 +Carrying +amount +€m +Reconcili- +value through profit or loss +Non-current financial liabilities at fair +thereof lease liabilities +measured at amortised cost +Non-current financial liabilities +Non-derivative financial liabilities +€m +€m +31 Dec 2021 +months +Sight +0 +ation to +carrying +amount +€m +1.8 +Trade payables +0 +660.2 +0 +77,632.3 +79,970.0 +13,605.8 +0 +Cash deposits by market participants +Total +0.6 +0 +0.6 +0 +through profit or loss +Current financial liabilities at fair value +15,926.4 +63.6 +- 5.4 +0 +0 +52.1 +704.4 +1.5 +0 +Current financial liabilities measured at +amortised cost +13,605.7 +686.9 +0 +1,627.8 +0 +6.1 +thereof lease liabilities +16.9 +1,028.4 +216.9 +63.9 +208.1 +958.7 +41.2 +Profit/loss (in €m) +7,783.6 +7,258.7 +13.3 +Liabilities (in €m) +47,938.8 +Assets (in Єm) +16.2 +4.0 +161.0 +96.6 +Dividend payments (in €m) +4.0 +47,335.0 +88.5 +- 8.7 +14.7 +Management report +Financial statements and notes | Other disclosures +181.6 +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +261 +7.7 +33.5 +Other comprehensive income (in €m) +81.9 +22.0 +156.3 +8.5 +78.6 +Comprehensive income (in €m) +-66.6 +59.7 +- 32.7 +Cash flows (in €m) +130.7 +Deutsche Börse AG has successfully placed a corporate hybrind bond in the amount of €500,0 million +on 16 February 2022. The bond has a term of 26.25 years with a first call date after 6 years and a +coupon of 2.0 per cent annually until June 2028. +Equity (in €m) +European Energy Exchange Group +Leipzig, Germany +Material non-controlling interests (1/2) +32. Disclosures on material non-controlling interests +Deutsche Börse AG's Executive Board approved the consolidated financial statements for submission to +the Supervisory Board on 28 February 2022. The Supervisory Board is responsible for examining the +consolidated financial statements and stating whether it endorses them. +31. Date of approval for publication +The hybrid bond will be used to refinance last year's M&A activities. +30. Events after the end of the reporting period +The members of the company's decision-making bodies are listed in the chapters "The Executive Board" +and "The Supervisory Board" of this annual report. +Qontigo Group +<3 +Further information +Remuneration Report +Financial statements and notes | Other disclosures +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +Hong Kong, Hong Kong +Remuneration Report +29. Decision-making bodies +150.4 +Frankfurt/Main, Germany +31 Dec 2020 +19.2 +21.0 +10.3 +15.9 +Net profit for the period (in €m) +21.7 +21.7 +37.2 +31 Dec 2021 +37.2 +21.7 +24.9 +24.9 +Voting rights (%) +Capital (%) +Attributable to non-controlling interests: +31 Dec 2020 +31 Dec 2021 +21.7 +Further information +(81.20) +ISS Group +Rockville, USA +Christoph Böhm +Theodor Weimer +theder weine +Deutsche Börse AG +Frankfurt/Main, 2 March 2022 +To the best of our knowledge, and in accordance with the applicable reporting principles, the +consolidated financial statements give a true and fair view of the assets, liabilities, financial position and +profit or loss of the Group, and the combined management report includes a fair review of the +development and performance of the business and the position of the Group, together with a description +of the principal opportunities and risks associated with the expected development of the Group. +Thomas Book +Responsibility statement by the Executive Board +Further information +Remuneration Report +Financial statements and notes | Responsibility statement by the Executive Board +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +E> +е +C. CU +еи +Heike Eckert +Report on the Audit of the Consolidated Financial Statements and of the +Group Management Report +<3 +To Deutsche Börse Aktiengesellschaft, Frankfurt am Main +Independent Auditors' +Report +Further information +Remuneration Report +Financial statements and notes | Independent Auditors' Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +267 +Gregor Pottmeyer +6. Pot +Stylusan Leithmer +Stephan Leithner +266 +Audit Opinions +Material non-controlling interests (2/2) +(18.76) +HQLAX S.à r.l. +FundsDLT +(30.02) +Frankfurt/Main, Germany +enermarket GmbH +(30.02) +Origin Primary Limited +Giv'atajim, Israel +16.20 +Frankfurt/Main, Germany +Deutsche Börse Commodities GmbH +40.00 +Frankfurt/Main, Germany +China Europe International Exchange AG +EMEX East Med. Energy Exchange Ltd. +R5FX Ltd +SEEPEX a.d. +SPARK Commodities Ltd. +Singapore, Singapore +(9.57) +Belgrade, Serbia +15.65 +London, United Kingdom +20.00 +London, United Kingdom +31.40 +Luxembourg, Luxembourg +17.91 +Luxembourg, Luxembourg +Eschborn, Germany +Berlin, Germany +ZDB Cloud Exchange GmbH in Liquidation +Tradegate AG Wertpapierhandelsbank +19.99 +(37.72) +We have audited the consolidated financial statements of Deutsche Börse Aktiengesellschaft, Frankfurt +am Main, and its subsidiaries (the Group), which comprise the consolidated statement of financial +position as at December 31, 2021, and the consolidated statement of comprehensive income, consoli- +dated statement of profit or loss, consolidated statement of changes in equity, and consolidated +statement of cash flows for the financial year from January 1 to December 31, 2021, and notes to the +consolidated financial statements, including a summary of significant accounting policies. In addition, +we have audited the group management report of Deutsche Börse Aktiengesellschaft, which is com- +bined with the Company's management report, – which comprises the content included to comply with +the German legal requirements as well as the non-financial statement pursuant to § [Article] 289b Abs. +[paragraph] 1 HGB [Handelsgesetzbuch: German Commercial Code] and § 315b Abs. 1 HGB included +in section "About this report" of the group management report – for the financial year from January 1 +to December 31, 2021. In accordance with the German legal requirements, we have not audited the +content of those parts of the group management report listed in the “Other Information" section of our +auditor's report. +■ the accompanying consolidated financial statements comply, in all material respects, with the IFRSS +as adopted by the EU, and the additional requirements of German commercial law pursuant to +(81.20) +Matrix-Data Limited +London, United Kingdom +(81.20) +Discovery Data Holdings Inc. +Discovery Data Inc +London, United Kingdom +Eatontown, USA +Eatontown, USA +(81.20) +Institutional Shareholder Services (Australia) Pty. Ltd. +Sydney, Australia +(81.20) +270 +(81.20) +Intelligent Financial Systems Limited +(81.20) +Haar, Germany +Sydney, Australia +(81.20) +Data Management & Integrity Systems Pty +Ltd. +Sydney, Australia +(81.20) +Financial Standard Pty Ltd. +Sydney, Australia +(81.20) +Asset International Deutschland GmbH +Haar, Germany +(81.20) +FWW Fundservices GmbH +Haar, Germany +(81.20) +FWW Media GmbH +③ The Company's disclosures on impairment tests of goodwill and other intangible assets are +contained in note 10 “Intangible assets" to the consolidated financial statements. +In our opinion, on the basis of the knowledge obtained in the audit, +Overall, the valuation methods, parameters and assumptions used by the executive directors are in +line with our expectations and are also within the ranges considered by us to be reasonable. +The outcome of this valuation is dependent to a large extent on the estimates made by the execu- +tive directors with respect to the future cash flows from the respective cash-generating units, the +discount rate used, the rate of growth and other assumptions, and is therefore subject to consider- +able uncertainty. Against this background and due to the complex nature of the valuation, this +matter was of particular significance in the context of our audit. +Key Audit Matters in the Audit of the Consolidated Financial Statements +We conducted our audit of the consolidated financial statements and of the group management report in +accordance with § 317 HGB and the EU Audit Regulation (No. 537/2014, referred to subsequently as +"EU Audit Regulation") in compliance with German Generally Accepted Standards for Financial Statement +Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). +Our responsibilities under those requirements and principles are further described in the "Auditor's +Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management +Report" section of our auditor's report. We are independent of the group entities in accordance with the +requirements of European law and German commercial and professional law, and we have fulfilled our +other German professional responsibilities in accordance with these requirements. In addition, in accor- +dance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided +non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit +evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the +consolidated financial statements and on the group management report. +<3 +Basis for the Audit Opinions +Further information +Remuneration Report +Key audit matters are those matters that, in our professional judgment, were of most significance in our +audit of the consolidated financial statements for the financial year from January 1 to December 31, +2021. These matters were addressed in the context of our audit of the consolidated financial statements +as a whole, and in forming our audit opinion thereon; we do not provide a separate audit opinion on +these matters. +Financial statements and notes | Independent Auditors' Report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +268 +Pursuant to § 322 Abs. 3 Satz [sentence] 1 HGB, we declare that our audit has not led to any +reservations relating to the legal compliance of the consolidated financial statements and of the group +management report. +■ the accompanying group management report as a whole provides an appropriate view of the Group's +position. In all material respects, this group management report is consistent with the consolidated +financial statements, complies with German legal requirements and appropriately presents the +opportunities and risks of future development. Our audit opinion on the group management report +does not cover the content of those parts of the group management report listed in the "Other +Information" section of our auditor's report. +§ 315e Abs. 1 HGB and, in compliance with these requirements, give a true and fair view of the +assets, liabilities, and financial position of the Group as at December 31, 2021, and of its financial +performance for the financial year from January 1 to December 31, 2021, and +Management report +In our view, the matters of most significance in our audit were as follows: +Institutional Shareholder Services (Hong Kong) Limited +2 Assessment of certain legal risks +determine any need for write-downs. The carrying amount of the relevant cash-generating units (for +the test of the goodwill including their carrying amount) is compared with recoverable amount in +the context of the impairment test. The recoverable amount is generally calculated on the basis of +fair value less costs of disposal. The present value of the future cash flows from the respective +cash-generating unit or the groups of cash-generating units normally serves as the basis of valua- +tion. Present values are calculated using discounted cash flow models. For this purpose, the +adopted medium-term business plan of the Group forms the starting point which is extrapolated +based on assumptions about long-term rates of growth. Expectations relating to future market +developments and assumptions about the development of macroeconomic factors fair value also +taken into account. The discount rate used is the weighted average cost of capital for the respective +cash-generating units. The impairment test determined that no write-downs were necessary. +<3 +Further information +Financial statements and notes | Independent Auditors' Report +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +269 +①In the Company's consolidated financial statements goodwill and other intangible assets amounting +in total to EUR 7,509.6 million (97% of total consolidated assets) are reported under the "Intangi- +ble assets" balance sheet item. Other intangible assets relate in particular to stock exchange +licenses, brand names and customer relationships. Goodwill and other intangible assets are tested +for impairment by the Company once a year and/or when there are indications of impairment to +① Recoverability of goodwill and other intangible assets +Hereinafter we present the key audit matters: +③ Reference to further information +Audit approach and findings +Matter and issue +Our presentation of these key audit matters has been structured in each case as follows: +As part of our audit, we initially assessed the methodology used for the purposes of performing the +impairment test. After matching the future cash flows used for the calculation against the adopted +medium-term business plan of the Group for the respective groups of cash-generating units, we +analyzed in particular the material planning assumptions, compared the plans against analyst +expectations and performed plan-actual and plan-plan analyses in order to assess the appropriate- +ness of these plans. In addition, we assessed the appropriate consideration of the costs of Group +functions and the appropriateness of the growth assumptions after the forecast period and of the +assumed weighted average cost of capital. The Company's valuation was additionally verified by +comparing the implied multiples with market multiples. In order to reflect the uncertainty inherent +in the projections, we evaluated the sensitivity analyses performed by the Company and carried out +our own sensitivity analyses for those cash-generating units with low headroom (carrying amount +compared with the recoverable amount). Taking into account the information available, we deter- +mined that the carrying amounts of the cash-generating units (including the allocated carrying +amounts for goodwill) were adequately covered by the discounted future cash flows. +Frankfurt/Main, Germany +Brain Trade Gesellschaft für Börsensysteme mbH +48.30 +(81.20) +Stockholm, Sweden +(81.20) +Stockholm, Sweden +(81.20) +London, United Kingdom +Institutional Shareholder Services UK Limited +(81.20) +(81.20) +Singapore, Singapore +(81.20) +(81.20) +(81.20) +(81.20) +Rockville, USA +London, United Kingdom +(81.20) +Securities Class Action Services, LLC +Axioma (UK) Ltd. +(78.32) +Hong Kong, Hong Kong +Axioma (HK) Ltd. +(78.32) +Geneva, Switzerland +(78.32) +New York, USA +Axioma (CH) GmbH +Axioma Inc. +78.32 +Frankfurt/Main, Germany +Qontigo GmbH +(81.20) +Rockville, USA +% +Axioma Argentina S.A.U. +direct/(indirect) +Manila, Philippines +(81.20) +Zurich, Switzerland +(81.20) +Paris, France +Institutional Shareholder Services France S.A.S +Institutional Shareholder Services Switzerland AG +(81.20) +264 +Brussels, Belgium +(81.20) +Oakville, Canada +ACRe Data Inc. +(81.20) +Toronto, Canada +Institutional Shareholder Services Canada Inc. +Institutional Shareholder Services Europe S.A. +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Mumbai, India +Tokyo, Japan +Munich, Germany +Domicile +Nordic Investor Services AB +ISS-Ethix AB +ISS Europe Limited +ISS Corporate Solutions, Inc. +Institutional Shareholder Services (Singapore) Private +Limited +Institutional Shareholder Services Philippines Inc. +Institutional Shareholder Services Germany AG +Institutional Shareholder Services India Private Limited +Institutional Shareholder Services K.K. +Company +Consolidated subsidiaries (part 3) +<3 +Further information +Financial statements and notes | Other disclosures +Remuneration Report +Equity interest as at 31 Dec 2021 +Axioma Asia Pte Ltd. +London, United Kingdom +(78.32) +Singapore, Singapore +(100.00) +Kuala Lumpur, Malaysia +(100.00) +Dubai, United Arab Emirates (UAE) +(100.00) +(100.00) +New York, USA +Frankfurt/Main, Germany +(63.97) +Berlin, Germany +63.97¹ +Berlin, Germany +(78.32) +100.00 +(100.00) +(100.00) +(100.00) +Frankfurt/Main, Germany +360X AG +% +Equity interest as at 31 Dec 2021 +direct/(indirect) +<3 +Domicile +Company +Associates +Further information +Remuneration Report +Financial statements and notes | Other disclosures +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +265 +London, United Kingdom +(78.32) +Zug, Switzerland +(78.32) +360 Trading Networks Inc. +360 Treasury Systems AG +Börse Berlin AG +Tradegate Exchange GmbH +INDEX PROXXY Ltd. +Stoxx Ltd. +Qontigo Index GmbH +Axioma S.A.S.U. +Axioma Ltd. +Axioma Japan G.K. +Axioma Deutschland GmbH +(78.32) +Singapore, Singapore +(78.32) +Buenos Aires, Argentina +360 Trading Networks Limited +Rainmaker Information Pty Limited +360 Trading Networks Sdn Bhd +360TGTX Inc. +Frankfurt/Main, Germany +(78.32) +Paris, France +(78.32) +Sydney, Australia +(78.32) +Tokyo, Japan +(78.32) +Frankfurt/Main, Germany +1) Of which 59.98 per cent direct and 3.99 per cent indirect equity interest. +Mumbai, India +Frankfurt/Main, Germany +New York, USA +ThreeSixty Trading Networks (India) Pte. Ltd. +Finbird GmbH +360T Asia Pacific Pte. Ltd. +(81.20) +49.90 +(81.20) +Company +Börse Frankfurt Zertifikate AG +Clearstream Fund Centre AG +Clearstream Fund Centre (Hong Kong) Limited +Clearstream Holding AG +Clearstream Banking AG +Consolidated subsidiaries (part 1) +Domicile +Equity interest as at 31 Dec 2021 +direct/(indirect) +% +100.00 +100.00 +(100.00) +100.00 +(100.00) +Clearstream Banking S.A. +Frankfurt/Main, Germany +Zurich, Switzerland +Hong Kong, Hong Kong +Frankfurt/Main, Germany +Frankfurt/Main, Germany +Luxembourg, Luxembourg +31 December 2021 included in the consolidated financial statements are presented in the following +tables. There were no joint ventures as of the reporting date. +Deutsche Börse AG's equity interests in subsidiaries, associates and joint ventures as at +<3 +19.31 +18.6 +-0.11 +0 +19.31 +18.6 +1) Disclosures are based on preliminary and unaudited figures which may be adjusted subsequently. +262 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes | Other disclosures +Remuneration Report +Further information +34. List of shareholdings +Clearstream Australia Limited +89.5 +Clearstream Australia Nominees Pty Ltd. (dormant) +Clearstream Fund Centre SA +LuxCSD S.A. +Clearstream Nominees Limited +Luxembourg, Luxembourg +(100.00) +Luxembourg, Luxembourg +(100.00) +Clearstream International S.A. +London, United Kingdom +Clearstream Operations Prague s.r.o. +Prague, Czech Republic +(100.00) +Clearstream Services S.A. +REGIS-TR UK Ltd. (dormant) +Luxembourg, Luxembourg +(100.00) +(100.00) +Cork, Ireland +Clearstream Global Securities Services Limited +Clearstream London Ltd. (dormant) +(100.00) +Sydney, Australia +(100.00) +Sydney, Australia +(100.00) +Tokyo, Japan +(100.00) +Luxembourg, Luxembourg +(100.00) +London, United Kingdom +(100.00) +REGIS-TR S.A. +Luxembourg, Luxembourg +(50.00) +Clearstream Banking Japan, Ltd. +(100.00) +88.9¹ +Other income +3.1 +n/a +0 +n/a +Equity (in €m) +345.8 +Net profit for the period (in €m) +n/a +n/a +Dividend payments (in €m) +0 +n/a +n/a +Assets (in €m) +51.3 +n/a +33.3 +n/a +<3 +Crypto Finance Group +Zug, Switzerland +31 Dec 2021 +31 Dec 2020 +31 Dec 2021 +31 Dec 2020 +Attributable to non-controlling interests: +Capital (%) +Voting rights (%) +18.8 +n/a +33.3 +n/a +18.8 +Liabilities (in €m) +Comprehensive income +Profit/loss (in €m) +Melbourne, Australia +16.5 +n/a +0.1 +n/a +- 87.4 +n/a +n/a +42.3 +31 Dec 2021 +31 Dec 2020 +€m +€m +Book value of non-material associates +Profit after tax +n/a +0 +n/a +0 +Cash flows (in €m) +33. Disclosures on associates +Non-material associates +2,435.8 +n/a +166.8 +n/a +596.5 +n/a +12.7 +n/a +16.5 +n/a +0.1 +n/a +Other comprehensive income (in €m) +London, United Kingdom +Comprehensive income (in €m) +Crypto Finance AG +Nodal Exchange Holdings, LLC +Nodal Exchange, LLC +Nodal Clear, LLC +EEX CEGH Gas Exchange Services GmbH +EPEX SPOT SE +EPEX Netherlands B.V. +KB Tech Ltd. +EPEX SPOT Schweiz AG +ISS HoldCo Inc. +Sydney, Australia +(75.05) +Leipzig, Germany +(75.05) +Leipzig, Germany +Power Exchange Central Europe a.s. +Grexel Systems oy +European Commodity Clearing Luxembourg S.à r.l. +European Commodity Clearing AG +Financial statements and notes | Other disclosures +Remuneration Report +Further information +<3 +Consolidated subsidiaries (part 2) +Company +European Energy Exchange AG +Domicile +Equity interest as at 31 Dec +2021 direct/(indirect) +% +EEX Asia Pte. Limited +Leipzig, Germany +Singapore, Singapore +75.05 +(75.05) +EEX Australia Pty Ltd +EEX Link GmbH +(75.05) +Luxembourg, Luxembourg +(75.05) +Helsinki, Finland +Rockville, USA +81.20 +Institutional Shareholder Services Inc. +Rockville, USA +(81.20) +Asset International, Inc. +Rockville, USA +(81.20) +Asset International Financial Information UK Holdings +Ltd. +London, United Kingdom +(81.20) +Al Financial Information UK Ltd. +Asset International Australia Pty Ltd. +London, United Kingdom +(50.00) +(50.03) +Management report +Prague, Czech Republic +Bern, Switzerland +(75.05) +Tunbridge Wells, United Kingdom +(75.05) +Tysons Corner, USA +(75.05) +Tysons Corner, USA +(75.05) +Tysons Corner, USA +(75.05) +Vienna, Austria +(38.27) +Paris, France +(38.27) +Amsterdam, Netherlands +(38.27) +(38.27) +Executive and Supervisory Boards +① Recoverability of goodwill and other intangible assets +263 +Chicago, USA +100.00 +New York, USA +(100.00) +Bryant Sands Partners, LLC +Delaware, USA +100.00 +(100.00) +Quantitative Brokers LLC +Delaware, USA +(100.00) +New York, USA +(72.60) +Quantitative Brokers UK Limited +Bryant Sands Partners II, LLC +Singapore, Singapore +100.00 +Frankfurt/Main, Germany +Zug, Switzerland +Deutsche Börse Group | Annual report 2021 +66.67¹) +Crypto Finance (Brokerage) AG +Zug, Switzerland +(66.67) +Crypto Finance (Infrastructure Services) AG +Zug, Switzerland +(66.67) +Crypto Finance (Asset Management) AG +Deutsche Boerse Market Data + Services Singapore Pte. Ltd. +Deutsche Boerse Systems Inc. +Centana Growth Partners, LLC +Zug, Switzerland +(66.67) +Quantitative Brokers Australia Pty Ltd +Hounslow, United Kingdom +DB1 Ventures GmbH +Sydney, Australia +Eurex Clearing AG +Frankfurt/Main, Germany +(100.00) +Eurex Repo GmbH +Eurex Securities Transactions Services GmbH +Eurex Global Derivatives AG +Frankfurt/Main, Germany +(100.00) +(100.00) +Zug, Switzerland +100.00 +Eurex Services GmbH +(72.60) +100.00 +Frankfurt/Main, Germany +100.00 +Frankfurt/Main, Germany +Frankfurt/Main, Germany +Prague, Czech Republic +Quantitative Brokers Singapore Pte Ltd. +100.00 +(72.60) +U.S. Exchange, L.L.C. (dormant) +Quantitative Brokers Software India Private Limited +Deutsche Börse Services s.r.o. +Eurex Frankfurt AG +Singapore, Singapore +Deutsche Börse Photography Foundation gGmbH +Chennai, India +(72.24) +Wilmington, USA +100.00 +(100.00) +(72.60) +Frankfurt/Main, Germany +<3 +We have performed assurance work in accordance with § 317 Abs. 3a HGB to obtain reasonable +assurance as to whether the rendering of the consolidated financial statements and the group manage- +ment report (hereinafter the “ESEF documents") contained in the electronic file "deutschebrseag-2021- +12-31-de.zip" and prepared for publication purposes complies in all material respects with the require- +ments of § 328 Abs. 1 HGB for the electronic reporting format ("ESEF format"). In accordance with +German legal requirements, this assurance work extends only to the conversion of the information +contained in the consolidated financial statements and the group management report into the ESEF +274 +Deutsche Börse Group | Annual report 2021 +Management report +Financial statements and notes | Independent Auditors' Report +Remuneration Report +Further information +format and therefore relates neither to the information contained within these renderings nor to any +other information contained in the electronic file identified above. +Executive and Supervisory Boards +Assurance Opinion +■ Perform audit procedures on the prospective information presented by the executive directors in the +group management report. On the basis of sufficient appropriate audit evidence we evaluate, in +particular, the significant assumptions used by the executive directors as a basis for the prospective +information, and evaluate the proper derivation of the prospective information from these assump- +tions. We do not express a separate audit opinion on the prospective information and on the +assumptions used as a basis. There is a substantial unavoidable risk that future events will differ +materially from the prospective information. +Other Legal and Regulatory Requirements +From the matters communicated with those charged with governance, we determine those matters that +were of most significance in the audit of the consolidated financial statements of the current period and +are therefore the key audit matters. We describe these matters in our auditor's report unless law or +regulation precludes public disclosure about the matter. +We also provide those charged with governance with a statement that we have complied with the +relevant independence requirements, and communicate with them all relationships and other matters +that may reasonably be thought to bear on our independence, and where applicable, the related +safeguards. +We communicate with those charged with governance regarding, among other matters, the planned +scope and timing of the audit and significant audit findings, including any significant deficiencies in +internal control that we identify during our audit. +■ Evaluate the consistency of the group management report with the consolidated financial statements, +its conformity with German law, and the view of the Group's position it provides. +▪ Obtain sufficient appropriate audit evidence regarding the financial information of the entities or busi- +ness activities within the Group to express audit opinions on the consolidated financial statements +and on the group management report. We are responsible for the direction, supervision and perfor- +mance of the group audit. We remain solely responsible for our audit opinions. +■ Evaluate the overall presentation, structure and content of the consolidated financial statements, +including the disclosures, and whether the consolidated financial statements present the underlying +transactions and events in a manner that the consolidated financial statements give a true and fair +view of the assets, liabilities, financial position and financial performance of the Group in compliance +with IFRSS as adopted by the EU and the additional requirements of German commercial law +pursuant to § 315e Abs. 1 HGB. +<3 +Further information +In our opinion, the rendering of the consolidated financial statements and the group management +report contained in the electronic file identified above and prepared for publication purposes complies +in all material respects with the requirements of § 328 Abs. 1 HGB for the electronic reporting format. +Beyond this assurance opinion and our audit opinion on the accompanying consolidated financial +statements and the accompanying group management report for the financial year from January 1 to +December 31, 2021 contained in the "Report on the Audit of the Consolidated Financial Statements +and on the Group Management Report" above, we do not express any assurance opinion on the +information contained within these renderings or on the other information contained in the electronic +file identified above. +Financial statements and notes | Independent Auditors' Report +Remuneration Report +Report on the Assurance on the Electronic Rendering of the Consolidated Financial Statements +and the Group Management Report Prepared for Publication Purposes in Accordance with +§ 317 Abs. 3a HGB +Basis for the Assurance Opinion +■ Evaluate the technical validity of the ESEF documents, i.e., whether the electronic file containing the +ESEF documents meets the requirements of the Delegated Regulation (EU) 2019/815 in the version +in force at the date of the consolidated financial statements on the technical specification for this +electronic file. +Responsibilities of the Executive Directors and the Supervisory Board for the ESEF Documents +The executive directors of the Company are responsible for the preparation of the ESEF documents +including the electronic renderings of the consolidated financial statements and the group management +report in accordance with § 328 Abs. 1 Satz 4 Nr. [number] 1 HGB and for the tagging of the consoli- +dated financial statements in accordance with § 328 Abs. 1 Satz 4 Nr. 2 HGB. +Management report +Frankfurt am Main, March 2, 2022 +The German Public Auditor responsible for the engagement is Dr. Michael Rönnberg. +German Public Auditor Responsible for the Engagement +Our auditor's report must always be read together with the audited consolidated financial statements +and the audited group management report as well as the assured ESEF documents. The consolidated +financial statements and the group management report converted to the ESEF format - including the +versions to be published in the Federal Gazette - are merely electronic renderings of the audited +consolidated financial statements and the audited group management report and do not take their +place. In particular, the “Report on the Assurance on the Electronic Rendering of the Consolidated +Financial Statements and the Group Management Report Prepared for Publication Purposes in Accor- +dance with § 317 Abs. 3a HGB" and our assurance opinion contained therein are to be used solely +together with the assured ESEF documents made available in electronic form. +Reference to an other matter- use of the Auditor's Report +We declare that the audit opinions expressed in this auditor's report are consistent with the additional +report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit +report). +We were elected as group auditor by the annual general meeting on May 19, 2021. We were engaged +by the supervisory board on April 8, 2021. We have been the group auditor of the Deutsche Börse +Aktiengesellschaft, Frankfurt am Main, without interruption since the financial year 2021. +Further Information pursuant to Article 10 of the EU Audit Regulation +■ Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in +accordance with the requirements of Articles 4 and 6 of the Delegated Regulation (EU) 2019/815, +in the version in force at the date of the consolidated financial statements, enables an appropriate +and complete machine-readable XBRL copy of the XHTML rendering. +■ Evaluate whether the ESEF documents provide an XHTML rendering with content equivalent to the +audited consolidated financial statements and to the audited group management report. +■ Obtain an understanding of internal control relevant to the assurance work on the ESEF documents +in order to design assurance procedures that are appropriate in the circumstances, but not for the +purpose of expressing an assurance opinion on the effectiveness of these controls. +<3 +Further information +Remuneration Report +Financial statements and notes | Independent Auditors' Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +275 +■ Identify and assess the risks of material non-compliance with the requirements of § 328 Abs. 1 +HGB, whether due to fraud or error, design and perform assurance procedures responsive to those +risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our +assurance opinion. +Our objective is to obtain reasonable assurance about whether the ESEF documents are free from +material non-compliance with the requirements of § 328 Abs. 1 HGB, whether due to fraud or error. +We exercise professional judgment and maintain professional skepticism throughout the assurance +work. We also: +Group Auditor's Responsibilities for the Assurance Work on the ESEF Documents +The supervisory board is responsible for overseeing the process for preparing the ESEF documents as +part of the financial reporting process. +In addition, the executive directors of the Company are responsible for such internal control as they +have considered necessary to enable the preparation of ESEF documents that are free from material +non-compliance with the requirements of § 328 Abs. 1 HGB for the electronic reporting format, +whether due to fraud or error. +We conducted our assurance work on the rendering of the consolidated financial statements and the +group management report contained in the electronic file identified above in accordance with § 317 +Abs. 3a HGB and the IDW Assurance Standard: Assurance Work on the Electronic Rendering, of +Financial Statements and Management Reports, Prepared for Publication Purposes in Accordance with +§ 317 Abs. 3a HGB (IDW ASS 410 (10.2021)) and the International Standard on Assurance Engage- +ments 3000 (Revised). Our responsibility in accordance therewith is further described in the "Group +Auditor's Responsibilities for the Assurance Work on the ESEF Documents" section. Our audit firm +applies the IDW Standard on Quality Management 1: Requirements for Quality Management in the +Audit Firm (IDW QS 1). +Executive and Supervisory Boards +Financial statements and notes | Independent Auditors' Report +273 +<3 +The other information comprises further +Further information +Remuneration Report +PricewaterhouseCoopers GmbH +Wirtschaftsprüfungsgesellschaft +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +271 +■ the information on CO2 emissions classified as unaudited. +in the "Corporate governance statement" section of the group management report. +■ the remuneration report pursuant to § 162 AktG [Aktiengesetz: German Stock Corporation Act], +for which the supervisory board is also responsible +■ the statement on corporate governance pursuant to § 289f HGB and § 315d HGB included +Other Information +③ The Company's disclosures relating to material legal risks are contained in note 24 "Financial +obligations and other risks" to the consolidated financial statements as well as in the risk report in +the Group management report. +② As part of our audit, we examined the underlying documents to the above-mentioned legal disputes +and proceedings and analyzed the legal assessment of Deutsche Börse Group. With the knowledge +that uncertainty results in an increased risk of accounting misstatements and that the executive +directors' decisions have a direct effect on consolidated net profit, we assessed the executive +directors' estimates with the assistance of our own specialists. Furthermore, we also held regular +meetings with the Company's legal department in order to receive updates on current develop- +ments and understand the reasons for the corresponding estimates of the outcomes of the proceed- +ings. The development of material legal risks, including executive directors' assessments as to their +potential outcomes, was provided to us by the legal departments in writing. Furthermore, we +obtained external legal confirmations and assessed legal opinions prepared by external attorneys as +at the balance sheet date. The executive directors' estimates regarding the aforementioned matters +and their presentation in the consolidated financial statements are sufficiently substantiated and +documented. +Companies of the Deutsche Börse Group are exposed to certain legal risks. These specific legal +risks include legal disputes involving Clearstream Banking S.A. in connection with the Iranian +Central Bank in which Clearstream Banking S.A. sees itself exposed to surrender and compensa- +tion claims from the Iranian Central Bank amounting to USD 4.9 billion (plus interest) and claims +from additional group of claimants, an action by the insolvency administrator for the assets of Air +Berlin PLC i.I. against Clearstream Banking AG demanding payment of approximately EUR 498 +million and an investigation relating to securities transactions by market participants beyond the +dividend date (cum/ex transactions). The determination of whether or not a provision should be +recognized to cover the risks, and if so, in what amount, is subject to a high degree of uncertainty. +Deutsche Börse Group recognizes provisions if a current obligation arises from a past event which +is likely to result in an outflow of funds and can be reliably estimated. No provisions are recognized +in the consolidated financial statements as at December 31, 2021 for the aforementioned legal +risks, as the executive directors do not believe an outflow of funds to be likely. In our view, due to +their legal complexity, the aforementioned legal risks are of particular significance to our audit +based on the significant uncertainty as to their further development and potential effects on the +assets, liabilities, financial position and financial performance. +<3 +2 Assessment of certain legal risks +Further information +Financial statements and notes | Independent Auditors' Report +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +The executive directors are responsible for the other information. The other information comprises +the following non-audited parts of the group management report: +Deutsche Börse Group | Annual report 2021 +■ all remaining parts of the annual report - excluding cross-references to external information - with +the exception of the audited consolidated financial statements, the audited group management report +and our auditor's report +In connection with our audit, our responsibility is to read the other information mentioned above and, +in so doing, to consider whether the other information +■ Conclude on the appropriateness of the executive directors' use of the going concern basis of +accounting and, based on the audit evidence obtained, whether a material uncertainty exists related +to events or conditions that may cast significant doubt on the Group's ability to continue as a going +concern. If we conclude that a material uncertainty exists, we are required to draw attention in the +auditor's report to the related disclosures in the consolidated financial statements and in the group +management report or, if such disclosures are inadequate, to modify our respective audit opinions. +Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. +However, future events or conditions may cause the Group to cease to be able to continue as a +going concern. +■ Evaluate the appropriateness of accounting policies used by the executive directors and the reason- +ableness of estimates made by the executive directors and related disclosures. +■ Obtain an understanding of internal control relevant to the audit of the consolidated financial +statements and of arrangements and measures (systems) relevant to the audit of the group manage- +ment report in order to design audit procedures that are appropriate in the circumstances, but not for +the purpose of expressing an audit opinion on the effectiveness of these systems. +Identify and assess the risks of material misstatement of the consolidated financial statements and +of the group management report, whether due to fraud or error, design and per-form audit proce- +dures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to +provide a basis for our audit opinions. The risk of not detecting a material misstatement resulting +from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, +intentional omissions, misrepresentations, or the override of internal controls. +■ +We exercise professional judgment and maintain professional skepticism throughout the audit. We also: +Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in +accordance with § 317 HGB and the EU Audit Regulation and in compliance with German Generally +Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer +(IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are +considered material if, individually or in the aggregate, they could reasonably be expected to influence +the economic decisions of users taken on the basis of these consolidated financial statements and this +group management report. +Our objectives are to obtain reasonable assurance about whether the consolidated financial statements +as a whole are free from material misstatement, whether due to fraud or error, and whether the group +management report as a whole provides an appropriate view of the Group's position and, in all material +respects, is consistent with the consolidated financial statements and the knowledge obtained in the +audit, complies with the German legal requirements and appropriately presents the opportunities and +risks of future development, as well as to issue an auditor's report that includes our audit opinions on +the consolidated financial statements and on the group management report. +Auditor's Responsibilities for the Audit of the Consolidated Financial Statements and of the +Group Management Report +<3 +Further information +Our audit opinions on the consolidated financial statements and on the group management report do +not cover the other information, and consequently we do not express an audit opinion or any other +form of assurance conclusion thereon. +Remuneration Report +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +272 +The supervisory board is responsible for overseeing the Group's financial reporting process for the +preparation of the consolidated financial statements and of the group management report. +Furthermore, the executive directors are responsible for the preparation of the group management +report that, as a whole, provides an appropriate view of the Group's position and is, in all material +respects, consistent with the consolidated financial statements, complies with German legal require- +ments, and appropriately presents the opportunities and risks of future development. In addition, +the executive directors are responsible for such arrangements and measures (systems) as they have +considered necessary to enable the preparation of a group management report that is in accordance +with the applicable German legal requirements, and to be able to provide sufficient appropriate +evidence for the assertions in the group management report. +In preparing the consolidated financial statements, the executive directors are responsible for assessing +the Group's ability to continue as a going concern. They also have the responsibility for disclosing, as +applicable, matters related to going concern. In addition, they are responsible for financial reporting +based on the going concern basis of accounting unless there is an intention to liquidate the Group or +to cease operations, or there is no realistic alternative but to do so. +error. +The executive directors are responsible for the preparation of the consolidated financial statements +that comply, in all material respects, with IFRSS as adopted by the EU and the additional requirements +of German commercial law pursuant to § 315e Abs. 1 HGB and that the consolidated financial +statements, in compliance with these requirements, give a true and fair view of the assets, liabilities, +financial position, and financial performance of the Group. In addition the executive directors are +responsible for such internal control as they have determined necessary to enable the preparation of +consolidated financial statements that are free from material misstatement, whether due to fraud or +Responsibilities of the Executive Directors and the Supervisory Board for the Consolidated +Financial Statements and the Group Management Report +■ is materially inconsistent with the consolidated financial statements, with the group management +report disclosures audited in terms of content or with our knowledge obtained in the audit, or +■ otherwise appears to be materially misstated. +Financial statements and notes | Independent Auditors' Report +sgd. Marc Billeb +Wirtschaftsprüfer +2020 +sgd. Dr. Michael