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EANS-General Meeting: DAB bank AG / Announcement convening the general meeting

Geschrieben am 06-04-2010


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General meeting information transmitted by euro adhoc. The issuer is
responsible for the content of this announcement.
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DAB Bank AG
Munich
WKN 507 230
ISIN DE0005072300

Dear shareholder:

You are hereby invited to attend the Annual General Meeting of DAB
bank AG, with its registered head office in Munich, to be held on
Thursday, May 20, 2010, at 10:00 a.m. in the Festsaal of Paulaner am
Nockherberg, Hochstraße 77, 81541 Munich.

AGENDA

Agenda Item 1 Presentation of the officially adopted separate
financial statements of DAB bank AG and the approved consolidated
financial statements of the Group, the management reports for DAB
bank AG and the Group and the Report of the Supervisory Board for DAB
bank AG and the Group and the explanatory report of the Management
Board on the disclosures according to Sections 289 (4), 315 (4) of
the German Commercial Code, for fiscal year 2009.

No resolution will be adopted under Agenda Item 1. The Supervisory
Board has already approved the separate financial statements of the
parent company and the consolidated financial statements of the
Group. In accordance with the provisions of law, therefore, no
resolution needs to be adopted in this respect.

Agenda Item 2 Resolution on the approval of the compensation system
for Management Board members

The Appropriateness of Management Board Compensation Act (VorstAG),
which entered into effect on August 5, 2009, allows the option of
having the Annual General Meeting adopt a resolution on the approval
of the compensation system for Management Board members. The company
wishes to avail itself of this option.

The subject of the resolution is the compensation system currently in
effect at DAB Bank AG, which formed the basis for setting the
Management Board compensation in fiscal year 2009. The compensation
system is presented in the Compensation Report, which is part of the
Annual Report 2009. This Annual Report can be found on the Internet
at http://www.dab-bank.de/servicenavigation/investor-relations/hauptv
ersammlung.html (which can be reached via www.dab-bank.de > Investor
Relations > Annual General Meetings) and can be inspected at the
registered head office of DAB Bank AG, Landsberger Str. 300, 80687
Munich. The Annual report 2009 will also be sent to shareholders upon
request. Furthermore, the Annual Report will be available at the
Annual General Meeting and will be explained there as well.

The Supervisory Board and Management Board propose that the
compensation system for Management Board members be approved.

Agenda Item 3 Resolution on the utilization of the unappropriated net
profit of DAB bank AG to distribute a dividend

The Supervisory Board and the Management Board propose that the
unappropriated net profit of DAB bank AG for the past fiscal year
2009 in the amount of EUR22,556,102.10 be used to distribute a
dividend of EUR 0.30 per qualifying share and that the dividend
accruing to treasury shares be carried forward to new account.

Distribution of a dividend to shareholders: EUR 0.30 EUR
22,556,102.10

Carried forward to new account
EUR 0.00

The profit utilization proposal includes the shares held by the
company, directly or indirectly, at December 31, 2009, which do not
qualify for dividends according to Section 71 b AktG. In the time
until the Annual General Meeting, the number of shares qualifying for
dividends may decrease or increase, if other treasury shares would be
sold or purchased in that time. In such a case, an adjusted profit
utilization proposal will be submitted to the Annual General Meeting,
with no change to the proposed distribution of EUR 0.30 per
qualifying bearer share.

Agenda Item 4 Resolution on the ratification of the actions of
Management Board members

The Supervisory Board and the Management Board propose that the
actions taken in fiscal year 2009 by the members who served on the
Management Board in fiscal year 2009 be ratified.

Agenda Item 5 Resolution on the ratification of the actions of
Supervisory Board members

The Supervisory Board and the Management Board propose that the
actions taken in fiscal year 2009 by the members who served on the
Supervisory Board in fiscal year 2009 be ratified.

Agenda Item 6 Resolution on the appointment of the auditor of the
parent company´s separate financial statements and the consolidated
financial statements of the Group and the auditor for the auditor´s
review of the semi-annual financial report

At the recommendation of its Audit Committee, the Supervisory Board
proposes that

a)KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be appointed as
the independent auditor of the separate financial statements of the
parent company and the consolidated financial statements of the Group
for fiscal year 2010;

b)KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, also be appointed,
by way of precaution, as the independent auditor for the auditor´s
review of the interim financial statements for the first six months
of fiscal year 2010.

