On 18 June 1923, DVB was established by several banks and industrial companies via the issue of a Memorandum and Articles of Association. The purpose of the Bank was to introduce a bankable practice for handling the freight payments and fee settlements of Deutsche Reichsbahn (German State Railway) in Germany. More background details on our corporate history are available in the DVB History.

The Bank employed 577 staff at its twelve office locations worldwide as at
30 June 2010, of which 63% worked in the Transport Finance/Investment Management business, and 37% in central Group functions, service units, and in the Treasury.

DVB maintains a global presence, operating out of offices in Frankfurt/Main, Hamburg, London, Cardiff, Rotterdam, Bergen and Oslo, Piraeus, Zurich, Singapore, Tokyo, New York and Curaçao.

Prior to 1997, DVB was a small and barely profitable commercial bank with operations confined to Germany – yet it offered a wide range of services comprising diverse products such as the settlement of freight fees and bureaux de change, providing central bank services to cooperative 'Sparda' banks and payment services to corporate customers, alongside trading activities in the securities, money and foreign exchange markets as well as in foreign notes and coins and precious metals.

In 1997 DVB embarked upon a successful transformation into a commercial bank with an exclusive focus on international transport markets. Within the scope of this realignment, and up until the end of 2003, DVB withdrew from businesses that were no longer in line with its strategy. During the same period, the Bank expanded its core Transport Finance expertise: today, DVB is a leading specialist and renowned niche player in the international Transport Finance business. The Bank provides its international clients with integrated financial and consulting services in the Shipping, Aviation, and Land Transport sectors.

Key facts and figures on DVB’s business model are available in the Factbook/Presentation.

On 11 June 2008, the Annual General Meeting of DVB Bank AG passed a resolution on the merger of the Bank’s Dutch subsidiary DVB Bank N.V. into DVB Bank AG, together with a change of the legal form of DVB Bank AG from a public limited company according to German law (Aktiengesellschaft) to a European public limited-liability company (Societas Europaea or SE). The merger and the change of the legal form were recorded in the Commercial Register on 1 October 2008, with retrospective effect from 1 January 2008.

This change has brought about an even more transparent and efficient structure for the Group (including streamlined internal processes and regulatory requirements), whilst the change in legal form reflects the Bank’s global market presence, as well as the international and multicultural composition of DVB’s staff.

German public limited companies are obliged by law to operate a management system comprising two governing bodies. In contrast, for a European public limited-liability company, the law provides for an option to choose between a single-tier or a two-tier system. When changing its legal form from a German public limited company to an SE, DVB opted to retain the two-tier system. The structural aspects are set out in the Bank’s Memorandum and Articles of Association: in addition to the General Meeting, the company has two executive bodies – one managing the business (the Board of Managing Directors) and one supervising the management (the Supervisory Board). More details on the management system

The structure of the remuneration of the Board of Managing Directors of DVB Bank SE is based on the Internal Regulations for the Executive Committee of the Supervisory Board, which in turn has been adopted by the Supervisory Board.

Accordingly, the total remuneration of the Board of Managing Directors comprises both fixed and variable components.

The fixed component includes:

• monetary compensation elements, plus
• pension awards (including additions to provisions for pensions); and
• other benefits (grants for company cars that may also be used for private purposes, or monetary bonuses instead of a company car; rent subsidies; as well as insurance policies and employer contributions to foreign social security schemes).

The variable compensation component consists of two parts.

• The bonus payments paid to members of the Board of Managing Directors are determined on the basis of agreements on operational targets. These target agreements are entered into between the Executive Committee and the relevant Director for each business year. The amount of the bonus depends on the extent to which the targets were achieved. One half of the targets refers to the achievement of objective criteria, such as the RoE and CIR for the relevant business year, and the other half refers to the individual performance of each member of the Board of Managing Directors.
  
• In addition, the Members of the Board of Managing Directors have participated in DVB’s Long-Term Incentive Plan (LTI) since 2008. The LTI scheme involves determining a target bonus for every participant. Payment of this bonus is contingent upon the company’s performance in 2010, measured in terms of economic value added (EVA), and the DVB Group's pre-tax results. The performance targets for 2010 were already defined in 2008. The target bonus – which is capped at 250% of the target amount – will be paid in 2011, provided the performance target determined in the LTI is reached or exceeded in 2010. No LTI bonus will be paid at all if the performance targets are missed.

More information (particularly regarding the amounts paid to the entire Board of Managing Directors under the individual remuneration components) is available on page 101 of the Group Annual Report 2009 (available under Financial Reports).