Rönnberg +Wirtschaftsprüfer +Environmental, social, governance targets +1) ESG targets +Performance +Bonus +■ Ordinary Board members: EUR 6,000,000 +▪ CEO: EUR 12,000,000 +■ Differentiation between CEO and ordinary Board +members +■ Build-up period: Four years +■ Amount: 200% (CEO) / 100% (ordinary Board +members) of gross base salary +■ Performance clawback +in one tranche with requirement to fully invest in +shares +■ Payout: Payout following five-year performance period +■ Performance period: Five years +■Cap: 400% of target amount +■ 25% ESG targets +■ 25% EPS³ growth rate +■ 50% Relative TSR2 +■ Performance criteria: +four-year blocking period +■ Payout: 50% in cash, 50% for restricted stock with +■ Cap: 200% of target amount +■ 1/3 Individual targets (incl. ESG targets') +(market consensus & absolute growth) +■ 1/3 EBITDA +2) TSR Total shareholder return +3) EPS +Earnings per share +■ Performance criteria: +280 +Deutsche Börse Group achieved its growth targets in 2021, despite the ongoing challenges of the +COVID-19 pandemic and strong cyclical headwinds. +The Supervisory Board believes it is vitally important to have a clear link between Executive Board +members' remuneration and their performance ("pay for performance"). A large proportion of Executive +Board remuneration therefore consists of performance-based remuneration components. For this reason +and because strategically relevant indicators are used as performance criteria, the amount of Executive +Board remuneration is closely linked to the performance of Deutsche Börse Group. +Performance and target achievement in 2021 +■ All Executive Board members: EUR 9,500,000 +Maximum +remuneration +■ No differentiation between Executive Board members. +■ Build-up period: Three years +■ Amount: 300% (CEO) / 200% (ordinary Board +members) of gross base salary +Share +ownership +guidelines +■ Compliance clawback and malus clause +(market consensus & absolute growth) +Malus/ +clawback +■ Payout: Payout following five-year performance period +■ Performance period: Five years +Performance +Shares +■ Cap: No payout cap +■ 50% Growth of adjusted net income +■ 50% Relative TSR2 +■ Performance criteria: +■ Payout: 50% in cash, 50% equity deferral with +three-year holding period +■ Cap: 233.33% of target amount +■ Performance multiplier (0.8-1.2) +■ 2/3 Growth of adjusted net income +■1/3 Individual targets +in three tranches with requirement to fully invest in +shares +■ 1/3 Net revenue +■ Performance criteria: +in financial year 2020 +Financial statements and notes +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +278 +The remuneration report for 2021 will be presented to the Annual General Meeting 2022 for approval by +consultative vote pursuant to section 120a (4) AktG. +Deutsche Börse AG believes that transparency, and understandable and comprehensible reporting, are +key principles for the broad acceptance by all stakeholders of Executive Board and Supervisory Board +remuneration. When preparing the new remuneration report, Deutsche Börse AG therefore followed +national and international best practice, particularly, in order to meet the expectations of the capital +market in terms of high transparency and comprehensibility. The remuneration report of Deutsche Börse +AG significantly exceeds the new legal requirements. +Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie (Act to Transpose the Second Shareholder +Rights Directive, ARUG II) which took effect on 1 January 2020 required the remuneration report for +2021 to be prepared for the first time on the basis of the new legal requirements of section 162 AktG. +The remuneration report for 2020 already complied with most of these requirements. The changes in +the legal framework meant that for the first time the remuneration report for 2021 was prepared jointly +by the Executive Board and Supervisory Board. +Changes in the legal framework for remuneration reports +This review of the 2021 financial year explains the context in which the remuneration decisions were +taken and enables their comprehensive perception. +II Review of the 2021 financial year +Above and beyond the requirements of section 162 (3) AktG, the remuneration report was reviewed by +PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft both in a formal as well as material +audit. The remuneration report and the attached memorandum on the review of the remuneration report +can be found on the Deutsche Börse AG website under https://www.deutsche-boerse.com/dbg- +en/investor-relations/corporate-governance/remuneration. +Remuneration Report | Remuneration Report +The remuneration report describes the principles and the structure of the remuneration of the Executive +Board and Supervisory Board of Deutsche Börse AG and reports on the remuneration awarded and due +to members of the Executive and Supervisory Boards in 2021. The report was prepared by the Executive +Board and Supervisory Board in accordance with the requirements of section 162 Aktiengesetz (Stock +Corporation Act, AktG) and follows the recommendations and suggestions of the German Corporate +Governance Code (GCGC) as amended on 16 December 2019. It also takes into account the current +version of the guidelines of the Working Group for sustainable Management Board remuneration +systems, which is made up of the Supervisory Board Chairs of listed companies in Germany, as well as +representatives of institutional investors, academics and corporate governance experts. +<3 +Remuneration Report +Remuneration Report | Remuneration Report +Further information +Financial statements and notes +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +325 Auditor's Report +278 Remuneration Report +Remuneration Report +276 +(German Public Auditor) +I Introduction +(German Public Auditor) +Further information +Approval of the new remuneration system by the Annual General Meeting 2021 +financial year 2021 +Components +Previous remuneration system +Current remuneration system since +<3 +Comparison of current and previous remuneration system +Further information +Remuneration Report | Remuneration Report +Financial statements and notes +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +<3 +279 +The revision was preceded by a review of the previous remuneration system by the Supervisory Board in +terms of its strategic direction and necessary alignment with the current Deutsche Börse Group growth +strategy "Compass 2023". With the advice of the Nomination Committee, the Supervisory Board carried +out a wide-ranging revision and enhancement of the remuneration system, bringing it into line with +Deutsche Börse Group's clear focus on profitable organic and inorganic growth. In particular, the new +remuneration system reflects the greater importance of acquisitions and equity holdings. In the course of +the revision, the Supervisory Board also took into account feedback from investors as part of the Say on +Pay 2020 and the corresponding recommendations of some proxy advisors. +The new remuneration system applies to all members of the Executive Board as of 1 January 2021. +94.97% ++29.52 pp. +65.45% +P100% +0% +2021 +Say on Pay Approval +16 December 2020 and approved at the Annual General Meeting 2021 by a large majority of 94.97 per +cent. The approval rate increased by 29.52 percentage points compared with the vote on the previous +remuneration system at the Annual General Meeting 2020. +The new remuneration system for the Executive Board was adopted by the Supervisory Board on +The following table shows the main changes to the new remuneration system for the Executive Board +compared with the previous remuneration system, which only applied in the 2020 financial year: +■ Compliance clawback and malus clause +Deutsche Börse Group | Annual report 2021 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +18.7 +514.8 +2,747.1 +100.0 +2,729.4 +Total target remuneration +18.4 +502.1 +Pension expense +516.7 +0 +100.0 +516.7 +Performance Shares +258.3 +0 +516.7 +Performance Shares +Tranche 2020-2024 +258.3 +516.7 +516.7 +516.7 +(Restricted Stock) +Tranche 2021-2025 +345.0 +2,570.8 +13.4 +218.3 +€ thous. +% +€ thous. +% +€ thous. +720.0 +26.0 +720.0 +% +€ thous. +2020 +2021 +2020 +2021 +(CFO) +Gregor Pottmeyer +Base salary +(responsible for Pre- & Post-Trading) +Stephan Leithner +Target remuneration (part 3) +100.0 +1,330.7 +100.0 +16.4 +Performance Bonus +38.8 +516.6 +40.2 +Further information +<3 +The target of at least 5 per cent secular growth in net revenue was reached in 2021. Net revenue rose +overall by 9 per cent. In addition to the increase in net revenue, EBITDA rose by 9 per cent and EPS by +12 per cent. +The M&A targets set as part of "Compass 2023" were even slightly exceeded, despite the challenging +conditions resulting from the COVID-19 pandemic. The majority stake of 81 per cent in Institutional +Shareholder Services, Inc. (ISS) acquired in 2021 made a major contribution to reaching this target. +This acquisition enables Deutsche Börse Group to position itself as a leading global market infrastructure +provider in the ongoing transformation of capital markets towards more sustainable investing. As a +result, Deutsche Börse Group is already the world's third-largest provider of ESG information. Together +with the acquisition of Axioma completed before 2021, the purchase of a majority stake in ISS in 2021 +significantly strengthened Deutsche Börse Group's position in the fast-growing data and analytics +business. At the same time, the data and research business strengthens the entire value chain. With the +full takeover of Clearstream Fund Center AG from UBS, the Investment Fund Services business was +significantly expanded and strengthened. Due to the majority stake in European Energy Exchange AG +(EEX), with its products and services relating to energy trading and energy-related markets such as +carbon emission rights, Deutsche Börse Group is also well positioned in this promising market. Deutsche +Börse Group substantially strengthened its strategic position in key growth markets overall, and again +improved its line-up for further organic growth. Investments in new asset classes such as digital assets +and crypto currencies, as well as increased capital expenditure on new technologies, further +strengthened the foundation for Deutsche Börse Group's future competitiveness. Finally, Deutsche Börse +Group continued to manage its investment portfolio very actively, both in terms of divestments and with +further minority investments in the context of the Group's corporate venture capital activities. +The successful implementation of the corporate strategy "Compass 2023" again improved a number of +key financial indicators, which are also used as performance criteria for the performance-based +components of the Executive Board remuneration. +Development in 2021 +Net revenue (in €m) +EBITDA (in €m) +Earnings per Share (in €) ++9% ++9% ++12% +3,509.5 +3,213.8 +2,043.1 +6.59 +1,869.4 +5.89 +2020 +2021 +2020 +2021 +2020 +Remuneration Report | Remuneration Report +% +Financial statements and notes +Executive and Supervisory Boards +1,033.4 +37.6 +1,033.4 +37.9 +1,033.4 +remuneration +Multi-year variable +258.3 +516.7 +516.7 +516.7 +(cash component) +Performance Bonus +19.4 +258.3 +20.1 +516.7 +18.8 +516.7 +18.9 +516.7 +remuneration +One-year variable +Management report +2021 +25.8 +0.8 +2. +A maximum remuneration figure also existed before the remuneration system for 2021 to cap the annual +payouts from remuneration components. It was set at €9,500,000 for each active Executive Board +member and was always complied with. +It will only be possible to report on compliance with maximum remuneration for 2021 after the payout +for the tranche of Performance Shares granted in 2021. To the extent that the payout from Performance +Shares would result in the maximum remuneration being exceeded, the payout would be reduced +accordingly to ensure compliance with the maximum remuneration. +The Supervisory Board has defined a maximum remuneration for Executive Board members in +accordance with section 87a (1) sentence 2 no. 1 AktG, which limits the maximum payouts of +compensation promised in one financial year. In the remuneration system for 2021 the maximum +remuneration for the Chief Executive Officer is €12,000,000 and for the ordinary Executive Board +members €6,000,000. The maximum remuneration includes all payouts of non-performance-based +remuneration (base salary, fringe benefits, pension and risk protection) and performance-based +remuneration components (Performance Bonus, Performance Shares), whereby the pension and risk +protection are based on the service cost. +Compliance with maximum remuneration +1.4 +<3 +Further information +Remuneration Report | Remuneration Report +Financial statements and notes +Overview of the remuneration system for Executive Board members +Management report +100.0 +2,752.5 +11.5 +317.3 +11.7 +100.0 +319.8 +2,755.6 +13.5 +100.0 +378.3 +2,795.6 +100.0 +2,768.7 +286 +In structuring the remuneration, the Supervisory Board strives to ensure that the overall framework for +remuneration within the Executive Board is as uniform as possible. The remuneration system for +Executive Board members consists of non-performance-based and performance-based components. +The non-performance-based remuneration components consist of base salary, contractual fringe benefits +and provisions for retirement and risk protection. The performance-based component consists of the +Performance Bonus and the Performance Shares. +In addition, the company's share ownership guidelines require Executive Board members to invest a +substantial amount in Deutsche Börse AG shares during their term of office. +<3 +benefits +Contractual fringe +Pension and risk +coverage +approx. 25% +Shares +Performance +approx. 45% +50% in +cash +Performance +Bonus +Base salary +approx. 30% +(70% of target direct remuneration) +High variable proportion +Pay-for-performance +Structure +Further information +Remuneration Report | Remuneration Report +Financial statements and notes +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +287 +Base salary accounts for around 30 per cent of the target direct remuneration. The Performance Bonus, +which is paid out after the respective financial year, accounts for approx. 22.5 per cent of the target +direct remuneration. The Performance Bonus, which is available to the Executive Board members after +further four financial years (performance-based restricted stock) also accounts for approx. 22.5 per cent. +Performance Shares account for approx. 25 per cent of the target direct remuneration. +To ensure the pay for performance orientation of Executive Board remuneration, around 70 per cent of +the target direct remuneration (base salary, target amount of Performance Bonus and target amount of +Performance Shares) consists of performance-based remuneration components. Furthermore, around 70 +per cent of this performance-based remuneration has a multi-year assessment basis and is also share- +based. This ensures that the remuneration structure is aligned with the company's sustainable long-term +development. It also ensures that the performance-based remuneration to reward the achievement of +long-term targets is higher than that for short-term targets and that the interests of the Executive Board +are aligned with those of shareholders. +Total target remuneration +12.5 +346.4 +Pension expense +560.0 +560.0 +(cash component) +Performance Bonus +20.3 +560.0 +20.3 +560.0 +20.0 +20.2 +560.0 +remuneration +One-year variable +Fringe benefits +1.3 +35.2 +1.3 +26.2 +720.0 +26.1 +720.0 +35.8 +0.6 +17.3 +560.0 +22.3 +560.0 +remuneration +0 +560.0 +0 +560.0 +Performance Shares +Tranche 2021-2025 +560.0 +0 +560.0 +0 +Performance Shares +Tranche 2020-2024 +560.0 +560.0 +560.0 +560.0 +Performance Bonus +(Restricted Stock) +40.7 +1,120.0 +40.6 +1,120.0 +40.1 +1,120.0 +40.5 +1,120.0 +Multi-year variable +Financial years +281 +Executive and Supervisory Boards +38.8 +1,120.0 +40.3 +1,120.0 +39.4 +Performance Bonus +(Restricted Stock) +Performance Shares +Tranche 2020-2024 +1,100.0 +1,100.0 +560.0 +2,400.0 +560.0 +1,300.0 +0 +560.0 +Performance Shares +Tranche 2021-2025 +1,300.0 +0 +560.0 +0 +Pension expense +Total target remuneration +0 +41.1 +2,400.0 +remuneration +61.4 +1.0 +28.5 +1.0 +55.3 +1.9 +One-year variable +remuneration +1,100.0 +18.8 +1,100.0 +17.8 +560.0 +20.1 +560.0 +19.7 +Performance Bonus +(cash component) +1,100.0 +1,100.0 +560.0 +560.0 +Multi-year variable +782.4 +5,842.9 +13.4 +100.0 +1,126.8 +6,188.2 +% +2021 +€ thous. +2020 +% +€ thous. +% +650.0 +23.8 +650.0 +23.7 +650.0 +25.3 +325.0 +24.4 +27.2 +1.0 +32.2 +1.2 +25.7 +1.0 +12.5 +1.0 +Fringe benefits +€ thous. +1.0 +% +2020 +18.2 +351.8 +12.7 +386.7 +100.0 +2,780.3 +100.0 +2,842.0 +13.6 +100.0 +285 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +Target remuneration (part 2) +Base salary +Thomas Book +(responsible for Trading & Clearing) +<3 +Heike Eckert +(responsible for HR & Compliance, +Director of Labour Relations; since 1 July 2020) +2021 +€ thous. +Deutsche Börse Group | Annual report 2021 +60.5 +720.0 +282 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +Composition of the Executive Board and Supervisory Board +There were no changes among the members of the Executive Board in 2021. The Supervisory Board +voted on 8 December 2021 to renew the period of office of Gregor Pottmeyer for three years as of +1 October 2022. +in the section "Overall target achievement and payouts from the PSP Tranche 2017". +The Annual General Meeting 2021 elected Chong Lee Tan to the Supervisory Board by a majority of +97.56 +per cent. He succeeded Amy Yok Tak Yip, who was no longer a candidate. +After an interruption due to the COVID-19 pandemic, the employee representatives on the Supervisory +Board were elected on 15 and 16 November 2021. The following employee representatives were +elected: Markus Beck, Anja Greenwood, Susann Just-Marx, Achim Karle, Peter Sack and Daniel +Vollstedt, with Nadine Absenger and Katrin Behrens as trade union representatives. +III Executive Board remuneration in 2021 +1. Principles of Executive Board remuneration +Executive Board remuneration serves as an important steering element for the strategic direction of +Deutsche Börse Group and makes a key contribution to advancing and implementing the corporate +strategy, as well as to the sustainable long-term development of Deutsche Börse AG. Choosing suitable +performance criteria for performance-based remuneration sets incentives to manage the company +sustainably and successfully over the long term and to drive the realisation of its strategic objectives. +In order to support a strong equity culture and further align the interests of the Executive Board and +shareholders, most of the performance-based remuneration components are share-based. +Executive Board remuneration is based on the principle that Executive Board members should receive +appropriate remuneration in line with their performance, functions and responsibilities. By setting +ambitious performance criteria, the Supervisory Board follows a strict pay-for-performance approach. +The long-term structure of the remuneration system, as expressed in the largely multi-year assessment +basis for the performance-based remuneration components, also avoids creating incentives for taking +unreasonable risks. +The following overview shows the main guidelines applied by the Supervisory Board for the Executive +Board remuneration: +283 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Oliver Greie was a member of the Supervisory Board temporarily, as an employee representative from +19 May 2021. As a trade union representative he succeeded Gerd Tausendfreund, who stepped down +from the Board when he retired from work. +A detailed description of the performance criteria, target achievement and resulting payouts can be found +250% +Maximum +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +In view of this successful growth, a proposal will be made at the Annual General Meeting 2022 to +increase the dividend again to €3.20 for the 2021 financial year. The successful performance in 2021, +which also included achieving ambitious targets for further increases in net revenue and EBITDA, was +also reflected in the average target achievement of 140.88 per cent for the Performance Bonus. Net +revenue and EBITDA are the performance criteria for the Performance Bonus, in addition to individual +targets. +The following chart shows the average overall target achievement of the Executive Board members in the +Performance Bonus for 2021: +Overall target achievement Performance Bonus 2021 +Minimum +0% +Target +100% +Ø Actual: 140.88% +Maximum +200% +A detailed description of the performance criteria, target achievement and resulting payouts can be found +in the chapter "Performance Bonus". +The tranche of the Performance Share Plan (PSP) granted in 2017 (PSP Tranche 2017) ended at the +close of the 2021 financial year. Overall target achievement in the PSP Tranche 2017 of 188.82 per +cent reflects Deutsche Börse Group's strong growth over the five-year performance period. Targets were +exceeded for both the criterion “Adjusted Net Income Growth" and the criterion "Total Shareholder Return +(TSR) Performance". The maximum target achievement for relative TSR not only reflects the strong +absolute performance of the Deutsche Börse share on the capital market, but also its above-average +relative performance compared with the relevant peer group. Overall target achievement of the Executive +Board members for the PSP Tranche 2017 is as follows: +Overall target achievement PSP Tranche 2017 +Minimum +0% +Target +100% +Actual: 188.82% +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +Applicable guidelines +<3 +In their service contract, each Executive Board member is promised a target remuneration in line with +common market levels, which depends largely on their relevant knowledge and experience for the role. It +is also based on the target remuneration for the other Executive Board members. Target remuneration for +the Executive Board members was not changed in 2021. Differences in total target remuneration result +from the volatility of fringe benefits and the service cost for pension purposes. +Target remuneration (part 1) +Base salary +Fringe benefits +Theodor Weimer +(CEO) +Christoph Böhm +(CIO/COO) +2021 +2020 +2021 +2020 +€ thous. +% +€ thous. +% +€ thous. +% +€ thous. +% +1,500.0 +25.7 +1,500.0 +24.2 +720.0 +25.9 +Target remuneration +25.4 +1.3 +The results of the review are taken into account by the Supervisory Board when setting the target +remuneration for the Executive Board members, which also ensures that the Executive Board +remuneration is appropriate. +Applicable guidelines +Clear alignment with the corporate strategy "Compass 2023" +Conformity with the requirements of the German Stock Corporation Act (AktG) and the recommendations and +suggestions of the German Corporate Governance Code (GCGC) as well as orientation towards the Guidelines +for sustainable Management Board remuneration systems +✓ +Ensuring the appropriateness of remuneration +✓ +Long-term orientation and strong capital market focus +Performance Bonus and Performance Shares are completely performance-based and can entirely lapse +Strengthening responsible action by using ESG targets +1.1 Process for determining, implementing and reviewing the remuneration system +The Supervisory Board, being advised by its Nomination Committee, determines the remuneration +system for the members of the Executive Board. The remuneration system adopted by the Supervisory +Board is presented to the Annual General Meeting for approval. The Supervisory Board reviews the +remuneration system regularly with the support of its Nomination Committee. After any significant +changes, but not less than every four years, the Supervisory Board again presents the remuneration +system to the Annual General Meeting for approval. +1.2 +Appropriateness of Executive Board remuneration +The remuneration of Executive Board members is determined by the Supervisory Board on the basis of +the remuneration system, whereby the Nomination Committee prepares the Supervisory Board's +decision. The Supervisory Board ensures that remuneration is appropriate to the corresponding Executive +Board member's tasks and performance, as well as to the company's financial situation, and that it does +not exceed common market pay levels without special justification. For this purpose, the Supervisory +Board conducts a regular horizontal and vertical peer group comparison, generally every other year. +To do so, the Supervisory Board may engage external experts who are independent of the Executive +Board and the Company. The horizontal comparison is based on relevant national and international peer +groups. The Supervisory Board selects the peer groups based on the criteria country, size and industry +sector as stipulated in AktG. Based on the country criterion and given their comparable size, DAX-listed +companies are included as a suitable peer group for the purpose of the horizontal comparison. In order +to reflect the industry sector criterion, European financial institutions were used as customers and +competitors of Deutsche Börse Group, as well as international stock exchange operators as additional +peer groups. +In order to assess whether the remuneration is in line with usual levels within the Company (vertical +comparison), the Supervisory Board - in accordance with the recommendations of the GCGC - also +takes into account the ratio of Executive Board remuneration to the remuneration of senior managers and +the workforce as a whole, and how the various salary grades have developed over time. In this context, +senior managers mean the two management levels below the Executive Board. The Supervisory Board +considers the remuneration ratio in respect of both the employees of Deutsche Börse AG and the +employees of Deutsche Börse Group as a whole. +284 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +The last review of appropriateness took place in the 2021 financial year. The Supervisory Board was +supported by an independent external advisor and the Executive Board remuneration was found to be +appropriate. +1 +560.0 +3 +48.0 +500.0 +500.0 +Christoph Böhm +2,026.2 +2,729.7 +1,126.8 +€ thous. +€ thous. +€ thous. +€ thous. +782.4 +50.0 +50.0 +1,200.0 +1,200.0 +Theodor Weimer +2020 +2021 +2020 +2021 +2020 +% +2021 +% +€ thous. +€ thous. +Executive Board member +48.0 +2020 +351.8 +856.0 +2 +290 +4,610.9 +976.2 +378.3 +1,273.0 +317.3 4,630.7 +319.8 +48.0 +48.0 +500.0 +500.0 +Gregor Pottmeyer +346.4 +48.0 +48.0 +500.0 +500.0 +208.2 +512.8 +218.3 +345.0 +40.0 +40.0 +500.0 +500.0 +Heike Eckert +386.7 1,157.1 +2021 +Stephan Leithner +Service cost +Remuneration Report | Remuneration Report +Financial statements and notes +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +288 +In the 2021 financial year, there was also directors & officers (D&O) insurance for Executive Board +members. +Executive Board members were not granted any other fringe benefits in the 2021 financial year apart +from those mentioned. +Executive Board members receive contractually agreed fringe benefits. These include i.a. an appropriate +company car for business and personal use. They also receive taxable contributions towards private +pensions. In addition, the company takes out appropriate insurance coverage for them. This included +accident insurance in the 2021 financial year. Another fringe benefit in the 2021 financial year was the +use of carpool vehicles or vehicles with drivers. +3.1.2 Fringe benefits +The members of the Executive Board receive a fixed base salary, which is paid in twelve equal monthly +instalments. When setting the amount of base salary the Supervisory Board is guided by the relevant +knowledge and experience of the Executive Board members for their respective role. +3.1.1 Base salary +Non-performance-based remuneration components +Application of remuneration components in the 2021 financial year in detail +3.1 +3. +Long-term cus +focus +Build-up period of four years after appointment - requirement to hold shares until end +of term of office - 200% (CEO) / 100% (ordinary Board members) of gross base salary +Share ownership +guidelines (SOG) +Five-year performance period +blocking period of four years +50% performance-based restricted stock - +5 +Present value of +pension commitments +4 +Further information +3.1.3 +Approx. 70% of performance-based +remuneration is long-term and share-based +<3 +Contribution +percentage +Pension and risk coverage +Pensionable income +Retirement benefits (defined contribution pension system) +The pensionable income and the present value of the pension commitments as at 31 December 2021 +are shown in the following tables in consolidated form for each Executive Board member. +In the event that an Executive Board member becomes permanently incapable of working, the defined +benefit pension agreements for Executive Board members provide for a transitional payment. The +amount of this payment corresponds to the target amount of performance-based remuneration +(Performance Bonus and Performance Shares) in the year in which the event triggering the benefits +occurs. It is paid out in two tranches in the two following years. If an Executive Board member dies, +their spouse receives 60 per cent of the transitional payment. +IAS 19 +A key component of the pension commitments relates to the Executive Board members' benefits in the +case of permanent occupational disability or death. If an Executive Board member has a permanent +occupational disability, the Company has the right to put that Executive Board member into retirement. A +permanent occupational disability arises if the Executive Board member is incapable of working for more +than six months and it is not expected that they will be fit to return to work within another six months. In +this case, Executive Board members with defined benefit pensions receive an amount calculated by +applying the achieved replacement rate to the respective pensionable income. Executive Board members +with defined contribution pensions receive the plan assets already accrued when the pension benefits +fall due, plus a supplement. The supplement corresponds to the full annual pension contribution that +would have been due in the year of departure multiplied by the number of years between the date on +which the pension benefits fall due and the Executive Board member's sixtieth birthday. If an Executive +Board member dies, their surviving spouse receives 60 per cent and each eligible child 10 per cent (for +full orphans: 25 per cent) of the amount presented above, however up to a maximum of 100 per cent of +the pension contribution. +c. Benefits in the case of permanent occupational disability or death +<3 +Further information +Remuneration Report | Remuneration Report +Financial statements and notes +d. Transitional payments +Executive and Supervisory Boards +Management report +As another non-performance-based component of the remuneration system the Executive Board +members are entitled to a pension as well as invalidity and life insurance. +a. Defined contribution pension system +The members of the Executive Board are generally entitled to receive retirement benefits upon reaching +the age of 60, provided that they are no longer in the service of Deutsche Börse AG at that time - for +Thomas Book, this applies on reaching the age of 63. The Supervisory Board reviews and determines +the pensionable income that is used as the basis for retirement benefits. Executive Board members +normally receive a defined contribution pension. An exception applies to Executive Board members with +existing entitlements from previous positions within Deutsche Börse Group. In this case, they may +receive a defined benefit pension instead. This exception only applies to Thomas Book. +Under the defined contribution pension scheme, the Company makes an annual capital contribution to +the scheme for each calendar year that a member serves on the Executive Board. This pension +contribution is calculated by applying an individual contribution rate to their pensionable income. The +Supervisory Board determines and regularly reviews the pensionable income. The capital contributions +calculated in this manner bear interest at 3 per cent p.a. The benefit is generally paid out in the form of +a monthly pension. However, the Executive Board member may choose for payment to be made in the +form of a one-off lump sum or as five instalments. The entitlements vest in accordance with the +provisions of Betriebsrentengesetz (German Company Pensions Act). +b. Defined benefit pension system (legacy provisions) +The rules of the defined contribution pension scheme apply to Theodor Weimer, Christoph Böhm, Heike +Eckert, Stephan Leithner and Gregor Pottmeyer. +Members of the Executive Board are entitled to an early pension if the Company does not extend their +service agreements, unless the reasons for doing so are attributable to the Executive Board member or +would justify terminating the agreement without observance of a notice period. As in the case of a +retirement pension, the amount of the early pension is calculated by applying the replacement rate to the +respective pensionable income. Executive Board members with a defined contribution pension are not +eligible for an early pension. +289 +Deutsche Börse Group | Annual report 2021 +Under the defined benefit pension scheme, eligible beneficiaries who have reached the contractually +agreed age receive pensions calculated as a defined proportion of their individual pensionable income +(replacement rate). The requirement is that the respective Executive Board member was in office for at +least three years and was reappointed at least once. As is the case under the defined contribution +scheme, the Supervisory Board determines and regularly reviews the pensionable income. The +replacement rate depends on the length of Executive Board service and number of reappointments, and +amounts to a maximum of 50 per cent. The payment terms and the rules governing vesting correspond +to those of the defined contribution scheme. +Cooperation agreements and networks for +the joint development of common standards +and solutions Business model +Social environment +Partnerships +According to IIRC terminology, we essentially need four capitals (input factors) to implement our +business model. We deploy these capitals within a binding regulatory framework: intellectual capital, +human capital, financial capital and partnerships. They enable us to create short, medium and long- +term value with our business model. Our result can be allocated to the following four outcome- +dimensions: +28 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our strategy and steering parameters +<3 +Remuneration Report +Further information +Remuneration Report +Financial statements and notes +Management report | Deutsche Börse: Fundamental information about the Group +25 +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +Financial statements and notes +Economic position +customer focus +Outcome +dimensions +Our purpose is "We at Deutsche Börse create trust in the markets of today and tomorrow". Trust is +essential for functioning markets and sustainable economies. We provide fair and transparent, reliable +and stable infrastructures that ensure safe and efficient markets around the globe. By providing market +infrastructure, we foster growth and thus contribute to the prosperity of future generations. This takes +place using a combination of several input factors of our value creation, which we describe below using +the IIRC framework. +Our value creation process +45 +External requirements (regulations, rating agencies, etc.) +Intellectual capital +Secure, reliable and innovative products +that are competitive and cover the entire +financial-market value chain +Human capital +More than 10,000 employees with diverse +backgrounds, united by a strong team and +Financial capital +Fast-growing company with continuous +organic growth and strategic M&A focus +Customers and markets +Employees +Business model +Input +factors +DEUTSCHE BÖRSE +GROUP +The Executive Board is responsible for the management of the company, whereby the Chief Executive +Officer (CEO) coordinates the activities of the Executive Board members. In the 2021 financial year, the +Executive Board of Deutsche Börse AG comprised six members. The remuneration system and the +remuneration paid to individual members is explained in more detail in the "Remuneration report". +The EEX Group offers its participants a market platform for energy and commodities products in more +than 30 countries around the world. Its product portfolio comprises contracts on power, gas and +emission rights, as well as freight and agricultural products. +The Annual General Meeting rules on the appropriation of distributable profit, appoints the shareholder +representatives on the Supervisory Board and discharges the Executive Board and the Supervisory Board +of liability. In addition, it rules on equity issuance and other matters governed by Aktiengesetz (AktG, +German Stock Corporation Act). +Our subsidiary 360T is the leading global provider of web-based trading technology, which enables our +customers to trade over-the-counter (OTC) financial instruments, particularly foreign exchange and short- +term money market products, as well as foreign exchange and interest rate derivatives. +Foreign exchange trading +Commodities +The Eurex futures exchange is one of the world's largest markets for trading financial derivatives. It offers +a wide range of international benchmark products such as interest derivatives (e.g. Euro-Bund Futures) +and equity derivatives (e.g. EURO STOXX 50Ⓡ Index Futures). +Financial derivatives +Trading & clearing +E> +Further information +Remuneration Report +Financial statements and notes +Management report | Deutsche Börse: Fundamental information about the Group +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +23 +Via our Institutional Shareholder Services subsidiary (ISS) we offer independent ESG and governance +research, proxy voting solutions, ratings and data, as well as market information and editorial content for +institutional investors and companies – worldwide. The segment ISS was introduced in 2021 and +showed its first full reporting period in the second quarter. +<3 +ESG business +Securities trading +We operate the Frankfurt Stock Exchange (FWBⓇ). With its XetraⓇ trading system it operates the global +reference market for German equities and is the number one in Europe for exchange-traded funds (ETF). +Post-trading +Post-trading (settlement, custody, collateral and liquidity management) +The governing bodies of Deutsche Börse AG, which is a German stock corporation, are the Annual +General Meeting, the Supervisory Board and the Executive Board, each of which has its own areas of +responsibility. +Management +E> +Further information +Remuneration Report +Financial statements and notes +Management report | Deutsche Börse: Fundamental information about the Group +Executive and Supervisory Boards +The Supervisory Board appoints, supervises and advises the members of the Executive Board, and is +directly involved in decisions of fundamental importance to the Group. Additionally, it approves the +consolidated financial statements prepared by the Executive Board. Members of the Supervisory Board +are appointed for a period of three years, although the Annual General Meeting may determine a shorter +term of office when electing members. Members of the Supervisory Board must be appointed in +accordance with the provisions of the Mitbestimmungsgesetz (German Co-Determination Act). Deutsche +Börse's Supervisory Board comprises eight shareholder representatives and eight employee +representatives in order to meet the growing demands placed upon Supervisory Board members in +connection with the company's growth and that of the Group as a whole, particularly with regard to the +diversity and internationalisation of Supervisory Board work. Further details are provided in the +"Corporate governance statement". +Deutsche Börse Group | Annual report 2021 +24 +You can find a complete list of our trademark rights on our homepage. +Deutsche Börse Group's full group of consolidated entities is set out in Note 34 to the consolidated +financial statements. +To reduce the complexity of financial reporting and emphasise the Group's growth areas more clearly, we +are adjusting our segment reporting in accordance with the internal corporate management as of the first +quarter of 2022. The eight existing segments will then be condensed to four: Data & Analytics (including +the Qontigo and ISS segments), Trading & Clearing (Eurex, EEX, 360T and Xetra segments), Fund +Services (IFS segment) and Securities Services (Clearstream segment). +For further details, please refer to the segment reporting in the results of operations. +Clearstream offers services for investment funds based on the security of the assets and the efficiency of +distribution. The VestimaⓇ fund processing platform provides access to all fund types, from investment +funds to ETF and hedge funds. Clearstream also offers services to support fund distribution for asset +managers and fund distribution companies. +Investment fund services (IFS) +Clearstream operates the central securities depository in Germany and Luxembourg and one international +securities depository. We offer global securities financing and collateral management for secured money +market transactions, repo transactions and securities lending. +224 +5. How we add value +Group Security +Remuneration Report +Pre & Post-Trading +S. Leithner +Clearstream - +Strategy & +Governance +Findings Program +Management +Clearstream - +Global RM, +Sales & Services +Group Regulatory +Strategy +Treasury +The range of Axioma products consists of investment management solutions, including market-leading +portfolio and risk analysis software, corporate risk management across asset classes, portfolio +construction, performance attribution and regulatory reporting. +Clearing +Human Resources - +Global HR Business +Partner +Group Audit +Group Risk +Management +IT Governance & +Location Prague +Cash Market +Group Legal +Group Organisational +Services +Corporate IT +Market Data & +Services +Derivatives Markets +Trading +cations & Marketing +Clearing & Risk IT +Investor Relations +Our organisation is divided into six Executive Board areas as follows: +Executive Board areas +E> +CEO +T. Weimer +Group Strategy/ +Mergers & +Acquisitions/Chief of +Staff/ESG Strategy +Group Communi- +Group Tax +CFO +Financial Account- +ing & Controlling +CIO/COO +C. Böhm +Trading & Clearing +T. Book +HR & Compliance +H. Eckert +Derivatives, Cash & +Energy Trading IT +Business Analytics & +Stategy +Group Compliance +G. Pottmeyer +Group Chief +Technology Officer +FX/360T +Post Trade IT +Remuneration Report +Further information +4. ESG: Commitment and opportunity for Deutsche Börse +Sustainability is more than an obligation for our own business model; for us it also represents an +important guiding principle for shaping capital markets. In this sense, we view sustainability from two +perspectives: on the one hand, we establish sustainability as a priority for our internal processes. On the +other hand, as a provider of market infrastructure, we offer our customers solutions that enable them to +make their own businesses more sustainable. This duality is also expressed in our sustainability strategy, +which we updated in 2021 following a wide-ranging stakeholder survey. Our sustainability strategy +reflects the topic of sustainability both in our Group strategy and across our business areas. It can be +summarised in four ambitions. +1. Lead by example. By integrating four ESG targets (employee satisfaction, ESG net revenue¹, carbon +neutrality and ESG ratings) into our Executive Board remuneration we assume our corporate +responsibility in a holistic way. Our integrated report as well as the fact that our report is almost² +completely audited with reasonable assurance underlines our ambition to lead by example. +2. Increase transparency. Our exchanges and reporting standards (Prime Standard and guidelines) +create market clarity and provide orientation for private and institutional investors. For further +information see our chapter "Transparent markets". +3. Provide solutions. With our products we enable our customers in the financial and real economy to +carry out their green transformation economically and efficiently. We earned around seven per cent +of our net revenue with ESG products in 2021.