Deutsche Bank : Extension of the Agenda

Deutsche Bank

General Meeting 2022

Extension of the Agenda and

Comments by Management

- ISIN DE 0005140008 - - WKN 514000 -

After the convocation of our Ordinary General Meeting for Thursday, May 19, 2022, as a virtual General Meeting in Frankfurt am Main (publication in the German Federal Gazette on April 4, 2022), Riebeck-Brauerei von 1862 Ak-tiengesellschaft, Wuppertal, represented by Bayer Krauss Hüber Partnerschaft von Rechtsanwälten mbB, Frankfurt am Main, Munich, requested in accordance with § 122 (2) and § 124 (1) Stock Corporation Act, that the Agenda of the General Meeting be extended by an additional Item and that this Extension of the Agenda be announced without delay.

The following Item is therefore added to the Agenda:

Agenda Item 13: Withdrawal of confidence in the Chairman of the Management Board Mr. Christian Sewing

The shareholder Riebeck-Brauerei von 1862 AG, Vogelsanger Str. 104, 50823 Cologne (hereinafter "Riebeck-Brauerei") proposes that the following resolution be approved:

"Confidence in the Management Board member Mr. Christian Sewing is withdrawn."

Reasons for Agenda Item 13:

Already on the basis of the greenwashing scandal (i.e. overstatement of sustainable, new-German "ESG", assets under management in the Annual Financial Statements 2020) at the bank's largest subsidiary, DWS, and the extensive media reporting of misconduct in the "Wöhrmann/Wruck affair" it is no longer enough to withhold the ratification of the acts of management of the members of the Management Board and the Supervisory Board, which the applicant proposes due to the already incurred damages.

The ever-growing "Wöhrmann/Wruck affair" and the greenwashing scandal are impressive evidence that the bank and its largest subsidiary, DWS, are led by people who are actually unable to do so because of their intellectual limitations and their decidedly child-like risk assessment. These affairs show that Daniel Wruck, money laundering suspect and North Cypriot bank director at the time, has been able to corrupt the Chairman of the Supervisory Board, Dr. Achleitner, the Chairman of the Management Board, Mr. Sewing, and the Chairman of the Executive Board of DWS, Mr. Wöhrmann, with the simplest of tricks and to bring them into dilemmas in order to establish business relations with the bank. The affairs arising from this also demonstrate that the persons specified above, at the crucial moments, placed promoting their professional advancement before the interests of the bank, concealed misdeeds and thus triggered losses in the billions for the bank and created further risks in the billions for the bank because they lacked the courage and integrity to make the right decisions for the bank and to inform the regulatory authorities.

The German Banking Act (KWG) imposes extensive requirements on the qualifications of a Management Board member, in particular a Management Board member must be professionally qualified and reliable, or "suitable"

according to European standards. Unreliability is to be assumed according to Federal Financial Supervisory Authority (BaFin) guidelines if there are facts indicating that the manager, due to personal circumstances, does not demonstrate that he will perform his work prudently and properly. To be considered in this context are the Management Board member's personal conduct and business activities in light of criminal, financial, property-related and regulatory aspects. Of particular relevance here are violations involving elements of criminal or administrative offences - especially those that are related to activities with companies - within both the German as well as a foreign legal jurisdiction.

The applicant has limited this proposal for the withdrawal of confidence to Mr. Sewing. This is because

Dr. Achleitner is leaving the Supervisory Board anyway; his lack of reliability is no longer relevant for the future.

Mr. Wöhrmann is primarily to be held liable by the shareholders of DWS; he is only a General Manager (General-bevollmächtigter) of the bank. It is urgently advisable that Dr. Weimer resigns from the Supervisory Board, due to his personal and business relations with Mr. Daniel Wruck in matters relating to the company 360x as Chairman of the Executive Board of Deutsche Börse, as he cannot act without conflicts of interest in this matter.

In light of the facts revealed in the Wöhrmann/Wruck and greenwashing affairs, a pattern of behavior has been demonstrated on the part of Mr. Sewing that, on the one hand, calls into question his professional suitability due to a particularly immature risk awareness and, on the other hand, reveals that Mr. Sewing does not have the integrity and courage to place the bank's interests above his own interests in promoting his professional advancement, but instead covers up the facts and urges other Management Board members to participate in these cover-up actions.

Due to the quantity and complexity of the facts of the matter, the applicant outlines the reasons for the proposal to withdraw the confidence in Mr. Sewing in three sections:

• - The first section will provide an overview of the internal relationship between

  • - on the one hand, the damages in the billions triggered by the DWS greenwashing scandal to the bank's largest subsidiary, DWS, the bank's and/or DWS's shareholdings acquired in the companies Auto1FT and Arabesque, as well as the persons Asoka Wöhrmann, Daniel Wruck and Bensen Safa,

  • - and, on the other hand, the capital fund raising efforts of Dr. Achleitner and Mr. Sewing with the Saudi Public Investment Fund and Archegos Capital in New York.

