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6-K 1 db202505236k.htm Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K For the month of May 2025

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13 a -16 OR 15 d -16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 1-15242

DEUTSCHE BANK CORPORATION
(Translation of Registrant’s Name Into English)

Deutsche Bank Aktiengesellschaft
Taunusanlage 12
60325 Frankfurt am Main
Germany
(Address of Principal Executive Office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: Form 20-F ☒ Form 40-F ☐


Explanatory note and exhibit

This Report on Form 6-K contains the following exhibit relating to Deutsche Bank AG’s 2025 Annual General Meeting of Shareholders, which took place on Thursday, May 22, 2025. This Report on Form 6-K and such exhibit are not intended to be incorporated by reference into registration statements filed by Deutsche Bank AG under the Securities Act of 1933.

Exhibit 99.1 Voting Results for the 2025 Annual General Meeting of Deutsche Bank AG.

Forward-looking statements contain risks

This report contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about Deutsche Bank’s beliefs and expectations. Any statement in this report that states Deutsche Bank’s intentions, beliefs, expectations or predictions (and the assumptions underlying them) is a forward-looking statement. These statements are based on plans, estimates and projections as they are currently available to the management of Deutsche Bank. Forward-looking statements therefore speak only as of the date they are made, and Deutsche Bank undertakes no obligation to update publicly any of them in light of new information or future events.

By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which Deutsche Bank derives a substantial portion of its trading revenues, potential defaults of borrowers or trading counterparties, the implementation of its strategic initiatives, the reliability of its risk management policies, procedures and methods, and other risks referenced in its filings with the U.S. Securities and Exchange Commission. Such factors are described in detail in Deutsche Bank’s 2024 Annual Report on Form 20-F filed with the SEC on March 13, 2025, under the heading “Risk Factors.” Copies of this document are readily available upon request or can be downloaded from www.deutsche-bank.com/ir.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Deutsche Bank Aktiengesellschaft

Date: May 23, 2025

By:

_/s/ Andrea Schriber____________

Name:

Andrea Schriber

Title:

Managing Director

By:

_/s/ Joseph C. Kopec____________

Name:

Joseph C. Kopec

Title:

Managing Director and Senior Counsel

2

EX-1 2 db20250523991.htm Report

Exhibit 99.1

Deutsche Bank

Annual General Meeting 2025

Voting results

Item 2

Appropriation of distributable profit for the 2024 financial year - proposal pursuant to convocation corrected for own shares approved

1,030,492,811 shares for which valid votes were submitted (= 52.89% of the share capital)
1,029,659,440 yes votes - 99.92%

833,371 no votes - 0.08%

Item 3

Ratification of the acts of management of the members of the Management Board for the 2024 financial year

Mr. Christian Sewing - acts of management ratified

1,008,976,809 shares for which valid votes were submitted (= 51.79% of the share capital)
1,004,679,289 yes votes - 99.57%

4,297,520 no votes - 0.43%

Mr. James von Moltke - acts of management ratified

1,009,387,960 shares for which valid votes were submitted (= 51.81% of the share capital)
1,004,370,412 yes votes - 99.50%

5,017,548 no votes - 0.50%

Mr. Fabrizio Campelli - acts of management ratified

1,009,235,795 shares for which valid votes were submitted (= 51.80% of the share capital)
1,004,308,565 yes votes - 99.51%

4,927,230 no votes - 0.49%

Mr. Bernd Leukert - acts of management ratified

964,576,305 shares for which valid votes were submitted (= 49.51% of the share capital)
959,368,401 yes votes - 99.46%

5,207,904 no votes - 0.54%

Mr. Alexander von zur Mühlen - acts of management ratified

1,007,906,058 shares for which valid votes were submitted (= 51.73% of the share capital)
1,003,301,137 yes votes - 99.54%