¹ For further information see chapter "Definition of +our ESG net revenue". +4. +Management report | ESG: Commitment and opportunity for Deutsche Börse +Financial statements and notes +Measure impact. We systematically review all our sustainability activities for effectiveness. To +underline their importance for the Group as a whole, sustainability indicators became part of our +steering parameters with effect from financial year 2021. In the following chapter "How we add +value" we elaborate on our value creation process. +At the Supervisory Board level it is mainly the newly formed Strategy and Sustainability Committee that +deals with ESG, advising the Executive Board on matters of strategic importance. These include +sustainable corporate governance and our ESG business activities. +¹ESG net revenue according to the internal definition of Deutsche Börse Group - see "Definition of our ESG net revenue". +2Only exception are the CO₂-figures. These are unaudited. +27 +27 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | How we add value +Financial statements and notes +As of 2021 our Executive Board is informed frequently of relevant market and sales performance with +regard to ESG and determines the strategic course on this basis. It is mainly monitored and managed by +our CEO and CFO, as well as via the segments: As part of the CEO division the Group ESG Strategy team +is responsible for the ESG activities within the Group and the reporting. It executes our climate strategy, +conducts market trend analysis and works closely with the business areas in implementing their product +strategies. The Group Sustainability Board oversees the implementation of our ESG strategy. The Board +convenes four times a year and in 2021 its members comprised one representative from each of the +Executive Board divisions, plus the Head of Group ESG Strategy and one Executive Board member +(2021: CFO). The individual business areas are responsible for the concrete implementation of the ESG +business strategy. In addition to the individual product areas, our risk management function is also +involved with ESG topics. +Further information +Executive and Supervisory Boards +26 +European Energy +Exchange (EEX) +Clearstream - +Investor Services & +Financing +Human Resources +Strategy & Initiatives +Clearstream - +Issuer Services & +New Digital Markets +Human Resources +Global Services +Clearstream - +Investment Funds +Services +Clearstream +Global Operations +Deutsche Börse Group | Annual report 2021 +Regulatory Strategy & +Compliance +Quantitative Brokers +ISS +IT Strategy/ +Chief of Staff +Crypto Finance +IT Infrastructure & +Operations +Qontigo +46 +Information Security +Compliance Program +Analytics business +While preparing the report, we followed the recommendations of the International Integrated Reporting +Council (IIRC) for portraying our value creation process (see chart "Value creation process"). Currently, a +highly dynamic environment for company reporting exists due to regulatory developments in the field of +non-financial reporting and due to a closer cooperation and coordination between the key standard- +setters, Global Reporting Initiative (GRI), Sustainability Accounting Standard Board (SASB), Task Force +on Climate-Related Financial Disclosures (TCFD) and IIRC. We will therefore continue to develop our +reporting over the next few years. +Index business +Chapter of integrated +report +ΚΡΙ +Our customers and +markets +Target +2021 +System availability (customer facing IT)* +Overview of chapters and KPI +>99.5% +Our employees +Employee satisfaction* +Women in leadership positions¹.* +>71.5% +>20% +75% +99.9% +We have translated our targets into key performance indicators (KPI), which we assign to our four value +creation categories: +<3 +Further information +Employees: As an employer we take wide-ranging measures to use the full potential of our human +capital. Furthermore, we strengthen our employee satisfaction and loyalty. All this helps to build an +employer brand that illustrates what makes us unique and why talents should decide to work for us. +Economic situation: As a fast-growing company we create financial value, substance and returns on +which our investors, employees, customers and society can build on. +Social environment: Our value creation reaches far beyond what impacts us directly as a company - for +example including our own carbon emissions, human rights issues in the supply chain or our +involvement in financial market initiatives. +This stylised value creation process forms the basis for the other chapters in this combined management +report and for our management and steering parameters using various KPI, which we describe in the +next chapter. +6. Our strategy and steering parameters +We secure our good market position and continued viability by means of our medium-term growth +strategy Compass 2023, which defines the strategic direction and targets for the years ahead. Among +the most important secular growth drivers are the trend from over-the-counter (OTC) to on-exchange +trading, the higher demand for ESG services, the increasing importance of the buy-side, passive +investments and the digitisation of the financial sector. Inorganic growth will also play an important role. +We are aiming for overall growth in net revenue of 10 per cent p.a. on average until 2023. Secular +initiatives and M&A are each intended to contribute growth of around 5 per cent. Furthermore, earnings +before interest, tax, depreciation and amortisation (EBITDA) as well as the earnings per share before +purchase price allocations (Cash EPS) are planned to grow by around 10 per cent p.a. on average. +We have made significant progress with the implementation of this strategy in the course of last year. +Significant milestones and further information can be found on our homepage. +In a continuous process, we review our organic growth initiatives, which we rely on particularly for +expansion in secular growth markets and asset classes. As far as external growth opportunities are +concerned, the focus is on strengthening existing high-growth areas, and on exploring new asset classes +and services. Key initiatives and growth drivers are described in the "Report on opportunities". +Additionally, also the remuneration system for the Executive Board and executive staff has created a +number of incentives for growth in the individual business divisions. The “Remuneration report" provides +a detailed description of all targets. In 2021, we also integrated ESG targets into the remuneration +system for the Executive Board for the first time - such as climate neutrality of Deutsche Börse Group, +good ESG ratings, employee satisfaction and growth in net revenue from ESG products. +29 +29 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our strategy and steering parameters +Financial statements and notes +Remuneration Report +21% +Customers and markets: Our products and services contribute to increase transparency for market +participants and to enable them to price in and integrate market developments, changes and +transformations. In this way we enable better-informed decisions. +Economic situation +9% CAGR +>10% +210% +incl. ISS acquisition +Net zero by 2025 +(-100% vs. 2019) +-66% +vs. 2019 +1) Group-wide target in senior management. +2019-2023 +2) ESG net revenue according to the internal definition of Deutsche Börse Group - see "Definition of our ESG net revenue". +3) Unaudited figure. +Steering parameters for our customers and markets +As a provider of market infrastructure we maintain impartial, transparent and secure marketplaces. In +this context we use our systems availability as a key performance indicator. A value of more than 99.5 +per cent is the target for our systems availability (customer facing IT) (for further information see "Our +customers and markets"). +Steering parameters for our employees +We use two key performance indicators for measuring employee-related factors: The first indicator is +used to measure employee satisfaction on an annual basis and to take action based on the results. The +second indicator is used to calculate the percentage of women in leadership positions on an annual +basis. In terms of employee satisfaction we have defined a result of more than 71.5 per cent approval in +the annual employee survey as the target. For the proportion of women in leadership positions the goal +was set to reach over 20 per cent in senior management. On 31 December 2021 the proportion of +women in senior management was 21 per cent. For 2022, we have made a voluntary commitment that +exceeds the requirements of section 76 (4) AktG. We want to have a percentage of women in leadership +positions of 22 per cent in senior management and of 30 per cent in lower management (see "Our +employees"). +30 +30 +* Our most significant financial and non-financial key performance indicators. +2019-2021 +in 2021 +11% CAGR +€2,043.1 million +Net revenue* +EBITDA* +Cash EPS +ESG net revenue²,* +Our social environment +CO2 emissions per workspace³ +2019-2023 +€3.5 billion +in 2021 +10% CAGR +2019-2023 +€2.0 billion +in 2021 +10% CAGR +2019-2021 +€3,509.5 million +in 2021 +10% CAGR +2019-2021 +10% CAGR +Via our Qontigo subsidiary we offer an innovative range of index and analytics products with global +coverage, including STOXX® and DAX®. +Further information +Management report | About this report +- +- +are subject to PwC's audit. +Integrated reporting on non-financial topics +For the 2021 reporting year, we have integrated our combined management report and our combined +non-financial statement in one report for the first time. This enables our most important stakeholders +such as clients, employees and shareholders to gain a holistic view of our corporate performance. This +includes social and ecological topics as well as economic ones. +Organisational structure +Contents, structure and materiality +The information about our net assets, financial position and result of operations is based on the +requirements of International Financial Reporting Standards (IFRS), and if applicable, German +Commercial Code (HGB) and German Financial Reporting Standards (DRS). The combined non-financial +statement for Deutsche Börse Group and the parent company Deutsche Börse AG is integrated into the +combined management report; it meets the requirements of sections 289b-e and 315b-c HGB and +Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the +establishment of a framework to facilitate sustainable investment and amending Regulation (EU) +2019/2088 (in the following EU-Taxonomy regulation). In terms of the materiality analysis, description +of management approaches and selected KPI it follows the GRI standards ("Core" option). A detailed +overview of all GRI indicators (GRI index) is available on our homepage. Further detailed information +that is referenced in this report does not form part of the combined management report itself. Provided +no explicit statements are made for the parent company, qualitative information within the meaning of +the combined management report applies to Deutsche Börse Group and the parent company Deutsche +Börse AG. In some cases, quantitative details concerning the parent entity are disclosed separately. +21 +21 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Reference to chapter in our integrated report +Financial statements and notes +This combined management report covers both Deutsche Börse Group and Deutsche Börse AG and +includes the combined non-financial statement. It follows the requirements of Handelsgesetzbuch (HGB, +German Commercial Code) and Deutscher Rechnungslegungs Standard Nr. 20 (DRS 20, German +Accounting Standard No. 20). The contents of the combined non-financial statement with the +exception of our carbon footprint, which are marked as unaudited +Remuneration Report +<3 +In the course of our materiality analysis, we continuously determine and evaluate the expectations and +requirements of relevant internal and external stakeholders. To this effect, we surveyed several internal +and external stakeholders in 2021. This process is aimed at identifying the issues required to +understand the Group's business performance, operating results, the situation of the company and the +impact of its activities on non-financial aspects. This enables us to identify opportunities and risks in our +core business activities at an early stage and define concrete action areas on this basis. +The combined non-financial statement describes the targets, activities, applied due diligence processes, +involvement of top management and other stakeholders, and the results of our concepts. The reporting +on our key topics follows our value creation process, which is explained in the chapter "How we add +value". For a schematic representation of the contents in line with the TCFD recommendations we refer +to our TCFD index on our homepage. All the topics identified in our materiality analysis are therefore +relevant for the further structuring of this report. For an overview of the parts of the non-financial +declaration (NFD), please refer to the table “Disclosures on the non-financial declaration pursuant to +Section 289b-e or 315b-c HGB". +We present the material topics and the related steering parameters in the sections "How we add value" +and "Our strategy and control parameters". This year the aspects "Environmental matters" and "Respect +for human rights" were identified as material for the first time. This was due partly to the results of our +stakeholder survey and the inclusion of ESG criteria for Executive Board remuneration, as well as +regulatory developments (e.g. Supply Chain Act in Germany). Regardless of this, the environment +remains a highly relevant topic for the structuring of specific products and services. Activities in this area +are described in more detail in the section "Our markets and customers". +Disclosures on the non-financial declaration pursuant to Section 289b-e or 315b-c HGB +Required disclosure pursuant § 289b-e or 315b-c HGB +Business model +Involvement of top management +Risks +Annual and consolidated financial statements +Environmental matters +Employee matters +Social matters +Respect of human rights +Further information +<3 +2. About this report +Further information +Pre-trading +Our business takes place in eight segments, which are organised as Pre-trading, Trading & clearing and +Post-trading. This structure is used for the internal Group controlling and forms the basis for our financial +reporting. +As one of the largest providers of market infrastructure worldwide, we offer our clients a broad range of +products and services. These cover the entire financial market transaction process chain: from the ESG +business, indices and analytical solutions (pre-trading), trading and clearing services and price and +reference data based on them (trading & clearing), and the settlement of transactions right through to the +custody of securities and funds, as well as services for liquidity and collateral management (post- +trading). We also develop and operate the IT systems that support all these processes. In addition to +securities, our platforms are used to trade foreign exchange, commodities and derivatives. +Deutsche Börse AG was established in 1992 and is a global company based in Frankfurt/Main, +Germany. It is the parent company of Deutsche Börse Group. Altogether, we have over 10,000 +employees from 109 nations working at 69 sites. +Business operations and Group structure +3. Deutsche Börse: Fundamental information about the Group +Further information +Remuneration Report +Financial statements and notes +Management report | Deutsche Börse: Fundamental information about the Group +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +22 +Our customers and markets +Combating corruption and bribery +Compliance - including measures against corruption and bribery +Capital Markets Academy +Remuneration Report +Financial statements and notes +Management report | About this report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Deutsche Börse: Fundamental information about the Group +Human rights matters +Our strategy and steering parameters +(+ description in the respective chapters) +Risk management +None +Climate strategy and reporting +Our employees +Our Stakeholder Engagement +ESG: Commitment and opportunity for Deutsche Börse +Product matters (as additional aspect) +Management report +3,285.6 +Determination of actual value Net revenue +This represents a target achievement of 106.62 per cent in the market expectation component of net +revenue. +Target achievement Net revenue +Target value €m +Actual value €m +Deviation % +Target achievement % +Target achievement curve Net revenue +Target achievement (%) +200 +€m +0 +3,509.5 +-223.9 +2,774.4 +(85%) +0.66 +106.62 +3,264 3,285.6 +(target) +3,590.4 +(110%) +Net revenues (€m) +Target achievement for the growth component of net revenue +The growth component establishes a link between the focus on absolute growth, on the one hand, and +investor expectations, on the other. This incentivises both internal and external growth expectations in +order to sharpen the focus on strategic growth. The indicator net revenue as reported is used for the +growth component, which includes any M&A effects. +295 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Net revenue 2021 +Actual value +"As reported" +Adjustments +3,264.0 +3,285.6 +106.62 +100 +1/3 +<3 +Profitability +Growth +Performance criteria/aspect +component +Remuneration +<3 +Strategic alignment +Remuneration Report | Remuneration Report +Further information +Financial statements and notes +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +291 +The performance criteria and other important aspects of the performance-based remuneration +components address the core pillars of the corporate strategy "Compass 2023". The following chart +illustrates the close link between the corporate strategy and the performance criteria and key aspects of +the performance-based remuneration. +In accordance with recommendation G.8 GCGC, targets and reference parameters set by the Supervisory +Board for performance-based remuneration components for each upcoming financial year may not be +changed retrospectively. +Performance-based remuneration components account for the majority of the Executive Board members' +remuneration. Performance-based remuneration comprises a Performance Bonus and Performance +Shares. The performance-based remuneration components are mostly assessed on a multi-year basis to +ensure the sustainable long-term development of Deutsche Börse AG. They are also mostly share-based, +which aligns the interests of the Executive Board and the shareholders. Performance-based remuneration +is largely calculated on the basis of long-term performance by measuring various performance criteria +over five years (Performance Shares and performance-based restricted stock: one-year performance +period plus four-year blocking period). The cash portion of the Performance Bonus (annual payout) is +the only short-term element of the performance-based remuneration. The performance criteria include +both financial and non-financial targets. In order to systematically pursue the idea of pay for +performance, the performance criteria are ambitiously set. In order to take a holistic approach to the +company's success, different performance criteria are used for the Performance Bonus and Performance +Shares. +Sustainability +Performance-based remuneration components +Performance +Bonus +EBITDA +✓ +Shareholder +interests +✓ +ESG targets +EPS +Relative TSR +Five-year performance period +Performance Shares +Performance +Shares +Restricted Stock +Individual targets (incl. ESG targets) +✓ +Growth component +Market expectation component +✓ +Net revenue +As the core principle of Executive Board remuneration at Deutsche Börse AG, the focus is always on pay +for performance. The following overview illustrates this for an ordinary Executive Board member using +three performance scenarios to highlight the connection between target achievement and amount of +direct remuneration: +3.2 +6,969.3 +2020 +2021 +Present value of +pension commitments +IAS 19 +Service cost +Replacement rate +Pensionable income +<3 +Retirement benefits (defined benefit pension system) +Further information +Remuneration Report | Remuneration Report +Financial statements and notes +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Financial statements and notes +2021 +7,354.1 +2020 +2020 +€ thous. +2020 +2021 +€ thous. +€ thous. +514.8 +502.1 +50.0 +50.0 +500.0 +500.0 +€ thous. +% +% +€ thous. +€ thous. +Executive Board member +Thomas Book +2021 +292 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +50% +<3 +Individual targets +(including ESG targets) +(Market expectation & absolute growth year on year) +EBITDA +(Market expectation & absolute growth year on year) +Net revenue +Overall target achievement (0-200%) +1/3 ++ ++ +1/3 +Target +amount +Performance Bonus +Remuneration Report | Remuneration Report +Further information +50% +Financial statements and notes +Cash +4-year- +blocking +Further information +Remuneration Report | Remuneration Report +Financial statements and notes +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +294 +The target value determines the lower limit, which is 85 per cent of the target value and so €2,774.4 +million for the 2021 financial year. The upper limit is 110 per cent of the target value and so €3,590.4 +million. +To calculate target achievement for the market expectation component of net revenue, a target value is +set by the Supervisory Board before the financial year begins. The target value set by the Supervisory +Board is based on capital market consensus. In this way the Supervisory Board ensures that the target is +in line with investors' expectations for the upcoming financial year. For the 2021 financial year, the +Supervisory Board set a target value of €3,264.0 million. +Target achievement for the market expectation component of net revenue +The target achievement for the market expectation component and the target achievement for the growth +component are added to calculate the target achievement for the net revenue performance criterion. +The basis is net revenue as reported in the consolidated financial statements. This consists of revenue +plus net interest income from banking business and other operating income, less volume-related costs. +Using net revenue as a performance criterion for the Performance Bonus is intended to incentivise the +desired growth in net revenue. This serves as the basis for all the other activities carried out by Deutsche +Börse AG and for its long-term, sustainable success. +Net revenue +Overall target achievement for the Performance Bonus is measured using the performance criteria net +revenue, EBITDA and individual targets. Target achievement of 0 per cent to 200 per cent is possible for +each performance criterion. +b. Performance criteria for the Performance Bonus +period +Restricted +Stock +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +293 +100% target achievement +Minimum target achievement +16% +31% +23% +26% +23% +23% +26% +32% +<3 +100% +Pay for Performance +Remuneration Report | Remuneration Report +Further information +Financial statements and notes +Maximum target achievement +Base salary +Performance Bonus (Cash component) +Performance Bonus (Restricted Stock) +A Performance Bonus with a certain target amount is agreed with each Executive Board member every +year, with target achievement being measured over the course of a financial year. In total, an overall +target achievement ranging from 0 per cent to 200 per cent is possible. This means that a complete loss +of the Performance Bonus is also possible. +The Performance Bonus is intended to set an incentive for the realisation of operational objectives which +are materially important to the long-term development of Deutsche Börse AG. For this reason, the +performance criteria include net revenue and EBITDA, financial indicators which are vital for the +successful execution of the "Compass 2023" growth strategy and create incentives for profitable growth. +Individual targets make it possible to differentiate performance according to the operational and strategic +responsibilities of the individual Executive Board members. At the same time, the individual targets allow +to guide the Executive Board as a whole, particularly in terms of achieving core strategic targets which +are essential for the implementation of the corporate strategy. +The Performance Bonus comprises, in equal parts, a cash portion and a share-based portion +(performance-based restricted stock). The target achievement and the resulting cash payout as well as +the amount to be invested in shares (performance-based restricted stock) are measured based on three +equally weighted performance criteria: net revenue, EBITDA and individual targets. +a. Principles of the Performance Bonus +3.2.1 Performance Bonus +Performance Bonus (Cash component): 200% target achievement +Performance Bonus (Restricted Stock): 200% target achievement +Performance Shares: 250% target achievement +Performance Bonus (Cash component): 100% target achievement +Performance Bonus (Restricted Stock): 100% target achievement +Performance Shares: 100% target achievement +To calculate target achievement in the market expectation component, the net revenue as reported, +which amounted to €3,509.5 million in 2021, is adjusted for M&A transactions not included in the +target setting. This ensures that the target achievement is measured by reference to the target set. Net +revenue for the measurement of target achievement was reduced by €-223.9 million in the 2021 +financial year to reflect the takeover of ISS, which was not included in the target set. On this basis the +actual value was €3,285.6 million. +Performance Bonus (Cash component): 0% target achievement +Performance Bonus (Restricted Stock): 0% target achievement +Performance Shares: 0% target achievement +target achievement +Maximum +100% target achievement +target achievement +Minimum +Scenario +■Performance Shares +Details +Remuneration Report | Remuneration Report +300 +<3 +1,100.0 +Restricted +Stock +1,100.0 +Individual +Restricted +Net revenue +EBITDA +targets +Total +134.22 +170.92 +145.0 +150.05 +Cash +1,650.6 +Stock +1,650.6 +Christoph Böhm +560.0 +Theodor Weimer +560.0 +Cash +component +Payout amount in €thous. +The performance of all ordinary Executive Board members was measured in terms of their contribution +to effective collaboration across all divisions to promote innovation, agility and overall corporate results. +Collective targets for the Executive Board included managing business activities with regard to +regulations applicable to the entire Group, and to ongoing legal proceedings. In particular, the Executive +Board had to manage business activities so as to comply with the wide-ranging and diverse regulatory +and legal requirements and to make improvements where necessary. A quantitative assessment of this +performance by the Supervisory Board was also required. +The Nomination Committee and the Supervisory Board both discussed the individual targets in detail. A +decision on the target achievement was taken on the basis of a detailed presentation and assessment of +the Executive Board's collective and individual performances. +299 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +c. Overall target achievement for the Performance Bonus 2021, payable in 2022 +Half the amount of the Performance Bonus resulting from the overall target achievement is paid out in +cash and half is invested in restricted stock in the amount of the net payout. The cash payout is made at +the latest with the regular salary payment for the calendar month following the approval of the +consolidated financial statements. The performance-based restricted stock increases the long-term +incentive effect of the Performance Bonus and aligns the interests of the Executive Board even more +closely with those of shareholders. Restricted stock is subject to a four-year blocking period in line with +recommendation G.10 GCGC. The Executive Board member can only dispose of the stock freely after +this four-year period. +The following table shows the target achievement and payout amounts for each Executive Board +member: +Overview of Performance Bonus 2021 +Target amount € thous. +Target achievement % +Executive Board +member +Heike Eckert was set the individual target for the 2021 financial year of ensuring an effective +compliance function in line with a quantitative assessment by the Supervisory Board and effective HR +work. An additional target for her was to refine and implement the HR strategy of Deutsche Börse Group. +134.22 +100.0 +Stephan Leithner +560.0 +560.0 +134.22 +170.92 +130.0 +812.3 +812.3 +Gregor Pottmeyer +560.0 +560.0 +134.22 +170.92 +110.0 +138.38 +774.9 +774.9 +715.0 +170.92 +715.0 +110.0 +135.05 +756.3 +756.3 +Thomas Book +516.7 +516.7 +134.22 +170.92 +110.0 +138.38 +715.0 +715.0 +Heike Eckert +516.7 +516.7 +134.22 +170.92 +138.38 +3.2.2 Performance Shares +The performance of Thomas Book and Stephan Leithner was measured, in particular, by reference to +their business results. These were assessed in terms of the achievement of predefined financial targets. +For Christoph Böhm, CIO and COO, the Supervisory Board set the target of an effective IT organisation +as determined by a quantitative assessment, and the elaboration of a new IT strategy in line with the +corporate strategy "Compass 2023". +1,898.0 +1,979.7 +4.3 +143.05 +0 +1,613.3 +1,898.02 +1,979.7 +(85%) +(target) +2,087.8 +(110%) +EBITDA (€m) +297 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +1,979.7 +Further information +100 +200 +Further information +Further information +<3 +To calculate the target achievement for the market expectation component, EBITDA as reported, which +was €2,043.1 million in the 2021 financial year, is adjusted firstly for the financial effects of any non- +budgeted M&A transactions in the year of the legally binding agreement on the respective M&A +transaction, and secondly for any material extraordinary non-recurring effects that were not or not fully +budgeted for, and which were not caused by the current Executive Board. EBITDA for the measurement +of target achievement was reduced by €–63.4 million in the 2021 financial year to reflect the takeover +of ISS, which was not included in the target set. On this basis, the actual value was €1,979.7 million. +Determination of actual value EBITDA +"As reported" +Adjustments +Actual value +EBITDA 2021 +€m +2,043.1 +-63.4 +This represents a target achievement of 143.05 per cent in the market expectation component of +EBITDA. +Target achievement EBITDA +Target value €m +Actual value €m +Deviation % +Target achievement % +Target achievement curve EBITDA +Target achievement (%) +143.05 +Gregor Pottmeyer as CFO was tasked with ensuring an effective and efficient CFO organisation in line +with a quantitative assessment by the Supervisory Board. +<3 +As in the net revenue criterion, the growth component of EBITDA ensures that the focus on absolute +growth is maintained, in addition to the target based on investor expectations. To measure the target +achievement for the growth component of EBITDA, the actual percentage change in EBITDA compared +with the previous year's EBITDA is multiplied by three. +170.92 +Individual targets +The individual targets are set by the Supervisory Board for each Executive Board member for the +upcoming financial year (or for the remainder of the year if the member is appointed in the course of the +year). Individual targets may be defined for multiple or all Executive Board members together. When +setting individual targets, the Supervisory Board ensures that they are demanding and quantifiable. To +ensure this is the case, concrete figures or expectations are defined for the target achievement. To avoid +any dilution of the incentive effect, each Executive Board member has no more than four targets per +financial year. +The targets are derived from the corporate strategy and include its implementation. Strategic projects and +initiatives can be used, as can operating measures that serve directly or indirectly for the implementation +of the corporate strategy. +Individual targets should contribute to an implementation of the corporate strategy as well as the long- +term, sustainable development of Deutsche Börse AG. Targets can be based on both financial and non- +financial indicators. ESG targets are also potential individual targets. By defining financial and non- +financial targets and measuring their achievement, the Supervisory Board ensures that the +implementation of the corporate strategy is advanced and pursued sustainably, and that a holistic +approach is taken to the success of Deutsche Börse Group. +Four individual targets were defined for all Executive Board members at the start of the 2021 financial +year. +298 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +In accordance with the Deutsche Börse AG corporate strategy "Compass 2023", which also provides for +a higher proportion of inorganic growth, the initiation and implementation of M&A, including post- +merger integration, was agreed as a target for the CEO Theodor Weimer, for the CFO Gregor Pottmeyer +and for the Executive Board members Thomas Book and Stephan Leithner. For Thomas Book and +Stephan Leithner the target was limited to their respective divisions Trading & Clearing and Pre- and +Post-Trading. +Other individual targets for the CEO Theodor Weimer, which were defined according to a quantitative +assessment, were the acceptance and quality of implementation of “Compass 2023", and the reputation +of Deutsche Börse Group. +The ordinary Executive Board members were set the following specific targets for their area of +responsibility. +27.88 +Target achievement for the growth component of EBITDA +9.29 +2,043.1 +To determine the growth component of EBITDA, EBITDA as reported may only be adjusted for any +material extraordinary non-recurring effects that were not or not fully budgeted for, and which were not +caused by the current Executive Board. +Whereas EBITDA in the 2020 financial year was €1,869.4 million, the figure in the 2021 financial year +was €2,043.1 million, which is an increase of 9.29 per cent. This means the target achievement for the +2021 financial year in the growth component of EBITDA was 27.88 per cent. +Adding the target achievement for the market expectation and growth components gives a total target +achievement for EBITDA of 170.92 per cent in the 2021 financial year. +Target achievement EBITDA 2021 +EBITDA +Growth component +Market expectation +component +Target achievement +EBITDA 2021 +% +€m +EBITDA 2020 +€m +Change +% +Target +achievement +% +Total target +achievement +EBITDA +% +143.05 +1,869.4 +Executive Board members were granted the Performance Share Plan (PSP) Tranche 2021 at the +beginning of the 2021 financial year. The performance period for the PSP Tranche 2017 also ended at +the close of the 2021 financial year. Other PSP tranches have also been granted in recent years, for +which the performance periods are still ongoing. +145.05 +Management report +Total target +achievement +Net revenue +% +% +3,509.5 +3,213.8 +9.20 +27.60 +To measure the target achievement for the growth component of net revenue, the actual percentage +change in net revenue compared with the previous year's net revenue is multiplied by three. +134.22 +EBITDA +The basis is EBITDA as reported in the consolidated financial statements. This stands for earnings before +interest, tax, depreciation, amortisation and impairment losses. One of the main pillars of the corporate +strategy, alongside absolute growth, is the profitability of this growth. To reflect this strategic relevance, +EBITDA has been established as a key indicator for the purpose of managing Deutsche Börse AG and +implementing the corporate strategy, and thus serves as a performance criterion for the Performance +Bonus. +The target achievement for the market expectation component and the target achievement for the growth +component are added to calculate the target achievement for the EBITDA criterion. +Target achievement for the market expectation component of EBITDA +To calculate target achievement for the market expectation component of EBITDA, a target value is set by +the Supervisory Board before the financial year begins. The target value is determined by multiplying the +EBITDA margin in the previous year by the target value for the performance criterion net revenue for the +upcoming financial year, as described above. For the 2021 financial year, the Supervisory Board set a +target value of €1,898.0 million. +Remuneration Report | Remuneration Report +Financial statements and notes +The target determines the lower limit, which is 85 per cent of the target value and so €1,613.3 million +for the 2021 financial year. The upper limit is 110 per cent of the target value and so €2,087.8 million +for the 2021 financial year. +Target +achievement +Change +% +Net revenue +2020 +€m +Net revenue +2021 +€m +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Whereas net revenue in the 2020 financial year was €3,213.8 million, the figure in the 2021 financial +year was €3,509.5 million, which is an increase of 9.20 per cent. This means the target achievement +for the 2021 financial year in the growth component of net revenue was 27.60 per cent. +Adding the target achievement for the market expectation and growth components gives a total target +achievement for net revenue of 134.22 per cent in 2021. +Target achievement Net revenue 2021 +296 +Market expectation +component +Target achievement +% +106.62 +Growth component +Net revenue +obligation +to acquire +|| +period +performance +five-year +Shares over +of virtual +Performance +Development +☑ +Payout in +cash with +Employee satisfaction +Overall, a target achievement of 142.64 per cent was determined for the performance criteria “Adjusted +Net Income Growth" for the PSP Tranche 2017. +Employee +satisfaction +External perspective +Financial year +Target achievement % +PSP Tranche 2021 +Target achievement ESG targets +The following table provides an overview of target achievements in the respective categories of ESG +targets: +The average target achievement in 2021 for the ESG targets was 174.82 per cent. +Target achievement for the ESG targets +<3 +Further information +Remuneration Report | Remuneration Report +Financial statements and notes +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Expansion of ESG +ESG targets +2021 +140.38 +The increase of 8.16 per cent represents a target achievement of 103.96 per cent for the 2021 financial +year. +In the 2021 financial year, the adjusted net income of Deutsche Börse AG rose from €1,204.3 million in +the previous year to €1,302.6 million, an increase of 8.16 per cent. It differs from unadjusted net +income (€1,209.7 million) by non-recurring effects due to organisational restructuring and M&A +activities. It was also corrected for the costs of litigation. +Adjusted Net Income Growth is the growth in the adjusted net income attributable to the shareholders of +Deutsche Börse AG for the corresponding financial year. The Supervisory Board determines the target +achievement degree for adjusted net income growth at the end of each financial year during the five-year +performance period, which is then locked in. The target achievement degree at the end of the +performance period in question is the average of the annual target achievement degrees for each of the +five years. Target achievement degrees may range between O per cent and 250 per cent. +Adjusted Net Income Growth +The close of the 2021 financial year marked the end of the five-year performance period for the PSP +Tranche 2017. The PSP Tranche 2017 was based on the remuneration system adopted by the +Supervisory Board with effect from 1 January 2016 and approved by the Annual General Meeting with a +majority of 84.19 per cent on 11 May 2016 (remuneration system 2016). Target achievement for the +PSP Tranche 2017 was measured on the basis of the equally weighted performance criteria “Adjusted +Net Income Growth" and "TSR Performance". +c. Overall target achievement and payout from the PSP Tranche 2017 +Determination of target achievement after close of financial year 2022 +Determination of target achievement after close of financial year 2023 +Determination of target achievement after close of financial year 2024 +Determination of target achievement after close of financial year 2025 +2024 +2025 +2023 +2022 +174.82 +120.00 +Average +CO2 neutrality +business +250.00 +188.89 +25% +EPS +Relative TSR +The relevant share price at grant for the PSP Tranche 2021, which was granted at the beginning of the +2021 financial year and ends at the close of the 2025 financial year, was €138.22. The individual +target amounts, the share price at grant, the number of virtual Performance Shares granted and the +potential maximum number of Performance Shares at the end of the performance period are shown for +the individual Executive Board members below: +Grant of the PSP Tranche 2021 +Number of +Target amount +Share price at grant +Executive Board member +Theodor Weimer +The PSP provides each Executive Board member with a number of so-called Performance Shares at the +beginning of every financial year. The number of these initial (virtual) Performance Shares is determined +by dividing the amount of the individual target remuneration in euros by the average XetraⓇ closing +price of Deutsche Börse shares in the calendar month preceding the start of the performance period. +€ thous. +1,300.0 +138.22 +Performance Shares +granted +9,406 +Maximum number of +Performance Shares possible +(250% target achievement) +23,515 +Christoph Böhm +560.0 +138.22 +4,052 +€ +10,130 +The Performance Share Plan supports the realisation of the growth-oriented corporate strategy, on the +one hand, through the selection of financial performance criteria. On the other hand, the inclusion of +ESG targets in the PSP emphasises a focus on Deutsche Börse AG's sustainable development. At the +same time, the five-year performance period encourages a focus, in particular, on the long-term +development of Deutsche Börse AG. +Performance period started +in financial year 2021 +2017 +2018 +2019 +2020 +2021 +2022 +2023 +a. General principles of the PSP Tranche 2021 +2024 +PSP tranche 2017-2021 (5 years) +PSP tranche 2018-2022 (5 years) +PSP tranche 2019-2023 (5 years) +PSP tranche 2020-2024 (5 years) +PSP tranche 2021-2025 (5 years) +Performance period ended +in financial year 2021 +2025 +Thomas Book +516.7 +138.22 +Remuneration Report | Remuneration Report +Further information +<3 +Target achievement regarding the final number of Performance Shares is determined after the end of a +five-year performance period. Overall target achievement for the Performance Shares is measured using +the performance criteria relative total shareholder return (TSR), earnings per share (EPS) and ESG +targets. The financial performance criteria each allow for a target achievement of 0 per cent to 250 per +cent, whereas the ESG targets allow for a target achievement of O per cent to 217.5 per cent. Target +achievement for the criteria relative TSR and EPS is measured at the end of the five-year performance +period. Target achievement for the ESG targets is determined and locked in at the end of every financial +year, however. Final target achievement for the ESG targets is measured at the end of the five-year +performance period using the average target achievement over the financial years. +The final number of virtual Performance Shares is determined by the overall target achievement for the +performance criteria over the five-year performance period, multiplied by the number of Performance +Shares initially granted. The final number of Performance Shares determined in this manner is multiplied +by the average XetraⓇ closing price for Deutsche Börse shares in the calendar month preceding the end +of the performance period, plus the dividends paid during the performance period. This represents the +total shareholder return of the Deutsche Börse share over the five-year performance period. The result of +the multiplication is the payout amount to acquire real shares. The payout amount from the Performance +Shares is capped at 400 per cent of the target amount. It is due no later than with the regular salary +payment for the calendar month following the approval of the consolidated financial statements after the +end of the respective performance period. +The Executive Board members are obliged to invest the entire amount of the payout after tax in shares of +Deutsche Börse AG. +Performance Shares +Financial statements and notes +Target +☑ +50% ++ +25% ++ +Performance period of five years +Overall target achievement (0-242%) +amount +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +301 +3,739 +9,348 +Heike Eckert +516.7 +138.22 +3,739 +9,348 +Stephan Leithner +560.0 +138.22 +4,052 +10,130 +Gregor Pottmeyer +560.0 +138.22 +4,052 +10,130 +309 +CO, neutrality +No reduction of CO, +emissions per work- +place (-20% target +achievement) +emissions per +workplace (+20% +target achievement) +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +b. Performance criteria for the PSP Tranche 2021 +Relative total shareholder return +The total shareholder return (TSR) of the Deutsche Börse share compared with the companies in the +sector-specific index STOXX® Europe 600 Financials over the five-year performance period provides an +external performance criterion that is aligned with the capital market. The relative TSR emphasises the +alignment of interests between Executive Board and shareholders and also integrates a relative +performance metric into the remuneration system. This creates a strong incentive to outperform the +relevant peer group over the long term. +Management report +The possible target achievement for the final number of Performance Shares from this 50 per cent- +weighted performance criterion ranges from O per cent to 250 per cent. By defining an ambitious target +achievement curve, which starts payout only after the median has been exceeded, the Supervisory +Board emphasises the pay-for-performance approach to Executive Board remuneration also with regards +to the total shareholder return. +Target achievement curve relative TSR +Target achievement (%) +250 +100 +50 +0 +50. +The detailed target achievement curve for relative TSR is as follows: +60. +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +target amount +Current Tranches Performance Shares +6.25% +5-year target with annual lock-in +6.25% +6.25% +6.25% +Logic +302 +Weighting +Growth in net revenue +from ESG products +Good results in +employee survey +Good results in three +leading independent +ESG ratings +Target +CO₂ neutrality +shares +Cap: +400% of +Achieve and maintain +CO₂ neutrality +90. +Relative TSR against index (Percentile rank) +The target achievement for the performance criterion relative TSR is disclosed at the end of the +performance period for the respective PSP tranche. +To measure target achievement, the reported EPS is adjusted for any amortisation of intangible assets, +purchase price allocations (PPA) and transaction costs in the case of large M&A transactions valued at +more than €1 billion. The PPA correction reflects the business model of Deutsche Börse AG and +potential M&A targets, since these typically only have minor tangible assets. Adjusting for transaction +costs means the Executive Board is not penalised by completing larger M&A transactions, which is in +line with the growth strategy by means of both organic and inorganic growth. +304 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +EPS CAGR over five years (%) +Further information +The target achievement for the performance criterion EPS and any adjustments are disclosed at the end +of the performance period for the respective PSP tranche. +ESG targets +ESG targets are the third performance criteria for the Performance Shares and are intended to further +encourage the sustainable development of Deutsche Börse Group. This underlines Deutsche Börse AG's +focus on a holistic approach to its corporate responsibility and ensures its sustainable success as a +company. +The ESG targets are defined on the basis of a catalogue of criteria with four categories: "External +perspective”, “Employee satisfaction”, “Expansion of ESG business” and “CO2 neutrality”. They reflect the +different ESG aspects and cover them holistically. +Overview ESG targets +Category +External view +<3 +18.75 +7.5 +0 +303 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +Earnings per share (EPS) +Earnings per share (EPS) is used as an internal financial performance criterion. The basis for the +criterion is EPS as reported in the consolidated financial statements. Alongside net revenue and EBITDA, +EPS is the third key indicator for measuring the successful implementation of the growth strategy. +Implementing EPS as a performance criterion for the Performance Shares incentivises long-term +profitable growth in this remuneration component too, and reflects Deutsche Börse AG's focus on +growth. Including EPS as a performance criterion for the Performance Shares also ensures that only +M&A that are successful in the long term are rewarded as any unsuccessful investments would have a +negative impact on EPS. +The performance of EPS is measured by its compound annual growth rate (CAGR) over the five-year +performance period. +The possible target achievement for the final number of Performance Shares from this 25 per cent- +weighted performance criterion ranges from O per cent to 250 per cent. The target defined by the +Supervisory Board is an EPS CAGR of 7.5 per cent p.a. over the performance period. The cap was set at +18.75 per cent p.a. and the floor at O per cent p.a. +The detailed target achievement curve for EPS is as follows: +Target achievement curve EPS +Target achievement (%) +250 +100 +0 +The targets in these four categories are clearly measurable and subject to specific target achievement +curves. To measure total target achievement for the ESG targets, the first step is to calculate the target +achievement in the four categories “External perspective", "Employee satisfaction”, “Expansion of ESG +business" and "CO2 neutrality” at the end of each financial year. These figures are then added on a +weighted basis and formally confirmed. At the end of the five-year performance period, the second step +is to measure total target achievement for the ESG targets by calculating the average of the annual target +achievements for ESG targets over the entire performance period. The possible total target achievement +for the final number of Performance Shares from this 25 per cent-weighted performance criterion ranges +from O per cent to 217.5 per cent. The annual target achievement for the ESG targets and the +achievement in the individual categories of ESG targets are disclosed at the end of each financial year. +305 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +308 +Growth of ESG net revenue p.a. (%) +25 +10 +0 +100 +250 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Target achievement (%) +The detailed target achievement curve for the category "Expansion of ESG business" is as follows: +The possible target achievement for the final number of Performance Shares from this 6.25 per cent- +weighted performance criterion ranges from O per cent to 250 per cent. The Supervisory Board has +defined a target value for growth in ESG net revenue of 10 per cent p.a., and set upper and lower limits. +The cap was set at 25 per cent p.a. and the floor at O per cent p.a. +A key part of Deutsche Börse AG's growth strategy is to expand its ESG business and continue to grow in +this area. The third ESG target is therefore growth in net revenue from ESG products and ESG services +(detailed comments on ESG products and services can be found in the section "Definition of our ESG net +revenue" of the combined management report). +<3 +Expansion of ESG business +Further information +Remuneration Report | Remuneration Report +Target achievement curve Growth of ESG net revenue +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Reduction of CO₂ +CO2-neutral +Not CO2-neutral +о +80 +100 +120 +200 +Target achievement (%) +Target achievement curve CO2 neutrality +The detailed target achievement curve for the category "CO₂ neutrality" is as follows: +As a further incentive to achieve CO2 neutrality, the target achievement is also subject to a sub-condition: +that CO2 emissions have to be reduced. If CO2 emissions are reduced, the target achievement in the +category "CO2 neutrality" is increased by 20 per cent. If this is not the case the target achievement is +reduced by 20 per cent. Since energy use in buildings accounts for a large share, CO2 neutrality is +calculated per workplace. +The possible target achievement for the final number of Performance Shares from this 6.25 per cent- +weighted performance criterion ranges from O per cent to 120 per cent. If CO2 neutrality is achieved, the +target achievement is 100 per cent. If it is missed, the target achievement is O per cent. +Another important ESG target is to achieve and maintain CO2 neutrality for Deutsche Börse Group. +CO2 neutrality +<3 +Further information +Financial statements and notes +Expansion of +ESG business +Management report +307 +99. +90. +75. +0 +100 +250 +Target achievement (%) +Average percentile in ESG ratings +Target achievement curve ESG ratings +The possible target achievement for the final number of Performance Shares from this 6.25 per cent- +weighted performance criterion ranges from O per cent to 250 per cent. The Supervisory Board has +chosen the 90th percentile as the target value and defined an upper and lower limit. The upper limit is +the 99th percentile and the lower limit the 75th percentile. +In the "External perspective" category the aim is to achieve good results in three leading independent +ESG ratings. Target achievement is based on the average ranking (percentile) in three leading +independent ESG ratings determined beforehand by the Supervisory Board. For the PSP Tranche 2021, +the Supervisory Board has chosen the ESG ratings from S&P, Sustainalytics and MSCI. +External perspective +<3 +Further information +Remuneration Report | Remuneration Report +Financial statements and notes +The detailed target achievement curve for the category "External perspective" is as follows: +306 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Basis: employee survey (%) +84.5 +71.5 +55.5 +0 +100 +250 +Target achievement (%) +Target achievement curve Employee survey +The detailed target achievement curve for the category "Employee satisfaction” is as follows: +The possible target achievement for the final number of Performance Shares from this 6.25 per cent- +weighted performance criterion ranges from O per cent to 250 per cent. The Supervisory Board has +defined a target value in the annual employee survey of 71.5 per cent approval, and set upper and +lower limits. The cap is set at 84.5 per cent approval and the floor at 55.5 per cent approval. +A sustainable HR policy is also part of Deutsche Börse AG's sustainability strategy. This particularly +includes a high level of employee satisfaction. To emphasise this, good results in the annual employee +survey are integrated as an additional ESG target. The survey is carried out by an independent external +provider. +Employee satisfaction +<3 +Further information +Remuneration Report | Remuneration Report +Financial statements and notes +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +The following overview shows the consolidated PSP tranches in the 2021 financial year: +310 +Further information +Remuneration Report | Remuneration Report +Financial statements and notes +Management report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +The following overviews show the individual target achievements over the performance period and the +target achievement curve: +<3 +678.5 +715.0 +299.8 +Performance Shares +Tranche 2016-2020 +0 +0 +Performance Shares +0 +0 +715.0 +Total remuneration +(section 162 AktG) +Pension expense +2,107.2 +502.1 +100.0 +Tranche 2017-2021 +(Restricted Stock) +299.8 +32.0 +32.0 +Performance Bonus +(cash component) +715.0 +678.5 +715.0 +299.8 +Performance Bonus +Multi-year variable +715.0 +33.9 +678.5 +33.3 +715.0 +34.0 +2,039.2 +514.8 +remuneration +100.0 +100.0 +100.0 +Base salary +2021 +2020 +2021 +2020 +€ thous. +% +€ thous. +% +€ thous. +% +€ thous. +% +720.0 +30.4 +Gregor Pottmeyer +(CFO) +(responsible for Pre- & Post-Trading) +Stephan Leithner +Remuneration awarded and due pursuant to section 162 AktG (part 3) +937.1 +299.8 +218.3 +Total remuneration (incl. +pension expense) +2,609.3 +2,554.0 +2,105.7 +345.0 +2,450.7 +317 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +1,155.4 +34.0 +33.9 +33.3 +Performance Shares +Tranche 2017-2021 +0 +0 +Total remuneration +(section 162 AktG) +Pension expense +4,861.7 +782.4 +100.0 +4,801.0 +1,126.8 +100.0 +2,261.1 +100.0 +351.8 +2,037.7 +386.7 +100.0 +0 +0 +0 +Performance Shares +Tranche 2016-2020 +Multi-year variable +remuneration +1,650.6 +34.0 +1,619.8 +33.7 +756.3 +5,644.1 +33.4 +31.0 +Performance Bonus +(Restricted Stock) +1,650.6 +1,619.8 +756.3 +631.2 +631.2 +715.0 +5,927.8 +2,424.4 +27.2 +1.3 +32.2 +1.5 +25.7 +1.2 +€ thous. +325.0 +12.5 +% +34.7 +1.3 +One-year variable +remuneration +715.0 +720.0 +678.5 +30.8 +650.0 +31.9 +650.0 +Remuneration awarded and due pursuant to section 162 AktG (part 2) +Thomas Book +(responsible for Trading & Clearing) +Heike Eckert +(responsible for HR & Compliance, +Director of Labour Relations; since 1 July 2020) +2021 +2020 +2021 +2020 +2,612.9 +€ thous. +€ thous. +% +€ thous. +% +Base salary +Fringe benefits +650.0 +30.9 +% +32.6 +16.0 +16.0 +5,063.0 +701.4 +75.03 +9,348 +188.82 +17,651 +141.35 +2,731.5 +Hauke Stars +Jeffrey Tessler +516.7 +75.03 +6,887 +188.82 +13,004 +141.35 +32,717 +188.82 +17,327 +€ thous. +at grant +€ +Shares +granted +Overall +target +achievement +Final +number of +Performance +Closing +price +141.35 +Payout +amount +Shares +€¹) +€ thous. +Carsten Kengeter +Andreas Preuss +1,300.0 +75.03 +% +Share price Performance +2,012.4 +75.03 +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +IV Supervisory Board remuneration in 2021 +1 +Remuneration system for the Supervisory Board +The remuneration system for the Supervisory Board of Deutsche Börse AG was adopted at the Annual +General Meeting 2020 by a majority of 99.25 per cent and took effect on 1 May 2020. +The remuneration system for the Supervisory Board consists of a fixed remuneration plus an attendance +fee. This is in line with the recommendation G.18 sentence 1 GCGC as amended on 16 December +2019. The structure of Supervisory Board remuneration, providing for fixed remuneration only, +strengthens the Board's independence and provides for a counterbalance to the structure of Executive +Board remuneration, which is mainly variable and aligned with Deutsche Börse Group's growth strategy. +Supervisory Board remuneration therefore contributes to the implementation of the business strategy, +and thus promotes Deutsche Börse Group's long-term development. +The members of the Supervisory Board receive fixed annual remuneration of €85 thousand (€70 +thousand until 30 April 2020). In accordance with recommendation G.17 GCGC as amended on 16 +December 2019, remuneration is increased for the Chair of the Supervisory Board and the Deputy Chair, +as well as for chairs and members of committees. Remuneration of the Chair is €220 thousand (€170 +thousand until 30 April 2020). Remuneration of the Deputy Chair is €125 thousand (€105 thousand +until 30 April 2020). Members of Supervisory Board committees receive additional fixed annual +remuneration of €30 thousand for each committee position they hold. The remuneration for members of +the Audit Committee is €35 thousand. Remuneration of committee chairs is €40 thousand and for the +Chair of the Audit Committee €75 thousand (€60 thousand until 30 April 2020). If a Supervisory Board +member sits on more than one Supervisory Board committee, only work on two of the committees is +remunerated. Remuneration is then paid for work on the two committees with the highest remuneration. +Supervisory Board members who only hold office for part of the financial year receive one-twelfth of the +fixed annual remuneration and, if applicable, of the remuneration payable for their membership of +committees, for each month or part-month in which they are members. The remuneration for any +financial year is due and payable as a one-off payment after the Annual General Meeting that accepts +the consolidated financial statements for the relevant financial year or decides on their approval. +Members of the Supervisory Board or a Supervisory Board committee receive an attendance fee of €1 +thousand for each Board or committee meeting that they attend in person, either as a member or as a +guest. Where two or more meetings are held on the same day or on consecutive days, the attendance +fee is only paid once. +After preparation by the Nomination Committee, the Supervisory Board examines on a regular basis +whether its members' remuneration is appropriate, given their tasks and the situation of the company. +For this purpose, the Supervisory Board conducts a horizontal market comparison, and may seek the +advice of an independent external expert. However, given the particular nature of the Supervisory +Board's work, the review of Supervisory Board remuneration does not generally include a vertical +comparison with the remuneration of employees of Deutsche Börse AG or Deutsche Börse Group. +Depending on the result of the comparative analysis and the Supervisory Board's assessment of this +result, the Supervisory Board may, jointly with the Executive Board, submit a proposal to the Annual +General Meeting for adjustments to Supervisory Board remuneration. Whether it does or not, the Annual +General Meeting votes not less than every four years on the Supervisory Board remuneration, including +the underlying remuneration system, in accordance with section 113 (3) AktG. A resolution may also be +passed confirming the current remuneration. +320 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +319 +An additional €2,335.7 thousand was paid in pension payments in the 2021 financial year to eleven +former Executive Board members who departed from the Executive Board before 2012. +In addition, further former Executive Board members received the following pension payments in 2021. +Frank Gerstenschläger, Executive Board member until 31 March 2013, received €211.8 thousand in +pension payments. Michael Kuhn, Executive Board member until 31 December 2012, received +€3,465.0 thousand in pension payments. The remuneration of these Executive Board members +therefore consists entirely of non-performance-based remuneration components. +7,420 +188.82 +14,011 +141.35 +2,168.2 +1) Plus dividends paid per share of €13.40 during the performance period +318 +556.7 +Deutsche Börse Group | Annual report 2021 +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +In addition, Mr Preuss received pension payments in the amount of € 437.8 thousand. Thus, 13.8 per +cent of the remuneration awarded and due to him consists of non-performance-based remuneration +components and 86.2 per cent of performance-based remuneration components. +All other former Executive Board members listed above were not awarded and due any remuneration in +2021 apart from the PSP Tranche 2017. Their remuneration therefore consists entirely of performance- +based remuneration. +Executive and Supervisory Boards +Target +amount +Former Executive Board +members +Number of +16.3 +Performance Bonus +(cash component) +812.3 +735.4 +774.9 +735.4 +Multi-year variable +remuneration +812.3 +34.3 +735.4 +33.3 +2,955.9 +65.9 +735.4 +17.3 +774.9 +33.3 +720.0 +631.2 +22.3 +1.0 +17.3 +0.8 +35.8 +3,010.1 +0.8 +0.8 +Fringe benefits +One-year variable +remuneration +812.3 +34.3 +735.4 +35.2 +66.9 +Performance Bonus +(Restricted Stock) +4,500.7 +100.0 +317.3 +Total remuneration (incl. +pension expense) +2,713.3 +2,586.4 +100.0 +4,806.4 +1) Payout is made in three equal instalments in the financial years 2021, 2022 and 2023. +2) Payout is made in three equal instalments in the financial years 2022, 2023 and 2024. +8.2 +Remuneration awarded and due to former Executive Board members +The close of the 2021 financial year marked the end of the performance period for the PSP Tranche +2017. For former Executive Board members, the PSP Tranche 2017 is paid out as a lump sum in the +year following the performance period. +The following table provides an overview of the main elements of the PSP Tranche 2017: +PSP Tranche 2017 +4,818.0 +720.0 +4,486.6 +319.8 +2,208.1 +378.3 +812.3 +735.4 +774.9 +735.4 +Performance Shares +Tranche 2016-2020 +0 +☐ +100.0 +0 +Performance Shares +Tranche 2017-2021 +2,181.0²) +Total remuneration +(section 162 AktG) +Pension expense +2,366.9 +346.4 +100.0 +2,274.7¹) +756.3 +Further information on the performance criteria and the target achievement for the PSP Tranche 2017 +can be found in the section “Overall target achievement and payout from the PSP Tranche 2017". +1,650.6 +14,094 +141.35 +2,181.0 +1) Plus dividends paid per share of €13.40 during the performance period +The PSP Tranche 2017 is paid out in three equal instalments from 2022 to 2024. The after-tax amount +of the payout must be invested in Deutsche Börse AG shares. Shares are purchased according to the +automated procedure described in point 4. +312 +188.82% +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +4. Share Ownership Guidelines +Share ownership guidelines apply to all Executive Board members, which require the Executive Board +members to invest a substantial amount in Deutsche Börse AG shares during their term of office. +The share ownership guidelines constitute a key element for aligning the interests of the Executive Board +even more closely with those of shareholders. They also align Executive Board remuneration more +closely with the strategic objective of Deutsche Börse AG's long-term success. The remuneration system +obliges the CEO to hold 200 per cent and ordinary Executive Board members 100 per cent of their +annual gross base salary in Deutsche Börse AG shares. Notwithstanding this rule, an earlier contractual +agreement obliges the current CEO to hold 300 per cent and the ordinary Executive Board members 200 +per cent of their annual gross base salary in Deutsche Börse AG shares. +Management report +Shares from the Performance Bonus and shares from the payout of Performance Shares are also taken +into account for the share ownership guidelines, in addition to shares held privately. +€ thous. +Closing +price¹ +€ +The following table provides an overview of the main elements of the PSP Tranche 2017: +PSP Tranche 2017 +Executive Board members +in office at 31 December +€ thous. +Target Share price +amount +at grant +€ +Payout +amount +Gregor Pottmeyer +75.03 +Number of +Performance +Shares +granted +7,464 +Overall +target +achievement +Final +number of +Performance +% +Shares +560.0 +The required shareholdings have to be acquired within a period of four years. +The purchase of shares under the Performance Bonus Plan and the Performance Share Plan and +purchases from private funds is carried out for Executive Board members by a service provider +determined by Deutsche Börse AG and engaged by the Executive Board member, which invests the +respective amounts in Deutsche Börse AG shares for the Executive Board member independently, +without any influence from the Executive Board member or the company. Shares are purchased during +the first four trading days in June of each year that are consecutive calendar days. +Share Ownership Guidelines +215% +200% +Gregor Pottmeyer +Required +Status quo +426% +Dr. Stephan Leithner +313 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +Deutsche Börse Group | Annual report 2021 +200% +67% +200% (to be fulfilled by December 31, 2023) +Dr. Theodor Weimer +Dr. Christoph Böhm +Dr. Thomas Book +Heike Eckert +0% +100% +200% +300% +400% +500% +200% +200% +200% +217% +300% +384% +Based on the target achievements in both performance criteria, the overall target achievement in the PSP +Tranche 2017 is 188.82 per cent. +Relative TSR against index (Percentile rank) +235.0 +79th +<3 +Net income growth +Target +achievement +% +% +100 +9.38 +17.00 +250.0 +10.26 +139.40 +8.93 +108.58 +111.25 +115 +133 +250 +1,619.8 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +Target achievement Net income +Financial year +2017 +2018 +2019 +2020 +2021 +Ø Target achievement +Target achievement curve Net income. +Target achievement (%) +8.16 +The shares held by Gregor Pottmeyer and Theodor Weimer were valued at 31 December 2018 and +31 December 2020, respectively. The share ownership guidelines were met as at these dates. The +shares held by Christoph Böhm, Thomas Book and Stephan Leithner were valued as of 31 December +2021. In these cases, the share ownership guidelines were also met. All Executive Board members, +apart from Heike Eckert, whose build-up period ends at 31 December 2023, are therefore compliant +with the share ownership guidelines. +103.96 +-10 +Target achievement in % +Target achievement curve relative TSR +Target achievement (%) +250 +235 +175 +Actual percentile +150 +50 +0 +50th +60th +<3 +70th 75th 79th 80th +100 +Target achievement relative TSR +Remuneration Report | Remuneration Report +Further information +Financial statements and notes +-5 +0 ++5 ++7.5 +10 ++15 ++20 +Adjusted net income growth (%) +TSR Performance +The relative total shareholder return (TSR) performance for Deutsche Börse shares is derived from +Deutsche Börse AG's ranking relative to the companies included in the STOXX® Europe 600 Financials +index. The ranking is measured on the basis of the TSR performance, which is calculated by comparing +the TSR at the beginning and end of the performance period. Possible target achievement ranges from 0 +per cent to 250 per cent. +Overall, a target achievement of 235.0 per cent was determined for the performance criteria "TSR +Performance" for the PSP Tranche 2017. +The following overviews show the target achievement for TSR performance and the target achievement +curve: +311 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +142.64 +Share Ownership Guidelines +Total remuneration (incl. +pension expense) +Status quo +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +Remuneration awarded and due pursuant to section 162 AktG (part 1) +Base salary +Fringe benefits +Management report +Theodor Weimer +<3 +Christoph Böhm +(CIO/COO) +2021 +2020 +2021 +2020 +(CEO) +€ thous. +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +In addition, the table shows the service cost for retirement benefit provision for the 2021 financial year +according to IAS 19 as part of the Executive Board remuneration. +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +8. Information on the amount of Executive Board remuneration in 2021 +316 +8.1 Remuneration awarded and due to current Executive Board members +The remuneration shown for the 2021 financial year consists of: +Base salary paid in the 2021 financial year +Fringe benefits received in the 2021 financial year +Performance Bonus determined for the 2021 financial year (cash portion), which will be paid +out in the 2022 financial year +Performance Bonus determined for the 2021 financial year (restricted stock), which will be +paid out and invested in the 2022 financial year +The following tables show the remuneration awarded and due to the individual Executive Board +members, including the relative share of the individual remuneration components pursuant to section +162 AktG. Remuneration awarded and due comprises all remuneration components for which +performance has already been measured, for which all conditions precedent and subsequent are met or +no longer apply, and which are vested at the close of the financial year. It is irrelevant whether the +payout has already been made in the 2021 financial year or occurs at the beginning of the 2022 +financial year. So for the one-year variable remuneration, for example, the Performance Bonus (cash +portion) for the 2021 financial year is shown, although the payout takes place at the beginning of the +2022 financial year. +% +€ thous. +% +2.7 +One-year variable +remuneration +1,650.6 +34.0 +1,619.8 +55.3 +33.7 +33.4 +631.2 +31.0 +Performance Bonus +Required +(cash component) +756.3 +1.3 +28.5 +1.3 +€ thous. +% +€ thous. +% +1,500.0 +30.8 +1,500.0 +31.3 +720.0 +31.9 +720.0 +35.3 +60.5 +1.2 +61.4 +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +Tranche of Performance Shares granted in 2017 and ended at the close of 2021, which will be +paid out in three equal parts in 2022, 2023 and 2024 +Executive Board members did not receive any benefits from third parties for their work on the Executive +Board in the 2021 financial year. +315 +Heike Eckert +200 +1,300.0 +1,408.9 +217 +200 +31 December 2021 +31 December 2021 +1,300.0 +433.3 +67 +31 December 2023 +Stephan Leithner +Gregor Pottmeyer +200 +1,440.0 +1,440.0 +200 +Percentage of +Amount +Executive Board member +base salary +€ thous. +Amount +€ thous. +Percentage of +base salary +End of build-up +period +Theodor Weimer +300 +4,500.0 +5,759.6 +384 +31 December 2020 +Christoph Böhm +200 +1,440.0 +Thomas Book +215 +Remuneration Report | Remuneration Report +Further information +6. +Information on severance payments +Early termination without good cause +<3 +4 +Financial statements and notes +In the event that an Executive Board member's contract of service is terminated early for a reason other +than good cause, any payments made to the Executive Board member may not exceed the remuneration +for the residual term of their contract of service, and may also not exceed the value of two total annual +remuneration payments (severance cap). The payment is calculated on the basis of the total +remuneration for the past financial year and, where appropriate, the expected total remuneration for the +current financial year. +6.2 Early termination for good cause +If the service contract is terminated early for a good cause for which the Executive Board member is +responsible or if an Executive Board member steps down before the end of the performance period +without good cause or without a corresponding agreement, any claims to the Performance Bonus and all +Performance Shares are forfeited. +6.3 Post-contractual non-competition clause +1,547.6 +A post-contractual non-competition clause applies to members of the Executive Board. This means that +the Executive Board members are contractually prohibited from acting for a competing company, or from +undertaking competing activities, for one year following the end of their service. Compensation of 75 per +cent of the base salary and 75 per cent of the most recent Performance Bonus is payable during the +non-compete period. Pension benefits and any severance payments are offset against the compensation. +In addition, 50 per cent of other earnings are deducted if these - together with the compensation - +exceed the Executive Board member's most recent remuneration. The company may waive the post- +contractual non-compete clause before the Executive Board member's contract of service ends. +7. Information on third-party benefits +The payouts for the Performance Bonus and the Performance Shares take place on the dates and +conditions originally agreed upon. Payouts are not made any earlier. In accordance with the +recommendation of the GCGC, an exception applies in cases in which the service contract ends early +because of permanent incapacity or any other illness or the death of the Executive Board member. In +these cases, the target amount of Performance Bonus and Performance Shares is paid out immediately. +Management report +6.1 +314 +31 December 2021 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +1,440.0 +3,067.1 +426 +31 December 2018 +5. +Recovery (clawback) and reduction (malus) of performance-based remuneration +200 +In cases of serious misconduct by an Executive Board member the Supervisory Board may reduce their +performance-based remuneration components (Performance Bonus and Performance Shares) partially or +fully (compliance malus). +If performance-based remuneration components have already been paid out the Supervisory Board can +in these cases also partially or fully recover the amounts paid (compliance clawback). +If performance-based remuneration components are determined or paid out on the basis of incorrect +data, e.g. incorrect consolidated financial statements, the Supervisory Board can correct the figure or +recover the remuneration components already paid out (performance clawback). +Any such clawback is limited to the calendar year during which the reason has occurred. The +Supervisory Board is entitled to assert a clawback claim even after an Executive Board member has left +the company, for a period of up to two years following termination of the service contract. Any claims for +damages remain unaffected by any clawback of performance-based remuneration. +There was no cause to apply the malus or clawback rules in the 2021 financial year, so the Supervisory +Board did not reduce or recover any performance-based remuneration. +Under certain circumstances the Supervisory Board may reduce performance-based remuneration +components that have not yet been paid (malus) or may claw back performance-based remuneration +components previously paid out (clawback). +54.5 +85.0 +Michael Rüdiger +79.0 +0.0 +4.0 +0.0 +0.0 +37.5 +0.0 +37.5 +0.0 +0.0 +56.7 +0.0 +65.0 +1.0 +43.3 +4.9 +Joachim Nagel +0.0 +24.8 +5.0 +0.0 +41.7 +70.3 +Peter Sack4 +105.0 +156.0 +5.0 +3.8 +6.0 +14.2 +185.0 +85.0 +5.0 +77.9 +Nikolaas Kruijssen +Cornelis Johannes +147.0 +153.4 +7.0 +55.3 +5.2 +60.0 +39.4 +60.4 +80.0 +55.4 +0.0 +8.0 +80.0 +55.0 +39.0 +2.1 +4.0 +100.0 +54.1 +105.0 +80.0 +43.8 +85.0 +Barbara Lambert +147.0 +140.9 +7.0 +5.7 +8.0 +60.0 +194.0 +20.2 +116.0 +Carsten Schäfer +20.0 25.1 +0.0 +71.1 +56.7 +Chong Lee Tan⁹ +195.3 +0.0 +188.2 +7.4 +14.0 +65.0 +31.7 +59.6 +118.3 +12.0 +3.0 +3.8 +0.0 +14.2 +Daniel Vollstedt +Achim Karle +49.9 +6.0 +4.0 +2.0 +30.0 +12.5 25.1 +80.0 +70.9 +35.4 +Gerd Tausendfreund¹º +0.0 +79.7 +60.9 +114.6 +Deputy Chairwoman) +Jutta Stuhlfauth (former +80.0 +57.4 +85.0 +Charles G. T. Stonehill +144.0 +133.9 +4.0 +0.7 +1.0 +60.0 +41.1 +55.0 +80.0 +58.2 +77.9 +60.0 +0.0 +40.6 +3.0 +113.0 +119.5 +3.0 +1.7 +2.0 +30.0 +27.2 +32.5 +80.0 +71.1 +85.0 +Clara-Christina Streit +132.0 +2.0 148.0 +2.0 +50.0 +144.0 +156.0 +4.0 +5.0 +0.0 +0.0 +33.4 +0.0 +0.0 +0.0 +70.8 +0.0 +Chairman)² +Joachim Faber (former +259.0 +312.0 +9.0 +0.0 +109.2 +Nadine Absenger +85.0 +80.0 +53.4 +88.3 +(Deputy Chairman)' +Markus Beck +120.0 +119.6 +5.0 +0.0 +0.0 +35.0 +28.9 +34.6 +80.0 +71.1 +3.9 +12.0 +80.0 +25.6 +2020 +2021 +Total remuneration +Attendance fee +Committee remuneration +Fixed annual remuneration +Remuneration awarded and due to the Supervisory Board pursuant to section 162 AktG +Remuneration awarded and due to Supervisory Board members is as follows: +2 Remuneration of Supervisory Board members +<3 +Further information +Remuneration Report | Remuneration Report +Financial statements and notes +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +2021 +62.1 +€ thous. +€ thous. +80.0 +170.0 +70.5 +220.0 +Martin Jetter (Chairman)¹ +€ thous. +2020 +2021 +€ thous. +% € thous. +€ thous. +2020 +2021 +2020 +€ thous. +% +€ thous. +% +37.5 +65.0 +15.0 +49.6 +Oliver Greie5 +0.0 +19.2 +0.0 +0.0 +0.0 +0.0 +26.0 +5.0 +0.0 +74.0 +14.2 +Anja Greenwood4) +82.0 +66.1 +165.0 +0.0 +27.2 +0.7 +1.0 +60.0 +41.2 +60.4 +80.0 +58.1 +85.0 +Susann Just-Marx +0.0 +75.0 +0.0 +6.7 +5.0 +0.0 +20.4 +146.4 +2.0 +5.0 +16.7 +0.0 +0.0 +0.0 +0.0 +15.0 +2.5 +0.0 +85.0 +14.2 +Katrin Behrens +70.3 +165.4 +11.0 +9.10 +0.0 +3.0 +Karl-Heinz Flöther +66.9 +37.5 +45.5 +75.0 +42.5 +51.5 +85.0 +Andreas Gottschling +127.0 136.3 +5.0 +1.6 +2.0 +51.3 +31.5 +40.0 +80.0 +85.0 +0.0 +Publication half-yearly financial report 2022 +5.0 +113.0 +5.8 +Chong Lee Tan (since 19 May 2021) +79.7 +0.0 +Daniel Vollstedt (since 17 November 2021) +119.5 +20.2 +Average +164.2 +154.7 +6.1 +Employees +Entire workforce +0.0 +Clara-Christina Streit +12.1 +132.0 +2,208.1 +2,366.9 +124.7 +937.1 +2,105.7 +3.3 +2,039.2 +2,107.2 +11.0 +2,037.7 +2,261.1 +20.2 +0.0 +Charles G. T. Stonehill +148.0 +Development of earnings +Net revenue of Deutsche Börse Group in €m +EBITDA of Deutsche Börse Group in €m +Cash EPS of Deutsche Börse Group +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Remuneration Report +Further information +<3 +The presentation of average employee remuneration and its development refers to all members of the +joint operation Frankfurt. The joint operation Frankfurt consists of Deutsche Börse AG and the following +entities: Eurex Frankfurt AG, Eurex Clearing AG, Eurex Repo GmbH, Eurex Securities Transactions +Services GmbH, Clearstream Holding AG, Clearstream Banking AG and Regulatory Services GmbH. As +for Executive Board and Supervisory Board remuneration, the average remuneration for the entire +workforce is total remuneration (including any bonuses and other fringe benefits). +VI Look ahead to 2022 from a remuneration perspective +The remuneration system for the Executive Board of Deutsche Börse AG was approved by a large +majority of shareholders at the Annual General Meeting 2021 and no changes are currently planned. On +the contrary, the Supervisory Board of Deutsche Börse AG sees this vote as a clear recommendation to +maintain the current remuneration unchanged and to apply it again in the 2022 financial year. This +applies particularly to the underlying performance criteria and the target achievement curves. +If shareholders have any criticism based on the application of the remuneration system, it will be noted +by the Supervisory Board and discussed in the course of its work in the 2022 financial year. In +accordance with the legal requirements of section 162 (1) sentence 2 no. 6 AktG, the remuneration +report for 2022 will also include comments on how the vote on the remuneration report at the Annual +General Meeting 2021 was taken into account. +Regardless of this, the current intention is to present a remuneration system for the Supervisory Board +with minor adjustments for approval at the Annual General Meeting 2022. It is only the conditions for +payment of the attendance fee that are intended to be changed. To reflect the greater use of electronic +communications technology to hold meetings of the Supervisory Board and its committees, the +attendance fee should also be paid for virtual attendance at meetings. This change also reflects +Deutsche Börse AG's increasingly sustainable and resource-efficient business practices. The fee should +also be paid for each day of meetings and not as previously for each block of meetings. +324 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Deutsche Börse Group | Annual report 2021 +7.2 +323 +2) Payout of the Performance Shares Tranche 2016 is made in three equal instalments in the financial years 2021, 2022 and 2023. +3) Average value on a full-time equivalent basis. +Net income of Deutsche Börse AG pursuant to HGB in €m +112.2 +112.7 +-0.4 +3,509.5 +2,043.1 +6.98 +3,213.8 +9.2 +1,869.4 +9.3 +6.07 +15.0 +943.3 +1,161.9 +-18.8 +1) Payout of the Performance Shares Tranche 2017 is made in three equal instalments in the financial years 2022, 2023 and 2024. +4) Average value takes into account only full-year committee members. +Remuneration Report | Auditors' Report +4,486.6¹ +-0.3 +4.9 +Michael Rüdiger (since 19 May 2020) +156.0 +105.0 +48.6 +136.3 +185.0 +127.0 +0.0 +16.7 +Katrin Behrens (since 17 November 2021) +-0.3 +120.0 +119.6 +Karl-Heinz Flöther +194.0 +Barbara Lambert +4.4 +-6.8 +Andreas Gottschling (since 1 July 2020) +165.0 +82.0 +101.2 +Anja Greenwood (since 17 November 2021) +19.2 +0.0 +Susann Just-Marx +146.4 +144.0 +1.7 +Achim Karle +153.4 +147.0 +Nadine Absenger +6.0 +156.0 +165.4 +Michael Kuhn (until 31 December 2012) +Andreas Preuss (until 31 October 2018) +Hauke Stars (until 30 June 2020) +-53.1 +10,788.5 +5,063.0 +Carsten Kengeter (until 31 December 2017) +0 +211.8 +211.8 +Frank Gerstenschläger (until 31 March 2013) +Former Executive Board members +Average³ +Gregor Pottmeyer +0.9 +3,004.3 +3,031.5 +3,465.0 +4,500.72 +3,460.3 +3,169.3 +Markus Beck (Deputy Chairman since 8 December 2021) +20.5 +259.0 +312.0 +Martin Jetter (Chairman since 19 May 2020) +Current Supervisory Board members +Jeffrey Tessler (until 30 June 2018) +-4.1 +2,260.9 +2,168.2 +-33.4 +3,021.0 +2,012.4 +-3.6 +3,286.6 +0.1 +Peter Sack (since 17 November 2021) +Further information +<3 +Executive Board members +Comparative presentation +Remuneration Report | Remuneration Report +Further information +Financial statements and notes +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Theodor Weimer +322 +Comparison of changes in the remuneration of Executive Board members, Supervisory Board +members and the remaining workforce, as well as in company earnings +V +<3 +Further information +Remuneration Report | Remuneration Report +Financial statements and notes +In accordance with section 162 (1) sentence 2 no. 2 AktG the following table shows changes in the +remuneration of Executive Board members, Supervisory Board members and the remaining workforce, +as well as in company earnings. +Christoph Böhm +Thomas Book +Heike Eckert (since 1 July 2020) +Annual General Meeting +26 July 2022 +19 October 2022 +Publication quarterly statement Q3/2022 +Deutsche Börse AG +1.3 +4,801.0 +4,861.7 +% +Change +2020 +€ thous. +€ thous. +2021 +<3 +Stephan Leithner +Management report +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +321 +10) Member of the Supervisory Board until 19 May 2021. +0.0 +0.0 +60.0 +41.4 +25.0 +80.0 +35.4 58.6 +Amy Yip 10 +0.0 +20.2 +0.0 +4.9 +1.0 +0.0 +24.8 +0.0 +18 May 2022 +60.4 +Total 1,577.6 60.4 1,455.8 +9) Member of the Supervisory Board since 19 May 2021. +8) Deputy Chairwoman of the Supervisory Board until 17 November 2021. +7) Member of the Supervisory Board until 30 June 2020. +6) Member of the Supervisory Board until 17 November 