UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)
Under the Securities Exchange Act of 1934
DEUTSCHE BANK
AKTIENGESELLSCHAFT
(Name of Issuer)
Ordinary shares, no par value
(Title of Class of Securities)
D1T769565
(CUSIP Number)
Laetitia Muir
1 Vine Street
London,
W1J 0AH United Kingdom
+44 207 925 8700
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 14, 2019
(Date of Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e),
13d-1(f)
or
13d-1(g),
check the following box. ☐
Note
: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See §
240.13d-7
for other parties to whom copies are to be sent.
*
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The remainder of this cover page shall be filled out for a reporting persons initial filing on this form
with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities
Exchange Act of 1934 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
Page 1 of 22
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
C-QUADRAT Special
Situations Dedicated Fund
|
2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
WC, BK
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
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7
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SOLE VOTING POWER
105,508,769 Ordinary Shares
|
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8
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SHARED VOTING POWER
0
|
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9
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|
SOLE DISPOSITIVE POWER
105,508,769 Ordinary Shares
|
|
10
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SHARED DISPOSITIVE POWER
0
|
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|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,508,769 Ordinary Shares
|
12
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|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.1% of Ordinary
Shares*
|
14
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TYPE OF REPORTING
PERSON
OO
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*
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The Reporting Person is the direct beneficial owner of approximately 5.1% of the outstanding Ordinary Shares of
Deutsche Bank Aktiengesellschaft (
Deutsche Bank
). See Item 5. The calculated percentages are based on 2,064,900,000 Ordinary Shares issued and outstanding of Deutsche Bank as of September 30, 2018 as reported in the
Report of Foreign Private Issuer on Form
6-K
filed by Deutsche Bank with the Securities and Exchange Commission on October 24, 2018.
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Page 2 of 22
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
C-QUADRAT Asset
Management (Cayman)
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
AF
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5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Cayman
Islands
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
105,508,769 Ordinary Shares
|
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8
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SHARED VOTING POWER
0
|
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9
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SOLE DISPOSITIVE POWER
105,508,769 Ordinary Shares
|
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10
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SHARED DISPOSITIVE POWER
0
|
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|
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,508,769 Ordinary Shares
|
12
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
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13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.1% of Ordinary
Shares*
|
14
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TYPE OF REPORTING
PERSON
OO
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*
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The Reporting Person is the indirect beneficial owner of approximately 5.1% of the outstanding Ordinary Shares
of Deutsche Bank. See Item 5. The calculated percentages are based on 2,064,900,000 Ordinary Shares issued and outstanding of Deutsche Bank as of September 30, 2018 as reported in the Report of Foreign Private Issuer on Form
6-K
filed by Deutsche Bank with the Securities and Exchange Commission on October 24, 2018.
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Page 3 of 22
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
C-QUADRAT (Suisse)
SA*
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2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
AF
|
5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Switzerland
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
105,508,769 Ordinary Shares
|
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8
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SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
105,508,769 Ordinary Shares
|
|
10
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SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,508,769 Ordinary Shares
|
12
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.1% of Ordinary
Shares**
|
14
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TYPE OF REPORTING
PERSON
CO
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*
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Formerly known as BCM & Partners SA.
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**
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The Reporting Person is the indirect beneficial owner of approximately 5.1% of the outstanding Ordinary Shares
of Deutsche Bank. See Item 5. The calculated percentages are based on 2,064,900,000 Ordinary Shares issued and outstanding of Deutsche Bank as of September 30, 2018 as reported in the Report of Foreign Private Issuer on Form
6-K
filed by Deutsche Bank with the Securities and Exchange Commission on October 24, 2018.
