EFTA01343885

Deutsche Bank 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 Members8 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 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 8 Calculation to be based on the number of positions represented. If a Voting Member represents several positions relevant to fulfil the Committees mandate in accordance with sections 2.1 and 2.2. each position has one vote, unless stated differently. For internal use only Page 6 of 17 Verson 51 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0028835 CONFIDENTIAL SDNY_GM_00175019 EFTA01343885