exv4w10



 







    Exhibit 4.10



 


 




    Articles of
    Association of Deutsche Bank AG



 



    In conformity with the resolutions of the Supervisory Board
    on January 31, 2007



 



    Deutsche Bank



 



    

    1








 





		
	
    I. 
	
    General
    Provisions




 



    § 1



 



    The stock corporation bears the name



 



    Deutsche Bank




    Aktiengesellschaft



 



    It is domiciled in Frankfurt (Main).



 



    § 2



 


		
	    (1) 
	    The object of the enterprise is the transaction of banking
    business of every kind, the provision of financial and other
    services, and the promotion of international economic relations.
    The Company may realize this object itself or through
    subsidiaries and affiliated companies.

	 
	    (2) 
	    To the extent permitted by law, the Company is entitled to
    transact all business and take all steps which appear likely to
    promote the object of the Company, in particular to acquire and
    dispose of real estate, to establish branches at home and
    abroad, to acquire, administer and dispose of participations in
    other enterprises, and to conclude enterprise agreements.




 



    § 3



 



    The Company’s notices shall be published in the electronic
    Federal Gazette (elektronischer Bundesanzeiger).



 


		
	
    II. 
	
    Share Capital
    and Shares




 



    § 4



 


		
	    (1) 	
    The share capital is EUR 1,343,406,103.04.




 



    It is divided into



 



    524,768,009 no par value shares.



 


		
	    (2) 
	    The Company shall not obtain any lien pursuant to its General
    Business Conditions in respect of the shares it has issued
    except by special pledging agreements.

	 
	    (3) 
	    The share capital is conditionally increased by up to
    EUR 9,812,984.32, divided up into up to 3,833,197 no par
    value shares. The conditional capital increase will only be
    carried out in so far as the holders of the convertible bonds
    issued by Deutsche Bank Aktiengesellschaft on or before
    December 31, 2000 on the basis of the resolution of the
    General Meeting on May 20, 1998 under item 11 of the
    agenda make use of their conversion rights, or the holders of
    option rights issued on or before May 10, 2003 on the basis
    of the resolution by the General Meeting on May 17, 2001
    under item 11 of the agenda make use of their right of
    exercise and the company does not fulfil the conversion and
    option rights in either case by transferring own shares or by
    making a cash payment. The new shares are entitled to a dividend
    as from the beginning of the financial year in which they arise
    by exercise of conversion rights or by exercise of option rights.

	 
	    (4) 
	    The share capital is conditionally increased by up to a further
    EUR 4,548,569.90, divided into up to 1,776,785 no par value
    shares. The conditional capital increase will only be carried
    out in so far as the holders of the option rights issued on the
    basis of the share option plan pursuant to the resolution of the
    General Meeting on May 17, 1999 or in accordance with the
    resolution of the General Meeting on May 17, 2001 under
    item 12 of the agenda make use of their option rights and
    the company does not fulfil the option rights in either case by
    transferring own shares or by making a cash payment. The new
    shares are entitled to a dividend from the beginning of the
    financial year in which they arise by exercise of option rights.





    

    2








 





 


		
	    (5) 
	    The Management Board is authorized to increase the share capital
    on or before April 30, 2007, with the consent of the
    Supervisory Board, once or more than once, by up to a total of
    EUR 100,000,000 through the issue of new shares against
    cash payment. Shareholders are to be granted pre-emptive rights,
    but the Management Board is authorized to except broken amounts
    from shareholders’ pre-emptive rights and to exclude
    pre-emptive rights in so far as it is necessary to grant to the
    holders of warrants, convertible bonds and convertible
    participatory rights issued by Deutsche Bank Aktiengesellschaft
    and its subsidiaries pre-emptive rights to new shares to the
    extent that they would be entitled to such rights after
    exercising their option or conversion rights. The Management
    Board is also authorized to exclude, with the consent of the
    Supervisory Board, the pre-emptive rights if the issue price of
    the new shares is not significantly lower than the quoted price
    of shares already listed at the time of the final determination
    of the issue price.

