EANS-General Meeting: DVB Bank SE / Announcement convening the general meeting

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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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DVB Bank SE

Registered office: Frankfurt/Main
German Securities Code (WKN): 804 550
ISIN: DE0008045501

Invitation to the Ordinary Annual General Meeting
held on 13 June 2012

We hereby invite our shareholders to attend the Ordinary Annual
General Meeting held on Wednesday 13 June 2012, at 10:00 a.m. at the
Hermann Josef Abs Saal, Junghofstraße 11, 60311 Frankfurt/Main.

Agenda

* Presentation of the confirmed annual financial statements (in
accordance with the German Commercial Code - Handelsgesetzbuch, HGB)
and the management report of DVB Bank SE as at 31December2011,
including the explanatory report of the Board of Managing Directors
regarding the information under section 289(4) of the HGB as well as
the report of the Supervisory Board

Presentation of the approved consolidated financial statements (in
accordance with IFRS) and the summarised management report of the
Company and the Group for the 2011 business year including the
explanatory report of the Board of Managing Directors regarding the
information under section 315(4) of the HGB and the report of the
Supervisory Board

* Passing of a resolution on the appropriation of net retained profit
for the 2011 business year

* Passing of a resolution on the formal approval of the members of
the Board of Managing Directors for the 2011 business year

* Passing of a resolution on the formal approval of the members of
the Supervisory Board for the 2011 business year

* Passing of a resolution on the appointment of the external auditors
for the 2012 business year

Proposals for resolution

Re: Item 1 of the agenda:

Presentation of the confirmed annual financial statements (in
accordance with the German Commercial Code - Handelsgesetzbuch, HGB)
and the management report of DVB Bank SE as at 31 December 2011,
including the explanatory report of the Board of Managing Directors
regarding the information under section 289 (4) of the HGB as well as
the report of the Supervisory Board

Presentation of the approved consolidated financial statements (in
accordance with IFRS) and the summarised management report of the
Company and the Group for the 2011 business year including the
explanatory report of the Board of Managing Directors regarding the
information under section 315 (4) of the HGB and the report of the
Supervisory Board

In accordance with section172 of the German Public Limited Companies
Act (AktG), the Supervisory Board approved, on 6March 2012, the
annual financial statements prepared by the Board of Managing
Directors; the annual financial statements have thus been confirmed.
The Supervisory Board approved the consolidated financial statements
prepared by the Board of Managing Directors on 29March 2012. The
passing of a resolution on this agenda item 1 by the General Meeting
is therefore not required.

Said documents are available for download on the website http://www.d
vbbank.com/en/investor_relations/publications/financial_reports/index
.html. Shareholders may also request that these documents be
forwarded to them, free of charge and without delay. The above
documents will also be available at the General Meeting.

Re: Item 2 of the agenda:

Passing of a resolution on the appropriation of net retained profit
for the 2011 business year

The Board of Managing Directors and the Supervisory Board propose the
following resolution:

The net retained profit reported by DVB Bank SE for the 2011 business
year amounts to EUR27,880,422.00. Of this net retained profit,
EUR27,880,422.00 shall be used to pay a dividend of EUR0.60 per
no-par value share entitled to dividend payments. To the extent that
the Company holds treasury shares on the date of the Annual General
Meeting, that portion of the net retained profit that relates to any
such treasury shares shall be transferred to retained earnings.

Re: Item 3 of the agenda:
Passing of a resolution on the formal approval of the members of the
Board of Managing Directors for the 2011 business year

The Board of Managing Directors and the Supervisory Board propose
that formal approval be granted for the members of the Board of
Managing Directors for the 2011 business year.

Re: Item 4 of the agenda:

Passing of a resolution on the formal approval of the members of the
Supervisory Board for the 2011 business year

The Board of Managing Directors and the Supervisory Board propose
that formal approval be granted for the members of the Supervisory
Board for the 2011 business year.