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Page 4 of 22
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
C-QUADRAT Asset
Management (UK) LLP
|
2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
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SEC USE ONLY
|
4
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SOURCE OF FUNDS
AF
|
5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
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6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
Kingdom
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
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SOLE VOTING POWER
105,508,769 Ordinary Shares
|
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8
|
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SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
105,508,769 Ordinary Shares
|
|
10
|
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SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
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|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,508,769 Ordinary Shares
|
12
|
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CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.1% of Ordinary
Shares*
|
14
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TYPE OF REPORTING
PERSON
PN
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*
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The Reporting Person is the indirect beneficial owner of approximately 5.1% of the outstanding Ordinary Shares
of Deutsche Bank. See Item 5. The calculated percentages are based on 2,064,900,000 Ordinary Shares issued and outstanding of Deutsche Bank as of September 30, 2018 as reported in the Report of Foreign Private Issuer on Form
6-K
filed by Deutsche Bank with the Securities and Exchange Commission on October 24, 2018.
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Page 5 of 22
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
C-QUADRAT UK
Ltd.
|
2
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CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
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SEC USE ONLY
|
4
|
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SOURCE OF FUNDS
AF
|
5
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CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
United
Kingdom
|
|
|
|
|
|
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|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
105,508,769 Ordinary Shares
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
105,508,769 Ordinary Shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
11
|
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,508,769 Ordinary Shares
|
12
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.1% of Ordinary
Shares*
|
14
|
|
TYPE OF REPORTING
PERSON
OO
|
*
|
The Reporting Person is the indirect beneficial owner of approximately 5.1% of the outstanding Ordinary Shares
of Deutsche Bank. See Item 5. The calculated percentages are based on 2,064,900,000 Ordinary Shares issued and outstanding of Deutsche Bank as of September 30, 2018 as reported in the Report of Foreign Private Issuer on Form
6-K
filed by Deutsche Bank with the Securities and Exchange Commission on October 24, 2018.
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Page 6 of 22
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
C-QUADRAT
Luxembourg SA
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
|
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SEC USE ONLY
|
4
|
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SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6
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CITIZENSHIP OR PLACE OF
ORGANIZATION
Luxembourg
|
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|
|
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
105,508,769 Ordinary Shares
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
105,508,769 Ordinary Shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,508,769 Ordinary Shares
|
12
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.1% of Ordinary
Shares*
|
14
|
|
TYPE OF REPORTING
PERSON
CO
|
*
|
The Reporting Person is the indirect beneficial owner of approximately 5.1% of the outstanding Ordinary Shares
of Deutsche Bank. See Item 5. The calculated percentages are based on 2,064,900,000 Ordinary Shares issued and outstanding of Deutsche Bank as of September 30, 2018 as reported in the Report of Foreign Private Issuer on Form
6-K
filed by Deutsche Bank with the Securities and Exchange Commission on October 24, 2018.
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Page 7 of 22
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
C-QUADRAT
Investment AG
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Austria
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
105,508,769 Ordinary Shares
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
105,508,769 Ordinary Shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,508,769 Ordinary Shares
|
12
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.1% of Ordinary
Shares*
|
14
|
|
TYPE OF REPORTING
PERSON
CO
|
*
|
The Reporting Person is the indirect beneficial owner of approximately 5.1% of the outstanding Ordinary Shares
of Deutsche Bank. See Item 5. The calculated percentages are based on 2,064,900,000 Ordinary Shares issued and outstanding of Deutsche Bank as of September 30, 2018 as reported in the Report of Foreign Private Issuer on Form
6-K
filed by Deutsche Bank with the Securities and Exchange Commission on October 24, 2018.
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Page 8 of 22
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1
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NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cubic (London)
Limited
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
England and
Wales
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
105,508,769 Ordinary Shares
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
105,508,769 Ordinary Shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,508,769 Ordinary Shares
|
12
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.1% of Ordinary
Shares*
|
14
|
|
TYPE OF REPORTING
PERSON
CO
|
*
|
The Reporting Person is the indirect beneficial owner of approximately 5.1% of the outstanding Ordinary Shares
of Deutsche Bank. See Item 5. The calculated percentages are based on 2,064,900,000 Ordinary Shares issued and outstanding of Deutsche Bank as of September 30, 2018 as reported in the Report of Foreign Private Issuer on Form
6-K
filed by Deutsche Bank with the Securities and Exchange Commission on October 24, 2018.