Agenda Item 7 Resolution on the authorization to purchase the
company´s own shares for trading purposes

The company was authorized by resolution of the Annual General
Meeting of May 14, 2009 to purchase the company´s own shares pursuant
to Section 71 (1) (7) of the German Stock Corporations Act ("AktG")
in the time until October 31, 2010. Because the prior authorization
will expire before the Annual General Meeting in 2011, the
Supervisory Board and Management Board propose, in accordance with
Section 71 (1) (7) AktG, that the following resolution be adopted:

The company is authorized to buy and sell the company´s own shares
for trading purposes in accordance with Section 71 (1) (7) AktG. The
purchase prices (excluding transaction costs) shall not be higher or
lower by more than 10% than the average stock exchange prices of the
DAB bank AG share on the three days preceding the purchase in the
closing auction of the XETRA trading system (or comparable successor
system ) of the Frankfurt Stock Exchange. The total holdings of
shares purchased for this purpose shall not exceed 5% of the share
capital of DAB bank AG at the end of any day. The authorization
granted for this purpose shall expire - without need of an express
annulment - at the time when a new authorization to purchase the
company´s own shares pursuant to Section 71 (1) (7) AktG takes
effect; independently of the foregoing, the authorization granted
herein shall expire in any case no later than May 19, 2015. This
authorization shall supersede the authorization to purchase the
company´s own shares for trading purposes that was granted at the
Annual General Meeting of May 14, 2009 under Agenda Item 6, which is
hereby annulled.

Agenda Item 8 Resolution on the authorization to purchase the
company´s own shares for other purposes and to sell the company´s own
shares under exclusion of the subscription right

The company was authorized by resolution of the Annual General
Meeting of May 14, 2009 to purchase the company´s own shares pursuant
to Section 71 (1) (8) AktG in the time until October 31, 2010.
Because the prior authorization will expire before the Annual General
Meeting in 2011 the Supervisory Board and Management Board propose,
in accordance with Section 71 (1) (8) AktG, that the following
resolution be adopted:

a) The company is authorized to purchase the company´s own shares in
the amount of up to 10% of the share capital for other purposes than
trading. The purchase may be effected on the stock exchange or by
means of a public purchase offer directed to all the shareholders. -
In the event of a purchase on the stock exchange, the purchase price
(excluding transaction costs) shall not be higher or lower by more
than 10% than the average stock exchange prices of the DAB bank AG
share in the three stock exchange days preceding the purchase in the
closing auction of the XETRA trading system (or comparable successor
system) of the Frankfurt Stock Exchange. - In the event of a public
purchase offer, the offer price shall not be higher or lower by more
than 10% than the DAB bank AG share (excluding transaction costs) in
the XETRA trading system on the third stock exchange day prior to the
date of the public announcement of the offer. If the offer is
oversubscribed, subscriptions shall be accepted on a quota basis.
Moreover, a preferential acceptance of smaller subscriptions of up to
100 shares by the shareholders to whom the offer was made can be
provided.

The authorization can be exercised all at once or in partial amounts,
and for one or more purposes.

The treasury shares purchased on the basis of an authorization
pursuant to Section 71 (1) (7) and (8) AktG, together with other
treasury shares which the company will have already purchased and
will still hold, may not exceed 10% of the share capital of the
company.

b) The shares purchased on the basis of this authorization can be
sold by another manner than on the stock exchange or through an offer
to all the shareholders if the purchased treasury shares are sold at
a price that is no more than 5% less than the average closing price
of the shares of the company having the same features quoted in the
XETRA trading system (or comparable successor system) on the last
five trading days preceding the date of constitution of the
obligation to sell the company shares (excluding transaction costs).
In this case, the number of shares to be sold, together with the new
shares to be issued on the basis of an authorization to conduct a
capital increase under exclusion of the subscription right pursuant
to Section 186 (3) (4) AktG, may not exceed the limit of 10% of the
company´s share capital.

To this extent, the subscription right of the shareholders to these
new treasury shares is excluded.

c) Furthermore, the Management Board is authorized to sell the
purchased shares also off the stock exchange or through an offer to
all shareholders if such sale is for the purpose of acquiring
companies or equity investments in companies.

To this extent, the subscription right of the shareholders to these
treasury shares is excluded.