Re: Item 5 of the agenda:

Passing of a resolution on the appointment of the external auditors
for the 2012 business year

The Supervisory Board proposes the following resolution:

Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, shall
be appointed as external auditors of both the annual financial
statements and the consolidated financial statements of DVB Bank SE
for the 2012 business year.

Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft, Stuttgart, shall
also be appointed as the auditors for any review of (i) condensed
financial statements and the interim management report (pursuant to
sections 37 w (5) and 37 y no. 2 of the German Securities Trading Act
(WpHG)) as at 30 June 2011, and (ii) interim consolidated financial
statements (pursuant to section 340 i (4) of the HGB) prepared prior
to the Ordinary Annual General Meeting held in 2012.

Further information on the Annual General Meeting

* Documents; Reference to the Company website

As from the date of convening the General Meeting, the documents to
be made available together with the contents of the notice convening
the Meeting, a proxy form and further information related to the
General Meeting, including explanations on shareholder rights
pursuant to sections 122 (2), 126 (1), 127 and 131 (1) of the AktG as
well as any requests for amendments to the agenda, or motions and
nominations submitted by shareholders which may need to be made
available, are accessible on the following website: http://www.dvbban
k.com/en/investor_relations/general_meeting/index.html. After the
General Meeting, the voting results will also be published on the
same website.

* Specification of the total number of shares and voting rights
pursuant to section 30 b (1) no. 1 of the WpHG

At the time of convening the General Meeting by publishing a notice
in the German Federal Gazette (Bundesanzeiger), a total of 46,467,370
no-par value bearer shares (Stückaktien) with 46,467,370 voting
rights were in issue.

Of the total number of shares issued, 357,459 are held by DVB Bank SE
as treasury shares at the time of convening the General Meeting. As
long as they are held by DVB Bank SE, treasury shares do not convey
any voting rights. Therefore, at the time of convening the General
Meeting, 46,109,911 shares were eligible to vote at the General
Meeting.

* Requirements for attendance to the General Meeting and the exercise
of voting rights (including the record date pursuant to section 123
(3) sentence 3 of the AktG and its meaning)

In accordance with Article 23 (1) of the Memorandum and Articles of
Association, only those shareholders who register for this purpose
prior to the General Meeting and provide the Company with evidence of
their shareholding are entitled to attend and to vote at the General
Meeting.

Evidence of shareholding must be provided by way of a confirmation in
text form (in accordance with section 126 b of the German Civil Code
(BGB)) which must be issued in German or English by the custodian
institution and must refer to the beginning of 23May2012 (00:00 hrs
CEST - the "record date").

Only those shareholders who have provided specific evidence of their
shareholding will be deemed a shareholder of the Company for the
purposes of attending the General Meeting and exercising their voting
rights. The Company shall be entitled to demand suitable additional
evidence in the case of doubt regarding the correctness or
authenticity of evidence submitted. Where no such evidence is
provided or evidence is not provided in an appropriate form, the
Company may reject the shareholder.

The right to attend the General Meeting and the number of voting
rights depend solely on the shareholding of the shareholder as at the
record date. However, this record date does not in any way restrict
the right of disposal of the shareholding. Even where the
shareholding is sold, in whole or in part, after the record date, the
right to attend the General Meeting and the number of voting rights
will be based solely on the shareholding of the relevant shareholder
as at the record date. This means that the disposal of shares after
the record date does not in any way affect the right to attend the
General Meeting or the number of voting rights. The same applies to
initial or further acquisitions of shares after the record date.
Persons who do not own shares at the record date and only become
shareholders of the Company after the record date may only attend and
vote at the General Meeting to the extent that they have been
authorised by the previous shareholder to act as a proxy holder or to
otherwise exercise shareholder rights. The record date has no
significance for the dividend entitlement.

Registration to attend the General Meeting and evidence of the
shareholding must be received by the Company no later than the end of
6 June 2012 (24:00 hrs CEST) at the following address:

DVB Bank SE
c/o dwpbank
Abt. WDHHV
Wildunger Straße 14
60487 Frankfurt/Main
Telefax: +49 69 5099 1110
Hauptversammlung@dwpbank.de

Following receipt of registration and specific evidence of the
shareholding by the Company at the address shown above, admission
tickets for the General Meeting will be forwarded to the
shareholders.