2021. +5) Member of the Supervisory Board from 19 May 2021 until 17 November 2021. +4) Member of the Supervisory Board since 17 November 2021. +3) Deputy Chairman of the Supervisory Board since 8 December 2021. +2) Chairman of the Supervisory Board until 19 May 2020. +1) Chairman of the Supervisory Board since 19 May 2020. +96.0 2,610.6 2,509.8 +3.6 +93.0 +958.0 +36.0 +940.0 +140.0 +Auditor's Report +Publication quarterly statement Q1/2022 +Financial calendar 2022 +Restriction on use +We issue this auditor's report on the basis of the engagement agreed with Deutsche Börse Aktienge- +sellschaft. The audit has been performed only for purposes of the company and the auditor's report +is solely intended to inform the company as to the results of the audit. Our responsibility for the +audit and for our auditor's report is only towards the company in accordance with this engagement. +The auditor's report is not intended for any third parties to base any (financial) decisions thereon. We +do not assume any responsibility, duty of care or liability towards third parties; no third parties are +included in the scope of protection of the underlying engagement. § 334 BGB [Bürgerliches Gesetz- +buch: German Civil Code], according to which objections arising from a contract may also be raised +against third parties, is not waived. +Frankfurt am Main, March 4, 2022 +PricewaterhouseCoopers GmbH +Wirtschaftsprüfungsgesellschaft +sgd. Marc Billeb +Wirtschaftsprüfer +(German Public Auditor) +The audit of the content of the remuneration report described in this auditor's report includes the +formal audit of the remuneration report required by § 162 Abs. [paragraph] 3 AktG, including the +issuance of a report on this audit. As we express an unqualified audit opinion on the content of the +remuneration report, this audit opinion includes that the information required by § 162 Abs. 1 and +2 AktG has been disclosed in all material respects in the remuneration report. +sgd. Dr. Michael Rönnberg +Wirtschaftsprüfer +326 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report +(German Public Auditor) +Reference to an Other Matter - Formal Audit of the Remuneration Report +according to § 162 AktG +In our opinion, based on the findings of our audit, the remuneration report for the financial year from +from January 1, to December 31, 2021, including the related disclosures, complies in all material +respects with the accounting provisions of § 162 AktG. +Audit Opinion +To Deutsche Börse Aktiengesellschaft, Frankfurt am Main +We have audited the remuneration report of Deutsche Börse Aktiengesellschaft, Frankfurt am Main, for +the financial year from from January 1, to December 31, 2021 including the related disclosures, which +was prepared to comply with § [Article] 162 AktG [Aktiengesetz: German Stock Corporation Act]. +Responsibilities of the Executive Directors and the Supervisory Board +The executive directors and the supervisory board of Deutsche Börse Aktiengesellschaft are responsi- +ble for the preparation of the remuneration report, including the related disclosures, that complies with +the requirements of § 162 AktG. The executive directors and the supervisory board are also responsi- +ble for such internal control as they determine is necessary to enable the preparation of a remuneration +report, including the related disclosures, that is free from material misstatement, whether due to fraud +Auditor's Responsibilities +Our responsibility is to express an opinion on this remuneration report, including the related disclo- +sures, based on our audit. We conducted our audit in accordance with German generally accepted +standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer +(Institute of Public Auditors in Germany) (IDW). Those standards require that we comply with ethical +requirements and plan and perform the audit to obtain reasonable assurance about whether the +remuneration report, including the related disclosures, is free from material misstatement. +An audit involves performing procedures to obtain audit evidence about the amounts including the +related disclosures stated in the remuneration report. The procedures selected depend on the auditor's +judgment. This includes the assessment of the risks of material misstatement of the remuneration +report including the related disclosures, whether due to fraud or error. In making those risk assess- +ments, the auditor considers internal control relevant to the preparation of the remuneration report +including the related disclosures. The objective of this is to plan and perform audit procedures that are +appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness +of the company's internal control. An audit also includes evaluating the appropriateness of accounting +policies used and the reasonableness of accounting estimates made by the executive directors and +the supervisory board, as well as evaluating the overall presentation of remuneration report including +the related disclosures. +We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis +for our audit opinion. +325 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report +Financial statements and notes +Remuneration Report | Auditors' Report +Further information +<3 +Further information | Acknowledgement | Contact | Registered trademarks +<3 +Acknowledgement +Published by +corporate.report@deutsche-boerse.com +Phone +49 (0) 69-2 11-1 79 80 +Publication date +11 March 2022 +The German version of this report is legally binding. +The company cannot be held responsible for any +misunder-standing or misinterpretation arising from +this translation. += +Reproduction in total or in part - only with the +written permission of the publisher +We would like to thank all colleagues and service +providers who participated in the compilation of this +report for their friendly support. +Registered trademarks +www.deutsche-boerse.com/dbg-en/meta/trademarks +Publications service +The annual report 2021 is both available in German +and English. +The annual report 2021 of Deutsche Börse Group is +available as pdf on the internet: +www.deutsche-boerse.com/annual report +327 +Financial Accounting & Controlling +E-Mail +25 April 2022 +Phone +49-(0) 69-2 11-1 24 67 +www.deutsche-boerse.com/sustainability +E-Mail +Deutsche Börse AG +60485 Frankfurt/Main +Germany +www.deutsche-boerse.com +Concept and layout +Deutsche Börse AG, Frankfurt/Main +Kirchhoff Consult AG, Hamburg +Photographs +onformative GmbH +Contact +Investor Relations +E-Mail ir@deutsche-boerse.com +Phone ++49-(0) 69-2 11-1 16 70 +www.deutsche-boerse.com/ir_e +Group ESG Strategy +group-sustainability@deutsche-boerse.com +or error. +www.deutsche-boerse.com +60485 Frankfurt am Main +Attract +36 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our customers and markets +Financial statements and notes +Remuneration Report +Further information +<3 +Product quality and customer satisfaction +Our Group growth strategy Compass 2023 (see "Our strategy and steering parameters") is intended to +make us more agile, ambitious and effective, and to sharpen our focus on the customer. By improving +our organisation, we aim to better address changing client needs and gradually realise unused potential +by means of a Group-wide approach to marketing, sales, innovation and product development. +Internally, we ensure product quality and customer satisfaction by means of functioning internal control +processes (see "Risk management”) and functioning IT security (see “Stable and secure markets”). +We carry our regular customer surveys for external quality assurance. One example is Clearstream's +client services survey. This survey aims to identify customer needs and prioritise and address +enhancement requests to further improve products and services. The results of this survey are taken up +by the Clearstream Management Committee, where concrete actions are taken to address customer +needs. In 2020 the surveys at EEX, Eurex, 360T and Clearstream were harmonised; they now also +include a standardised Net Promoter Score (NPS). The companies ask their customers how willing they +would be to recommend the service provider – with the aim of informing the Executive Board of the +respective group company and employees about the results shortly after the survey is completed. +37 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our employees +Financial statements and notes +Remuneration Report +Further information +8. Our employees +<3 +The commitment and skills of our employees are a vital cornerstone for Deutsche Börse Group. Together +with our corporate values of performance, reliability, integrity, openness and responsibility they define +our corporate culture and form the basis of our commercial success. For this reason we have an active +People strategy, promote diversity and inclusion, and systematically measure how attractive we are as an +employer. +People strategy +Working in its four strategic dimensions (Attract, Develop, Engage, Lead), our HR strategy aims to attract +talents, to develop them, to enable them to engage effectively and to continue their personal and +professional development. These four dimensions form the foundation for three long-term projects. With +these projects we aim to create a flexible and sustainable working environment that offers our employees +optimal working conditions. +In connection with the adoption of national policies for implementing the EU Directive on Corporate +Sustainability Reporting in effect since 2017, we took the opportunities offered by various meetings and +forums with representatives from politics, business and society to position our ESG Best Practice Guide +as a manual for companies affected by the legislation. The guide compiles internationally accepted +reporting methods, including examples of best practice, and its seven recommendations provide a +structured guide on how to deal intelligently and above all, efficiently, with the subject of sustainability in +capital market communications. It is therefore particularly suitable for small and medium-sized +enterprises and for reporting beginners. +ESG Best Practice Guide +Our activities and proposals to promote the transparency of capital markets aim to speed up penalty +proceedings, increase fines for infringements and to provide investors with transparent information about +the issuers concerned and the steps and sanctions that have been taken against them. +Furthermore, on 1 July 2021 a legal basis was also created by legislation that enables the management +of FWB to make public on the exchange website decisions on measures and sanctions against issuers +and others pursuant to section 22 (2) sentence 1 and 2 and section 42 (2) sentence 1 Börsengesetz +(BörsG, German Exchange Act). Eight announcements about sanctions imposed on issuers were +published on the exchange website up to 31 December 2021. +Remuneration Report +Further information +Transparent markets +<3 +On our markets prices, volumes and expectations become evident via supply and demand. Our goal is to +increase the transparency of our market participants from an issuer perspective while remaining a +neutral provider of market infrastructure. +To this end, we are pursuing the following measures: +Provide binding and non-binding transparency requirements +Incentives for companies to publish ESG information +For further information on our ESG products we refer to our homepage. +Mandatory transparency requirements +Section 42 (1) Börsengesetz (BörsG, German Exchange Act) authorises exchanges to impose additional +admission requirements and further notification duties upon equity issuers, for parts of the regulated +market. Frankfurter Wertpapierbörse (FWBⓇ, the Frankfurt Stock Exchange) used this authorisation in its +Exchange Rules (section IV, sub-section 2) to create the “Prime Standard" in 2003. One feature of the +Prime Standard is the special post-admission obligations, which are monitored by FWB, with any +breaches penalised by the exchange's Sanctions Committee. +Dimensions of our People Strategy +Over and above statutory requirements under the Wertpapierhandelsgesetz (WpHG, German Securities +Trading Act), Prime Standard issuers must submit their financial reports (annual and half-yearly reports), +as well as their quarterly statements for the first and third quarter, to FWB, in German and/or English +and within set deadlines. Annual financial reports for reporting periods beginning on or after 1 January +2020 also have to be sent to FWB in the European Single Electronic Format (ESEF). Moreover, Prime +Standard issuers must submit their calendars of material corporate events to FWB, hold an analysts' +conference at least once a year and publish any inside information in English as well as German. All +submissions to FWB must be carried out via the Exchange Reporting System (ERS®). This electronic +interface allows for efficient sorting and display of data, helping to spot any impending failure to meet a +deadline. This allows FWB to support issuers to fulfil their transparency duties in the best possible +manner by sending out e-mail reminders prior to each deadline. The FWB continues to rely on the +recommendations for action already developed in 2020 to address difficulties that occur in relation to +the impact of the COVID-19 pandemic on the issuer and have an impact on meeting deadlines for the +publication of financial reports. +35 +55 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our customers and markets +Financial statements and notes +Remuneration Report +Further information +<3 +Deutsche Börse Group also considers that it has an obligation to strengthen trust in the capital markets. +We have therefore decided to subject our regulations to an in-depth review and revision process +involving the various regulators. In this context, for instance, it was explicitly stipulated in the FWB +Exchange Rules that an issuer may not have applied for or be in insolvency proceedings when its shares +or certificates representing its shares are admitted to the Prime Standard. An issuer whose shares or +certificate representing its shares are admitted to the Prime Standard is therefore obliged to notify the +management of FWB without undue delay if any application is made to open insolvency proceedings for +its assets or any insolvency proceedings are opened. FWB management was also explicitly authorised to +revoke the admission to the Prime Standard of shares or certificates representing shares of an issuer +whose assets are subject to an application for insolvency proceedings or the insolvency proceedings +themselves. +FWB continues to use the recommendations developed in 2020 in the event of difficulties affecting +issuers in connection with the impact of the COVID-19 pandemic on compliance with the deadlines for +the publication of financial reporting. All reports and data submitted to FWB are subsequently available +at www.boerse-frankfurt.de/en, the exchange's website, under the respective issuer's name. Information +is thus accessible to interested investors in a compact, easy-to-find manner, creating a particular level of +market transparency within the Prime Standard segment. Submission via ERS allows for monitoring +fulfilment of transparency requirements - seamlessly and without delay. +68) +Because we want you to +have great new colleagues. +Develop +Because we care +about your growth. +Remuneration Report +Further information +Results of our annual "People Survey 2021" +Strategic Alignment & Organisational Framework +11% +Unfavorable +19% +Neutral +< +Team Effectiveness & Collaboration +Financial statements and notes +9% +70% +Favorable +11% +Neutral +80% +Favorable +Promotion of diversity and inclusion +Deutsche Börse Group operates around the world. At our 69 locations around the world we have over +10,000 employees from the most diverse cultural backgrounds. Our diversity is not only apparent in the +origins of our employees, however, but also in the breadth of professional expertise and the many other +differences that make up each individual personality in our team. +We are convinced that this diversity is decisive for our global success. We see the wealth of individual +characteristics and strengths as the key to fulfilling our corporate purpose. For this reason we strive to +create an inclusive working environment in which everyone feels welcome and where they feel +comfortable about contributing their ideas. +We are a signatory of the “Diversity Charter" and acknowledge our corporate social responsibility as +expressed in the Code of Conduct that applies throughout the Group. A public Diversity & Inclusion +statement in which we express our appreciation of all present and future employees and a Diversity & +Inclusion policy constitute further elements of our diverse and inclusive working environment. +We do not tolerate any discrimination, whether on the grounds of age, gender, physical or health +disability, sexual orientation and identity, ethnic origin or belief and irrespective of whether behaviour +among employees is concerned or the placing of orders with third parties. We have therefore +implemented processes designed to ensure equal treatment in the selection of personnel and enable the +Group to take prompt action whenever discrimination is suspected. No cases of discrimination requiring +further action were reported to our whistleblower system in 2021. +40 +Unfavorable +Financial statements and notes +Management report | Our employees +39 +Engage +Because you matter +to us. +Lead +Because all of us can +be role models. +Trust@Work: we create the +future of your working world. +MissionGrow!: we encourage +your development. +DigitizeHR: we make your +processes easier. +Trust@Work is intended to create the conditions for effective collaboration in a world of hybrid work +across team boundaries and projects. In this context we are working to develop a flexible working +environment, which will transform our offices into a space for collaboration, creativity and innovation. +This process is backed up by DigitizeHR, a project to fully digitise our operating HR processes. +MissionGrow! is our project for optimising development opportunities for our employees. We continue to +bank on transparency, equal opportunities and a culture of continuous feedback. +In order to create the right framework to implement the strategic objectives of our projects, we have +reorganised the HR department. A business partner team as well as a strategic concept and project team +have been added. We have also set up a global HR services team that is being expanded continuously. +38 +38 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Financial statements and notes +Remuneration Report +Further information +Employer attractiveness +<3 +We can only achieve lasting success if we attract top talents to Deutsche Börse Group and ensure they +are enthusiastic about working for us over the long term. In this spirit, we have redefined our employer +brand and defined our employer value proposition in the formula “Share value”. It conveys the message +that with us new talents become part of an international team that drives positive change and is +characterised by curiosity and an open mind. We welcome people from all different origins, age groups +and personal backgrounds, and want to give them the opportunity to grow with us. We achieve this with +a series of apprenticeships and training programmes. Internal courses - on cloud computing, agile +development methods and digitalisation, for example - are the logical continuation of these +apprenticeships and are supplemented by mentoring programmes and personality-based courses, on +communication, assuming responsibility and becoming a team player, for instance. +We expanded our existing range of specific training courses for our managers in 2021. These +programmes aim to support them in their role as providers of feedback and in personnel development. +Since 2021 we have also given managers the opportunity to take part in a 360 degree feedback. This +format enables managers to receive specific feedback on their strengths and areas for development from +employees, peers and their own managers. +Further information about participation by employees and managers in training and development +measures can be found in the table "Key data on Deutsche Börse Group's workforce as at +31 December 2021". +In our annual staff survey, the People Survey, which also deals with subjects such as understanding +strategy and teamwork, we got good marks for our attractiveness as an employer (85 per cent approval). +The largely positive feedback we have received here underlines how we stand for a working environment +which makes it easy for staff to reconcile their career and their private life, with flexible models for +working hours, allowances for child care, part-time degree courses and part-time work. For this purpose, +we survey the average value of the two topics Strategic Alignment & Organisational Framework and +Team Effectiveness & Collaboration annually. Our goal is to achieve a value of more than 71.5 per cent. +In 2021, we achieved a value of 75 per cent. +The following graph "Results of our annual People Survey 2021" shows what employees think about the +subjects of understanding strategy and teamwork. +Management report | Our employees +Management report | Our customers and markets +Deutsche Börse Group launched a segment for green bonds - bonds issued to raise capital for projects +with climate and environmental benefits - on the Frankfurt Stock Exchange in November 2018. This +segment currently comprises 315 bonds that meet international standards such as the Green Bond +Principles of the International Capital Market Association. They include the use of issue proceeds, the +project selection process, management and ongoing reporting. The new segment caters to the demand +for sustainable financing, which is rising all over the world. Investors who care not only about the +economic, but also the ecological return of their investments can find bonds with the right strategy at +www.boerse-frankfurt.de > Bonds > Green Bonds. The bonds included in Deutsche Börse's segment +are admitted for trading at various European stock exchanges, including the Frankfurt Stock Exchange. +Deutsche Börse Group | Annual report 2021 +2020 +Total assets under management in ETFs based on Qontigo indices +Assets under management in ETFs based on Qontigo ESG indices +€bn +117.9 +100.4 +€m +1,383.6 +399.3 +Number of calculated indices +Number +Executive and Supervisory Boards +11,161 +thereof ESG +Number +2,051 +1,605 +Listed companies +thereof in Prime Standard +Total issue proceeds for bonds +Issue proceeds for green bonds +Number +490 +13,000 +Selected information about our markets +As a provider of market infrastructure we consider that it is our fundamental responsibility to support the +stability and economic success of capital markets. We fulfil this responsibility in part by keeping our +systems available and secure, and meet the expectations of our clients, who trust us to provide stable +secure trading platforms. Furthermore, we ensure that markets are transparent by means of our data and +analytics services, along with our listing rules and guidelines. In this area, we make a distinction +between mandatory requirements and non-binding guidelines for issuers. This chapter reports on these +aspects and refers to individual ESG products where appropriate. +<3 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our strategy and steering parameters +Financial statements and notes +Remuneration Report +Further information +Steering parameters for our economic situation +<3 +The most important key performance indicators for the management of our economic situation are net +revenue and EBITDA, since these are vital for the successful execution of our growth strategy and set +incentives for profitable growth. The basis is net revenue in the consolidated financial statements. This +consists of sales revenue plus the treasury result from banking and similar business as well as other +operating income, less volume-related costs. The strategic focus on growth means that net revenue is +very important for our Group. One of the most important pillars of the corporate strategy, in addition to +absolute growth, is the profitability of this growth. To indicate this strategic relevance, EBITDA is one of +the core metrics for controlling our Group and implementing the corporate strategy. EBITDA stands for +earnings before interest, tax, depreciation and amortisation and as such reflects our profitability. It is a +common indicator for measuring profitability. Another key financial control criterion is earnings per share +before purchase price allocations (Cash EPS), since all profit and loss effects are reflected in this +indicator and it can therefore be used to measure the successful implementation of the growth strategy. +ESG net revenue³ is the indicator for the ESG business in the context of our growth strategy. The aim is +to keep expanding the ESG business and continue our growth in this area. Therefore, we are aiming for +annual growth of 10 per cent in our net revenue from ESG products. (see chapter "Our economic +situation"). +Steering parameters for our social environment +Our objective is to become climate-neutral on a net basis by 2025. All our efforts will be reviewed by the +Science Based Target initiative (SBTI) by the end of 2023. We ensure the climate-neutrality of our Group +by avoiding at least 70 per cent of our CO2 emissions per workspace by 2022 and compensate for the +remaining emissions by means of emissions reduction projects (see chapter “Our social environment”). +Outside-in steering parameters: Ratings +We also include the results of our credit and ESG rating agencies as additional steering parameters. This +outside-in view serves as an external evaluation of our actions as well as our results and plans. +Therefore, the outside-in view is an important steering function for us. +In terms of credit ratings, we aim at Group level for a net debt/EBITDA ratio not exceeding 1.75 and free +funds from operations (FFO) relative to net debt greater than or equal to 50 per cent, in order to achieve +the “minimum financial risk profile" consistent with the current AA rating in accordance with S&P Global +Ratings methodology. In addition, an interest coverage ratio of at least 14 is targeted for Deutsche Börse +Group using this methodology. For further information see credit ratings. +In terms of ESG ratings, our aim is to achieve a place in the 90th percentile in three leading +independent ESG ratings (S&P, Sustainalytics, MSCI). In addition to the actual ESG rating, we therefore +monitor the development of our ESG ratings very closely, in order to systematically identify and realise +potential for improvements over the years. For further information see our stakeholder engagement. +3 ESG net revenue according to the internal definition of Deutsche Börse Group - see "Definition of our ESG net revenue". +31 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our customers and markets +Financial statements and notes +Remuneration Report +Further information +7. Our customers and markets +498 +Number +2021 +316 +System stability and availability +The availability of our client-focused trading systems is an important indicator of the overall quality that +we achieve when developing and operating our systems. Deutsche Börse AG operates its trading +systems for the cash and derivatives markets as redundant server installations, distributed across two +geographically separated, secure data centres. Should a trading system fail, it would be operated from +the second data centre. Together with clients, Deutsche Börse successfully simulated this scenario in +2021 - as well as the impact of local disruptions - within the scope of the FIA Test (the annual +disaster recovery exercise conducted by the Futures Industry Association). As of the reporting year, this +kind of disaster recovery test is carried out after every larger software release. Other disruptions, such +as workstation malfunctions or personnel failures, were also tested. The COVID-19 pandemic has also +meant that the emergency workstations have been permanently in use since March 2020. +Our multiple testing of software, its verified roll-out and the seamless monitoring of servers, network +and applications has brought availability back up to 99.9 per cent. For 2022, we plan additional steps +to even further increase our fault tolerance. +Information security +Our approach to avoiding attacks on IT systems and their data is based on a model with three lines of +defence. The first line of defence is located in the IT organisation and the business units, the second is +in the risk management function. This division of responsibility enables effective control mechanisms +and avoids conflicts of interest when managing information security. The internal audit function is the +third line of defence and independently monitors the two forward lines (see “Risk management"). +In the course of their mandates and responsibilities, the managers responsible for the first and second +lines of defence report to the relevant Executive Board members and governing bodies, such as the +Group Risk Committee (at least quarterly). At least once a year both lines of defence report to the entire +Executive Board and to the Risk and Technology Committee of the Supervisory Board. +In order to maintain the integrity of our Group's data, and in order to mitigate and control the risks, we +are continuously implementing measures to increase information security. They include regular threat +analysis, for example, and the systematic testing of our applications for vulnerabilities. The aim is +proactively to make procedures, applications and technologies against cybercrime and other potential +attacks more robust by adapting them to the current threats and regulatory requirements. The foundation +for this is a set of policies and processes together with specific control measures based on the +international information security standard ISO/IEC 27001. +33 +333 +Executive and Supervisory Boards +<3 +Management report | Our customers and markets +Remuneration Report +Further information +<3 +The information security function checks that the requirements with regard to information security and +information security risk management are adhered to; it also monitors the systemic integration of and +compliance with security policies in the context of product and application development. The Group +operates a situation centre (Computer Emergency Response Team, CERT), which detects and assesses +threats from cybercrime at an early stage, and coordinates risk mitigation measures in cooperation with +the business units. Across the Group we also operate a programme to sensitise our employees to the +responsible handling of information, raise their awareness of information security aspects and report +security incidents promptly to the CERT. All in all, our security approach includes overall measures in +accordance with ISO/IEC 27001 covering both the development phase and the operational phase. +Furthermore, we are a full member of national associations (Cyber Security Sharing and Analytics, +CSSA), trade associations (World Federation of Exchanges) and international networks (Financial +Services Information Sharing and Analysis Center, FS-ISAC) which contribute significantly towards a +forward-looking stance vis-à-vis cyber threats, and the development of strategies to fend off such threats. +For a description of the risks we refer to "Information technology risks". +Data protection/protection of personal data +Deutsche Börse Group has exposure to a plethora of sensitive information during the course of its business +activities. We again took steps to comply with data protection legislation in 2021, particularly in terms of +appropriate and transparent processing of personal data, and continuously developed our processes. The +Executive Board has appointed a data protection officer and established the Group data protection function, +which helps to ensure compliance with the data protection framework, itself based on the EU General Data +Protection Regulation. To this end, the data protection function informs and advises the individual legal entities +on the minimum standards for data protection. The data protection function also serves as a contact for data +protection authorities, and supports the business units in their assessments of the data protection risks. It +supports a stronger culture of data protection at Deutsche Börse Group by raising awareness and providing +training on data protection in the context of the Group's business activities and ongoing legal developments. +The data protection function's monitoring framework is incorporated into the structure of our compliance +safeguards and controls, as a second line of defence on data protection. The data protection officer informs the +Executive Board annually and as needed on the status of data protection within the company and the measures +to expand the data protection framework. +34 +Financial statements and notes +Further information +Deutsche Börse Group | Annual report 2021 +System availability (customer facing IT) +Remuneration Report +€bn +48,138 +41,128 +€m +225 +257 +% +99.9 +99.9 +Our market infrastructure +313 +Management report | Our customers and markets +Our products enable market participants to make better-informed decisions and to price in, and put a +price on, ESG-characteristics. We describe our products and the financial results that we achieve with +these products in the segment reporting in “Results of operations". +For further information on our (ESG) products we refer to our homepage. +Stable and secure markets +In order to be a reliable partner for our customers, we attach great importance to system stability and +availability, information security and data protection. We therefore test the security of our systems +continuously and update them regularly in close coordination with the governing bodies and the +Executive Board. +32 +32 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +As an international exchange operator and innovative provider of market infrastructure, we cover the +finance sector's entire value chain with our products, services and technologies. Our business units offer +the entire range of index and ESG data, analytics and research solutions, trading and clearing of +investment instruments, settlement and custody of securities and other financial instruments, securities +and collateral management, and investment fund services. +Financial statements and notes +225 +373 +126 +156 +30-39 years +683 +266 +323 +Under 30 years +572 +40 +43 +101 +219 +194 +56 +53 +91 +78 +Average age +44 +40 +87 +111 +201 +1,079 +245 +44 +Employees (Headcount)¹ +Female +664 +2,037 +1,371 +673 +425 +701 +400 +50 years and older +143 +371 +587 +282 +217 +103 +36 +10 +40-49 years +275 +151 +541 +317 +146 +42 +203 +35 +52 +5-15 years (%) +32 +33 +33 +35 +26 +28 +48 +48 +Over 15 years (%) +26 +23 +23 +21 +42 +39 +1 +1 +Staff turnover +Joiners +Leavers +Male +51 +33 +32 +44 +Employee classification +Full-time employees +1,023 +459 +1,894 +895 +638 +281 +685 +280 +Part-time employees +37 +56 +143 +476 +35 +144 +16 +120 +Length of service +Under 5 years (%) +42 +44 +44 +205 +Female +46 +Female +4 +248.1 +258.7 +Net revenue +% +€m +€m +Change +2020 +2021 +Key indicators Qontigo (index and analytics business) segment +2,043.1 +~2.0 +3,509.5 +~3.5 +2021 +€m +€bn +Forecast 2021 +Financial year +Qontigo (index and analytics business) segment +EBITDA +Net revenue +Comparison forecast 2021 with financial year 2021 +ETF licences +As a result of the M&A growth mentioned above, particularly the acquisition of a majority stake in ISS, +the ratio of net debt to EBITDA exceeded the target limit of 1.75 at year-end, with a figure of 2.0. As +expected, the Group's cash flow from operating activities was clearly positive. Planned investments in +intangible assets and property, plant and equipment of €200 million finally amounted to +€206.4 million. Based on the dividend proposal to the Annual General Meeting of €3.20 per share, the +dividend ratio of 49 per cent will be in the middle of the planned range of 40 to 60 per cent. +Exchange licences +41.3 +Deutsche Börse Group | Annual report 2021 +48 +The financial year 2021 saw growing economic optimism combined with expansive fiscal policies to +alleviate the implications of the COVID-19 pandemic, leading to record highs in both STOXX and DAX +indices. Accordingly, average assets under management in ETF based on STOXX and DAX indices rose +significantly and contributed positively to net revenues. Revenues from exchange licences, however, +decreased slightly in the reporting period because of their dependency on trading volumes in STOXX and +DAX index derivatives on Eurex. These had been extraordinarily high in 2020 and fell in 2021 due to an +environment of low market volatility. Other licences revenue benefitted from growth in the business with +buy-side clients and structured products issuers. +In the Qontigo (index and analytics business) segment, we report on the development of our subsidiary, +Qontigo, which was formed through the merger of the index business STOXX and DAX with Axioma in +September 2019. In the index business, Qontigo offers issuers an extensive range of indices, thus +providing these issuers with a wealth of opportunities to create financial instruments for even the most +diverse investment strategies. While the ETF licence revenues depend on the volume invested in +exchange-traded index funds (ETFs) on STOXX® and DAX® indices, the exchange licence revenues are +derived mainly from the volume traded in index derivatives on STOXX and DAX indices on Eurex. Licence +fees from structured products are shown as part of other licence fees. In Analytics, Qontigo offers its +clients risk analytics and portfolio-management software. With regard to ESG, Qontigo contributes by +licensing sustainable index solutions. +107 +124.1 +-0 +-123.8 +-123.3 +180.6 +4 +73.1 +75.9 +EBITDA +Operating costs +Analytics +2 +105.6 +107.6 +-2 +34.7 +33.9 +19 +34.7 +Other licences +<3 +Further information +Deutsche Börse Group | Annual report 2021 +Australia 156 +Asia 1,569 +109 +Nationalities +As at 31 December 2021 Deutsche Börse Group employed a total of 10,200 staff (women: 4,124; +men: 6,068; other: 8; 31 December 2020: 7,238), drawn from 109 nationalities at 69 locations +worldwide. The average number of employees in the reporting period was 9,347 (2020: 6,996). At +Group level, this corresponds to an increase of around 34 per cent compared with the previous year. +Our fluctuation rate was 12.7 per cent (31 December 2020: 6.3 per cent). At the end of the year under +review, the average length of service for the company was 7.3 years (2020: 8 years). +42 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our employees +Financial statements and notes +Remuneration Report +Further information +<3 +The number of Deutsche Börse AG's employees rose by 50 during the year under review to 1,743 as at +31 December 2021 (comprising 664 women and 1,079 men; 31 December 2020: 1,693). The +average number of employees at Deutsche Börse AG in the 2021 financial year was 1,715 (2020: +1,605). On 31 December 2021, employees of Deutsche Börse AG worked at six locations. +For more details, please refer to the table entitled “Key data on Deutsche Börse Group's workforce as at +31 December 2021". +Key data on Deutsche Börse Group's workforce as at 31 December 2021 (part 1) +Deutsche Börse AG +All locations +Deutsche Börse Group +Germany +Luxembourg +Czech Republic +Male +Female +Male +<3 +Locations worldwide +69 +10,200 +Employees +Executive and Supervisory Boards +Management report | Our employees +Financial statements and notes +Remuneration Report +Further information +<3 +Furthermore, we deliberately decided against the centralised management of our diversity and inclusion +programmes. Instead, we established a Group-wide Diversity & Inclusion Council last year. The members +of the council represent our global workforce and our different minorities; they inform and advise the +Executive Board on initiatives and act as trusted third parties and personal contacts for the employees. +The council strives to ensure that our everyday workspace continues to be a place where everyone feels +appreciated and gets the opportunities they deserve. +Ensuring equality of opportunities for men and women has long been part of our corporate social +responsibility, because we do not want to do without the knowledge and competences of female +managers and the performance potential of diversified teams. In this spirit, one of our particular +aspirations is to increase the proportion of women at the management level. Our various programmes for +promoting talent, and so also for qualifying women for management positions, contribute to the long- +term advancement of women. Other measures include focussed succession planning, as well as internal +and external mentoring and training programmes. Exchanges among female colleagues are encouraged +by an internal women's network. In addition, our Capital Markets Academy offers special training +courses for women on financial planning, investment and retirement saving, among other things. +For details regarding targets for female quotas, please refer to the section entitled "Corporate governance +statement - target figures for the proportion of female executives beneath the Executive Board" and the +"Comparison with the forecast for 2021". +The results of our staff survey on diversity and inclusion confirm that our employees feel that they are +welcome here with us (92 per cent positive) and that they are treated fairly and respectfully by their +managers (95 per cent positive), regardless of their ethnic origins, their gender or their cultural +background. This positive feedback confirms us in our intention to keep expanding our programme for +diversity and inclusion, in the spirit of creating a fully inclusive working environment. +41 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our employees +Financial statements and notes +Male +Remuneration Report +Staff developments +Deutsche Börse Group: Our Workforce +Central and +Latin America 39 +North America 1,170 +Main Hub in Europe +Country with DBG employees +EMEA 7,266 +Germany 3,408 +Czech Republic 1,101 +Luxembourg 1,098 +Ireland 520 +Other countries 1,139 +888 +Further information +67 +Part-time employees +159 +20 +121 +67 +487 +377 +1,882 +33 +25 +133 +69 +270 +Remuneration Report +1,184 +Training +Training days per employee (FTEs) +3.2 +3.4 +0.1 +0.2 +1.0 +1.3 +2.0 +1) Due to missing information (e.g. gender or age), headcounts of subcategories do not always add up to the total. +44 +Leavers +Joiners +Staff turnover +Under 5 years (%) +65 +38 +52 +51 +66 +67 +51 +5-15 years (%) +26 +43 +44 +37 +28 +28 +33 +Over 15 years (%) +10 +19 +11 +16 +5 +5 +16 +33 +Length of service +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Financial statements and notes +4ESG net revenue according to the internal definition of Deutsche Börse Group - see "Definition of our ESG net revenue". +46 +46 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our economic situation +Financial statements and notes +Remuneration Report +Further information +<3 +Depreciation, amortisation and impairment losses, which are reported separately from the operating +costs, came to €293.7 million in the reporting period (2020: €264.3 million). The change stems +mainly from purchase price allocations for business combinations. A compensating