	 
	    (6) 
	    The share capital is increased conditionally by up to
    EUR 57,994,508.80 through the issue of up to 22,654,105 new
    no par value shares. The conditional capital increase is
    intended solely to fulfil option rights of members of the
    Management Board and executives of Deutsche Bank
    Aktiengesellschaft as well as members of the managements and
    executives of related companies which are granted on or before
    May 20, 2005 on the basis of the authorization by the
    General Meeting on May 22, 2002 under Item 12 of the
    Agenda. The conditional capital increase will only be carried
    out to the extent that the holders of the issued option rights
    make use of their subscription right and the company does not
    fulfil the option rights by transferring own shares or by making
    a cash payment. The new shares are entitled to a dividend from
    the beginning of the financial year in which they come into
    existence by exercising option rights.

	 
	    (7) 
	    The Management Board is authorized to increase the share capital
    on or before April 30, 2008, with the consent of the
    Supervisory Board, once or more than once, by up to a total of
    EUR 128,000,000 through the issue of new shares against
    cash payment or contribution in kind. Shareholders are to be
    granted pre-emptive rights, but the Management Board is
    authorized to except broken amounts from shareholders’
    pre-emptive rights and to exclude pre-emptive rights in so far
    as it is necessary to grant to the holders of warrants,
    convertible bonds and convertible participatory rights issued by
    Deutsche Bank Aktiengesellschaft and its subsidiaries
    pre-emptive rights to new shares to the extent that they would
    be entitled to such rights after exercising their option or
    conversion rights. The Management Board is also authorized to
    exclude, with the consent of the Supervisory Board, the
    pre-emptive rights if the capital increase is carried out
    against contribution in kind for the purpose of acquiring
    enterprises or holdings in enterprises.

	 
	    (8) 
	    The Management Board is authorized to increase the share capital
    on or before April 30, 2009, with the consent of the
    Supervisory Board, once or more than once, by up to a total of
    EUR 150,000,000 through the issue of new shares against
    cash payment. Shareholders are to be granted pre-emptive rights,
    but the Management Board is authorized to except broken amounts
    from shareholders’ pre-emptive rights and to exclude
    pre-emptive rights insofar as it is necessary to grant to the
    holders of warrants, convertible bonds and convertible
    participatory rights issued by Deutsche Bank AG and its
    subsidiaries pre-emptive rights to new shares to the extent that
    they would be entitled to such rights after exercising their
    option or conversion rights. The new shares may also be taken up
    by banks specified by the Management Board with the obligation
    to offer them to shareholders (indirect pre-emptive right).

	 
	    (9) 
	    The Management Board is authorized to increase the share capital
    on or before April 30, 2009, with the consent of the
    Supervisory Board, once or more than once, by up to a total of
    EUR 48,000,000 through the issue of new shares against cash
    payment. Shareholders are to be granted pre-emptive rights, but
    the Management Board is authorized to except broken amounts from
    shareholders’ pre-emptive rights and to exclude pre-emptive
    rights insofar as it is necessary to grant to the holders of
    warrants, convertible bonds and convertible participatory rights
    issued by Deutsche Bank AG and its subsidiaries pre-emptive
    rights to new shares to the extent that they would be entitled
    to such rights after exercising their option or conversion
    rights. The Management Board is also authorized to exclude, with
    the consent of the Supervisory Board, the pre-emptive rights if
    the issue price of the





    

    3








 





		
		
    new shares is not significantly lower than the quoted price of
    shares already listed at the time of the final determination of
    the issue price.




 


		
	    (10) 	
    The share capital is increased conditionally by up to
    EUR 150,000,000 through the issue of up to 58,593,750 new
    registered no par value shares. The conditional capital increase
    will only be carried out insofar as




 


			
	 	    a) 
	
    the holders of conversion rights or warrants linked with
    participatory notes or convertible bonds or bonds with warrants
    to be issued up to April 30, 2009 by Deutsche Bank AG or a
    company in which Deutsche Bank AG has a direct or indirect
    majority holding, make use of their conversion or option rights
    or insofar as

	 
	 	    b) 
	
    the holders with conversion obligations of convertible
    participatory notes or convertible bonds to be issued on or
    before April 30, 2009 by Deutsche Bank AG, or a company in
    which Deutsche Bank AG has a direct or indirect majority
    holding, fulfil their obligation to convert.




