Deutsche Börse Group
Annual report
2021
Annual report 2021
Contents
3
Executive and
Supervisory Board
148
Consolidated financial
statements/notes
3
5
6
8
Letter from the CEO
The Executive Board
The Supervisory Board
Report of the Supervisory Board
19
Combined
management report
20
21
23
27
28
29
32
38
45
70
73
110
114
117
118
137
144
What we achieved in 2021
About this report
Deutsche Börse: Fundamental information
about the Group
ESG: Commitment and opportunity for
Deutsche Börse
How we add value
Our strategy and steering parameters
Our customers and markets
Our employees
Our economic situation
Our social environment
Risk management
Report on opportunities
Report on expected developments
Report on post-balance sheet date events
Corporate governance statement
Deutsche Börse AG
(disclosures based on HGB)
Takeover-related disclosures
149
150
151
153
155
169
187
240
267
268
Consolidated income statement
Consolidated statement of
comprehensive income
Consolidated balance sheet
Consolidated cash flow statement
Consolidated statement of changes
in equity
Notes on the consolidated income statement
Notes on the consolidated statement of
financial position
Other disclosures
Responsibility statement by the
Executive Board
Independent Auditor’s Report
277
Remuneration report
278
325
Remuneration Report
Auditor’s Report
327
328
Acknowledgements/contact/
registered trademarks
Financial calendar
Frankfurt/Main, 11 March 2022
Dear shareholders,
ladies and gentlemen,
There was often a thin line between hope and disappointment last year. On the one hand, the
economy recovered from the impact of the COVID-19 restrictions faster than many people had
expected. But the fourth wave of the pandemic put paid to hopes that the crisis would be over
soon. And central banks stuck to their policies of low interest rates, despite increasing inflation.
Deutsche Börse also went through an eventful year. To come straight to the point: we reported very
good results, although external conditions were difficult. Demand for our products and services
had reached record heights in 2020, so the bar for 2021 was particularly high. And in 2021 the
market environment did not work in our favour. Lower market volatility than in the previous year
meant our trading segments were faced with strong cyclical headwinds. But in spite of these head-
winds we achieved our growth and profitability targets.
That is further proof of how strong our diversified business model is. We were particularly pleased
by the contribution last year from those components of growth that are not subject to the ebbs and
flows of markets, with secular growth amounting to 6 per cent, principally thanks to our Investment
Fund Services, the rating provider ISS and commodities trading at EEX.
Inorganic growth of 7 per cent was also high. Here the most important factor was the acquisition of
ISS that we completed in February 2021. The purchase expanded the strategic range of our products
and services. At the same time, it made us a leading provider of ESG data. And in addition to the
growth itself, our move towards more data and ESG has a welcome side-effect: the share of our
recurring income is rising continuously and now comes to 55 per cent. This makes us more indepen-
dent of the day-to-day market fluctuations.
The full takeover of Clearstream Fund Centre also contributed to growth, as well as creating significant
revenue synergies. We also completed our acquisition of the Swiss company Crypto Finance AG, which
further improves our position in the blockchain and crypto token space. Together with the introduc-
tion of G7, our next-generation post-trading platform, this means we set the pace for the technological
transformation of capital markets. Which is how we safeguard the future of Deutsche Börse.
As a result, we achieved our targets for 2021 in terms of both net revenue and EBITDA, with €3.5
billion in net revenue and EBITDA of €2.0 billion. Our net revenue has therefore grown by an average
of 9 per cent and EBITDA by 10 per cent since 2019. So we are well on track to meeting the growth
targets defined in our Compass 2023 strategy of 10 per cent for net revenue and EBITDA, respectively,
by the end of next year.
3
Executive and Supervisory Boards | Letter from the CEOManagement report Financial statements and notesRemuneration ReportFurther informationDeutsche Börse Group | Annual report 2021 The decisive contribution comes from our motivated and highly committed teams all around the world.
Our employees put in an excellent performance in another year dominated by COVID-19. I would like
to take this opportunity to express my particular thanks to them.
So what comes next? To start with, we will continue to implement our Compass 2023 strategy
consistently. And we expect that our cyclical operating environment will continue to improve. That
should turn the headwinds into tailwinds for us. We are also planning a new structure for Clearstream
by year-end in order to reinforce our growth momentum. We will be carving the „Fund Services” out
of Clearstream, so that it can concentrate on its „Securities Services”. This will create two largely
independent units, with corresponding new development opportunities, also for partnerships and
M&A activities.
Our sustainable finance products are also turning into a real growth business. Products and services
related to environmental, social and governance aspects – ESG for short – accounted for some 7 per
cent of our revenue in 2021. ISS plays a big part in this. In the years ahead, the aim will be to embed
the ESG capabilities of ISS across our entire value chain and product portfolio. This is already reflected
in our corporate reporting: sustainability is an important guiding principle in this Annual Report. And
as you will see, we use non-financial indicators as well as financial ones in our management and
control logic.
My thanks go to you, our shareholders, for your confidence in these eventful times. And I am pleased
to be able to propose another increase in your dividend at the Annual General Meeting for 2021: up
by 7 per cent to €3.20 per share. This gives us leeway to continue increasing the long-term value
of your company by means of investments, mergers and acquisitions. By doing so, we are laying the
foundations for the further growth of your Deutsche Börse. Thank you for your loyalty.
Yours,
Theodor Weimer
Chief Executive Officer
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Executive and Supervisory Boards | Letter from the CEOManagement report Financial statements and notesRemuneration ReportFurther informationDeutsche Börse Group | Annual report 2021 Executive and Supervisory Boards | The Executive Board
Management report
Financial statements and notes
Remuneration Report
Further information
The Executive Board
Theodor Weimer, *1959
Dr. rer. pol.
Wiesbaden
Nationality: German
Chief Executive Officer,
Deutsche Börse AG
Christoph Böhm, *1966
Dr.-Ing.
Hamburg
Nationality: German
Member of the Executive Board
and Chief Information Officer/Chief
Operating Officer,
Deutsche Börse AG
Thomas Book, *1971
Dr. rer. pol.
Kronberg im Taunus
Nationality: German
Member of the Executive Board,
Deutsche Börse AG,
responsible for Trading & Clearing
Heike Eckert, *1968
Graduate degree in Economics
(Diplom-Volkswirtin)
Oberursel
Nationality: German
Member of the Executive Board,
Deutsche Börse AG,
responsible for HR (Director of
Labour Relations) & Compliance
Stephan Leithner, *1966
Dr. oec. HSG
Bad Soden am Taunus
Nationality: Austrian
Member of the Executive Board,
Deutsche Börse AG,
responsible for Pre- & Post-Trading
Gregor Pottmeyer, *1962
Graduate degree in
Business Administration
(Diplom-Kaufmann)
Bad Homburg v.d. Höhe
Nationality: German
Member of the Executive Board
and Chief Financial Officer,
Deutsche Börse AG
As at 31 December 2021
(unless otherwise stated)
Detailed information about the members of the Executive Board and their appointments to super visory
bodies of other companies or comparable control bodies, as well as their CVs can be found on the
internet under:
www.deutsche-boerse.com/execboard
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Deutsche Börse Group | Annual report 2021 Executive and Supervisory Boards | The Supervisory Board
Management report
Financial statements and notes
Remuneration Report
Further information
The Supervisory Board
Martin Jetter, *1959
Chairman
Nationality: German
Board member since 24 May 2018
Andreas Gottschling, *1967
Nationality: German
Board member since 1 July 2020
Markus Beck,1) *1964
Deputy Chairman
In-House Legal Counsel
Senior Expert, staff member in
Corporate & Regulatory Legal
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 15 August 2018
Nadine Absenger,1) *1975
Head of Legal and Legal Policy
ver.di federal administration ,
Berlin
Nationality: German
Board member since 16 May 2018
Katrin Behrens,1) *1971
Spokesperson of Trade Union,
Department Financial Services
ver.di, Saxony-Anhalt
Nationality: German
Board member
since 17 November 2021
Karl-Heinz Flöther, *1952
Independent Management
Consultant, Kronberg im Taunus
Nationality: German
Board member since 16 May 2012
Anja Greenwood,1) *1974
Lawyer, Legal Department
European Energy Exchange AG,
Leipzig
Nationality: German
Board member
since 17 November 2021
Susann Just-Marx,1) *1988
Head of Sales Clearing
European Energy Exchange AG,
Leipzig
Nationality: German
Board member
since 15 August 2018
Achim Karle,1) *1973
Staff member in Equity &
Index Sales EMEA
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 28 August 2018
Barbara Lambert, *1962
Independent Management
Consultant, Givrins, Switzerland
Nationality: German, Swiss
Board member since 16 May 2018
Michael Rüdiger, *1964
Independent Management
Consultant, Utting am Ammersee
Nationality: German
Board member since 19 May 2020
Peter Günther Sack,1) *1962
Staff member in Transaction
Management
Eurex Clearing AG, Frankfurt/Main
Nationality: German
Board member
since 17 November 2021
Charles G.T. Stonehill, *1958
Green & Blue Advisors LLC,
Founding Partner, New York
Nationality: British, US-American
Board member since 8 May 2019
Clara-Christina Streit, *1968
Independent Management
Consultant, Cologne
Nationality: German, US-American
Board member since 8 May 2019
Chong Lee Tan, *1962
CEO 65 Equity Partners Temasek
Holdings, Singapore
Nationality: Singaporean
Board member since 19 May 2021
Daniel Vollstedt,1) *1976
Head of Infrastructure Service
Design & Support
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
since 17 November 2021
1) Employee representative
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Deutsche Börse Group | Annual report 2021 Executive and Supervisory Boards | The Supervisory Board
Management report
Financial statements and notes
Remuneration Report
Further information
Former members of
the Supervisory Board
Oliver Greie,1) *1976
Regional Director
ver.di Saxony, Saxony-Anhalt,
Thuringia
Nationality: German
Board member
until 17 November 2021
Cornelis Johannes Nicolaas
Kruijssen,1) *1963
Head of Touch Point
Deutsche Börse AG,
Frankfurt/Main
Nationality: Dutch
Board member
until 17 November 2021
Carsten Schäfer,1) *1967
Expert, staff member IT Risk
Management
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
until 17 November 2021
Jutta Stuhlfauth,1) *1961
Deputy Chairwoman
Lawyer, M.B.A. (Wales)
Staff member in
Group Organisational Services
Deutsche Börse AG,
Frankfurt/Main
Nationality: German
Board member
until 17 November 2021
Gerd Tausendfreund,1) *1957
Trade union secretary in
the financial services department
ver.di Hesse region, Frankfurt/Main
Nationality: German
Board member until 19 May 2021
Amy Yip, *1951
Managing Partner
RAYS Capital Partners Limited,
Hong Kong
Nationality: Chinese (Hong Kong)
Board member until 19 May 2021
As at 31 December 2021
(unless otherwise stated)
Detailed information about the members of the Supervisory Board, their additional appointments to
supervisory bodies of other companies or comparable control bodies, as well as their CVs can be found
on the internet under
www.deutsche-boerse.com/supervboard
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Deutsche Börse Group | Annual report 2021 Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards | Report of the Supervisory Board
Management report
Financial statements and notes
Remuneration Report
Further information
Report of the Supervisory Board
During the year under review, which was again dominated by the COVID-19 pandemic, Deutsche Börse
AG’s Supervisory Board discussed the company’s position and prospects in depth. We performed the
tasks assigned to us by law and the company’s Articles of Association and bylaws. We have advised the
Executive Board regularly on its management of the company and monitored its work. We were involved
in all decisions of fundamental importance.
In the 2021 financial year, we advised on the implementation of the Group’s Compass 2023 strategy
and the development of the new IT strategy 2023+. Environmental, social and governance (ESG) topics
were another focus of our work. We looked at the strategic significance of ESG for Deutsche Börse Group
and made ESG a formal element of our governance. ESG is also a core component of the new
remuneration system for the Executive Board, which was approved by a large majority at the Annual
General Meeting in 2021, and which we can now report on with the corresponding transparency. The
acquisition of Institutional Shareholder Services, Inc. (ISS), a leading global provider of ESG data, was
also completed at the start of the financial year. We were also regularly involved in an advisory capacity
in Deutsche Börse Group’s other activities to buy and sell companies and parts thereof. The Executive
Board informed us on an ongoing basis about the impact of the COVID-19 pandemic on Deutsche Börse
Group.
At our meetings, the Executive Board provided us with comprehensive and timely information in
accordance with the legal requirements. The high frequency of plenary and committee meetings and
workshops ensured an intensive exchange of information between the Supervisory Board and the
Executive Board. In addition, the CEO kept the Chair of the Supervisory Board continuously and regularly
informed of the current developments affecting the company’s business, significant transactions,
upcoming decisions and the long-term outlook, and discussed these issues with him.
We held a total of twelve plenary meetings during 2021, including five extraordinary meetings and one
constitutive meeting. Five Supervisory Board workshops also took place on the subjects of technology
(March and June), strategy (April), compliance (June) and risk (September) as part of the regular
training and professional development measures for Supervisory Board members. All meetings and
workshops were carried out as planned despite the travel and social restrictions due to the COVID-19
pandemic, thanks to strict hygiene measures.
The average attendance rate for all Supervisory Board members at the plenary and committee meetings
was 99 per cent during the year under review.
The Supervisory Board members’ detailed attendance record is as follows:
1
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Management report
Financial statements and notes
Remuneration Report
Further information
Attendance of Supervisory Board members at meetings in 2021
Meetings
(plenary and
committees)
Attendance
at plenary
meetings
Attendance
at committee
meetings
Martin Jetter (Chair)
Markus Beck (Deputy Chair since 8 Dec 2021)
Jutta Stuhlfauth (Deputy Chair until 17 Dec 2021)
Nadine Absenger
Katrin Behrens (since 17 Nov 2021)
Karl-Heinz Flöther
Andreas Gottschling
Anja Greenwood (since 17 Nov 2021)
Oliver Greie (from 19 May 2021 to 17 Nov 2021)
Susann Just-Marx
Achim Karle
Cornelis Kruijssen (until 17 Nov 2021)
Barbara Lambert
Michael Rüdiger
Peter Sack (since 17 Nov 2021)
Carsten Schäfer (until 17 Nov 2021)
Charles Stonehill
Clara-Christina Streit
Chong Lee Tan (since 19 May 2021)
Gerd Tausendfreund (until 19 May 2021)
Daniel Vollstedt (since 17 Nov 2021)
Amy Yip (until 19 May 2021)
Average attendance rate1
21
22
20
17
1
16
26
3
8
18
18
19
23
25
3
15
18
16
7
8
2
11
12/12
12/12
11/11
12/12
1/1
12/12
12/12
1/1
5/5
12/12
12/12
11/11
12/12
12/12
1/1
11/11
12/12
12/12
6/6
6/6
1/1
4/6
9/9
10/10
8/9
5/5
0/0
4/4
14/14
2/2
3/3
6/6
5/6
8/8
11/11
13/13
2/2
4/4
6/6
4/4
1/1
2/2
1/1
5/5
%
100
100
95
100
100
100
100
100
100
100
94
100
100
100
100
100
100
100
100
100
100
82
99
1) Attending workshops is optional for Supervisory Board members. Workshop attendance is therefore not taken into account in the determination of the average
attendance rate.
Topics addressed during plenary meetings of the Supervisory Board
During the reporting period, we discussed the implementation of our Group strategy Compass 2023 in
detail. We advised the Executive Board on all relevant aspects of the strategy. At the end of the reporting
year, this also included conclusions at the half-way point of the strategy. For details on the growth
strategy, please refer to the “Our strategy and steering parameters” section in the combined management
report.
We also dealt with the new IT strategy 2023+. It was developed in line with the Group strategy
Compass 2023, supports its objectives and deliberately focuses on the requirements of the business
areas. In preparation, the Executive Board initially informed us about the starting point and the effects of
technological developments on the capital markets. A key element of the IT strategy 2023+ is the
ongoing development of IT in the business areas, in order to support the implementation of the business
objectives below the Group strategy. In addition, we discussed information security and the data centre
infrastructure. We were informed about the planned development of a global market for digital assets
that Deutsche Börse AG is driving forward along with the founding team of 360X and external partners.
2
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Executive and Supervisory Boards | Report of the Supervisory Board
Management report
Financial statements and notes
Remuneration Report
Further information
Another core topic of our Supervisory Board work in the reporting year was the various external
acquisitions and equity investments to expand and strengthen our business. Following the majority
acquisition of ISS, Inc. at the start of the reporting year, this was mainly the majority acquisition of the
Swiss company Crypto Finance AG to expand our presence in digital assets and the acquisition of the
remaining stake in Clearstream Fund Centre AG, a leading European fund distribution platform, to
strengthen the Investment Funds Services business area. Deutsche Börse AG purchased the remaining
49 per cent of the shares in Clearstream Fund Centre from UBS AG.
An overarching element of our work was the discussion of different ESG aspects. The focus was on
Deutsche Börse Group’s ESG strategy, including the initiatives that are a vital part of this strategy. They
include the ESG profile, the ESG product strategy and the ESG reporting. The latter includes an external
review of all the ESG disclosures in the management report, which is also of crucial importance for
measuring the ESG targets that play a key role in the new remuneration system for the Executive Board.
They account for 25 per cent of the long-term variable remuneration alone. We also discussed the
implementation of the statutory requirements for clear, comprehensible reporting on the Executive Board
remuneration for 2021. As a vital part of the Group’s ESG governance, we also made sustainability an
additional topic for our Strategy Committee, which was renamed the Strategy and Sustainability
Committee.
Another key area of our Supervisory Board’s work in the reporting period was the decisions taken on the
future composition of the Executive Board and the changes in the members of the Supervisory Board.
We again ensured continuity in the composition of the Executive Board in the reporting year. Gregor
Pottmeyer was reappointed as CFO until 30 September 2025. Please refer to the Personnel matters
section for details.
At the Annual General Meeting of Deutsche Börse AG held on 19 May 2021, which again had to be
held online due to the COVID-19 pandemic, all proposed shareholder representatives were newly elected
to the Supervisory Board. Chong Lee Tan succeeded Amy Yip, who was no longer a candidate for the
Supervisory Board. We prepared the election of shareholder representatives in detail in the plenary
session of the Supervisory Board and in the Nomination Committee. After the Annual General Meeting
the members of the Supervisory Board re-elected Martin Jetter as the Chair. The regular election of
employee representatives to the Supervisory Board was delayed due to COVID-19 and was completed on
17 November 2021. We then elected Markus Beck as Deputy Chair of the Supervisory Board before
new members were elected to the Supervisory Board committees.
In the year under review, we again had regular and intensive discussions concerning ongoing
proceedings by the Public Prosecutor’s Office in Cologne regarding the conception and settlement
implementation of securities transactions by market participants over the dividend date (cum-ex
transactions). In the opinion of the Public Prosecutor’s Office, these market participants used such
transactions to make unjustified tax refund claims. These investigations also involve current and former
employees of Deutsche Börse Group and executive board members of subsidiaries of Deutsche Börse
AG. In this context, the Supervisory Board also dealt with investigations into these cum-ex transactions
by the stock exchange regulator in the German state of Hesse.
Another important subject for the Supervisory Board was the litigation and legal proceedings involving
Clearstream Banking S.A. in the USA and Luxembourg in connection with Iranian clients and assets.
The efficiency, suitability and effectiveness of the internal control systems and the handling of findings
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Management report
Financial statements and notes
Remuneration Report
Further information
by internal control functions and external auditors and regulatory authorities were other important areas
of our work.
In addition, the Supervisory Board Chair held virtual meetings with institutional investors and proxy
advisers in the period from November 2021 and January 2022, to discuss current governance topics
affecting the Supervisory Board. These discussions centred on personnel decisions for the Supervisory
Board and Executive Board, the remuneration report for 2021, which for the first time has to be
approved by the Annual General Meeting, the planned revision of the attendance fees for Supervisory
Board members, and the implementation of the Supervisory Board’s efficiency initiative carried out the
previous year. The Supervisory Board Chair summarised his dialogue with investors in the plenary
meetings.
Our plenary meetings and workshops during the reporting period focused particularly on the following
issues:
At our ordinary meeting on 5 February 2021, the Executive Board reported in a regular cycle on the
status of the cross-divisional client relationship management. We also addressed in detail the
preliminary results for 2020 financial year, the Executive Board’s dividend proposal for 2020 and the
financing of the majority acquisition of ISS, Inc. Following a detailed examination, we set the amount of
the variable remuneration payable to the Executive Board for the 2020 financial year. We also adopted
the combined corporate governance statement 2020. The Executive Board informed us in detail about
succession planning for the senior management level and about gender diversity and the creation of a
global talent pool for upper and middle management.
In the technology workshop on 5 March 2021, we discussed in detail the topics of data protection and
data security when transferring personal data to the USA, following changes to the legal situation in
Europe. We also gained a general impression of the IT architecture and its importance for internal
company change processes, as well as the current status of the IT architecture in Deutsche Börse Group.
At the ordinary meeting on 5 March 2021, we discussed Deutsche Börse AG’s financial statements for
2020 as well as the consolidated financial statements for 2020 in the presence of the external auditors.
We approved the 2020 financial statements and consolidated financial statements, having carried out
our own detailed examination, in line with the recommendation by the Audit Committee. The committee
had previously examined the documents in depth in preparation for our meeting. We also adopted the
report of the Supervisory Board for 2020, the latest version of the corporate governance statement and
the agenda for the Annual General Meeting in 2021, which again took place online this year due to
COVID-19. The Executive Board informed us of the personnel situation in Deutsche Börse Group. The
Executive Board also reported on the current status of ongoing proceedings regarding securities
transactions by market participants over the dividend date (cum-ex transactions). We were informed
about the current status of legal proceedings involving Clearstream Banking S.A. in the USA and
Luxembourg in connection with Iranian clients and assets. We also looked at a potential company
acquisition by Deutsche Börse AG.
At an extraordinary meeting on 12 March 2021, we discussed the Supervisory Board report for 2020
in its updated form.
4
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Management report
Financial statements and notes
Remuneration Report
Further information
In another extraordinary meeting on 17 March 2021, we again examined a potential company
acquisition by Deutsche Börse AG.
The strategy for Eurex’ derivative business was a key topic at the strategy workshop on 21 April 2021.
Another topic was the M&A process, particularly Deutsche Börse AG’s concept for the post-merger
integration. The Executive Board also informed us fully about the capital market’s view of Deutsche
Börse AG. In addition, the Executive Board reported on implementation of the hybrid working model
once the COVID-19 pandemic was over.
At the extraordinary meeting on 17 May 2021, the Executive Board informed us about the status of
investigations by the exchange regulator in Hesse regarding security transactions by market participants
over the dividend date (cum-ex transactions).
At our ordinary meeting on 19 May 2021, we discussed the forthcoming Annual General Meeting with
the Executive Board, which would be attended by Supervisory Board members Amy Yip and Gerd
Tausendfreund for the last time.
At the constitutive meeting on 19 May 2021, after the close of the Annual General Meeting, Martin
Jetter was re-elected as Chair and Jutta Stuhlfauth as Deputy Chair of the Supervisory Board of
Deutsche Börse AG. The newly elected shareholder representative Chong Lee Tan attended the meeting,
as did the employee representatives. The latter were initially appointed by the court, since the election of
shareholder representatives could not be completed because of COVID-19. We passed a resolution
changing the composition of the Supervisory Board committees and discussed the IT equipment
provided for use by the Supervisory Board and the measures in place to ensure information security.
The status of litigation about Iranian customers and assets involving Clearstream Banking S.A. in the
USA and Luxembourg was the subject of an extraordinary Supervisory Board meeting on
27 May 2021.
At the extraordinary meeting on 9 June 2021, we again dealt with the status of ongoing proceedings
regarding security transactions by market participants over the dividend date (cum-ex transactions).
Another IT workshop held on 21 June 2021 was the first time the full Supervisory Board had discussed
the IT strategy 2023+, which is in line with the Group strategy Compass 2023 and supports its goals.
Preventing corruption and fraud was the subject of a compliance workshop that took place on the same
day.
At the ordinary meeting on 22 June 2021, we adopted an amendment to the bylaws for the
Supervisory Board, making ESG aspects a formal element of our corporate governance. In addition, we
passed a resolution on the scheduled review of Executive Board remuneration and engaged an external
remuneration expert to determine whether it is appropriate. We again dealt with the status of ongoing
proceedings regarding security transactions by market participants over the dividend date (cum-ex
transactions). Finally, we adopted an updated version of the travel expense policy for the Supervisory
Board.
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Management report
Financial statements and notes
Remuneration Report
Further information
At the ordinary meeting on 29 September 2021, we were informed in detail by the Executive Board
about the project to develop a global market for digital assets that Deutsche Börse AG is driving forward
along with the founding team of 360X and external partners. The Executive Board also informed us
about the results of a structured investor survey. We discussed the intention to renew the Executive
Board appointment of Gregor Pottmeyer in good time. The status of ongoing proceedings regarding
securities transactions by market participants over the dividend date (cum-ex transactions) was again
discussed by the Supervisory Board. We also reviewed the results of the adequacy review of Executive
Board remuneration. We carried out the scheduled review of the competence profile for the Supervisory
Board and approved an updated version. We also prepared the annual review of the Supervisory Board’s
effectiveness.
The main aspects of the company’s D&O insurance from the Supervisory Board perspective were dealt
with at a risk workshop on 29 September 2021.
The newly elected employee representatives took part for the first time at the ordinary meeting on 8
December 2021. We elected the employee representative Markus Beck as Deputy Chair of the
Supervisory Board. We adopted the budget for 2021 and renewed the appointment of CFO Gregor
Pottmeyer until 30 September 2025. The Executive Board also informed us about the achievements to
date at the half-way point of the Group strategy Compass 2023. It also informed us about the
implementation status of the personnel strategy and the revisions that had been made to the strategy for
2022. We gained an impression of the performance of recently acquired companies and equity
investments in the context of Deutsche Börse Group’s corporate venturing activities and adopted the
Executive Board targets for 2022. We discussed and adopted the results of our annual effectiveness
review in accordance with section D.13 of the German Corporate Governance Code (GCGC), the annual
suitability assessment of the Supervisory Board and the Executive Board, as well as the upcoming year’s
training plan for the Supervisory Board. Furthermore, we adopted the declaration of conformity pursuant
to section 161 Aktiengesetz (AktG, German Stock Corporation Act) for the 2021 financial year. The
declaration of conformity can be viewed at www.deutsche-boerse.com > Investor Relations > Corporate
Governance > Declaration of conformity.
In view of the COVID-19 pandemic, the Supervisory Board meetings all took place at the company’s
headquarters in the reporting year, using its existing videoconferencing technology. Martin Jetter, the
Supervisory Board Chair, presented the agenda before each meeting and informed the Supervisory Board
about current matters. At the end of each meeting, the Supervisory Board members talked openly and
extensively among themselves, without the Executive Board members, about the meeting itself and
general topics. A similar discussion also took place at the Supervisory Board meeting on 4 March 2022
in which we approved the separate and consolidated financial statements for 2021. From the middle of
the year onwards, the members of the Audit Committee also had regular talks with the external auditors
without the Executive Board members.
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Deutsche Börse Group | Annual report 2021
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards | Report of the Supervisory Board
Management report
Financial statements and notes
Remuneration Report
Further information
Committee work
The Supervisory Board had seven permanent committees in the reporting year. The committees are
responsible primarily for preparing the decisions to be taken by, and topics to be discussed in, the
plenary meetings. Additionally, the Supervisory Board has delegated individual decision-making powers
to the committees, to the extent that this is legally permissible. The individual committee chairs reported
in detail to the plenary meetings on the work performed by their committees. The Chair of the
Supervisory Board chairs the Nomination Committee, the Strategy Committee/Strategy and Sustainability
Committee, the Chairman’s Committee and the Mediation Committee. Details on the members and
duties of the Supervisory Board committees in 2021 can be found in the “Corporate governance
statement” section of the combined management report. The committees focused on the following key
issues:
Audit Committee (six meetings during the reporting period)
Financial topics, particularly capital management, tax positions and internal transfer pricing
Financial reporting: examination, in the presence of the auditors, of the annual financial statements of
Deutsche Börse AG and of the consolidated financial statements, of the integrated combined
management report and the audit report, as well as of the half-yearly financial report and the quarterly
statements
Statutory auditors: obtaining the statement of independence from the external auditors and monitoring
the external auditors’ independence; issuing the engagement letter to the external auditors for the audit
of the annual and consolidated financial statements and the integrated combined management report;
agreeing the external auditors’ fee; defining the focus areas of the audit; discussing non-audit services
rendered by the external auditors and the engagement of the external auditors to conduct an audit of
the remuneration report; evaluation of the quality of the audit
Internal control systems: discussion of questions relating to risk management, compliance and capital
market compliance, and the internal control and audit system; discussion of the methods and systems
used and their efficiency, adequacy and effectiveness
Deutsche Börse AG’s dividend and the Group’s budget
Discussion and formal adoption of the Audit Committee’s tasks for the coming year
Preparation of the Supervisory Board’s resolution on the corporate governance statement in
accordance with section 289f Handelsgesetzbuch (HGB, German Commercial Code) and the
declaration of conformity in accordance with section 161 AktG
Measures to close internal and external audit findings
Management of outsourcing
Management of regulatory changes such as, in particular, the Act to Strengthen Financial Market
Integrity (FISG, German Financial Market Integrity Strengthening Act)
Dealing with legal risks, such as the status of on-going proceedings regarding cum-ex transactions and
the litigation involving Clearstream Banking S.A. in the USA and Luxembourg in connection with
Iranian clients and assets
Dealing with the tax positions of Deutsche Börse AG and other tax issues
Report on specific compliance audits
Dealing with the financing of and accounting for M&A transactions
Dealing with ESG reporting and its integration into the annual report for 2021
Report on the performance of the Eurex subgroup
Dealing with the status of the SAP roadmap
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Deutsche Börse Group | Annual report 2021
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards | Report of the Supervisory Board
Management report
Financial statements and notes
Remuneration Report
Further information
Nomination Committee (seven meetings during the reporting period)
Executive Board remuneration: target achievement by members of the Executive Board; determination
of the variable remuneration for Executive Board members for 2020; preliminary discussion of target
achievement by members of the Executive Board for 2021; preparing the adoption for the Supervisory
Board of the individual targets for the members of the Executive Board for 2022; discussion of the
remuneration report 2021, including the new regulatory requirements; review of appropriateness of
Executive Board remuneration and pensionable income
Personnel matters: discussion of succession planning for the Executive Board and subordinate
management levels, preparing a recommendation to the plenary session on the reappointment of
Gregor Pottmeyer, dealing with external memberships and executive and supervisory board mandates
of Heike Eckert, Thomas Book and Gregor Pottmeyer
Preparations for the election of the shareholder representatives to the Supervisory Board by the
ordinary Annual General Meeting in 2021, candidate search and selection by shareholder
representatives of a successor to Amy Yip and Karl-Heinz Flöther as Supervisory Board members
Discussion of the competence profile for the Supervisory Board, the suitability assessment, review of
effectiveness and training schedule for 2022
Discussion of the results of the annual staff survey
Report by the Chair of the Supervisory Board on the corporate governance roadshow
Risk Committee (five meetings during the reporting period)
Discussion about the quarterly compliance and risk management reports
Ongoing enhancements to Group-wide compliance and risk management and the harmonisation of
internal control systems
Deutsche Börse Group’s risk strategy and risk culture
Operational risk, information security and business continuity management
Risk management in Eurex and Clearstream subgroups
Implementation of new regulatory requirements
Company acquisitions: integration of company acquisitions, risk management in the context of M&A
transactions
Discussion of outstanding audit findings and plan of action to address them
Discussion of the risk appetite of Deutsche Börse Group for 2022
Deutsche Börse Group’s recovery and resolution plans
Discussion of topics relating to tax risk
Discussion of risks in the index business and mitigating measures
Strategy Committee (until 22 June 2021, one meeting during the reporting period)
Discussion of the concept and development of the IT strategy 2023+
Debate on market positioning and growth opportunities of Deutsche Börse Group on capital markets
Strategy and Sustainability Committee (since 22 June 2021, one meeting during the reporting
period)
Discussion of Deutsche Börse Group’s ESG strategy and outlook for 2022
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Deutsche Börse Group | Annual report 2021
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards | Report of the Supervisory Board
Management report
Financial statements and notes
Remuneration Report
Further information
Technology Committee (four meetings during the reporting period)
Discussion of cloud, big data and automation initiatives
Discussion of quantum computing and distributed ledger technologies (DLT) and their respective use
cases for Deutsche Börse AG
Debate on information security, IT risk management and cyber resilience in the face of various attack
scenarios
Discussion on internalising applications to expand the service range of Deutsche Börse in the energy
sector and introduction of energy platform services
Dealing with digitalisation initiatives at the Clearstream subgroup
Upgrades to structure of digital workplace under COVID-19
Update planning in the event of system failures
Follow up on the SAP roadmap and the planned relocation to a new data centre
Chairman’s Committee (no meeting during the reporting period)
The Chairman’s Committee convenes on the initiative of the Chair of the Supervisory Board; it deals
with time-sensitive affairs and prepares the corresponding Supervisory Board plenary meetings. There
was no need for the Chairman’s Committee to hold a meeting during the year under review.