  All these matters are interlinked by Mr. Wöhrmann and Mr. Wruck, and other members of the bank's Management Board, Mr. von Rohr and Prof. Dr. Simon, are involved in particular in the subsequent cover-up of these matters and have thus demonstrated that they do not have the necessary ability for independent decision-making in order to break away from the group-thinking and acting called for by Mr. Sewing on the Management Board.

• - The second section sets out the existing findings on the individual facts of matters, which the applicant already sought information on to some extent at the General Meeting 2021. Shareholders, the Supervisory Board and the regulatory authorities will also be provided with the information from the Management Board.

• - Finally, the third section sets out in detail the reasons for Mr. Sewing's unreliability.

  1. Section: The internal connection between Mr. Sewing's breaches of duty and the Wöhrmann/Wruck and greenwashing scandals

The company has already suffered a market capitalization loss of more than €1 billion as a result of the greenwash- ing scandal triggered at DWS by Mr. Wöhrmann and the ensuing investigations and findings of the U.S. Department of Justice. There is a risk of further damages in the billions from matters revealed by the press in recent months, in particular

- the various business and personal ties of Mr. Asoka Wöhrmann, the Chairman of the Executive Board of

DWS, of former and current members of the bank's Management Board, and of the Supervisory Board members Dr. Achleitner and Dr. Weimer to Mr. Daniel Wruck, who is under suspicion of money laundering, and companies in which the latter is or has been involved, even after the bank terminated its account relationship with Mr. Wruck and companies belonging to him due to various suspicious activity reports;

• - Mr. Sewing's fund-raising efforts among major shareholders of dubious provenience, which he did not prevent and encouraged even after the HNA disaster, and with the involvement by Dr. Achleitner of dubious business consultants Hakan Wohlin and Daniel Wruck and the resulting possible breaches of the German Banking Act (KWG) and U.S. securities law;

• - the deliberate concealment from the authorities in the European Union (EU), the U.S. and the U.K. of gross violations of compliance and anti-money laundering requirements in order to foster Mr. Sewing's own professional advancement;

• - misrepresentations to shareholders, the press, and the capital market through repeated cover-up attempts and

• - the extensive use of private e-mail accounts and instant messenger services in breach of compliance rules by members of the Management Board and senior executives, contrary to the bank's own Code of Conduct.

Mr. Wöhrmann was therefore granted an extension of his service contract in spring 2021 as Chairman of the Executive

Board of DWS and is still in office, and the ESG Officer of DWS, Ms. Fixler, was dismissed because Mr. Wöhrmann was either personally involved in all these scandals or knew about them and there was a direct risk that the intrigues of Mr. Sewing and Dr. Achleitner would be discovered. In fact, as the Manager Magazin pointed out in the article

"Daniel Wruck - Der Schattenmann der deutschen Wirtschaft" ["Daniel Wruck - The Man Behind the Scenes of the

German Economy"] dated February 16, 2022, the dismissal of Ms. Fixler was due to the interconnections between Mr. Wöhrmann, Dr. Achleitner and Mr. Sewing with Mr. Wruck. It states:

"In the greenwashing allegations against the fund company DWS, which the U.S. Securities and Exchange Commission is investigating (see mm 11/2021), for example, Wruck plays an indirect role. DWS CEO Wöhrmann wants to make Deutsche Bank's subsidiary the leader in the green funds business. In this context, Wöhrmann became involved with the company Arabesque, which inter alia markets data on the sustainability of compa- nies and offers a program that uses artificial intelligence to invest money. DWS holds a small stake in the data division Arabesque S-Ray, as does Commerzbank, Allianz and Landesbank Hessen-Thüringen. Arabesque's majority shareholder is its Chief Executive Officer (CEO) Omar Selim (58), former CEO in Germany of British

Barclays Bank and also close with Wruck. The latter currently holds 1% of the parent company but can obtain up to 10% of the Arabesque shares. Apparently as pay for referral services. Desiree Fixler (49), American, responsible for sustainability issues at DWS from summer 2020 to spring 2021, did not hide her skepticism.

She repeatedly warned her boss Wöhrmann about Arabesque and an apparently intended increased participation in the company. At a meeting just before her dismissal, it was recommended that all further business, including possible investments in Arabesque, be submitted to the Reputational Risks Committee."

