Form S-8 POS - Securities to be offered to employees in employee benefit plans, post-effective amendments
15 Dicembre 2023 - 9:15PM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on December 15, 2023
Registration
No. 333-223301
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO.1
TO
FORM
S-8
REGISTRATION
STATEMENT UNDER
THE SECURITIES ACT OF 1933
Deutsche
Bank Aktiengesellschaft
(Exact
Name of Registrant as Specified in Its Charter)
GERMANY
(State or Other Jurisdiction of
Incorporation or Organization) |
|
NOT
APPLICABLE
(I.R.S. Employer Identification Number) |
Taunusanlage
12
60325 Frankfurt am Main
Germany
011-49-69-910-00
(Address of Registrant’s Principal Executive Offices)
Deutsche
Bank Equity Plan
Deutsche Bank Key Retention Plan
Deutsche Bank Restricted Share Plan
Deutsche Bank Global Share Purchase Plan
(Full Title of the Plan)
DB
USA Corporation
1 Columbus Circle, 19th Floor
New York, New York 10019-8735
Attention: Office of the Secretary
(212) 250-2500
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)
with
copies to:
Legal
Department
Deutsche Bank Aktiengesellschaft
1 Columbus Circle, 19th Floor
New York, NY 10019-8735
(212) 250-2500 |
|
Legal
Department
Deutsche Bank Aktiengesellschaft
Taunusanlage 12
60325 Frankfurt am Main, Germany
011-49-69-910-00 |
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer |
☒ |
Accelerated filer |
☐ |
Non-accelerated filer |
☐ (Do not check if a smaller reporting
company) |
Smaller reporting company |
☐ |
|
|
Emerging growth company |
☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-8 (File No. 333-223301) (the “Registration Statement”)
of Deutsche Bank Aktiengesellschaft (the “Registrant”), which was filed with the U.S. Securities and Exchange Commission
on February 28, 2018. The Registration Statement registered 40,000,000 ordinary shares, no par value, of the Registrant’s stock
to be delivered pursuant to the Deutsche Bank Equity Plan; 15,000,000 ordinary shares, no par value, of the Registrant’s stock
to be delivered pursuant to the Deutsche Bank Key Retention Plan; 10,000,000 ordinary shares, no par value, of the Registrant’s
stock to be delivered pursuant to the Deutsche Bank Restricted Share Plan; and 1,000,000 ordinary shares, no par value, of the Registrant’s
stock to be offered and delivered pursuant to the Deutsche Bank Global Share Purchase Plan.
Prior
to the delivery of any ordinary shares under the Deutsche Bank Key Retention Plan, the condition to delivery failed to occur and thus
no delivery of ordinary shares was made thereunder. The purpose of this Post-Effective Amendment No. 1 is to amend the Registration Statement
to reflect that as a result of the foregoing the offering under the Deutsche Bank Key Retention Plan is hereby terminated and the 15,000,000
ordinary shares that were available for delivery under the Deutsche Bank Key Retention Plan will now be made available for deliveries
pursuant to the Deutsche Bank Equity Plan.
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed
on its behalf by the undersigned, thereunto duly authorized on the 15th day of December, 2023.
|
DEUTSCHE BANK
AKTIENGESELLSCHAFT |
|
|
By: |
/s/
CHRISTIAN SEWING |
|
|
|
Christian Sewing
|
|
|
|
Chief Executive Officer and Member of the Management Board
Frankfurt, Germany
|
|
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By: |
/s/
JAMES VON MOLTKE |
|
|
|
James von Moltke |
|
|
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President, Chief Financial Officer and Member of the Management Board
Frankfurt, Germany
|
The
Registrant and each person whose signature appears below constitutes and appoints each of Jonathan Blake, Thomas Rueckert, Joseph C.
Kopec and Mathias Otto, any two such individuals acting together, his, her or its true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him, her or it and in his, her, or its name, place and stead, in any and all
capacities, to sign and file any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and
to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, any two acting together, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he, she, or
it might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, any two acting
together, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This Power of Attorney may be executed
in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities indicated as of this 15th day of December, 2023.
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Signature |
|
Title |
|
|
/s/
CHRISTIAN SEWING
|
|
Chief
Executive Officer (Principal Executive Officer)
and
Chairman of the Management Board |
Christian
Sewing |
|
|
|
/s/
JAMES VON MOLTKE |
|
President,
Chief Financial Officer (Principal Financial Officer)
and Member of the Management Board |
James von
Moltke |
|
|
|
/s/
FABRIZIO CAMPELLI |
|
Member
of the Management Board |
Fabrizio
Campelli |
|
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/s/
BERND LEUKERT |
|
Member
of the Management Board |
Bernd Leukert |
|
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/s/
ALEXANDER VON ZUR MUEHLEN |
|
Member
of the Management Board |
Alexander
von zur Muehlen |
|
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/s/
CLAUDIO DE SANCTIS |
|
Member
of the Management Board |
Claudio
de Sanctis |
|
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/s/
REBECCA SHORT |
|
Member
of the Management Board |
Rebecca
Short |
|
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/s/
STEFAN SIMON |
|
Member
of the Management Board and
Authorized
Representative in the United States |
Stefan
Simon |
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/s/
OLIVIER VIGNERON |
|
Member
of the Management Board |
Olivier
Vigneron |
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/s/
ANDREA SCHRIBER |
|
Chief
Accounting Officer |
Andrea
Schriber |
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