Mediation Committee (no meetings during the reporting period)
The Mediation Committee is set up by law. Pursuant to section 31(3) MitbestG, it submits proposals to
the Supervisory Board for the appointment or dismissal of Executive Board members when a two-thirds
majority has not been reached. The Mediation Committee only convenes as required. There was no
need for the Mediation Committee to hold a meeting during the year under review.
Audit of the annual and consolidated financial statements
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, domiciled in Frankfurt am Main, (PwC)
audited the annual financial statements of Deutsche Börse AG, the consolidated financial statements and
the integrated combined management report for the financial year ended 31 December 2021, together
with the accounting system, and issued an unqualified audit opinion. The condensed financial
statements and interim management report contained in the half-yearly financial report for the first six
months of 2021 were reviewed by PwC. The documents relating to the financial statements and the
reports by PwC were submitted to us for inspection and examination in good time. The auditors
responsible were Marc Billeb and Dr Michael Rönnberg. The auditors attended the relevant meetings of
the Audit Committee and the meeting of the full Supervisory Board to discuss the financial statements –
in all cases also without the Executive Board members. They reported on the key results of their audit. In
particular, they explained the net assets, financial position and results of operation of the company and
the Group and were available to provide further information. The audit of the annual and consolidated
financial statements and the combined management report and non-financial declaration did not give
rise to any objections. The same applies to the non-mandatory review of the form and contents of the
remuneration report. PwC provided information on other services that it had rendered in addition to its
audit services. There were no grounds for suspecting that the auditors’ independence might be impaired.
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Deutsche Börse Group | Annual report 2021
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards | Report of the Supervisory Board
Management report
Financial statements and notes
Remuneration Report
Further information
The Audit Committee discussed the financial statement documents and the reports by PwC in detail with
the auditors and examined them carefully itself. It is satisfied that the reports meet the statutory
requirements under sections 317 and 321 HGB in particular. The committee reported to the Supervisory
Board on its examination and recommended that it approve the annual financial statements and
consolidated financial statements.
Our own examination – during a plenary meeting – of the 2021 annual financial statements,
consolidated financial statements and the integrated combined management report, including the non-
financial statement, did not lead to any objections. We therefore approved the result of the audit. We
approved the annual financial statements prepared by the Executive Board and the consolidated
financial statements at our meeting on 4 March 2022, in line with the Audit Committee’s
recommendation. As a result, the annual financial statements of Deutsche Börse AG have been adopted.
The Audit Committee discussed the Executive Board’s proposal for the appropriation of the
unappropriated surplus (Bilanzgewinn) in detail with the Executive Board. The discussion covered the
company’s liquidity, its financial planning and shareholders’ interests. Following this discussion and its
own examination, the Audit Committee concurred with the Executive Board’s proposal for the use of
appropriation of the unappropriated surplus. After examining this ourselves, the plenary meeting of the
Supervisory Board also approved the Executive Board’s proposal.
Personnel matters
The following personnel changes were made to the Supervisory Board during the reporting period:
In line with the articles of association the Supervisory Board consists of sixteen members. The
Supervisory Board’s period of office ended at the close of the Annual General Meeting on 19 May 2021.
The shareholder representative Chong Lee Tan was one of eight members newly elected to the
Supervisory Board. Chong Lee Tan succeeded Amy Yip, who was no longer a candidate for the
Supervisory Board. Chong Lee Tan was given a detailed introduction to Supervisory Board work at the
beginning of his term of office.
Martin Jetter was re-elected as Chair of the Supervisory Board at the constitutive meeting following the
Annual General Meeting on 19 May 2021.
It was not possible to complete the election of employee representatives by the close of the Annual
General Meeting on 19 May 2021 because of the COVID-19 pandemic. Employee representatives were
therefore appointed provisionally by the court from 19 May 2021 until completion of the election
procedure. Seven of the eight employee representatives were already members of the Supervisory Board.
It was only Oliver Greie, who as a trade union representative succeeded Gerd Tausendfreund, who
stepped down from the Supervisory Board at the close of the Annual General Meeting on 19 May 2021.
The interrupted election of employee representatives to the Supervisory Board was completed on 15 and
16 November 2021. Four of the eight employee representatives previously appointed by the court were
elected as new members of the Supervisory Board.
No personnel changes were made with regard to the Executive Board in 2021.
The Supervisory Board took important decisions on the future composition of the Executive Board and
renewed the terms of office of CFO Gregor Pottmeyer until 30 September 2025.
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Deutsche Börse Group | Annual report 2021
Deutsche Börse Group | Annual report 2021
Gruppe Deutsche Börse | Geschäftsbericht 2020
Executive and Supervisory Boards | Report of the Supervisory Board
Management report
Financial statements and notes
Remuneration Report
Further information
Vorstand und Aufsichtsrat | Bericht des Aufsichtsrats
Lagebericht
Abschluss
Anhang
Weitere Informationen
Umgang mit Interessenkonflikten in Einzelfällen
Management of individual conflicts of interest
Im Berichtsjahr traten keine Interessenkonflikte einzelner Aufsichtsratsmitglieder auf.
No conflicts of interest arose with regard to individual Supervisory Board members during the reporting
period. The Supervisory Board would like to thank the Executive Board and all employees for their great
commitment and good work in 2021, which the COVID-19 pandemic made particularly challenging.
Wir danken dem Vorstand sowie allen Mitarbeiterinnen und Mitarbeitern für ihr großes Engagement und
die gute Arbeit im Jahr 2020, das aufgrund der COVID-19-Pandemie überaus herausfordernd war.
Frankfurt am Main, den 5. März 2021
Frankfurt/Main, 4 March 2022
Für den Aufsichtsrat:
for the Supervisory Board
Martin Jetter
Vorsitzender des Aufsichtsrats
Martin Jetter
Chair of the Supervisory Board
12
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Deutsche Börse Group | Annual report 2021
Combined
management report
20
What we achieved in 2021
21
About this report
23
Deutsche Börse: Fundamental information about the Group
27
ESG: Commitment and opportunity for Deutsche Börse
28
How we add value
29
Our strategy and steering parameters
32
Our customers and markets
38
Our employees
45
Our economic situation
70
Our social environment
73
Risk management
110
Report on opportunities
114
Report on expected developments
117
Report on post-balance sheet date events
118
Corporate governance statement
137
Deutsche Börse AG (disclosures based on HGB)
144
Takeover-related disclosures
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | What we achieved in 2021
Financial statements and Notes
Remuneration Report
Further information
Combined management report
1. What we achieved in 2021
KPI
Economic situation
Target
Target achievement 2021
Net revenue
EBITDA
Cash EPS
10% CAGR
2019-2023
€3.5 billion
in 2021
10% CAGR
2019-2023
€2.0 billion
in 2021
10% CAGR
2019-2023
ESG net revenue growth1
>10%
System availability (customer facing IT)
>99.5%
Number of employees
Employee satisfaction
Women in leadership positions2
>71.5%
>20%
CO2 emissions per workspace3
Net zero until 2025
(−100% vs. 2019)
Customers and markets
Employees
Social environment
ESG ratings
9% CAGR
2019-2021
€3,509.5 million
in 2021
10% CAGR
2019-2021
€2,043.1 million
in 2021
11% CAGR
2019-2021
210%
incl. ISS acquisition
99.9%
10,200
75%
21%
−66%
vs. 2019
MSCI, S&P, Sustainalytics
>90th percentile
95th percentile
1) ESG net revenue according to the internal definition of Deutsche Börse Group – see “Definition of our ESG net revenue”.
2) Group-wide target in senior management.
3) Unaudited figure.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | About this report
Financial statements and notes
Remuneration Report
Further information
2. About this report
This combined management report covers both Deutsche Börse Group and Deutsche Börse AG and
includes the combined non-financial statement. It follows the requirements of Handelsgesetzbuch (HGB,
German Commercial Code) and Deutscher Rechnungslegungs Standard Nr. 20 (DRS 20, German
Accounting Standard No. 20). The contents of the combined non-financial statement − with the
exception of our carbon footprint, which are marked as unaudited − are subject to PwC’s audit.
Integrated reporting on non-financial topics
For the 2021 reporting year, we have integrated our combined management report and our combined
non-financial statement in one report for the first time. This enables our most important stakeholders
such as clients, employees and shareholders to gain a holistic view of our corporate performance. This
includes social and ecological topics as well as economic ones.
While preparing the report, we followed the recommendations of the International Integrated Reporting
Council (IIRC) for portraying our value creation process (see chart “Value creation process”). Currently, a
highly dynamic environment for company reporting exists due to regulatory developments in the field of
non-financial reporting and due to a closer cooperation and coordination between the key standard-
setters, Global Reporting Initiative (GRI), Sustainability Accounting Standard Board (SASB), Task Force
on Climate-Related Financial Disclosures (TCFD) and IIRC. We will therefore continue to develop our
reporting over the next few years.
Contents, structure and materiality
The information about our net assets, financial position and result of operations is based on the
requirements of International Financial Reporting Standards (IFRS), and if applicable, German
Commercial Code (HGB) and German Financial Reporting Standards (DRS). The combined non-financial
statement for Deutsche Börse Group and the parent company Deutsche Börse AG is integrated into the
combined management report; it meets the requirements of sections 289b–e and 315b–c HGB and
Regulation (EU) 2020/852 of the European Parliament and of the Council of 18 June 2020 on the
establishment of a framework to facilitate sustainable investment and amending Regulation (EU)
2019/2088 (in the following EU-Taxonomy regulation). In terms of the materiality analysis, description
of management approaches and selected KPI it follows the GRI standards (“Core” option). A detailed
overview of all GRI indicators (GRI index) is available on our homepage. Further detailed information
that is referenced in this report does not form part of the combined management report itself. Provided
no explicit statements are made for the parent company, qualitative information within the meaning of
the combined management report applies to Deutsche Börse Group and the parent company Deutsche
Börse AG. In some cases, quantitative details concerning the parent entity are disclosed separately.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | About this report
Financial statements and notes
Remuneration Report
Further information
In the course of our materiality analysis, we continuously determine and evaluate the expectations and
requirements of relevant internal and external stakeholders. To this effect, we surveyed several internal
and external stakeholders in 2021. This process is aimed at identifying the issues required to
understand the Group’s business performance, operating results, the situation of the company and the
impact of its activities on non-financial aspects. This enables us to identify opportunities and risks in our
core business activities at an early stage and define concrete action areas on this basis.
The combined non-financial statement describes the targets, activities, applied due diligence processes,
involvement of top management and other stakeholders, and the results of our concepts. The reporting
on our key topics follows our value creation process, which is explained in the chapter “How we add
value”. For a schematic representation of the contents in line with the TCFD recommendations we refer
to our TCFD index on our homepage. All the topics identified in our materiality analysis are therefore
relevant for the further structuring of this report. For an overview of the parts of the non-financial
declaration (NFD), please refer to the table “Disclosures on the non-financial declaration pursuant to
Section 289b-e or 315b-c HGB”.
We present the material topics and the related steering parameters in the sections “How we add value”
and “Our strategy and control parameters”. This year the aspects “Environmental matters” and “Respect
for human rights” were identified as material for the first time. This was due partly to the results of our
stakeholder survey and the inclusion of ESG criteria for Executive Board remuneration, as well as
regulatory developments (e.g. Supply Chain Act in Germany). Regardless of this, the environment
remains a highly relevant topic for the structuring of specific products and services. Activities in this area
are described in more detail in the section “Our markets and customers”.
Disclosures on the non-financial declaration pursuant to Section 289b-e or 315b-c HGB
Required disclosure pursuant § 289b-e or 315b-c HGB
Reference to chapter in our integrated report
Business model
Involvement of top management
Risks
Deutsche Börse: Fundamental information about the Group
Our strategy and steering parameters
ESG: Commitment and opportunity for Deutsche Börse
(+ description in the respective chapters)
Risk management
Annual and consolidated financial statements
None
Environmental matters
Employee matters
Social matters
Respect of human rights
Climate strategy and reporting
Our employees
Our Stakeholder Engagement
Capital Markets Academy
Human rights matters
Combating corruption and bribery
Compliance – including measures against corruption and bribery
Product matters (as additional aspect)
Our customers and markets
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Deutsche Börse: Fundamental information about the Group
Financial statements and notes
Remuneration Report
Further information
3. Deutsche Börse: Fundamental information about the Group
Business operations and Group structure
Deutsche Börse AG was established in 1992 and is a global company based in Frankfurt/Main,
Germany. It is the parent company of Deutsche Börse Group. Altogether, we have over 10,000
employees from 109 nations working at 69 sites.
As one of the largest providers of market infrastructure worldwide, we offer our clients a broad range of
products and services. These cover the entire financial market transaction process chain: from the ESG
business, indices and analytical solutions (pre-trading), trading and clearing services and price and
reference data based on them (trading & clearing), and the settlement of transactions right through to the
custody of securities and funds, as well as services for liquidity and collateral management (post-
trading). We also develop and operate the IT systems that support all these processes. In addition to
securities, our platforms are used to trade foreign exchange, commodities and derivatives.
Our business takes place in eight segments, which are organised as Pre-trading, Trading & clearing and
Post-trading. This structure is used for the internal Group controlling and forms the basis for our financial
reporting.
Pre-trading
Index business
Via our Qontigo subsidiary we offer an innovative range of index and analytics products with global
coverage, including STOXX® and DAX®.
Analytics business
The range of Axioma products consists of investment management solutions, including market-leading
portfolio and risk analysis software, corporate risk management across asset classes, portfolio
construction, performance attribution and regulatory reporting.
ESG business
Via our Institutional Shareholder Services subsidiary (ISS) we offer independent ESG and governance
research, proxy voting solutions, ratings and data, as well as market information and editorial content for
institutional investors and companies – worldwide. The segment ISS was introduced in 2021 and
showed its first full reporting period in the second quarter.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Deutsche Börse: Fundamental information about the Group
Financial statements and notes
Remuneration Report
Further information
Trading & clearing
Financial derivatives
The Eurex futures exchange is one of the world’s largest markets for trading financial derivatives. It offers
a wide range of international benchmark products such as interest derivatives (e.g. Euro-Bund Futures)
and equity derivatives (e.g. EURO STOXX 50® Index Futures).
Commodities
The EEX Group offers its participants a market platform for energy and commodities products in more
than 30 countries around the world. Its product portfolio comprises contracts on power, gas and
emission rights, as well as freight and agricultural products.
Foreign exchange trading
Our subsidiary 360T is the leading global provider of web-based trading technology, which enables our
customers to trade over-the-counter (OTC) financial instruments, particularly foreign exchange and short-
term money market products, as well as foreign exchange and interest rate derivatives.
Securities trading
We operate the Frankfurt Stock Exchange (FWB®). With its Xetra® trading system it operates the global
reference market for German equities and is the number one in Europe for exchange-traded funds (ETF).
Post-trading
Post-trading (settlement, custody, collateral and liquidity management)
Clearstream operates the central securities depository in Germany and Luxembourg and one international
securities depository. We offer global securities financing and collateral management for secured money
market transactions, repo transactions and securities lending.
Investment fund services (IFS)
Clearstream offers services for investment funds based on the security of the assets and the efficiency of
distribution. The Vestima® fund processing platform provides access to all fund types, from investment
funds to ETF and hedge funds. Clearstream also offers services to support fund distribution for asset
managers and fund distribution companies.
For further details, please refer to the segment reporting in the results of operations.
To reduce the complexity of financial reporting and emphasise the Group’s growth areas more clearly, we
are adjusting our segment reporting in accordance with the internal corporate management as of the first
quarter of 2022. The eight existing segments will then be condensed to four: Data & Analytics (including
the Qontigo and ISS segments), Trading & Clearing (Eurex, EEX, 360T and Xetra segments), Fund
Services (IFS segment) and Securities Services (Clearstream segment).
Deutsche Börse Group’s full group of consolidated entities is set out in Note 34 to the consolidated
financial statements.
You can find a complete list of our trademark rights on our homepage.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Deutsche Börse: Fundamental information about the Group
Financial statements and notes
Remuneration Report
Further information
Management
The governing bodies of Deutsche Börse AG, which is a German stock corporation, are the Annual
General Meeting, the Supervisory Board and the Executive Board, each of which has its own areas of
responsibility.
The Annual General Meeting rules on the appropriation of distributable profit, appoints the shareholder
representatives on the Supervisory Board and discharges the Executive Board and the Supervisory Board
of liability. In addition, it rules on equity issuance and other matters governed by Aktiengesetz (AktG,
German Stock Corporation Act).
The Supervisory Board appoints, supervises and advises the members of the Executive Board, and is
directly involved in decisions of fundamental importance to the Group. Additionally, it approves the
consolidated financial statements prepared by the Executive Board. Members of the Supervisory Board
are appointed for a period of three years, although the Annual General Meeting may determine a shorter
term of office when electing members. Members of the Supervisory Board must be appointed in
accordance with the provisions of the Mitbestimmungsgesetz (German Co-Determination Act). Deutsche
Börse’s Supervisory Board comprises eight shareholder representatives and eight employee
representatives in order to meet the growing demands placed upon Supervisory Board members in
connection with the company’s growth and that of the Group as a whole, particularly with regard to the
diversity and internationalisation of Supervisory Board work. Further details are provided in the
“Corporate governance statement”.
The Executive Board is responsible for the management of the company, whereby the Chief Executive
Officer (CEO) coordinates the activities of the Executive Board members. In the 2021 financial year, the
Executive Board of Deutsche Börse AG comprised six members. The remuneration system and the
remuneration paid to individual members is explained in more detail in the “Remuneration report”.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Deutsche Börse: Fundamental information about the Group
Financial statements and notes
Remuneration Report
Further information
Organisational structure
Our organisation is divided into six Executive Board areas as follows:
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | ESG: Commitment and opportunity for Deutsche Börse
Financial statements and notes
Remuneration Report
Further information
4. ESG: Commitment and opportunity for Deutsche Börse
Sustainability is more than an obligation for our own business model; for us it also represents an
important guiding principle for shaping capital markets. In this sense, we view sustainability from two
perspectives: on the one hand, we establish sustainability as a priority for our internal processes. On the
other hand, as a provider of market infrastructure, we offer our customers solutions that enable them to
make their own businesses more sustainable. This duality is also expressed in our sustainability strategy,
which we updated in 2021 following a wide-ranging stakeholder survey. Our sustainability strategy
reflects the topic of sustainability both in our Group strategy and across our business areas. It can be
summarised in four ambitions.
1. Lead by example. By integrating four ESG targets (employee satisfaction, ESG net revenue1, carbon
neutrality and ESG ratings) into our Executive Board remuneration we assume our corporate
responsibility in a holistic way. Our integrated report as well as the fact that our report is almost2
completely audited with reasonable assurance underlines our ambition to lead by example.
Increase transparency. Our exchanges and reporting standards (Prime Standard and guidelines)
create market clarity and provide orientation for private and institutional investors. For further
information see our chapter “Transparent markets”.
2.
3. Provide solutions. With our products we enable our customers in the financial and real economy to
carry out their green transformation economically and efficiently. We earned around seven per cent
of our net revenue with ESG products in 2021.1 For further information see chapter “Definition of
our ESG net revenue”.
4. Measure impact. We systematically review all our sustainability activities for effectiveness. To
underline their importance for the Group as a whole, sustainability indicators became part of our
steering parameters with effect from financial year 2021. In the following chapter “How we add
value” we elaborate on our value creation process.
As of 2021 our Executive Board is informed frequently of relevant market and sales performance with
regard to ESG and determines the strategic course on this basis. It is mainly monitored and managed by
our CEO and CFO, as well as via the segments: As part of the CEO division the Group ESG Strategy team
is responsible for the ESG activities within the Group and the reporting. It executes our climate strategy,
conducts market trend analysis and works closely with the business areas in implementing their product
strategies. The Group Sustainability Board oversees the implementation of our ESG strategy. The Board
convenes four times a year and in 2021 its members comprised one representative from each of the
Executive Board divisions, plus the Head of Group ESG Strategy and one Executive Board member
(2021: CFO). The individual business areas are responsible for the concrete implementation of the ESG
business strategy. In addition to the individual product areas, our risk management function is also
involved with ESG topics.
At the Supervisory Board level it is mainly the newly formed Strategy and Sustainability Committee that
deals with ESG, advising the Executive Board on matters of strategic importance. These include
sustainable corporate governance and our ESG business activities.
1ESG net revenue according to the internal definition of Deutsche Börse Group – see “Definition of our ESG net revenue”.
2Only exception are the CO2-figures. These are unaudited.
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Financial statements and notes
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Further information
5. How we add value
Our purpose is “We at Deutsche Börse create trust in the markets of today and tomorrow”. Trust is
essential for functioning markets and sustainable economies. We provide fair and transparent, reliable
and stable infrastructures that ensure safe and efficient markets around the globe. By providing market
infrastructure, we foster growth and thus contribute to the prosperity of future generations. This takes
place using a combination of several input factors of our value creation, which we describe below using
the IIRC framework.
According to IIRC terminology, we essentially need four capitals (input factors) to implement our
business model. We deploy these capitals within a binding regulatory framework: intellectual capital,
human capital, financial capital and partnerships. They enable us to create short, medium and long-
term value with our business model. Our result can be allocated to the following four outcome-
dimensions:
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Customers and markets: Our products and services contribute to increase transparency for market
participants and to enable them to price in and integrate market developments, changes and
transformations. In this way we enable better-informed decisions.
Employees: As an employer we take wide-ranging measures to use the full potential of our human
capital. Furthermore, we strengthen our employee satisfaction and loyalty. All this helps to build an
employer brand that illustrates what makes us unique and why talents should decide to work for us.
Economic situation: As a fast-growing company we create financial value, substance and returns on
which our investors, employees, customers and society can build on.
Social environment: Our value creation reaches far beyond what impacts us directly as a company – for
example including our own carbon emissions, human rights issues in the supply chain or our
involvement in financial market initiatives.
This stylised value creation process forms the basis for the other chapters in this combined management
report and for our management and steering parameters using various KPI, which we describe in the
next chapter.
6. Our strategy and steering parameters
We secure our good market position and continued viability by means of our medium-term growth
strategy Compass 2023, which defines the strategic direction and targets for the years ahead. Among
the most important secular growth drivers are the trend from over-the-counter (OTC) to on-exchange
trading, the higher demand for ESG services, the increasing importance of the buy-side, passive
investments and the digitisation of the financial sector. Inorganic growth will also play an important role.
We are aiming for overall growth in net revenue of 10 per cent p.a. on average until 2023. Secular
initiatives and M&A are each intended to contribute growth of around 5 per cent. Furthermore, earnings
before interest, tax, depreciation and amortisation (EBITDA) as well as the earnings per share before
purchase price allocations (Cash EPS) are planned to grow by around 10 per cent p.a. on average.
We have made significant progress with the implementation of this strategy in the course of last year.
Significant milestones and further information can be found on our homepage.
In a continuous process, we review our organic growth initiatives, which we rely on particularly for
expansion in secular growth markets and asset classes. As far as external growth opportunities are
concerned, the focus is on strengthening existing high-growth areas, and on exploring new asset classes
and services. Key initiatives and growth drivers are described in the “Report on opportunities”.
Additionally, also the remuneration system for the Executive Board and executive staff has created a
number of incentives for growth in the individual business divisions. The “Remuneration report” provides
a detailed description of all targets. In 2021, we also integrated ESG targets into the remuneration
system for the Executive Board for the first time – such as climate neutrality of Deutsche Börse Group,
good ESG ratings, employee satisfaction and growth in net revenue from ESG products.
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We have translated our targets into key performance indicators (KPI), which we assign to our four value
creation categories:
Overview of chapters and KPI
Chapter of integrated
report
KPI
Target
2021
Our customers and
markets
Our employees
Economic situation
System availability (customer facing IT)*
>99.5%
99.9%
Employee satisfaction*
Women in leadership positions1,*
Net revenue*
EBITDA*
Cash EPS
ESG net revenue2,*
>71.5%
>20%
10% CAGR
2019-2023
€3.5 billion
in 2021
10% CAGR
2019-2023
€2.0 billion
in 2021
10% CAGR
2019-2023
>10%
75%
21%
9% CAGR
2019-2021
€3,509.5 million
in 2021
10% CAGR
2019-2021
€2,043.1 million
in 2021
11% CAGR
2019-2021
210%
incl. ISS acquisition
Our social environment
CO2 emissions per workspace3
Net zero by 2025
(−100% vs. 2019)
−66%
vs. 2019
1) Group-wide target in senior management.
2) ESG net revenue according to the internal definition of Deutsche Börse Group – see “Definition of our ESG net revenue”.
3) Unaudited figure.
* Our most significant financial and non-financial key performance indicators.
Steering parameters for our customers and markets
As a provider of market infrastructure we maintain impartial, transparent and secure marketplaces. In
this context we use our systems availability as a key performance indicator. A value of more than 99.5
per cent is the target for our systems availability (customer facing IT) (for further information see “Our
customers and markets”).
Steering parameters for our employees
We use two key performance indicators for measuring employee-related factors: The first indicator is
used to measure employee satisfaction on an annual basis and to take action based on the results. The
second indicator is used to calculate the percentage of women in leadership positions on an annual
basis. In terms of employee satisfaction we have defined a result of more than 71.5 per cent approval in
the annual employee survey as the target. For the proportion of women in leadership positions the goal
was set to reach over 20 per cent in senior management. On 31 December 2021 the proportion of
women in senior management was 21per cent. For 2022, we have made a voluntary commitment that
exceeds the requirements of section 76 (4) AktG. We want to have a percentage of women in leadership
positions of 22 per cent in senior management and of 30 per cent in lower management (see “Our
employees”).
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Steering parameters for our economic situation
The most important key performance indicators for the management of our economic situation are net
revenue and EBITDA, since these are vital for the successful execution of our growth strategy and set
incentives for profitable growth. The basis is net revenue in the consolidated financial statements. This
consists of sales revenue plus the treasury result from banking and similar business as well as other
operating income, less volume-related costs. The strategic focus on growth means that net revenue is
very important for our Group. One of the most important pillars of the corporate strategy, in addition to
absolute growth, is the profitability of this growth. To indicate this strategic relevance, EBITDA is one of
the core metrics for controlling our Group and implementing the corporate strategy. EBITDA stands for
earnings before interest, tax, depreciation and amortisation and as such reflects our profitability. It is a
common indicator for measuring profitability. Another key financial control criterion is earnings per share
before purchase price allocations (Cash EPS), since all profit and loss effects are reflected in this
indicator and it can therefore be used to measure the successful implementation of the growth strategy.
ESG net revenue3 is the indicator for the ESG business in the context of our growth strategy. The aim is
to keep expanding the ESG business and continue our growth in this area. Therefore, we are aiming for
annual growth of 10 per cent in our net revenue from ESG products. (see chapter “Our economic
situation”).
Steering parameters for our social environment
Our objective is to become climate-neutral on a net basis by 2025. All our efforts will be reviewed by the
Science Based Target initiative (SBTi) by the end of 2023. We ensure the climate-neutrality of our Group
by avoiding at least 70 per cent of our CO2 emissions per workspace by 2022 and compensate for the
remaining emissions by means of emissions reduction projects (see chapter “Our social environment”).
Outside-in steering parameters: Ratings
We also include the results of our credit and ESG rating agencies as additional steering parameters. This
outside-in view serves as an external evaluation of our actions as well as our results and plans.
Therefore, the outside-in view is an important steering function for us.
In terms of credit ratings, we aim at Group level for a net debt/EBITDA ratio not exceeding 1.75 and free
funds from operations (FFO) relative to net debt greater than or equal to 50 per cent, in order to achieve
the “minimum financial risk profile” consistent with the current AA rating in accordance with S&P Global
Ratings methodology. In addition, an interest coverage ratio of at least 14 is targeted for Deutsche Börse
Group using this methodology. For further information see credit ratings.
In terms of ESG ratings, our aim is to achieve a place in the 90th percentile in three leading
independent ESG ratings (S&P, Sustainalytics, MSCI). In addition to the actual ESG rating, we therefore
monitor the development of our ESG ratings very closely, in order to systematically identify and realise
potential for improvements over the years. For further information see our stakeholder engagement.
3 ESG net revenue according to the internal definition of Deutsche Börse Group – see “Definition of our ESG net revenue”.
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Financial statements and notes
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7. Our customers and markets
As a provider of market infrastructure we consider that it is our fundamental responsibility to support the
stability and economic success of capital markets. We fulfil this responsibility in part by keeping our
systems available and secure, and meet the expectations of our clients, who trust us to provide stable
secure trading platforms. Furthermore, we ensure that markets are transparent by means of our data and
analytics services, along with our listing rules and guidelines. In this area, we make a distinction
between mandatory requirements and non-binding guidelines for issuers. This chapter reports on these
aspects and refers to individual ESG products where appropriate.
Selected information about our markets
Total assets under management in ETFs based on Qontigo indices
Assets under management in ETFs based on Qontigo ESG indices
Number of calculated indices
thereof ESG
Listed companies
thereof in Prime Standard
Total issue proceeds for bonds
Issue proceeds for green bonds
System availability (customer facing IT)
Our market infrastructure
€bn
€m
Number
Number
Number
Number
€bn
€m
%
2021
117.9
1,383.6
11,161
2,051
490
316
2020
100.4
399.3
13,000
1,605
498
313
48,138
41,128
225
99.9
257
99.9
As an international exchange operator and innovative provider of market infrastructure, we cover the
finance sector’s entire value chain with our products, services and technologies. Our business units offer
the entire range of index and ESG data, analytics and research solutions, trading and clearing of
investment instruments, settlement and custody of securities and other financial instruments, securities
and collateral management, and investment fund services.
Our products enable market participants to make better-informed decisions and to price in, and put a
price on, ESG-characteristics. We describe our products and the financial results that we achieve with
these products in the segment reporting in “Results of operations”.
For further information on our (ESG) products we refer to our homepage.
Stable and secure markets
In order to be a reliable partner for our customers, we attach great importance to system stability and
availability, information security and data protection. We therefore test the security of our systems
continuously and update them regularly in close coordination with the governing bodies and the
Executive Board.
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Further information
System stability and availability
The availability of our client-focused trading systems is an important indicator of the overall quality that
we achieve when developing and operating our systems. Deutsche Börse AG operates its trading
systems for the cash and derivatives markets as redundant server installations, distributed across two
geographically separated, secure data centres. Should a trading system fail, it would be operated from
the second data centre. Together with clients, Deutsche Börse successfully simulated this scenario in
2021 – as well as the impact of local disruptions – within the scope of the FIA Test (the annual
disaster recovery exercise conducted by the Futures Industry Association). As of the reporting year, this
kind of disaster recovery test is carried out after every larger software release. Other disruptions, such
as workstation malfunctions or personnel failures, were also tested. The COVID-19 pandemic has also
meant that the emergency workstations have been permanently in use since March 2020.
Our multiple testing of software, its verified roll-out and the seamless monitoring of servers, network
and applications has brought availability back up to 99.9 per cent. For 2022, we plan additional steps
to even further increase our fault tolerance.
Information security
Our approach to avoiding attacks on IT systems and their data is based on a model with three lines of
defence. The first line of defence is located in the IT organisation and the business units, the second is
in the risk management function. This division of responsibility enables effective control mechanisms
and avoids conflicts of interest when managing information security. The internal audit function is the
third line of defence and independently monitors the two forward lines (see “Risk management”).
In the course of their mandates and responsibilities, the managers responsible for the first and second
lines of defence report to the relevant Executive Board members and governing bodies, such as the
Group Risk Committee (at least quarterly). At least once a year both lines of defence report to the entire
Executive Board and to the Risk and Technology Committee of the Supervisory Board.
