Postbank Deutsche Postbank AG Bonn ISIN DE0008001009 The Management Board and the Supervisory Board issue the following joint declaration of conformity in accordance with Section 161 of the AktG: I. The last annual declaration of conformity was issued on December 17, 2013. An update to this declaration of conformity was issued on May 22, 2014, and on July 9, 2014. The Management Board and the Supervisory Board of Deutsche Postbank AG declare that since their last declaration of conformity dated December 17, 2013, all of the recommendations of the Government Commission of the German Corporate Governance Code (GCGC) in the version dated May 13, 2013 published in the Federal Gazette on June 10, 2013 as well as the version dated June 24, 2014, published in the Federal Gazette on September 30, 2014, have been met with the exception of the following qualifications: 1. According to Section 5.4.2, Sentence 4 of the GCGC, members of the Supervisory Board shall not perform advisory tasks or exercise directorships with important competitors of the Company. As of December 3, 2010, Deutsche Bank AG holds more than 50 % of Postbank shares and is thus the parent company of Deutsche Postbank AG. As of December 17, 2010, Rainer Neske, Management Board Member of Deutsche Bank AG, Head of Private & Business Clients, is a member of the Supervisory Board of Deutsche Postbank AG. From the point of view of the Company, it is reasonable that the Supervisory Board would be composed of elected representatives of the majority shareholder or its subsidiaries even if they are important competitors of the Company. In intercompany relations, it is invariably a common practice that representatives of the parent company are represented on the Supervisory Board of the Company. It is the judgment of the Management Board and Supervisory Board of Deutsche Postbank AG that Section 5.4.2, Sentence 4 of the GCGC does not take intercompany relations into consideration. The meaning of that Section instead applies more to representatives of an enterprise s external competitors. The Management Board and the Supervisory Board have nevertheless decided as a precaution to make a declaration of deviation from Section 5.4.2, Sentence 4 of the GCGC. 2. According to Section 4.2.2 (2), Sentence 3 of the GCGC, the Supervisory Board, in setting compensation for the Management Board, shall consider the relationship between the compensation of the Management Board and that of senior management and the staff overall, particularly in terms of its development over time, Page 1 of 5
with the Supervisory Board determining how senior managers and the relevant staff are to be differentiated. For this vertical compensation comparison, in the past the Supervisory Board has considered the compensation of the two management levels below the Management Board. So far there has been no further differentiation because the Supervisory Board has so far considered the selected comparison groups to be sufficiently relevant. In 2014, the Supervisory Board resolved to implement a compensation comparison in accordance with the recommendations of the Government Commission of the GCGC and arranged for it to be carried out. It is intended to conduct this compensation comparison on a regular basis. As a consequence the deviation mentioned in I.2 was no longer applicable; Section 4.2.2 (2) sentence 3 of the GCGC was thereby fully complied with. 3. According to Section 4.2.3 (2), Sentence 6 of the GCGC, the amount of compensation shall be capped, both overall and for variable components of compensation. The employment contracts of the current members of the Management Board provide for caps for parts of the compensation, but these caps do not correspond entirely with the recommendations of the new Code. However, the Company intends to address the adjustment of the present contracts to the requirements of the Code with the next upcoming change of the compensation system. In this context it is considered that the caps do not only have to be related to the granted and assigned compensation components but also to the later allocation (Zufluss). Although Deutsche Postbank AG does not consider this view to be convincing, we nevertheless declare for reason of precaution that no cap has been implemented for the allocation (Zufluss) of the deferred share-based compensation and that Deutsche Postbank therefore has not complied with the recommendation in Section 4.2.3 (2) Sentence 6 GCGC to this degree. 4. According to Section 4.2.3 (3) of the GCGC, the Supervisory Board shall determine the target pension level - also considering the period of membership on the Management Board when approving pensions and take into account the annual expenditures and long-term expense for the company derived therefrom. For the vast majority of the members of the Management Board a premium based plan, which is structurally not aimed at a specific pension level, or rather which cannot be derived thereof, is applicable. The Supervisory Board therefore does not aim at a target pension level with regard to these pension commitments. A change of this common commitment structure is not envisaged. For pension commitments that depend on compensation, a maximum pension level has been set with regard to pensionable basic salary. The Supervisory Board considers the determinations made with regard to the maximum pension level to be sufficient. 5. According to Section 5.3.3, the nomination committee should be composed exclusively of shareholder representatives. Pursuant to Section 25d (11) of the German Banking Act, as amended by the CRD IV Implementation Act dated August Page 2 of 5
