Frequently Asked Questions
31 March 2013, of which 56% worked in the Transport Finance/
Investment Management business, 35% in service areas as well as 9% at our susidiary DVB Logpay.
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 Capital markets story > 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.
The remuneration structure of DVB Bank SE's Board of Managing Directors 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 a fixed and a variable component.
The fixed remuneration component comprises monetary remuneration components, pension commitments and special benefits; in 2012 it totalled €1,520,585.10 (2011: €1,508,474.79).
The variable remuneration component comprises a cash bonus, and potentially a bonus under DVB’s Long-Term Incentive Plan (LTI). The Board of Managing Directors received variable remuneration amounts totalling €635,199.00 during the 2012 business year, comprising cash bonus payments for the business years 2010 and 2011, plus a bonus under the LTI 2009 (for comparison: variable remuneration paid during the 2011 business year for the business years 2009 and 2010, and under the LTI 2008, totalled €1,345,000.00).
More information is available on page 7 to 9 of the Corporate Governance Statement/Corporate Governance Report 2012 (available under Corporate Governance > Reports).
The HGB requires companies to disclose personalised remuneration (and remuneration components) of members of the Board of Managing Directors in the financial statements and consolidated financial statements. Pursuant to sections 286 (5) and 314 (2) sentence 2 of the HGB, a company may waive such personalised disclosure of executive remuneration if the General Meeting adopts a resolution to that effect, with a qualified majority vote of no less than three-quarters of the share capital represented during the passing of the relevant resolution. By virtue of a resolution passed by the Annual General Meeting held on 9 June 2011 (agenda item no. 5), with the requisite majority of the share capital represented, DVB Bank SE has opted to waive the personalised disclosure of remuneration paid to members of the Board of Managing Directors for a period of five years.
The annual remuneration of Supervisory Board members is governed in Article 19 (1) and (2) of DVB Bank SE’s Memorandum and Articles of Association: the members of the Supervisory Board receive €20,000.00, the Chairman of the Supervisory Board receives €30,000.00, and the members of the Credit Committee receive an additional annual remuneration of €10,000.00 each.
Total remuneration expenses paid by DVB Bank SE for members of the Supervisory Board amounted to approximately €274,000 in the 2012 business year.
More information is available on page 9 to 10 of the Corporate Governance Statement/Corporate Governance Report 2012 (available under Corporate Governance > Reports).
You can use the order form on the right-hand side of this page to order single PDF copies of all publications. Alternatively, you may subscribe on a regular basis. If you prefer ordering by phone, please contact Ms Katrin Sammer on +49 69 9750 4156.
PDF versions of all financial reports are also available for download in the Publications > Financial Reports Archive section.
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.
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.
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) is available at General Meeting > Proxy form and electronic communications of proxy granting.
Please also refer to your AGM invitation (page 6 to 8) for more details on voting by proxy.
DVB uses a wide range of financial instruments for funding its business – including promissory note loans and long-term deposits, uncovered medium-term bearer bonds, a ship covered bond and short-term deposits (by clients and other banks). For more detailed information, please refer to the “Refinancing” and “Treasury” chapters in the Group Annual Reports.
Details on DVB's programme for issuing bearer bonds – the Debt Issuance Programme for medium-term bonds – and on DVB's ship covered bond are available in the Funding section of our website.
Currently, there is no authorisation to issue profit-participation certificates.
- S&P: A+/A-1 with stable outlook (December 2011)
- Fitch Ratings: A+/F1+ within the scope of the German Co-operative Financial Services Network's rating (since June 2012)
The Ratings section provides extensive information on the development of DVB’s bank ratings, including details on previous rating changes and research reports.
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