 



    The new shares are entitled to a dividend from the beginning of
    the financial year in which they are created by exercise of
    conversion or option rights or by fulfilment of the duty to
    convert.



 


		
	    (11) 	
    The Management Board is authorized to increase the share capital
    on or before April 30, 2011, with the consent of the
    Supervisory Board once or more than once by up to a total of
    EUR 128,000,000 through the issue of new shares against
    cash payment or contribution in kind. Shareholders are to be
    granted pre-emptive rights; the Management Board is, however,
    authorized to except broken amounts from shareholders’
    pre-emptive rights and also to exclude the pre-emptive rights to
    the extent necessary to grant to the holders of warrants,
    convertible bonds and convertible participatory rights issued by
    Deutsche Bank AG and its subsidiaries pre-emptive rights to new
    shares to the extent that they would be entitled to such rights
    after exercising their option or conversion rights. The
    Management Board is also authorized to exclude the pre-emptive
    rights with the consent of the Supervisory Board to the extent
    that the capital increase against contribution in kind is
    carried out for the purpose of acquiring companies or
    shareholdings in companies. The new shares may also be taken
    over by banks determined by the Management Board subject to the
    obligation to offer them to shareholders (indirect pre-emptive
    right).




 



    § 5



 


		
	    (1) 
	    The shares are registered shares. Shareholders must notify to
    the company for registration in the share register in
    particular, where natural persons are concerned, their name,
    their address as well as their date of birth and, where legal
    persons are concerned, their style, their business address and
    their domicile, and in all cases the number of shares they hold.
    Electronic mail addresses and any changes to them should be
    added to facilitate communication.

	 
	    (2) 
	    If in the event of the capital being increased the resolution on
    the increase does not provide that the new shares are to be made
    out to bearer or registered in a name, they shall be registered
    in a name.

	 
	    (3) 
	    The form of the shares and dividend coupons and talons shall be
    determined by the Management Board in agreement with the
    Supervisory Board. The same shall apply to bonds and interest
    coupons. Global certificates may be issued. The claim of
    shareholders to have their shares and any dividend and renewal
    coupons issued in individual certificate form is excluded unless
    such issue is required by the rules in force at a stock exchange
    where the company’s shares are listed.




 


		
	
    III. 
	
    The Management
    Board




 



    § 6



 


		
	    (1) 
	    The Management Board shall consist of not less than three
    members.

	 
	    (2) 
	    The Supervisory Board shall appoint the members of the
    Management Board and determine their number. The Supervisory
    Board may appoint deputy members of the Management Board.





    

    4








 





 



    § 7



 


		
	    (1) 
	    The Company shall be legally represented by two members of the
    Management Board or by one member jointly with a holder of
    procuration (Prokurist).

	 
	    (2) 
	    The deputy members of the Management Board shall rank equally
    with full members in respect of powers of representation.




 



    § 8



 



    For the purpose of closer contact and business consultation with
    trade and industry the Management Board may form an Advisory
    Board and Regional Advisory Councils, lay down rules of
    procedure for their business and fix the remuneration of their
    members. The Supervisory Board shall be informed of any changes
    in the membership of the Advisory Board and the Regional
    Advisory Councils at the Supervisory Board meeting immediately
    following such changes.



 


		
	
    IV. 
	
    The
    Supervisory Board




 



    § 9



 


		
	    (1) 
	    The Supervisory Board shall consist of 20 members. They are
    elected for the period until conclusion of the General Meeting
    which adopts the resolutions concerning the ratification of acts
    of management for the fourth financial year following the
    beginning of the term of office. Here, the financial year in
    which the term of office begins is not taken into account. For
    the election of shareholder representatives, the General Meeting
    may establish that the terms of office of up to five members may
    begin or end on differing dates.