28, 2013, the nomination committee of the Supervisory Board must undertake further tasks that should not be prepared solely by the shareholder representatives on the Supervisory Board. Accordingly, Postbank's nomination committee is also composed of representatives of the employees. However, it will be ensured that the election recommendations to the General Meetings will only be determined by the shareholder representatives of the committee. 6. According to Section 5.4.6 (2) of the GCGC, members of the Supervisory Board receive compensation in appropriate relation to their tasks and the situation of the company. If members of the Supervisory Board are promised performance-related compensation, it shall be oriented toward sustainable growth of the enterprise. Supervisory Board member compensation, as stipulated in Deutsche Postbank AG's Articles of Association, includes an annually fixed component and performance-based compensation with long-term incentive, plus a performance-based component based on the earnings per share for the respective financial year. With a view to the latter compensation component, which, taken separately, the Management Board deems not to fully meet the requirements of Section 5.4.6 (2) of the GCGC for sustainable growth of the enterprise, the Management Board and Supervisory Board of Deutsche Postbank AG have decided to declare a deviation from Section 5.4.6 (2) of the GCGC, as a precaution. Since the first update to the declaration of conformity dated May 22, 2014, Deutsche Postbank AG has met the recommendations of the Government Commission of the German Corporate Governance Code (GCGC) in the version dated May 13, 2013 as well as the version dated June 24, 2014, with the exception of the qualifications in I.1 through I.5. By resolution of the Annual General Meeting dated July 9, 2014, the compensation scheme of the Supervisory Board was changed to a fixed compensation including an attendance fee without performance-based compensation, to be applied retroactively as of January 1, 2014. As a consequence the deviation mentioned in I.6 is no longer applicable; Section 5.4.6 (2) of the GCGC is thereby fully complied with. Since the second update to the declaration of conformity dated July 9, 2014, Deutsche Postbank AG has met the recommendations of the Government Commission of the German Corporate Governance Code (GCGC) in the version dated May 13, 2013 as well as the version dated June 24, 2014, with the exception of the qualifications in I.1 through I.5 as well as the following additional exception: 7. According to Section 5.3.2 sentence 3 of the GCGC, the Chairman of the Audit Committee of the Supervisory Board shall be independent. On July 9, 2014, the Supervisory Board elected Dr. Christian Ricken as the new Chairman of the Audit Committee. Dr. Ricken is a member of the Group Executive Committee of Deutsche Bank AG and Chief Operating Officer in the Private & Business Clients division ( COO PBC ). Deutsche Bank AG currently holds, either directly or indirectly, approx. 94.1% of the shares of Deutsche Postbank AG, making Deutsche Bank AG the controlling shareholder within the meaning of Section 5.4.2, Sentence 2 of the Page 3 of 5
GCGC. Due to his activities in the Group Executive Committee of Deutsche Bank AG, Dr. Ricken has business relations with the controlling shareholder of Deutsche Postbank AG which might cause a material and not only temporary conflict of interest and he is, therefore, not independent within the meaning of Section 5.4.2, Sentence 2 of the GCGC. Despite his managerial position with Deutsche Bank AG, the Supervisory Board considers Dr. Ricken to be an appropriate Chairman of the Audit Committee. Due to his activities in the Group Executive Committee of Deutsche Bank AG, as COO PBC and in view of his general professional career, Dr. Ricken has extensive experience in the field of finance / commercial banking. In particular, he has the necessary specialist knowledge in the fields of accounting and auditing as well as the necessary experience in heading corporate committees. The Supervisory Board expects Dr. Ricken to have sufficient time to perform his duties as Chairman of the Audit Committee and that he will be able to perform these activities while protecting with interests of the parties involved. He is also able to ensure the long-term continuity in this key position. II. Furthermore, the Management Board and the Supervisory Board of Deutsche Postbank AG declare that they intend to comply in the future with the recommendations of the German Corporate Governance Code, as amended on June 24, 2014, except for the following recommendations: 1. a. Section 5.4.2, Sentence 4 of the GCGC for the reasons listed in I.1 b. Section 5.4.2, Sentence 4 of the GCGC: As of January 1, 2015 alongside Mr. Rainer Neske a second member of the management board of Deutsche Bank AG is a member of the Supervisory Board of Deutsche Postbank AG. Since May 9, 2012, Mr. Christian Sewing, Global Head of Group Audit of Deutsche Bank, is a member of the Supervisory Board of Deutsche Postbank AG. By resolution of the supervisory board of Deutsche Bank AG, Mr. Sewing was appointed as a member of the management board of Deutsche Bank AG effective as of January 1, 2015. From the point of view of the Company, it is reasonable that the Supervisory Board would be composed of elected representatives of the majority shareholder or its subsidiaries even if they are important competitors of the Company. In intercompany relations, it is invariably a common practice that representatives of the parent company are represented on the Supervisory Board of the Company. For the reasons listed in I.1 the Management Board and the Supervisory Board have decided as a precaution to make a declaration of deviation from Section 5.4.2, Sentence 4 of the GCGC. 2. Section 4.2.3 (2) Sentence 6 of the GCGC for the reasons listed in I.3 3. Section 4.2.3 (3) of the GCGC for the reasons listed in I.4 4. Section 5.3.2 (3), Sentence 3 of the GCGC for the reasons listed in I.7 Page 4 of 5
5. Section 5.3.3 of the GCGC for the reasons listed in I.5 Bonn, December 17, 2014 For the Supervisory Board For the Management Board Rainer Neske (Chairman of the Supervisory Board) Frank Strauß (Chairman of the Management Board) The English version of the declaration of conformity constitutes a translation of the original German version. Only the German version is legally binding. Page 5 of 5