4,604,921 no votes - 0.46%

Ms. Laura Padovani - acts of management ratified

1,007,886,122 shares for which valid votes were submitted (= 51.73% of the share capital)
1,003,888,103 yes votes - 99.60%

3,998,019 no votes - 0.40%

Mr. Claudio de Sanctis - acts of management ratified

1,008,199,380 shares for which valid votes were submitted (= 51.75% of the share capital)
1,003,097,459 yes votes - 99.49%

5,101,921 no votes - 0.51%

Ms. Rebecca Short - acts of management ratified

1,008,049,519 shares for which valid votes were submitted (= 51.74% of the share capital)
1,002,680,984 yes votes - 99.47%

5,368,535 no votes - 0.53%

Professor Dr. Stefan Simon - acts of management ratified

1,007,426,579 shares for which valid votes were submitted (= 51.71% of the share capital)
998,861,121 yes votes - 99.15%

8,565,458 no votes - 0.85%

Mr. Olivier Vigneron - acts of management ratified

1,006,789,439 shares for which valid votes were submitted (= 51.68% of the share capital)
1,001,881,810 yes votes - 99.51%

4,907,629 no votes - 0.49%

2

Deutsche Bank

Annual General Meeting 2025

Item 4

Ratification of the acts of management of the members of the Supervisory Board for the 2024 financial year

Mr. Alexander Wynaendts - acts of management ratified

1,007,616,311 shares for which valid votes were submitted (= 51.72% of the share capital)
1,002,845,241 yes votes - 99.53%

4,771,070 no votes - 0.47%

Mr. Frank Schulze - acts of management ratified

1,006,986,001 shares for which valid votes were submitted (= 51.69% of the share capital)
1,002,270,934 yes votes - 99.53%

4,715,067 no votes - 0.47%

Professor Dr. Norbert Winkeljohann - acts of management ratified

1,006,934,087 shares for which valid votes were submitted (= 51.68% of the share capital)
1,002,190,126 yes votes - 99.53%

4,743,961 no votes - 0.47%

Ms. Susanne Bleidt - acts of management ratified

1,006,869,154 shares for which valid votes were submitted (= 51.68% of the share capital)
1,002,288,611 yes votes - 99.55%

4,580,543 no votes - 0.45%

Ms. Mayree Clark - acts of management ratified

1,006,713,894 shares for which valid votes were submitted (= 51.67% of the share capital)
1,001,738,801 yes votes - 99.51%

4,975,093 no votes - 0.49%

Mr. Jan Duscheck - acts of management ratified

1,006,779,362 shares for which valid votes were submitted (= 51.68% of the share capital)
1,002,160,504 yes votes - 99.54%

4,618,858 no votes - 0.46%

Ms. Manja Eifert - acts of management ratified

1,006,544,026 shares for which valid votes were submitted (= 51.66% of the share capital)
1,001,805,770 yes votes - 99.53%

4,738,256 no votes - 0.47%

Ms. Claudia Fieber - acts of management ratified

1,006,483,170 shares for which valid votes were submitted (= 51.66% of the share capital)
1,001,905,640 yes votes - 99.55%

4,577,530 no votes - 0.45%

Mr. Sigmar Gabriel - acts of management ratified

1,006,791,943 shares for which valid votes were submitted (= 51.68% of the share capital)
1,001,177,456 yes votes - 99.44%

5,614,487 no votes - 0.56%

Mr. Florian Haggenmiller - acts of management ratified

1,006,449,803 shares for which valid votes were submitted (= 51.66% of the share capital)
1,001,940,846 yes votes - 99.55%

4,508,957 no votes - 0.45%

Mr. Timo Heider - acts of management ratified

1,006,515,067 shares for which valid votes were submitted (= 51.66% of the share capital)
1,002,025,147 yes votes - 99.55%

4,489,920 no votes - 0.45%

Ms. Birgit Laumen - acts of management ratified

1,006,430,763 shares for which valid votes were submitted (= 51.66% of the share capital)
1,001,672,516 yes votes - 99.53%

