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1Pursuant to the German Investment Firm Act evidence must be provided to the German 2Federal Financial Supervisory Authority (BaFin) and to the Deutsche Bundesbank that any 3member of the Executive Board is reliable and has adequate professional suitability and 4sufficient time availability to exercise the respective task before the member is appointed 5(Section 67 (2) number 1 of the Securities Institutions Act). 6Pursuant to Section 62 (2) of the Securities Institutions Act, BaFin can demand that members 7of the Executive Board are dismissed and prohibit them from carrying out their activities if 8such members are not reliable or do not have the professional suitability to manage the 9company or do not commit sufficient time to the performance of their functions. In addition, 10BaFin can require the dismissal of members of the Executive Board and prohibit them from 11carrying out their activities if such members have intentionally or recklessly contravened the 12provisions of the Securities Institutions Act, the regulations issued to support its 13implementation or orders issued by BaFin, and if they persist in such behaviour despite 14having been duly cautioned by BaFin.15Rules Governing the Amendment of the Articles of Association16Any amendment of the Articles of Association of DWS KGaA requires a resolution of the 17General Meeting of the company pursuant to Section 179 of the German Stock Corporation 18Act (AktG). Pursuant to the Articles of Association of DWS KGaA, the resolutions of the 19General Meeting are taken by a simple majority of votes and, in so far as a majority of capital 20stock is required, by a simple majority of capital stock, except where law or the Articles of 21Association determine otherwise (Section 25 (1)). Resolutions passed in the General Meeting 22require the approval of the General Partner where they involve matters which, in the case of a 23limited partnership, require the authorization of the personally liable partners. This includes 24resolutions on the amendment of the Articles of Association. To the extent that the 25resolutions of the General Meeting are subject to the consent of the General Partner, the 26General Partner shall declare at the General Meeting whether consent to the resolutions will 27be given or will be refused (Section 25 (3)). The authority to amend the Articles of Association 28in so far as such amendments merely relate to the wording has been assigned to the 29Supervisory Board (Section 25 (4)). 30Amendments to the Articles of Association become effective upon their entry in the 31Commercial Register pursuant to Section 181 (3) of the German Stock Corporation Act (AktG).32Powers of the General Partner to Issue or Buy Back Shares33On 9 June 2022 the General Meeting of DWS KGaA approved the creation of two authorized 34capitals in the total amount of € 80 million:35The General Partner is authorized to increase the share capital of the company on or before 8 36June 2025 once or more than once, by up to a total of € 20 million – through the issuance of 37new shares against cash payment or contribution in kind (“Authorized Capital 2022/I”). 38Shareholders are to be granted pre-emptive rights, but the General Partner is authorized to 39except broken amounts from shareholders’ pre-emptive rights. The General Partner is also 40authorized to exclude pre-emptive rights if the capital increase against contribution in kind is 41carried out in order to acquire companies or shareholdings in companies. Finally, the General 42Partner is authorized to exclude the pre-emptive rights if the issue price of the new shares is 43not significantly lower than the quoted price of the shares already listed at the time of the 44final determination of the issue price and the total shares issued since the authorization in 45accordance with Section 186 (3) Sentence 4 of the German Stock Corporation Act (AktG) do 46not exceed 10% of the share capital at the time the authorization becomes effective – or if the 47value is lower – at the time the authorization is utilized. Decisions of the General Partner to 48utilize the Authorized Capital 2022/I and to exclude pre-emptive rights require the approval of 49the Supervisory Board. The new shares may also be taken up by banks specified by the 50General Partner with the obligation to offer them to shareholders (indirect pre-emptive right). 51Further details are governed by Section 4 of the Articles of Association.52The General Partner is authorized to increase the share capital of the company on or before 8 53June 2025 once or more than once, by up to a total of € 60 million through the issuance of 54new shares against cash payment (“Authorized Capital 2022/II”). Shareholders are to be 55granted pre-emptive rights, but the General Partner is authorized to except broken amounts 56from shareholders’ pre-emptive rights. Decisions of the General Partner to utilize the 57Authorized Capital 2022/II and to exclude pre-emptive rights require the approval of the 58Supervisory Board. The new shares may also be taken up by certain banks specified by the 59General Partner with the obligation to offer them to the shareholders (indirect pre-emptive 60right). Further details are governed by Section 4 of the Articles of Association.61By resolution of the Annual General Meeting of 5 June 2019 the General Partner is authorized 62to purchase, on or before 31 May 2024, its own shares in a total volume of up to 5% of the 63share capital at the time the resolution is taken or – if the value is lower – of the share capital 64at the time this authorization is exercised. Together with its own shares acquired for other 65reasons and which are from time to time in the company’s possession or attributable to the 66company pursuant to Section 71a et. seq. of the German Stock Corporation Act (AktG), the 67own shares purchased on the basis of this authorization may not at any time exceed 10% of 68the company’s respectively applicable share capital. The own shares may be bought through 69the stock exchange or by means of a public purchase offer to all shareholders. The 70authorization provides for certain thresholds by defining a minimum and maximum 71consideration for the acquisition of a treasury share. The countervalue for the purchase of 72shares (excluding ancillary purchase costs) through the stock exchange may not be more than 73        74To our Shareholders Summarised 75Management Report76Consolidated 77Financial Statements Compensation Report Corporate Govern-78ance Statement79Supplementary 80Information DWS 2023 Annual Report81 82Complementary Information8370 Information pursuant to Sections 289a and 315a of the German Commercial Code and Explanatory Report