Deutsche Bank AG - Historische Gesellschaft der Deutschen Bank e.V.

Deutsche Schutzvereinigung für Wertpapierbesitz has yiven the following reasons
for its proposal:
"The developments surrounding Feldmühle Nobel and AVA have strongly con-
firmed DSW's fears that a restriction on voting rights is, firstly, not an effective way
of warding off a large shareholder and, secondly, can be very counterproductive.
The blocking of rival shareholder groups not only paralyzes the company, it also
harrns its reputation in public.
Commerzbank was right when it announced just recently: Through restrictions on
voting rights companies ultimately pay for uncertain advantages with tangible dis-
advantages.
Since it is still uncertain whether protective mechanirns that conform rnore closely
to market conditions will be introduced, maximum voting rights, which in any case
are understood by the companies merely as a Signal, should be removed withour
delay in view of the disadvantages which currently do exist in practice."
Reply:
The Board of Managing Directors proposes that the motion be rejected.
It can also happen in cornpanies without a maximurn voting right that shareholders
form groups that rival with each other and, in so doing, exert a negative influence on
decision-rnaking processes in the cornpany. In the present legal situation, the rnaxi-
mum voting right serves to protect the shareholder against unequal treatment in the
event of Shares being bought up and of takeover bids. We think it can only be dis-
pensed with if greater transparency can be achieved in the anonymity of shareholder
structures, so that investors can recognize at an early stage changes and intentions of
a party buying upsharesand/or of a potential bidder. In ouropionion, this requires the
implementation - as quickly as possible - of the EC Information Directive, which es-
tablishes an obligation to disclose holdings at leastfrorn 10%. In addition, we are in fa-
vour of binding rules for takeover bids, ensuring an orderly and fair procedure with
the aim of equal treatrnent for all shareholders. The maxirnurn voting right should be
retained until these preconditions are fulfilled.
Ms. Elis Sachau, Meckenheim-Merl, has given notice that with regard to ltem 2 of the
Agenda she will propose the following motion:
"The General Meeting is requested to resolve that of the available distributable
profit in the amount of DM 556,702,734,
a) DM 542,784,165.65, i.e. 97.5%,
be used to distribute a dividend of DM 13.65 per share
in the nominal amount of DM 50, and
b) DM 13,917,568.35, i.e. 2.5%.
be used as a donation to the
Internationales Jugend- und Kinderhilfswerk der Salesianer
Don Bosco - Missionsprokurator Pater Karl Oerder -
Strässchenweg 3, 5300 Bonn 1."