In order to maintain the integrity of our Group’s data, and in order to mitigate and control the risks, we
are continuously implementing measures to increase information security. They include regular threat
analysis, for example, and the systematic testing of our applications for vulnerabilities. The aim is
proactively to make procedures, applications and technologies against cybercrime and other potential
attacks more robust by adapting them to the current threats and regulatory requirements. The foundation
for this is a set of policies and processes together with specific control measures based on the
international information security standard ISO/IEC 27001.
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The information security function checks that the requirements with regard to information security and
information security risk management are adhered to; it also monitors the systemic integration of and
compliance with security policies in the context of product and application development. The Group
operates a situation centre (Computer Emergency Response Team, CERT), which detects and assesses
threats from cybercrime at an early stage, and coordinates risk mitigation measures in cooperation with
the business units. Across the Group we also operate a programme to sensitise our employees to the
responsible handling of information, raise their awareness of information security aspects and report
security incidents promptly to the CERT. All in all, our security approach includes overall measures in
accordance with ISO/IEC 27001 covering both the development phase and the operational phase.
Furthermore, we are a full member of national associations (Cyber Security Sharing and Analytics,
CSSA), trade associations (World Federation of Exchanges) and international networks (Financial
Services Information Sharing and Analysis Center, FS-ISAC) which contribute significantly towards a
forward-looking stance vis-à-vis cyber threats, and the development of strategies to fend off such threats.
For a description of the risks we refer to “Information technology risks”.
Data protection/protection of personal data
Deutsche Börse Group has exposure to a plethora of sensitive information during the course of its business
activities. We again took steps to comply with data protection legislation in 2021, particularly in terms of
appropriate and transparent processing of personal data, and continuously developed our processes. The
Executive Board has appointed a data protection officer and established the Group data protection function,
which helps to ensure compliance with the data protection framework, itself based on the EU General Data
Protection Regulation. To this end, the data protection function informs and advises the individual legal entities
on the minimum standards for data protection. The data protection function also serves as a contact for data
protection authorities, and supports the business units in their assessments of the data protection risks. It
supports a stronger culture of data protection at Deutsche Börse Group by raising awareness and providing
training on data protection in the context of the Group’s business activities and ongoing legal developments.
The data protection function’s monitoring framework is incorporated into the structure of our compliance
safeguards and controls, as a second line of defence on data protection. The data protection officer informs the
Executive Board annually and as needed on the status of data protection within the company and the measures
to expand the data protection framework.
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Transparent markets
On our markets prices, volumes and expectations become evident via supply and demand. Our goal is to
increase the transparency of our market participants from an issuer perspective while remaining a
neutral provider of market infrastructure.
To this end, we are pursuing the following measures:
Provide binding and non-binding transparency requirements
Incentives for companies to publish ESG information
For further information on our ESG products we refer to our homepage.
Mandatory transparency requirements
Section 42 (1) Börsengesetz (BörsG, German Exchange Act) authorises exchanges to impose additional
admission requirements and further notification duties upon equity issuers, for parts of the regulated
market. Frankfurter Wertpapierbörse (FWB®, the Frankfurt Stock Exchange) used this authorisation in its
Exchange Rules (section IV, sub-section 2) to create the “Prime Standard” in 2003. One feature of the
Prime Standard is the special post-admission obligations, which are monitored by FWB, with any
breaches penalised by the exchange’s Sanctions Committee.
Over and above statutory requirements under the Wertpapierhandelsgesetz (WpHG, German Securities
Trading Act), Prime Standard issuers must submit their financial reports (annual and half-yearly reports),
as well as their quarterly statements for the first and third quarter, to FWB, in German and/or English
and within set deadlines. Annual financial reports for reporting periods beginning on or after 1 January
2020 also have to be sent to FWB in the European Single Electronic Format (ESEF). Moreover, Prime
Standard issuers must submit their calendars of material corporate events to FWB, hold an analysts’
conference at least once a year and publish any inside information in English as well as German. All
submissions to FWB must be carried out via the Exchange Reporting System (ERS®). This electronic
interface allows for efficient sorting and display of data, helping to spot any impending failure to meet a
deadline. This allows FWB to support issuers to fulfil their transparency duties in the best possible
manner by sending out e-mail reminders prior to each deadline. The FWB continues to rely on the
recommendations for action already developed in 2020 to address difficulties that occur in relation to
the impact of the COVID-19 pandemic on the issuer and have an impact on meeting deadlines for the
publication of financial reports.
FWB continues to use the recommendations developed in 2020 in the event of difficulties affecting
issuers in connection with the impact of the COVID-19 pandemic on compliance with the deadlines for
the publication of financial reporting. All reports and data submitted to FWB are subsequently available
at www.boerse-frankfurt.de/en, the exchange’s website, under the respective issuer’s name. Information
is thus accessible to interested investors in a compact, easy-to-find manner, creating a particular level of
market transparency within the Prime Standard segment. Submission via ERS allows for monitoring
fulfilment of transparency requirements – seamlessly and without delay.
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Deutsche Börse Group also considers that it has an obligation to strengthen trust in the capital markets.
We have therefore decided to subject our regulations to an in-depth review and revision process
involving the various regulators. In this context, for instance, it was explicitly stipulated in the FWB
Exchange Rules that an issuer may not have applied for or be in insolvency proceedings when its shares
or certificates representing its shares are admitted to the Prime Standard. An issuer whose shares or
certificate representing its shares are admitted to the Prime Standard is therefore obliged to notify the
management of FWB without undue delay if any application is made to open insolvency proceedings for
its assets or any insolvency proceedings are opened. FWB management was also explicitly authorised to
revoke the admission to the Prime Standard of shares or certificates representing shares of an issuer
whose assets are subject to an application for insolvency proceedings or the insolvency proceedings
themselves.
Furthermore, on 1 July 2021 a legal basis was also created by legislation that enables the management
of FWB to make public on the exchange website decisions on measures and sanctions against issuers
and others pursuant to section 22 (2) sentence 1 and 2 and section 42 (2) sentence 1 Börsengesetz
(BörsG, German Exchange Act). Eight announcements about sanctions imposed on issuers were
published on the exchange website up to 31 December 2021.
Our activities and proposals to promote the transparency of capital markets aim to speed up penalty
proceedings, increase fines for infringements and to provide investors with transparent information about
the issuers concerned and the steps and sanctions that have been taken against them.
Deutsche Börse Group launched a segment for green bonds – bonds issued to raise capital for projects
with climate and environmental benefits – on the Frankfurt Stock Exchange in November 2018. This
segment currently comprises 315 bonds that meet international standards such as the Green Bond
Principles of the International Capital Market Association. They include the use of issue proceeds, the
project selection process, management and ongoing reporting. The new segment caters to the demand
for sustainable financing, which is rising all over the world. Investors who care not only about the
economic, but also the ecological return of their investments can find bonds with the right strategy at
www.boerse-frankfurt.de > Bonds > Green Bonds. The bonds included in Deutsche Börse’s segment
are admitted for trading at various European stock exchanges, including the Frankfurt Stock Exchange.
ESG Best Practice Guide
In connection with the adoption of national policies for implementing the EU Directive on Corporate
Sustainability Reporting in effect since 2017, we took the opportunities offered by various meetings and
forums with representatives from politics, business and society to position our ESG Best Practice Guide
as a manual for companies affected by the legislation. The guide compiles internationally accepted
reporting methods, including examples of best practice, and its seven recommendations provide a
structured guide on how to deal intelligently and above all, efficiently, with the subject of sustainability in
capital market communications. It is therefore particularly suitable for small and medium-sized
enterprises and for reporting beginners.
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Financial statements and notes
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Further information
Product quality and customer satisfaction
Our Group growth strategy Compass 2023 (see “Our strategy and steering parameters”) is intended to
make us more agile, ambitious and effective, and to sharpen our focus on the customer. By improving
our organisation, we aim to better address changing client needs and gradually realise unused potential
by means of a Group-wide approach to marketing, sales, innovation and product development.
Internally, we ensure product quality and customer satisfaction by means of functioning internal control
processes (see “Risk management”) and functioning IT security (see “Stable and secure markets”).
We carry our regular customer surveys for external quality assurance. One example is Clearstream’s
client services survey. This survey aims to identify customer needs and prioritise and address
enhancement requests to further improve products and services. The results of this survey are taken up
by the Clearstream Management Committee, where concrete actions are taken to address customer
needs. In 2020 the surveys at EEX, Eurex, 360T and Clearstream were harmonised; they now also
include a standardised Net Promoter Score (NPS). The companies ask their customers how willing they
would be to recommend the service provider – with the aim of informing the Executive Board of the
respective group company and employees about the results shortly after the survey is completed.
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8. Our employees
The commitment and skills of our employees are a vital cornerstone for Deutsche Börse Group. Together
with our corporate values of performance, reliability, integrity, openness and responsibility they define
our corporate culture and form the basis of our commercial success. For this reason we have an active
People strategy, promote diversity and inclusion, and systematically measure how attractive we are as an
employer.
People strategy
Working in its four strategic dimensions (Attract, Develop, Engage, Lead), our HR strategy aims to attract
talents, to develop them, to enable them to engage effectively and to continue their personal and
professional development. These four dimensions form the foundation for three long-term projects. With
these projects we aim to create a flexible and sustainable working environment that offers our employees
optimal working conditions.
Trust@Work is intended to create the conditions for effective collaboration in a world of hybrid work
across team boundaries and projects. In this context we are working to develop a flexible working
environment, which will transform our offices into a space for collaboration, creativity and innovation.
This process is backed up by DigitizeHR, a project to fully digitise our operating HR processes.
MissionGrow! is our project for optimising development opportunities for our employees. We continue to
bank on transparency, equal opportunities and a culture of continuous feedback.
In order to create the right framework to implement the strategic objectives of our projects, we have
reorganised the HR department. A business partner team as well as a strategic concept and project team
have been added. We have also set up a global HR services team that is being expanded continuously.
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Employer attractiveness
We can only achieve lasting success if we attract top talents to Deutsche Börse Group and ensure they
are enthusiastic about working for us over the long term. In this spirit, we have redefined our employer
brand and defined our employer value proposition in the formula “Share value”. It conveys the message
that with us new talents become part of an international team that drives positive change and is
characterised by curiosity and an open mind. We welcome people from all different origins, age groups
and personal backgrounds, and want to give them the opportunity to grow with us. We achieve this with
a series of apprenticeships and training programmes. Internal courses – on cloud computing, agile
development methods and digitalisation, for example – are the logical continuation of these
apprenticeships and are supplemented by mentoring programmes and personality-based courses, on
communication, assuming responsibility and becoming a team player, for instance.
We expanded our existing range of specific training courses for our managers in 2021. These
programmes aim to support them in their role as providers of feedback and in personnel development.
Since 2021 we have also given managers the opportunity to take part in a 360 degree feedback. This
format enables managers to receive specific feedback on their strengths and areas for development from
employees, peers and their own managers.
Further information about participation by employees and managers in training and development
measures can be found in the table “Key data on Deutsche Börse Group’s workforce as at
31 December 2021”.
In our annual staff survey, the People Survey, which also deals with subjects such as understanding
strategy and teamwork, we got good marks for our attractiveness as an employer (85 per cent approval).
The largely positive feedback we have received here underlines how we stand for a working environment
which makes it easy for staff to reconcile their career and their private life, with flexible models for
working hours, allowances for child care, part-time degree courses and part-time work. For this purpose,
we survey the average value of the two topics Strategic Alignment & Organisational Framework and
Team Effectiveness & Collaboration annually. Our goal is to achieve a value of more than 71.5 per cent.
In 2021, we achieved a value of 75 per cent.
The following graph “Results of our annual People Survey 2021” shows what employees think about the
subjects of understanding strategy and teamwork.
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Promotion of diversity and inclusion
Deutsche Börse Group operates around the world. At our 69 locations around the world we have over
10,000 employees from the most diverse cultural backgrounds. Our diversity is not only apparent in the
origins of our employees, however, but also in the breadth of professional expertise and the many other
differences that make up each individual personality in our team.
We are convinced that this diversity is decisive for our global success. We see the wealth of individual
characteristics and strengths as the key to fulfilling our corporate purpose. For this reason we strive to
create an inclusive working environment in which everyone feels welcome and where they feel
comfortable about contributing their ideas.
We are a signatory of the “Diversity Charter” and acknowledge our corporate social responsibility as
expressed in the Code of Conduct that applies throughout the Group. A public Diversity & Inclusion
statement in which we express our appreciation of all present and future employees and a Diversity &
Inclusion policy constitute further elements of our diverse and inclusive working environment.
We do not tolerate any discrimination, whether on the grounds of age, gender, physical or health
disability, sexual orientation and identity, ethnic origin or belief and irrespective of whether behaviour
among employees is concerned or the placing of orders with third parties. We have therefore
implemented processes designed to ensure equal treatment in the selection of personnel and enable the
Group to take prompt action whenever discrimination is suspected. No cases of discrimination requiring
further action were reported to our whistleblower system in 2021.
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Furthermore, we deliberately decided against the centralised management of our diversity and inclusion
programmes. Instead, we established a Group-wide Diversity & Inclusion Council last year. The members
of the council represent our global workforce and our different minorities; they inform and advise the
Executive Board on initiatives and act as trusted third parties and personal contacts for the employees.
The council strives to ensure that our everyday workspace continues to be a place where everyone feels
appreciated and gets the opportunities they deserve.
Ensuring equality of opportunities for men and women has long been part of our corporate social
responsibility, because we do not want to do without the knowledge and competences of female
managers and the performance potential of diversified teams. In this spirit, one of our particular
aspirations is to increase the proportion of women at the management level. Our various programmes for
promoting talent, and so also for qualifying women for management positions, contribute to the long-
term advancement of women. Other measures include focussed succession planning, as well as internal
and external mentoring and training programmes. Exchanges among female colleagues are encouraged
by an internal women’s network. In addition, our Capital Markets Academy offers special training
courses for women on financial planning, investment and retirement saving, among other things.
For details regarding targets for female quotas, please refer to the section entitled “Corporate governance
statement – target figures for the proportion of female executives beneath the Executive Board” and the
“Comparison with the forecast for 2021”.
The results of our staff survey on diversity and inclusion confirm that our employees feel that they are
welcome here with us (92 per cent positive) and that they are treated fairly and respectfully by their
managers (95 per cent positive), regardless of their ethnic origins, their gender or their cultural
background. This positive feedback confirms us in our intention to keep expanding our programme for
diversity and inclusion, in the spirit of creating a fully inclusive working environment.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our employees
Financial statements and notes
Remuneration Report
Further information
Staff developments
As at 31 December 2021 Deutsche Börse Group employed a total of 10,200 staff (women: 4,124;
men: 6,068; other: 8; 31 December 2020: 7,238), drawn from 109 nationalities at 69 locations
worldwide. The average number of employees in the reporting period was 9,347 (2020: 6,996). At
Group level, this corresponds to an increase of around 34 per cent compared with the previous year.
Our fluctuation rate was 12.7 per cent (31 December 2020: 6.3 per cent). At the end of the year under
review, the average length of service for the company was 7.3 years (2020: 8 years).
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our employees
Financial statements and notes
Remuneration Report
Further information
The number of Deutsche Börse AG’s employees rose by 50 during the year under review to 1,743 as at
31 December 2021 (comprising 664 women and 1,079 men; 31 December 2020: 1,693). The
average number of employees at Deutsche Börse AG in the 2021 financial year was 1,715 (2020:
1,605). On 31 December 2021, employees of Deutsche Börse AG worked at six locations.
For more details, please refer to the table entitled “Key data on Deutsche Börse Group’s workforce as at
31 December 2021”.
Key data on Deutsche Börse Group’s workforce as at 31 December 2021 (part 1)
Deutsche Börse AG
Deutsche Börse Group
All locations
Germany
Luxembourg
Czech Republic
Male
Female
Male
Female
Male
Female
Male
Female
Employees (Headcount)1
1,079
50 years and older
40−49 years
30−39 years
Under 30 years
Average age
Employee classification
Full-time employees
Part-time employees
Length of service
Under 5 years (%)
5–15 years (%)
Over 15 years (%)
Staff turnover
Joiners
Leavers
Training
Training days per
employee (FTEs)
371
275
323
111
44
1,023
56
42
32
26
107
57
664
146
151
266
101
40
459
205
44
33
23
67
28
2,037
1,371
587
541
683
219
43
1,894
143
44
33
23
204
104
282
317
572
194
40
895
476
44
35
21
159
73
673
217
245
156
56
44
638
35
32
26
42
52
57
425
103
143
126
53
42
281
144
33
28
39
41
42
701
36
201
373
91
37
685
16
51
48
1
112
58
400
10
87
225
78
35
280
120
52
48
1
82
44
2.1
2.8
2.1
2.6
2.3
3.1
3.1
4.5
1) Due to missing information (e.g. gender or age), headcounts of subcategories do not always add up to the total.
24
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our employees
Financial statements and notes
Remuneration Report
Further information
Key data on Deutsche Börse Group’s workforce as at 31 December 2021 (part 2)
Deutsche Börse Group
Ireland
USA
Other locations
Employees (Headcount)1
50 years and older
40−49 years
30−39 years
Under 30 years
Average age
Employee classification
Full-time employees
Part-time employees
Length of service
Under 5 years (%)
5–15 years (%)
Over 15 years (%)
Staff turnover
Joiners
Leavers
Training
Male
Female
Male
Female
Male
Female
Total
(part 1
and 2)
257
263
19
80
64
94
36
13
92
91
67
36
255
2
228
35
65
26
10
44
33
38
43
19
20
25
749
161
165
223
135
37
745
4
52
37
11
121
133
376
1,651
1,289
10,200
85
82
94
86
37
182
337
528
517
34
70
1,765
184
385
571
31
2,477
3,521
2,162
38
366
1,620
1,236
9,131
10
31
53
1,069
51
33
16
67
69
66
28
5
487
270
67
28
5
51
33
16
377
203
1,882
1,184
Training days per employee (FTEs)
3.2
3.4
0.1
0.2
1.0
1.3
2.0
1) Due to missing information (e.g. gender or age), headcounts of subcategories do not always add up to the total.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
9. Our economic situation
The third dimension of our integrated report is the economic situation. It is the result of developments by
our customers and markets, and the commitment of our employees. In the following section we therefore
look at the macroeconomic and sector-specific environment, the course of business, our earnings, the
development of profitability and other financial performance indicators.
Macroeconomic and sector-specific environment
Secular growth factors are a core element of our strategy. We can plan them, manage them and adjust
them to external circumstances. Our business performance is also influenced by macroeconomic and
sector-specific factors that are beyond our control, however. Looking at the reporting year, these related
mainly to the course of the COVID-19 pandemic and the accompanying measures to limit the spread of
infections, together with their economic impact. The following aspects are particularly noteworthy:
Uncertainty among participants on financial and capital markets concerning the progression of the
pandemic and a resulting reluctance regarding investment decisions.
Monetary policy measures by central banks to offset the economic effects of the pandemic.
Higher new borrowing by many states to alleviate the consequences of the pandemic.
Low volatility as measured by the VSTOXX index, given the large amounts of liquidity being provided.
An increase of inflation in the USA and Europe and consequently an increase in interest rate
expectations.
Regulatory projects and the resulting stricter requirements for capital market participants.
In its January estimate (2022) the International Monetary Fund (IMF) predicted global economic growth
of 5.9 per cent for 2021. Growth of 5.2 per cent is expected for the euro area and of 2.7 per cent for
Germany.
Business developments
2021 was again dominated by the course of the COVID-19 pandemic. The economic optimism that
began in the first half of 2021 was partly the result of a positive reporting season, and so companies’
higher earnings expectations, and partly due to the success of vaccination campaigns around the world.
These conditions helped to settle the nerves of many market participants. The main global indices
approached record highs as a result, whereas market volatility moved sideways at a low level on an
almost constant plane. Market activity, the need to hedge portfolios and therefore trading volumes in
various asset classes, declined as a result. This particularly affected the trading-based segments, which
also had to suffer comparisons with the high figures from the same period the previous year.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
In the second half-year, the emergence of the Delta variant of the coronavirus again caused uncertainty
concerning the economic consequences for the markets. High inflation rates on both sides of the Atlantic
were also a surprise and caused inflation expectations on financial markets to be revised upwards. This
was accompanied by the assessment of market participants that the central banks would change the
direction of their monetary policy faster than previously thought. Nominal interest rates rose accordingly
around the world, especially short-term rates. Over the full year, the low-interest rate environment still
had a negative effect on net interest income from banking business in the Clearstream segment,
however.
Results of operations
Our financial year 2021 was marked by a persistent phase of low market volatility and subdued market
activity as a result. This reduced net revenue, especially in the trading segments Eurex and Xetra. Net
interest income from banking business in the Clearstream segment also declined as a result of US
interest rate changes and was only partly offset by growth in securities settlement and custody. This
reduced the Group’s cyclical net revenue by some 4 per cent. The effect was offset by strong secular
growth and the impact of M&A. The Group’s secular net revenue went up by 6 per cent. The fastest
secular growth was reported by the IFS segment. This is due partly to solid growth in fund settlement
and fund custody and partly to the strong performance of the fund distribution business. Following the
purchase of the remaining 49 per cent of the shares in Clearstream Fund Centre from UBS, the IFS
segment also profited from a positive non-recurring valuation effect of some €40 million, which is also
included in net revenue. Uncertainty among market participants concerning further developments on
power and gas markets drove trading in power and gas products, especially in the second half of 2021,
leading to a new record for net revenue in the EEX segment. Net revenue therefore increased year-on-
year by 9 per cent in 2021 to €3,509.5 million (2020: €3,213.8 million).
The ISS and EEX segments accounted for 93 per cent of ESG net revenue4 at Group level in 2021. This
mainly consists of net revenue from governance solutions, corporate solutions and ESG in the ISS
segment, and trading in renewable energy products in the EEX segment. In aggregate, ESG net revenue
accounted for 7 percent of total net revenue for Deutsche Börse Group.
Operating costs came to €1,551.6 million (2020: €1,368.7 million), an increase of 13 per cent on the
previous year. The increase is due entirely to M&A-related growth, especially the acquisition of ISS. Staff
costs went up to €1,002.1 million (2020: €822.9 million), other operating expenses of €549.5 million
(2020: €545.8 million) were on par with the previous year.
Result from financial investments increased to €85.2 million (2020: €24.3 million). Various minority
investments contributed to this positive performance. The investment in Clarity AI, Inc. accounted for
valuation effects of some €45 million.
This boosted earnings before interest, tax, depreciation and amortisation (EBITDA) year-on-year by 9 per
cent to €2,043.1 per cent (2020: €1,869.4 million).
4ESG net revenue according to the internal definition of Deutsche Börse Group – see “Definition of our ESG net revenue”.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
Depreciation, amortisation and impairment losses, which are reported separately from the operating
costs, came to €293.7 million in the reporting period (2020: €264.3 million). The change stems
mainly from purchase price allocations for business combinations. A compensating factor was the
decision to bring the amortisation period into line with the useful life of the assets (see Note 3).
The financial result improved to €–40.1 million (2020: €–76.9 million) and benefited from the positive
impact of adjusting the expected interest rate for potential tax back-payments. The previous year’s
financial result also included costs in connection with the issue of a hybrid bond.
The Group’s tax ratio of 26 per cent was on par with the previous year.
Overall, the net profit for the period attributable to Deutsche Börse Group shareholders was
€1,209.7 million (2020: €1,079.9 million), a year-on-year increase of 12 per cent. Undiluted earnings
per share were €6.59 (2020: €5.89) for an average of 183.5 million shares. Earnings per share before
purchase price allocations (Cash EPS) were €6.98 (2020: €6.07).
Net profit for the period attributable to non-controlling interests amounted to €55.2 million (2020:
€45.2 million) and comprised mainly earnings attributable to non-controlling shareholders of EEX
Group, ISS HoldCo Inc. and Qontigo GmbH.
Development of profitability
Deutsche Börse Group’s return on shareholders’ equity expresses the ratio of net income after taxes to
average equity available to the Group during 2021. In the reporting year, it was at 18.2 per cent (2020:
18.1 per cent).
Comparison of results of operations with the forecast for 2021
On the basis of our diversified business model and the resulting growth opportunities we predicted an
increase in net revenue to some €3.5 billion for financial year 2021, whereby the growth rate for secular
net revenue should be at least 5 per cent. We expected additional net revenue contributions from the
acquisitions of Clearstream Fund Centre and ISS. By contrast, we believed that declines in cyclical net
revenue were likely in view of interest rate developments and changes in market volatility. At the time
the forecast was made the further development of worrying coronavirus variants and their
macroeconomic effects were not foreseeable. Despite this, we reported an increase of 9 per cent in net
revenue to €3,509.5 million, with secular net revenue growth of 6 per cent. This means we met our
forecast.
Furthermore, we predicted an increase in earnings before interest, tax, depreciation and amortisation
(EBITDA) to around €2.0 billion. Strict management of operating costs in line with earnings growth and
positive valuation effects in net income from financial investments led to EBITDA growth of 9 per cent to
€2,043.1 million. This also corresponds to the forecast.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
As a result of the M&A growth mentioned above, particularly the acquisition of a majority stake in ISS,
the ratio of net debt to EBITDA exceeded the target limit of 1.75 at year-end, with a figure of 2.0. As
expected, the Group’s cash flow from operating activities was clearly positive. Planned investments in
intangible assets and property, plant and equipment of €200 million finally amounted to
€206.4 million. Based on the dividend proposal to the Annual General Meeting of €3.20 per share, the
dividend ratio of 49 per cent will be in the middle of the planned range of 40 to 60 per cent.
Comparison forecast 2021 with financial year 2021
Net revenue
EBITDA
Forecast 2021
€bn
~3.5
~2.0
Financial year
2021
€m
3,509.5
2,043.1
Qontigo (index and analytics business) segment
Key indicators Qontigo (index and analytics business) segment
Net revenue
ETF licences
Exchange licences
Other licences
Analytics
Operating costs
EBITDA
2021
€m
258.7
41.3
33.9
107.6
75.9
–123.3
180.6
2020
€m
248.1
34.7
34.7
105.6
73.1
–123.8
124.1
Change
%
4
19
–2
2
4
–0
46
In the Qontigo (index and analytics business) segment, we report on the development of our subsidiary,
Qontigo, which was formed through the merger of the index business STOXX and DAX with Axioma in
September 2019. In the index business, Qontigo offers issuers an extensive range of indices, thus
providing these issuers with a wealth of opportunities to create financial instruments for even the most
diverse investment strategies. While the ETF licence revenues depend on the volume invested in
exchange-traded index funds (ETFs) on STOXX® and DAX® indices, the exchange licence revenues are
derived mainly from the volume traded in index derivatives on STOXX and DAX indices on Eurex. Licence
fees from structured products are shown as part of other licence fees. In Analytics, Qontigo offers its
clients risk analytics and portfolio-management software. With regard to ESG, Qontigo contributes by
licensing sustainable index solutions.
The financial year 2021 saw growing economic optimism combined with expansive fiscal policies to
alleviate the implications of the COVID-19 pandemic, leading to record highs in both STOXX and DAX
indices. Accordingly, average assets under management in ETF based on STOXX and DAX indices rose
significantly and contributed positively to net revenues. Revenues from exchange licences, however,
decreased slightly in the reporting period because of their dependency on trading volumes in STOXX and
DAX index derivatives on Eurex. These had been extraordinarily high in 2020 and fell in 2021 due to an
environment of low market volatility. Other licences revenue benefitted from growth in the business with
buy-side clients and structured products issuers.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
In the analytics business, net revenues increased moderately despite restrictions imposed to contain the
COVID-19 pandemic continuing to slow down sales activity through reduced travel, remote working, and
decreased client propensity to implement IT projects. Additionally, exchange rates had an unfavourable
impact due to the depreciation of the USD relative to the EUR compared to 2020. Net revenue in this
area is partly recognised upfront on the day of transaction, independently of the contract’s cash flow
profile, leading to positive and negative deviations of recognised revenue from the run-rate associated
with the existing customer portfolio.
The former equity method measurement of Clarity AI, Inc. had a positive valuation effect of some
€45 million for the full year on the result from financial investments.
ISS (Institutional Shareholder Services) segment
Key indicators ISS (Institutional Shareholder Services) segment
Net revenue
ESG
Non-ESG
Operating costs
EBITDA
20211
€m
223.9
158.2
65.7
–155.4
63.4
2020
€m
Change
%
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
1) Fully consolidated as at 25 February 2021, see Note 2.
The segment ISS (Institutional Shareholder Services) was introduced in 2021 and showed its first full
reporting period in the second quarter. Here we report on the development of our majority owned
subsidiary Institutional Shareholder Services, Inc., which is a US-based leading provider of corporate
governance and responsible investment solutions, market intelligence, fund services, and events and
editorial content for institutional investors and corporations, globally. ISS operates at-arm’s-length and
we have adopted principles protecting the independence and integrity of ISS’ research offerings. The
transaction was closed on 25 February 2021, therefore the financial figures include some transactional
effects. The net revenue summarised under ESG includes the Corporate Solutions, ESG Analytics and
Governance Solutions businesses. With this ISS was the largest contributor regarding ESG net revenue5
within our Group in 2021. The Non-ESG net revenue contains the business areas Market Intelligence,
Media as well as among others the entities FWW (fund data), LiquidMetrix and SCAS (Securities Class
Action Services).
5ESG net revenue according to the internal definition of Deutsche Börse Group – see “Definition of our ESG net revenue”.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
In the 2021 financial year, the Corporate Solutions business showed strong growth due to increased
demand from companies seeking to comply with market standards. As a leading provider, ISS supports
clients in terms of designing and managing their corporate governance, executive compensation,
sustainability and cyber risk programmes. ESG Analytics is the fastest growing area within ISS and as
such contributed very positively to net revenue in 2021. This business enables institutional investors to
develop and integrate responsible investment strategies, engage on responsible investment issues, and
monitor portfolio company practices and performance through screening solutions, cyber risk
assessments, and the proprietary financial measure, economic value added. Governance Solutions,
which encompasses ISS’ well-established services, offering institutional clients solutions to apply their
corporate governance views, identify environmental, social and governance risk, and manage their
complete proxy voting needs on a global basis, also performed well in the reporting period.
The ISS Market Intelligence business included in the Non-ESG reporting line showed a stable
development. This service provides critical data, insight, and workflow solutions to global asset
managers, insurance companies and distributors, steering strategy and data driven decision making
across a wide range of financial products. To position ISS as a market leader in this space ISS completed
two acquisitions in 2021. The first was Rainmaker Information on 1 September 2021, a leading
platform delivering data, research, events, and media solutions to the Australian financial services
market. The second acquisition, Discovery Data, closed on 9 December 2021. The company is a market
leading supplier of mission critical financial intermediary data for the financial services industry, serving
the sales, distribution and recruitment departments of U.S. asset managers and insurers.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
Eurex (financial derivatives) segment
Key indicators Eurex (financial derivatives) segment
Net revenue
Equity index derivatives
Interest rate derivatives
Equity derivatives
OTC clearing
Margin fees
Eurex data
Other
Operative Expenses
EBITDA
2021
€m
995.8
389.9
225.7
49.5
57.1
68.0
63.0
142.6
– 387.7
624.2
2020
€m
1,110.3
540.5
200.1
48.4
54.9
85.4
59.8
121.2
– 373.1
738.8
Change
%
– 10
– 28
13
2
4
– 20
5
18
4
– 16
In the Eurex (financial derivatives) segment we report on the financial derivatives trading and clearing
business at Eurex Exchange. The clearing volume of OTC interest rate swaps, one of our secular growth
factors, is reported as a separate item within the segment. Reporting for Eurex Data covers the marketing
of licences for Eurex-specific real-time trading and market signals and the provision of historical data and
analytics. The segment offers a wide range of sustainable investment products in the form of ESG equity
index derivatives and ESG interest rate derivatives traded on the Eurex platform, as well as financing
products with an ESG connection on Eurex Repo (e.g. green bond general collateral baskets). The
performance of the Eurex segment largely depends on the trading activities of institutional investors, and
proprietary trading by professional market participants.