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Page 9 of 22
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1
|
|
NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HNA Group
(International) Asset Management Company Limited
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Hong
Kong
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
105,508,769 Ordinary Shares
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
105,508,769 Ordinary Shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,508,769 Ordinary Shares
|
12
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.1% of Ordinary
Shares*
|
14
|
|
TYPE OF REPORTING
PERSON
OO
|
*
|
The Reporting Person is the indirect beneficial owner of approximately 5.1% of the outstanding Ordinary Shares
of Deutsche Bank. See Item 5. The calculated percentages are based on 2,064,900,000 Ordinary Shares issued and outstanding of Deutsche Bank as of September 30, 2018 as reported in the Report of Foreign Private Issuer on Form
6-K
filed by Deutsche Bank with the Securities and Exchange Commission on October 24, 2018.
|
Page 10 of 22
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|
|
|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HNA Group
(International) Company Limited
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
Hong
Kong
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
105,508,769 Ordinary Shares
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
105,508,769 Ordinary Shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,508,769 Ordinary Shares
|
12
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.1% of Ordinary
Shares*
|
14
|
|
TYPE OF REPORTING
PERSON
OO
|
*
|
The Reporting Person is the indirect beneficial owner of approximately 5.1% of the outstanding Ordinary Shares
of Deutsche Bank. See Item 5. The calculated percentages are based on 2,064,900,000 Ordinary Shares issued and outstanding of Deutsche Bank as of September 30, 2018 as reported in the Report of Foreign Private Issuer on Form
6-K
filed by Deutsche Bank with the Securities and Exchange Commission on October 24, 2018.
|
Page 11 of 22
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|
|
|
|
1
|
|
NAME OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HNA Group Co.
Ltd.
|
2
|
|
CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP
(a) ☐ (b) ☐
|
3
|
|
SEC USE ONLY
|
4
|
|
SOURCE OF FUNDS
AF
|
5
|
|
CHECK BOX IF DISCLOSURE OF
LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
☐
|
6
|
|
CITIZENSHIP OR PLACE OF
ORGANIZATION
China
|
|
|
|
|
|
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
|
7
|
|
SOLE VOTING POWER
105,508,769 Ordinary Shares
|
|
8
|
|
SHARED VOTING POWER
0
|
|
9
|
|
SOLE DISPOSITIVE POWER
105,508,769 Ordinary Shares
|
|
10
|
|
SHARED DISPOSITIVE POWER
0
|
|
|
|
|
|
|
|
11
|
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
105,508,769 Ordinary Shares
|
12
|
|
CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
|
13
|
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
5.1% of Ordinary
Shares*
|
14
|
|
TYPE OF REPORTING
PERSON
OO
|
*
|
The Reporting Person is the indirect beneficial owner of approximately 5.1% of the outstanding Ordinary Shares
of Deutsche Bank. See Item 5. The calculated percentages are based on 2,064,900,000 Ordinary Shares issued and outstanding of Deutsche Bank as of September 30, 2018 as reported in the Report of Foreign Private Issuer on Form
6-K
filed by Deutsche Bank with the Securities and Exchange Commission on October 24, 2018.
|
Page 12 of 22
Amendment No. 7 to Schedule 13D
This Amendment No. 7 (this
Amendment
) to the Schedule 13D filed with the U.S. Securities and Exchange Commission (the
SEC
) on May 2, 2017, as amended by Amendment No. 1 filed with the SEC on May 23, 2017, Amendment No. 2 filed with the SEC on December 21, 2017, Amendment No. 3 filed with the SEC on
February 15, 2018, Amendment No. 4 filed with the SEC on April 20, 2018, Amendment No. 5 filed with the SEC on April 26, 2018 and Amendment No. 6 filed with the SEC on February 15, 2019 (collectively, the
Schedule 13D
) is being filed on behalf of the Reporting Persons, as defined in the Schedule 13D and corresponding to the signatories hereto, relating to the Ordinary Shares, no par value (the
Ordinary Shares
) of Deutsche Bank Aktiengesellschaft (
Deutsche Bank
) held for the account of
C-QUADRAT
Special Situations Dedicated Fund. Any capitalized
terms used but otherwise undefined in this Amendment shall have the meaning given such term in the Schedule 13D.