factor was the +decision to bring the amortisation period into line with the useful life of the assets (see Note 3). +The financial result improved to €-40.1 million (2020: €-76.9 million) and benefited from the positive +impact of adjusting the expected interest rate for potential tax back-payments. The previous year's +financial result also included costs in connection with the issue of a hybrid bond. +The Group's tax ratio of 26 per cent was on par with the previous year. +Overall, the net profit for the period attributable to Deutsche Börse Group shareholders was +€1,209.7 million (2020: €1,079.9 million), a year-on-year increase of 12 per cent. Undiluted earnings +per share were €6.59 (2020: €5.89) for an average of 183.5 million shares. Earnings per share before +purchase price allocations (Cash EPS) were €6.98 (2020: €6.07). +Net profit for the period attributable to non-controlling interests amounted to €55.2 million (2020: +€45.2 million) and comprised mainly earnings attributable to non-controlling shareholders of EEX +Group, ISS HoldCo Inc. and Qontigo GmbH. +Development of profitability +Deutsche Börse Group's return on shareholders' equity expresses the ratio of net income after taxes to +average equity available to the Group during 2021. In the reporting year, it was at 18.2 per cent (2020: +18.1 per cent). +Comparison of results of operations with the forecast for 2021 +On the basis of our diversified business model and the resulting growth opportunities we predicted an +increase in net revenue to some €3.5 billion for financial year 2021, whereby the growth rate for secular +net revenue should be at least 5 per cent. We expected additional net revenue contributions from the +acquisitions of Clearstream Fund Centre and ISS. By contrast, we believed that declines in cyclical net +revenue were likely in view of interest rate developments and changes in market volatility. At the time +the forecast was made the further development of worrying coronavirus variants and their +macroeconomic effects were not foreseeable. Despite this, we reported an increase of 9 per cent in net +revenue to €3,509.5 million, with secular net revenue growth of 6 per cent. This means we met our +forecast. +Furthermore, we predicted an increase in earnings before interest, tax, depreciation and amortisation +(EBITDA) to around €2.0 billion. Strict management of operating costs in line with earnings growth and +positive valuation effects in net income from financial investments led to EBITDA growth of 9 per cent to +€2,043.1 million. This also corresponds to the forecast. +47 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +This boosted earnings before interest, tax, depreciation and amortisation (EBITDA) year-on-year by 9 per +cent to €2,043.1 per cent (2020: €1,869.4 million). +Result from financial investments increased to €85.2 million (2020: €24.3 million). Various minority +investments contributed to this positive performance. The investment in Clarity Al, Inc. accounted for +valuation effects of some €45 million. +Operating costs came to €1,551.6 million (2020: €1,368.7 million), an increase of 13 per cent on the +previous year. The increase is due entirely to M&A-related growth, especially the acquisition of ISS. Staff +costs went up to €1,002.1 million (2020: €822.9 million), other operating expenses of €549.5 million +(2020: €545.8 million) were on par with the previous year. +The ISS and EEX segments accounted for 93 per cent of ESG net revenue at Group level in 2021. This +mainly consists of net revenue from governance solutions, corporate solutions and ESG in the ISS +segment, and trading in renewable energy products in the EEX segment. In aggregate, ESG net revenue +accounted for 7 percent of total net revenue for Deutsche Börse Group. +Remuneration Report +Further information +9. Our economic situation +<3 +The third dimension of our integrated report is the economic situation. It is the result of developments by +our customers and markets, and the commitment of our employees. In the following section we therefore +look at the macroeconomic and sector-specific environment, the course of business, our earnings, the +development of profitability and other financial performance indicators. +Macroeconomic and sector-specific environment +Secular growth factors are a core element of our strategy. We can plan them, manage them and adjust +them to external circumstances. Our business performance is also influenced by macroeconomic and +sector-specific factors that are beyond our control, however. Looking at the reporting year, these related +mainly to the course of the COVID-19 pandemic and the accompanying measures to limit the spread of +infections, together with their economic impact. The following aspects are particularly noteworthy: +Uncertainty among participants on financial and capital markets concerning the progression of the +pandemic and a resulting reluctance regarding investment decisions. +■ Monetary policy measures by central banks to offset the economic effects of the pandemic. +Higher new borrowing by many states to alleviate the consequences of the pandemic. +■Low volatility as measured by the VSTOXX index, given the large amounts of liquidity being provided. +■ An increase of inflation in the USA and Europe and consequently an increase in interest rate +expectations. +Regulatory projects and the resulting stricter requirements for capital market participants. +In its January estimate (2022) the International Monetary Fund (IMF) predicted global economic growth +of 5.9 per cent for 2021. Growth of 5.2 per cent is expected for the euro area and of 2.7 per cent for +Germany. +Management report | Our economic situation +Business developments +45 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our economic situation +Financial statements and notes +Remuneration Report +Further information +<3 +In the second half-year, the emergence of the Delta variant of the coronavirus again caused uncertainty +concerning the economic consequences for the markets. High inflation rates on both sides of the Atlantic +were also a surprise and caused inflation expectations on financial markets to be revised upwards. This +was accompanied by the assessment of market participants that the central banks would change the +direction of their monetary policy faster than previously thought. Nominal interest rates rose accordingly +around the world, especially short-term rates. Over the full year, the low-interest rate environment still +had a negative effect on net interest income from banking business in the Clearstream segment, +however. +Results of operations +Our financial year 2021 was marked by a persistent phase of low market volatility and subdued market +activity as a result. This reduced net revenue, especially in the trading segments Eurex and Xetra. Net +interest income from banking business in the Clearstream segment also declined as a result of US +interest rate changes and was only partly offset by growth in securities settlement and custody. This +reduced the Group's cyclical net revenue by some 4 per cent. The effect was offset by strong secular +growth and the impact of M&A. The Group's secular net revenue went up by 6 per cent. The fastest +secular growth was reported by the IFS segment. This is due partly to solid growth in fund settlement +and fund custody and partly to the strong performance of the fund distribution business. Following the +purchase of the remaining 49 per cent of the shares in Clearstream Fund Centre from UBS, the IFS +segment also profited from a positive non-recurring valuation effect of some €40 million, which is also +included in net revenue. Uncertainty among market participants concerning further developments on +power and gas markets drove trading in power and gas products, especially in the second half of 2021, +leading to a new record for net revenue in the EEX segment. Net revenue therefore increased year-on- +year by 9 per cent in 2021 to €3,509.5 million (2020: €3,213.8 million). +2021 was again dominated by the course of the COVID-19 pandemic. The economic optimism that +began in the first half of 2021 was partly the result of a positive reporting season, and so companies' +higher earnings expectations, and partly due to the success of vaccination campaigns around the world. +These conditions helped to settle the nerves of many market participants. The main global indices +approached record highs as a result, whereas market volatility moved sideways at a low level on an +almost constant plane. Market activity, the need to hedge portfolios and therefore trading volumes in +various asset classes, declined as a result. This particularly affected the trading-based segments, which +also had to suffer comparisons with the high figures from the same period the previous year. +204 +1,069 +31 +Remuneration Report +Further information +<3 +Key data on Deutsche Börse Group's workforce as at 31 December 2021 (part 2) +Deutsche Börse Group +Ireland +USA +Other locations +Total +(part 1 +Male +Female +Male +Female +Male +Female +and 2) +Employees (Headcount)¹ +257 +263 +749 +376 +1,651 +1,289 +Financial statements and notes +Management report | Our employees +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +43 +52 +41 +112 +82 +57 +28 +104 +73 +57 +42 +58 +10,200 +44 +Training days per +employee (FTEs) +2.1 +2.8 +2.1 +2.6 +2.3 +3.1 +3.1 +4.5 +1) Due to missing information (e.g. gender or age), headcounts of subcategories do not always add up to the total. +Training +53 +50 years and older +13 +2,162 +Average age +36 +36 +37 +37 +34 +31 +38 +Employee classification +Full-time employees +255 +228 +745 +366 +1,620 +1,236 +9,131 +Executive and Supervisory Boards +2 +35 +4 +10 +571 +517 +86 +135 +161 +85 +182 +70 +1,765 +40-49 years +80 +92 +165 +82 +337 +19 +184 +30-39 years +64 +91 +223 +94 +528 +385 +3,521 +Under 30 years +94 +67 +2,477 +Management report | Our economic situation +Financial statements and notes +Remuneration Report +-155.4 +n/a +n/a +63.4 +n/a +n/a +The segment ISS (Institutional Shareholder Services) was introduced in 2021 and showed its first full +reporting period in the second quarter. Here we report on the development of our majority owned +subsidiary Institutional Shareholder Services, Inc., which is a US-based leading provider of corporate +governance and responsible investment solutions, market intelligence, fund services, and events and +editorial content for institutional investors and corporations, globally. ISS operates at-arm's-length and +we have adopted principles protecting the independence and integrity of ISS' research offerings. The +transaction was closed on 25 February 2021, therefore the financial figures include some transactional +effects. The net revenue summarised under ESG includes the Corporate Solutions, ESG Analytics and +Governance Solutions businesses. With this ISS was the largest contributor regarding ESG net revenue +within our Group in 2021. The Non-ESG net revenue contains the business areas Market Intelligence, +Media as well as among others the entities FWW (fund data), Liquid Metrix and SCAS (Securities Class +Action Services). +5ESG net revenue according to the internal definition of Deutsche Börse Group - see "Definition of our ESG net revenue". +49 +49 +n/a +Deutsche Börse Group | Annual report 2021 +Management report | Our economic situation +Financial statements and notes +Remuneration Report +Further information +<3 +In the 2021 financial year, the Corporate Solutions business showed strong growth due to increased +demand from companies seeking to comply with market standards. As a leading provider, ISS supports +clients in terms of designing and managing their corporate governance, executive compensation, +sustainability and cyber risk programmes. ESG Analytics is the fastest growing area within ISS and as +such contributed very positively to net revenue in 2021. This business enables institutional investors to +develop and integrate responsible investment strategies, engage on responsible investment issues, and +monitor portfolio company practices and performance through screening solutions, cyber risk +assessments, and the proprietary financial measure, economic value added. Governance Solutions, +which encompasses ISS' well-established services, offering institutional clients solutions to apply their +corporate governance views, identify environmental, social and governance risk, and manage their +complete proxy voting needs on a global basis, also performed well in the reporting period. +The ISS Market Intelligence business included in the Non-ESG reporting line showed a stable +development. This service provides critical data, insight, and workflow solutions to global asset +managers, insurance companies and distributors, steering strategy and data driven decision making +across a wide range of financial products. To position ISS as a market leader in this space ISS completed +two acquisitions in 2021. The first was Rainmaker Information on 1 September 2021, a leading +platform delivering data, research, events, and media solutions to the Australian financial services +market. The second acquisition, Discovery Data, closed on 9 December 2021. The company is a market +leading supplier of mission critical financial intermediary data for the financial services industry, serving +the sales, distribution and recruitment departments of U.S. asset managers and insurers. +50 +Financial statements and notes +Management report | Our economic situation +Executive and Supervisory Boards +n/a +50 +n/a +65.7 +Further information +The former equity method measurement of Clarity Al, Inc. had a positive valuation effect of some +€45 million for the full year on the result from financial investments. +ISS (Institutional Shareholder Services) segment +Key indicators ISS (Institutional Shareholder Services) segment +Net revenue +ESG +Non-ESG +Operating costs +EBITDA +1) Fully consolidated as at 25 February 2021, see Note 2. +In the analytics business, net revenues increased moderately despite restrictions imposed to contain the +COVID-19 pandemic continuing to slow down sales activity through reduced travel, remote working, and +decreased client propensity to implement IT projects. Additionally, exchange rates had an unfavourable +impact due to the depreciation of the USD relative to the EUR compared to 2020. Net revenue in this +area is partly recognised upfront on the day of transaction, independently of the contract's cash flow +profile, leading to positive and negative deviations of recognised revenue from the run-rate associated +with the existing customer portfolio. +2020 +n/a +2021¹ +158.2 +n/a +n/a +<3 +% +€m +€m +223.9 +Change +360T (foreign exchange) segment +Key indicators 360T (foreign exchange) segment +Net revenue +Trading +Other +Operating costs +EBITDA +<3 +2021 +2020 +Change +€m +% +107.8 +101.5 +84.3 +81.9 +3 +23.5 +19.6 +Further information +20 +€m +6 +<3 +Financial statements and notes +-53.7 +6 +ESG net revenue according to the internal definition of Deutsche Börse Group - see "Definition of our ESG net revenue". +7 The part of the EEX ESG net revenue originating in power markets is based on the assumption that the proportion of renewable energies in physical power markets is by +analogy related to the respective net revenue. +52 +42 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our economic situation +Remuneration Report +Financial statements and notes +Further information +As for many other business units, COVID-19 meant that EEX was faced with exceptionally high +comparative figures from 2020 at the beginning of 2021, particularly in the power derivatives market. +Over the course of the year, particularly from September onwards, the power and gas market saw strong +price increases, at times with record prices. This originated in the tense situation on the gas market due +to low storage levels, a global economic recovery with higher gas consumption, and global price +competition for natural gas as the Asian economy picked up even faster. The resulting high volatility led +to an increase in trading activity and hedging requirements, which in turn led to higher trading volumes +in power and particularly gas products on the EEX. +Positive performance on the Nordic markets (market entry in 2020) and intraday markets meant the +trading volume in the power spot market was slightly higher than the previous year. The gains were +partly offset by reduced day-ahead volumes, particularly in Germany and the UK. Overall, the power +spot market reported a slight decrease in net revenue, due to lower volumes in the French capacity +auctions and incentive programmes, particularly in the day-ahead markets. +Trading volume in the power derivatives market saw a slight increase in financial year 2021. The decline +in European volumes resulting from initially hesitant trading activity was partly recouped by high trading +volumes from September onwards. The same applied particularly to the US power derivatives market, +which had a positive effect on EEX net revenue with a sharp increase of 28 per cent in trading volumes. +Gains in market share and a stronger competitive position in Europe, Japan and the US underline the +continuous expansion of power derivatives trading. The Japanese market is particularly noteworthy, +since within twelve months EEX has established itself here as the market leader for trading in power +derivatives, with an 87 per cent share of the exchange market in 2021. +European gas markets reached new highs in terms of volumes in October and December 2021, growing +year-on-year by a total of 28 per cent for the reasons described above. Higher trading volumes were +recorded on almost all gas spot and derivatives markets, but particularly in Germany and the +Netherlands. Volume growth was particularly strong on the US gas markets too. Altogether, EEX +continued to build on its position as the leading gas spot exchange in Europe, achieving a significant +increase in net revenue from the gas market. +53 +53 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our economic situation +Remuneration Report +-53.9 +1) Includes Crypto Finance since 15 December 2021. +54.1 +2020 +Change +€m +€m +% +364.0 +391.7 +-7 +188.6 +2021 +203.3 +21.2 +18.9 +12 +108.7 +125.7 +- 14 +45.5 +43.8 +4 +-7 +<3 +In the EEX (commodities) segment we report on trading activities on EEX Group's platforms in Europe, +Asia and North America. The EEX Group operates marketplaces and clearing houses for energy and +commodity products, connecting more than 800 participants around the world. The product portfolio +comprises contracts on energy, environmental, freight and agricultural products. EEX Group's most +important revenue drivers are the power spot and derivatives markets, and the gas markets. Activities +also focus on developing sustainable commodity markets. EEX pursued various initiatives in this area in +2021, which made it the second-largest contributor to the Group's ESG net revenue. This includes +products such as power derivatives, emissions trading and origin certificates.' +EBITDA +47.6 +14 +In the 360T (foreign exchange) segment, we report on our foreign exchange trading business, which +takes place on the platforms provided by 360T's subsidiaries 360 Treasury Systems AG and 360TGTX +Inc. Net revenue in the 360T segment is driven mainly by the trading activities of institutional investors, +banks and internationally active companies, and the provision of liquidity by so-called liquidity providers. +During the year under review, the segment generated 78 per cent of its revenue from foreign exchange +trading and 22 per cent from the provision of other services. +Although the segment was still faced with exceptionally high comparative figures from the previous year +in the first quarter, growth in the second quarter more than made up for this. This trend continued in the +second half-year, enabling the 360T Group to report constant double-digit growth rates in average daily +trading volumes from September onward. At the same time, volatility in the FX spot market declined in +the reporting period, which had a particularly negative impact on trading volumes in the 360TGTX spot +business. Trading activity was up year-on-year by around 7 per cent on average and net revenue +increased by almost the same margin. +Ongoing customer growth across all segments and regions and the corresponding increase in newly +connected customers and additional trading volumes (e.g., stronger trading in forward and swap +products) on the 360T platforms, accompanied by a positive performance in the marketing of market +data and FX trading technology and infrastructure, all helped to offset the negative cyclical effects. This +shows that the secular growth drivers of the 360T Group are intact and confirms its further growth +potential. +The Eurex FX market again showed solid growth, with an increase of 19 per cent in average daily +trading volumes. More activity by existing customers played a role here, as did new customer wins, now +increasingly also from the US and Asia. Two successful product initiatives also contributed to the positive +development: the introduction of Scandinavian currency pairs, and the introduction of a partnership +product with the Korea Exchange KRX for FX futures (USD/KRW FX future). +54 +54 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our economic situation +Financial statements and notes +Remuneration Report +Further information +Xetra (cash equities) segment +Key indicators Xetra (cash equities) segment +Net revenue +Trading and clearing +Listing +Xetra Data +Other +Operating costs +-0 +28 +Power spot +162.5 +389.9 +540.5 +-28 +225.7 +200.1 +13 +49.5 +48.4 +2 +- 10 +57.1 +4 +68.0 +85.4 +- 20 +63.0 +59.8 +5 +142.6 +121.2 +54.9 +1,110.3 +995.8 +% +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our economic situation +Financial statements and notes +Remuneration Report +Further information +Eurex (financial derivatives) segment +Key indicators Eurex (financial derivatives) segment +Net revenue +Equity index derivatives +Interest rate derivatives +Equity derivatives +OTC clearing +Margin fees +Eurex data +Other +Operative Expenses +EBITDA +<3 +2021 +€m +2020 +Change +€m +18 +127.0 +- 387.7 +624.2 +4 +Other +Operating costs +EBITDA +341.5 +€m +302.2 +% +13 +71.1 +72.1 +- 1 +118.4 +Gas +115.8 +54.9 +43.0 +28 +97.1 +71.3 +36 +- 178.7 +- 174.3 +3 +2 +Power derivatives +- 150.6 +242.8 +Net revenue +738.8 +- 16 +In the Eurex (financial derivatives) segment we report on the financial derivatives trading and clearing +business at Eurex Exchange. The clearing volume of OTC interest rate swaps, one of our secular growth +factors, is reported as a separate item within the segment. Reporting for Eurex Data covers the marketing +of licences for Eurex-specific real-time trading and market signals and the provision of historical data and +analytics. The segment offers a wide range of sustainable investment products in the form of ESG equity +index derivatives and ESG interest rate derivatives traded on the Eurex platform, as well as financing +products with an ESG connection on Eurex Repo (e.g. green bond general collateral baskets). The +performance of the Eurex segment largely depends on the trading activities of institutional investors, and +proprietary trading by professional market participants. +Derivative trading in 2021 was primarily defined by a sharp fall in market volatility, particularly +compared with the previous year, which was exceptionally volatile due to COVID-19. In an environment +of better-than-expected economic signals, negative influences only had temporary effects on share +prices, so there was less need for hedging with financial derivatives and trading volumes declined +accordingly. This was particularly apparent in trading with equity index derivatives. In interest rate +derivatives, by contrast, the higher inflation expectations in the US and Europe and the associated fear of +higher long-term interest rates resulted in greater market activity and a corresponding rise in trading +volumes. Net revenue from equity derivatives trading was slightly up on the previous year, whereby a +higher traded volume was partly offset by a different product mix. +51 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our economic situation +Financial statements and notes +Remuneration Report +Further information +<3 +Lower market volatility also meant that the collateral required for trading financial derivatives at Eurex +Clearing declined. +The increase in other net revenue is due mainly to the acquisition of Quantitative Brokers. +Growth in clearing of OTC derivatives continued in financial year 2021. Although the equivalence period +for UK clearing houses was extended again, the average outstanding notional volume was again higher +than the previous year. Eurex Clearing's market share in global euro-denominated OTC interest rate +derivatives rose accordingly to around 20 per cent (2020: 17.5 per cent). By refining the incentive +programmes for transferring interest rate derivatives portfolios to Eurex Clearing, customers continue to +receive focused support when migrating their positions to the EU-27. +EEX (commodities) segment +Key indicators EEX (commodities) segment +2021 +2020 +Change +€m +- 373.1 +- 158.8 +2020 +258.7 +The remaining 49 per cent stake of Clearstream Fund Centre, which was founded in the fourth quarter +of 2020 by combining UBS' fund distribution platform with our corresponding business, was acquired +earlier than planned on 1 June 2021. This makes us the sole shareholder in the Zurich-based fund +distribution platform, generating a positive valuation effect of around €40 million reported under "Other" +net revenue. Clearstream Fund Centre's services which are reported separately in the business line +"Fund distribution" developed very positively for the reasons already mentioned above, including secular +growth from winning new clients. The business is considered to be one of the leading market providers +in the world and centre of competence for global fund distribution services within our Group with around +€400 billion assets under distribution at the end of the reporting period, giving global fund distributors +access to contracts covering more than 76,000 funds. Usually resource-intensive distribution support +services such as fee management and research as well as the administration of fund data and +documentation can be streamlined in an efficient way by using Clearstream Fund Centre's services. +Approximately 600 global asset managers benefit from Clearstream's global client network which brings +additional scope and efficiency in the distribution of investment funds. +Disclosures in accordance with Article 8 EU Taxonomy Regulation +Article 8 of EU Taxonomy Regulation requires companies with a reporting obligation under Section 289b +HGB (German Civil Code) to disclose to what extent their economic activities qualify as environmentally +sustainable under the EU Taxonomy Regulation. The delegated act supplementing the EU Taxonomy +Regulation (EU) 2021/2139 established the technical screening criteria for this assessment, which +currently concentrate exclusively on economic activities which contribute substantially to climate change +mitigation or climate change adaptation. According to the delegated act, companies must report on the +proportion of their eligible and non-eligible turnover and on their capital and operating expenditure for +financial year 2021. +As a company obliged to prepare non-financial reporting we report for the 2021 financial year at Group +level on our turnover, operating and capital expenditure covered by the EU Taxonomy Regulation. +For 2021 we have not identified any economic activity covered by the delegated act. Furthermore, we +did not identify any material capital or operating expenditure that fall within the scope of the delegated +act in financial year 2021. +The following table shows the proportion of eligible and non-eligible turnover, capital and operating +expenditure: +EU taxonomy +Category +Net revenue +<3 +Operating expenditures +Eligible +0.00% +Non-eligible +100% +0.00% +100% +0.00% +58 +59 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Capital expenditures +Management report | Our economic situation +Further information +Financial statements and notes +439 +Other +101.6 +59.0 +72 +Operating costs +EBITDA +- 125.9 +- 117.5 +7 +Remuneration Report +255.9 +122 +In the IFS (investment fund services) segment, we report the order routing and settlement activity and +custody volumes of mutual, exchange-traded, and alternative funds processed by Clearstream. Clients +can settle and manage their entire fund portfolio via Clearstream's VestimaⓇ fund processing platform. +The Fund Distribution unit covers the fund platform business of Clearstream Fund Centre, a merger of +the existing Clearstream Fund Desk with the in 2021 fully acquired UBS Fondcenter AG business. IFS' +ESG product suite consists of custody and settlement services for processed ETFs where investors see +sustainability features. Net revenue in the IFS segment is largely a function of the value of assets under +custody and the number of orders and transactions processed. +The financial year 2021 saw continuously high activity on the fund retail market, especially in Germany, +and accordingly high demand for investor services, even when taking into account the extraordinary +volumes beginning of 2020 related to COVID-19. Combined with organic product development in the +IFS segment, including the extension of market network coverage, this led to steadily increasing volumes +and revenues across all line items confirming the continuing growth trend in investment fund services. +The assets under custody grew significantly also related to higher market index levels. +57 +57 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our economic situation +115.2 +Financial statements and notes +Remuneration Report +Further information +<3 +We consider operating and capital expenditures to be eligible if the output stems from an eligible +economic activity. We have identified and analysed the following economic activities in the delegated act +that could fundamentally give rise to eligible operating or investment expenses: +Infrastructure for personal mobility, cycle logistics +Renovation of existing buildings +Installation, maintenance and repair of charging stations for electric vehicles in buildings (and +in parking spaces belonging to buildings) +Installation, maintenance and repair of instruments and devices for measuring, regulation and +controlling energy performance of buildings +Installation, maintenance and repair of technologies for renewable energy technologies +Data processing, hosting and related activities +As mentioned, we did not identify any eligible operating or investment expenses under the Taxonomy +Regulation for the past financial year. +Definition of our ESG net revenue +Further information +The EU Taxonomy does not apply directly to our business model and is therefore not suitable as a +reference framework for classifying our products and services in terms of sustainability. We therefore +devised our own definition of ESG net revenue in the course of a strategic dialogue. Since the beginning +of the year, we have been explicitly measuring our ESG net revenue according to this definition, which +we describe in more detail below. +This relationship exists if our products can increase the general transparency of information in terms of +the three ESG dimensions - not only for investors, founders, asset managers and market participants, +but also for external observers: +■ +■ +Environmental: This particularly comprises compliance with climate targets, regulatory requirements +and environmental standards and/or credible commitments. +Social: This particularly includes compliance with labour law in all regions and operations, equal +opportunities for all employees and minimum standards for suppliers. +Corporate governance: This particularly includes minimum standards for the transparency of internal +processes and control mechanisms. +Each operating segment in Deutsche Börse Group can increase its information transparency in these +three dimensions by including ESG aspects in its product portfolio – be it by integrating ESG ratings, +data and/or analysis, or by reporting data on trading volumes for securities, derivatives, renewable +energies and/or commodities. Our product portfolio can increase information transparency specifically by +providing generally accepted indicators as market signals. +60 +60 +The products and services of our respective segments generate economic value in different areas of the +financial sector and the real economy and are often not comparable. From a Group perspective, this +requires a wide-ranging definition of ESG net revenue, which then has to be broken down into more +detail at the segment level. From the Group perspective, net revenue is deemed to be ESG net revenue if +the products concerned are related to the transformation of the real and/or financial economy in terms of +environmental, social and governance aspects. +Remuneration Report +Financial statements and notes +Management report | Our economic situation +<3 +Basis for determining the quotas +The quotas were determined in accordance with the requirements of Annex I to Article 8 of the delegated +act. The determination of the taxonomy-eligible quotas is based on the following principles: +Turnover +The proportion of eligible economic activities was determined by dividing the turnover from eligible +economic activities (numerator) by total turnover (denominator). The numerator is based on turnover as +defined in IAS 1.82(a) and presented in the consolidated income statement. For further details we refer +to our consolidated financial statements (see Note 4, Net revenue table "Composition of net revenue +(Part 1-4)" column "net revenue 2021"). +We have reviewed the application of the EU Taxonomy Regulation to our business model on the basis of +the economic activities listed in the delegated act. Our business model is largely based on the following +activities: +Integrating various financial market services such as ratings, index and analytics services, +trading, clearing, settlement, custody, market data services, and liquidity and collateral +management +Offering these services for various asset classes +Developing and operating proprietary electronic systems for all processes along the value chain, +in order to provide neutral marketplaces +The above pillars of our business model are not explicitly listed in the economic activities and provisions +of the delegated act. We therefore limited our analysis to the following economic activities: +8.1 Data processing, hosting and related activities +8.2 Data-driven solutions for GHG emissions reductions +As mentioned, we did not identify any eligible turnover under the Taxonomy Regulation for the past +financial year. +Operating and capital expenditure +We calculated the proportion of qualifying operating expenses by comparing our operating expenses (see +Note 6, table "Composition of other operating expenses", line IT costs and line premises expenses) with +the economic activities in Annex I, which contribute substantially to climate change mitigation or climate +change adaptation. +We calculated the proportion of eligible investment expending in the same way. Investment expenses are +all additions to intangible and tangible assets (see Note 10, table "Intangible assets" column "Other +intangible assets" and Note 11, table “Property, plant and equipment (incl. Right-of-use assets)" in the +lines "Additions") without depreciation and amortisation, without remeasurement and changes to fair +value. Goodwill is also not included in the calculation of taxonomy-eligible capital expenditure as it is not +an intangible asset according to IAS 38. +59 +59 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +14.4 +- 5 +77.6 +72.0 +Change +% +Net revenue +Custody +Settlement +Net interest income from banking business +Collateral management +835.4 +827.2 +1 +€m +445.2 +7 +120.2 +114.8 +5 +50.0 +100.5 +- 50 +80.9 +76.9 +417.5 +5 +€m +Key indicators Clearstream (post-trading) segment +- 6 +In the Xetra segment (cash equities), we bring together our cash market trading venues (Xetra®, the +Frankfurt Stock Exchange, and Tradegate). Besides trading and clearing services income, the segment +generates revenue from the ongoing listing of companies' securities and exchange admissions, the +marketing of trading data, connecting clients to trading venues, and from services provided to partner +exchanges. The activities of the recently acquired Crypto Finance AG are also reported in the Xetra +segment as of December 2021. The acquisition of a majority stake in this provider of trading, custody, +and investment services for digital assets has enabled us to tap into a new asset class. Xetra contributes +to ESG net revenue by offering products related to trading in green bonds and ESG ETFs. +Cash equities trading was influenced in 2021 by economic signals that were more positive than +expected, with negative factors only having a temporary impact on share prices. This manifested itself in +an environment of low market volatility, as measured by the VSTOXX index, and correspondingly reduced +trading activity, although shares and ETPs (exchange-traded products) did scale record heights at times. +Order book volumes on the segment's exchanges fell in consequence by 5 per cent compared with the +extraordinarily strong figures from the previous year, which were due to the high volatility caused by the +coronavirus pandemic. Trading and clearing revenue sank accordingly, resulting in an overall decrease of +net revenue in the Xetra segment. Low market volatility was accompanied by increasing competition in +cash equities trading with pan-European exchanges, so Xetra's market share as the reference market for +trading in DAX shares fell to 69 per cent, the same level as 2018 (-4 percentage points compared to +2020). +A total of 23 initial public offerings (IPOs) took place in the financial year (2020: nine). The total issue +volume came to around €10 billion (2020: €1.2 billion). Secular growth in the listing business from the +large number of entries onto the regulated market was able to compensate partly for the segment's +decline in net revenue. +The sale of Regulatory Services GmbH - our regulatory reporting hub +- +to MarketAxess Holdings Inc. in +November 2020 resulted in delayed income of around €16 million, which was attributed to Xetra data. +8 ESG net revenue according to the internal definition of Deutsche Börse Group - see "Definition of ESG net revenue". +2021 +55 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our economic situation +Financial statements and notes +Remuneration Report +Further information +<3 +The business of Tradegate AG Wertpapierhandelsbank remained strong in 2021 thanks to the high +ongoing level of activity from private investors, and its equity method measurement had a positive +impact of some €28 million on the result from financial investments. +Clearstream (post-trading) segment +59 +Third party services +Other +23.8 +Other net revenue in the Clearstream segment benefited from an exceptional effect related to the claim of +a reimbursement of legal costs of around €17 million. +IFS (investment fund services) segment +Key indicators IFS (investment fund services) segment +2021 +2020 +Change +€m +€m +% +Average outstanding volumes in collateral management and securities lending grew slightly in the +reporting year, thus leading to also slightly increased net revenues in this area. +Net revenue +Settlement +Fund distribution +382.4 +232.8 +64 +113.0 +87.4 +29 +90.2 +Custody +Central banks' monetary policy measures related to the COVID-19 pandemic, especially in the US, +resulted in reference rate levels around zero or even below. The cash handling fee of 30 basis points on +US-dollar denominated deposits which had been introduced in 2020 could only partly offset this. The +net interest income from banking business fell accordingly as anticipated. +<3 +Further information +23.8 +0 +115.3 +93.7 +23 +Operating costs +EBITDA +- 376.3 +459.6 +- 367.3 +2 +458.0 +0 +Our settlement and custody activities are reported under the Clearstream (post-trading) segment. In +providing the post-trade infrastructure for Eurobonds and other markets, Clearstream is responsible for +the issuance, settlement, management and custody of securities from 59 domestic markets worldwide, +plus the international market. Net revenue in this segment is driven mainly by the volume and value of +securities under custody, which determine the deposit fees. The settlement business depends primarily +on the number of settlement transactions processed by Clearstream via stock exchanges as well as over +the counter (OTC). This segment also contains net interest income from banking business. Clearstream's +contribution to ESG stems from proxy voting instruction and distribution services offered as part of +investor services supporting customers to comply with regulatory, governance and market standard +requirements as well as stakeholder expectations. +The financial year 2021 saw continuously high issuance activity on the bond market especially by the +public sector. The result was a higher average value of assets under custody in the central securities +depository (CSD) and international central securities depository (ICSD), surpassing the €13 trillion mark +in June 2021 for the first time. Higher trading volumes especially in the ICSD led to a higher number of +settlement transactions with a new record volume of 8.3 million transactions in March. Both +developments had a positive impact on custody and settlement net revenues. Clearstream acquired the +remaining shares in LuxCSD S.A., the Luxembourg central securities depository, in December 2021. For +Clearstream, the full acquisition of LuxCSD represents a natural and complementary addition to its +portfolio and completes the offering for issuers to use Clearstream as a global issuer hub. +56 +99 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our economic situation +Financial statements and notes +Remuneration Report +25 +100% +impairment losses) +The financial year 2021 was again dominated by the course of the pandemic and the resulting effects +on the world economy. Low market volatility and so less activity by market participants led to tangible +cyclical headwinds in the trading segments. On the other hand, busy trading on gas and power markets +and in the market for investment fund services resulted in significantly positive secular growth. +Additional net revenue from M&A growth, particularly ISS, also supported the Group's growth. Secular +growth of 6 per cent was therefore able to more than make up for the cyclical contraction of -4 per cent. +Net revenue growth from M&A activities came to 7 per cent and contributed to net revenue growth at +Group level of 9 per cent as expected by the Executive Board, taking the total to €3,509.5 million. +Thereby the Group's ESG related net revenue increased by 210 per cent, in particular due to the +acquisition of ISS. Higher costs were due entirely to the Group's M&A growth. Earnings before interest, +tax, depreciation and amortisation (EBITDA) also rose year-on-year by 9 per cent to €2,043.1 million +and were in line with the Executive Board's expectations. Net profit for the period attributable to +Deutsche Börse AG shareholders went up by 12 per cent to €1,209.7 million. +78,542.0 +1,029.6 +thereof other cash and bank balances +thereof restricted bank