Derivative trading in 2021 was primarily defined by a sharp fall in market volatility, particularly
compared with the previous year, which was exceptionally volatile due to COVID-19. In an environment
of better-than-expected economic signals, negative influences only had temporary effects on share
prices, so there was less need for hedging with financial derivatives and trading volumes declined
accordingly. This was particularly apparent in trading with equity index derivatives. In interest rate
derivatives, by contrast, the higher inflation expectations in the US and Europe and the associated fear of
higher long-term interest rates resulted in greater market activity and a corresponding rise in trading
volumes. Net revenue from equity derivatives trading was slightly up on the previous year, whereby a
higher traded volume was partly offset by a different product mix.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
Lower market volatility also meant that the collateral required for trading financial derivatives at Eurex
Clearing declined.
The increase in other net revenue is due mainly to the acquisition of Quantitative Brokers.
Growth in clearing of OTC derivatives continued in financial year 2021. Although the equivalence period
for UK clearing houses was extended again, the average outstanding notional volume was again higher
than the previous year. Eurex Clearing’s market share in global euro-denominated OTC interest rate
derivatives rose accordingly to around 20 per cent (2020: 17.5 per cent). By refining the incentive
programmes for transferring interest rate derivatives portfolios to Eurex Clearing, customers continue to
receive focused support when migrating their positions to the EU-27.
EEX (commodities) segment
Key indicators EEX (commodities) segment
Net revenue
Power spot
Power derivatives
Gas
Other
Operating costs
EBITDA
2021
€m
341.5
71.1
118.4
54.9
97.1
– 178.7
162.5
2020
€m
302.2
72.1
115.8
43.0
71.3
– 174.3
127.0
Change
%
13
– 1
2
28
36
3
28
In the EEX (commodities) segment we report on trading activities on EEX Group’s platforms in Europe,
Asia and North America. The EEX Group operates marketplaces and clearing houses for energy and
commodity products, connecting more than 800 participants around the world. The product portfolio
comprises contracts on energy, environmental, freight and agricultural products. EEX Group’s most
important revenue drivers are the power spot and derivatives markets, and the gas markets. Activities
also focus on developing sustainable commodity markets. EEX pursued various initiatives in this area in
2021, which made it the second-largest contributor to the Group’s ESG net revenue6. This includes
products such as power derivatives, emissions trading and origin certificates.7
6 ESG net revenue according to the internal definition of Deutsche Börse Group – see “Definition of our ESG net revenue”.
7 The part of the EEX ESG net revenue originating in power markets is based on the assumption that the proportion of renewable energies in physical power markets is by
analogy related to the respective net revenue.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
As for many other business units, COVID-19 meant that EEX was faced with exceptionally high
comparative figures from 2020 at the beginning of 2021, particularly in the power derivatives market.
Over the course of the year, particularly from September onwards, the power and gas market saw strong
price increases, at times with record prices. This originated in the tense situation on the gas market due
to low storage levels, a global economic recovery with higher gas consumption, and global price
competition for natural gas as the Asian economy picked up even faster. The resulting high volatility led
to an increase in trading activity and hedging requirements, which in turn led to higher trading volumes
in power and particularly gas products on the EEX.
Positive performance on the Nordic markets (market entry in 2020) and intraday markets meant the
trading volume in the power spot market was slightly higher than the previous year. The gains were
partly offset by reduced day-ahead volumes, particularly in Germany and the UK. Overall, the power
spot market reported a slight decrease in net revenue, due to lower volumes in the French capacity
auctions and incentive programmes, particularly in the day-ahead markets.
Trading volume in the power derivatives market saw a slight increase in financial year 2021. The decline
in European volumes resulting from initially hesitant trading activity was partly recouped by high trading
volumes from September onwards. The same applied particularly to the US power derivatives market,
which had a positive effect on EEX net revenue with a sharp increase of 28 per cent in trading volumes.
Gains in market share and a stronger competitive position in Europe, Japan and the US underline the
continuous expansion of power derivatives trading. The Japanese market is particularly noteworthy,
since within twelve months EEX has established itself here as the market leader for trading in power
derivatives, with an 87 per cent share of the exchange market in 2021.
European gas markets reached new highs in terms of volumes in October and December 2021, growing
year-on-year by a total of 28 per cent for the reasons described above. Higher trading volumes were
recorded on almost all gas spot and derivatives markets, but particularly in Germany and the
Netherlands. Volume growth was particularly strong on the US gas markets too. Altogether, EEX
continued to build on its position as the leading gas spot exchange in Europe, achieving a significant
increase in net revenue from the gas market.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
360T (foreign exchange) segment
Key indicators 360T (foreign exchange) segment
Net revenue
Trading
Other
Operating costs
EBITDA
2021
€m
107.8
84.3
23.5
–53.7
54.1
2020
€m
101.5
81.9
19.6
–53.9
47.6
Change
%
6
3
20
–0
14
In the 360T (foreign exchange) segment, we report on our foreign exchange trading business, which
takes place on the platforms provided by 360T’s subsidiaries 360 Treasury Systems AG and 360TGTX
Inc. Net revenue in the 360T segment is driven mainly by the trading activities of institutional investors,
banks and internationally active companies, and the provision of liquidity by so-called liquidity providers.
During the year under review, the segment generated 78 per cent of its revenue from foreign exchange
trading and 22 per cent from the provision of other services.
Although the segment was still faced with exceptionally high comparative figures from the previous year
in the first quarter, growth in the second quarter more than made up for this. This trend continued in the
second half-year, enabling the 360T Group to report constant double-digit growth rates in average daily
trading volumes from September onward. At the same time, volatility in the FX spot market declined in
the reporting period, which had a particularly negative impact on trading volumes in the 360TGTX spot
business. Trading activity was up year-on-year by around 7 per cent on average and net revenue
increased by almost the same margin.
Ongoing customer growth across all segments and regions and the corresponding increase in newly
connected customers and additional trading volumes (e.g., stronger trading in forward and swap
products) on the 360T platforms, accompanied by a positive performance in the marketing of market
data and FX trading technology and infrastructure, all helped to offset the negative cyclical effects. This
shows that the secular growth drivers of the 360T Group are intact and confirms its further growth
potential.
The Eurex FX market again showed solid growth, with an increase of 19 per cent in average daily
trading volumes. More activity by existing customers played a role here, as did new customer wins, now
increasingly also from the US and Asia. Two successful product initiatives also contributed to the positive
development: the introduction of Scandinavian currency pairs, and the introduction of a partnership
product with the Korea Exchange KRX for FX futures (USD/KRW FX future).
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
Xetra (cash equities) segment
Key indicators Xetra (cash equities) segment
Net revenue
Trading and clearing
Listing
Xetra Data
Other1
Operating costs
EBITDA
1) Includes Crypto Finance since 15 December 2021.
2021
€m
364.0
188.6
21.2
108.7
45.5
– 150.6
242.8
2020
€m
391.7
203.3
18.9
125.7
43.8
– 158.8
258.7
Change
%
– 7
– 7
12
– 14
4
– 5
– 6
In the Xetra segment (cash equities), we bring together our cash market trading venues (Xetra®, the
Frankfurt Stock Exchange, and Tradegate). Besides trading and clearing services income, the segment
generates revenue from the ongoing listing of companies’ securities and exchange admissions, the
marketing of trading data, connecting clients to trading venues, and from services provided to partner
exchanges. The activities of the recently acquired Crypto Finance AG are also reported in the Xetra
segment as of December 2021. The acquisition of a majority stake in this provider of trading, custody,
and investment services for digital assets has enabled us to tap into a new asset class. Xetra contributes
to ESG net revenue8 by offering products related to trading in green bonds and ESG ETFs.
Cash equities trading was influenced in 2021 by economic signals that were more positive than
expected, with negative factors only having a temporary impact on share prices. This manifested itself in
an environment of low market volatility, as measured by the VSTOXX index, and correspondingly reduced
trading activity, although shares and ETPs (exchange-traded products) did scale record heights at times.
Order book volumes on the segment’s exchanges fell in consequence by 5 per cent compared with the
extraordinarily strong figures from the previous year, which were due to the high volatility caused by the
coronavirus pandemic. Trading and clearing revenue sank accordingly, resulting in an overall decrease of
net revenue in the Xetra segment. Low market volatility was accompanied by increasing competition in
cash equities trading with pan-European exchanges, so Xetra’s market share as the reference market for
trading in DAX shares fell to 69 per cent, the same level as 2018 (–4 percentage points compared to
2020).
A total of 23 initial public offerings (IPOs) took place in the financial year (2020: nine). The total issue
volume came to around €10 billion (2020: €1.2 billion). Secular growth in the listing business from the
large number of entries onto the regulated market was able to compensate partly for the segment’s
decline in net revenue.
The sale of Regulatory Services GmbH – our regulatory reporting hub – to MarketAxess Holdings Inc. in
November 2020 resulted in delayed income of around €16 million, which was attributed to Xetra data.
8 ESG net revenue according to the internal definition of Deutsche Börse Group – see “Definition of ESG net revenue”.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
The business of Tradegate AG Wertpapierhandelsbank remained strong in 2021 thanks to the high
ongoing level of activity from private investors, and its equity method measurement had a positive
impact of some €28 million on the result from financial investments.
Clearstream (post-trading) segment
Key indicators Clearstream (post-trading) segment
Net revenue
Custody
Settlement
Net interest income from banking business
Collateral management
Third party services
Other
Operating costs
EBITDA
2021
€m
835.4
445.2
120.2
50.0
80.9
23.8
115.3
– 376.3
459.6
2020
€m
827.2
417.5
114.8
100.5
76.9
23.8
93.7
– 367.3
458.0
Change
%
1
7
5
– 50
5
0
23
2
0
Our settlement and custody activities are reported under the Clearstream (post-trading) segment. In
providing the post-trade infrastructure for Eurobonds and other markets, Clearstream is responsible for
the issuance, settlement, management and custody of securities from 59 domestic markets worldwide,
plus the international market. Net revenue in this segment is driven mainly by the volume and value of
securities under custody, which determine the deposit fees. The settlement business depends primarily
on the number of settlement transactions processed by Clearstream via stock exchanges as well as over
the counter (OTC). This segment also contains net interest income from banking business. Clearstream’s
contribution to ESG stems from proxy voting instruction and distribution services offered as part of
investor services supporting customers to comply with regulatory, governance and market standard
requirements as well as stakeholder expectations.
The financial year 2021 saw continuously high issuance activity on the bond market especially by the
public sector. The result was a higher average value of assets under custody in the central securities
depository (CSD) and international central securities depository (ICSD), surpassing the €13 trillion mark
in June 2021 for the first time. Higher trading volumes especially in the ICSD led to a higher number of
settlement transactions with a new record volume of 8.3 million transactions in March. Both
developments had a positive impact on custody and settlement net revenues. Clearstream acquired the
remaining shares in LuxCSD S.A., the Luxembourg central securities depository, in December 2021. For
Clearstream, the full acquisition of LuxCSD represents a natural and complementary addition to its
portfolio and completes the offering for issuers to use Clearstream as a global issuer hub.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
Central banks’ monetary policy measures related to the COVID-19 pandemic, especially in the US,
resulted in reference rate levels around zero or even below. The cash handling fee of 30 basis points on
US-dollar denominated deposits which had been introduced in 2020 could only partly offset this. The
net interest income from banking business fell accordingly as anticipated.
Average outstanding volumes in collateral management and securities lending grew slightly in the
reporting year, thus leading to also slightly increased net revenues in this area.
Other net revenue in the Clearstream segment benefited from an exceptional effect related to the claim of
a reimbursement of legal costs of around €17 million.
IFS (investment fund services) segment
Key indicators IFS (investment fund services) segment
Net revenue
Custody
Settlement
Fund distribution
Other
Operating costs
EBITDA
2021
€m
382.4
113.0
90.2
77.6
101.6
– 125.9
255.9
2020
€m
232.8
87.4
72.0
14.4
59.0
– 117.5
115.2
Change
%
64
29
25
439
72
7
122
In the IFS (investment fund services) segment, we report the order routing and settlement activity and
custody volumes of mutual, exchange-traded, and alternative funds processed by Clearstream. Clients
can settle and manage their entire fund portfolio via Clearstream’s Vestima® fund processing platform.
The Fund Distribution unit covers the fund platform business of Clearstream Fund Centre, a merger of
the existing Clearstream Fund Desk with the in 2021 fully acquired UBS Fondcenter AG business. IFS’
ESG product suite consists of custody and settlement services for processed ETFs where investors see
sustainability features. Net revenue in the IFS segment is largely a function of the value of assets under
custody and the number of orders and transactions processed.
The financial year 2021 saw continuously high activity on the fund retail market, especially in Germany,
and accordingly high demand for investor services, even when taking into account the extraordinary
volumes beginning of 2020 related to COVID-19. Combined with organic product development in the
IFS segment, including the extension of market network coverage, this led to steadily increasing volumes
and revenues across all line items confirming the continuing growth trend in investment fund services.
The assets under custody grew significantly also related to higher market index levels.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
The remaining 49 per cent stake of Clearstream Fund Centre, which was founded in the fourth quarter
of 2020 by combining UBS’ fund distribution platform with our corresponding business, was acquired
earlier than planned on 1 June 2021. This makes us the sole shareholder in the Zurich-based fund
distribution platform, generating a positive valuation effect of around €40 million reported under “Other”
net revenue. Clearstream Fund Centre’s services which are reported separately in the business line
“Fund distribution” developed very positively for the reasons already mentioned above, including secular
growth from winning new clients. The business is considered to be one of the leading market providers
in the world and centre of competence for global fund distribution services within our Group with around
€400 billion assets under distribution at the end of the reporting period, giving global fund distributors
access to contracts covering more than 76,000 funds. Usually resource-intensive distribution support
services such as fee management and research as well as the administration of fund data and
documentation can be streamlined in an efficient way by using Clearstream Fund Centre’s services.
Approximately 600 global asset managers benefit from Clearstream’s global client network which brings
additional scope and efficiency in the distribution of investment funds.
Disclosures in accordance with Article 8 EU Taxonomy Regulation
Article 8 of EU Taxonomy Regulation requires companies with a reporting obligation under Section 289b
HGB (German Civil Code) to disclose to what extent their economic activities qualify as environmentally
sustainable under the EU Taxonomy Regulation. The delegated act supplementing the EU Taxonomy
Regulation (EU) 2021/2139 established the technical screening criteria for this assessment, which
currently concentrate exclusively on economic activities which contribute substantially to climate change
mitigation or climate change adaptation. According to the delegated act, companies must report on the
proportion of their eligible and non-eligible turnover and on their capital and operating expenditure for
financial year 2021.
As a company obliged to prepare non-financial reporting we report for the 2021 financial year at Group
level on our turnover, operating and capital expenditure covered by the EU Taxonomy Regulation.
For 2021 we have not identified any economic activity covered by the delegated act. Furthermore, we
did not identify any material capital or operating expenditure that fall within the scope of the delegated
act in financial year 2021.
The following table shows the proportion of eligible and non-eligible turnover, capital and operating
expenditure:
EU taxonomy
Category
Net revenue
Operating expenditures
Capital expenditures
Eligible
0.00%
0.00%
0.00%
Non-eligible
100%
100%
100%
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
Basis for determining the quotas
The quotas were determined in accordance with the requirements of Annex I to Article 8 of the delegated
act. The determination of the taxonomy-eligible quotas is based on the following principles:
Turnover
The proportion of eligible economic activities was determined by dividing the turnover from eligible
economic activities (numerator) by total turnover (denominator). The numerator is based on turnover as
defined in IAS 1.82(a) and presented in the consolidated income statement. For further details we refer
to our consolidated financial statements (see Note 4, Net revenue table “Composition of net revenue
(Part 1-4)” column “net revenue 2021”).
We have reviewed the application of the EU Taxonomy Regulation to our business model on the basis of
the economic activities listed in the delegated act. Our business model is largely based on the following
activities:
Integrating various financial market services such as ratings, index and analytics services,
trading, clearing, settlement, custody, market data services, and liquidity and collateral
management
Offering these services for various asset classes
Developing and operating proprietary electronic systems for all processes along the value chain,
in order to provide neutral marketplaces
The above pillars of our business model are not explicitly listed in the economic activities and provisions
of the delegated act. We therefore limited our analysis to the following economic activities:
8.1 Data processing, hosting and related activities
8.2 Data-driven solutions for GHG emissions reductions
As mentioned, we did not identify any eligible turnover under the Taxonomy Regulation for the past
financial year.
Operating and capital expenditure
We calculated the proportion of qualifying operating expenses by comparing our operating expenses (see
Note 6, table “Composition of other operating expenses”, line IT costs and line premises expenses) with
the economic activities in Annex I, which contribute substantially to climate change mitigation or climate
change adaptation.
We calculated the proportion of eligible investment expending in the same way. Investment expenses are
all additions to intangible and tangible assets (see Note 10, table “Intangible assets” column “Other
intangible assets” and Note 11, table “Property, plant and equipment (incl. Right-of-use assets)” in the
lines “Additions”) without depreciation and amortisation, without remeasurement and changes to fair
value. Goodwill is also not included in the calculation of taxonomy-eligible capital expenditure as it is not
an intangible asset according to IAS 38.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
We consider operating and capital expenditures to be eligible if the output stems from an eligible
economic activity. We have identified and analysed the following economic activities in the delegated act
that could fundamentally give rise to eligible operating or investment expenses:
Infrastructure for personal mobility, cycle logistics
Renovation of existing buildings
Installation, maintenance and repair of charging stations for electric vehicles in buildings (and
in parking spaces belonging to buildings)
Installation, maintenance and repair of instruments and devices for measuring, regulation and
controlling energy performance of buildings
Installation, maintenance and repair of technologies for renewable energy technologies
Data processing, hosting and related activities
As mentioned, we did not identify any eligible operating or investment expenses under the Taxonomy
Regulation for the past financial year.
Definition of our ESG net revenue
The EU Taxonomy does not apply directly to our business model and is therefore not suitable as a
reference framework for classifying our products and services in terms of sustainability. We therefore
devised our own definition of ESG net revenue in the course of a strategic dialogue. Since the beginning
of the year, we have been explicitly measuring our ESG net revenue according to this definition, which
we describe in more detail below.
The products and services of our respective segments generate economic value in different areas of the
financial sector and the real economy and are often not comparable. From a Group perspective, this
requires a wide-ranging definition of ESG net revenue, which then has to be broken down into more
detail at the segment level. From the Group perspective, net revenue is deemed to be ESG net revenue if
the products concerned are related to the transformation of the real and/or financial economy in terms of
environmental, social and governance aspects.
This relationship exists if our products can increase the general transparency of information in terms of
the three ESG dimensions – not only for investors, founders, asset managers and market participants,
but also for external observers:
Environmental: This particularly comprises compliance with climate targets, regulatory requirements
and environmental standards and/or credible commitments.
Social: This particularly includes compliance with labour law in all regions and operations, equal
opportunities for all employees and minimum standards for suppliers.
Corporate governance: This particularly includes minimum standards for the transparency of internal
processes and control mechanisms.
Each operating segment in Deutsche Börse Group can increase its information transparency in these
three dimensions by including ESG aspects in its product portfolio – be it by integrating ESG ratings,
data and/or analysis, or by reporting data on trading volumes for securities, derivatives, renewable
energies and/or commodities. Our product portfolio can increase information transparency specifically by
providing generally accepted indicators as market signals.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
The following activities fall within our ESG reference framework for each segment:
ESG net revenue by segment
Qontigo
The corresponding ESG net revenue comprises all revenue from licensing sustainable index solutions. Licence revenue from
such products can either be observed directly (e.g. in the case of ETF licences) or it is allocated, if it is sold as part of a
package. Revenue from sustainable analytics solutions will be added as soon as these products are available and actively
marketed.
ISS
ESG net revenue comprises Corporate Solutions, ESG Analytics and Governance Solutions from ISS, without LiquidMetrix and
SCAS (securities class action services).
Corporate Solutions offers web-based tools for governance and sustainability analyses, ESG data, ratings, valuations and
reports that support corporate customers to design and manage their corporate governance, remuneration and sustainability
programmes.
ESG Analytics comprises solutions that enable investors to develop and integrate responsible investment policies and
practices, to advocate responsible investment topics, and monitor portfolio companies by means of screening and analytics.
Governance Solutions consists of objective governance research and recommendations, end-to-end solutions for proxy advisers
and reporting, as well as an outsourced proxy voting service, which includes the transmission of voting instructions.
ESG net revenue at Eurex comes from trading on the platform in ESG equities index and fixed-income index derivatives (based
on licences from various index providers).
ESG net revenue at Eurex Repo comes from trading on the platform in ESG-related collateral-based financial products, which
include green bond general collateral baskets (sovereign and non-sovereign bonds).
EEX defines ESG net revenue as revenue related to sustainable commodity markets (environmental markets, both compliance
and voluntary). They include contracts for green power, emissions certificates and the related services for registers and
certificates of origin. In future they may also relate to natural gas, freight or agricultural products.
360T does not report any ESG net revenue.
ESG net revenue relates to trade in green bonds and ESG ETF (best-in-class approach, exclusion method, investment by topic),
but also to courses on ESG topics like the Master Class SDG Strategy (planned for 2022) (E), seminars to boost women’s
financial competence (S) or an examination to qualify as a Supervisory Board member (G).
Eurex
EEX
360T
Xetra
Clearstream
Clearstream defines ESG net revenue as revenue in connection with voting instructions and distribution services offered in the
context of investor services. These products support compliance with regulatory, governance or market standards and make it
easier for shareholders to exercise their governance rights as active investors.
IFS
IFS defines ESG net revenue as revenue related to Vestima’s custody and settlement services for funds classified as ESG funds.
Vestima acts as a central point of contact and offers a standardised process for all fund transactions, which increases our
customers’ operating efficiency.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
Financial position
Cash flow
Consolidated Cash flow statement (condensed)
Cash flows from operating activities (excluding CCP positions)
Cash flows from operating activities
Cash flows from investing activities
Cash flows from financing activities
Cash and cash equivalents at 31 December
Other cash and bank balances as at 31 December
2021
€m
1,181.4
908.9
–2,168.0
798.7
2,040.0
1,029.6
2020
€m
1,523.0
1,412.0
–787.7
–254.2
2,506.7
1,467.3
Cash and cash equivalents at Deutsche Börse Group, i.e. its liquidity, comprise cash and bank balances
– to the extent that these do not result from reinvesting current liabilities from cash deposits by market
participants – as well as receivables and liabilities from banking business with an original maturity of
three months or less. Change in other cash and bank balances was affected by cash used for
acquisitions, as well as cash outflows from operating activities.
Cash flow from operating activities was €1,181.4 million (2020: €1,523.0 million) before changes in
CCP positions on the reporting date and was made up primarily of net income for the period of
€1,264.9 million (2020: €1,125.1 million) and cash outflows from changes in working capital.
Cash flow from investing activities came to €2,168.0 million in 2021 (2020: €787.7 million) and were
determined largely by the acquisitions of ISS, Data Discovery and Crypto Finance, which resulted in a
cash outflow of €1,843.0 million. Capital expenditure on intangible assets and property, plant and
equipment of €206.4 million (2020: €195.4 million) was similar to the previous year.
Cash flow from financing activities was €798.7 million (2020: cash outflow of €254.2 million) and
consists mainly of the dividend distributed for financial year 2020 of €550.6 million (2020: dividend for
financial year 2019 of €531.9 million), the issue of two bonds for €1.0 billion to acquire ISS and the
issue of commercial paper, which generated net cash proceeds of €0.8 billion. The purchase of the
remaining 48.8% of the shares in Clearstream Fund Centre also resulted in a cash outflow of
€356.0 million.
Cash flow for 2021, which is the sum of all inflows and outflows of cash from operating, investing and
financing activities, came to €–460.5 million (2020: €370.0 million) and was mainly the result of M&A
activity.
The positive cash flow from operating activities, sufficient credit lines and flexible management and
planning system mean that we are still adequately supplied with liquidity for 2022.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
For further details of cash flow, see the “Consolidated cash flow statement” and Note 21 to the
consolidated financial statements.
Liquidity management
We mainly cover our operational liquidity needs by means of internal financing, i.e. by retaining
earnings. Our aim is to hold sufficient liquidity to be able to meet all our payment obligations as they fall
due. We have an intra-Group cash pool to aggregate our surplus cash as far as regulatory and legal
provisions allow. We invest cash in principle on a short-term basis, in order to ensure rapid availability,
and these investments are largely secured by liquid bonds from prime-rated issuers. Moreover, we have
access to external sources of financing, such as bilateral and syndicated credit lines, as well as a
commercial paper programme (see Note 24 to the consolidated financial statements for details of
financial risk management). In recent years, we have leveraged our access to the capital markets to
issue corporate bonds in order to meet our structural financing needs.
Debt instruments issued by Deutsche Börse AG (outstanding as at 31 December 2021)
Coupon
Issue volume
ISIN
Term to
Maturity
Type
(p.a.)
Fixed-rate bearer bond
€600 m DE000A1RE1W1
10 years
October 2022
2.375%
Fixed-rate bearer bond
€500 m DE000A1684V3
10 years
October 2025
1.625%
Fixed-rate bearer bond
€500 m DE000A3H2457
5 years
February 2026
0.000%
Fixed-rate bearer bond
€600 m DE000A2LQJ75
10 years
March 2028
1.125%
Fixed-rate bearer bond
€500 m DE000A3H2465
10 years
February 2031
0.125%
Fixed-rate bearer bond
(hybrid bond)
€600 m
DE000A289N78
Call date
7 years/final
maturity in
27 years
June 2027/ June
2047
1.250%
(until call
date)
Listing
Luxembourg/
Frankfurt
Luxembourg/
Frankfurt
Luxembourg/
Frankfurt
Luxembourg/
Frankfurt
Luxembourg/
Frankfurt
Luxembourg/
Frankfurt
Capital management
The Group’s clients generally expect us to maintain conservative interest coverage and leverage ratios,
and hence to achieve a good credit rating.
We are committed to achieving the minimum financial risk profile that is consistent with an AA rating in
accordance with S&P Global Ratings methodology. Furthermore, we endeavour to maintain the strong AA
credit ratings of our subsidiaries Clearstream Banking S.A. and Clearstream Banking AG, in order to
ensure the long-term success of the Clearstream securities settlement and custody segment. The
activities of our Eurex Clearing AG subsidiary also require strong credit quality.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
In the course of our capital management we aim for the following relevant ratios:
Net debt to EBITDA ratio: no more than 1.75
Free funds from operations (FFO) to net debt: equal to or greater than 50 per cent
Interest cover ratio: at least 14
Tangible equity (for Clearstream Banking S.A.): total of at least €1,100 million
We follow the methodology of S&P Global Ratings closely when calculating these ratios.
To determine EBITDA for rating purposes, reported EBITDA is adjusted by the result from financial
investments, as well as by unfunded pension obligations. EBITDA for rating purposes in 2021 was
€1,970 million.
FFO for rating purposes is calculated by deducting interest and tax expenses from EBITDA. FFO for
rating purposes in 2021 was €1,452 million.
The Group’s net debt for rating purposes is reconciled by first deducting 50 per cent of the hybrid
bond, as well as the surplus cash as at the reporting date, from gross debt (i.e. from interest-bearing
liabilities). Liabilities from operating leases and unfunded pension obligations are then added. Net debt
for rating purposes in 2021 was €3,873 million.
Interest expenses for rating purposes are calculated on the basis of interest expenses for financing, less
interest expenses of Group entities which are also financial institutions. These are among others
Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG. Interest expenses which
are not related to our financing are not included in the calculation of interest expenses. Only 50 per
cent of the hybrid bond is counted towards interest expenses. Interest expenses for rating purposes in
2021 came to €42 million.
The following table “Relevant key performance indicators” illustrates our calculation methodology and
shows the values for the reporting year.
Relevant key performance indicators
Net debt / EBITDA
Free funds from operations (FFO) / net debt
%
Interest coverage ratio
Target figures
2021
≤ 1.75
≥ 50
≥ 14
2.0
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46
Tangible equity of Clearstream Banking S.A. (as at the reporting date)
€m
≥ 1,100
1,468
The acquisitions in 2021, particularly the acquisition of a majority interest in ISS and the purchase of
the remaining shares in Clearstream Fund Centre, resulted in the ratio of FFO to net debt being below
target and the ratio of net debt to EBITDA being higher.
We intend not to allow tangible equity (equity less intangible assets) of Clearstream Banking S.A. to fall
below €1,100 million. Clearstream Banking S.A. exceeded this during the year under review, with a
figure of €1,468 million.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
S&P Global Ratings bases the calculation of key performance indicators on the corresponding weighted
average of the reported or expected results of the previous, the current and the following reporting
period. To ensure the transparency of the key performance indicators, we report them based on the
current reporting period.
Dividends and share buy-backs
We generally aim to distribute dividends equivalent to between 40 and 60 per cent of net profit for the
period attributable to Deutsche Börse AG shareholders. Within this range, we manage the actual payout
ratio mainly in relation to our business performance and based on continuity considerations. In addition,
we plan to invest the remaining available funds primarily in our complementary external development.
Should the Group not be able to invest these funds, additional distributions, particularly in the form of
share buy-backs, would be another possible use for them.
At the Annual General Meeting we will be proposing to pay a dividend of €3.20 per no-par value share
for the financial year 2021 (2020: €3.00). This dividend is equivalent to a distribution ratio of 49 per
cent of net profit for the period attributable to our shareholders. Given 183.6 million no-par shares
bearing dividend rights, this would result in a total dividend payment of €587.6 million (2020:
€550.6 million). The number of shares with dividend rights is produced by deducting 6.4 million
treasury shares from our ordinary share capital of 190.0 million shares.
Credit ratings
Credit ratings
Deutsche Börse AG
S&P Global Ratings
Clearstream Banking S.A.
Fitch Ratings
S&P Global Ratings
Clearstream Banking AG
S&P Global Ratings
Long-term
Short-term
AA
AA
AA
AA
A–1+
F1+
A–1+
A–1+
Our credit quality is reviewed regularly by S&P Global Ratings, while Clearstream Banking S.A. is rated
by Fitch Ratings and S&P Global Ratings, and Clearstream Banking AG by S&P Global Ratings.
On 5 July 2021, Fitch Ratings affirmed the AA credit rating of Clearstream Banking S.A. with a stable
outlook. The rating reflects Clearstream Banking’s leading position in the post-trade business, its diligent
liquidity management, as well as its impeccable capitalisation.
On 18 January 2022, S&P Global Ratings affirmed the AA credit ratings of Deutsche Börse AG,
Clearstream Banking AG and Clearstream Banking S.A. Deutsche Börse AG’s rating reflects the
assumption that the Group will continue its growth strategy. Clearstream Banking S.A.’s rating reflects its
strong risk management, minimal debt levels and strong position on the international capital markets –
especially through its international custody and transaction business.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
As at 31 December 2021 we were one of only two DAX-listed companies with an AA rating from S&P
Global Ratings.
Net assets
Material changes to net assets are described below; the full consolidated balance sheet is shown in the
consolidated financial statements.
Consolidated balance sheet (extract)
ASSETS
Non-current assets
thereof intangible assets
thereof goodwill
thereof other intangible assets
thereof financial assets
thereof financial assets measured at amortised cost
thereof equity investments measured at FVOCI
thereof financial instruments held by central counterparties
Current assets
thereof financial instruments held by central counterparties
thereof restricted bank balances
thereof other cash and bank balances
EQUITY AND LIABILITIES
Equity
Liabilities
thereof non-current liabilities
thereof financial instruments held by central counterparties
thereof financial liabilities measured at amortised cost
thereof deferred tax liabilities
thereof current liabilities
thereof financial instruments held by central counterparties
thereof financial liabilities measured at amortised cost
thereof cash deposits by market participants
1) Prior year adjusted.
31 Dec 2021
€m
31 Dec 2020
€m
222,919.3
152,677.91
20,462.4
14,570.51
8,162.9
5,596.0
1,913.6
11,460.4
1,634.7
227.1
5,723.2
3,957.6
1,255.4
8,059.8
997.5
111.4
9,442.4
6,908.51
202,457.0
138,107.41
103,195.7
80,704.51
78,542.0
38,420.1
1,029.6
1,467.3
222,919.3
152,677.91
7,742.4
6,556.1
215,177.0
146,121.81
13,623.0
11,005.21
9,442.4
3,037.3
338.5
6,908.51
3,474.4
216.7
201,554.0
135,116.61
103,267.7
80,609.51
16,618.7
15,018.6
78,292.5
38,188.8
Deutsche Börse Group’s total assets increased year-on-year by 46 per cent. The increase in intangible
assets resulted primarily from the acquisitions of Institutional Shareholder Services and Crypto Finance.
