Deutsche Bank

Deutsche Bank conference or call), while discussion of the issue takes place.6 As to potential conflicts involving the Chairperson, the same process shall apply except that the Chairperson shall appropriately consider and weigh the facts potentially leading to a conflict together with the Vice-chairperson and on that basis decide whether he / she is in a position to attend the respective meeting and / or discuss or vote the respective issue. 3. Secretary The Chairperson shall appoint a Secretary of the Committee who must not be a Member but has the responsibility for, among other things, preparing and coordinating the meetings, including information of Committee Members in case decision shall be taken outside scheduled meetings (see section 4.3), timely distribution of documents (see section 6.2), taking minutes (see section 6.3), maintaining a log of actions / issues, reporting to the Committee any open action items and following up with Members on any deliverables (see section 6.6). The Secretary shall also be responsible for ensuring the retention of all key committee documents, including agendas, minutes, log of actions I issues and an appropriate usage of relevant governance tools. 4. Decision-making procedures 4.1 Quorum Decisions of the Committee shall only be taken if the Chairperson on duty and at least 50% of the remaining Voting Members' are deemed present in accordance with section 5.3 or have participated in the decision-making process in accordance with section 4.3. No decisions shall be made without the quorum being reached. Non-quorate meetings held may only serve information sharing and decision-preparing purposes. 4.2 Majority requirements Decisions of the Committee are taken by a qualified majority of 67%.8 6 The Chairperson shall consider a removal of a conflicted Member from the Committee if the conflict is deemed to be permanent. 7 Calculation to be based on the number of positions represented. 8 If a Voting Member represents several positions relevant to fulfil the Committee's mandate in accordance with sections 2.1 and 2.2, each position has one vote, unless stated differenty. For internal use only Page 5 of 17 version 4 I CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0028787 CONFIDENTIAL SDNY_GM_00174971 EFTA01343853