The foregoing authorizations under b) to c) to sell treasury shares
also off the stock exchange can be exercised all at once, or in
parts, on one or more occasions, individually or together.

d) The Management Board is also authorized, with the consent of the
Supervisory Board, to retire all or some of the treasury shares
purchased in accordance with a) above without further resolutions of
the Annual General Meeting.

e) The authorization so granted shall expire - without need of an
express annulment - when a new authorization to purchase the
company´s own shares pursuant to Section 71 (1) (8) AktG takes
effect; independently thereof , the authorization granted herein
shall expire in any case no later than May 19, 2015. This
authorization supersedes the authorization to purchase the company´s
own shares for other purposes granted by the Annual General Meeting
of May 14, 2008 under Agenda Item 7, which is hereby annulled. The
authorizations granted under a) to d) above shall also apply to the
use of treasury shares that will have been purchased on the basis of
earlier authorization resolutions pursuant to Section 71 (1) (8)
AktG.

Agenda Item 9
Resolution on the election of one member to the Supervisory Board

In accordance with Article 9 (1) of the Articles of Incorporation of
our company, the Supervisory Board is composed of six members. In
accordance with Sections 96 (1) 4th Alternative, 101 (1) AktG in
conjunction with Sections 1 (1) (1), 4 (1) of the One Third Employee
Representation Act ("DrittelbG"), the Supervisory Board is composed
of shareholder representatives at the rate of two thirds and of
employee representatives at the rate of one third.

The Supervisory Board member Mr. Jan Wohlschiess, who was elected at
the Annual General Meeting of May 8, 2008, has resigned his seat,
effective at the close of the Annual General Meeting of May 20, 2010.

The Supervisory Board proposes to the Annual General Meeting that

Mr. Peter Buschbeck, Neuberg, Management Board member of UniCredit
Bank AG, Munich, and member of the Management Committee of UniCredit
S.p.A., Rome, Italy, as Head of Retail Germany & Austria, be elected
to the Supervisory Board to serve out the remaining term of Mr. Jan
Wohlschiess, which is to say, until the close of the Annual General
Meeting that will resolve on the ratification of the actions of the
Supervisory Board for fiscal year 2012.

The Annual General Meeting is not bound by the election proposals.

The proposed representative concurrently serves on legally mandated
Supervisory Boards and comparable boards in Germany and abroad, of
the following companies:

Mr. Peter Buschbeck serves on the following other legally mandated
Supervisory Boards of German companies: • Bankhaus Neelmeyer AG,
Bremen, Chairman of the Supervisory Board*) • PlanetHome AG,
Unterföhring, Vice Chairman of the Supervisory Board*) • UniCredit
Direct Services GmbH, Munich, Chairman of the Supervisory Board*)

Mr. Peter Buschbeck serves on comparable boards in Germany and abroad
of the following business enterprises: • Wealth Management Capital
Holding GmbH, Munich, member of the Board of Directors*)

*) These are Group mandates of UniCredit S.p.A., Rome, Italy.

Note: The Supervisory Board member Mr. Gunter Ernst is independent
and possesses relevant expertise in the areas of financial accounting
or the auditing of financial statements within the meaning of Section
100 (5) AktG.

Agenda Item 10 Resolution on the amendment of the Articles of
Incorporation to reflect the Shareholder Rights Directive
Transposition Act

The Shareholder Rights Directive Transposition Act (ARUG) entailed
amendments to the Stock Corporations Act relative to the exercise of
shareholder rights in the Annual General Meeting, the time periods
and deadlines allowed and the form of powers of attorney to be
granted for that purpose. Furthermore, the Stock Corporations Act now
also allows the letter option and the option of electronic
participation in the Annual General Meeting. Decision-making
authority concerning these options shall be delegated to the
Management Board. The provisions of the Articles of Incorporation
concerning the transmittal of the Annual General Meeting, the
registration deadline and the procedure for powers of attorney are to
be amended to reflect the new legal status.