Annex A of the Schedule 13D is hereby
amended and restated to read as set forth in
Annex A
hereto.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is amended and restated as follows:
(a)
|
This Schedule 13D is being filed on behalf of each of the following persons (each, a
Reporting
Person
and, collectively, the
Reporting Persons
):
|
(i)
C-QUADRAT
Special Situations Dedicated Fund (
C-QUADRAT
), a Cayman Islands limited liability company;
(ii)
C-QUADRAT
Asset Management (Cayman) (
C-QAM
(Cayman)
), a Cayman Islands limited liability company;
(iii)
C-QUADRAT
(Suisse) SA
(f/k/a BCM & Partners SA), a Swiss société anonyme;
(iv)
C-QUADRAT
Asset
Management (UK) LLP (
C-QAM
(UK)
), a United Kingdom limited liability partnership;
(v)
C-QUADRAT
UK Ltd., a United Kingdom limited company;
(vi)
C-QUADRAT
Luxembourg SA, a Luxembourg société anonyme;
(vii)
C-QUADRAT
Investment AG
(
C-QIAG
), an Austrian joint stock company;
(viii) Cubic (London) Limited
(
Cubic
), a United Kingdom limited company;
(ix) HNA Group (International) Asset Management Company Limited
(
HNA AMCL
), a Hong Kong limited liability company;
(x) HNA Group (International) Company Limited, a Hong Kong
limited liability company (
HNA CL
); and
(xi) HNA Group Co. Ltd. (
HNA Group
), a Chinese
limited liability company.
The Schedule 13D relates to the Ordinary Shares held for the account of
C-QUADRAT.
See
Item 5.
Page 13 of 22
(b)
|
C-QUADRATs
principal address is: c/o Intertrust Corporate
Services (Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman
KY1-9005,
Cayman Islands.
|
C-QAM
(Cayman)s business address and principal office is: c/o Intertrust Corporate Services
(Cayman) Limited, 190 Elgin Avenue, George Town, Grand Cayman
KY1-9005,
Cayman Islands.
C-QUADRAT
(Suisse) SAs business address and principal office is: Rue du Général Dufour 12, 1204 Genève, Switzerland.
C-QAM
(UK)s business address and principal office is: 1 Vine Street, London, W1J 0AH, United
Kingdom.
C-QUADRAT
UK Ltd.s business address and principal office is: 1 Vine Street, London,
W1J 0AH, United Kingdom.
C-QUADRAT
Luxembourg SAs business address and principal office is:
4, Rue Albert Borschette,
L-1246
Luxembourg.
C-QIAGs
business address and principal office is: Schottenfeldgasse 20A, 1070 Vienna, Austria.
Cubics business address and principal office
is: 44 Southampton Buildings, London, WC2A 1AP, United Kingdom.
HNA AMCLs business address and principal office is: Suite
3701-09,
37/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.
HNA CLs
business address and principal office is: Suite
3701-09,
37/F, Two International Finance Centre, 8 Finance Street, Central, Hong Kong.
HNA Groups business address and principal office is: Floor 25, HNA Building, No.7 Guoxing Avenue, Meilan District, Haikou City, Hainan
Province, China.
(c)
|
The principal business of
C-QUADRAT
is acting as an investment fund
inter alia
organized for the purpose of acquiring shares of Deutsche Bank.
C-QUADRAT
is part of the
C-QUADRAT
Group, which is managed by
C-QIAG,
an international investment manager.
|
HNA AMCL holds a controlling interest in
C-QIAG
through HNA AMCLs controlling ownership in Cubic. HNA AMCL is a holding company that is controlled by HNA CL, which acts as an investment and management platform for HNA CLs parent, HNA Group. HNA
Group is a conglomerate encompassing core divisions of aviation & tourism, capital, technology and logistics. The remaining Reporting Persons are holding companies.
In addition,
C-QAM
(UK), a
sub-investment
manager of
C-QUADRAT,
has the authority to vote and dispose of the Ordinary Shares held by
C-QUADRAT.
