EFTA01343910

Deutsche Bank 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%.° 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. Altematively, 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. 8 If a Voting Member represents several positions relevant to fuffil the Committee's 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 16 Version 0 CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0028872 CONFIDENTIAL SDNY_GM_00175056 EFTA01343910