This particularly resulted in significantly higher goodwill and other intangible assets.
The significant increase in total assets was particularly due to the volatility of restricted bank balances
and financial instruments of the central counterparties at the reporting date.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
Group equity rose by 18 per cent compared with the previous year. This was due mainly to the net profit
for the reporting year 2021, less the dividend payment for the previous financial year 2020.
Deutsche Börse Group invested a total of €206.4 million in the reporting year (2020: €195.4 million)
in intangible assets and property plant and equipment (capital expenditure, CAPEX). The Group’s largest
investments were in the Clearstream and Eurex segments.
Working capital
Working capital comprises current assets less current liabilities, excluding technical closing-date items.
Current assets, excluding technical closing-date items, amounted to €1,387.7 million (2020:
€875.6 million). As Deutsche Börse Group collects fees for most of its services on a monthly basis, the
trade receivables of €969.4 million included in current assets as at 31 December 2021 were relatively
low compared with net revenue (31 December 2020: €616.6 million). The increase in trade receivables
was particularly due to open items as of the reporting date from the high market volatility of the spot
markets within EEX Group, which were offset by an increase in trade payables at the same time. The
current liabilities of the Group, excluding technical closing-date items, amounted to €1,214.8 million
(2020: €959.4 million, excluding technical closing-date items). For this reason, the Group had a
working capital of €173.0 million at year-end (2020: negative working capital of €83.8 million).
Technical closing-date items
The “financial instruments of the central counterparties” item relates to the function performed by Eurex
Clearing AG, European Commodity Clearing AG as well as Nodal Clear, LLC. Since they act as the
central counterparties for Deutsche Börse Group’s various markets, their financial instruments are carried
in the balance sheet at their fair value. The financial instruments of the central counterparties are
described in detail in the section “Risk management” of the Combined management report and in
Notes 12 and 24 to the consolidated financial statements.
Market participants linked to the Group’s clearing houses partly provide collateral in the form of cash
deposits, which are subject to daily adjustments. The cash deposits are generally invested on a secured
basis overnight by the central counterparties and reported in the balance sheet under “restricted bank
balances”. The total value of cash deposits at the reporting dates relevant for the reporting period
(31 March, 30 June, 30 September and 31 December) varied between €32.9 billion and €78.3 billion
(2020: between €38.2 billion and €62.2 billion).
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
Overall assessment of the economic position by the Executive Board
The financial year 2021 was again dominated by the course of the pandemic and the resulting effects
on the world economy. Low market volatility and so less activity by market participants led to tangible
cyclical headwinds in the trading segments. On the other hand, busy trading on gas and power markets
and in the market for investment fund services resulted in significantly positive secular growth.
Additional net revenue from M&A growth, particularly ISS, also supported the Group’s growth. Secular
growth of 6 per cent was therefore able to more than make up for the cyclical contraction of –4 per cent.
Net revenue growth from M&A activities came to 7 per cent and contributed to net revenue growth at
Group level of 9 per cent as expected by the Executive Board, taking the total to €3,509.5 million.
Thereby the Group’s ESG related net revenue9 increased by 210 per cent, in particular due to the
acquisition of ISS. Higher costs were due entirely to the Group’s M&A growth. Earnings before interest,
tax, depreciation and amortisation (EBITDA) also rose year-on-year by 9 per cent to €2,043.1 million
and were in line with the Executive Board’s expectations. Net profit for the period attributable to
Deutsche Börse AG shareholders went up by 12 per cent to €1,209.7 million.
Based on this, the Executive Board considers that Deutsche Börse Group’s financial position remained
very solid during the reporting period. The Group generated high operating cash flows as in previous
years. Net debt in relation to EBITDA of 2.0 was slightly higher than the target limit of 1.75 as a result
of M&A activities mainly driven by the ISS acquisition.
As in all recent years, we are again offering shareholders a higher dividend for financial year 2021. The
proposed dividend is €3.20 (2020: €3.00), a year-on-year increase of 7 per cent.
9 ESG net revenue according to the internal definition of Deutsche Börse Group – see “Definition of our ESG net revenue”.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our economic situation
Financial statements and notes
Remuneration Report
Further information
Deutsche Börse Group: five-year overview
Consolidated income statement
Net revenue
thereof treasury result from banking and similar
business
Operating costs (excluding depreciation, amortisation and
impairment losses)
Earnings before interest, tax, depreciation and amortisation
(EBITDA)
2017
2018
2019
2020
2021
€m 2,462.3
2,779.7
2,936.0
3,213.8
3,509.5
€m
132.6
204.5
247,7
196.6
142.7
€m
– 1,131.6
– 1,340.2
– 1,264.5
– 1,368.7
– 1,551.6
€m
1,528.5
1,443.7
1,678.2
1,869.4
2,043.1
Depreciation, amortisation and impairment losses
€m
– 159.9
– 210.5
– 226.2
– 264.3
– 293.7
Net profit for the period attributable to Deutsche Börse AG
shareholders
€m
874.3
824.3
1,003.9
1,079.9
1,209.7
Earnings per share (basic)
Consolidated cash flow statement
€
4.68
4.46
5.47
5.89
6.59
Cash flows from operating activities
€m 1,056.2
1,298.2
926.1
1,412.0
908.9
Consolidated balance sheet
Non-current assets
Equity
€m 10,883.7 15,642.0 11,706.9 14,570.5
20,462.4
€m 4,959.4
4,963.4
6,110.6
6,556.1
7,742.4
Non-current interest-bearing liabilities1
€m 1,688.4
2,283.2
2,286.2
2,637.1
3,037.3
Performance indicators
Dividend per share
Dividend payout ratio3
€
%
2.45
2.70
2.90
3.00
52
61
53
51
3.202
494
Employees (average annual FTEs)
5,183
5,397
5,835
6,528
8,855
Deutsche Börse shares
Year-end closing price
€
96.80
104.95
140.15
139.25
147.10
Average market capitalisation
€bn
17.2
21.5
24.0
27.7
27.0
Rating key figures
Net debt / EBITDA
Free funds from operations (FFO) / net debt
%
1.1
59
1.1
69
1.0
79
1.0
76
2.0
38
1) Bonds that will mature in the following year are reported under other current liabilities.
2) Proposal to the Annual General Meeting 2022.
3) The ratios for the years 2017–2020 have been adjusted. The dividend payout ratio is determined using reported net profit.
4) Amount based on the proposal to the Annual General Meeting 2022.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our social environment
Financial statements and notes
Remuneration Report
Further information
10. Our social environment
We describe the fourth and last category of our value creation in the section our social environment. We
consider ourselves to be an established part of society and wish to make a positive contribution here too.
In this heterogeneous field, our commitments go well beyond those topics that concern us directly as a
company, such as our own carbon footprint or human rights in the supply chain. As a result our value
added is very broad. We play an active part in financial market initiatives and offer training courses –
some free of charge – to increase understanding of our market role and of our products and services. As
a member of the UN Global Compact (UNGC) and the Sustainable Stock Exchanges initiative (SSE),
Deutsche Börse Group has committed itself to implementing the 17 Sustainable Development Goals
(SDGs) of the “2030 Agenda for Sustainable Development” set by the UN.
Our stakeholder engagement
We regularly review the statutory requirements and the demands of rating agencies and (voluntary)
market standards and initiatives. We seek dialogue with our internal and external stakeholders
continuously and systematically and so determine the focus areas of our work – by means of investor
days, employee and client surveys, dialogue with rating agencies and society as a whole, our
involvement in various initiatives and our regular materiality analysis, in which we interview our
stakeholders with respect to our company and the impact we have on society and the economy.
The Group Regulatory Strategy department, which reports to the CEO, is responsible for holistically
positioning Deutsche Börse Group with regard to political and regulatory developments at the national,
European and international level. It monitors, analyses and deals with regulatory revenue risks and
opportunities. Based on our specific knowledge as a financial market infrastructure provider, we share
our expertise about the evolution of the regulatory framework. Thus, we make a permanent contribution
to strengthening financial market infrastructure and capital markets as a vital tool for achieving society’s
overarching objectives. We take part in consultations on political and regulatory initiatives, for example,
and submit comments and papers to explain the implications of certain regulatory proposals for
Deutsche Börse Group, our clients, the financial markets and society as a whole. Our white papers and
studies also contribute to an improved understanding of specific aspects of financial market regulation.
We also seek the exchange with experts from politics, supervisory authorities, civil society and academia
by participating in expert events, expert groups and associations. We advocate for effective regulation
that supports the objective of efficient, transparent and stable financial markets while safeguarding our
corporate interest.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our social environment
Financial statements and notes
Remuneration Report
Further information
The initiatives we support do not necessarily have to have a financial or capital market background but
should rather address issues that Deutsche Börse Group considers to be highly important. For instance,
the Green and Sustainable Finance Cluster Germany is a sustainability initiative for Germany as a
financial centre. The cluster aims to drive sustainable development and the related transformation
process in the finance industry. The Sustainable Stock Exchanges (SSE) initiative mentioned above is a
peer-to-peer learning platform that enables to research how stock exchanges can work with investors,
regulatory authorities and companies to increase their ESG performance and promote sustainable
investments. Our engagement in other forums is more broadly based. One typical example is ecosense,
the sustainable development forum of German business, a collaboration of global companies and
organisations based in Germany. Here the focus is on the fundamental integration of sustainability topics
into business activities.
Another important element of our stakeholder engagement is the dialogue with rating agencies. There
are many ESG ratings of independent organisations to evaluate companies in terms of how they deal
with economic, ecological and social opportunities and risks. We use this external validation of our own
ESG endeavours to continuously improve and sharpen our ESG profile. Insights from the ESG rating
process were also factored into our materiality analysis.
The following rating agencies, projects and indices measure the sustainability performance of Deutsche
Börse AG every year and play a particular role for us:
ESG ratings
Rating agency
S&P
Sustainalytics
MSCI
Valuation
2021
2020
Comment
73
76
67 We improved in all ESG dimensions
70 Increase in absolute result with market position still strong
AAA
AAA AAA rating unchanged since 2016
When our revolving credit facility (RCF) was renewed in 2019 the pricing was tied to our ESG ratings
from Sustainalytics. Originally on 28 March 2017, the credit facility was concluded with a banking
consortium by us and our subsidiary Clearstream Banking S.A. amounting up to €750 million.
Climate strategy and reporting
We announced our new climate strategy at the Annual General Meeting in May 2021. Our objective is to
become climate-neutral by 2025, i.e. we will reduce our CO2 emissions per workspace by at least 70
per cent by 2022 (base year: 2019). The remaining emissions will be offset by external emissions
reduction projects.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Our social environment
Financial statements and notes
Remuneration Report
Further information
We intend to proceed as follows:
The first step is to reduce the CO2 emissions per workspace by more than 50 per cent compared with
2019. This will take place by means of direct measures to avoid CO2 emissions. They include switching
the energy supplies of office buildings to renewable energies and expanding local infrastructure for
electric vehicles.
The second step is to expand these measures in order to reduce emissions by at least a further 20
percentage points by 2023. Currently, we assume that we will achieve this target in 2022 (see “Report
on expected developments”).
The third stage from 2025 is to offset the remaining annual emissions by means of real external
projects, such as reforestation. We intend to validate our path to climate neutrality with the Sciene Based
Targets initiative (SBTi).
In addition, we have published a TCFD index, which follows the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD). Information on how we deal with climate risks and
opportunities is presented in the TCFD index on our homepage.
For further sustainability performance indicators we refer to our GRI index on our homepage.
Human rights matters
We are aware of our corporate responsibility and are committed to the principles of sustainability. We
aspire to lead by example, by assuming our corporate responsibility in a holistic way and reporting on
how we do so. Our management approach for a Group-wide commitment to sustainability therefore
includes respect for human rights both in the supply chain and within the company. To ensure that this
is the case, our human rights declaration applies to all the activities of Deutsche Börse Group and its
consolidated entities, including our relations with employees, suppliers and clients. In addition, we have
introduced a code of conduct for suppliers and service providers, which comprises a comprehensive
catalogue of environmental, social and governance criteria (ESG). Suppliers responsible for 99.3 per
cent of our purchasing volume have currently signed an agreement based on the Code of Conduct. It is
standard practice for new suppliers to sign the Deutsche Börse Group’s Code of Conduct or (in
exceptional cases) to make a voluntary commitment of their own.
Capital Markets Academy
Our Capital Markets Academy offers training courses on everything to do with capital markets. They
include specialist seminars, certified courses, system training programmes and examinations for traders.
In addition, Frankfurt Stock Exchange regularly hosts free webinars on current topics for private investors
and uses video tutorials to present contents in a structured, simple and understandable way. With this
free service our aim is to simplify access to complex aspects of capital markets and contribute to the
economic education of society.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Risk management
Financial statements and notes
Remuneration Report
Further information
11. Risk management
Risk management for Deutsche Börse AG and risk reporting to the Executive Board for Deutsche Börse
Group as a whole is centralised with the Chief Risk Officer (CRO). Deutsche Börse AG’s risk
management adheres to the same standards that apply to our subsidiaries that are regulated as banks.
This includes regular reporting to the Executive Board on a number of metrics, which cover operational
risks (e.g. system availabilities and litigations), financial risks, business risks and other special risks. The
Executive Board has defined what is known as a risk appetite for all these areas, which is monitored by
means of the monthly reporting. The Group’s capital and liquidity position is also part of the extensive
reporting to the Executive Board. This ensures that the effectiveness of capital and liquidity planning is
reviewed continuously. The following sections look in more detail at the aspects mentioned above. In
view of their economic importance, we particularly discuss the largest regulated banks in our Group,
namely Clearstream Banking S.A. and Clearstream Banking AG (hereafter Clearstream, including
Clearstream Holding AG) and Eurex Clearing AG.
Our banks follow international standards and comply with the minimum capital requirements set by
regulation (Capital Requirements Regulation, CRR). In addition, they rely on the internal processes to
judge the adequacy of capital and liquidity (Internal Capital Adequacy Assessment Process, ICAAP and
Internal Liquidity Adequacy Assessment Process, ILAAP), which comprise internal stress tests and
constitute a core component of the risk management approach. Clearstream Banking AG and
Clearstream Banking S.A. are also subject to the Central Securities Depositories Regulation (CSDR).
Clearstream companies are also subject to the Minimum Requirements for Own Funds and Eligible
Liabilities (MREL) as of 2022. Eurex Clearing AG and European Commodity Clearing AG are authorised
as central counterparties (CCPs) and are subject to the requirements of the European Market
Infrastructure Regulation (EMIR).
In addition, other Group entities hold different licences to provide regulated activities in the financial
services sector. As such, these entities are subject to comprehensive statutory requirements, inter alia on
risk management (for further information on the regulated entities, please refer to the section on
“Regulatory capital requirements and regulatory capital ratios”). In addition to the above statutory
requirements, there are the Minimum Requirements for Risk Management (MaRisk) issued by the
German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht,
BaFin), and circular 12/552 issued by the Financial Supervisory Authority of Luxembourg (Commission
de Surveillance du Secteur Financier, CSSF). In this context, significant parts of the risk management for
a number of our Group’s companies are defined in the context of the second pillar of the Basel III
regime. Moreover, Clearstream and Eurex Clearing AG have wide-ranging recovery and resolution plans
to comply with the EU Banking Recovery and Resolution Directive (BRRD).
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Risk management
Financial statements and notes
Remuneration Report
Further information
The second core component of our risk management approach is the three lines of defence (3LoD),
which are established at Deutsche Börse AG and our regulated Group companies (banks and securities
companies). This model defines a clear division of functions and responsibilities between the operating
business units (first line of defence), risk management (second line of defence) and internal audit (third
line of defence). The main aspects of 3LoD are described in detail in the section “Centrally coordinated
risk management – a five-stage process”.
Risk management approach and risk controlling
We align our risk management approach with our business model and our corporate strategy. As
Deutsche Börse Group we provide the infrastructure for reliable and secure capital markets, assist
constructively in their regulation and strive to play a leading role in all our business areas. Our risk
management approach is based on three principles:
1. Risk limitation – protecting the company against liquidation and ensuring its continuing operation
“Capital exhaustion should not occur more than once in 1,000 years.” This means that one goal is to
ensure a minimum probability of 99.9 per cent that the total capital available to cover risks will not be
lost within the next twelve months. This approach reflects an economic perspective of risk assessment at
Deutsche Börse Group. In other words, this principle establishes how much risk we can bear and at the
same time what our risk appetite is. Guaranteeing business continuity also means that the regulatory
capital requirements have to be met for the banks and securities firms in the Group, which constitutes a
normative approach to risk assessment.
2. Supporting the business strategy
“Risk management supports the business units to implement the business strategy within the defined
risk appetite.” As such, risks are identified, clearly communicated and the compliance with the risk
appetite monitored. This principle includes risk from organic growth, M&A activities and the use of
transformational technology. The aim is make well-founded strategic decisions within the boundaries of
the defined risk appetite.
3. Appropriate risk/return ratio
“Higher risks are only accepted for an adequate return.” We have set ourselves the goal of ensuring that
risk and return should be reasonably balanced, both for specific business areas in general and for
individual regions, products and customers.
Internal risk management is based on the Group-wide detection and management of risk, which is
focused on its risk appetite, see the chart “Interlocking business strategy and risk management
approach”. Deutsche Börse AG’s Executive Board has overall responsibility, and defines the framework
for risk management throughout the Group. Under these Group-wide risk management requirements,
each business segment and each of our regulated subsidiaries is responsible for managing its own risk.
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Deutsche Börse Group | Annual report 2021
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Management report | Risk management
Financial statements and notes
Remuneration Report
Further information
Implementation in the Group’s organisational structure and workflow
Our risk management approach applies to the entire Deutsche Börse Group. Risk management
functions, processes and responsibilities are binding for all our employees and organisational units. To
ensure that all employees are risk-aware, risk management is firmly anchored in the Group’s
organisational structure and workflows. Regular mandatory training sessions are also held, which were
developed in a project to strengthen the risk culture of all employees. The Executive Board is responsible
for risk management overall, whereas within the subsidiaries it is the responsibility of the management.
The boards and committees given below receive regular information on the risk situation.
The Supervisory Board of Deutsche Börse AG assesses and monitors the effectiveness of the risk
management system and its continuing development. The Supervisory Board has delegated the
evaluation to its Audit Committee. In addition, the Risk Committee examines the risk management
approach and risk appetite on an annual basis.
Deutsche Börse AG’s Executive Board determines the Group-wide risk management approach and risk
appetite and allocates the latter to the company’s individual business segments and business units,
respectively. It ensures that the Group’s risk appetite is and remains compatible with its short- and long-
term strategy, business and capital planning, risk-bearing capacity and remuneration systems.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
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Financial statements and notes
Remuneration Report
Further information
The Executive Board of Deutsche Börse AG also determines what parameters are used to assess risks,
how risk capital is allocated and what procedures apply. It ensures that the requirements for the risk
management approach and the risk appetite are met.
The Group Risk Committee (GRC) reviews the risk position of the Group regularly and involves the
Executive Board in all important matters. The GRC is an internal Group committee, chaired by the Chief
Financial Officer.
The Chief Risk Officer leads the development of proposals for the risk management approach, risk
appetite, approaches and methods for risk monitoring and control, capital allocation and the necessary
processes. Risks are continuously analysed, evaluated and reported quantitatively and qualitatively. The
reports are submitted regularly to the GRC, once a month or as needed to the Executive Board, once a
quarter to the Risk Committee of the Supervisory Board and once a year to the Supervisory Board.
Likewise, the CRO reports to the Audit Committee on the effectiveness of the risk management system
on an annual basis. This system ensures that the responsible bodies can regularly check whether the
defined risk limits are being adhered to consistently.
Our regulated subsidiaries act in the same way, always ensuring that they meet the requirements of the
Group. In particular, they adhere to the risk appetite framework allocated to them by Deutsche Börse
Group. The relevant supervisory boards and their committees are involved in the process, as are the
executive boards and the corresponding risk management functions. Clearstream and Eurex Clearing AG
implement the risk management approach with specific features drawn up for their own businesses.
They therefore also use metrics and reporting formats adapted to the overarching Group structure. In
general, the management of the respective subsidiary is responsible for its risk management approach
and risk appetite; compliance is monitored by the respective supervisory board.
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Deutsche Börse Group | Annual report 2021
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Financial statements and notes
Remuneration Report
Further information
Centrally coordinated risk management – a five-stage process
Our risk management is implemented in a five-stage process. All potential losses should be identified,
recorded centrally and measured, quantitatively whenever possible. Measures for managing them are to
be recommended as necessary and their implementation ensured (see chart “Five-stage risk
management process”). The first stage identifies the risks and the possible causes of losses or
operational malfunctions. In the second stage, the business areas (first line of defence) regularly – or
immediately, in urgent cases – report the risks that they have identified and quantified. The report goes
to the risk management function (part of the second line of defence), which evaluates the potential
threat in a third stage. In the fourth stage the business units manage the risks by avoiding, mitigating or
transferring them, or by actively accepting them. The fifth and final stage involves monitoring different
risk metrics and, where necessary, informing the responsible Executive Board members and committees
of significant risks, their assessment and possible emergency measures. In addition to its regular
monthly and quarterly reports, the CRO division compiles ad hoc reports for members of the Executive
and Supervisory Boards. The risk management functions at Clearstream and Eurex Clearing AG submit
reports to the respective executive boards and supervisory boards. The internal audit function (third line
of defence) is an independent function and monitors both the business units and the risk management
functions.
Approaches and methods for risk monitoring
We use quantitative and qualitative approaches and methods for risk monitoring, with the objective of
providing as complete a picture as possible of our risk situation at all times. To this end, the Group
continuously reviews internal events with regard to their risk properties, while also considering regional
as well as global developments. We are thus able to recognise and analyse existing risks; at the same
time, it is able to swiftly and adequately respond to emerging risks, as well as to changes in the market
or in the business environment.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Risk management
Financial statements and notes
Remuneration Report
Further information
Existing risks
We measure and monitor operational, financial and commercial risks on a continuous basis using a
range of instruments. We adopt an economic perspective to quantify and aggregate risks. A normative
perspective is adopted for the credit institutions that are in focus below – such as Clearstream and Eurex
Clearing AG in particular – and the financial services institutions in the Group. The value at risk (VaR)
model is the main tool for quantification. The purpose of the VaR model is to determine the amount of
capital – given a confidence interval defined ex ante – required to cover very unlikely but possible losses
incurred within twelve months. Moreover, we carry out stress tests in order to simulate extreme, yet
plausible, events and their impact upon the Group’s risk-bearing capacity. Another approach to risk
monitoring, which serves as an early warning system for quantified and non-quantifiable in-house risks,
is complementary risk metrics. These risk metrics are based on IT and security risks, potential losses,
credit, liquidity and business risks.
1. Economic perspective: What risk can the capital cover?
The economic perspective measures risk positions arising from regular operations solely on the basis of
qualitative and quantitative criteria, regardless of the requirements of individual accounting or regulatory
models. This perspective defines the minimum amount of required economic capital (REC). Principle 1
of our risk management approach stipulates that we should not exhaust our risk-bearing capacity in
more than 0.1 per cent of all years. REC calculated in this manner also complies with the requirements
of the second pillar of Basel III for our subsidiaries Clearstream and Eurex Clearing AG. At Group level
we determine our risk-bearing capacity on the basis of reported equity in accordance with International
Financial Reporting Standards (IFRSs). Clearstream and Eurex Clearing AG determine their risk-bearing
capacity on the basis of their regulatory capital (for details, see section “Regulatory capital requirements
and regulatory capital ratios”).
The risk management function regularly calculates the ratio of REC to risk-bearing capacity as a
management metric and so provides an answer to a repetitive but vital risk management question: how
much risk can we afford and what is our current risk exposure? The ratio of REC to risk-bearing capacity
was always below the set limit in the reporting year, i.e. we ensured that our risk-bearing potential was
adequate and we were at no time exposed to insolvency risk.
2. Normative perspective and other regulatory capital requirements
Our banks Clearstream and Eurex Clearing AG also calculate their capital requirements for various risk
types (see the chart “Deutsche Börse Group’s risk profile”) in line with the Pillar I requirements of Basel
III. In addition, Eurex Clearing AG met the EMIR capital requirements, while Clearstream Banking AG
has to comply with CSDR capital requirements as authorisation as a CSD was granted by BaFin and the
CSSF in 2020 and 2021 respectively. Clearstream and Eurex Clearing AG use the standard approach for
analysing and evaluating credit and market risk.
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Financial statements and notes
Remuneration Report
Further information
The two institutions have adopted different approaches regarding operational risk: Clearstream uses the
considerably more complex advanced measurement approach (AMA) in all business units. This means
that it meets the regulatory capital requirements for operational risk set out in the EU’s Capital
Requirements Regulation (CRR). According to the method – which has been approved and is regularly
audited by BaFin – the required capital is allocated to the regulated entities. In contrast, Eurex
Clearing AG employs the basic indicator approach in order to calculate regulatory capital requirements
(for details, see section “Regulatory capital requirements and regulatory capital ratios”).
As already explained in the 2021 half-year financial report, we reduced the defined confidence level for
determining the required economic capital from 99.98 percent to 99.9 percent as of 1 January 2021
while keeping the considered time window constant. This adjustment allows better comparability and
thus better risk management, since the capital requirements are now subject to a uniform confidence
assumption in the economic and normative perspective.
3. Stress tests
Stress tests are carried out in order to simulate separately and in aggregate extreme but plausible events
for all material types of risk. They simulate the occurrence of extreme losses or the accumulation of large
losses within a single year. Both hypothetical and historical scenarios are used and calculated for the
banks and securities firms in the Group. Inverse stress tests are also carried out. They calculate which
loss scenarios or liquidity squeezes would have to materialise for risk-bearing capacity to be exceeded
from a capital or liquidity perspective. Additional adverse scenarios are simulated for the normative
perspective of banks and securities firms. The recovery plans for the banks also include other recovery
stress tests.
4. Risk metrics
Risk metrics are used to quantify the exposure to the most important internal risks against set limits.
They are complementary to the VaR approach and serve to monitor other factors as well as non-
quantifiable risks. Any under- or overshoot of these limits serves as an early warning signal, which is
reported to the Executive Board on a monthly basis. Furthermore, any such breach immediately triggers
the necessary analysis and risk mitigation processes.
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Emerging risks
Our risk management approach also contains a sustainable long-term component by considering risks
over a twelve-month horizon, in addition to the current risk exposure. For this purpose, we have
developed so-called risk maps tailored specifically for expected or upcoming regulatory requirements and
IT and information security risks. In addition, other operational, business and financial risks are also
assessed beyond a twelve-month period. Risk maps classify risks by their probability of occurring and by
their financial impact, should they materialise. A review process of Environment Social Governance
(ESG) aspects is also carried out as part of the Group Risk Committee.
Structure of the internal control system
Deutsche Börse has a Group-wide internal control system (ICS) that defines the minimum requirements
for all entities in the Group. The ICS comprises rules for managing our activities as well as guidelines
defining how compliance with these rules is monitored. Monitoring takes place by means of both
process-integrated measures (such as organisational safeguards and controls) as well as process-
independent measures. It should be emphasised that the monitoring covers both the financial and non-
financial effects of risks, especially on the process level. All business divisions are responsible for
ensuring that Group-wide ICS requirements are met in their respective areas of responsibility.
The purpose of the accounting-related ICS is to ensure correct accounting practices. The central
Financial Accounting and Controlling (FA&C) division, together with decentralised units acting on the
requirements set out by FA&C, are responsible for preparing the accounts at Deutsche Börse AG and its
consolidated subsidiaries. Group Tax is responsible for determining tax items for accounting purposes.
The relevant department heads are responsible for the related processes, including effective security and
control measures. The aim is to ensure that risks relating to the accounting process are identified early
on, so that remedial action can be taken in good time.
In order to assure uniform and consistent accounting, FA&C provides regularly updated accounting
manuals and guidelines and instructions for the material accounting processes – as part of the
preparation of the annual and consolidated financial statements of Deutsche Börse AG. All employees in
the FA&C area, as well as in decentralised units, have access to these documents and the accounting
and account assignment guidelines, allowing them to see for themselves the scope of managerial
discretion and accounting options Deutsche Börse Group exercises.
Moreover, we continuously monitor and analyse changes in the accounting environment and adjust our
processes accordingly. This applies in particular to national and international accounting standards.
Another key component of our ICS is the principle of segregation of duties: tasks and authorities are
clearly assigned and separated from each other in organisational terms. Incompatible tasks – such as
modifying master data on the one hand and issuing payment instructions on the other – are strictly
segregated at a functional level. An independent control unit grants individual employees access rights to
the accounting system and continuously monitors these permissions using a so-called incompatibility
matrix. Transactions are initially recorded in the general ledger or the appropriate sub ledgers on the
basis of the chart of accounts and the account allocation guidelines.
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Significant subsidiaries of Deutsche Börse Group maintain and consolidate their general ledgers in the
same system. Accounting data from other companies is uploaded for inclusion in the consolidated
financial statements. Receivables, liabilities, expenses and income for individual transactions are
recorded in separate accounts under the name of the counterparty concerned. Any consolidation
differences are reviewed centrally and sent to the accounting departments of the companies concerned
for clarification.
The processes, systems and controls described above aim to provide reasonable assurance that our
accounting system complies with the applicable principles and laws. In addition, Compliance and
Internal Audit act as a further line of defence, performing risk-based, process-independent controls on
whether the ICS is appropriate and effective. The Executive Board and the Audit Committee established
by the Supervisory Board receive regular reports on the effectiveness of the ICS with respect to the
financial reporting process.
Risk description
The following section describes the types of risk that we generally have to manage and presents the risks
it actually faces. It also explains the measures that we use to attempt to prevent incidents, and to
minimise their financial effects.
Risk profile
Our risk profile is fundamentally different from that of other financial services providers. We differentiate
between the three types of risk: operational risk, financial risk and business risk. Project risks also exist
but we do not specifically quantify them as their impact is already reflected in the three risk types. In
contrast to the risks of traditional financial services providers, the majority of our risks are of an
operational nature (see the charts below: “Required economic capital for German universal banks by risk
type” and “Required economic capital for Deutsche Börse Group by risk type”).
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Operational risk greater than financial and business risk
We use the utilisation of risk-bearing capacity from an economic perspective as an internal management
indicator for the whole Group (see the section “Approaches and methods for risk monitoring” for an
explanation of these terms). In addition to the financial and operational risk already mentioned, business
risk is also identified and assessed. This relates in particular to potential threats to revenue such as price
pressure or loss in market share as well as cost risks. The economic perspective reveals that financial
risk (including pension risks as part of market risk) accounts for 36 per cent of all Group risks. Business
risks do not have to be backed up anymore with equity as at the reporting date. This is due to internal
modifications made to the model in the reporting year to determine these business risks. As a side effect
of this model adjustment, the reported relative share of financial risks is now also increasing compared
to the previous year. Details on this will be provided further on. The third type of risk is much more
important for us: operational risks account for 64 per cent or nearly two thirds of the REC. The
additional capital requirements of our subsidiaries are described in the section “Regulatory capital
requirements and regulatory capital ratios”.
The three risk types applicable to us are described in detail below, in the order of their importance.
Operational risk
For us, operational risks comprise the unavailability of systems, service deficiency, damage to physical
assets as well as legal disputes and business practices (see the chart below: “Operational risk at
Deutsche Börse Group”). Human resources risks are quantified just like other operational risks.
Operational risks are measured using scenarios. The share of operational risk of the REC was 64 per
cent as at 31 December 2021.
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Unavailability of systems
Operational resources such as the T7® trading system are essential for our service offering. They should
never fail in order to ensure that market participants can trade securities or derivatives at any time and
without delay. We therefore measure the availability of these systems as an important risk indicator. In
line with our risk management approach, the business areas are responsible for monitoring the
indicators.
The longer the downtime for one of these systems, the larger the potential loss. An outage could be
caused by software or hardware issues; in unlikely cases, the availability of the systems could be
affected by acts of cyber-crime or terrorist attack. In the past, only limited failures have occurred with the
T7 system. In practice, there has never been a system failure lasting longer than one day. We have taken
a number of measures to further minimise the risk of failure lasting an entire day or longer, e.g. the
redundancy of the network infrastructure. However, malfunctions in the IT infrastructure can never be
ruled out completely. In such cases, short-term countermeasures are initiated to address the incidents.
Since availability risk is the biggest operational risk for the Group it is the subject of regular testing. This
simulates the impact of a failure of our own systems or those of suppliers.