Therefore, the Supervisory Board and Management Board propose that
the following resolutions be adopted:

a) Article 15 para. (3) of the Articles of Incorporation shall be
reworded as follows:

"The Annual General Meeting shall be convened at least 30 days prior
to the meeting date, not counting the date of convocation and the
date of the Annual General Meeting. The meeting notice period shall
be extended by the number of days in the registration period
according to Article 16 para. (1) of the Articles of Incorporation."

b) Article 16 para. (1) of the Articles of Incorporation shall be
reworded as follows:

"Only those shareholders whose registration and proof of
shareholdings will have been received at the address indicated in the
convocation at least six days prior to the Annual General Meeting
shall be eligible to participate in the Annual General Meeting and
exercise their voting rights. The Management Board shall be
authorized to set a shorter time period in the invitation to the
Annual General Meeting. To the extent not otherwise provided by law
and announced by the Management Board in the invitation to the Annual
General Meeting, registration must be effected in text form and must
be composed in the German or English language."

c) Article 16 para. (2) of the Articles of Incorporation shall be
reworded as follows:

"The proof of shareholdings shall be provided by means of a
confirmation composed in text form in the German or English languages
by the depositary institution or an entity indicated in the
convocation. The proof must refer to the start of the 21st day prior
to the Annual General Meeting. The Management Board shall be
authorized to set a shorter time period in the convocation."

d) Article 16 para. (4) shall be inserted as a new provision as
follows:

"Voting rights may be exercised by authorized representatives. The
granting and revocation of the power of attorney and the proof of
authorization to the company must be effected in text form. The
details concerning the granting and revocation of powers of attorney
and the proof of authorization to the company shall be announced
along with the convocation of the Annual General Meeting, in which a
simplified option may also be allowed. Section 135 of the Stock
Corporations Act remains unaffected."

e) Article 16 para. (5) shall be inserted as a new provision as
follows:

"The Management Board shall be authorized to allow the complete or
partial video and/or audio transmittal of the Annual General Meeting
in a form to be defined more precisely by the Management Board. The
transmittal may also be effected in a form to which the public has
unrestricted access."

f) Article 16 para. (6) of the Articles of Incorporation shall be
inserted as a new provision as follows:

"The Management Board shall be authorized to stipulate that
shareholders can participate in the Annual General Meeting also
without being physically present at the meeting and without having
appointed an authorized representative and can exercise all or some
of their rights completely or partially by means of electronic
communications (online participation). The Management Board shall
also be authorized to make determinations concerning the extent and
procedure of participation and the exercise of rights according to
Sentence 1. Such determinations shall be announced along with the
convocation of the Annual General Meeting."

g) Article 16 para. (7) of the Articles of Incorporation shall be
inserted as a new provision, as follows:

"The Management Board shall be authorized to stipulate that
shareholders can cast their votes in writing without being physically
present at the Annual General Meeting or participating by means of
electronic communications (letter option). The Management Board shall
be authorized to make determinations concerning the extent and
procedure of participation and the exercise of rights according to
Sentence 1. Such determinations shall be announced along with the
convocation of the Annual General Meeting."

NOTES ON THE MEETING AGENDA

The separate financial statements of DAB bank AG at December 31, 2009
and the separate management report, as well as the consolidated
financial statements at December 31, 2009 and the Group management
report, and the Report of the Supervisory Board for fiscal year 2009,
the report on the disclosures according to Sections 289 (4), 315 (4)
of the German Commercial Code and the proposal of the Management
Board for the utilization of the unappropriated net profit, will be
available for inspection at the offices of DAB bank AG at Landsberger
Straße 300, 80687 Munich, from the date of convocation of the Annual
General Meeting, pursuant to Section 175 (2) AktG. The report of the
Management Board pursuant to Sections 71 (1) (8) (5) and 186 (4) AktG
will also be available for inspection at the offices of the company.
Upon request, every shareholder will be promptly provided with a copy
of these documents at no cost to them. These documents will also be
available for inspection at the Annual General Meeting.

TOTAL NUMBER OF SHARES AND VOTING RIGHTS AT THE DATE OF CONVOCATION

At the date of convocation of the Annual General Meeting, the share
capital of DAB bank AG was divided into 75,187,007 no-par shares,
each of which represents one vote and which together represent
75,187,007 votes.

PARTICIPATION IN THE ANNUAL GENERAL MEETING, AUTHORIZED
REPRESENTATIVES

To be eligible to participate in the Annual General Meeting and
exercise their voting rights, shareholders must register with the
company in text form (Section 126b BGB) in the German or the English
language, no later than the close of the seventh day prior to the
Annual General Meeting, which is May 13, 2010, and present proof of
their shareholdings. Shareholders may also register with their
depositary bank.