	 
	    (2) 
	    In the election of shareholders’ representatives to the
    Supervisory Board and any substitute members, the Chairman of
    the General Meeting shall be entitled to take a vote on a list
    of election proposals submitted by management or shareholders.
    If substitute members are elected on a list, they shall replace
    shareholders’ representatives prematurely leaving the
    Supervisory Board in the order in which they were named, unless
    resolved otherwise at the vote.

	 
	    (3) 
	    If a Supervisory Board member is elected to replace a member
    leaving the Supervisory Board, the new member’s term of
    office shall run for the remainder of the replaced member’s
    term. In the event that a substitute member replaces the
    outgoing member, the substitute member’s term of office
    shall expire if a new vote to replace the outgoing member is
    taken at the next General Meeting or the next General Meeting
    but one, at the end of the said General Meeting, otherwise at
    the end of the outgoing member’s residual term of office.

	 
	    (4) 
	    Any member of the Supervisory Board may resign from office
    without being required to show cause subject to his giving one
    month’s notice by written declaration addressed to the
    Management Board.




 



    § 10



 


		
	    (1) 
	    Following a General Meeting in which all members of the
    Supervisory Board to be elected by a General Meeting have been
    newly elected, a meeting of the Supervisory Board shall take
    place, for which no special invitation is required. At this
    meeting, the Supervisory Board under the chairmanship of its
    oldest member shall elect from among its members and for the
    duration of its term of office the Chairman of the Supervisory
    Board and his Deputy in accordance with § 27 of the
    Co-determination Act. In the event of the Chairman of the
    Supervisory Board or his Deputy leaving before completion of his
    term of office, the Supervisory Board shall forthwith elect a
    substitute.

	 
	    (2) 
	    The Deputy of the Chairman of the Supervisory Board has the
    legal and statutory rights and duties of the Chairman only if
    the latter is unable to exercise them. §§ 29
    (2) 3 and 31 (4) 3 of the Co-determination Act remain
    unaffected.





    

    5








 





 



    § 11



 


		
	    (1) 
	    Meetings of the Supervisory Board are convened by the Chairman
    or, if the latter is unable to do so, by his Deputy, whenever
    required by law or business.

	 
	    (2) 
	    The Supervisory Board shall be deemed to constitute a quorum if
    the members have been invited in writing or by cable under their
    last given address and not less than half the total members
    which it is required to comprise take part in the voting in
    person or by written vote. The chair shall be taken by the
    Chairman or his Deputy. The Chairman of the meeting shall decide
    the manner of voting.

	 
	    (3) 
	    Resolutions may also be taken without a meeting being called, by
    way of written, cabled or telephoned or electronic votes, if so
    ruled by the Chairman of the Supervisory Board or his Deputy.
    This also applies to second polls pursuant to
    §§ 29 (2) 1 and 31 (4) 1 of the
    Co-determination Act.

	 
	    (4) 
	    Resolutions of the Supervisory Board are taken with the simple
    majority of the votes unless otherwise provided by law. If there
    is equality of votes the Chairman shall have the casting vote
    pursuant to §§ 29 (2) and 31 (4) of the
    Co-determination Act; a second poll within the meaning of these
    provisions can be demanded by any member of the Supervisory
    Board.

	 
	    (5) 
	    If not all the members of the Supervisory Board are present at
    the voting and if absent members have not submitted written
    votes, the voting shall be postponed at the request of at least
    two members of the Supervisory Board who are present. In the
    event of such postponement, the new vote shall be taken at the
    next regular Supervisory Board meeting if no extraordinary
    meeting is called. At the new vote a further minority call for
    postponement is not permitted.

	 
	    (6) 
	    If the Chairman of the Supervisory Board is present at the
    meeting or if a member of the Supervisory Board is in possession
    of his written vote, subpara. 5 shall not apply if the same
    number of shareholders’ representatives and employees’
    representatives are personally present or participate in the
    voting by written vote, or if any inequality is balanced out by
    individual members of the Supervisory Board not participating in
    the voting.




