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

Reasons:
"The declaration of the participatory certificates of the 100% subsidiary Klöckner &
Co. AG to be valueless proves, after the company's enormous profits, to be abso-
lutely unnecessary, at least on that scale. The voluntary cornpensation provided in
August 1989corresponded to only a fraction of the value of the participatory certifi-
cates. Through pure profit seeking, the Board of Managing Directors hence de-
stroyed the confidence of many hundreds of srnall investors in the probity of Deut-
sche Bank. The bank is using the tax advantages of DM 134 rn., for which certificate-
holders paid, and is reaping a dividend for 1989 of rnore than 100% (tax free) for its
'risk' at Klöckner & Co., while the small investors are to go empty-handed."
Reply:
The participatory-certificate capital of Klöckner & Co. KGaA was equity capital. Since
the cornpany's losses in auturnn 1988 exceeded the entire equity capital, the extin-
guishment of the rights attaching to the participatory certificates was an unavoidable
legal and econornic consequence. Nevertheless, DM 112 per participatory certificate
was paid to the certificate-holders in August 1989. This was in line with the stock rnar-
ket valuation before the crisis at the cornpany became known. It was only when the
bank took action that the preconditions were created for the company's recovery and
hence for the payment to the certificate-holders. Any profit from our commitrnent -
about whose size it is is not yet possible to say anthing - will merely be compensation
for the risk borne by the bank.
Ms. Hanneliese Appelrath, Bonn, has given notice that she will propose that ratifica-
tion of the acts of rnanagernent of the Board of Managing Directors and of the share-
holders' representatives on the Supervisory Board be refused.
Reasons:
"Despite growing Protests, Deutsche Bank continued its business with South
Africa in 1989. In particular, it agreed in October 1989 to another rescheduling
for South Africa. Despite appeals - from South African churchleaders, among
others - the rescheduling was not rnade dependent on the fulfilment of political
conditions. The DGB criticized the fact that the big banks did not use their political
power to bring about humane conditions in South Africa. In addition, Deutsche
Bank continued to provide trade finance for South Africa.
The Board of Managing Directors and the capital representatives have severely
damaged the bank's reputation by persisting in conducting business with South
Africa."
Reply:
We have already stated at previous General Meetings that Deutsche Bank rejects the
apartheid System. We welcome the fact that the South African government has com-
menced dialogue with the representatives of the black population, and we hope - in
the interest of the country and its people - that the prospects for peaceful change in
South Africa will improve further. A boycott would jeopardize this developrnent and
have negative repercussions for the whole population.