CENTRAL EASTERN EUROPE FUND INC

This joint Proxy Statement is furnished by the respective Boards of Directors (collectively, the “Board of Directors” or “Board”) of The Central and Eastern Europe Fund, Inc. (“CEE”) and The New Germany Fund, Inc. (“GF”), each a Maryland corporation (each, a “Fund” and collectively, the “Funds”), in connection with the solicitation of proxies for use at the joint Annual Meeting of Stockholders (the “Meeting”) to be held at 10:00 a.m., New York time, on Thursday, June 27, 2024 at the offices of DWS Investment Management Americas, Inc., 875 Third Avenue, New York, New York 10022.

The purpose of the Meeting and the matters to be considered are set forth in the accompanying Notice of Joint Annual Meeting of Stockholders.

The Meeting is being held to consider and to vote on the following proposals for the Funds, as indicated below and as described more fully herein, and such other matters as may properly come before the Meeting:

If the accompanying Proxy Card for your Fund is executed properly and returned, shares represented by it will be voted at the Meeting, and any postponement or adjournment thereof, in accordance with the instructions on the Proxy Card. However, if no instructions are specified, shares will be voted FOR the election of two (2) directors of CEE and three (3) Directors of GF nominated by the Board (“Proposal No. 1”) and FOR the ratification of the appointment by the Audit Committee and the Board of Ernst & Young LLP, an independent public accounting firm, as independent auditors for each Fund (“Proposal No. 2”). A proxy may be revoked at any time prior to the time it is voted by written notice to the Secretary of a Fund, by submitting a subsequently executed and dated Proxy Card or by attending the Meeting and voting. Stockholders do not have dissenters’ rights of appraisal in connection with any of the matters to be voted on by the stockholders at the Meeting.

The close of business on May 2, 2024 has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the Meeting. On that date, CEE had 6,395,607.46 shares of Common Stock outstanding and entitled to vote, and GF had 16,390,179.95 shares of Common Stock outstanding and entitled to vote. Each share will be entitled to one vote on each matter that comes before the Meeting and each fractional share will be entitled to a proportionate fractional share on each matter that comes before the Meeting. It is expected that the joint Notice of Annual Meeting, this Proxy Statement and the Proxy Card(s) will first be mailed to stockholders on or about May 24, 2024.

For each Fund, a quorum is necessary to hold a valid meeting. If stockholders entitled to castone-third of all votes entitled to be cast at the Meeting are present in person or by proxy, a quorum will be established. Each Fund intends to treat properly executed Proxy Cards that are marked “abstain” and brokernon-votes (defined below) as present for the purposes of determining whether a quorum has been achieved at the Meeting. Each nominee for Director set forth in Proposal No. 1 shall be elected as a Director of the applicable Fund if such nominee receives the affirmative vote of a majority of the total number of votes entitled to be cast at the Meeting with respect to such Fund, provided a quorum for such Fund is present. Ratification of the appointment of Ernst & Young LLP as each Fund’s independent auditor for the current fiscal year requires the affirmative vote of a majority of the votes cast at the Meeting with respect to such Fund provided a quorum for such Fund is present. A “brokernon-vote” is deemed to have occurred when a proxy received from a broker indicates that the broker does not have discretionary authority to vote the shares on the matter. Because the election of a nominee for Director of a Fund requires the affirmative vote of a majority of the total number of votes entitled to be cast at the Meeting of the applicable Fund, abstentions and brokernon-votes will have the effect of votes “against” the nominee. Under Maryland law, abstentions do not constitute a vote “for” or “against” a matter and will be disregarded in determining the “votes cast” on an issue. A “brokernon-vote” occurs when a broker holding shares for a beneficial owner does not vote on a particular matter because the broker does not have discretionary voting power with respect to that matter and has not received instructions from the beneficial owner.

In the event that (i) a quorum is not present at the Meeting; or (ii) a quorum is present but sufficient votes in favor of the position recommended by the Board for a proposal have not been timely received, the chairman of the Meeting may authorize, or the persons named as proxies may propose and vote for, one or more adjournments of the Meeting up to 120 days after the record date, with no other notice than an announcement at the Meeting, in order to permit further solicitation of proxies. Shares represented by proxies indicating a vote contrary to the position recommended by the Board for a proposal will be voted against adjournment of the Meeting.