The German Act on the Disclosure of Remuneration of Management Board Members (VorstOG), which came into force on 3 August 2005, requires that listed companies such as DVB Bank SE disclose the remuneration of each individual member of the Board of Managing Directors, identifiable by name, in annual and consolidated financial statements for business years beginning after 31 December 2005. According to the VorstOG, however, the Annual General Meeting may pass a resolution exempting the reporting entity from disclosing remuneration on a personalised level for a period of five years, provided that such resolution is approved by 75% of the share capital represented at the meeting.

DVB Bank SE made use of this option with the resolution adopted at the Annual General Meeting [of DVB Bank AG] on 30 June 2006, as described in item 9 of the agenda. Accordingly, disclosure of information in the annual and consolidated financial statements of DVB, as required in section 285 sentence 1 no. 9 a sentences 5-9 of the German Commercial Code (HGB) and section 314 (1) no. 6 a sentences 5-9 of the HGB, is not required for a period of five years (financial statements 2006 to 2011).

The remuneration of Supervisory Board members is specified in Article 19 of the Memorandum and Articles of Association: members of the Supervisory Board will each receive an annual remuneration of €20,000. The Chairman of the Supervisory Board receives €30,000 per annum, whilst the members of the Credit Committee each receive an additional annual remuneration of €10,000.

Total remuneration expenses paid by DVB Bank SE for members of the Supervisory Board amounted to approx. €225,000 in the 2009 business year.

More information (particularly regarding the amounts paid to individual members of the Supervisory Board) is available on page 102 of the Group Annual Report 2009 (available under Financial Reports).

An overview of DVB's key financial indicators as at 31 December 2009 is available in the Fact sheet. If you are looking for more detailed information, please refer to our annual and interim financial reports: the Publications/Financial Reports – Archive section contains all of our financial reports published since 2000.

The financial figures as of 30 September 2010 will be published in the Interim Management Statement during the 2. half of 2010. It will be made available on 12 November 2010 under Publications/Financial Reports.

Additional publication dates are provided in our Financial calendar.

You can use the order form on the right-hand side of this page to order single PDF copies of all publications, or the printed version of our Group Annual Report. Alternatively, you may subscribe to obtain copies on a regular basis. If you prefer ordering by phone, please contact Ms Silvia Sanchez Gonzalez on +49 69 97 50-43 28.

PDF versions of all financial reports are also available for download in the Publications/Financial Reports Archive section.

DVB shares were first listed at the Frankfurt and Berlin Stock Exchanges on
6 April 1988, in the form of bearer shares with a nominal value of DM50 each.

DVB’s Annual General Meeting on 24 June 1999 resolved to redenominate the Bank’s issued share capital to euro, and to convert the then existing shares with a nominal value into notional no-par value shares (Stückaktien). Accordingly, each share with a nominal value of DM50 was converted into a no-par value share. The corresponding amendments to the Articles of Association were recorded in the Commercial Register on 10 August 1999, and the listing was changed with effect from 1 November 1999.

The Board of Managing Directors decided in February 2008 to undertake measures to have a total of eight historical certificates declared null and void. These certificates dated back to the years 1988 and 1993, when they were issued as par-value shares denominated in DM under the former company names "Deutsche Verkehrs-Kredit-Bank AG" and "Deutsche Verkehrs-Bank AG". Having fulfilled all formal legal requirements, the one historical certificate that was not redeemed was declared null and void by the Board of Managing Directors. Since 9 June 2008, all DVB Bank SE shares have been issued under one global share certificate that is recorded with Clearstream.

The subsequent Annual General Meeting of DVB Bank SE on 11 June 2008 passed a resolution on a 10-for-1 share split. The market value of each DVB share on the Frankfurt Stock Exchange was reduced by a factor of ten, whilst the total number of shares increased by the same factor. The corresponding adjustments in shareholders' securities accounts were carried out on 15 August 2008. DVB shares have been traded 'ex split' on the stock exchange since
18 August 2008.

More background information on DVB shares is available in the Share history section.

DVB shares are listed on the Regulated Market (General Standard) of the Frankfurt Stock Exchange. They are included in the Open Market at the Stuttgart and Dusseldorf Stock Exchanges. Additionally, the shares are traded on Xetra, the electronic trading platform of Deutsche Börse AG.

WKN: 804550

ISIN: DE0008045501

DVB’s issued share capital has amounted to €118,791,945.12 since August 2008, divided into 46,467,370 no-par value bearer shares.

The interactive chart in the DVB share section displays current and historical price data, in conjunction with specific events (such as dividend payments, or the share split), and compared to selected reference indices.