Service deficiency
Risks can also arise if a service provided to a customer is inadequate and this leads to complaints or
legal disputes. One example would be errors in the settlement of securities transactions due to defective
products and processes or mistakes in manual entries. A second example is handling errors in the
collateral liquidation process in the event of the default of a large clearing customer. Such errors have
not occurred to date in the rare case of a failure. The related processes are tested at least annually.
Other sources of errors may lie with suppliers or defective products. Then there are errors that may result
in the loss of client assets and invoicing errors. We register all complaints and formal objections as a key
indicator of deficient processing risk.
Damage to physical assets
Natural disasters, accidents, terrorism or sabotage are other operational risks that could, for example,
cause the destruction of or severe damage to a data centre. Business Continuity Management aims at
averting significant financial damage (see the chart “Business Continuity Management”).
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Legal disputes and business practice
Losses can also result from ongoing legal proceedings. These can occur if Deutsche Börse Group
breaches laws or other requirements, enters into inadequate contractual agreements or fails to monitor
and observe case law to a sufficient degree. Legal risk also includes losses due to fraud and labour law
issues. This could entail, for example, losses resulting from insufficient anti-money laundering controls
or breaches of competition law or of banking secrecy. Such operational risks can also arise if government
sanctions are not observed, e.g. in case of conflicting laws of different jurisdictions, or in the event of
breaches of other governmental or overarching regulations. The claims asserted against Deutsche Börse
Group in the legal disputes presented below were not translated into the actual reporting currency Euro.
Litigation Involving Clearstream Banking S.A. in connection with the Central Bank of Iran
Clearstream Banking S.A. is involved in different legal proceedings in Luxembourg and the U.S. in
connection with the Iranian central bank, Bank Markazi. On the one hand of this, different plaintiffs
groups – each of which have obtained U.S. judgments against Iran and/or Bank Markazi – are seeking
turnover of assets that Clearstream Banking S.A. is holding as custodian and that are attributed to Bank
Markazi. Several of the plaintiffs groups also raise direct claims for damages against Clearstream
Banking S.A. On the other hand, Bank Markazi is suing, among others, Clearstream Banking S.A. in
Luxembourg in connection with assets that currently or in the past were held by Clearstream Banking
S.A. as custodian.
On the basis of a binding and enforceable U.S. judgment in 2013, assets in an amount of approx.
USD 1.9 billion were already turned over to a plaintiffs group in a U.S. proceeding (“Peterson I”) to
which also Bank Markazi was a party. Currently, the following proceedings that were initiated by the
mentioned plaintiffs groups and that primarily target assets attributed to Bank Markazi are ongoing:
„Peterson II“ plaintiffs group: On 30 December 2013, plaintiffs filed a complaint in the U.S. against
Clearstream Banking S.A. and other parties seeking turnover of certain assets that Clearstream Banking
S.A. holds as a custodian in Luxembourg and that are attributed to Bank Markazi. Parts of the case
since then reached the U.S. Supreme Court. After remand the case now is before the district court
again where the plaintiffs lastly have filed a motion for summary decision on their asserted turnover
claim. Alternatively, the plaintiffs have requested a preliminary court decision ordering the transfer to
the U.S. of the relevant assets.
„Havlish“ plaintiffs group: On 14 October 2016, plaintiffs filed a complaint in the U.S. against
Clearstream Banking S.A. and other parties. Besides the request for turnover of certain assets that
Clearstream Banking S.A. holds as a custodian in Luxembourg, the complaint also asserted direct
damage claims against Clearstream Banking S.A. and other defendants in the amount of up to approx.
USD 6.6 billion (plus punitive damages and interest). On 12 October 2020, an amended complaint
was filed in this case, which added further plaintiffs and which in turn asserted additional damages of
approx. USD 3.3 billion (plus punitive damages and interest) against Clearstream Banking S.A. and the
other defendants.
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„Levin“ plaintiffs group: On 26 December 2018, plaintiffs filed a complaint in the U.S. against
Clearstream Banking S.A. and other parties. Besides the request for turnover of certain assets that
Clearstream Banking S.A. holds as a custodian in Luxembourg, the complaint also asserts direct
damage claims against Clearstream Banking S.A. and other defendants in the amount of up to approx.
USD 29 million (plus punitive damages and interest).
„Heiser“ plaintiffs group: On 4 December 2019, plaintiffs from a previous case filed a new complaint in
the U.S. against Clearstream Banking S.A. targeting turnover of certain assets that Clearstream Banking
S.A. holds as a custodian in Luxembourg.
„Ofisi“ plaintiffs group: On 26 August 2020, plaintiffs filed a complaint in the U.S. against Clearstream
Banking S.A. and other parties. Besides the request for turnover of certain assets that Clearstream
Banking S.A. holds as a custodian in Luxembourg, the complaint also asserts direct damage claims
against Clearstream Banking S.A. and other defendants in the amount of up to approx. USD 8.7 billion
(plus punitive damages and interest).
On 24 November 2020, plaintiffs from the abovementioned Havlish case also sued Clearstream
Banking S.A. and other parties in Luxembourg. The complaint, among others, asserts direct damage
claims against Clearstream Banking S.A. and other defendants in the amount of up to approx.
USD 5.5 billion (plus interest).
In connection with assets concerning Bank Markazi, Bank Markazi on 17 January 2018 filed a
complaint in Luxembourg court naming Clearstream Banking S.A. and Banca UBAE S.p.A. as
defendants. The complaint primarily seeks the restitution of assets totaling approximately USD 4.9
billion (plus interest), which the complaint alleges are held on accounts of Banca UBAE S.p.A. and Bank
Markazi with Clearstream Banking S.A. Alternatively, Bank Markazi seeks damages in the same amount.
In another proceeding, on 30 April 2021, a Luxembourg first instance court at the request of Bank
Markazi issued a declaratory judgment in connection with, amongst others, the abovementioned
Peterson II proceeding pending in the U.S. The first instance decision of 30 April 2021 subjects the
transfer of assets attributed to Bank Markazi based on a U.S. decision to the requirement of prior judicial
recognition in Luxembourg, violation of which is punishable by a fine of €10 million. Clearstream has
filed an appeal against the decision.
On 15 June 2018, Banca UBAE S.p.A. filed a complaint against Clearstream Banking S.A. in
Luxembourg court. This complaint is a recourse action related to the above-mentioned complaint filed by
Bank Markazi against Clearstream Banking S.A. and Banca UBAE S.p.A. and asks that Banca UBAE
S.p.A. be indemnified and held harmless by Clearstream Banking S.A. in the event that Banca UBAE
S.p.A. loses the legal dispute brought by Bank Markazi and is ordered by the court to pay damages to
Bank Markazi.
Independent of whether Clearstream Banking S.A. should be required to turn over assets attributed to
Bank Markazi in the U.S., the executive board does not think that claims for damages raised against
Clearstream Banking S.A. in Luxembourg or in the U.S. will be successful. Based on this as of 31
December 2021 and unchanged from the previous year, no provisions were made in connection with
the aforementioned matters.
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Further litigations and proceedings
Litigations
Starting on 16 July 2010, the insolvency administrators of Fairfield Sentry Ltd. and Fairfield Sigma Ltd.,
two funds domiciled on the British Virgin Islands, filed complaints in the U.S. Bankruptcy Court for the
Southern District of New York, asserting claims against more than 300 financial institutions for
restitution of amounts paid to investors in the funds for redemption of units prior to December 2008. On
14 January 2011, the funds’ insolvency administrators filed litigation against Clearstream Banking S.A.
for the restitution of USD 13.5 million in payments made for redemption of fund units, which the funds
made to investors via the settlement system of Clearstream Banking S.A. The proceedings, which were
suspended for several years, are ongoing.
A buyer of an MBB Clean Energy AG (MBB) bond, which is held in custody by Clearstream Banking AG
and was listed on the Frankfurt Stock Exchange, filed a lawsuit at a Dutch court concerning claims for
damages in the amount of € 33 million against Clearstream Banking AG, Deutsche Börse AG and other
parties. The lawsuit was dismissed at first instance in October 2020; the plaintiff filed an appeal against
the judgment.
On 23 July 2021, Clearstream Banking AG was served with a lawsuit that Air Berlin PLC i.L. had
announced by way of an ad hoc announcement on 25 June 2021. The insolvency administrator in
connection with the assets of Air Berlin PLC i.L. claims the payment of approximately € 497.8 million
from Clearstream Banking AG as personally liable partner of Air Berlin PLC i.L. due to Brexit and seeks
declaratory relief that Clearstream Banking AG is liable for all debts which have not already been
approved to the insolvency table.
On 24 January 2022, Clearstream Banking AG was served with a complaint naming Clearstream
Banking AG and two other parties as jointly and severally liable defendants. The lawsuit seeks damages
of approximately € 216 million (plus interest) and declaratory relief that the defendants are liable for
future damages. The claims pursued in the lawsuit are related to instructions to transfer securities that
were not executed due to, among others, official measures.
The Executive Board does not expect that Group companies can be successfully held liable for these
matters either and a material change of the risk situation of the Group currently is not discernible for the
Executive Board.
Proceedings
On 2 April 2014, Clearstream Banking S.A. was informed that the United States Attorney for the
Southern District of New York has opened a grand jury investigation against Clearstream Banking S.A.
due to Clearstream Banking S.A.’s conduct with respect to Iran and other countries subject to U.S.
sanction laws. Clearstream Banking S.A. is cooperating with the US attorney.
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In September 2017, Clearstream Banking AG and Clearstream Banking S.A. were made aware that the
Public Prosecutor’s Office in Cologne had initiated proceedings for tax evasion against an employee of
Clearstream Banking AG for his alleged involvement in the settlement of transactions of market
participants over the dividend date (cum/ex transactions). On 22 January 2018, the Public Prosecutor’s
Office in Cologne addressed to Clearstream Banking AG a notification of hearing Clearstream Banking AG
and Clearstream Banking S.A. as potential secondary participants (Nebenbeteiligte). Starting on 27
August 2019, together with other supporting authorities, the Public Prosecutor’s Office in Cologne
conducted searches of the offices of Clearstream Banking AG, Clearstream Banking S.A., as well as other
Deutsche Börse Group companies and sites. In the course of these measures, Deutsche Börse Group
entities were made aware that the Public Prosecutor’s Office in Cologne has extended the group of
accused persons (Beschuldigte) to include current and former employees of Deutsche Börse Group
companies as well as executive board members of subsidiaries of Deutsche Börse AG. In 2020,
Deutsche Börse became aware of a further extension of the group of accused persons among current
and former employees of Deutsche Börse AG’s subsidiaries. Due to the still early stage of the
proceedings, it is still not possible to predict timing, scope or consequences of a potential decision. The
companies concerned are cooperating with the competent authorities. They do not expect that they could
be successfully held liable.
Measures to mitigate operational risk
We take specific measures to reduce operational risks. Among them are emergency and contingency
plans, measures to ensure information security and the physical safety of employees and buildings as
well as compliance rules and procedures. In addition, we have insurance policies that partly cover the
potential financial consequences of operational incidents.
Emergency and contingency plans
It is essential for the Group that we provide our products and services as reliably as possible. We have to
maintain our business operations and safeguard against emergencies and crises. If our core processes
and resources are not available, this represents not only a substantial risk for the entire Group but also
even a potential systemic risk for the financial markets in general. As a result, we have set up a system
of emergency and crisis plans covering the entire Group (business continuity management, BCM). This
covers all processes designed to ensure continuity of operations in the event of a crisis and significantly
reduces unavailability risk. Measures include precautions relating to all important resources (systems,
workstations, employees, suppliers), including the redundant design of essential IT systems and the
technical infrastructure, as well as emergency measures designed to mitigate the unavailability of
employees or workspaces in core functions. This includes unavailability due to pandemic based events,
like the coronavirus outbreak in 2020. This situation is being handled in accordance with the Group’s
Incident and Crisis Management Process. Activities are centrally coordinated to ensure the continuity of
the Group’s critical operations as well as employees’ health and safety. Examples of such emergency and
contingency measures are listed in the following chart “Business continuity management” chart.
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Preparations for emergencies and crises
Our Group has introduced and tested a management process for emergencies and crises that enables us
to respond quickly and in a coordinated manner. This is intended to minimise the effects on business
processes and on the market and to enable a quick return to regular operations. All business segments
have appointed emergency managers to act as central contacts and take responsibility during
emergencies and crises. The emergency managers inform the Executive Board or raise the alarm with
them in the case of severe incidents. In the event of a crisis, the Executive Board member responsible for
the affected business area acts as the crisis manager or delegates this role.
Our emergency and contingency plans are tested regularly by rehearsing critical situations as realistically
as possible. Such tests are generally carried out unannounced. The test results are evaluated based on
the following criteria:
Functionally effective: the measures must be technically successful.
Practicable: the employees must be familiar with the emergency procedure and be able to execute it.
Timely: emergency measures must ensure that operations restart within the intended time period,
namely the recovery time objective (RTO).
Information technology risks
As mentioned in the section on information security, attacks on IT systems and their data, particularly by
cybercriminals, constitute operational risks for the Group. For us, as for other financial services providers
and the industry as a whole, there is a pervasive and ever-increasing set of threats. Unauthorised
access, change and loss of information, as well as non-availability of information and services, may all
arise as a result of such attacks (such as phishing, denial-of-service and ransomware attacks). There
was no successful attack on the Group’s core systems in 2021.
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Physical security
We place great importance on physical security issues due to the constantly changing global security
risks and threats. Corporate Security has developed an integral security concept to protect the company,
its employees and values from internal and external attacks and threats – in a proactive as well as
reactive manner. Analysts continuously assess the security situation at our locations and are in close
contact with authorities (Federal Criminal Police Office – BKA, Federal Office for the Protection of the
Constitution – BfV, etc.), security services providers, and security departments of other companies.
Multi-level security processes and controls ensure physical safety at our locations. Physical access to
buildings and values is monitored permanently; it is based on the access principle of “least privilege”
(need-to-have basis). Penetration tests and other tests are carried out on a regular basis to verify the
efficiency and effectiveness (as well as the quality) of the security processes at our locations.
In an increasingly competitive global market environment, access to know-how and confidential
company information can be a major financial advantage to outsiders or competitors. We apply state-of-
the-art technology to prevent our knowledge from being obtained illegally, e.g. through wiretapping.
Furthermore, Corporate Security is tasked with providing support to our employees while they are
travelling or on foreign assignment, i.e. protecting them from risks in the areas of crime, civil unrest,
terrorism and natural disasters. In this context we have established a worldwide travel security
programme, which guarantees a risk assessment before, during and after travelling, supported by a
travel-tracking system and a central 24/7 emergency telephone number.
Insurance contracts
Operational risks that we cannot or do not wish to bear ourselves are transferred to insurance
companies, if this is possible at a reasonable price. All insurance contracts are reviewed individually and
regularly to identify potential for optimisation.
Financial risk
We divide our financial risk into credit, market and liquidity risk (see the “Financial risk at Deutsche
Börse Group” chart below). At Group level, these risks account for about 36 per cent of the REC (this
information only includes credit and market risk; liquidity risk is not quantified as part of the REC; see
Note 24 to the consolidated financial statements). They occur principally at our banking subsidiaries.
The presentation therefore focuses on our subsidiaries in “Trading & Clearing” (Eurex Clearing AG) and
“Post-Trading” (Clearstream). By incorporating the Crypto Finance group, our current business has been
enriched with a brokerage business, having its own risk structure. However, as this business type is
characterised by a trading book that is widely hedged against market price moves, the general risk
profile of the group is not significantly impacted.
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Credit risk
Credit risk and counterparty default risks describe the danger that one of our counterparties might not
meet its contractual obligations, or not meet them in full. Measurement criteria include the credit rating
of the counterparty, the degree to which the credit line has been utilised, the collateral deposited and
concentration risk. Although Clearstream and Eurex Clearing AG often have short-term exposures against
counterparties totalling several billion euros overall, these are generally secured by collateral deposited
by the market participants. However, Clearstream may have short-term unsecured exposures with
correspondence banks in the course of clearing securities transactions.
Clearstream grants loans to its clients in order to make the securities settlement more efficient. This type
of credit business is, however, fundamentally different from the classic lending business. On the one
hand, credit is extended solely for less than a day, and it is generally collateralised and granted to clients
with a high credit rating on the other. Furthermore, the credit lines granted can be revoked at any time.
Furthermore, Clearstream Banking S.A. is exposed to credit risk arising from its strategic securities
lending transactions (ASLplus). Only selected banks act as borrowers. All lending transactions are fully
backed with collateral. Only selected bonds with a high credit rating are permitted for use as collateral.
Under its terms and conditions, Eurex Clearing AG only enters into transactions with its clearing
members. Clearing mainly relates to defined securities, rights and derivatives that are traded on specific
stock exchanges. Eurex Clearing AG also offers this service for over-the-counter (OTC) products such as
interest rate swaps and forward rate agreements. As a central counterparty, it intervenes between the
parties to a transaction. By offsetting reciprocal claims and requiring clearing members to post collateral,
Eurex Clearing AG mitigates the credit risk exposure.
To date, no default by one of our clients with a secured credit line has resulted in a financial loss for us.
We therefore consider the risk of client default resulting in material losses for us to be low. Moreover, we
regularly evaluate the reliability of the recovery plans at our subsidiaries Clearstream and Eurex Clearing
AG in various scenarios (including counterparty defaults), and for the resulting credit risk.
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Credit risk can also arise from cash investments. The Treasury department is responsible and has Group-
wide authority. Treasury invests both our funds and those deposited with our subsidiaries by our
customers, mostly on a secured basis. We have never incurred a loss from these investment transactions
to date.
Clearstream and Eurex Clearing AG run stress tests to analyse scenarios, such as the default of their
largest client. The figures determined in this way are compared with the limits defined as part of the
companies’ risk-bearing capacity. In addition, the impact of several clearing counterparties defaulting at
the same time is calculated for Eurex Clearing AG. Moreover, inverse stress tests are run to determine the
number of counterparties that would have to default for losses to exceed the risk cover amount. The
stress scenarios drawn up in the previous year were expanded in 2021, especially in view of the
ongoing coronavirus pandemic and the potential future defaults at banks. The results were analysed
continuously and included in the calculation of risk-bearing capacity.
We generally track a variety of risk indicators in addition to our risk metrics REC, regulatory capital
requirements and the stress tests performed for credit risk. These include the extent to which individual
clients utilise their credit lines, and where credit is concentrated.
Reducing credit risk
Our subsidiaries assess the creditworthiness of potential customers or counterparties to an investment
before entering into a business relationship with them. We do this in the same way and determine the
credit lines for individual borrowers based on customer requirements and regular credit checks, which
our subsidiaries supplement with ad hoc analyses if necessary. Our subsidiaries define safety margins for
the collateral depending on the risk involved and review them continuously.
We reduce our risk when investing funds belonging to Group companies and client deposits by
distributing investments across multiple counterparties, all with a high credit quality, by defining
investment limits for each counterparty and by investing funds primarily in the short term and in
collateralised form if possible. Investment limits are established for each counterparty on the basis of at
least annual credit checks and using ad hoc analyses, as necessary. Since extending its licence as an
investment and credit institution under Kreditwesengesetz (German Banking Act), Eurex Clearing AG can
also use the permanent facilities at Deutsche Bundesbank; it is thus in a position to manage the majority
of client funds in a central bank environment.
Investment losses on currencies for which Eurex Clearing AG has no access to the respective central
banks will be borne, on a pro-rata basis, by Eurex Clearing AG and by those clearing members active in
the currency where losses were incurred. The maximum amount which each clearing member will have
to contribute in this manner is the total amount such clearing member has pledged with Eurex
Clearing AG as cash collateral in this currency. The maximum amount to be borne by Eurex Clearing AG
is €50 million.
Given the size and volatility of its clients’ liabilities, Eurex Clearing AG has developed a leading-edge
collateral management. This system is described in detail in the following section.
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Certainty for participants and the clearing house
Each clearing member must prove that it has liable capital (or, in the case of funds, assets under
management) equal to at least the amounts that Eurex Clearing AG has defined for the different markets.
The amount of liable capital (or assets under management) for which evidence must be provided
depends on the risk. To mitigate Eurex Clearing AG’s risk that clearing members might default before
settling open transactions, members are obliged to deposit collateral in the form of cash or securities
(margins) on a daily basis and, if required, to meet additional intraday margin calls.
Eurex Clearing AG only permits securities with a high credit quality and liquidity to be used as securities
collateral for margin calls. Internal valuations and external ratings are used to determine the credit
quality. On the basis of these consolidated ratings, only securities that are classified as at least
investment grade are permitted. The minimum for bank bonds has been raised to at least “A–” due to the
potential wrong-way risks. Acceptance criteria are reviewed continuously. Market risk is also covered by
haircuts with a confidence level of at least 99.9 per cent. Hence, securities of issuers with lesser credit
quality are subject to higher haircuts than those applied to securities with higher credit quality. Eligible
collateral that no longer meets the high credit rating requirements at a later point in time (e.g. due to a
new consolidated rating) is excluded. Risk inputs are checked monthly and the haircuts recalculated
daily for each security. In addition, a minimum safety margin applies to all securities.
Margins are calculated separately for clearing member accounts and client accounts. Gains and losses
resulting from intraday changes to the value of financial instruments are either settled in cash by the
counterparties (variation margin) or deposited with Eurex Clearing AG as collateral by the seller due to
the change in the equivalent value of the item (premium margin). In the case of bond, repo or equity
transactions, the margin is collected from either the buyer or the seller (current liquidating margin),
depending on how the transaction price performs compared to the current value of the financial
instruments. The purpose of these margins is to offset gains and losses.
In addition, Eurex Clearing AG uses additional collateral to protect itself in the case of default by a
clearing member against any risk that the value of the positions in the member’s account will deteriorate
in the period before the account is settled. This additional collateral is known as the initial margin. The
target confidence level here is at least 99.0 per cent (with a minimum two-day holding period) for
exchange-traded transactions, or 99.5 per cent (with a five-day holding period) for OTC transactions.
Every day, Eurex Clearing AG verifies whether the margins match the necessary confidence level. The
initial margin is currently calculated using both the risk-based margining method and the Eurex Clearing
Prisma method. The Eurex Clearing Prisma method is available for all traded derivatives contracts. In
contrast to the risk-based margining method, this method takes the clearing member’s entire portfolio –
as well as historical and stress scenarios – into account when calculating margin requirements. The
objective is to cover market fluctuations for the entire liquidation period until the account is settled. In
contrast to the Eurex Clearing Prisma method the risk-based margining method only partially takes
portfolio effects into consideration when defining margin requirements. At present, it is still used for cash
market products, physical deliveries and repo transactions.
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In addition to the margins for current transactions, each clearing member contributes to a default fund,
with the contributions based on its individual risk profile. This fund is jointly liable for the financial
consequences of a default by a clearing member to the extent that this cannot be covered by the
member’s individual margin, and its own and Eurex Clearing AG’s contributions to the default fund.
Eurex Clearing AG uses daily stress tests to check whether its default fund is adequate enough to absorb
a default of its two largest clearing members. This involves subjecting all current transactions and their
collateral to market price fluctuations at a confidence level of at least 99.9 per cent. In order to be able
to determine potential losses in excess of a clearing member’s individual margins, the impact on the
default fund of a potential default is simulated. Eurex Clearing AG has defined limits which, when
exceeded, trigger an immediate adjustment to the size of the default fund if necessary. The following
lines of defence are available in case a clearing member is unable to meet its obligations to Eurex
Clearing AG due to a delay in performance or a default:
First, Eurex Clearing AG may net the relevant clearing member’s outstanding positions and transactions
and/or close them – in terms of the risk involved – by entering into appropriate back-to-back
transactions, or settle them in cash. Clients’ segregation models would be taken into account
accordingly.
Any potential shortfall that might be incurred in connection with such a closing or cash settlement, as
well as the associated costs, would be covered in the first instance by the collateral provided by the
clearing member concerned. As at 31 December 2021, collateral amounting to €74,371 million had
been provided for the benefit of Eurex Clearing AG (after haircuts).
After this, the relevant clearing member’s contribution to the default fund would be used to cover the
open amount. Contributions ranged from €1 million to €342 million as of 31 December 2021.
Any remaining shortfall would initially be covered by a contribution to the default fund by Eurex
Clearing AG. Eurex Clearing AG’s contribution amounted to €200 million as of 31 December 2021.
Only then would the other clearing members’ contributions to the default fund be used proportionately.
As at 31 December 2021, aggregate default fund contribution requirements for all clearing members of
Eurex Clearing AG amounted to €6,130 million. After the contributions have been used in full, Eurex
Clearing AG can request additional contributions from each clearing member, which can be at most
twice as high as their original default fund contributions. In parallel to these additional contributions,
Eurex Clearing AG provides additional funds of up to €300 million, provided via a letter of comfort from
Deutsche Börse AG (see below). These additional funds will be used together with the additional
clearing member contributions, on a pro-rata basis.
Next, the portion of Eurex Clearing AG's equity which exceeds the minimum regulatory equity would be
realised.
Finally, the remaining minimum regulatory equity of Eurex Clearing AG would be drawn upon.
Deutsche Börse AG has issued a letter of comfort in favour of Eurex Clearing AG. With this letter of
comfort, Deutsche Börse AG commits to provide Eurex Clearing AG with the funds required to meet its
obligations – including the obligation to provide additional funds of up to €300 million, as mentioned
before. The maximum amount to be provided under the comfort letter amounts to €600 million,
including payments already made. Third parties are not entitled to any rights under the comfort letter.
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In the event of default by a clearing member, Eurex Clearing AG carries out a Default Management
Process (DMP), with the objective of closing out all positions assumed as a result of the default. Within
the scope of the DMP, any costs incurred in connection with such close-out are covered using collateral
from Eurex Clearing AG’s lines of defence. Essentially, within the DMP framework, products which share
similar risk characteristics are assigned to liquidation groups that are liquidated using the same process.
Within a liquidation group, Eurex Clearing AG will balance its position by transferring defaulted positions
to other clearing members, either via an auction or by way of bilateral independent sales. Potential
claims against Eurex Clearing AG, arising from the settlement of positions assumed from the defaulted
clearing members, are covered by the collateral from the multiple lines of defence. Whenever necessary,
these collateral items are disposed of in the market by way of bilateral independent sales, in order to
cover the outstanding claims from settling the open positions. The DMP will therefore not only contribute
to the security and integrity of capital markets, but will also protect non-defaulted clearing members from
any negative effects resulting from the default.
In the past, the DMP of Eurex Clearing AG has been used four times, involving the defaults of Gontard &
MetallBank (2002), Lehman Brothers (2008), MF Global (2011), and Maple Bank (2016). In all of the
cases mentioned above, the funds pledged as collateral by the defaulted clearing member were sufficient
to cover losses incurred upon closing out positions – in fact, a significant portion of resources was
returned to the defaulted clearing member.
European Commodity Clearing AG assumes the function of central counterparty in the Group for clearing
commodity contracts. As with Eurex Clearing AG, credit risks are managed by a multi-level system
according to the EMIR and the Group’s risk management standards. The main element for mitigating
credit risk is highly liquid collateral, which is obtained from clearing members in the form of initial
margin and contributions to the default fund. Collateral is provided mainly in monetary form.
The geopolitical situation, as well as supply and demand effects, caused significant increases in price
and volatility for many of the gas and power contracts cleared by European Commodity Clearing AG from
September 2021 onwards. The models used to calculate the initial margin reflect this higher pricing and
volatility. This resulted in a significant increase in initial margin to €39,203 million as at 31 December
2021. There were no defaults by clearing members or other material disruptions to operations.
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Market risk
Market risk include risks of an adverse development of interest rates, exchange rates or other market
prices, as well as pension risks. We measure these risks using Monte Carlo simulations based on
historical price data, as well as corresponding stress tests.
Our subsidiaries Clearstream and Eurex Clearing AG invest parts of their equity in securities with the
highest credit quality. Part of these securities have a variable interest rate, interest rate risk is low. We
avoid open currency positions whenever possible. Furthermore, market risk could result from ring-fenced
pension plan assets for our employees (Contractual Trust Arrangement (CTA), Clearstream's pension fund
in Luxembourg). We reduced the risk of extreme losses by deciding to invest the bulk of the CTA on the
basis of a value preservation mechanism.
Pensions for our past and present employees are managed in a variety of pension funds. The pension
risk stems from changes in the main parameters: discount rate, salary growth, inflation and the life
expectancy of employees. Most of the risk comes from the effects of changes in the discount rate used to
calculate pension obligations and pension plan assets.
Liquidity risk
Liquidity risk arises if a Group company is potentially unable to meet its upcoming payment obligations
on time and in full or if it can only do so at a higher refinancing cost. Operating liquidity is mainly
covered internally, by retaining earnings. Our aim is to hold sufficient liquidity to be able to meet all our
obligations as they fall due. An intra-Group cash pool is used to pool surplus cash from our subsidiaries
with Deutsche Börse AG, as far as regulatory and legal provisions allow. Liquid funds are invested in the
short term in order to ensure that they are available. Short-term investments are also largely secured by
liquid bonds from first-class issuers. We have access to short-term external sources of financing, such as
agreed credit lines with individual commercial banks or consortia, and a commercial paper programme.
In recent years, we have used our access to the capital markets to issue corporate bonds in order to
meet our structural financing needs.
Since Clearstream’s investment strategy aims to be able to repay customer deposits at all times, maturity
limits are set carefully. In addition, extensive sources of financing are available at all times, such as
ongoing access to the liquidity facilities at Deutsche Bundesbank and Banque centrale du Luxembourg.
Due to its role as a central counterparty, Eurex Clearing AG has strict liquidity guidelines and its
investment policy is correspondingly conservative. Regular analyses ensure the appropriateness of the
liquidity guidelines. In addition, Eurex Clearing AG can use Deutsche Bundesbank’s permanent facilities.
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At Group level we can also be exposed to liquidity risk in case of a customer default. If a clearing
member of Eurex Clearing AG defaults, its member position is liquidated. If a Clearstream customer
defaults, the – secured and generally intraday – credit line granted to increase settlement efficiency
would be called, and the collateral provided by the client could then be liquidated. A decline in market
liquidity, following a market disruption, would increase the liquidity risk exposure at Group level.
Clearstream and Eurex Clearing AG use stress tests to calculate the daily liquidity that would be required
if their two biggest customers defaulted and report this monthly. They maintain sufficient liquidity to
cover the requirement. Potential risks that are identified in the course of stress tests are analysed and
corresponding risk-reduction measures initiated. Aggregated across all currencies, Eurex Clearing AG and
Clearstream always had sufficient liquidity to cover their actual liquidity needs in 2021.
Risks from the use of financial instruments
Since the investment policy for both Clearstream and Eurex Clearing AG is conservative, derivative
financial instruments such as interest rate or currency swaps are used exclusively for hedging purposes
and therefore do not contribute to an increase in any financial risks.
Business risk
Business risk describes the unexpected residual loss that would occur if the earnings at risk exceed the
forecast net profit after tax, which can be due to the competitive environment (e.g. customer action,
investment loss, sector developments), macro-economic and geopolitical developments or strategic
management errors. Factors influencing this residual loss include lower revenue or higher costs than
originally planned. Business risk is reported when the value at risk is higher than the net profit planned
for the next four quarters.
The definition and modelling of business risk have changed since last year and no longer include a
complex scenario analysis. The new approach is based rather on using historical forecasts and actual
expenses and income, which makes the model more objective and easier to interpret. Modifying the
model did cause the relationships between different types of risk reported in the overall risk profile to
change, however, although the Group’s actual risk profile did not in fact change materially compared
with the previous year.
Business risks are monitored permanently by the business units and no longer have to be backed by
capital as at the reporting date following the changes made to the internal model. Business risk may
result in revenue lagging budget projections or in costs being higher.
Business risk includes the risk that competitors, such as the exchanges Euronext, Singapore Exchange
(SGX), ICE Futures Europe and Mercado Español de Futuros Financieros (MEFF), as operators of
derivatives markets, might increase their market shares on the European trading markets (both on- and
off-exchange).
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Other business risks may arise from regulatory requirements and from the geopolitical or economic
environment. Examples include a crisis in the European currency union, the impact of negative interest
rates or a customs dispute with negative effects on trade.