* Voting by proxy

Shareholders may exercise their voting right and other rights in the
General Meeting through a proxy holder, which may be a credit
institute, a shareholders' association, a proxy holder appointed by
the Company, or another third party. Compliance with the deadlines
for registration to attend the General Meeting and for submission of
evidence of the shareholding (as set out above) is also required in
these cases. If a shareholder appoints several persons as proxy
holders, the Company is entitled to reject one or several of these
proxy holders.

Pursuant to section 134 (3) sentence 3 of the AktG, the granting of a
proxy, its revocation and the submission of evidence thereof
vis-à-vis the Company generally require text form. Where a credit
institution, a shareholders' association or any other individual or
entity of equivalent standing under section135(8) and (10) of the
AktG is to be authorised to act as a proxy, no text form is required
for such authorisation, pursuant to section 134(3) sentence 3 of the
AktG and the Memorandum and Articles of Association. It should be
noted that the institutions, individuals or entities to be appointed
as proxy holders may request a specific form of proxy in these cases,
as section 135 of the AktG requires them to record any proxy in a
verifiable manner. In these cases, please contact your proxy holder
to agree upon an acceptable form of proxy.

A proxy may be granted by declaration to the proxy holder or to the
Company.

A proxy authorisation may be evidenced by the proxy holder submitting
the evidence (e.g. the original or copy of the proxy form) at the
entrance counter on the day of the General Meeting. Alternatively,
evidence of proxy authorisation may be sent by post or by telefax to
the following address:

DVB Bank SE
Investor Relations
c/o Ms Elisabeth Winter
Platz der Republik 6
60325 Frankfurt/Main
Telefax: +49 69 9750 4850

As a means of electronic transmission, the Company offers that proxy
authorisation may be evidenced by sending an e-mail to
dvbbank-HV2012@computershare.de.

The means of transmission set out above are also available where it
is intended to grant a proxy by declaration to the Company; in this
case, no specific evidence of proxy authorisation will be required.
Similarly, an existing proxy may be revoked by declaration directly
to the Company via any of the means of transmission set out above. A
proxy authorisation granted at or during the General Meeting may be
evidenced by the shareholder submitting the evidence (e.g. the
original or copy of the proxy form) at the exit counter.

If a proxy is granted or evidenced, or an existing proxy is revoked,
by declaration to the Company sent by post, such declaration, for
organisational reasons, must be received by the Company no later than
12 June 2012 (date of receipt by post). A transmission to the Company
by telefax or e-mail is still possible on the date of the General
Meeting.

Shareholders wishing to appoint a proxy holder should use the proxy
form provided by the Company for this purpose. This form will be
forwarded to duly registered persons together with the admission
ticket and can be requested from the address set out above for
submission of evidence of proxy authorisation either by post, telefax
or e-mail. In addition, proxy forms are available for download on the
Company's website http://www.dvbbank.com/en/investor_relations/genera
l_meeting/index.html

As in the previous years, the Company offers its shareholders the
opportunity to grant a proxy to proxy holders appointed by the
Company and bound by the relevant shareholder's instructions prior to
the General Meeting. Shareholders wishing to grant a proxy to the
proxy holders appointed by the Company require an admission ticket to
the General Meeting which includes a form which can be used to grant
the proxy to the proxy holders and to issue voting instructions. To
ensure timely receipt of the admission ticket, shareholders should
request it from their custodian bank at their earliest convenience.
Shareholders granting a proxy to the proxy holders appointed by the
Company must issue instructions on how they wish their votes to be
cast. Failure to give instructions will render the proxy void. Proxy
holders are under an obligation to cast votes in line with the
instructions given.