balances +80,704.5¹ +103,195.7 +thereof financial instruments held by central counterparties +138,107.4¹ +202,457.0 +Current assets +6,908.5¹ +9,442.4 +thereof financial instruments held by central counterparties +111.4 +227.1 +thereof equity investments measured at FVOCI +997.5 +1,634.7 +thereof financial assets measured at amortised cost +8,059.8 +11,460.4 +1,255.4 +1,913.6 +3,957.6 +5,596.0 +5,723.2 +38,420.1 +1,467.3 +EQUITY AND LIABILITIES +Equity +thereof financial liabilities measured at amortised cost +80,609.5¹ +103,267.7 +thereof financial instruments held by central counterparties +135,116.6¹ +201,554.0 +thereof current liabilities +216.7 +338.5 +thereof deferred tax liabilities +3,474.4 +3,037.3 +8,162.9 +thereof financial liabilities measured at amortised cost +9,442.4 +thereof financial instruments held by central counterparties +11,005.2¹ +13,623.0 +thereof non-current liabilities +146,121.81 +215,177.0 +Liabilities +6,556.1 +7,742.4 +152,677.9¹ +222,919.3 +6,908.5¹ +16,618.7 +14,570.5¹ +152,677.9¹ +F1+ +AA +A-1+ +AA +Short-term +Long-term +S&P Global Ratings +Clearstream Banking AG +S&P Global Ratings +Fitch Ratings +Clearstream Banking S.A. +S&P Global Ratings +Deutsche Börse AG +Credit ratings +Credit ratings +At the Annual General Meeting we will be proposing to pay a dividend of €3.20 per no-par value share +for the financial year 2021 (2020: €3.00). This dividend is equivalent to a distribution ratio of 49 per +cent of net profit for the period attributable to our shareholders. Given 183.6 million no-par shares +bearing dividend rights, this would result in a total dividend payment of €587.6 million (2020: +€550.6 million). The number of shares with dividend rights is produced by deducting 6.4 million +treasury shares from our ordinary share capital of 190.0 million shares. +We generally aim to distribute dividends equivalent to between 40 and 60 per cent of net profit for the +period attributable to Deutsche Börse AG shareholders. Within this range, we manage the actual payout +ratio mainly in relation to our business performance and based on continuity considerations. In addition, +we plan to invest the remaining available funds primarily in our complementary external development. +Should the Group not be able to invest these funds, additional distributions, particularly in the form of +share buy-backs, would be another possible use for them. +Dividends and share buy-backs +S&P Global Ratings bases the calculation of key performance indicators on the corresponding weighted +average of the reported or expected results of the previous, the current and the following reporting +period. To ensure the transparency of the key performance indicators, we report them based on the +current reporting period. +<3 +Further information +Remuneration Report +Financial statements and notes +Management report | Our economic situation +Executive and Supervisory Boards +AA +A-1+ +AA +A-1+ +222,919.3 +thereof financial assets +thereof other intangible assets +thereof goodwill +thereof intangible assets +Non-current assets +ASSETS +€m +31 Dec 2020 +31 Dec 2021 +€m +Consolidated balance sheet (extract) +Material changes to net assets are described below; the full consolidated balance sheet is shown in the +consolidated financial statements. +20,462.4 +Net assets +<3 +Further information +Remuneration Report +Financial statements and notes +Management report | Our economic situation +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +69 +65 +On 18 January 2022, S&P Global Ratings affirmed the AA credit ratings of Deutsche Börse AG, +Clearstream Banking AG and Clearstream Banking S.A. Deutsche Börse AG's rating reflects the +assumption that the Group will continue its growth strategy. Clearstream Banking S.A.'s rating reflects its +strong risk management, minimal debt levels and strong position on the international capital markets - +especially through its international custody and transaction business. +On 5 July 2021, Fitch Ratings affirmed the AA credit rating of Clearstream Banking S.A. with a stable +outlook. The rating reflects Clearstream Banking's leading position in the post-trade business, its diligent +liquidity management, as well as its impeccable capitalisation. +Our credit quality is reviewed regularly by S&P Global Ratings, while Clearstream Banking S.A. is rated +by Fitch Ratings and S&P Global Ratings, and Clearstream Banking AG by S&P Global Ratings. +As at 31 December 2021 we were one of only two DAX-listed companies with an AA rating from S&P +Global Ratings. +Deutsche Börse Group | Annual report 2021 +15,018.6 +78,292.5 +1.1 +Free funds from operations (FFO) / net debt +Net debt / EBITDA +Rating key figures +147.10 +27.0 +139.25 +27.7 +24.0 +140.15 +104.95 +21.5 +96.80 +17.2 +€bn +€ +Average market capitalisation +Year-end closing price +Deutsche Börse shares +494 +8,855 +6,528 +- 1,368.7 +- 1,264.5 +- 1,340.2 +- 1,131.6 +€m +Operating costs (excluding depreciation, amortisation and +142.7 +196.6 +1.1 +1.0 +1.0 +2.0 +- 1,551.6 +70 +70 +We also seek the exchange with experts from politics, supervisory authorities, civil society and academia +by participating in expert events, expert groups and associations. We advocate for effective regulation +that supports the objective of efficient, transparent and stable financial markets while safeguarding our +corporate interest. +The Group Regulatory Strategy department, which reports to the CEO, is responsible for holistically +positioning Deutsche Börse Group with regard to political and regulatory developments at the national, +European and international level. It monitors, analyses and deals with regulatory revenue risks and +opportunities. Based on our specific knowledge as a financial market infrastructure provider, we share +our expertise about the evolution of the regulatory framework. Thus, we make a permanent contribution +to strengthening financial market infrastructure and capital markets as a vital tool for achieving society's +overarching objectives. We take part in consultations on political and regulatory initiatives, for example, +and submit comments and papers to explain the implications of certain regulatory proposals for +Deutsche Börse Group, our clients, the financial markets and society as a whole. Our white papers and +studies also contribute to an improved understanding of specific aspects of financial market regulation. +We regularly review the statutory requirements and the demands of rating agencies and (voluntary) +market standards and initiatives. We seek dialogue with our internal and external stakeholders +continuously and systematically and so determine the focus areas of our work – by means of investor +days, employee and client surveys, dialogue with rating agencies and society as a whole, our +involvement in various initiatives and our regular materiality analysis, in which we interview our +stakeholders with respect to our company and the impact we have on society and the economy. +- +Our stakeholder engagement +We describe the fourth and last category of our value creation in the section our social environment. We +consider ourselves to be an established part of society and wish to make a positive contribution here too. +In this heterogeneous field, our commitments go well beyond those topics that concern us directly as a +company, such as our own carbon footprint or human rights in the supply chain. As a result our value +added is very broad. We play an active part in financial market initiatives and offer training courses - +some free of charge - to increase understanding of our market role and of our products and services. As +a member of the UN Global Compact (UNGC) and the Sustainable Stock Exchanges initiative (SSE), +Deutsche Börse Group has committed itself to implementing the 17 Sustainable Development Goals +(SDGs) of the "2030 Agenda for Sustainable Development" set by the UN. +<3 +10. Our social environment +Further information +247,7 +Remuneration Report +Management report | Our social environment +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +69 +3) The ratios for the years 2017-2020 have been adjusted. The dividend payout ratio is determined using reported net profit. +4) Amount based on the proposal to the Annual General Meeting 2022. +2) Proposal to the Annual General Meeting 2022. +1) Bonds that will mature in the following year are reported under other current liabilities. +38 +76 +79 +69 +59 +% +Financial statements and notes +thereof cash deposits by market participants +204.5 +€m +Financial statements and notes +Management report | Our economic situation +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +210 +67 +Market participants linked to the Group's clearing houses partly provide collateral in the form of cash +deposits, which are subject to daily adjustments. The cash deposits are generally invested on a secured +basis overnight by the central counterparties and reported in the balance sheet under "restricted bank +balances". The total value of cash deposits at the reporting dates relevant for the reporting period +(31 March, 30 June, 30 September and 31 December) varied between €32.9 billion and €78.3 billion +(2020: between €38.2 billion and €62.2 billion). +The "financial instruments of the central counterparties" item relates to the function performed by Eurex +Clearing AG, European Commodity Clearing AG as well as Nodal Clear, LLC. Since they act as the +central counterparties for Deutsche Börse Group's various markets, their financial instruments are carried +in the balance sheet at their fair value. The financial instruments of the central counterparties are +described in detail in the section “Risk management" of the Combined management report and in +Notes 12 and 24 to the consolidated financial statements. +Technical closing-date items +Working capital comprises current assets less current liabilities, excluding technical closing-date items. +Current assets, excluding technical closing-date items, amounted to €1,387.7 million (2020: +€875.6 million). As Deutsche Börse Group collects fees for most of its services on a monthly basis, the +trade receivables of €969.4 million included in current assets as at 31 December 2021 were relatively +low compared with net revenue (31 December 2020: €616.6 million). The increase in trade receivables +was particularly due to open items as of the reporting date from the high market volatility of the spot +markets within EEX Group, which were offset by an increase in trade payables at the same time. The +current liabilities of the Group, excluding technical closing-date items, amounted to €1,214.8 million +(2020: €959.4 million, excluding technical closing-date items). For this reason, the Group had a +working capital of €173.0 million at year-end (2020: negative working capital of €83.8 million). +Deutsche Börse Group invested a total of €206.4 million in the reporting year (2020: €195.4 million) +in intangible assets and property plant and equipment (capital expenditure, CAPEX). The Group's largest +investments were in the Clearstream and Eurex segments. +Group equity rose by 18 per cent compared with the previous year. This was due mainly to the net profit +for the reporting year 2021, less the dividend payment for the previous financial year 2020. +<3 +Further information +Remuneration Report +Financial statements and notes +Management report | Our economic situation +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +66 +99 +The significant increase in total assets was particularly due to the volatility of restricted bank balances +and financial instruments of the central counterparties at the reporting date. +Deutsche Börse Group's total assets increased year-on-year by 46 per cent. The increase in intangible +assets resulted primarily from the acquisitions of Institutional Shareholder Services and Crypto Finance. +This particularly resulted in significantly higher goodwill and other intangible assets. +1) Prior year adjusted. +38,188.8 +Remuneration Report +Further information +Overall assessment of the economic position by the Executive Board +<3 +thereof treasury result from banking and similar +business +3,509.5 +3,213.8 +2,936.0 +2,779.7 +2,462.3 +€m +Net revenue +Consolidated income statement +2021 +2020 +2019 +132.6 +2018 +<3 +Deutsche Börse Group: five-year overview +Further information +Remuneration Report +Financial statements and notes +Management report | Our economic situation +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +68 +99 +⁹ ESG net revenue according to the internal definition of Deutsche Börse Group - see "Definition of our ESG net revenue". +As in all recent years, we are again offering shareholders a higher dividend for financial year 2021. The +proposed dividend is €3.20 (2020: €3.00), a year-on-year increase of 7 per cent. +Based on this, the Executive Board considers that Deutsche Börse Group's financial position remained +very solid during the reporting period. The Group generated high operating cash flows as in previous +years. Net debt in relation to EBITDA of 2.0 was slightly higher than the target limit of 1.75 as a result +of M&A activities mainly driven by the ISS acquisition. +2017 +64 +Working capital +We intend not to allow tangible equity (equity less intangible assets) of Clearstream Banking S.A. to fall +below €1,100 million. Clearstream Banking S.A. exceeded this during the year under review, with a +figure of €1,468 million. +■ ESG Analytics comprises solutions that enable investors to develop and integrate responsible investment policies and +practices, to advocate responsible investment topics, and monitor portfolio companies by means of screening and analytics. +■ Governance Solutions consists of objective governance research and recommendations, end-to-end solutions for proxy advisers +and reporting, as well as an outsourced proxy voting service, which includes the transmission of voting instructions. +Corporate Solutions offers web-based tools for governance and sustainability analyses, ESG data, ratings, valuations and +reports that support corporate customers to design and manage their corporate governance, remuneration and sustainability +programmes. +ESG net revenue comprises Corporate Solutions, ESG Analytics and Governance Solutions from ISS, without Liquid Metrix and +SCAS (securities class action services). +The corresponding ESG net revenue comprises all revenue from licensing sustainable index solutions. Licence revenue from +such products can either be observed directly (e.g. in the case of ETF licences) or it is allocated, if it is sold as part of a +package. Revenue from sustainable analytics solutions will be added as soon as these products are available and actively +marketed. +EEX +Eurex +ISS +Qontigo +ESG net revenue by segment +The following activities fall within our ESG reference framework for each segment: +Further information +Remuneration Report +Financial statements and notes +Management report | Our economic situation +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +5,835 +5,397 +5,183 +Employees (average annual FTEs) +51 +53 +61 +52 +% +ESG net revenue at Eurex comes from trading on the platform in ESG equities index and fixed-income index derivatives (based +on licences from various index providers). +ESG net revenue at Eurex Repo comes from trading on the platform in ESG-related collateral-based financial products, which +include green bond general collateral baskets (sovereign and non-sovereign bonds). +EEX defines ESG net revenue as revenue related to sustainable commodity markets (environmental markets, both compliance +and voluntary). They include contracts for green power, emissions certificates and the related services for registers and +certificates of origin. In future they may also relate to natural gas, freight or agricultural products. +360T +1.523.0 +1,181.4 +Cash flows from operating activities (excluding CCP positions) +€m +€m +2020 +2021 +Consolidated Cash flow statement (condensed) +<3 +Cash flow +Financial position +Further information +Dividend payout ratio³ +Remuneration Report +Management report | Our economic situation +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +4 +61 +19 +IFS defines ESG net revenue as revenue related to Vestima's custody and settlement services for funds classified as ESG funds. +Vestima acts as a central point of contact and offers a standardised process for all fund transactions, which increases our +customers' operating efficiency. +Clearstream defines ESG net revenue as revenue in connection with voting instructions and distribution services offered in the +context of investor services. These products support compliance with regulatory, governance or market standards and make it +easier for shareholders to exercise their governance rights as active investors. +ESG net revenue relates to trade in green bonds and ESG ETF (best-in-class approach, exclusion method, investment by topic), +but also to courses on ESG topics like the Master Class SDG Strategy (planned for 2022) (E), seminars to boost women's +financial competence (S) or an examination to qualify as a Supervisory Board member (G). +IFS +Clearstream +Xetra +360T does not report any ESG net revenue. +Financial statements and notes +Cash flows from operating activities +3.202 +2.70 +€ +Earnings per share (basic) +shareholders +1,209.7 +1,079.9 +1,003.9 +824.3 +874.3 +€m +Net profit for the period attributable to Deutsche Börse AG +- 293.7 +- 264.3 +- 226.2 +- 210.5 +- 159.9 +€m +Depreciation, amortisation and impairment losses +2,043.1 +1,869.4 +1,678.2 +1,443.7 +1,528.5 +€m +Earnings before interest, tax, depreciation and amortisation +(EBITDA) +49 +4.68 +4.46 +5.47 +5.89 +2.45 +€ +Dividend per share +Performance indicators +3,037.3 +2,637.1 +20,462.4 +7,742.4 +6,556.1 +15,642.0 11,706.9 14,570.5 +4,963.4 6,110.6 +2,283.2 2,286.2 +10,883.7 +4,959.4 +1,688.4 +€m +Non-current interest-bearing liabilities¹ +2.90 +€m +€m +Non-current assets +Consolidated balance sheet +908.9 +1,412.0 +926.1 +1,298.2 +1,056.2 +€m +Cash flows from operating activities +Consolidated cash flow statement +6.59 +Equity +908.9 +3.00 +Cash flows from investing activities +<3 +Remuneration Report +Financial statements and notes +Management report | Our economic situation +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +83 +63 +We are committed to achieving the minimum financial risk profile that is consistent with an AA rating in +accordance with S&P Global Ratings methodology. Furthermore, we endeavour to maintain the strong AA +credit ratings of our subsidiaries Clearstream Banking S.A. and Clearstream Banking AG, in order to +ensure the long-term success of the Clearstream securities settlement and custody segment. The +activities of our Eurex Clearing AG subsidiary also require strong credit quality. +The Group's clients generally expect us to maintain conservative interest coverage and leverage ratios, +and hence to achieve a good credit rating. +Capital management +Frankfurt +In the course of our capital management we aim for the following relevant ratios: +Frankfurt +Luxembourg/ +Frankfurt +Luxembourg/ +June 2027/ June +2047 +Call date +7 years/final +maturity in +27 years +€600 m DE000A289N78 +Fixed-rate bearer bond +(hybrid bond) +0.125% +February 2031 +10 years +DE000A3H2465 +€500 m +Fixed-rate bearer bond +Luxembourg/ +Frankfurt +Luxembourg/ +Frankfurt +Luxembourg/ +Frankfurt +Luxembourg/ +1.125% +1.250% +(until call +date) +March 2028 +■ Net debt to EBITDA ratio: no more than 1.75 +■ Interest cover ratio: at least 14 +The acquisitions in 2021, particularly the acquisition of a majority interest in ISS and the purchase of +the remaining shares in Clearstream Fund Centre, resulted in the ratio of FFO to net debt being below +target and the ratio of net debt to EBITDA being higher. +1,412.0 +1,468 +≥ 1,100 +€m +46 +≥ 14 +38 +≥ 50 +% +2.0 +≤ 1.75 +■ Free funds from operations (FFO) to net debt: equal to or greater than 50 per cent +2021 +Tangible equity of Clearstream Banking S.A. (as at the reporting date) +Interest coverage ratio +Free funds from operations (FFO) / net debt +Net debt / EBITDA +Relevant key performance indicators +The following table “Relevant key performance indicators" illustrates our calculation methodology and +shows the values for the reporting year. +■ Interest expenses for rating purposes are calculated on the basis of interest expenses for financing, less +interest expenses of Group entities which are also financial institutions. These are among others +Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG. Interest expenses which +are not related to our financing are not included in the calculation of interest expenses. Only 50 per +cent of the hybrid bond is counted towards interest expenses. Interest expenses for rating purposes in +2021 came to €42 million. +■ The Group's net debt for rating purposes is reconciled by first deducting 50 per cent of the hybrid +bond, as well as the surplus cash as at the reporting date, from gross debt (i.e. from interest-bearing +liabilities). Liabilities from operating leases and unfunded pension obligations are then added. Net debt +for rating purposes in 2021 was €3,873 million. +■ FFO for rating purposes is calculated by deducting interest and tax expenses from EBITDA. FFO for +rating purposes in 2021 was €1,452 million. +■ To determine EBITDA for rating purposes, reported EBITDA is adjusted by the result from financial +investments, as well as by unfunded pension obligations. EBITDA for rating purposes in 2021 was +€1,970 million. +We follow the methodology of S&P Global Ratings closely when calculating these ratios. +Tangible equity (for Clearstream Banking S.A.): total of at least €1,100 million +Target figures +10 years +Further information +Cash flow for 2021, which is the sum of all inflows and outflows of cash from operating, investing and +financing activities, came to €-460.5 million (2020: €370.0 million) and was mainly the result of M&A +activity. +For further details of cash flow, see the "Consolidated cash flow statement” and Note 21 to the +consolidated financial statements. +<3 +Further information +Financial statements and notes +Management report | Our economic situation +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +29 +62 +The positive cash flow from operating activities, sufficient credit lines and flexible management and +planning system mean that we are still adequately supplied with liquidity for 2022. +Cash flow from financing activities was €798.7 million (2020: cash outflow of €254.2 million) and +consists mainly of the dividend distributed for financial year 2020 of €550.6 million (2020: dividend for +financial year 2019 of €531.9 million), the issue of two bonds for €1.0 billion to acquire ISS and the +issue of commercial paper, which generated net cash proceeds of €0.8 billion. The purchase of the +remaining 48.8% of the shares in Clearstream Fund Centre also resulted in a cash outflow of +€356.0 million. +Cash flow from investing activities came to €2,168.0 million in 2021 (2020: €787.7 million) and were +determined largely by the acquisitions of ISS, Data Discovery and Crypto Finance, which resulted in a +cash outflow of €1,843.0 million. Capital expenditure on intangible assets and property, plant and +equipment of €206.4 million (2020: €195.4 million) was similar to the previous year. +Liquidity management +Cash flow from operating activities was €1,181.4 million (2020: €1,523.0 million) before changes in +CCP positions on the reporting date and was made up primarily of net income for the period of +€1,264.9 million (2020: €1,125.1 million) and cash outflows from changes in working capital. +1,467.3 +1,029.6 +Other cash and bank balances as at 31 December +2,506.7 +2,040.0 +Cash and cash equivalents at 31 December +-254.2 +798.7 +DE000A2LQJ75 +Cash flows from financing activities +-787.7 +-2,168.0 +Cash and cash equivalents at Deutsche Börse Group, i.e. its liquidity, comprise cash and bank balances +- to the extent that these do not result from reinvesting current liabilities from cash deposits by market +participants as well as receivables and liabilities from banking business with an original maturity of +three months or less. Change in other cash and bank balances was affected by cash used for +acquisitions, as well as cash outflows from operating activities. +We mainly cover our operational liquidity needs by means of internal financing, i.e. by retaining +earnings. Our aim is to hold sufficient liquidity to be able to meet all our payment obligations as they fall +due. We have an intra-Group cash pool to aggregate our surplus cash as far as regulatory and legal +provisions allow. We invest cash in principle on a short-term basis, in order to ensure rapid availability, +and these investments are largely secured by liquid bonds from prime-rated issuers. Moreover, we have +access to external sources of financing, such as bilateral and syndicated credit lines, as well as a +commercial paper programme (see Note 24 to the consolidated financial statements for details of +financial risk management). In recent years, we have leveraged our access to the capital markets to +issue corporate bonds in order to meet our structural financing needs. +Remuneration Report +10 years +0.000% +February 2026 +5 years +DE000A3H2457 +€500 m +Fixed-rate bearer bond +1.625% +October 2025 +€600 m +€500 m DE000A1684V3 +Fixed-rate bearer bond +(p.a.) +2.375% +Fixed-rate bearer bond +October 2022 +€600 m DE000A1RE1W1 +Fixed-rate bearer bond +Listing +Maturity +Term to +ISIN +Issue volume +Type +Coupon +Debt instruments issued by Deutsche Börse AG (outstanding as at 31 December 2021) +10 years +■ Straight-through processing +or severity of effect +Reduces frequency of events +■ Compliance +■ Legal +■ Physical security +measures +■Information security +■Internal control system +■ Other +Risk mitigation +■ Business continuity +→ Loss +Group-wide +→ Event +Root cause +Internal and external losses +Risk types +Risk scenarios +Risk analysis +Implied risks +Risk management approach/risk appetite +Business strategy +Interlocking business strategy and risk management approach +Risk monitoring +Further information +Remuneration Report +→ Effect +Existing risks +Further information +Aggregated risk measurement +Financial statements and notes +Supervisory Board of Deutsche Börse AG +Monitors the effectiveness of the risk management system +Evaluates the risk management approach and system +Risk management - organisational structure and reporting lines +Remuneration Report +Financial statements and notes +Management report | Risk management +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +75 +Deutsche Börse AG's Executive Board determines the Group-wide risk management approach and risk +appetite and allocates the latter to the company's individual business segments and business units, +respectively. It ensures that the Group's risk appetite is and remains compatible with its short- and long- +term strategy, business and capital planning, risk-bearing capacity and remuneration systems. +The Supervisory Board of Deutsche Börse AG assesses and monitors the effectiveness of the risk +management system and its continuing development. The Supervisory Board has delegated the +evaluation to its Audit Committee. In addition, the Risk Committee examines the risk management +approach and risk appetite on an annual basis. +Our risk management approach applies to the entire Deutsche Börse Group. Risk management +functions, processes and responsibilities are binding for all our employees and organisational units. To +ensure that all employees are risk-aware, risk management is firmly anchored in the Group's +organisational structure and workflows. Regular mandatory training sessions are also held, which were +developed in a project to strengthen the risk culture of all employees. The Executive Board is responsible +for risk management overall, whereas within the subsidiaries it is the responsibility of the management. +The boards and committees given below receive regular information on the risk situation. +Implementation in the Group's organisational structure and workflow +■ Deutsche Börse Venture Network® +■ DB1 Ventures +Long-term developments +Risk acceptance +■Changes to business +and/or business strategy +Risk avoidance +■ Other +■ Insurance +Risk transfer +↓ Risk mitigation +■ Risk metrics +■ Stress tests +■ Risk map +Emerging risks +Management report | Risk management +Increase in absolute result with market position still strong +Deutsche Börse Group | Annual report 2021 +Human rights matters +For further sustainability performance indicators we refer to our GRI index on our homepage. +In addition, we have published a TCFD index, which follows the recommendations of the Task Force on +Climate-related Financial Disclosures (TCFD). Information on how we deal with climate risks and +opportunities is presented in the TCFD index on our homepage. +projects, such as reforestation. We intend to validate our path to climate neutrality with the Sciene Based +Targets initiative (SBTI). +The third stage from 2025 is to offset the remaining annual emissions by means of real external +The second step is to expand these measures in order to reduce emissions by at least a further 20 +percentage points by 2023. Currently, we assume that we will achieve this target in 2022 (see “Report +on expected developments"). +The first step is to reduce the CO2 emissions per workspace by more than 50 per cent compared with +2019. This will take place by means of direct measures to avoid CO2 emissions. They include switching +the energy supplies of office buildings to renewable energies and expanding local infrastructure for +electric vehicles. +We intend to proceed as follows: +<3 +Further information +Remuneration Report +Financial statements and notes +Management report | Our social environment +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +71 +We announced our new climate strategy at the Annual General Meeting in May 2021. Our objective is to +become climate-neutral by 2025, i.e. we will reduce our CO2 emissions per workspace by at least 70 +per cent by 2022 (base year: 2019). The remaining emissions will be offset by external emissions +reduction projects. +Climate strategy and reporting +When our revolving credit facility (RCF) was renewed in 2019 the pricing was tied to our ESG ratings +from Sustainalytics. Originally on 28 March 2017, the credit facility was concluded with a banking +consortium by us and our subsidiary Clearstream Banking S.A. amounting up to €750 million. +AAA rating unchanged since 2016 +AAA +AAA +MSCI +70 +76 +Audit Committee of the Supervisory Board +Evaluates the effectiveness of the risk management system +Sustainalytics +We improved in all ESG dimensions +We are aware of our corporate responsibility and are committed to the principles of sustainability. We +aspire to lead by example, by assuming our corporate responsibility in a holistic way and reporting on +how we do so. Our management approach for a Group-wide commitment to sustainability therefore +includes respect for human rights both in the supply chain and within the company. To ensure that this +is the case, our human rights declaration applies to all the activities of Deutsche Börse Group and its +consolidated entities, including our relations with employees, suppliers and clients. In addition, we have +introduced a code of conduct for suppliers and service providers, which comprises a comprehensive +catalogue of environmental, social and governance criteria (ESG). Suppliers responsible for 99.3 per +cent of our purchasing volume have currently signed an agreement based on the Code of Conduct. It is +standard practice for new suppliers to sign the Deutsche Börse Group's Code of Conduct or (in +exceptional cases) to make a voluntary commitment of their own. +Capital Markets Academy +Our Capital Markets Academy offers training courses on everything to do with capital markets. They +include specialist seminars, certified courses, system training programmes and examinations for traders. +In addition, Frankfurt Stock Exchange regularly hosts free webinars on current topics for private investors +and uses video tutorials to present contents in a structured, simple and understandable way. With this +free service our aim is to simplify access to complex aspects of capital markets and contribute to the +economic education of society. +72 +74 +Internal risk management is based on the Group-wide detection and management of risk, which is +focused on its risk appetite, see the chart "Interlocking business strategy and risk management +approach". Deutsche Börse AG's Executive Board has overall responsibility, and defines the framework +for risk management throughout the Group. Under these Group-wide risk management requirements, +each business segment and each of our regulated subsidiaries is responsible for managing its own risk. +"Higher risks are only accepted for an adequate return." We have set ourselves the goal of ensuring that +risk and return should be reasonably balanced, both for specific business areas in general and for +individual regions, products and customers. +3. Appropriate risk/return ratio +"Risk management supports the business units to implement the business strategy within the defined +risk appetite." As such, risks are identified, clearly communicated and the compliance with the risk +appetite monitored. This principle includes risk from organic growth, M&A activities and the use of +transformational technology. The aim is make well-founded strategic decisions within the boundaries of +the defined risk appetite. +2. Supporting the business strategy +1. Risk limitation – protecting the company against liquidation and ensuring its continuing operation +"Capital exhaustion should not occur more than once in 1,000 years." This means that one goal is to +ensure a minimum probability of 99.9 per cent that the total capital available to cover risks will not be +lost within the next twelve months. This approach reflects an economic perspective of risk assessment at +Deutsche Börse Group. In other words, this principle establishes how much risk we can bear and at the +same time what our risk appetite is. Guaranteeing business continuity also means that the regulatory +capital requirements have to be met for the banks and securities firms in the Group, which constitutes a +normative approach to risk assessment. +- +We align our risk management approach with our business model and our corporate strategy. As +Deutsche Börse Group we provide the infrastructure for reliable and secure capital markets, assist +constructively in their regulation and strive to play a leading role in all our business areas. Our risk +management approach is based on three principles: +Risk management approach and risk controlling +The second core component of our risk management approach is the three lines of defence (3LoD), +which are established at Deutsche Börse AG and our regulated Group companies (banks and securities +companies). This model defines a clear division of functions and responsibilities between the operating +business units (first line of defence), risk management (second line of defence) and internal audit (third +line of defence). The main aspects of 3LoD are described in detail in the section “Centrally coordinated +risk management - a five-stage process". +<3 +Further information +Executive and Supervisory Boards +Remuneration Report +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +73 +In addition, other Group entities hold different licences to provide regulated activities in the financial +services sector. As such, these entities are subject to comprehensive statutory requirements, inter alia on +risk management (for further information on the regulated entities, please refer to the section on +"Regulatory capital requirements and regulatory capital ratios"). In addition to the above statutory +requirements, there are the Minimum Requirements for Risk Management (MaRisk) issued by the +German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, +BaFin), and circular 12/552 issued by the Financial Supervisory Authority of Luxembourg (Commission +de Surveillance du Secteur Financier, CSSF). In this context, significant parts of the risk management for +a number of our Group's companies are defined in the context of the second pillar of the Basel III +regime. Moreover, Clearstream and Eurex Clearing AG have wide-ranging recovery and resolution plans +to comply with the EU Banking Recovery and Resolution Directive (BRRD). +Our banks follow international standards and comply with the minimum capital requirements set by +regulation (Capital Requirements Regulation, CRR). In addition, they rely on the internal processes to +judge the adequacy of capital and liquidity (Internal Capital Adequacy Assessment Process, ICAAP and +Internal Liquidity Adequacy Assessment Process, ILAAP), which comprise internal stress tests and +constitute a core component of the risk management approach. Clearstream Banking AG and +Clearstream Banking S.A. are also subject to the Central Securities Depositories Regulation (CSDR). +Clearstream companies are also subject to the Minimum Requirements for Own Funds and Eligible +Liabilities (MREL) as of 2022. Eurex Clearing AG and European Commodity Clearing AG are authorised +as central counterparties (CCPs) and are subject to the requirements of the European Market +Infrastructure Regulation (EMIR). +Risk management for Deutsche Börse AG and risk reporting to the Executive Board for Deutsche Börse +Group as a whole is centralised with the Chief Risk Officer (CRO). Deutsche Börse AG's risk +management adheres to the same standards that apply to our subsidiaries that are regulated as banks. +This includes regular reporting to the Executive Board on a number of metrics, which cover operational +risks (e.g. system availabilities and litigations), financial risks, business risks and other special risks. The +Executive Board has defined what is known as a risk appetite for all these areas, which is monitored by +means of the monthly reporting. The Group's capital and liquidity position is also part of the extensive +reporting to the Executive Board. This ensures that the effectiveness of capital and liquidity planning is +reviewed continuously. The following sections look in more detail at the aspects mentioned above. In +view of their economic importance, we particularly discuss the largest regulated banks in our Group, +namely Clearstream Banking S.A. and Clearstream Banking AG (hereafter Clearstream, including +Clearstream Holding AG) and Eurex Clearing AG. +<3 +11. Risk management +Further information +Remuneration Report +Financial statements and notes +Management report | Risk management +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Risk management +Financial statements and notes +Risk Committee of the Supervisory Board +Remuneration Report +Executive Board of Deutsche Börse AG +79 +Risk metrics are used to quantify the exposure to the most important internal risks against set limits. +They are complementary to the VaR approach and serve to monitor other factors as well as non- +quantifiable risks. Any under- or overshoot of these limits serves as an early warning signal, which is +reported to the Executive Board on a monthly basis. Furthermore, any such breach immediately triggers +the necessary analysis and risk mitigation processes. +4. Risk metrics +Stress tests are carried out in order to simulate separately and in aggregate extreme but plausible events +for all material types of risk. They simulate the occurrence of extreme losses or the accumulation of large +losses within a single year. Both hypothetical and historical scenarios are used and calculated for the +banks and securities firms in the Group. Inverse stress tests are also carried out. They calculate which +loss scenarios or liquidity squeezes would have to materialise for risk-bearing capacity to be exceeded +from a capital or liquidity perspective. Additional adverse scenarios are simulated for the normative +perspective of banks and securities firms. The recovery plans for the banks also include other recovery +stress tests. +3. Stress tests +As already explained in the 2021 half-year financial report, we reduced the defined confidence level for +determining the required economic capital from 99.98 percent to 99.9 percent as of 1 January 2021 +while keeping the considered time window constant. This adjustment allows better comparability and +thus better risk management, since the capital requirements are now subject to a uniform confidence +assumption in the economic and normative perspective. +The two institutions have adopted different approaches regarding operational risk: Clearstream uses the +considerably more complex advanced measurement approach (AMA) in all business units. This means +that it meets the regulatory capital requirements for operational risk set out in the EU's Capital +Requirements Regulation (CRR). According to the method - which has been approved and is regularly +audited by BaFin - the required capital is allocated to the regulated entities. In contrast, Eurex +Clearing AG employs the basic indicator approach in order to calculate regulatory capital requirements +(for details, see section "Regulatory capital requirements and regulatory capital ratios"). +↑ +Business risks +< +Project and ESG risks +↑ +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +■ Legal disputes and business practice +■ Market risk (incl. pension risk) +■ Credit risk +Financial risks +■ Damage to physical assets +■ Service deficiency +Unavailability of systems +Operational risks +Risk profile of Deutsche Börse Group +Deutsche Börse Group's risk profile +Further information +Remuneration Report +Monitors the risk management system and its continuing +improvement in light of the risk management approach +■ Liquidity risk +Management report | Risk management +Financial statements and notes +Remuneration Report +Further information +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Our social environment +Financial statements and notes +67 +Further information +<3 +The initiatives we support do not necessarily have to have a financial or capital market background but +should rather address issues that Deutsche Börse Group considers to be highly important. For instance, +the Green and Sustainable Finance Cluster Germany is a sustainability initiative for Germany as a +financial centre. The cluster aims to drive sustainable development and the related transformation +process in the finance industry. The Sustainable Stock Exchanges (SSE) initiative mentioned above is a +peer-to-peer learning platform that enables to research how stock exchanges can work with investors, +regulatory authorities and companies to increase their ESG performance and promote sustainable +investments. Our engagement in other forums is more broadly based. One typical example is ecosense, +the sustainable development forum of German business, a collaboration of global companies and +organisations based in Germany. Here the focus is on the fundamental integration of sustainability topics +into business activities. +Another important element of our stakeholder engagement is the dialogue with rating agencies. There +are many ESG ratings of independent organisations to evaluate companies in terms of how they deal +with economic, ecological and social opportunities and risks. We use this external validation of our own +ESG endeavours to continuously improve and sharpen our ESG profile. Insights from the ESG rating +process were also factored into our materiality analysis. +The following rating agencies, projects and indices