In recent years, we took steps to reduce the direct risks associated with “Brexit” – the departure of the
United Kingdom (UK) from the European Union (EU). They focused on customer access to the Group’s
systems, on market access to the UK for our business units and on establishing an alternative pool of
liquidity within the EU 27 for clearing interest rate swaps denominated in euros. Despite this, it will be
necessary to keep a close eye on how the relationship evolves in future. These relations are expected to
have an impact on issues of general market access and on the development of the regulatory
frameworks in the respective markets. In the medium to long term, the latter could diverge and so
jeopardise market access or result in higher operating costs. It could also result in different competition
rules, which may lead to uncertainty, additional costs and lost revenue for our Group and for market
participants.
In terms of political tax discussions, the financial transaction tax (FTT) to which some European states
aspire represents a variable which could have an adverse effect on our business. The agreement on the
international reform of corporation tax agreed by the OECD/G20 excludes financial services from the
scope of Pillar 1 (partial restructuring of taxation rights). It remains to be seen whether there will be any
European efforts to introduce a digital tax or harmonise the taxation of financial services across the EU,
which could have an adverse effect on our business, depending on how they are structured.
Furthermore, we as a Group have an exposure to VAT risk following a letter from the German Federal
Ministry of Finance on 3 May 2021 on the VAT treatment of services by exchange operators. This put an
end to the standard tax practice that had been in place since the fully electronic trading systems were
introduced in the mid 1990s. According to the letter, all exchange-based and over-the-counter services
for securities trading in the cash market are to be invoiced without VAT from 1 July 2021. Since the
letter is also to be applied retroactively, there is a risk for years which have not yet been definitively
assessed that the tax authorities will reclassify services that were previously liable for VAT as VAT-free
and so deny the deduction of input VAT, whereby there would be no objection for transactions with
customers in Germany.
Other regulatory risks exist in connection with the forthcoming revision of the directive and regulation on
markets in financial instruments (MiFID II/MiFIR). In terms of trading, the main risks for volumes at the
Eurex Exchange and our spot market would be if any competitive disadvantages caused trading activities
to move to alternative venues. The rules on non-discriminatory access to clearing and trading in
exchange-traded derivatives could also have an adverse effect on trading volumes and revenue if the
revision of the legislation does not abolish those rules, as the European Commission is currently
proposing. Finally, it should be noted that proposals at EU level for a consolidated data ticker,
particularly in combination with stricter regulation of pricing for market data, could result in business
risks for our market data business.
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In connection with the review of the Central Securities Depository Regulation (CDSR) there are also risks
for the business of Eurex Securities Transaction Services GmbH, particularly from further delays to the
conditions for the use of mandatory buy-in agents, which are linked to rules on settlement discipline. In
addition, there are a number of risks for the securities depositories in the Group, which may also entail
changes to their organisational structure. A review of the framework could also lead to restrictive practices
and so represent a risk to revenue. Finally, the Group’s securities depositories could also be exposed to
revenue risk as a result of the work carried out by the contact group for the primary market at the European
Central Bank.
In its clearing business there are some risks for the Group concerning the final structure of the
framework for the recovery and resolution of central counterparties, as well as from the ongoing
development of global standards. The former relate particularly to the capital requirements of operators
of central counterparties and so could represent a revenue and cost risk for the Group. In addition,
further implementation of the European Market Infrastructure Regulation 2.2 (EMIR 2.2) on the work of
the European Commission and the ESMA Supervisory Committee for Central Counterparties could affect
the ongoing development of the Eurex clearing partnership programme for interest rate derivatives.
Further work on global standards and the European Market Infrastructure Regulation 2.1 (EMIR 2.1)
could also distort competition and so cause revenue to be lost by changing the incentives for market
participants in terms of central clearing, existing clearing mandates, requirements of regulatory approval
procedures or requirements of CCP models.
Other business risks exist in the medium term from legislative initiatives from the European Commission
on the Digital Finance Package. To encourage the use of distributed ledger technology (DLT) in financial
markets, the European Commission is proposing limited and experimental DLT pilot regimes to introduce
dedicated multilateral trading systems (known as multilateral trading facilities, MTF), but also “DLT SSS”
(settlement systems) as novel DLT market infrastructures. They would be admitted for trading securities
that are transferred via DLT, which are not recorded with a central depository but rather in a distributed
ledger of the same DLT MTF or DLT SSS. This potentially poses risks to existing business models in the
Group, to the extent that the proposed exceptions are established within the existing regulatory
framework. Part of the package to digitise the financial sector is also the Market in Crypto Assets
Regulation (MiCA), which is intended to reduce risks for investors, ensure investor protection and
financial stability and enable innovative new business models based on crypto assets.
Another proposal by the European Commission, the Digital Operational Resilience Act (DORA), provides
for an EU-wide harmonisation of the requirements for the digital operational resilience of all financial
market participants in terms of information and communications technologies (ICT). The proposal also
includes a new prudential regime for third-party ICT providers and critical ICT services, including cloud
services. DORA creates a risk of increasing costs and growing complexity for the operation of the Group’s
IT infrastructure and of demarcation from other directives affecting all industries that are also intended to
guarantee infrastructure security. Furthermore, the proposal could have an adverse impact on our multi-
cloud strategy by making it more difficult to use cloud services in the financial industry.
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Similar risks could also arise from the implementation in Germany of the EU Directive on the Security of
Network and Information Systems (NIS Directive) or the current revision of the NIS Directive at the
European level. The provisions of the Second Act to Increase the Security of Information Systems (IT-SiG
2.0) must be considered as significant for the companies concerned. Alongside new standards and
specifications, new responsibilities, technical access rights and powers are defined for the Federal Office
for IT Security (BSI), and the Federal Ministry of the Interior, Building and Community (BMI) is given the
right to issue orders. The current situation is that the Group would be classified under the law as of
“particular public interest”. Its trading systems would now be included within the scope of the
legislation, which could potentially entail new liability risks, obligations and additional costs.
In the field of ongoing environmental, social and governance (ESG) regulation there are also a number of
risks for our market data, derivatives and index business. They also include expected European and
national legislative initiatives to regulate ESG data and ratings providers. A strict and prescriptive
regulatory approach to environmental standards in the finance sector could also cause disruption in the
Group’s traditional business areas and so raise questions in terms of market quality, market depth,
pricing and risk management. These business risks could be reinforced by the proposal announced for a
European directive on sustainable corporate governance, and so represent revenue risks.
The Federal Financial Supervisory Authority (BaFin) regularly considers whether to classify Deutsche
Börse AG as a financial holding company. We are currently not classified as a financial holding
company. Any such classification could also affect our capital requirements.
Finally, it can be said that any further regulatory intervention that may take place in the context of the
future development of COVID-19 could have an impact on our revenue.
In the context of the current geopolitical events in Ukraine and the potential resulting economic policy
consequences, we have analysed as a Group which fundamental risks could have an impact on the
individual business areas. This concerns all risks for Group companies that have business relationships
with companies based in the affected countries (Ukraine, Russia), hold assets or have other connections
of both an economic and technical nature. Due to the low level of business relationships with the
affected countries and the resulting low number of potentially affected assets, it was determined at the
time of completion of this report that Deutsche Börse Group as a whole is only exposed to a low level of
direct economic risk. Indirect risks arising, e.g., from our customers' business activities in the countries
concerned, as well as medium- and long-term risks that may arise, e.g., from further economic
sanctions that are not yet foreseeable, are monitored on an ongoing basis and, if necessary, controlled
by means of further risk mitigation measures.
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Compliance – including measures against corruption and bribery
Responsible business operations imply adherence to laws and regulations; they are also based on the
principle of integrity and ethically irreproachable conduct at all times. We have a compliance
management system based on regulatory requirements, with the objectives of preventing misconduct
and avoiding liability and reputational risks for the Group, its legal representatives, executives and staff.
Beyond business-related compliance requirements, the focus is on strengthening a uniform compliance
culture throughout the Group, especially with a view to enhancing compliance awareness. The
compliance management system – under the responsibility of, and promoted by, the Executive Board of
Deutsche Börse AG – therefore constitutes an indispensable element of good corporate governance with
respect to compliance. Such a system provides the foundation for sustainable risk transparency;
specifically, it facilitates risks in the areas of money laundering/terrorism financing, and other criminal
acts (fraud), data protection, corruption prevention, as well as market manipulation, conflicts of interest
and insider trading; it also monitors requirements concerning financial sanctions and embargoes.
The compliance management system applies to us and to the subsidiaries in Germany and abroad in
which we hold a majority interest. Our Group-wide approach to compliance is intended to ensure that
our Group companies respect applicable legislation and regulatory requirements.
The Chief Compliance Officers at the companies in the Group that are covered by bank regulations have
functional reporting lines to the Group Chief Compliance Officer. The same applies to the Chief
Compliance Officers of Qontigo, ECC/EEX and 360T. As a regulated entity under the Investment Advisors
Act, ISS has established a compliance function and appointed a Chief Compliance Officer in accordance
with legal requirements, although due to the business decision to report ISS at arm’s length, there is
currently no functional reporting line to the Chief Compliance Officer of the Group. However, as part of
the implementation of the group-wide compliance approach, measures to implement compliance group
standards (so-called group minimum standards) in ISS have already been initiated. The Group Chief
Compliance Officer reports in turn directly to the Executive Board of Deutsche Börse AG. Compliance
reporting includes all relevant compliance risk areas within the mandate of the compliance function.
We are continually developing our compliance management system in order to deal with rising
complexity and increasing regulatory requirements. Corresponding measures enable us to identify and
manage compliance risks. This applies particularly to money-laundering, financing of terrorism and other
criminal acts (fraud), data protection, corruption prevention market manipulation, interest conflicts and
insider trading as well as financial sanctions and embargoes.
We are guided by applicable regulatory law and regulatory requirements and the recommendations of
internationally acknowledged standards relating to material compliance risk areas. Based on these
standards, our compliance function identifies fields of action and measures to ensure the compliance
management system continues to meet the requirements as they evolve.
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As a member of the UN Global Compact we have committed to observe its principles, notably the
principle to work against corruption in all its forms, which includes extortion and bribery. In line with our
code of business conduct, the Group prohibits its employees from involving themselves in corruption, or
from taking part in any actions which may lead to the impression that the Group promises, arranges,
provides, receives, or asks for unlawful benefits. Bribery and facilitation payments are prohibited.
It is our Group’s guiding principle that our actions and the decisions of all employees are taken
objectively and with integrity. Management plays a particularly important role in this context. We are
fully aware of what is known as the “tone from the top” for achieving a high level of awareness of the
need to manage compliance risks – both within the Group and among market participants. In order to
sustainably enshrine this guiding principle, and to prevent the Group and its staff from legal sanctions
and reputational damage, Group Compliance has implemented a variety of preventative measures in a
risk-oriented approach.
Compliance organisational structure
Group Compliance sets standards for the key compliance risks affecting all entities within the Group. In
this context Group Compliance devises risk-oriented measures in order to contain and manage identified
risks; to communicate risks, incidents, and the effectiveness of the measures taken; it ensures
continuous improvement of the compliance management system by way of regular adjustments to the
relevant internal policies and processes.
Key compliance topics are discussed in the Group Compliance Committee. Committee members are the
senior managers of the business units and the relevant control functions for the Group as a whole.
Code of business conduct
Our Group’s code of business conduct, which is communicated to all members of staff, summarises the
most important aspects with regard to corporate ethics and compliance as well as appropriate conduct.
The Code focuses on principles to guide decisions – not rules or lists of dos and don’ts. Moreover, Group
Compliance provides employees with compliance-relevant information via the corresponding intranet
pages, unless this is not possible for particular confidentiality reasons. For details we refer to the section
“Corporate governance statement”.
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Compliance rules
Group Compliance has implemented Group-wide policies designed to ensure that the internal
stakeholder groups acting on behalf of the Group comply with the behavioural rules set out in these
policies. They are intended to prevent, detect and punish breaches of compliance policy. Group-wide
communications via the intranet are geared towards providing employees (including members of the
Executive Board and managers) with the necessary guidance for their daily work, and ensuring
compliance.
Compliance training
Regular compliance training is an elementary part of promoting our compliance culture. Our employees
around the world are trained regularly on the relevant compliance topics. We particularly cover money-
laundering, financing of terrorism, other criminal acts (fraud), financial sanctions and embargoes, market
manipulation, insider trading and data protection. Managers exposed to a higher compliance risk by
virtue of their work receive additional training as required. Participation in training measures covering
the compliance topics mentioned above is mandatory for our employees, as well as for managers.
Whistleblowing system
Deutsche Börse Group has established a whistleblowing system (BKMS), where employees can relay
information about potential or actual breaches of prudential or regulatory rules and ethical standards, by
phone or e-mail. The anonymity of whistleblowers is guaranteed. We cultivate an open approach to
dealing with misconduct. For this reason, concerns are often also passed on directly to the responsible
line manager, or to Group Compliance.
Analysis of compliance risks
In line with regulatory requirements we carry out risk analyses regularly and if needed on an ad hoc
basis to understand and measure relevant risks, and to use the findings to take action. Such risk
analyses and assessments comprise the Group’s own business activities as well as business
relationships, market participants, products and services. Risk-mitigation measures are derived from the
compliance risks identified.
In the context of the current geopolitical events in Ukraine and the potentially resulting economic
consequences, the Group analyses which risks could have an impact on the individual business areas.
This concerns all risks for Group companies that have business relationships with companies based in
the affected countries (Ukraine, Russia), hold assets or have other connections of both an economic and
technical nature. Deutsche Börse Group has implemented a robust and flexible system for managing
potential sanctions and embargo risks. Dedicated sanctions experts carefully monitor current
developments and are in regular communication with stakeholders and Deutsche Börse Group's business
areas in order to be able to react to restrictions in a timely manner.
83
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Risk management
Financial statements and notes
Remuneration Report
Further information
Key non-financial performance indicators: corruption prevention and data protection
Corruption prevention
Punished cases of corruption
Percentage of business units for which measures have been taken to address corruption risks %
Number of employees who were trained in ABC measures (anti-bribery and corruption)1
Data protection
2021
2020
0
100
7,177
0
100
1,394
Number of justified customer complaints relating to data protection
0
0
1) All employees of Deutsche Börse Group must repeat the web-based ABC training every two years. Since the course is updated and completed by employees in odd-
numbered years, the number of courses completed in the even-numbered year 2020 is significantly lower.
Regulatory capital requirements and regulatory capital ratios
Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG, in their capacity as credit
institutions, are subject to solvency supervision by the German or Luxembourg banking supervisory
authorities (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin, and Commission de Surveillance du
Secteur Financier, CSSF, respectively). The same applies to the Clearstream Holding at a regulatory
group level. Eurex Repo GmbH, Eurex Securities Transactions Services GmbH and 360 Treasury Systems
AG are also subject to specific provisions applicable to certain investment firms under BaFin supervision.
Since the authorisation of both Eurex Clearing AG and European Commodity Clearing AG as central
counterparties in 2014, these companies have been subject to the capital requirements defined in
Article 16 EMIR. These requirements apply to Eurex Clearing AG as central counterparty at the same
time as the solvency requirements; the higher requirement applies. Irrespective of its status as a
specialist credit institution according to German law, European Commodity Clearing AG is only subject to
EMIR capital requirements.
Since Clearstream Banking AG as well as Clearstream Banking S.A. are authorised as a central securities
depositories both are subject to the capital requirements defined in Article 47 CSDR. These requirements
apply to both Clearstream central securities depositories at the same time as the solvency requirements;
the higher requirement applies. The additional authorisation for banking-type ancillary services under
Article 54 CSDR means that Clearstream Banking AG and Clearstream Banking S.A. will in future have
to comply with the additional capital surcharge for the provision of intra-day credit defined in Article 54
(3) d CSDR, in addition to the capital requirements mentioned above.
Nodal Clear, LLC is a Derivatives Clearing Organisation (DCO) subject to regulation by the US
Commodity Futures Trading Commission (CFTC).
REGIS-TR S.A., as a trade repository according to EMIR, is subject to supervision exercised by the
European Securities and Markets Authority (ESMA).
Crypto Finance (Brokerage) AG is authorised as securities firm according to Article 41 of the Swiss
Federal Act on Financial Institutions (FinIA) while Crypto Finance (Asset Management) AG is authorised
as manager of collective investments according to the Swiss Collective Investment Schemes Act (CISA).
Both are subject to the supervision by the Swiss Financial Market Supervisory Authority (FINMA).
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Risk management
Financial statements and notes
Remuneration Report
Further information
Market risk exposures consist only of relatively small open foreign currency positions. As of 31
December 2021, the company Crypto Finance (Brokerage) AG has negligible market risk positions
resulting from exposures to digital assets. The companies concerned uniformly apply the standardised
approach for credit risk. As a result of the specific business of the central securities depositories and
central counterparties belonging to Deutsche Börse Group, their recognised assets are subject to wide
fluctuations. This leads in particular to correspondingly volatile total capital ratios at the Clearstream
companies. The volatility of the ratio is subject to major fluctuations on a day-to-day basis in the course
of the year. Due to a high degree of secured or zero-weighted cash investments, the own funds
requirements for credit risk exposures of Eurex Clearing AG and European Commodity Clearing AG are
relatively stable despite volatile total assets in the course of the year.
To calculate operational risk, Eurex Clearing AG and European Commodity Clearing AG use the basic
indicator approach, while the Clearstream companies apply the advanced measurement approach
(AMA).
The specific provisions of the Investment Firm Regulation (IFR) that took effect in June 2021 and the
new German Securities Institutions Act (Wertpapierinstitutsgesetz, WpIG) require the investment firms
360 Treasury Systems AG and Eurex Securities Transactions Services GmbH to calculate their capital
requirement based on the higher of a) 25 per cent of the fixed overheads, b) what are known as K
factors or c) a fixed minimum initial capital requirement. As a small, non-interlinked investment firm,
Eurex Repo GmbH determines its own funds requirement based on the higher of a) 25 percent of the
fixed overheads or b) its fixed minimum capital requirement. In the reporting year, the capital
requirements based on fixed overheads were decisive for the companies mentioned. None of the Group
companies subject to solvency supervision has either Additional Tier 1 or Tier 2 supplementary capital.
A minimum total capital ratio of 8 per cent generally applies to credit institutions subject to the CRR. In
addition, CRD IV introduced various capital buffers, which the supervised (credit) institutions generally
have to meet over and above the minimum total capital ratio of 8 per cent, although they may
temporarily fall below these levels. The current capital buffer is 2.5 per cent.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Risk management
Financial statements and notes
Remuneration Report
Further information
As at 31 December 2021, the bank-specific countercyclical buffer requirement stood at 0.05 per cent of
risk-weighted assets for Clearstream Banking S.A., at 0.14 per cent for Clearstream Banking AG and at
0.05 per cent for Clearstream Holding Group, whereas for Eurex Clearing AG it was at 0.07 per cent. As
at 31 December 2021, the systemic risk buffer was not required by the authorities in Luxembourg or
Germany. None of the Group companies has been defined as of global systemic importance. Clearstream
Banking S.A. has been defined by CSSF in accordance with regulation No. 20-07 as an “Other
systemically relevant institute” (O-SII) since 1 January 2018 and requires an additional buffer of 0.5 per
cent.
The individual companies’ capital resources sufficiently reflect the fluctuation in risk-weighted assets. In
addition, buffers are taken into account for the calculation of the recovery indicators specified in the
recovery plans. The objective of these indicators is to prevent triggering recovery events. The capital
requirements determined in this way will be used for the mid-term capital planning.
The capital requirements of Clearstream Group as well of the subsidiaries Clearstream Banking AG and
Clearstream Banking S.A. decreased in the reporting period. There were changes in capital requirements
which are mainly related to operational risks, both at the single-entity and Group level.
In the medium to long term, the Clearstream Holding Group expects higher capital requirements at a
regulatory group level for the following reasons:
The capital requirements of CSDR will apply in full in future
The successive introduction of capital requirements resulting from the minimum requirements for
equity and eligible liabilities (MREL) as a result of Directive 2014/59/EU
The implementation of the so-called CRR II package and other amendments under Basel III
Eurex Clearing AG’s capital requirements increased compared with the previous year. Given the increase
in revenue in the past years, capital requirements for operational risk rose according to the model. The
capital requirements for credit and market risk increased as well.
The own funds requirements for operational risk calculated with Eurex Clearing AG’s internal risk model
are higher than the own funds requirements derived from the basic indicator approach, which is based
on the profit and loss statement as prescribed by CRR. Hence, Eurex Clearing AG always applies
additional capital buffers for such risks, surpassing regulatory minimum requirements. Against this
background, banking supervisors requested in 2011 that Eurex Clearing AG increases the basis for the
calculation of regulatory own funds requirements by considering an appropriate share of clearing-related
fees received for the account of operating entities. The own funds requirements for operational risk are
calculated once a year based on a three-year average of historical income, including the assumed
clearing fees, and are therefore not subject to daily fluctuations. Compliance with the minimum
regulatory ratio is maintained at all times due to the sufficient capital buffer for uncollateralised cash
investments.
86
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Risk management
Financial statements and notes
Remuneration Report
Further information
Composition of own funds requirements
Own funds requirements for
operational risk
Own funds requirements for
credit and market risk
Total capital requirements
Clearstream Holding Group
Clearstream Banking S.A.
Clearstream Banking AG
31 Dec 2021
31 Dec 2020
31 Dec 2021
31 Dec 2020
31 Dec 2021
€m
348.6
241.2
118.1
€m
452.6
307.4
145.2
€m
83.2
81.8
6.7
€m
83.5
56.5
5.1
€m
431.8
323.0
124.8
31 Dec 2020
€m
536.1
363.9
150.3
Eurex Clearing AG
100.3
88.0
20.0
16.2
120.3
104.2
No capital contributions were made in 2021, but they are planned for the years ahead in order to
strengthen the capital base.
Regulatory capital ratios according to CRR
Own funds requirements
Regulatory equity
Total capital ratio
Clearstream Holding Group
Clearstream Banking S.A.
Clearstream Banking AG
31 Dec 2021
31 Dec 2020
31 Dec 2021
31 Dec 2020
31 Dec 2021
€m
431.8
323.0
124.8
€m
536.1
363.9
150.3
€m
€m
1,790.6
1,677.7
1,214.2
1,209.9
420.1
419.9
%
33.2
30.1
26.9
31 Dec 2020
%
25.0
26.6
22.4
Eurex Clearing AG
120.3
104.2
749.8
749.8
49.8
57.6
Clearstream Banking AG’s capital requirements according to CSDR are currently significantly above CRR
and CRD IV capital requirements. The capital requirements under Article 47 CSDR do not stipulate a
specific ratio. Instead, the total of share capital and reserves is compared with the capital requirements
and has to be at least the same.
Capital adequacy requirements under CSDR
Own funds requirement for operational, credit and market risk
Other CSDR capital requirements
Total CSDR capital requirements under Article 47 CSDR
Clearstream Banking S.A.
Clearstream Banking AG
31 Dec 2021
31 Dec 2020
31 Dec 2021
€m
318.7
366.9
685.6
€m
n/a
n/a
n/a
€m
125.1
166.6
291.7
31 Dec 2020
€m
150.3
161.1
311.4
CSDR capital
1,214.2
n/a
420.1
419.9
87
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Risk management
Financial statements and notes
Remuneration Report
Further information
Eurex Clearing AG’s capital requirements according to EMIR are currently significantly above CRR and
CRD IV capital requirements. As with the CSDR, the capital requirements under Article 16 EMIR do not
stipulate a specific ratio. For both Eurex Clearing AG and European Commodity Clearing AG this means
that EMIR capital coverage of at least 100 per cent is required. A reporting requirement to the competent
authority – in this case BaFin – is triggered when this ratio falls below 110 per cent.
The capital resources of Eurex Clearing AG and European Commodity Clearing AG are currently well
above the regulatory requirements. As at the reporting date, total equity for both entities as disclosed in
the statement of financial position was fully available to cover the risks according to Article 16 of EMIR,
given that this equity fulfils the required liquidity standards. Eurex Clearing AG’s own contribution to the
default fund is €200.0 million. The own contribution to the default fund of European Commodity
Clearing AG increased by €8.0 million to €23.0 million and was also above the regulatory minimum.
Capital adequacy requirements under EMIR
Eurex Clearing AG
European Commodity Clearing
AG
31 Dec 2021
31 Dec 2020
31 Dec 2021
Own funds requirement for operational, credit and market risk
Other EMIR capital requirements
Total EMIR capital requirements under Article 16 EMIR
Equity
EMIR deductions
Own contribution to default fund
EMIR capital adequacy
€m
120.3
135.5
255.8
749.8
0
€m
104.2
86.6
190.8
749.8
0
– 200.0
– 200.0
549.8
549.8
31 Dec 2020
€m
28.8
56.1
84.9
€m
35.1
58.5
93.6
158.0
131.9
0
– 23.0
135.0
0
– 15.0
116.9
The Investment Firm Regulation requires Eurex Securities Transactions Services GmbH and 360 Treasury
Systems AG to hold own funds of the higher of a) 25 per cent of the fixed overheads, b) a fixed
minimum initial capital requirement of the entity or c) the capital requirements calculated based on the
K factors. Eurex Repo GmbH determines its own funds requirements according to its classification based
on the higher of a) or b). The capital requirement for ESTS, 360T and also for the Eurex Repo currently
corresponds to 25 per cent of the respective fixed overheads of the previous year.
Composition of own funds/capital requirements
Own funds requirements for
credit and market risk
Own funds requirements on the
basis of fixed overheads
Own funds requirements to be
met
Eurex Repo GmbH
Eurex Securities Transactions
Services GmbH
360 Treasury Systems AG
€m
0
0
0
31 Dec 2021
31 Dec 2020
31 Dec 2021
31 Dec 2020
31 Dec 2021
€m
0.7
0
€m
3.2
1.2
€m
1.6
0
€m
3.2
1.2
31 Dec 2020
€m
2.3
0
6.3
11.2
3.9
11.2
10.2
88
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Risk management
Financial statements and notes
Remuneration Report
Further information
Compliance with own funds requirements
Own funds requirements
Regulatory equity
Total capital ratio
Eurex Repo GmbH
Eurex Securities Transactions
Services GmbH
31 Dec 2021
31 Dec 2020
31 Dec 2021
31 Dec 2020
31 Dec 2021
€m
3.2
1.2
€m
2.3
0
€m
25.0
35.0
€m
27.6
0
%
789
2,963
360 Treasury Systems AG
11.2
10.2
62.4
39.9
559
31 Dec 2020
%
95
0
31
According to Article 21 (b) of the Delegated Regulation (EU) No 150/2013, REGIS-TR S.A. is required to
maintain equity in the amount of at least 50 per cent of annual operating costs.
According to the MAS, EEX Asia Pte. Limited is required to maintain own funds at the rate of either
18 per cent of annual operating revenue or 50 per cent of annual operating costs, depending on which
is higher. Regulatory requirements were met throughout the year. Regarding the anticipated upswing in
the business development of EEX Asia Pte. Limited, we expect slightly increasing own funds
requirements. Its capital base will be adjusted, if required.
Pursuant to Section 39.11 of the Code for Federal Regulation (CFR), Nodal Clear, LLC is obliged to
maintain sufficient financial resources to cover all current costs for a minimum period of twelve months,
whereby highly liquid assets must cover all current costs for at least six months. Regulatory minimum
requirements were met throughout the year.
Compliance with own funds requirements
Own funds requirements
Regulatory equity
Equity ratio
REGIS-TR S.A.
EEX Asia Pte. Limited
Nodal Clear, LLC
Crypto Finance (Brokerage)
AG
Crypto Finance (Asset
Management) AG
31 Dec 2021
31 Dec 2020
31 Dec 2021
31 Dec 2020
31 Dec 2021
€m
6.4
1.1
28.2
7.3
0.3
€m
6.5
0.5
24.5
n/a
n/a
€m
11.5
2.3
31.5
15.0
6.1
€m
10.7
1.8
31.9
n/a
n/a
%
179
209
112
206
2,033
31 Dec 2020
%
165
360
130
n/a
n/a
The regulatory minimum requirements were complied with at all times by all companies during the
reporting period and in the period up to the preparation of the consolidated financial statements.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Risk management
Financial statements and notes
Remuneration Report
Further information
Overall assessment of the risk situation by the Executive Board
Deutsche Börse AG’s Executive Board is responsible for risk management throughout the Group and
regularly reviews the entire Group’s risk situation. The Executive Board of Deutsche Börse AG confirms
the effectiveness of the risk management system.
Summary
The risk profile of Deutsche Börse Group did not change significantly in the financial year 2021. The
aggregate total risk of Deutsche Börse Group across all risk types (operational, financial and business
risk) was always matched by sufficient risk-bearing capacity.
As at 31 December 2021, the Group’s REC amounted to €1,827 million, a decline of roughly 17 per
cent year-on-year (31 December 2020: €2,203 million at the now valid 99.9 per cent confidence
interval).
Outlook
Deutsche Börse Group continually assesses its risk situation. Based on the calculated REC in stress tests
and based on the risk management system, Deutsche Börse AG’s Executive Board concludes that the
available risk cover amount and the available liquidity are sufficient. There is currently no indication that
the risk coverage amount has to be adjusted for 2022. Furthermore, it cannot identify any risk that
would endanger the Group’s existence as a going concern.
In 2022, we intend to continue strengthening and expanding its risk management and internal control
system (ICS). This includes, for example, further expansion of information security management,
methodological improvements in risk management and the ICS, and a closer coordination between
control functions, also by means of a Group-wide governance, risk and compliance tool.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Report on opportunities
Financial statements and notes
Remuneration Report
Further information
12. Report on opportunities
Organisation of opportunities management
Our opportunities management aims to identify, evaluate and assess opportunities as early as possible
and to take appropriate measures in order to transform opportunities into business success.
We evaluate the organic and inorganic growth opportunities in the individual business areas
continuously, i.e. over the course of the year. At Group level these opportunities are systematically
assessed as part of the annual budgeting process and strategic reviews. The process begins with a
careful analysis of the market environment, which considers both what the customer wants, as well as
market developments, competitors and regulatory changes. Ideas for growth initiatives are developed
further using uniform, Group-wide templates and subjected to a profitability analysis. On this basis, our
Executive Board decides which initiatives are to be implemented.
Organic growth opportunities
We have a very broad portfolio of products and services with which we cover all areas of a market
infrastructure provider’s value chain. This makes us one of the most broadly based stock exchange
organisations in the world. In order to maintain and expand this position we are pursuing a medium-
term growth strategy called Compass 2023. Among other things we are focusing on organic growth
opportunities in order to achieve our strategic goals. We make a basic distinction between secular and
cyclical opportunities: secular opportunities arise for example as a result of regulatory changes, new
client requirements (such as the growing demand for over-the-counter (OTC) transactions to on-
exchange solutions) or from the trend to allocate an increasing portion of assets to passive investment
strategies (e.g. index funds). We exploit these opportunities in a focused and active way. Cyclical
opportunities on the other hand cannot be influenced directly by us and are driven by macroeconomic
changes. In addition, we intend to seize long-term opportunities arising as a result of the technological
transformation. They particularly include distributed ledger technology (DLT) and public cloud solutions
for the operation of IT infrastructure.
Secular growth opportunities
When exploiting secular growth opportunities, we focus on innovative products, increasing market share
and winning new customers. We expect to see the highest revenue growth in trading and clearing by
2023, due in part to new financial derivatives, the clearing of OTC derivatives and further growth in the
trading of energy and gas products. Foreign exchange trading via 360T is also expected to provide a
contribution to net revenue growth. Post-trading will focus on the further development of investment
fund business. The growth focus in pre-trading lies in expanding the index, analytics and ESG business.
The commercial potential of the initiatives mentioned here is described in more detail below.
New financial derivatives: We operate Eurex, one of the leading global derivative exchanges. In addition
to a broad range of established international benchmark products, we have introduced a large number of
new products in recent years, such as MSCI, total return, dividend and ESG derivatives. These new
products reflect changes in customer preferences and regulatory requirements. We anticipate further
strong growth in these and future products still to be launched in the years ahead.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Report on opportunities
Financial statements and notes
Remuneration Report
Further information
Clearing of OTC derivatives: The liquidity problems experienced by major market participants during the
financial crisis were triggered by the failure to settle bilateral OTC transactions that were mainly entered
into on an unsecured basis. In light of this, the leading industrialised nations (G20) agreed to create an
effective regulatory environment to make OTC derivatives transactions more transparent and more
secure. Consequently, the European Union has created the European Market Infrastructure Regulation
(EMIR). EMIR also involves the obligation to clear standardised OTC derivative transactions using a
central counterparty. Eurex Clearing AG and its market partners have created an alternative for clearing
interest rates swaps in the EU, and since then has continued to expand its notional outstanding volumes
and market share.