 



    § 12



 


		
	    (1) 
	    The Supervisory Board is authorized to appoint a Presiding
    Committee and one or several other Committees from among its
    members; § 27 (3) of the Co-determination Act
    remains unaffected. The functions and powers of the Committees
    and the relevant procedures to be adopted shall be determined by
    the Supervisory Board. To the extent permitted by law, the
    Supervisory Board’s powers of decision may also be
    delegated to the Committees. For Committee resolutions, unless
    otherwise determined by mandatory legal regulations,
    § 11 (3) and (4) apply with the proviso that
    the decision of the Committee Chairman replaces that of the
    Supervisory Board Chairman; § 11 (5) and
    (6) do not apply.

	 
	    (2) 
	    Declarations of intention on the part of the Supervisory Board
    and its Committees shall be made in the name of the Supervisory
    Board by the Chairman or his Deputy.




 



    § 13



 


		
	    (1) 	
    The approval of the Supervisory Board is required




 


			
	 	    a) 
	
    for the granting of general powers of attorney;

	 
	 	    b) 
	
    for the acquisition and disposal of real estate in so far as the
    object involves more than 1% of the Company’s liable
    capital and reserves pursuant to the German Banking Act;

	 
	 	    c) 
	
    for the granting of credits, including the acquisition of
    participations in other companies, for which approval of a
    credit institution’s Supervisory Board is required under
    the German Banking Act;

	 
	 	    d) 
	
    for the acquisition and disposal of other participations, in so
    far as the object involves more than 2% of the Company’s
    liable capital and reserves pursuant to the German Banking Act.





    

    6








 






    The Supervisory Board must be informed without delay of any
    acquisition or disposal of such participations involving more
    than 1% of the Company’s liable capital and reserves.



 


		
	    (2) 
	    The approvals under sub-paragraphs 1 b) and
    d) are also required if the transaction concerned is
    carried out in a dependent company.

	 
	    (3) 
	    The Supervisory Board may specify further transactions which
    require its approval.




 



    § 14



 


		
	    (1) 
	    The members of the Supervisory Board receive, in addition to
    reimbursement of their cash expenses and of turnover tax to be
    borne by them in connection with their activity on the
    Supervisory Board, a fixed remuneration payable upon expiration
    of the financial year in the amount of EUR 30,000 for each
    member. They also receive for each EUR 0.05, or part
    thereof, in dividend distributed in excess of EUR 0.15 per
    share, remuneration of EUR 1,000 each. The Supervisory
    Board Chairman receives three times, his Deputy one and a half
    times the stated amounts.

	 
	    (2) 
	    The amounts pursuant to (1) sentences 1 and 2 increase by
    25% for each membership in a Committee of the Supervisory Board.
    For the Chair of a Committee the rate of increment is 50%; if
    the Committee Chairman is not identical with the Supervisory
    Board Chairman, the rate of increment is 75%. These amounts are
    based on the premise that the respective Committee has met
    during the financial year.

	 
	    (3) 
	    The members of the Supervisory Board also receive an annual
    remuneration linked to the long-term success of the company;
    this remuneration varies in size depending on how the ratio
    between the total return on Deutsche Bank’s
    share—based on share price development, dividend and
    capital actions—and the average total return of shares of a
    group of peer companies consisting of Citigroup Inc., Credit
    Suisse Group, J.P. Morgan Chase & Co., Merrill
    Lynch & Co. Inc. and UBS AG, has developed in the
    three financial years immediately preceding the year of
    remuneration. If the ratio lies between -10% and +10% each
    member receives an amount of EUR 15,000; if the Deutsche
    Bank share outperforms the peer group by 10% to 20%, the payment
    increases to EUR 25,000; and in case of a more than 20%
    higher performance it rises to EUR 40,000.