4,758,247 no votes - 0.47%

3

Deutsche Bank

Annual General Meeting 2025

Ms. Gerlinde M. Siebert - acts of management ratified

1,006,610,634 shares for which valid votes were submitted (= 51.67% of the share capital)
1,001,890,959 yes votes - 99.53%

4,719,675 no votes - 0.47%

Mr. Yngve Slyngstad - acts of management ratified

1,006,543,535 shares for which valid votes were submitted (= 51.66% of the share capital)
1,001,885,191 yes votes - 99.54%

4,658,344 no votes - 0.46%

Mr. Stephan Szukalski - acts of management ratified

1,006,537,565 shares for which valid votes were submitted (= 51.66% of the share capital)
1,001,918,002 yes votes - 99.54%

4,619,563 no votes - 0.46%

Mr. John Alexander Thain - acts of management ratified

1,006,710,072 shares for which valid votes were submitted (= 51.67% of the share capital)
1,001,871,084 yes votes - 99.52%

4,838,988 no votes - 0.48%

Mr. Jürgen Tögel - acts of management ratified

1,006,537,943 shares for which valid votes were submitted (= 51.66% of the share capital)
1,002,017,074 yes votes - 99.55%

4,520,869 no votes - 0.45%

Ms. Michele Trogni - acts of management ratified

1,006,309,420 shares for which valid votes were submitted (= 51.65% of the share capital)
1,001,514,795 yes votes - 99.52%

4,794,625 no votes - 0.48%

Dr. Dagmar Valcárcel - acts of management ratified

1,006,283,126 shares for which valid votes were submitted (= 51.65% of the share capital)
1,001,903,014 yes votes - 99.56%

4,380,112 no votes - 0.44%

Dr. Theodor Weimer - acts of management ratified

1,006,566,687 shares for which valid votes were submitted (= 51.67% of the share capital)
1,002,348,032 yes votes - 99.58%

4,218,655 no votes - 0.42%

Mr. Frank Witter - acts of management ratified

1,006,534,518 shares for which valid votes were submitted (= 51.66% of the share capital)
1,002,098,757 yes votes - 99.56%

4,435,761 no votes - 0.44%

Item 5.1

Election of the auditor for the 2025 financial year, interim accounts - proposal pursuant to convocation approved

1,026,863,790 shares for which valid votes were submitted (= 52.71% of the share capital)
1,020,393,190 yes votes - 99.37%

6,470,600 no votes - 0.63%

Item 5.2

Election of the auditor of the 2025 sustainability reporting - proposal pursuant to convocation approved

1,026,853,518 shares for which valid votes were submitted (= 52.71% of the share capital)
1,021,092,799 yes votes - 99.44%

5,760,719 no votes - 0.56%

Item 6

Resolution to be taken on the approval of the Compensation Report produced and audited pursuant to § 162 Stock Corporation Act for the 2024 financial year - proposal pursuant to convocation approved

1,026,720,614 shares for which valid votes were submitted (= 52.70% of the share capital)
986,480,776 yes votes - 96.08%

40,239,838 no votes - 3.92%

4

Deutsche Bank

Annual General Meeting 2025

Item 7

Authorization to acquire own shares pursuant to § 71 (1) No. 8 Stock Corporation Act as well as for their use with the possible exclusion of pre-emptive rights - proposal pursuant to convocation approved

1,027,441,457 shares for which valid votes were submitted (= 52.74% of the share capital)
997,377,000 yes votes - 97.07%

30,064,457 no votes - 2.93%

Item 8

Authorization to use derivatives within the framework of the purchase of own shares pursuant to § 71 (1) No. 8 Stock Corporation Act - proposal pursuant to convocation approved

1,028,280,363 shares for which valid votes were submitted (= 52.78% of the share capital)
999,701,162 yes votes - 97.22%

