Statement of reasons

This notice, which comes into force on the day after its notification in the Gazette and expires on 30 September 2014, exempts the directors of Deutsche Bank Aktiengesellschaft (DB) from various provisions of the Financial Reporting Act 1993 (the Act).

The effect of the exemptions is to provide relief to the directors of DB from the preparation, content, auditing, and filing requirements of the Act. These exemptions are granted on the condition that DB prepares and publicly files financial statements that it is required to prepare under the financial reporting requirements of Germany.

The Securities Commission (the Commission) considers that it is appropriate to grant the exemptions because—

• the effect of the exemptions is to allow DB to provide the financial statements that it is required to prepare under the laws of Germany. The principal differences in financial statements provided in reliance on the exemptions are as follows:

  • the directors will prepare and register specified financial statements, but these statements will not contain DB's non-consolidated financial statements:

  • the consolidated financial statements will comply with International Financial Reporting Standards as adopted by the European Union and with International Financial Reporting Standards issued by the International Accounting Standards Board (rather than New Zealand's financial reporting standards):

  • the consolidated financial statements will be audited in accordance with the requirements set out in Germany's legislation and the auditor's report will provide the information required by Germany's legislation instead of the Act:

• the Commission has had regard to the German financial reporting and audit requirements that must be complied with by DB:

• DB is required by the laws of Germany to publish audited financial statements prepared in accordance with International Financial Reporting Standards as adopted by the European Union. As of 1 January 2007, for financial reports published after that date, New Zealand has also moved to a regime based on International Financial Reporting Standards as its generally accepted accounting practice:

• the Commission is satisfied that the consolidated financial statements required to be prepared under German law provide sufficient information to avoid any detriment to investors:

• the exemption addresses the particular difficulties experienced by DB due to it issuing securities in New Zealand. The exemption is not broader than is reasonably necessary to address these difficulties, and still requires that financial statements be filed in New Zealand.