DZ BANK AG (formerly: DG BANK AG) acquired a 50.1% majority stake in 1995, becoming DVB’s major shareholder. DZ BANK subsequently acquired the stakes held by other major shareholders (Deutsche Bahn AG, KRAVAG Holding AG, 'Sparda' banks) between 2000 and 2003 and currently holds 95.45% of DVB’s issued share capital. The remaining 4.55% is being held in free float. More information on the develop-ment of DVB’s shareholder structure since 2000 is available under DVB share/Shareholder structure.

DVB’s issued share capital was increased in June 2008, by issuing 664,000 new no-par value bearer shares. The gross issue proceeds of €149.4 million strengthened the liable capital, and supported the growth of the Bank’s financing business.

Within the scope of a previous capital increase in October 2005, DVB had issued 850,000 new no-par value bearer shares, raising gross issue proceeds of €105.4 million. The objectives of this capital increase were to realise further growth potential, and to stabilise the Bank's capital ratios in accordance with Basel I.

For details, please refer to the DVB share/Own funds section.

The next Annual General Meeting will take place on 9 June 2011, once again at the Hermann Josef Abs Saal, Junghofstrasse 11 in Frankfurt/Main.

As a shareholder, your custodian bank will automatically send you an invitation to the Annual General Meeting. You can register as soon as you receive this invitation.

You may authorise a voting proxy designated by DVB to exercise your voting right, by way of written instructions. Alternatively, you may exercise your voting right by authorising another proxy, for example, your custodian bank, a shareholders’ association, or another institution or person representing shareholders in accordance with section 135 of the German Public Limited Companies Act.

We provide a form for granting a proxy. Further information about the way of eletronic communications in order to transmit the proof of proxy authorisation (pursuant to section 134 (3) sentence 4 of the AktG), as well as the options for granting a proxy to third parties or granting a proxy and giving instructions to the voting proxies appointed by the Company via electronic communications, using the Company's internet-based proxy system, is available on our "General Meeting" webpage in the "Proxy form and electronic communications of proxy granting" section.

Please also refer to your AGM invitation (pages 16 to 18) for more details on voting by proxy.

96.53% of DVB’s voting share capital was represented at the last Annual General Meeting.

DVB distributed €0.60 for each no-par value share entitled to dividends for the 2009 business year. The distribution was made on 10 June 2010, the day following the Annual General Meeting.

DVB’s dividend distribution history is available in the DVB share/Facts and figures section.

Dividends resolved by a General Meeting will be paid on the first business day after the respective Annual General Meeting, unless specified otherwise in the relevant resolution. The Annual General Meeting 2011 will be held on 9 June 2011. Accordingly, the next dividend payment date is expected on 10 June 2011.

DVB’s main paying agent will pay dividends by bank transfer to shareholders’ account with their respective custodian bank.

DVB endeavours to distribute dividends for each business year, generally in line with distributions for the preceding business years. However, the Company’s ability to pay a dividend in future years will depend on the amount of net retained profit available for distribution. DVB cannot make any prediction regarding the amount of net retained profit (if any) for future periods. Hence, the Bank cannot guarantee any dividend payments for future business years. Also, dividends distributed for previous years are no indication for dividends to be paid in the future.

DVB uses a wide range of financial instruments for funding its business – including promissory note loans and long-term deposits, short-term deposits (by clients and other banks), short- to medium-term bearer bonds, silent partnership contributions, and tier 3 capital. For more detailed information, please refer to the “Refinancing” and “Treasury” chapters in the Group Annual Reports.

Details on DVB's programmes for issuing bearer bonds - the Debt Issuance Programme for medium-term bonds, and the Commercial Paper Programme for short-term issues - are available in the Capital Market Activities section of our website.

DVB placed a €75 million profit-participation certificate issue (ISIN DE0008045543) in March 2000. The term of this profit-participation certificate ended on 31 December 2009; the issue was repaid on 1 July 2010, the day of the last distribution.

The authorisation to issue further profit-particiapation certificates is valid until 29 June 2011.

DVB issued €57.5 million in subordinated bonds (ISIN DE0002437522) in September 2001, to secure its long-term funding. In accordance with section 5 (1) of the Terms and Conditions, these debt securities will be due for repayment on 17 August 2011. More details are available in the Prospectus (in German only), which is available in the Capital Market Activities section.

The rating agencies Moody's Investors Service (Moody's) and Standard & Poor’s (S&P) have covered DVB on an ongoing basis since 1999. Their current ratings are as follows:

• Moody’s: A1/P-1/D+, with negative outlook (September 2009)
• S&P: A/A-1 with negative outlook (January 2009)

The Ratings section provides extensive information on the development of DVB’s bank ratings, including details on previous rating changes and research reports.