	 
	    (4) 
	    In addition, the members of the Supervisory Board receive a
    meeting fee of EUR 1,000 for each meeting of the
    Supervisory Board and its Committees in which they take part.

	 
	    (5) 
	    Changes in the Supervisory Board
    and/or its
    Committees will be taken into account in the remuneration in
    proportion to the period of office, with periods being rounded
    up or down to full months.

	 
	    (6) 
	    In the interest of the company, the members of the Supervisory
    Board will be included in any financial liability insurance
    policy held in an appropriate amount by the company. The
    corresponding premiums will be paid by the company.




 


		
	
    V. 
	
    General
    Meeting




 



    § 15



 



    The General Meeting called to adopt the resolutions concerning
    the ratification of acts of management of the Management Board
    and the Supervisory Board, the appropriation of profits, the
    appointment of the annual auditor and, as the case may be, the
    establishment of the annual statement of accounts (Ordinary
    General Meeting) shall be held within the first eight months of
    each financial year.



 



    § 16



 


		
	    (1) 
	    The General Meeting shall be called by the Management Board or
    the Supervisory Board to take place in Frankfurt (Main),
    Diisseldorf, or any other German city with over 500,000
    inhabitants.

	 
	    (2) 
	    The General Meeting must be convened, in so far as no shorter
    period is admissible by law, at least thirty days before the
    day, by the end of which shareholders must give prior notice of
    their intention





    

    7








 





		
		
    to take part; the day of convention and the last day of the
    period of notice (§ 17 (2) of the Articles of
    Association) are not counted here.




 



    § 17



 


		
	    (1) 
	    Shareholders who are registered in the share register and who
    give prior notice in time for the meeting are entitled to take
    part in the General Meeting and to exercise their voting rights.

	 
	    (2) 
	    Notice must be given in writing, by telefax or electronically no
    later than on the third working day before the meeting to the
    Management Board at the company’s domicile or to another
    office specified in the notice of convention. Saturday is not
    counted as a working day for the purposes of this provision.

	 
	    (3) 
	    Details regarding the giving of notice and the issue of
    admission cards must be given in the invitation.




 



    § 18



 


		
	    (1) 
	    Each no par value share carries one voting right.

	 
	    (2) 
	    In the event of shares not having been fully paid up, the voting
    right shall commence, in accordance with § 134
    (2) sentence 3 and 5 of the German Stock Corporation Act
    (Aktiengesetz), when the minimum contribution required by law
    has been paid.

	 
	    (3) 
	    The voting right may be exercised by authorized persons. Powers
    of attorney which are not issued to another bank or an
    Association of Shareholders must be issued in writing using an
    electronic medium to be determined by the company. The details
    concerning the issuance of an electronic power of attorney will
    be announced in the notice convening the general meeting in the
    publications that carry the company’s official notices.




 



    § 19



 


		
	    (1) 
	    The Chairman of the Supervisory Board chairs the General
    Meeting. If he is unable to do so, the General Meeting is
    chaired by a Supervisory Board member elected by the majority of
    the shareholder representatives on the Supervisory Board. In the
    event that none of these persons takes the chair, the Chairman
    shall be elected by the General Meeting under the direction of
    the oldest shareholder present.

	 
	    (2) 
	    The Chairman directs the proceedings and determines the sequence
    of speakers and the sequence in which the items on the agenda
    are dealt with. In the course of the General Meeting he may
    determine appropriate restrictions on the speaking time, the
    time for putting questions
    and/or the
    total time available in general for speaking and putting
    questions or for individual speakers. The Chairman may admit the
    recording and transmission of the General Meeting by electronic
    media. The transmission may also take place in a form to which
    the public has unlimited access.




 



    § 20



 


		
	    (1) 
	    The resolutions of the General Meeting may be taken by a simple
    majority of votes and, in so far as a majority of capital stock
    is required, by a simple majority of capital stock, except where
    law or the Articles of Association determine otherwise with
    mandatory effect.