measure the sustainability performance of Deutsche +Börse AG every year and play a particular role for us: +ESG ratings +Valuation +Rating agency +2021 +2020 +Comment +S&P +80 +Another key component of our ICS is the principle of segregation of duties: tasks and authorities are +clearly assigned and separated from each other in organisational terms. Incompatible tasks - such as +modifying master data on the one hand and issuing payment instructions on the other - are strictly +segregated at a functional level. An independent control unit grants individual employees access rights to +the accounting system and continuously monitors these permissions using a so-called incompatibility +matrix. Transactions are initially recorded in the general ledger or the appropriate sub ledgers on the +basis of the chart of accounts and the account allocation guidelines. +Moreover, we continuously monitor and analyse changes in the accounting environment and adjust our +processes accordingly. This applies in particular to national and international accounting standards. +In order to assure uniform and consistent accounting, FA&C provides regularly updated accounting +manuals and guidelines and instructions for the material accounting processes - as part of the +preparation of the annual and consolidated financial statements of Deutsche Börse AG. All employees in +the FA&C area, as well as in decentralised units, have access to these documents and the accounting +and account assignment guidelines, allowing them to see for themselves the scope of managerial +discretion and accounting options Deutsche Börse Group exercises. +The purpose of the accounting-related ICS is to ensure correct accounting practices. The central +Financial Accounting and Controlling (FA&C) division, together with decentralised units acting on the +requirements set out by FA&C, are responsible for preparing the accounts at Deutsche Börse AG and its +consolidated subsidiaries. Group Tax is responsible for determining tax items for accounting purposes. +The relevant department heads are responsible for the related processes, including effective security and +control measures. The aim is to ensure that risks relating to the accounting process are identified early +on, so that remedial action can be taken in good time. +Deutsche Börse has a Group-wide internal control system (ICS) that defines the minimum requirements +for all entities in the Group. The ICS comprises rules for managing our activities as well as guidelines +defining how compliance with these rules is monitored. Monitoring takes place by means of both +process-integrated measures (such as organisational safeguards and controls) as well as process- +independent measures. It should be emphasised that the monitoring covers both the financial and non- +financial effects of risks, especially on the process level. All business divisions are responsible for +ensuring that Group-wide ICS requirements are met in their respective areas of responsibility. +Structure of the internal control system +Our risk management approach also contains a sustainable long-term component by considering risks +over a twelve-month horizon, in addition to the current risk exposure. For this purpose, we have +developed so-called risk maps tailored specifically for expected or upcoming regulatory requirements and +IT and information security risks. In addition, other operational, business and financial risks are also +assessed beyond a twelve-month period. Risk maps classify risks by their probability of occurring and by +their financial impact, should they materialise. A review process of Environment Social Governance +(ESG) aspects is also carried out as part of the Group Risk Committee. +Emerging risks +<3 +Management report | Risk management +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Financial statements and notes +Our banks Clearstream and Eurex Clearing AG also calculate their capital requirements for various risk +types (see the chart “Deutsche Börse Group's risk profile") in line with the Pillar I requirements of Basel +III. In addition, Eurex Clearing AG met the EMIR capital requirements, while Clearstream Banking AG +has to comply with CSDR capital requirements as authorisation as a CSD was granted by BaFin and the +CSSF in 2020 and 2021 respectively. Clearstream and Eurex Clearing AG use the standard approach for +analysing and evaluating credit and market risk. +Further information +Remuneration Report +Financial statements and notes +Management report | Risk management +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +76 +Our regulated subsidiaries act in the same way, always ensuring that they meet the requirements of the +Group. In particular, they adhere to the risk appetite framework allocated to them by Deutsche Börse +Group. The relevant supervisory boards and their committees are involved in the process, as are the +executive boards and the corresponding risk management functions. Clearstream and Eurex Clearing AG +implement the risk management approach with specific features drawn up for their own businesses. +They therefore also use metrics and reporting formats adapted to the overarching Group structure. In +general, the management of the respective subsidiary is responsible for its risk management approach +and risk appetite; compliance is monitored by the respective supervisory board. +The Chief Risk Officer leads the development of proposals for the risk management approach, risk +appetite, approaches and methods for risk monitoring and control, capital allocation and the necessary +processes. Risks are continuously analysed, evaluated and reported quantitatively and qualitatively. The +reports are submitted regularly to the GRC, once a month or as needed to the Executive Board, once a +quarter to the Risk Committee of the Supervisory Board and once a year to the Supervisory Board. +Likewise, the CRO reports to the Audit Committee on the effectiveness of the risk management system +on an annual basis. This system ensures that the responsible bodies can regularly check whether the +defined risk limits are being adhered to consistently. +The Group Risk Committee (GRC) reviews the risk position of the Group regularly and involves the +Executive Board in all important matters. The GRC is an internal Group committee, chaired by the Chief +Financial Officer. +The Executive Board of Deutsche Börse AG also determines what parameters are used to assess risks, +how risk capital is allocated and what procedures apply. It ensures that the requirements for the risk +management approach and the risk appetite are met. +Business segments +Identify, notify and control +78 +Identify, notify and control +Chief Risk Officers/Risk management functions +Manage risks in day-to-day operations and report to their +own committees and the Group +<--- +Assess and monitor risks, report to Executive Board and +Supervisory Board +Chief Risk Officer/Group Risk Management +Responsible for the risk management of their institution +Executive boards +Monitor the effectiveness of the risk management systems +and evaluate the risk management approach +Supervisory boards +Clearstream and Eurex Clearing AG +Financial institutions +Group Risk Committee (the Group's internal risk committee) +Continuously monitors the overall risk profile +Decides on risk management approach and appetite +Business segments +<3 +Centrally coordinated risk management - a five-stage process +The five-stage risk management system +2. Normative perspective and other regulatory capital requirements +The risk management function regularly calculates the ratio of REC to risk-bearing capacity as a +management metric and so provides an answer to a repetitive but vital risk management question: how +much risk can we afford and what is our current risk exposure? The ratio of REC to risk-bearing capacity +was always below the set limit in the reporting year, i.e. we ensured that our risk-bearing potential was +adequate and we were at no time exposed to insolvency risk. +The economic perspective measures risk positions arising from regular operations solely on the basis of +qualitative and quantitative criteria, regardless of the requirements of individual accounting or regulatory +models. This perspective defines the minimum amount of required economic capital (REC). Principle 1 +of our risk management approach stipulates that we should not exhaust our risk-bearing capacity in +more than 0.1 per cent of all years. REC calculated in this manner also complies with the requirements +of the second pillar of Basel III for our subsidiaries Clearstream and Eurex Clearing AG. At Group level +we determine our risk-bearing capacity on the basis of reported equity in accordance with International +Financial Reporting Standards (IFRSs). Clearstream and Eurex Clearing AG determine their risk-bearing +capacity on the basis of their regulatory capital (for details, see section "Regulatory capital requirements +and regulatory capital ratios"). +1. Economic perspective: What risk can the capital cover? +We measure and monitor operational, financial and commercial risks on a continuous basis using a +range of instruments. We adopt an economic perspective to quantify and aggregate risks. A normative +perspective is adopted for the credit institutions that are in focus below - such as Clearstream and Eurex +Clearing AG in particular - and the financial services institutions in the Group. The value at risk (VaR) +model is the main tool for quantification. The purpose of the VaR model is to determine the amount of +capital given a confidence interval defined ex ante – required to cover very unlikely but possible losses +incurred within twelve months. Moreover, we carry out stress tests in order to simulate extreme, yet +plausible, events and their impact upon the Group's risk-bearing capacity. Another approach to risk +monitoring, which serves as an early warning system for quantified and non-quantifiable in-house risks, +is complementary risk metrics. These risk metrics are based on IT and security risks, potential losses, +credit, liquidity and business risks. +<3 +Existing risks +Further information +Remuneration Report +Management report | Risk management +Financial statements and notes +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Our risk management is implemented in a five-stage process. All potential losses should be identified, +recorded centrally and measured, quantitatively whenever possible. Measures for managing them are to +be recommended as necessary and their implementation ensured (see chart “Five-stage risk +management process"). The first stage identifies the risks and the possible causes of losses or +operational malfunctions. In the second stage, the business areas (first line of defence) regularly - or +immediately, in urgent cases - report the risks that they have identified and quantified. The report goes +to the risk management function (part of the second line of defence), which evaluates the potential +threat in a third stage. In the fourth stage the business units manage the risks by avoiding, mitigating or +transferring them, or by actively accepting them. The fifth and final stage involves monitoring different +risk metrics and, where necessary, informing the responsible Executive Board members and committees +of significant risks, their assessment and possible emergency measures. In addition to its regular +monthly and quarterly reports, the CRO division compiles ad hoc reports for members of the Executive +and Supervisory Boards. The risk management functions at Clearstream and Eurex Clearing AG submit +reports to the respective executive boards and supervisory boards. The internal audit function (third line +of defence) is an independent function and monitors both the business units and the risk management +functions. +We use quantitative and qualitative approaches and methods for risk monitoring, with the objective of +providing as complete a picture as possible of our risk situation at all times. To this end, the Group +continuously reviews internal events with regard to their risk properties, while also considering regional +as well as global developments. We are thus able to recognise and analyse existing risks; at the same +time, it is able to swiftly and adequately respond to emerging risks, as well as to changes in the market +or in the business environment. +77 +5. Monitor and report +Responsibility +Executive Board +Risk management approach and appetite +Approaches and methods for risk monitoring +Risk profile monitoring and management +Group Risk Management +Group Risk Committee +Business areas +1. Identify +2. Notify +3. Assess +4. Control +Risk management process +73 +Further litigations and proceedings +Litigations +<3 +Starting on 16 July 2010, the insolvency administrators of Fairfield Sentry Ltd. and Fairfield Sigma Ltd., +two funds domiciled on the British Virgin Islands, filed complaints in the U.S. Bankruptcy Court for the +Southern District of New York, asserting claims against more than 300 financial institutions for +restitution of amounts paid to investors in the funds for redemption of units prior to December 2008. On +14 January 2011, the funds' insolvency administrators filed litigation against Clearstream Banking S.A. +for the restitution of USD 13.5 million in payments made for redemption of fund units, which the funds +made to investors via the settlement system of Clearstream Banking S.A. The proceedings, which were +suspended for several years, are ongoing. +Financial statements and notes +Remuneration Report +A buyer of an MBB Clean Energy AG (MBB) bond, which is held in custody by Clearstream Banking AG +and was listed on the Frankfurt Stock Exchange, filed a lawsuit at a Dutch court concerning claims for +damages in the amount of € 33 million against Clearstream Banking AG, Deutsche Börse AG and other +parties. The lawsuit was dismissed at first instance in October 2020; the plaintiff filed an appeal against +the judgment. +Executive and Supervisory Boards +Management report | Risk management +Financial statements and notes +Remuneration Report +Further information +<3 +■„Levin“ plaintiffs group: On 26 December 2018, plaintiffs filed a complaint in the U.S. against +Clearstream Banking S.A. and other parties. Besides the request for turnover of certain assets that +Clearstream Banking S.A. holds as a custodian in Luxembourg, the complaint also asserts direct +damage claims against Clearstream Banking S.A. and other defendants in the amount of up to approx. +USD 29 million (plus punitive damages and interest). +■,,Heiser" plaintiffs group: On 4 December 2019, plaintiffs from a previous case filed a new complaint in +the U.S. against Clearstream Banking S.A. targeting turnover of certain assets that Clearstream Banking +S.A. holds as a custodian in Luxembourg. +■,,Ofisi❝ plaintiffs group: On 26 August 2020, plaintiffs filed a complaint in the U.S. against Clearstream +Banking S.A. and other parties. Besides the request for turnover of certain assets that Clearstream +Banking S.A. holds as a custodian in Luxembourg, the complaint also asserts direct damage claims +against Clearstream Banking S.A. and other defendants in the amount of up to approx. USD 8.7 billion +(plus punitive damages and interest). +▪On 24 November 2020, plaintiffs from the abovementioned Havlish case also sued Clearstream +Banking S.A. and other parties in Luxembourg. The complaint, among others, asserts direct damage +claims against Clearstream Banking S.A. and other defendants in the amount of up to approx. +USD 5.5 billion (plus interest). +In connection with assets concerning Bank Markazi, Bank Markazi on 17 January 2018 filed a +complaint in Luxembourg court naming Clearstream Banking S.A. and Banca UBAE S.p.A. as +defendants. The complaint primarily seeks the restitution of assets totaling approximately USD 4.9 +billion (plus interest), which the complaint alleges are held on accounts of Banca UBAE S.p.A. and Bank +Markazi with Clearstream Banking S.A. Alternatively, Bank Markazi seeks damages in the same amount. +In another proceeding, on 30 April 2021, a Luxembourg first instance court at the request of Bank +Markazi issued a declaratory judgment in connection with, amongst others, the abovementioned +Peterson II proceeding pending in the U.S. The first instance decision of 30 April 2021 subjects the +transfer of assets attributed to Bank Markazi based on a U.S. decision to the requirement of prior judicial +recognition in Luxembourg, violation of which is punishable by a fine of €10 million. Clearstream has +filed an appeal against the decision. +On 15 June 2018, Banca UBAE S.p.A. filed a complaint against Clearstream Banking S.A. in +Luxembourg court. This complaint is a recourse action related to the above-mentioned complaint filed by +Bank Markazi against Clearstream Banking S.A. and Banca UBAE S.p.A. and asks that Banca UBAE +S.p.A. be indemnified and held harmless by Clearstream Banking S.A. in the event that Banca UBAE +S.p.A. loses the legal dispute brought by Bank Markazi and is ordered by the court to pay damages to +Bank Markazi. +Independent of whether Clearstream Banking S.A. should be required to turn over assets attributed to +Bank Markazi in the U.S., the executive board does not think that claims for damages raised against +Clearstream Banking S.A. in Luxembourg or in the U.S. will be successful. Based on this as of 31 +December 2021 and unchanged from the previous year, no provisions were made in connection with +the aforementioned matters. +85 +95 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Risk management +Further information +On 23 July 2021, Clearstream Banking AG was served with a lawsuit that Air Berlin PLC i.L. had +announced by way of an ad hoc announcement on 25 June 2021. The insolvency administrator in +connection with the assets of Air Berlin PLC i.L. claims the payment of approximately € 497.8 million +from Clearstream Banking AG as personally liable partner of Air Berlin PLC i.L. due to Brexit and seeks +declaratory relief that Clearstream Banking AG is liable for all debts which have not already been +approved to the insolvency table. +90 +The Executive Board does not expect that Group companies can be successfully held liable for these +matters either and a material change of the risk situation of the Group currently is not discernible for the +Executive Board. +Deutsche Börse Group | Annual report 2021 +Emergency and crisis management process +Business continuity management +Further information +Remuneration Report +Financial statements and notes +Management report | Risk management +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +87 +It is essential for the Group that we provide our products and services as reliably as possible. We have to +maintain our business operations and safeguard against emergencies and crises. If our core processes +and resources are not available, this represents not only a substantial risk for the entire Group but also +even a potential systemic risk for the financial markets in general. As a result, we have set up a system +of emergency and crisis plans covering the entire Group (business continuity management, BCM). This +covers all processes designed to ensure continuity of operations in the event of a crisis and significantly +reduces unavailability risk. Measures include precautions relating to all important resources (systems, +workstations, employees, suppliers), including the redundant design of essential IT systems and the +technical infrastructure, as well as emergency measures designed to mitigate the unavailability of +employees or workspaces in core functions. This includes unavailability due to pandemic based events, +like the coronavirus outbreak in 2020. This situation is being handled in accordance with the Group's +Incident and Crisis Management Process. Activities are centrally coordinated to ensure the continuity of +the Group's critical operations as well as employees' health and safety. Examples of such emergency and +contingency measures are listed in the following chart “Business continuity management" chart. +Emergency and contingency plans +On 24 January 2022, Clearstream Banking AG was served with a complaint naming Clearstream +Banking AG and two other parties as jointly and severally liable defendants. The lawsuit seeks damages +of approximately € 216 million (plus interest) and declaratory relief that the defendants are liable for +future damages. The claims pursued in the lawsuit are related to instructions to transfer securities that +were not executed due to, among others, official measures. +We take specific measures to reduce operational risks. Among them are emergency and contingency +plans, measures to ensure information security and the physical safety of employees and buildings as +well as compliance rules and procedures. In addition, we have insurance policies that partly cover the +potential financial consequences of operational incidents. +In September 2017, Clearstream Banking AG and Clearstream Banking S.A. were made aware that the +Public Prosecutor's Office in Cologne had initiated proceedings for tax evasion against an employee of +Clearstream Banking AG for his alleged involvement in the settlement of transactions of market +participants over the dividend date (cum/ex transactions). On 22 January 2018, the Public Prosecutor's +Office in Cologne addressed to Clearstream Banking AG a notification of hearing Clearstream Banking AG +and Clearstream Banking S.A. as potential secondary participants (Nebenbeteiligte). Starting on 27 +August 2019, together with other supporting authorities, the Public Prosecutor's Office in Cologne +conducted searches of the offices of Clearstream Banking AG, Clearstream Banking S.A., as well as other +Deutsche Börse Group companies and sites. In the course of these measures, Deutsche Börse Group +entities were made aware that the Public Prosecutor's Office in Cologne has extended the group of +accused persons (Beschuldigte) to include current and former employees of Deutsche Börse Group +companies as well as executive board members of subsidiaries of Deutsche Börse AG. In 2020, +Deutsche Börse became aware of a further extension of the group of accused persons among current +and former employees of Deutsche Börse AG's subsidiaries. Due to the still early stage of the +proceedings, it is still not possible to predict timing, scope or consequences of a potential decision. The +companies concerned are cooperating with the competent authorities. They do not expect that they could +be successfully held liable. +<3 +Further information +Remuneration Report +Financial statements and notes +Management report | Risk management +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +98 +86 +On 2 April 2014, Clearstream Banking S.A. was informed that the United States Attorney for the +Southern District of New York has opened a grand jury investigation against Clearstream Banking S.A. +due to Clearstream Banking S.A.'s conduct with respect to Iran and other countries subject to U.S. +sanction laws. Clearstream Banking S.A. is cooperating with the US attorney. +Proceedings +Measures to mitigate operational risk +84 +■ Cyber crime +On the basis of a binding and enforceable U.S. judgment in 2013, assets in an amount of approx. +USD 1.9 billion were already turned over to a plaintiffs group in a U.S. proceeding (“Peterson I") to +which also Bank Markazi was a party. Currently, the following proceedings that were initiated by the +mentioned plaintiffs groups and that primarily target assets attributed to Bank Markazi are ongoing: +■,,Peterson II" plaintiffs group: On 30 December 2013, plaintiffs filed a complaint in the U.S. against +Clearstream Banking S.A. and other parties seeking turnover of certain assets that Clearstream Banking +S.A. holds as a custodian in Luxembourg and that are attributed to Bank Markazi. Parts of the case +since then reached the U.S. Supreme Court. After remand the case now is before the district court +again where the plaintiffs lastly have filed a motion for summary decision on their asserted turnover +claim. Alternatively, the plaintiffs have requested a preliminary court decision ordering the transfer to +the U.S. of the relevant assets. +■ Remote access to systems +for numerous employees +Employees +■ Option to move essential +operational processes to +other sites if staff at one site +are not able to work +■ Additional precautions to +ensure that operations +remain active in the event +of a pandemic +Suppliers +■Contracts and agreed plans +of action for suppliers and +service providers to specify +emergency procedures +■ Careful and continuous +check of suppliers' +emergency preparations +■ Utilisation of multiple +suppliers +Preparations for emergencies and crises +Our Group has introduced and tested a management process for emergencies and crises that enables us +to respond quickly and in a coordinated manner. This is intended to minimise the effects on business +processes and on the market and to enable a quick return to regular operations. All business segments +have appointed emergency managers to act as central contacts and take responsibility during +emergencies and crises. The emergency managers inform the Executive Board or raise the alarm with +them in the case of severe incidents. In the event of a crisis, the Executive Board member responsible for +the affected business area acts as the crisis manager or delegates this role. +Our emergency and contingency plans are tested regularly by rehearsing critical situations as realistically +as possible. Such tests are generally carried out unannounced. The test results are evaluated based on +the following criteria: +■ Functionally effective: the measures must be technically successful. +■ Practicable: the employees must be familiar with the emergency procedure and be able to execute it. +■ Timely: emergency measures must ensure that operations restart within the intended time period, +namely the recovery time objective (RTO). +Information technology risks +As mentioned in the section on information security, attacks on IT systems and their data, particularly by +cybercriminals, constitute operational risks for the Group. For us, as for other financial services providers +and the industry as a whole, there is a pervasive and ever-increasing set of threats. Unauthorised +access, change and loss of information, as well as non-availability of information and services, may all +arise as a result of such attacks (such as phishing, denial-of-service and ransomware attacks). There +was no successful attack on the Group's core systems in 2021. +88 +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +at all times +Fully equipped emergency +workspaces, ready for use +for all essential functions +" +Required economic capital for +Deutsche Börse Group by risk type +German universal banks by risk type +Required economic capital for +Our risk profile is fundamentally different from that of other financial services providers. We differentiate +between the three types of risk: operational risk, financial risk and business risk. Project risks also exist +but we do not specifically quantify them as their impact is already reflected in the three risk types. In +contrast to the risks of traditional financial services providers, the majority of our risks are of an +operational nature (see the charts below: "Required economic capital for German universal banks by risk +type" and "Required economic capital for Deutsche Börse Group by risk type”). +Risk profile +The following section describes the types of risk that we generally have to manage and presents the risks +it actually faces. It also explains the measures that we use to attempt to prevent incidents, and to +minimise their financial effects. +Risk description +The processes, systems and controls described above aim to provide reasonable assurance that our +accounting system complies with the applicable principles and laws. In addition, Compliance and +Internal Audit act as a further line of defence, performing risk-based, process-independent controls on +whether the ICS is appropriate and effective. The Executive Board and the Audit Committee established +by the Supervisory Board receive regular reports on the effectiveness of the ICS with respect to the +financial reporting process. +Management report | Risk management +Financial statements and notes +Significant subsidiaries of Deutsche Börse Group maintain and consolidate their general ledgers in the +same system. Accounting data from other companies is uploaded for inclusion in the consolidated +financial statements. Receivables, liabilities, expenses and income for individual transactions are +recorded in separate accounts under the name of the counterparty concerned. Any consolidation +differences are reviewed centrally and sent to the accounting departments of the companies concerned +for clarification. +Remuneration Report +Management report | Risk management +Financial statements and notes +Executive and Supervisory Boards +Deutsche Börse Group | Annual report 2021 +■Trading, clearing and +settlement systems designed +to be available at all times +■Duplication of all data +centres to contain failure +of an entire location +Workstations +■ Emergency arrangements +Further information +13% +Remuneration Report +Physical security +■ Participation in default fund +■ Outstanding liabilities +Market risk +■ For securities +■ For pension provisions +■In case of balance-sheet currency +mismatches +Liquidity risk +■ Customer default +■ Payment obligations +■ Repayment of customer deposits +Credit risk +Credit risk and counterparty default risks describe the danger that one of our counterparties might not +meet its contractual obligations, or not meet them in full. Measurement criteria include the credit rating +of the counterparty, the degree to which the credit line has been utilised, the collateral deposited and +concentration risk. Although Clearstream and Eurex Clearing AG often have short-term exposures against +counterparties totalling several billion euros overall, these are generally secured by collateral deposited +by the market participants. However, Clearstream may have short-term unsecured exposures with +correspondence banks in the course of clearing securities transactions. +Clearstream grants loans to its clients in order to make the securities settlement more efficient. This type +of credit business is, however, fundamentally different from the classic lending business. On the one +hand, credit is extended solely for less than a day, and it is generally collateralised and granted to clients +with a high credit rating on the other. Furthermore, the credit lines granted can be revoked at any time. +Furthermore, Clearstream Banking S.A. is exposed to credit risk arising from its strategic securities +lending transactions (ASLplus). Only selected banks act as borrowers. All lending transactions are fully +backed with collateral. Only selected bonds with a high credit rating are permitted for use as collateral. +Under its terms and conditions, Eurex Clearing AG only enters into transactions with its clearing +members. Clearing mainly relates to defined securities, rights and derivatives that are traded on specific +stock exchanges. Eurex Clearing AG also offers this service for over-the-counter (OTC) products such as +interest rate swaps and forward rate agreements. As a central counterparty, it intervenes between the +parties to a transaction. By offsetting reciprocal claims and requiring clearing members to post collateral, +Eurex Clearing AG mitigates the credit risk exposure. +To date, no default by one of our clients with a secured credit line has resulted in a financial loss for us. +We therefore consider the risk of client default resulting in material losses for us to be low. Moreover, we +regularly evaluate the reliability of the recovery plans at our subsidiaries Clearstream and Eurex Clearing +AG in various scenarios (including counterparty defaults), and for the resulting credit risk. +90 +■In securities lending +■ For collateralised and uncollateralised +cash investments +■ For collateralised and uncollateralised +customer credits +Credit risk +<3 +We place great importance on physical security issues due to the constantly changing global security +risks and threats. Corporate Security has developed an integral security concept to protect the company, +its employees and values from internal and external attacks and threats - in a proactive as well as +reactive manner. Analysts continuously assess the security situation at our locations and are in close +contact with authorities (Federal Criminal Police Office - BKA, Federal Office for the Protection of the +Constitution BfV, etc.), security services providers, and security departments of other companies. +Multi-level security processes and controls ensure physical safety at our locations. Physical access to +buildings and values is monitored permanently; it is based on the access principle of “least privilege" +(need-to-have basis). Penetration tests and other tests are carried out on a regular basis to verify the +efficiency and effectiveness (as well as the quality) of the security processes at our locations. +- +In an increasingly competitive global market environment, access to know-how and confidential +company information can be a major financial advantage to outsiders or competitors. We apply state-of- +the-art technology to prevent our knowledge from being obtained illegally, e.g. through wiretapping. +Furthermore, Corporate Security is tasked with providing support to our employees while they are +travelling or on foreign assignment, i.e. protecting them from risks in the areas of crime, civil unrest, +terrorism and natural disasters. In this context we have established a worldwide travel security +programme, which guarantees a risk assessment before, during and after travelling, supported by a +travel-tracking system and a central 24/7 emergency telephone number. +Insurance contracts +Operational risks that we cannot or do not wish to bear ourselves are transferred to insurance +companies, if this is possible at a reasonable price. All insurance contracts are reviewed individually and +regularly to identify potential for optimisation. +Financial risk +Further information +We divide our financial risk into credit, market and liquidity risk (see the "Financial risk at Deutsche +Börse Group" chart below). At Group level, these risks account for about 36 per cent of the REC (this +information only includes credit and market risk; liquidity risk is not quantified as part of the REC; see +Note 24 to the consolidated financial statements). They occur principally at our banking subsidiaries. +The presentation therefore focuses on our subsidiaries in "Trading & Clearing" (Eurex Clearing AG) and +"Post-Trading" (Clearstream). By incorporating the Crypto Finance group, our current business has been +enriched with a brokerage business, having its own risk structure. However, as this business type is +characterised by a trading book that is widely hedged against market price moves, the general risk +profile of the group is not significantly impacted. +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +Management report | Risk management +Financial statements and notes +Remuneration Report +Further information +Financial risk +Financial risk at Deutsche Börse Group +< +89 +Operational risks +11% +Business +Further information +Remuneration Report +Financial statements and notes +Management report | Risk management +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +82 +82 +■ External fraud +■Internal fraud +■Legal violations +↑ +■ Breach of sanctions +provisions +■ Contract risks +■ Employment practice +■ Theft of customer cash +■ Tax risks +■ Losses from ongoing legal +conflicts +Unavailability of systems +<3 +Operational resources such as the T7Ⓡ trading system are essential for our service offering. They should +never fail in order to ensure that market participants can trade securities or derivatives at any time and +without delay. We therefore measure the availability of these systems as an important risk indicator. In +line with our risk management approach, the business areas are responsible for monitoring the +indicators. +The longer the downtime for one of these systems, the larger the potential loss. An outage could be +caused by software or hardware issues; in unlikely cases, the availability of the systems could be +affected by acts of cyber-crime or terrorist attack. In the past, only limited failures have occurred with the +T7 system. In practice, there has never been a system failure lasting longer than one day. We have taken +a number of measures to further minimise the risk of failure lasting an entire day or longer, e.g. the +redundancy of the network infrastructure. However, malfunctions in the IT infrastructure can never be +ruled out completely. In such cases, short-term countermeasures are initiated to address the incidents. +Litigation Involving Clearstream Banking S.A. in connection with the Central Bank of Iran +Clearstream Banking S.A. is involved in different legal proceedings in Luxembourg and the U.S. in +connection with the Iranian central bank, Bank Markazi. On the one hand of this, different plaintiffs +groups each of which have obtained U.S. judgments against Iran and/or Bank Markazi - are seeking +turnover of assets that Clearstream Banking S.A. is holding as custodian and that are attributed to Bank +Markazi. Several of the plaintiffs groups also raise direct claims for damages against Clearstream +Banking S.A. On the other hand, Bank Markazi is suing, among others, Clearstream Banking S.A. in +Luxembourg in connection with assets that currently or in the past were held by Clearstream Banking +S.A. as custodian. +- +Losses can also result from ongoing legal proceedings. These can occur if Deutsche Börse Group +breaches laws or other requirements, enters into inadequate contractual agreements or fails to monitor +and observe case law to a sufficient degree. Legal risk also includes losses due to fraud and labour law +issues. This could entail, for example, losses resulting from insufficient anti-money laundering controls +or breaches of competition law or of banking secrecy. Such operational risks can also arise if government +sanctions are not observed, e.g. in case of conflicting laws of different jurisdictions, or in the event of +breaches of other governmental or overarching regulations. The claims asserted against Deutsche Börse +Group in the legal disputes presented below were not translated into the actual reporting currency Euro. +<3 +Legal disputes and business practice +Further information +Remuneration Report +Financial statements and notes +Legal disputes and business +practice +Management report | Risk management +33 +83 +Natural disasters, accidents, terrorism or sabotage are other operational risks that could, for example, +cause the destruction of or severe damage to a data centre. Business Continuity Management aims at +averting significant financial damage (see the chart “Business Continuity Management”). +Damage to physical assets +Other sources of errors may lie with suppliers or defective products. Then there are errors that may result +in the loss of client assets and invoicing errors. We register all complaints and formal objections as a key +indicator of deficient processing risk. +Risks can also arise if a service provided to a customer is inadequate and this leads to complaints or +legal disputes. One example would be errors in the settlement of securities transactions due to defective +products and processes or mistakes in manual entries. A second example is handling errors in the +collateral liquidation process in the event of the default of a large clearing customer. Such errors have +not occurred to date in the rare case of a failure. The related processes are tested at least annually. +Service deficiency +Since availability risk is the biggest operational risk for the Group it is the subject of regular testing. This +simulates the impact of a failure of our own systems or those of suppliers. +Deutsche Börse Group | Annual report 2021 +Executive and Supervisory Boards +■ Terror +■ Weather catastrophes +■ Force majeure +Operational risk +The three risk types applicable to us are described in detail below, in the order of their importance. +We use the utilisation of risk-bearing capacity from an economic perspective as an internal management +indicator for the whole Group (see the section "Approaches and methods for risk monitoring" for an +explanation of these terms). In addition to the financial and operational risk already mentioned, business +risk is also identified and assessed. This relates in particular to potential threats to revenue such as price +pressure or loss in market share as well as cost risks. The economic perspective reveals that financial +risk (including pension risks as part of market risk) accounts for 36 per cent of all Group risks. Business +risks do not have to be backed up anymore with equity as at the reporting date. This is due to internal +modifications made to the model in the reporting year to determine these business risks. As a side effect +of this model adjustment, the reported relative share of financial risks is now also increasing compared +to the previous year. Details on this will be provided further on. The third type of risk is much more +important for us: operational risks account for 64 per cent or nearly two thirds of the REC. The +additional capital requirements of our subsidiaries are described in the section "Regulatory capital +requirements and regulatory capital ratios". +<3 +Operational risk greater than financial and business risk +Further information +Remuneration Report +Financial statements and notes +For us, operational risks comprise the unavailability of systems, service deficiency, damage to physical +assets as well as legal disputes and business practices (see the chart below: "Operational risk at +Deutsche Börse Group"). Human resources risks are quantified just like other operational risks. +Operational risks are measured using scenarios. The share of operational risk of the REC was 64 per +cent as at 31 December 2021. +Management report | Risk management +Deutsche Börse Group | Annual report 2021 +81 +Operational risks +64% +36% +Financial +risks +Financial risks +76% +risks +Executive and Supervisory Boards +■,,Havlish" plaintiffs group: On 14 October 2016, plaintiffs filed a complaint in the U.S. against +Clearstream Banking S.A. and other parties. Besides the request for turnover of certain assets that +Clearstream Banking S.A. holds as a custodian in Luxembourg, the complaint also asserted direct +damage claims against Clearstream Banking S.A. and other defendants in the amount of up to approx. +USD 6.6 billion (plus punitive damages and interest). On 12 October 2020, an amended complaint +was filed in this case, which added further plaintiffs and which in turn asserted additional damages of +approx. USD 3.3 billion (plus punitive damages and interest) against Clearstream Banking S.A. and the +other defendants. +Operational risk at Deutsche Börse Group +Events +↑ +■ Damages to or destruction +of data centres +■ Damages to or destruction +of buildings +Damage to physical assets +■Flawed data supply +■Flawed internal processes +■ Human errors +↑ +Operational risk +■ Deficiency of trading- +related services +■Loss of customer cash +■Inadequate information +security +■IT hardware flaws +■ Software flaws +Possible root causes +■ Settlement +■ Clearing +■ Trading +Unavailability of systems +Service deficiency +Systems