The proof of shareholding, composed in text form in the German or
English language (Section 126b BGB), must refer to the start of the
21st day prior to the Annual General Meeting, which is April 29, 2010
(midnight), and be accompanied by a confirmation of the depositary
bank, composed in text form in the German or English language
(Section 126b BGB).

The registration and proof of shareholding must be received by the
company no later than the end of May 13, 2010, at the following
address:

DAB Bank AG
c/o Computershare HV-Services AG
Prannerstraße 8
80333 Munich
Fax: +49 89 30903-74675
E-mail: anmeldestelle@computershare.de

It is recommended that shareholders submit their registration and
proof of shareholding to the company in a timely manner.

Upon receipt of the properly completed registration, the company will
mail admission tickets for the Annual General Meeting to the eligible
shareholders or their authorized representatives, where applicable.
The admission tickets serve the purpose of maintaining the attendance
list and will be exchanged for voting cards at the entrance to the
meeting. The admission tickets are to be understood as organizational
aids.

SIGNIFICANCE OF THE RECORD DATE

The record date is the crucial date that determines the extent and
exercise of participation and voting rights in the annual
shareholders' meeting. In relationship to the company, only those
persons who have provided proof of their shareholdings by the record
date are deemed to be shareholders for purposes of participating in
the annual shareholders' meeting and exercising their voting rights.
Changes in shareholdings after the record date are not relevant for
this purpose. Therefore, shareholders who purchased their shares only
after the record date are not eligible to participate in the annual
shareholders' meeting. Shareholders who have duly registered and
submitted proof of their shareholdings are eligible to participate in
the annual shareholders' meeting and exercise their voting rights
even if they sell their shares after the record date. The record date
has no effect on the transferability of the shares and is not
relevant for dividend purposes.

REPRESENTATION OF VOTING RIGHTS

Eligible shareholders who do not personally attend the Annual General
Meeting can have their rights, including their voting rights in
particular, exercised by an authorized representative such as a bank
or shareholders association. In that case, the authorized
representatives must register themselves or the shareholders must
register them in a timely manner. If no bank, shareholders
association or other institution or person considered equivalent to a
bank or shareholders association according to Section 135 AktG is to
be authorized, the authorization must be granted in text form. The
same applies for the proof of authorization to the company and any
revocation of the power of attorney. An authorization form will be
sent to the shareholders along with the admission ticket and also
when requested of the company.

Neither the law nor the company's Articles of Incorporation prescribe
a written form requirement for authorizing a bank, shareholders
association or other institution or person considered equivalent to a
bank or shareholders association according to Section 135 AktG. In
such cases, however, the institutions to be authorized may require a
particular form because they may be required to verifiably
demonstrate the authorization pursuant to Section 135 AktG.
Therefore, please consult with the bank, shareholders association or
other institution or person considered equivalent to a bank or
shareholders association according to Section 135 AktG concerning the
possible form of the authorization.

The proof of authorization must be provided either by the authorized
representative on the date of the Annual General Meeting or submitted
by way of declaration to the company at the following address:

DAB Bank AG
Annual General Meeting
Landsberger Straße 300
80687 Munich
Fax: +49 89 50068-33525
E-mail: hauptversammlung@dab.com

Eligible shareholders can also appoint representatives of the company
("voting representatives") to represent them in the voting according
to their instructions. The voting representatives will be obligated
to vote in accordance with your instructions and must be granted a
power of attorney and instructions for exercising your voting rights.
Barring express instructions regarding the individual items of the
agenda, the voting representatives will not exercise the
shareholder's voting rights. The powers of attorney and voting
instructions must be granted to the voting representatives in text
form. A form for granting the power of attorney and the voting
instructions will be sent to the shareholders along with the
admission ticket, and also when requested of the company. In such
cases, please return the power of attorney and instructions form by
mail to the following address:

DAB Bank AG
Annual General Meeting
Landsberger Straße 300
80687 Munich
Fax: +49 89 50068-33525
E-mail: hauptversammlung@dab.com

Only those instructions that are received by the company by no later
than 12:00 a.m. of May 18, 2010 or given to the voting
representatives appointed by the company at the Annual General
Meeting can be accepted. Please note, moreover, that the voting
representative may not participate in any procedural or substantive
motions that were not communicated by the company in advance of the
Annual General Meeting. Additional details regarding the voting
representatives are provided in the admission tickets to the Annual
General Meeting.