	 
	    (2) 
	    The Chairman shall determine the form and further particulars of
    the voting. The voting result shall be obtained by ascertaining
    the “yes” and the “no” votes. The Chairman
    shall also determine the manner in which the votes are to be
    ascertained, e.g. by deducting the “yes” or
    “no” votes and the abstentions from the overall number
    of votes to which the voters are entitled.

	 
	    (3) 
	    The Supervisory Board shall be authorized to amend the Articles
    of Association in so far as such amendments merely relate to the
    wording.





    

    8








 





 


		
	
    VI. 
	
    Annual
    Statement of Accounts and Appropriation of Profits




 



    § 21



 



    The financial year of the Company is the calendar year.



 



    § 22



 


		
	    (1) 
	    The Management Board shall, within the first three months of
    each financial year, prepare the annual statement of accounts
    (balance sheet, profit and loss account, notes to the annual
    statement of accounts) and the management report for the
    preceding financial year, and submit them to the auditor.

	 
	    (2) 
	    The Supervisory Board shall submit its report to the Management
    Board within one month from the date of receipt of the
    statements which must be presented to it. If the report is not
    submitted to the Management Board within this period, the
    Management Board shall promptly specify an additional period of
    not more than one month within which the Supervisory Board must
    submit its report. If the report is not submitted to the
    Management Board prior to the expiration of such additional
    period of time either, the annual statement of accounts shall be
    deemed not to have been approved by the Supervisory Board.




 



    § 23



 


		
	    (1) 
	    The distributable profit shall be distributed among the
    shareholders unless the General Meeting determines otherwise.
    The General Meeting may resolve a non-cash distribution instead
    of or in addition to a cash dividend.

	 
	    (2) 
	    In so far as the Company has issued participatory certificates
    and the respective conditions of participatory certificates
    accord the holders of the participatory certificates a claim to
    distribution from the distributable profit, the claim of the
    shareholders to this portion of the distributable profit is
    excluded (§ 58 (4) of the Joint Stock Corporation
    Act).

	 
	    (3) 
	    The dividends due to the shareholders are always distributed in
    proportion to the contribution made on their share in share
    capital and in proportion to the time which has elapsed since
    the date fixed for contribution.

	 
	    (4) 
	    In the event of new shares being issued, a different dividend
    entitlement may be established for such shares.




 


		
	
    VII. 
	
    Formation of
    Deutsche Bank AG




 



    § 24



 



    The Company was formed by the
    re-amalgamation
    of Norddeutsche Bank AG, Deutsche Bank AG West and Suddeutsche
    Bank AG, which had been founded in 1952 as successor
    institutions to the former Deutsche Bank, according to the Law
    on the Regional Scope of Credit Institutions (Gesetz über
    den Niederlassungsbereich von Kreditinstituten).



 


		
	
    VIII. 
	
    Contribution
    and Acquisition Provisions contained in the Disincorporation
    Agreement of September 27, 1952




 



    § 25



 


		
	    (1) 	
    Pursuant to § 3 of the Big Bank Law, Deutsche Bank
    contributes to the successor institution, Suddeutsche Bank
    Aktiengesellschaft, the entire portion of its business which was
    previously transacted by Bayerische Creditbank, Siidwestbank in
    Stuttgart and Mannheim, Oberrheinische Bank, Wurttembergische
    Vereinsbank, Hessische Bank and Rheinische Kreditbank in the
    Federal States (Lander) of Bayern, Baden/Wurttemberg (now
    Siidweststaat), Rheinland-Pfalz and Hessen. The contribution
    includes all assets, including liabilities, acquired or created
    in the course of this business.