Similarly,
C-QAM
(Cayman), the holder of
100% of the voting rights of
C-QUADRAT,
has the ability to terminate the contracts between
C-QUADRAT
and
C-QAM
(UK) and retain
control of the vote and disposition of the Ordinary Shares held by
C-QUADRAT.
The business address
of each person identified in
Annex A
is the address of the applicable Reporting Person.
Page 14 of 22
(d)/(e)
|
During the past five years, none of the Reporting Persons and, to the best of the Reporting Persons
knowledge, no other person identified in response to this Item 2, including those persons identified in
Annex A
, has been (a) convicted in a criminal proceeding or (b) a party to any civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or
finding any violation with respect to such laws.
|
(i)
C-QUADRAT,
a limited liability company incorporated under the laws of the Cayman Islands;
(ii)
C-QAM
(Cayman), a limited liability company incorporated under the laws of the Cayman Islands;
(iii)
C-QUADRAT
(Suisse) SA, a société anonyme incorporated under the laws of
Switzerland;
(iv)
C-QAM
(UK), a Limited Liability Partnership incorporated under the laws of the
United Kingdom;
(v)
C-QUADRAT
UK Ltd., a limited company incorporated under the laws of the United
Kingdom;
(vi)
C-QUADRAT
Luxembourg SA, a Société anonyme incorporated under the laws
of Luxembourg;
(vii)
C-QIAG,
a joint stock company incorporated under the laws of Austria;
(viii) Cubic, a private limited liability company incorporated under the laws of the United Kingdom;
(ix) HNA AMCL, a limited liability company incorporated under the laws of Hong Kong;
(x) HNA CL, a limited liability company incorporated under the laws of Hong Kong; and
(xi) HNA Group, a limited liability company incorporated under the laws of China.
Item 3. Source and Amount of Funds or Other Consideration.
The first sentence of Item 3 of the Schedule 13D is amended and restated to read as follows:
The aggregate purchase price for the Ordinary Shares reported in Item 5 was approximately 1,710,977,121 including brokerage commissions, financing costs
and other broker expenses.
Page 15 of 22
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is amended and restated to read as follows:
(a)
C-QUADRAT
is the direct beneficial owner of 105,508,769 Ordinary Shares, representing approximately 5.1% of
Deutsche Banks outstanding Ordinary Shares. In addition, each Reporting Person other than
C-QUADRAT
may be deemed the indirect beneficial owner of such Ordinary Shares, as set forth in the Items 11 and
13 and the footnotes thereto of applicable cover pages of this Amendment, which are incorporated herein by reference. The calculated percentages are based on the 2,064,900,000 Ordinary Shares issued and outstanding as of September 30, 2018 as
reported in the Report of Foreign Private Issuer on Form
6-K
filed by Deutsche Bank with the SEC on October 24, 2018.
To the best of the Reporting Persons knowledge, none of the persons listed in
Annex A
holds any Ordinary Shares (other than as described in this
Item 5). Neither the filing of this Schedule 13D nor any of its contents will be deemed to constitute an admission that any of the Reporting Persons is the beneficial owner of any shares of Deutsche Bank for the purposes of Section 13(d) of the
Securities Exchange Act of 1934, as amended, or for any other purposes, and such beneficial ownership is expressly disclaimed.
(b) Each Reporting Person
possesses sole beneficial ownership over the Ordinary Shares. Each Reporting Person has the shared or sole authority to direct the voting and disposition of Ordinary Shares as set forth in Items
7-10
and the
footnotes thereto of the cover pages to this Amendment, which are incorporated herein by reference. As described in Item 5(d) below, BL Capital Holdings Limited (BVI) (
BL Capital
) is an investor in
C-QUADRAT,
and
C-QUADRAT
permits withdrawals, which may be settled
in-cash
or
in-kind.