INQUIRIES, MOTIONS, ELECTION PROPOSALS, REQUESTS FOR INFORMATION

(Statement of shareholder rights pursuant to Sections 122 (2), 126
(1), 127, 131 (1) of the Stock Corporations Act (AktG)

Request for additional agenda items (Section 122 (2) AktG)

Shareholders whose shares together represent one twentieth of the
share capital or the proportional amount of EUR 500,000
(corresponding to 15,037,401 shares) may request that additional
items be placed on the agenda and announced to the shareholders. Each
such additional agenda item shall be accompanied by a justification
or draft resolution. The request must be directed in writing to the
Management Board of DAB Bank AG and must be received by the company
no later than 30 days prior to the meeting, thus before midnight of
April 19, 2010.

Requests for additional agenda items shall be considered only if the
requesting party will have proven that he or she has held the shares
meeting the minimum shareholding requirement for at least three
months prior to the date of the Annual General Meeting.

Any such requests must be sent to the following address:

DAB Bank AG
Annual General Meeting
Landsberger Straße 300
80687 Munich

If they would not have been announced already with the convocation,
additional agenda items to be announced to the shareholders shall be
announced in the Electronic Federal Gazette immediately upon receipt
of the request and forwarded for publication to such media about
which it can be assumed that they will disseminate the information
throughout the European Union. Such requests shall also be announced
and communicated to shareholders on the website http://www.dab-bank.d
e/servicenavigation/investor-relations/hauptversammlung.html (which
can be reached via www.dab-bank.de > Investor Relations > Annual
General Meetings).

Counter-motions and election proposals pursuant to Section 126 (1),
127 AktG

In addition, shareholders of the company may file counter-motions
against the proposals of the Management Board and/or Supervisory
Board on certain agenda items and election proposals. Counter-motions
must be accompanied by a justification. Counter-motions, election
proposals and other inquiries of shareholders regarding the Annual
General Meeting must be sent exclusively to the following address:

DAB Bank AG
Annual General Meeting
Landsberger Straße 300
80687 Munich
Fax: +49 89 50068-33525
E-Mail: hauptversammlung@dab.com

Counter-motions or election proposals sent to any other address shall
not be considered.

We will publish all counter-motions and election proposals of
shareholders to be published in accordance with Section 126 und
Section 127 AktG, which will have been received at the address
indicated above, along with the name of the shareholder and the
justification to be published immediately upon receipt, provided that
the applicant's shareholder status will have been proven, by no later
than May 5, 2010 (midnight), on the company's website at http://www.d
ab-bank.de/servicenavigation/investor-relations/hauptversammlung.html
(which can be reached via www.dab-bank.de > Investor Relations >
Annual General Meetings). Any management positions on such matters
shall also be published there.

Election proposals may not be published if the proposal does not
include the name, occupation and place of residence of the proposed
person, and in case of proposals for Supervisory Board members,
information on their service on other legally mandated supervisory
boards (Section 127 (3) in conjunction with Section 124 (3) and
Section 125 (1) (5) AktG).

Right to information pursuant to Section 131 (1) AktG

At the Annual General Meeting, every shareholder or shareholder
representative is entitled to request information from the Management
Board concerning the affairs of the company, the legal and business
relationships of the company, affiliated companies and the situation
of the Group and the companies included in the consolidated financial
statements, insofar as such information is required to make an
informed judgment of the subject matter of a given agenda item.

Shareholders who intend to pose questions at the Annual General
Meeting are asked to inform the company in advance of the Annual
General Meeting, if possible, so that the Management Board will have
an opportunity to prepare the answers.

Information on the company's website

Further-going information on shareholder rights pursuant to Section
122 (2), Section 126 (1), Section 131 (1) AktG and the information to
be made accessible pursuant to Section 124a AktG can be found at the
website http://www.dab-bank.de/servicenavigation/investor-relations/h
auptversammlung.html (which can be reached via www.dab-bank.de >
Investor Relations > Annual General Meetings). Furthermore, the
information and documents pursuant to Section 124a AktG, including
the Annual Report 2009, are also available at that website for
inspection and download. All information to be made accessible to the
Annual General Meeting by virtue of law will also be available at the
Annual General Meeting for inspection.

