Deutsche Bank

Deutsche Bank 4.3 Decision-making Decisions may be taken during scheduled meetings (see section 5.1). At the discretion of the Chairperson, decisions may also be taken using a different process (e.g., electronically by e-mail circular, by telephone or by using equivalent technical means). Voting Members can abstain from voting in particular if preparatory documents are not distributed in a timely manner prior to the meeting in accordance with section 6.2. Alternatively, the Chairperson may decide to postpone the relevant agenda item. Both scenarios have to be reflected in the minutes. 4.4 Veto rights The Chairperson has the right to veto any decision of the Committee until the minutes of the meeting are final, provided that the decision has not yet been executed or consequences have become irrevocable. In case of an urgent decision which cannot be delayed, the veto right of the Chairperson can only be exercised during the meeting. The responsibility for a decision vetoed, an appropriate follow-up and closure of the issue lies with the Chairperson. If the Chairperson vetoes a decision which had received positive votes of at least 75% of the Voting Members, the veto of the Chairperson will cause the matter to escalate to the Delegating Person or (in case the Delegating Person and the Chairperson are identical) the responsible person whose direct report the Chairperson is. Section 6.5 applies accordingly. 4.5 Procedure in the event of a tie Pursuant to section 4.2, decisions of the Committee are taken by a qualified majority of 67% / in unanimity. Procedures in the event of a tie do not apply. 5. Meetings 5.1 Frequency Meetings shall be held on a quarterly basis. Ordinary meetings may be cancelled by the Chairperson with prior notice of at least 3 days and may be cancelled on shorter notice in case the quorum as defined in section 4.1 has not been reached. For internal use only Page 6 of 17 version 4 I CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0028788 CONFIDENTIAL SDNY_GM_00174972 EFTA01343854