    

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	    (2) 	
    The assets include in particular:




 


			
	 	    a) 
	
    all real estate and similar rights located in the Federal States
    of Bayern, Baden/Wurttemberg (now Sudweststaat), Hessen and
    Rheinland-Pfalz,

	 
	 	    b) 
	
    all mortgage rights (including pre-registrations) held for own
    account on real estate in the Federal States of Bayern,
    Baden/Wurttemberg (now Sudweststaat), Hessen and Rheinland-Pfalz,

	 
	 	    c) 
	
    all claims and the related securities as well as all other
    rights and assets recorded in the previous institutions’
    books as at 31.12.1951,

	 
	 	    d) 
	
    all rights arising from trusteeships, particularly from such as
    relate to bond issues where the borrower was domiciled, per
    31.12.1951, in the Federal States of Bayern, Baden/Wurttemberg
    (now Sudweststaat), Hessen or Rheinland-Pfalz,

	 
	 	    e) 
	
    Deutsche Bank’s equalization claims, allocated in
    accordance with § 8 of the 2nd Conversion Law
    Implementing Order, arising out of the contribution balance
    sheet per 31.12.1951. Should these equalization claims be
    subsequently increased or reduced pursuant to a correction of
    the conversion account, this amendment will be credited or
    debited to the successor institution in so far as this
    institution has acquired the respective asset or liability in
    the conversion account.




 


		
	    (3) 	
    The liabilities include in particular:




 


			
	 	    a) 
	
    all commitments recorded in the previous institutions’
    books per 31.12.1951,

	 
	 	    b) 
	
    all commitments resulting from the trusteeships mentioned under
    2 (d),

	 
	 	    c) 
	
    all foreign commitments resulting from § 6(2) of the
    35th Conversion Law Implementing Order, subject to the
    provision of § 7(2) of the Big Bank Law,

	 
	 	    d) 
	
    all pension liabilities towards entitled persons resident per
    31.12.1951 in the Federal States of Bayern, Baden/Wurttemberg
    (now Sudweststaat), Hessen or Rheinland-Pfalz, subject to the
    provision that all expenses under this heading are to be shared
    between Suddeutsche Bank Aktiengesellschaft and its sister
    institutions, Norddeutsche Bank Aktiengesellschaft and
    Rheinische-Westfalische Bank Aktiengesellschaft, according to
    the formula used so far, i.e. on the basis of staff expenditure
    in the respective year. This does not include retirements from
    the previous institutions after 31.12.1951, which must be borne
    by the institution concerned. Should the aforementioned pension
    liabilities be otherwise regulated following a change in the law
    in the Federal territory or in West Berlin or in the rest of
    Germany, the above regulation will cease to apply, with
    retroactive effect.




 


		
	    (4) 	
    The contribution of assets and the acquisition of liabilities
    take place as at and with effect from 1.1.1952, subject to the
    provision that the contributed business of the previous
    institutions shall be deemed to have been transacted from the
    said date for the account of the new successor institution. The
    basis for the contributed assets and acquired liabilities is the




 



    balance sheet per 31.12.1951



 



    appended to this document. The assets and liabilities shown in
    this balance sheet have been valued provisionally. The
    definitive contribution will be effected at the values
    established with legal validity in the balance sheet for tax
    purposes drawn up for Deutsche Bank’s business in the
    Federal territory per 31.12.1951. If, as a result of the values
    established—whether by an increase in assets or a decrease
    in liabilities—the value of the assets should rise, then
    the incremental value—less a reasonable deduction on the
    assets side for depreciation in the interim period—must be
    added to the successor institution’s legal reserve.




    

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	    (5) 	
    According to the balance sheet per 31.12.1951, the value of
    contributed assets less acquired liabilities amounts to a total
    of




 



    DM 56,195,000.



 



    Deutsche Bank guarantees that this value exists. As a set-off
    against this contribution, Suddeutsche Bank Aktiengesellschaft
    gives to Deutsche Bank shares in the nominal amount of
    DM 39,996,000. Pursuant to § 8 and § 9
    of the Big Bank Law, these shares will be transferred to the
    Bank deutscher Lander as trustee for the shareholders of
    Deutsche Bank.



 



    In my capacity as generally authorized translator of the
    English language for the courts and notaries of the State of
    Hesse, I hereby confirm that the above English text is a
    complete and correct rendering of the German original (Satzung
    der Deutschen Bank AG) submitted to me for translation.



 



    Frankfurt am Main, May 16, 2007



 



    David E. Powell




    

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