(c) No acquisitions were made in the last 60 days. The following dispositions were made in the last 60 days:
|
|
|
|
|
|
|
|
|
Date
|
|
Quantity
|
|
Price, EUR
(Including
Commissions,
if any)
|
|
Fund Conducting
Transaction
|
|
Location of
Transaction
|
March 4, 2019
March 5, 2019
March 6, 2019
|
|
2,183,890
2,183,890
2,183,890
|
|
16.70 per share (Put Strike Price)
|
|
C-QUADRAT
|
|
Physical settlement of tranches
of first series of collar transactions entered into on April 28, 2017 (as amended on May 8, 2018, June 11, 2018 and July 13,
2018) and reported in Item 6.
|
|
|
|
|
|
March 11, 2019
March 12, 2019
March 13, 2019
March 14, 2019
March 15, 2019
|
|
1,674,086
1,674,086
1,674,086
1,674,086
4,185,216
|
|
16.70 per share (Put Strike Price)
|
|
C-QUADRAT
|
|
Physical settlement of tranches
of second series of collar transactions entered into on April 28, 2017 (as amended on May 8, 2018 and June 11, 2018) and reported
in Item 6.
|
|
|
|
|
|
March 11, 2019
March 12, 2019
March 13, 2019
March 14, 2019
|
|
2,000,000
2,000,000
2,000,000
2,000,000
|
|
11.44566 per share (Put Strike Price)
|
|
C-QUADRAT
|
|
Physical settlement of tranches
of series of collar transactions entered into on February 13, 2018 and reported in Item 6.
|
Page 16 of 22
(d) BL Capital through its investment in
C-QUADRAT,
has the right to
receive dividends and/or proceeds from the sales of the Ordinary Shares held by
C-QUADRAT.
(e) Not applicable.
Item 7. Material to be Filed as Exhibits
|
|
|
Exhibit
|
|
Description
|
|
|
99.1
|
|
Joint Filing Agreement
|
Page 17 of 22
SIGNATURES
After
reasonable inquiry and to the best of his or her knowledge and belief, each of the undersigned certifies that the information in this Amendment is true, complete and correct.
Date: March 14, 2019
|
|
|
C-QUADRAT
SPECIAL SITUATIONS DEDICATED FUND
|
|
|
|
|
|
By:
|
|
Alexander Smith, Director
|
|
|
|
|
|
By:
|
|
/s/ Laetitia Muir
|
Name:
|
|
Laetitia Muir
|
Title:
|
|
Attorney-in-Fact*
|
|
C-QUADRAT
ASSET MANAGEMENT (CAYMAN)
|
|
|
|
|
|
By:
|
|
Walter Stresemann, Director
|
|
|
|
|
|
By:
|
|
/s/ Laetitia Muir
|
Name:
|
|
Laetitia Muir
|
Title:
|
|
Attorney-in-Fact*
|
|
C-QUADRAT
(SUISSE) SA
|
|
|
|
|
|
By:
|
|
/s/ Laetitia Muir
|
Name:
|
|
Laetitia Muir
|
Title:
|
|
Attorney-in-Fact*
|
|
|
|
|
|
By:
|
|
Walter Stresemann, Director
|
|
|
|
|
|
By:
|
|
/s/ Laetitia Muir
|
Name:
|
|
Laetitia Muir
|
Title:
|
|
Attorney-in-Fact*
|
Page 18 of 22
|
|
|
C-QUADRAT
ASSET MANAGEMENT (UK) LLP
|
|
|
By:
|
|
/s/ Laetitia Muir
|
Name:
|
|
Laetitia Muir
|
Title:
|
|
General Counsel, CCO & MLRO
|
|
C-QUADRAT
UK LTD.