Had the DWS's Reputation Committee sought information on Arabesque and Daniel Wruck from the parent company in spring 2021, when Mr. Wöhrmann's service contract with compensation in the millions was due for renewal at DWS, it would have emerged that

• - there were undisclosed payments at around the time of the Auto1FT transaction, which was supervised by Mr. Wöhrmann and the former Management Board member Mr. Schenck, between Mr. Wruck and Mr. Wöhrmann and Mr. Schenck that led to suspicious activity reports;

• - Mr. Wöhrmann and Mr. Schenck had not disclosed serious conflicts of interest in the Auto1FT transaction contrary to the bank's own Code of Conduct and had made themselves liable to pay damages to the bank;

• - the bank's anti-money laundering was circumvented in the Auto1FT transaction - possibly precisely due to these conflicts of interest - which led to the bank being undermined by two Northern Cypriot bank directors, and as a result, the bank secretly and without notifying the responsible regulatory authorities wrote off and closed out the investment in Auto1FT after an internal investigation by the Anti-Financial Crime

unit had resulted in the bank terminating the accounts of Mr. Wruck and his companies and internally blocking the Northern Cypriot banker Mr. Safa from customer and business relations;

• - Mr. Wöhrmann extensively used his private e-mail account for correspondence in business-related matters in the Auto1FT transaction, in breach of compliance rules, and he had not told the truth about this to the Compliance department in the internal investigation;

• - DWS and Mr. Wöhrmann, Dr. Achleitner and Mr. Sewing were still doing business or were associating with Mr. Wruck after his accounts were closed by the bank due to serious suspicions of money laundering.

The DWS Reputation Committee should have disclosed this information to the DWS Supervisory Board and possibly to the regulatory authorities. It would thus not have been possible to maintain, let alone extend, Mr. Wöhrmann's DWS Executive Board service contract in spring 2021, but rather the circumstances of his appointment on January 1, 2019, should have been examined intensively. In like manner, the bank could hardly have continued to do business or enter into cooperations with the company Arabesque.

Had Mr. Wöhrmann been charged by the DWS Reputation Committee, he would have put Mr. Sewing and

Dr. Achleitner at risk. This is because Mr. Wöhrmann, as has become publicly known in the meantime, was personally involved in, or knew about, the other scandals of Dr. Achleitner and Mr. Sewing:

• - Mr. Wöhrmann himself was active in the Auto1FT transaction and therefore knew that Mr. Safa's two-page self-disclosure with 13 questions and answers was fully inadequate for the enhanced due diligence required for the anti-money laundering controls for a Northern Cypriot banker, just like the disclosure of "dividends from the Global CIB Group" as the source of funds. From his personal perspective, he knew about the internal investigation relating to this transaction and the subsequent concealment actions by Mr. Sewing;

• - Mr. Wöhrmann knew that there had been talks between Dr. Achleitner and Sewing with convicted insider- trader Bill Hwang's Archegos Capital. This is because, first of all, Mr. Wohlin, the referral agent, had also offered Mr. Wöhrmann a meeting with Mr. Hwang (which he did not accept, probably due to an insufficient command of English); secondly, Mr. Wohlin was to be compensated in the form of a DWS employment or consulting contract (which was prevented at the last moment by the DWS Supervisory Board);

• - And Mr. Wöhrmann knew that Mr. Wruck had a participation in the company Arabesque, and/or was paid by it, and nevertheless concluded contracts with Arabesque after the bank had terminated its client relationship with Mr. Wruck. In particular, Mr. Wöhrmann knows if and how there is a connection between the Arabesque investments and Mr. Wruck's referral activities for Dr. Achleitner relating to investment discussions with the Saudi Public Investment Fund in the second half of 2019, in particular in light of the fact that the participation in the company Arabesque AI had already been written off.

It was therefore decided in spring 2021, for the sake of the self-protection of Mr. Sewing and Dr. Achleitner, and to promote their own professional advancement, that Ms. Fixler should be dismissed in order to definitely prevent the DWS Reputation Committee from addressing the issues of Arabesque and Daniel Wruck. In addition, it was decided to deprive Ms. Fixler of her credibility through active forwarding and active promotion ("this has to be published now, this is important") of the publication of the internal DWS memorandum on this topic to or by the news agency Bloomberg in Frankfurt in order to discredit Ms. Fixler with the supervisory authorities, thereby destroying her credibility.

This plan failed because Mr. Wöhrmann's greenwashing actions were too obvious to be ignored by the regulatory authorities. This set the causal chain in motion that led to the greenwashing scandal at DWS and the investigations by the Securities Exchange Commission, by the U.S. Department of Justice, by the ECB and by the BaFin, as well as the loss of over €1 billion in the bank's stake in DWS.