Further details on how to issue proxies and instructions to the proxy
holders appointed by the Company are provided on the admission ticket
that will be sent to shareholders. This information is also available
on the website http://www.dvbbank.com/en/investor_relations/general_m
eeting/index.html

* Information on shareholder rights pursuant to sections 122 (2), 126
(1), 127, 131 (1) of the AktG

a) Amendments to the agenda pursuant to section 122 (2) of the
AktG

Shareholders holding together not less than one-twentieth of the
registered share capital or a pro-rata amount of the share capital of
E500,000 (corresponding to 195,583 shares) may request that certain
items be included in the agenda and published (section 122 (2) of the
AktG). Each new item to be added to the agenda must be accompanied by
a statement of reasons or a proposal for resolution. In accordance
with section 122(1) sentence 3, (2) in conjunction with section142(2)
sentence2 of the AktG, applicants must prove that they have been
holders of the relevant shares for at least three months prior to the
day of the General Meeting, i.e. since 13 March 2012 (00:00 hrs
CEST).

Said request must be addressed in writing (section126 BGB) to the
Board of Managing Directors and must be received by the Board of
Managing Directors no later than the end of 13May 2012 (24:00 hrs
CEST). Shareholders should send such request to the following
address:

DVB Bank SE
Board of Managing Directors
Investor Relations
c/o Ms Elisabeth Winter
Platz der Republik 6
60325 Frankfurt/Main

Amendments to the agenda that require publication (unless they were
already published at the time of convening the General Meeting) will
be published without undue delay following receipt of the request in
the Federal Gazette and in such other media that can be assumed to
distribute information throughout the entire European Union. In
addition, they will be published on the website http://www.dvbbank.co
m/en/investor_relations/general_meeting/index.html, and communicated
to the shareholders.

b) Motions and nominations under sections 126 (1), 127 of the
AktG

Shareholders may lodge counter-motions to the proposals submitted by
the Board of Managing Directors and the Supervisory Board with regard
to any items on the agenda and submit nominations for the election of
external auditors. Any such counter-motions must also state reasons;
nominations for elections do not require any statement of reasons.
Any counter-motions to the agenda and nominations may only be sent to
the following address:

DVB Bank SE
Investor Relations
c/o Ms Elisabeth Winter
Platz der Republik 6
60325 Frankfurt/Main
Telefax: +49 69 9750 4850
HV2012@dvbbank.com

Any counter-motions and nominations received by the Company at the
aforementioned address no later than the end of 29 May 2012 (24:00
hrs CEST) will be made available promptly upon receipt, subject to
the additional requirements set out in sections 126 and 127 of the
AktG, on the Company's website http://www.dvbbank.com/en/investor_rel
ations/general_meeting/index.html, including the shareholder's name
and (in the case of counter-motions) the reasons for the motion. Any
comments or statements by the management will be published on the
same website.

c) Right to disclosure pursuant to section 131 (1) of the AktG

At the General Meeting, every shareholder or shareholder representative may
request information from the Board of Managing Directors regarding the Company's
affairs, its legal and business relationships with affiliated companies and the
situation of the Group and the companies within the Group's scope of
consolidation, provided that such information is necessary to make a reasonable
assessment of the relevant agenda item. Disclosure requests at the General
Meeting must generally be made verbally during the debate.

d) Further explanations concerning shareholders' rights

Further information on shareholders' rights pursuant to sections 122
(2), 126 (1), 127, 131 (1) of the AktG can be viewed on the Company's
website at http://www.dvbbank.com/en/investor_relations/general_meeti
ng/index.html

Frankfurt/Main, March 2012
DVB Bank SE

THE BOARD OF MANAGING DIRECTORS

Further inquiry note:
Elisabeth Winter
Investor Relations
Tel: +49 (0)69-97504-329
E-Mail: elisabeth.winter@dvbbank.com

end of announcement euro adhoc
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issuer: DVB Bank SE
Platz der Republik 6
D-60325 Frankfurt am Main
phone: +49 (0)69 9750-40
FAX: +49 (0)69 9750-4444
mail: info@dvbbank.com
WWW: http://www.dvbbank.com
sector: Banking
ISIN: DE0008045501
indexes:
stockmarkets: free trade: Düsseldorf, Stuttgart, regulated dealing/general
standard: Frankfurt
language: English