28,579,201 no votes - 2.78%

Item 9

Authorization to acquire own shares for trading purposes pursuant to § 71 (1) No. 7 Stock Corporation Act - proposal pursuant to convocation approved

1,029,224,607 shares for which valid votes were submitted (= 52.83% of the share capital)
1,012,538,321 yes votes - 98.38%

16,686,286 no votes - 1.62%

Item 10

Cancellation of authorized capital pursuant to § 4 (5) of the Articles of Association, creation of new authorized capital for capital increases in cash (with the possibility of excluding shareholders' pre-emptive rights for broken amounts as well as in favor of holders of option and convertible rights) and corresponding amendments to the Articles of Association in § 4 (3), (5) and (6) - proposal pursuant to convocation approved

1,027,282,792 shares for which valid votes were submitted (= 52.73% of the share capital)
975,830,344 yes votes - 94.99%

51,452,448 no votes - 5.01%

Item 11

Cancellation of authorized capital pursuant to § 4 (4) of the Articles of Association, creation of new authorized capital for capital increases in cash (with the possibility of excluding shareholders' pre-emptive rights in accordance with, inter alia, § 186 (3) sentence 4 Stock Corporation Act) and corresponding amendment to the Articles of Association in § 4 (4) - proposal pursuant to convocation approved

1,027,324,684 shares for which valid votes were submitted (= 52.73% of the share capital)
986,849,568 yes votes - 96.06%

40,475,116 no votes - 3.94%

Item 12

Authorization to issue participatory notes and other Hybrid Debt Securities that fulfill the regulatory requirements to qualify as Additional Tier 1 Capital (AT1 Capital) for banks - proposal pursuant to convocation approved

1,014,803,158 shares for which valid votes were submitted (= 52.09% of the share capital)
1,007,751,351 yes votes - 99.31%

7,051,807 no votes - 0.69%

Item 13.1

Election of Mr. Sigmar Gabriel as member of the Supervisory Board - proposal pursuant to convocation approved

1,021,651,898 shares for which valid votes were submitted (= 52.44% of the share capital)
977,122,255 yes votes - 95.64%

44,529,643 no votes - 4.36%

Item 13.2

Election of Mr. Frank Witter as member of the Supervisory Board - proposal pursuant to convocation approved

1,021,233,775 shares for which valid votes were submitted (= 52.42% of the share capital)
974,903,179 yes votes - 95.46%

46,330,596 no votes - 4.54%

Item 13.3

Election of Mr. Dr. Klaus Moosmayer as member of the Supervisory Board - proposal pursuant to convocation approved

1,021,211,950 shares for which valid votes were submitted (= 52.42% of the share capital)
1,010,454,623 yes votes - 98.95%

10,757,327 no votes - 1.05%

Item 13.4

Election of Ms. Kirsty Roth as member of the Supervisory Board - proposal pursuant to convocation approved

1,022,714,388 shares for which valid votes were submitted (= 52.49% of the share capital)
1,018,546,284 yes votes - 99.59%

4,168,104 no votes - 0.41%

5

Deutsche Bank

Annual General Meeting 2025

Item 14

Amendment to the Articles of Association to renew the authorization of the Management Board to allow for a virtual General Meeting to be held - proposal pursuant to convocation approved

1,028,570,134 shares for which valid votes were submitted (= 52.79% of the share capital)
983,951,833 yes votes - 95.66%

44,618,301 no votes - 4.34%

Item 15

Special audit on formation of provisions regarding Postbank - rejected

1,025,442,520 shares for which valid votes were submitted (= 52.63% of the share capital)
33,532,108 yes votes - 3.27%

991,910,412 no votes - 96.73%

Item 16

Special audit on formation of provisions regarding foreign currency loans Poland - rejected

1,021,715,454 shares for which valid votes were submitted (= 52.44% of the share capital)
30,716,418 yes votes - 3.01%

990,999,036 no votes - 96.99%

6