The convocation of the Annual General Meeting was published in the
Electronic Federal Gazette of April 6, 2010 and was forwarded for
publication to such media about which it can be assumed that they
will disseminate the information throughout the European Union.

Munich, in April 2010

DAB Bank AG
The Management Board

Report to the Annual General Meeting pursuant to Sections 71 (1) (8),
186 (4) AktG on Agenda Item 8 concerning the exclusion of the
subscription right in connection with the utilization of treasury
shares

The proposed authorization will enable the company to purchase the
company´s own shares pursuant to Section 71 (1) (8) AktG up to an
amount of 10% of the share capital of the company, either on the
stock exchange or by means of a public purchase offer, for purposes
other than trading. If such company shares are purchased by way of a
public purchase offer, every shareholder may decide how many shares
he would like to offer for sale. If the number of shares offered at
the established price exceeds the maximum number of shares requested
by the company, an allotment procedure will be carried out. In such a
case, it will be possible to provide for a preferential acceptance of
smaller offers or small parts of offers, up to a maximum of 100
shares. This possibility serves the purpose of avoiding fractional
amounts and small odd lots resulting from the application of the
quotas to be purchased, so as to facilitate the technical execution
of the transaction.

In the case of a purchase on the stock exchange, the terms of the
authorization provide that the purchase price (excluding transaction
costs) may not be higher or lower by more than 10% than the average
stock exchange prices of the shares of the company on the three stock
exchange days preceding the purchase in the closing auction of the
XETRA trading system (or comparable successor system). In the case of
a public purchase offer, the offered price may not be higher or lower
by more than 10% than the closing price on the third stock exchange
day prior to the date of announcement of the offer (excluding
transaction costs).

The treasury shares purchased by virtue of this authorization,
together with other treasury shares which the company will have
purchased and will still hold, may not exceed 10% of the share
capital of the company (excluding transaction costs). The treasury
shares purchased by the company can be sold again, either on the
stock exchange or by means of a public offer. Under both these
options, the right of shareholders to equal treatment, also in the
case of a sale, shall be upheld. The purchased shares can also be
retired without need of a further resolution by the Annual General
Meeting, thereby reducing the share capital of the company. In
addition, the terms of the proposed authorization also provide that
the purchased shares can be sold by other means than on the stock
exchange or through an offer to all the shareholders if the sale
price is not significantly lower than the stock exchange price of the
company´s shares at the time of the sale, so as to avoid a dilution
of the share price, by analogous application of Section 186 (3) (4)
AktG. Thus, the authorization allows only a discount of at most 5% on
the average value of the closing prices of the shares of the company
equipped with the same features in the XETRA trading system (or
comparable successor system) on the last five trading days preceding
the date of constitution of the obligation to sell the shares. This
provision is meant to allow the possibility of offering the shares to
institutional investors in Germany and abroad, for example. At the
same time, the authorization will enable the Management Board to
adjust the equity of the company quickly and flexibly to accommodate
business needs and take advantage of favorable conditions in the
stock market, while also preserving the rights of shareholders. In
accordance with the requirements of law, the total number of shares
issued under exclusion of the subscription right of the shareholders
pursuant to Section 186 (3) (4) AktG, including the existing
authorizations for Authorized Capital, may not exceed 10% of the
share capital of the company.

The proposed authorization will also enable the company to purchase
the company´s own shares for the purpose of using them as
consideration for the acquisition of companies or equity investments
in companies. In the current environment of international
competition, such forms of consideration are increasingly in demand.
The planned authorization will give the Management Board the
necessary leeway to respond quickly and flexibly to favorable offers
or other opportunities in the national and international market and
take advantage of opportunities to grow the company by acquiring
other companies or equity investments in companies in exchange for
shares in the company, in the interest of the company and its
shareholders.


end of announcement euro adhoc
--------------------------------------------------------------------------------


ots Originaltext: DAB bank AG
Im Internet recherchierbar: http://www.presseportal.de

Further inquiry note:

René Keller

Tel.: +49-89-50068-981

e-mail: rene.keller@dab.com

Branche: Banking
ISIN: DE0005072300
WKN: 507230
Index: CDAX, Prime All Share
Börsen: Frankfurt / regulated dealing/prime standard
Berlin / free trade
Hamburg / free trade
Stuttgart / free trade
Düsseldorf / free trade
München / free trade
Euronext Paris / regulated dealing


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