DEUTSCHE BANK AKTIENGESELLSCHAFT

The bank puts a strong focus on its governance related to compensation decision-making processes. A robust set of rule-

based principles for compensation decisions with close links to the performance of both businesses and individuals were

applied.

The total amount of Variable Compensation for any given performance year is derived from an assessment of the bank’s

profitability, solvency, and liquidity position (affordability assessment), Group performance and the performance of

divisions and infrastructure functions in support of achieving the bank’s strategic objectives.

In a first step, Deutsche Bank assesses the bank’s affordability as well as other limitations (such as external financial

goals) to determine what the bank “can” award in line with regulatory and internal requirements. This assessment also

takes into account forward‑looking considerations of the bank’s multi‑year strategic plan including its multi-year capital

plan. In the next step, the bank assesses divisional risk-adjusted performance, i.e., what the bank “should” award in order

to provide an appropriate compensation for contributions to the bank’s success.

The proportion of the Variable Compensation pools related to Group performance, which has a weighting of 25%, is

determined based on the performance of a selected number of Group’s Key Performance Indicators (KPIs), including

Cost/Income Ratio (CIR), Post-Tax Return on Tangible Equity (RoTE), ESG: Environmental - Sustainable Financing and

ESG Investments, Social - Gender Diversity and Governance - Audit Control Risk Management Grade.

When assessing divisional performance, a range of considerations are referenced. Performance is assessed in the context

of financial and – based on Balanced Scorecards – non-financial targets. To ensure that performance is reviewed in its

entirety and that consideration is also given to criteria that are difficult to evaluate with a solely formulaic approach, the

SECC additionally conducts a qualitative review. Following the quantitative calculation of the combined performance

assessed Variable Compensation pools, the SECC will review a set of pre-defined qualitative criteria related to both

financial and non-financial performance and may decide to apply a maximum 10 percentage points up or down overlay

on the divisional performance assessment. The financial targets for front-office divisions are subject to appropriate risk-

adjustment, in particular by referencing the degree of future potential risks to which Deutsche Bank may be exposed, and

the amount of capital required to absorb severe unexpected losses arising from these risks. For the infrastructure

functions, the financial performance assessment is mainly based on the achievement of cost targets. While the allocation

of Variable Compensation to infrastructure functions, and in particular to control functions, depends on both Deutsche

Bank’s overall and their own performance, it is not dependent on the performance of the division(s) that these functions

oversee.

At the level of the individual employee, the Variable Compensation Guiding Principles are established, which detail the

factors and metrics that managers need to take into account when making Variable Compensation decisions. In doing so,

they must fully appreciate the risk-taking activities of individuals to ensure that Variable Compensation allocations are

balanced and risk-taking is not inappropriately incentivized. The factors and metrics to be considered include, but are not

limited to, (i) business delivery (“What”), i.e., quantitative and qualitative financial, risk-adjusted and non-financial

performance metrics, and (ii) behavior (“How”), i.e., culture, conduct and control considerations such as qualitative inputs

from control functions or disciplinary sanctions. Variable Compensation setting recommendations help managers to

translate individual performance (“What” and “How”) into appropriate pay outcomes. Generally, performance is assessed

based on a one-year period. However, for Management Board members of all Significant Institutions, a performance

period of three years is taken into account.