|
|
|
|
|
|
By:
|
|
Cristobal Mendez de Vigo, Director
|
|
|
|
|
|
By:
|
|
/s/ Laetitia Muir
|
Name:
|
|
Laetitia Muir
|
Title:
|
|
Attorney-in-Fact*
|
|
C-QUADRAT
LUXEMBOURG SA
|
|
|
|
|
|
By:
|
|
Carlos Mendez de Vigo, Director
|
|
|
|
|
|
By:
|
|
/s/ Laetitia Muir
|
Name:
|
|
Laetitia Muir
|
Title:
|
|
Attorney-in-Fact*
|
|
|
|
|
|
By:
|
|
Filippo Campailla, Director
|
|
|
|
|
|
By:
|
|
/s/ Laetitia Muir
|
Name:
|
|
Laetitia Muir
|
Title:
|
|
Attorney-in-Fact*
|
|
C-QUADRAT
INVESTMENT AG
|
|
|
|
|
|
By:
|
|
Cristobal Mendez de Vigo, Director
|
|
|
|
|
|
By:
|
|
/s/ Laetitia Muir
|
Name:
|
|
Laetitia Muir
|
Title:
|
|
Attorney-in-Fact*
|
Page 19 of 22
|
|
|
By:
|
|
Carlos Mendez de Vigo, Authorized Representative
|
|
|
|
|
|
By:
|
|
/s/ Laetitia Muir
|
Name:
|
|
Laetitia Muir
|
Title:
|
|
Attorney-in-Fact*
|
|
CUBIC (LONDON) LIMITED
|
|
|
|
|
|
By:
|
|
Alvaro De Salinas Harnden, Director
|
|
|
|
|
|
By:
|
|
/s/ Laetitia Muir
|
Name:
|
|
Laetitia Muir
|
Title:
|
|
Attorney-in-Fact*
|
|
|
|
|
|
By:
|
|
Carlo Michienzi,
Non-Executive
Chairman
|
|
|
|
|
|
By:
|
|
/s/ Laetitia Muir
|
Name:
|
|
Laetitia Muir
|
Title:
|
|
Attorney-in-Fact*
|
Page 20 of 22
|
|
|
HNA GROUP (INTERNATIONAL) ASSET MANAGEMENT COMPANY LIMITED
|
|
|
By:
|
|
/s/ Chao Chen
|
Name:
|
|
Chao Chen
|
Title:
|
|
Director
|
|
HNA GROUP (INTERNATIONAL) COMPANY LIMITED
|
|
|
By:
|
|
/s/ Chao Chen
|
Name:
|
|
Chao Chen
|
Title:
|
|
Director
|
|
HNA GROUP CO. LTD.
|
|
|
By:
|
|
/s/ Chao Chen
|
Name:
|
|
Chao Chen
|
Title:
|
|
Attorney-in-Fact**
|
*
|
See Power of Attorney attached to Amendment No. 4 as Exhibit 99.2.
|
**
|
See Power of Attorney for the HNA Entities to Amendment No. 6 as Exhibit 99.3.
|
Page 21 of 22
Annex A
(PERSONS THAT MAY EXERCISE CONTROL OVER ORDINARY SHARES)
|
|
|
Reporting Person
|
|
Directors
|
C-QUADRAT
Special Situations Dedicated Fund
|
|
Fabio Michienzi
Alexander Smith
Neil Gray
|
|
|
C-QUADRAT
Asset Management (Cayman)
|
|
Walter Stresemann
|
|
|
C-QUADRAT
(Suisse) SA
|
|
Fabio Michienzi
Walter Stresemann
Nurith Cohen
|
|
|
C-QUADRAT
UK Ltd.
|
|
Cristobal Mendez de Vigo
|
|
|
C-QUADRAT
Luxembourg SA
|
|
Antoine Meynial
Massimo Raschella
Carlos Mendez de Vigo
Filippo Campailla
|
|
|
C-QUADRAT
Investment AG
|
|
Carlos Mendez de Vigo
Gerd Alexander
Schütz
Cristobal Mendez de Vigo
|
|
|
Cubic (London) Limited
|
|
Carlo Michienzi
Li Neng
(Non-Executive
Director)
Alvaro de Salinas Harnden
|
|
|
HNA Group (International) Asset Management Company Limited
|
|
Chen Chao
Li Neng
Wu Jinfeng
|
|
|
HNA Group (International) Company Limited
|
|
Chen Feng
Tan Xiangdong
Chen Xiaofeng
Chen Chao
Zhang Ling
|
|
|
HNA Group Co. Ltd.
|
|
Chen Feng
Li Xianhua
Tan Xiangdong
Chen Xiaofeng
Chen Wenli
Zhang Ling
Huang Qijun
Tong Fu
Bao Qifa
|
Page 22 of 22
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