Trading and clearing of power and gas products on EEX: European Energy Exchange AG (EEX) allows
us to offer a broad product range for trading and clearing spot and derivatives contracts for power and
gas as well as emission certificates. EEX has become the central market for energy in continental Europe
and its product range includes, among others, the markets Germany, France, the Netherlands, Belgium,
Italy and Spain. It is also active in the US market through its acquisition of Nodal Exchange. EEX’s
growth is mainly based on the growing importance of renewable energies for power generation. Owing to
the high degree of fragmentation, as well as the inefficiency of OTC markets, the demand for on-
exchange trading and clearing solutions has also increased over recent years. EEX believes it is well
positioned in this changing competitive environment to achieve secular growth and gain additional
market share.
Growth in foreign-exchange trading (360T): 360T® is a leading global platform for currency trading,
whose broad customer base includes companies, buy-side customers and banks. By combining 360T's
knowledge and experience in the foreign exchange market with our IT expertise, we have opened up
additional revenue potential. We have made progress with various measures for achieving synergies,
including the launch of FX futures and clearing services. We also benefit from a long-term secular trend:
even though, at present, the vast majority of daily foreign-exchange trading volumes is still executed
OTC, demand for transparent, electronic multi-bank trading platforms is rising.
Cross-border settlement of investment funds: Our clients can use our settlement and custody services
for their entire fund portfolio – covering traditional investment funds, exchange-traded funds (ETFs) as
well as hedge funds. Given that supervisory authorities are also calling for more efficient settlement and
custody solutions in order to guarantee maximum security for client assets under custody, we expect to
acquire additional client portfolios in the future by means of outsourcing agreements. We are also
continuously expanding our range of products and services. We have, for example, significantly
expanded our range of fund services to include the management of distribution agreements, as well as
data compilation through acquisitions. In this way, we expect to generate additional net revenue by
realising revenue synergies.
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Executive and Supervisory Boards
Management report | Report on opportunities
Financial statements and notes
Remuneration Report
Further information
Expansion of the index and analytics business: Our objective in the index business is to give the already
established European index provider STOXX an even more global profile, in order to develop and market
other indices worldwide (in addition to its DAX® and STOXX® index families). In addition, Deutsche
Börse’s index business will continue to take advantage of the structural trend towards passive investment
products (ETFs). An increasing number of private clients and asset managers now follow this trend; not
only are the costs lower, but many active investment strategies have been returning under-average
performance. In order to support these trends more effectively we have acquired Axioma, a leading
provider of portfolio and risk management solutions. The combination created Qontigo, a fully integrated
leading information provider for institutional investors, which meets the growing market demand for
products and analysis in this area.
ESG: The trend towards sustainable business and investing represents an increasingly important secular
growth opportunity for us, which has been accelerated by the COVID-19 pandemic. Our aim is to
support market participants with high-quality ESG data, analytics, specialised ESG indices and the
corresponding trading and hedging options. A big first step in this direction was taken in 2021 with the
acquisition of Institutional Shareholder Services (ISS). We therefore expect further secular growth to
come from developing new products and winning new customers across our entire Company.
Cyclical opportunities
In addition to its secular growth opportunities, we have cyclical opportunities, for instance as a result of
positive macroeconomic developments. We do not have any direct control over these cyclical
opportunities, but they do have the potential to increase our net revenue significantly in the medium
term.
The volumes of interest rate derivatives traded on the Group’s derivatives markets could rise if
speculation on trends in long-term yields on German and other European government bonds grows,
and if the spread between the various European government bonds continues to narrow.
Net interest income at Clearstream, which is based on cash deposits from our customers, would profit
from a change in global low interest rate policies and higher short-term rates.
In the spot and future market segment – Xetra and Eurex – an economic recovery after the COVID-19
pandemic and a lasting increase in investor confidence in capital markets could lead to more normal
market volatility and increase trading volumes.
Technological opportunities
New developments such as cloud services, in the context of artificial intelligence (AI), big data, robotics,
blockchain technology, combined with the potential for innovation offered by fintech companies, are
driving change in the financial sector. This new wave of technology might help overcome barriers to
market harmonisation, while creating additional efficiency and mitigating risks. The trend has been
reinforced by the new environment resulting from the COVID-19 pandemic and is expected to continue
in the years to come. Digitisation trends will accelerate, and the challenge for established providers is to
find the right path with regard to new business models and innovative technologies.
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Executive and Supervisory Boards
Management report | Report on opportunities
Financial statements and notes
Remuneration Report
Further information
We have optimised our internal processes particularly with regard to cloud services. HR processes,
purchasing and settlement of travel expenses, among others, are now processed in the cloud. This has
led to a significant streamlining of processes, and also has a positive effect on the Group's costs. We are
also working on transferring services and processes with clients to the cloud. For instance, the
introduction of new trading platforms and updating of existing infrastructure might be tested faster and
better beforehand by clients in the cloud. This would make our processes significantly more agile, as
new releases could be introduced at more frequent intervals, allowing us to respond better to clients’
requirements. We have signed agreements with a number of key cloud service providers, positioning
ourselves at the forefront of cloud use in the European financial services sector.
Distributed ledger technology (DLT) represents another technological opportunity. It is considered a
disruptive technology at times – but at present, the financial services sector is increasingly exploring its
opportunities. Thanks to its decentralised nature, it facilitates direct interaction between participants,
thus offering the potential for simplifying complex processes. Established market infrastructure providers
such as Deutsche Börse Group, which covers the entire value creation chain from a single source, play
an important role when it comes to tapping this potential – meeting existing industry standards at the
same time. Besides legal and regulatory requirements, this also involves adhering to security standards,
as well as limiting risks and ensuring cost efficiency.
M&A growth opportunities
Inorganic growth is an equally important part of Compass 2023. We focus on areas that are closely
related to our strategic growth areas, which include the index and analytics business, ESG, commodities,
forex trading, fixed income trading and investment fund services. The aim is to accelerate growth in
these areas by means of mergers and acquisitions and make our businesses even more scalable.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report | Report on expected developments
Financial statements and notes
Remuneration Report
Further information
13. Report on expected developments
The forecast describes Deutsche Börse Group’s expected performance for the 2022 financial year. It
contains statements and information on events in the future and is based on the company’s expectations
and assumptions at the time of publication of this corporate report. In turn, these are subject to known
and unknown opportunities, risks and uncertainties. Numerous factors, many of which are outside the
company’s control, influence the Group’s success, its business strategy and its financial results. Should
opportunities, risks or uncertainties materialise or should one of the assumptions made turn out to be
incorrect, the Group’s actual performance could deviate either positively or negatively from the
expectations and assumptions contained in the forward-looking statements and information contained in
this report on expected developments.
Developments in the operating environment
Macroeconomic environment
As expected, the global economy recovered relatively well from the impact of COVID-19 pandemic over
the course of 2021, and we are anticipating further economic growth for the forecast period. It is likely
to be somewhat slower than the growth rates seen in 2021, however, because rising inflation and the
expectation of tighter monetary policy by central banks could have a restraining effect. In addition, the
intensifying conflict between Russia and Ukraine could have a negative impact on the macroeconomic
environment.
Future development of results of operations
Given our diversified business model and multiple sources of revenue and despite the extraordinary
macroeconomic environment, we believe we are very well positioned to further improve our earnings in
the medium and long term. This expectation is based partly on the secular growth opportunities that we
intend to exploit (for details, see the “Report on opportunities”), as well as on additional expected
inorganic growth.
As in previous years, we expect net revenue from secular growth opportunities to increase by at least
5 per cent in the forecast period. We are driving this growth through investment. By doing so, we aim to
shift further market share from over-the-counter trading and clearing to the on-exchange segment and to
further expand our positions in existing asset classes by introducing new products and functionalities
and acquiring new customers. We are also expecting an additional contribution to net revenue from
takeovers, particularly the acquisition of ISS on 25 February 2021. Business areas dependent on
cyclical factors should also see first slightly positive effects on cyclical net revenue due to lower market
volatility in 2021 and possible US interest rate rises in 2022. In total, we anticipate net revenue of
approximately €3.8 billion for the forecast period. For the ESG net revenue10 included therein we expect
growth of more than 10 per cent for the same period.
10ESG net revenue according to the internal definition of Deutsche Börse Group – see “Definition of our ESG net revenue”.
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Within the context of our growth strategy, we pursue clearly defined principles for managing operating
costs. We achieve the necessary flexibility largely by making continuous improvements to our operating
processes. We are expecting earnings before interest, tax, depreciation and amortisation (EBITDA) to rise
to around €2.2 billion in the forecast period. This would put us right on track towards our medium-term
growth targets of 10 per cent per year on average for net revenue and EBITDA over the period from
2019 to 2023.
Forecast for results of operations 2022
Basis 2021
Forecast 2022
Net revenue
€3,509.5 million
~€3.8 billion
Earnings before interest, tax, depreciation and amortisation (EBITDA)
€2,043.1 million
~€2.2 billion
ESG net revenue growth1
210% incl. ISS acquisition
>10%
1) ESG net revenue according to the internal definition of Deutsche Börse Group – see “Definition of our ESG net revenue”.
Development of non-financial performance indicators
Initiatives to promote the transparency and security of the markets will continue to be a key focus during
the forecast period, ensuring that we add value for society. As far as the forecast development of non-
financial performance indicators for 2021 is concerned, system availability customer facing IT was
brought back into line with the high targets by means of additional back-up measures, which became
part of everyday operations. We therefore expect that the system availability (customer facing IT) will
remain high in the forecast period.
Being an attractive employer is important for our sustained success. We want to attract top talents and
retain them for the long term. The measures described in the chapter “Our Employees” put us in a good
position and we are confident that we can maintain or improve on our employee satisfaction of more
than 71.5 per cent.
Deutsche Börse AG's Executive Board has defined target quotas for women on the two management
levels beneath the Executive Board, in accordance with section 76 (4) of the AktG, in each case referring
to Deutsche Börse AG. By 31 December 2022, the proportion of women holding positions in the first
and second management levels beneath the Executive Board is planned to reach 15 per cent and 22 per
cent, respectively.
Moreover, the Executive Board adopted a voluntary commitment to increase the share of women holding
middle and upper management positions to 22 per cent by the end of 2022, and of women holding
lower management positions to 30 per cent during the same period. We have extended the scope of our
voluntary commitment over and above the legal requirements. The defined target refers to Deutsche
Börse Group worldwide.
The assessment of independent ESG rating agencies is an important benchmark for our ESG efforts. We
continuously analyse our performance and take action accordingly. Over the forecast period we expect
that we will be able to maintain our good position above the 90th percentile of the ESG ratings.
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Furthermore, we ensure the climate-neutrality of our Group by avoiding at least 70 per cent of our CO2
emissions per workspace by 2022 and compensate for the remaining emissions by means of emissions
reduction projects. This corresponds with the objective of our climate strategy to become climate-neutral
on a net basis by 2025. All our efforts will be reviewed by the Science Based Target initiative (SBTi) by
the end of 2023.
Forecast for non-financial key performance indicators 2022
System availability (customer facing IT)
Employee satisfaction
Women in leadership positions1
ESG ratings
CO2 emissions per workspace vs. 20192
1) Group-wide target in senior management.
2) Unaudited figure.
Basis 2021
Forecast 2022
99.9%
75%
21%
>99.5%
>71.5%
22%
95th percentile >90th percentile
–66%
–70%
Future development of the Group’s financial position
We expect that cash flow from operating activities, which is our primary source of financing, will remain
significantly positive in future. We expect that two significant factors will influence changes in liquidity:
Firstly, we plan to invest around €200 million in intangible assets and property, plant and equipment at
Group level. These investments will serve primarily to develop new products and services in our growth
areas and to enhance existing ones. Secondly, we will propose a dividend of €3.20 per share to the
Annual General Meeting to be held in May 2022. This would represent a cash outflow of about
€587 million. Apart from the above, we did not expect any other material factors to impact the Group’s
liquidity at the time the combined management report was prepared. As in previous years, we assume
that we will have a sound liquidity base in the forecast period due to positive cash flow from operating
activities, adequate credit lines (for details see “Note 24 to the consolidated financial statements”), and
our flexible management and planning systems.
We generally aim to distribute dividends equivalent to between 40 and 60 per cent of net profit for the
period attributable to the shareholders of Deutsche Börse AG. Within this range, we manage the actual
distribution ratio mainly in relation to our business performance and based on continuity considerations.
In addition, we plan to invest the remaining available funds primarily in the continued inorganic
development of the Group. Should we be unable to invest these funds, additional distributions,
particularly share buy-backs, represent another opportunity for the use of funds. To maintain its strong
credit ratings at Group level, we aim for a ratio of net debt to EBITDA of no more than 1.75, and a ratio
of free funds from operations to net debt of at least 50 per cent.
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Overall assessment by the Executive Board
We believe the Group remains very well positioned in terms of international competition, thanks to its
comprehensive offering along the securities trading value chain and its innovative strength. This being
the case, we expect to see a positive trend in our results of operations over the long term. Measures
taken as part of our growth strategy should further accelerate this growth. In this context, we aim to
become more agile and effective and sharpen our client focus, in order to become the global market
infrastructure provider of choice, with a top ranking in all our business areas. We endeavour to expand
our secular growth areas further, and to increase their contribution to net revenue again by at least 5 per
cent. Taking other cyclical and consolidation effects into account, we are planning an increase in net
revenue to around €3.8 billion in the forecast period. We expect EBITDA to go up to some €2.2 billion
in the forecast period. Overall, we assume on this basis that cash flow from operating activities will be
clearly positive and that, as in previous years, the liquidity base will be sound. The overall assessment
by the Executive Board is valid as at the publication date for this combined management report.
14. Report on post-balance sheet date events
Deutsche Börse AG has successfully placed a corporate hybrid bond in the amount of €500,0 million on
16 February 2022. The bond has a term of 26.25 years with a first call date after 6 years and a coupon
of 2.0 per cent annually until June 2028.
The hybrid bond will be used to refinance last year’s M&A activities.
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15. Corporate governance statement
Deutsche Börse Group attaches great importance to the principles of good corporate governance and
control. In this statement, we report on corporate governance at Deutsche Börse AG in accordance with
principle 22 of the Deutscher Corporate Governance Kodex (the “Code”, German Corporate Governance
Code). The statement contains the corporate governance statement pursuant to sections 289f and 315d
Handelsgesetzbuch (HGB, German Commercial Code).
Declaration of Conformity pursuant to section 161 Aktiengesetz (AktG, German Stock Corporation
Act)
On 8 December 2021, the Executive Board and Supervisory Board of Deutsche Börse AG issued the
following Declaration of Conformity:
“Declaration by the Executive Board and the Supervisory Board of Deutsche Börse AG regarding the
German Corporate Governance Code in accordance with section 161 of the German Stock Corporation
Act
The following Declaration of Conformity refers to the current version of the German Corporate
Governance Code dated 16 December 2019 (GCGC), which was published in the Federal Gazette on
20 March 2020.
The Executive Board and the Supervisory Board of Deutsche Börse AG declare that the
recommendations of the GCGC have been complied with in full in the financial year 2021 to date and
will continue to be complied with in the future.
In the period since the last Declaration of Conformity dated 3 December 2020 until 31 December 2020,
recommendation G.1, first indent GCGC was not complied with insofar as the Executive Board service
contracts not newly concluded or extended in 2020 have only contained a total cap also including
ancillary benefits since their revision as of 1 January 2021.
In detail:
Recommendation G.1, first indent DCGK recommends, among other things, that the remuneration
system should specify what amount the total remuneration may not exceed (maximum remuneration).
Already with the introduction of the adjusted remuneration system for the Executive Board on 1 January
2020, the annual remuneration comprising fixed and variable remuneration components, pension
benefits and ancillary benefits for each Executive Board member was capped at €9.5 million (total cap),
after ancillary benefits had previously not been included in the total cap. This means that
recommendation G.1, first indent of the GCGC has already been complied with in respect of the
Executive Board service contracts newly concluded or extended since 1 January 2020. All other
Executive Board service contracts were revised accordingly on 1 January 2021 based on the new
remuneration system 2021, so that recommendation G.1 GCCG has been complied with in full since
then.”
The annual declaration of conformity pursuant to section 161 AktG can also be found online at
www.deutsche-boerse.com > Investor Relations > Corporate Governance > Declaration of Conformity.
The declarations of conformity for the past five years are also available there.
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Disclosures on overriding statutory provisions
The Executive Board and Supervisory Board of Deutsche Börse AG declare in accordance with
recommendation F.4 GCGC that recommendation D.5 GCGC was not applicable to the company in 2021
because of the overriding statutory requirement of section 4b Stock Exchange Act. Recommendation
D.5 GCGC states that the Supervisory Board shall form a Nomination Committee composed exclusively
of shareholder representatives. In accordance with Section 4b of the German Stock Exchange Act,
however, the Nomination Committee also assists the Supervisory Board of Deutsche Börse AG in
selecting candidates for the Executive Board. As this task shall not be performed exclusively by
shareholder representatives of the Supervisory Board, and in line with the practice to date, the
Nomination Committee also includes employee representatives.
Disclosures on suggestions of the Code
The Code consists of both recommendations (denoted in the text by the use of the word “shall”), which
are reported in the Declaration of Conformity in accordance with section 161 AktG, and suggestions
(denoted in the text by the use of the word “should”). Deutsche Börse AG fully complies with them.
Publicly available information in accordance with section 289f (2) no. 1a HGB
The 2021 remuneration report and the auditors’ statement pursuant to section 162 AktG, the underlying
remuneration system pursuant to section 87a (1) and (2) sentence 1 AktG as well as the latest
resolution on remuneration pursuant to section 113 (3) AktG will be available at www.deutsche-
boerse.com > Investor Relations > Corporate Governance > Remuneration.
Information on corporate governance practices
Conduct policies
Deutsche Börse Group’s global orientation means that binding policies and standards of conduct must
apply at all of the Group’s locations around the world. Specifically, the main objectives of these
principles for collaboration are to ensure responsibility, respect and mutual esteem. The Group also
adheres to these principles when implementing its business model. Communications with clients,
investors, employees and the general public are based on timely information and transparency. In
addition to focusing on generating profit, Deutsche Börse Group’s business is managed sustainably in
accordance with recognised social standards.
Code of business conduct
Acting responsibly means having values that are shared by all employees throughout the Group.
Deutsche Börse AG therefore has a code of business conduct that is reviewed every year. This
document, which is adopted by the Executive Board and applies throughout the Group, defines the
foundations of key ethical and legal standards, including – but not limited to – the following topics:
Compliance with legislation and regulations; whistleblowing
Confidentiality and the handling of sensitive information
Conflicts of interest
Prevention of insider trading and market manipulation; personal account dealings
Prevention of corruption
Risk management
Environmental awareness
Equal opportunities and protection against undesirable behaviour
Corporate responsibility; human rights; ethical conduct
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The code of business conduct applies to members of the Executive Board, all other executives and all
employees of Deutsche Börse Group. In addition to specifying concrete rules, the code of business
conduct provides general guidance as to how employees can contribute to implementing the defined
values in their everyday working life. The goal of the code of business conduct is to provide guidance on
working together in the company on a day-to-day basis, to help resolve any conflicts and to resolve
ethical and legal challenges. All newly hired employees receive the code of business conduct as part of
their employment contract documentation. The code of business conduct is an integral part of the
relationship between employer and employees at Deutsche Börse Group. Breaches may lead to
disciplinary action. The document is available on www.deutsche-boerse.com > Sustainability > Our
ESG profile > Employees > Guiding principles.
Code of conduct for suppliers
Deutsche Börse Group not only requires its management and staff to adhere to high standards – it
demands the same from its suppliers and service providers. The code of conduct for suppliers requires
them to respect human rights and employee rights and comply with minimum standards. Implementing
a resolution of the Executive Board, the code of conduct for suppliers was amended in 2016 to include
the requirements set out in the UK Modern Slavery Act, applicable to all corporations conducting
business in the United Kingdom. Most suppliers have signed up to these conditions; all other key
suppliers have made voluntary commitments, which correspond to, or in fact, exceed Deutsche Börse
Group’s standards. Service providers and suppliers must sign this code or enter into an equivalent
voluntary commitment before they can do business with Deutsche Börse Group. The code of conduct is
reviewed regularly in the light of current developments and amended if necessary. It is available on
Deutsche Börse Group’s website www.deutsche-boerse.com > Sustainability > Our ESG Profile >
Procurement management.
Sustainability and values
Our business activities are based on the legal frameworks and ethical standards of the different countries
in which Deutsche Börse Group operates. A key way in which we underscore the values we consider
important is by joining initiatives and organisations that advocate generally accepted ethical standards.
Relevant memberships are as follows:
United Nations Global Compact www.unglobalcompact.org: this voluntary business initiative
established by the United Nations aims to achieve a more sustainable and more equitable global
economy. At the heart of the compact are ten principles covering the areas of human rights, labour,
environment protection and anti-corruption. Deutsche Börse Group has submitted annual
communications on progress (COPs) on its implementation of the UN Global Compact since 2009.
Diversity Charter www.charta-der-vielfalt.de: as a signatory to the Diversity Charter, the company has
committed to acknowledging, respecting and promoting the diversity of its workforce, customers and
business associates – irrespective of their age, gender, disability, race, religion, nationality, ethnic
background, sexual orientation or identity.
International Labour Organization www.ilo.org: this UN agency is the international organisation
responsible for drawing up and overseeing international labour standards; it brings together
representatives of governments, employees and employers to promote the joint development of policies
and programmes. Deutsche Börse Group has signed up to the ILO’s labour standards and hence has
agreed to abide by them.
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Sustainability in corporate governance
Sustainability is of significant importance for the corporate strategy of Deutsche Börse Group. It is
therefore an essential element of corporate governance at the level of both the Executive Board and the
Supervisory Board. The Executive Board of Deutsche Börse AG takes all strategic decisions concerning
sustainability matters at Deutsche Börse Group. It is supported on the one hand by the interdisciplinary
Group Sustainability Board, which is chaired by the CFO. This board takes fundamental decisions, alone
or in coordination with the Executive Board, on company initiatives relating to environmental, social and
governance topics (ESG). It also reviews and evaluates sustainability projects and defines quantifiable
targets and timelines for them. The Group ESG Strategy, which reports to the CEO, provides support by
coordinating overarching ESG product initiatives, managing the ESG reporting and continuously
monitoring the ESG profile and climate strategy of Deutsche Börse AG.
At the level of the Supervisory Board, the responsibilities of the existing Strategy Committee were
expanded in the reporting year to reflect the strategic importance of sustainability and the Strategy and
Sustainability Committee was formed. In addition to embedding ESG in the work of the Supervisory
Board in this way, it is particularly important for the board as a whole and in the other Supervisory
Board committees, especially the Audit Committee, the Risk Committee and the Nomination Committee.
Current, relevant sustainability aspects also form part of the training programme for the Executive Board
and Supervisory Board and are dealt with in workshops and seminars.
Further information on this subject can be found online at www.deutsche-boerse.com > Sustainability.
More information about the Supervisory Board committee Strategy and Sustainability can be found in the
chapter “Supervisory Board committees”.
Sector-specific policies
Deutsche Börse Group’s pivotal role in the financial sector requires that it handles information – and
especially sensitive data and facts – responsibly. A number of rules are in force throughout the Group to
ensure that employees comply with this. These cover both legal requirements and special policies
applicable to the relevant industry segments, such as the whistleblowing system and risk and control
management policies.
Whistleblowing system
Deutsche Börse Group plays an active role in the fight against breaches of rules and regulations. One
example is Deutsche Börse Group’s whistleblowing system, which provides a channel to report non-
compliant behaviour. Deutsche Börse Group uses the Business Keeper Monitoring System (BKMS®), an
online application that enables employees, clients and third parties to report matters that could be
criminal offences and incidents of non-compliance by employees or third parties concerning the business
of Deutsche Börse Group. Reports can be in their own name or anonymously and can be made around
the clock.
Further information regarding the whistleblowing system can be found at www.deutsche-boerse.com >
Our Company > Contact > Whistleblower system.
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Risk and control management policies
Functioning control systems are an important part of stable business processes. Deutsche Börse Group’s
enterprise-wide control systems are embedded in an overarching framework. This comprises, among
other things, the legal requirements, the recommendations of the German Corporate Governance Code,
international regulations and recommendations and other company-specific policies. The executives
responsible for the different elements of the control system are in close contact with each other and with
the Executive Board, and report regularly to the Supervisory Board or its committees. Equally, the Group
has an enterprise-wide risk management system that covers and provides mandatory rules for functions,
processes and responsibilities. Details of the internal control system and risk management at Deutsche
Börse Group can be found in the section “Risk management”.
Working practices of the Executive Board and the Supervisory Board
An important fundamental principle of the German Stock Corporation Act is the dual board system –
which assigns separate, independent responsibilities to the Executive Board and the Supervisory Board.
These responsibilities and their implementation at Deutsche Börse AG are set out in detail in the
following paragraphs.
Both boards perform their duties in the interests of the company and with the aim of achieving a
sustainable, long-term increase in value. Their actions are based on the principle of responsible
corporate governance. Therefore, Deutsche Börse AG’s Executive Board and Supervisory Board work
closely together in a spirit of mutual trust, with the Executive Board providing the Supervisory Board with
comprehensive information on the company’s and the Group’s position and the course of business in a
regular and timely manner. In addition, the Executive Board regularly informs the Supervisory Board
concerning issues relating to corporate planning, the risk situation and risk management, compliance
and the company’s control systems. The strategic orientation of the company is examined in detail and
agreed upon with the Supervisory Board. Implementation of the relevant measures is discussed at
regular intervals. The Chief Executive Officer reports to the Supervisory Board without undue delay, orally
or in writing, on matters that are of special importance to the company.
In addition, the CEO keeps the Chair of the Supervisory Board continuously and regularly informed of the
current developments affecting the company’s business, significant transactions, upcoming decisions
and the long-term outlook and discusses these issues with him or her. The Supervisory Board may also
request reports from the Executive Board at any time, especially on matters and business transactions at
Deutsche Börse AG and subsidiaries that have a significant impact on Deutsche Börse AG’s position. The
bylaws for the Executive Board and Supervisory Board govern the corresponding information rights and
obligations of the Executive Board and Supervisory Board in detail.
Deutsche Börse AG’s Executive Board
The Executive Board manages Deutsche Börse AG and Deutsche Börse Group; it had six members
during the reporting period. The main duties of the Executive Board include defining the Group’s
corporate goals and sustainable strategic orientation, managing and monitoring the operating units, as
well as establishing and monitoring an efficient risk management system. The Executive Board is
responsible for preparing the annual and consolidated financial statements of Deutsche Börse AG, as
well as for producing financial information during the course of the year. In addition, it must ensure the
company’s compliance with legal requirements and official regulations.
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The members of the Executive Board are jointly responsible for all aspects of management. Irrespective
of this collective responsibility, the individual members manage the company’s business areas assigned
to them in the Executive Board’s schedule of responsibilities independently and are personally
responsible for them. In addition to the business areas, the functional areas of responsibility are that of
the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the Chief Information Officer/ Chief
Operating Officer (CIO/COO) and HR & Compliance. The business areas cover the operating business
units, such as the company’s cash market activities, the derivatives business, securities settlement and
custody and the market data and financial information business. Details can be found in the “Overview
of Deutsche Börse Group – Organisational structure” section.
Further details of the Executive Board’s work are set out in the bylaws that the Supervisory Board has
adopted for the Executive Board. Among other things, these list issues that are reserved for the entire
Executive Board, special measures requiring the approval of the Supervisory Board, other procedural
details and the arrangements for passing resolutions. The Executive Board holds regular meetings; these
are convened by the CEO, who coordinates the Executive Board’s work. Any Executive Board member
can require a meeting to be convened. In accordance with its bylaws, the entire Executive Board
normally takes decisions on the basis of resolutions passed by a simple majority of the members voting
on them in each case. If a vote is tied, the CEO has the casting vote.
More information on the Executive Board, its composition, members’ individual appointments and
biographies can be found at www.deutsche-boerse.com > Investor Relations > Corporate Governance >
Executive Board.
Deutsche Börse AG’s Supervisory Board
The Supervisory Board supervises and advises the Executive Board in its management of the company.
It supports the Executive Board in significant business decisions and provides assistance on strategically
important issues. The Supervisory Board has specified measures requiring its approval in the bylaws for
the Executive Board. In addition, the Supervisory Board is responsible for appointing the members of the
Executive Board, deciding on their total remuneration and examining Deutsche Börse AG’s annual and
consolidated financial statements and the combined management report. Details of the Supervisory
Board’s work during the 2021 financial year can be found in the report of the Supervisory Board.
The Supervisory Board consists of 16 members, made up of an equal number of shareholder
representatives and employee representatives in line with the German Mitbestimmungsgesetz (MitbestG,
German Co-determination Act). The term of office of the current members ends at the Annual General
Meeting in 2024. The same applies to the employee representatives elected to the Supervisory Board of
Deutsche Börse AG in the reporting year. The election procedure was interrupted by the COVID-19
pandemic and was completed on 17 November 2021. In the period between the Annual General
Meeting on 19 May 2021 and the close of the election procedure the employee representatives were
appointed as Supervisory Board members by the district court.
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The Supervisory Board holds at least six regular meetings every year. In addition, extraordinary meetings
are held as required. The committees also hold regular meetings. Unless mandatory statutory provisions
or the Articles of Associations call for a different procedure, the Supervisory Board passes its resolutions
by a simple majority. If a vote is tied, the Chair has the casting vote. The work of the Supervisory Board
and its committees is defined by the Rules of Procedure for the Supervisory Board, which is available at
www.deutsche-boerse.com > Investor Relations > Corporate Governance > Supervisory Board > Rules
of Procedure.
The Supervisory Board reviews the knowledge, skill and experience of the Executive Board and
Supervisory Board and their members regularly, at least once a year, and examines the structure, size,
composition and performance of the Executive Board and Supervisory Board. Its review is based on
concrete targets. The Supervisory Board also regularly, at least once a year, reviews the effectiveness of
its work, discusses opportunities for improvement and decides on suitable measures if necessary. The
concrete targets are described in the chapter “Targets for composition and qualification requirements of
the Supervisory Board” and the annual effectiveness test is described in the chapter “Examination of the
effectiveness of Supervisory Board work”.
The Supervisory Board Chair is in regular contact with the representatives of shareholders and
employees on the Supervisory Board, in addition to the scheduled meetings.
Supervisory Board committees
The Supervisory Board’s goal in establishing committees is to improve the efficiency of its work by
examining complex matters in smaller groups that prepare them for the plenary meeting of the
Supervisory Board. Additionally, the Supervisory Board has delegated individual decision-making powers
to the committees, to the extent that this is legally permissible. The Supervisory Board had seven
committees in the reporting period. The responsibilities of the existing Strategy Committee were
expanded to form a Strategy and Sustainability Committee. For details of the committees, please refer to
the tables “Supervisory Board committees in the reporting year: composition and responsibilities”. Their
individual responsibilities are governed by the Supervisory Board’s bylaws. The committees’ rules of
procedure correspond to those for the plenary meeting of the Supervisory Board. Details of the current
duties and members of the individual committees can be found online at www.deutsche-boerse.com >
Corporate Governance > Investor Relations > Supervisory Board > Committees.
The chairs of the individual committees report to the plenary meeting about the subjects addressed and
resolutions passed in the committee meetings. Information on the Supervisory Board’s concrete work
and meetings during the reporting period can be found in the report of the Supervisory Board.
More information on the Supervisory Board and its committees, the individual members and their
appointments and biographies, can be found at: www.deutsche-boerse.com > Corporate Governance >
Investor Relations > Supervisory Board.
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Supervisory Board committees in the reporting year: composition and responsibilities
Audit Committee
Members
Barbara Lambert (Chair)
Nadine Absenger1
(until 19 May 2021)
Markus Beck1
(until 17 November 2021)
Katrin Behrens1
(since 1 December 2021)
Andreas Gottschling
Oliver Greie1 (from 19 May 2021 to
17 November 2021)
Susann Just-Marx1
(since 1 December 2021)
Achim Karle1
(since 1 December 2021)
Michael Rüdiger
Jutta Stuhlfauth1
(until 17 November 2021)
Composition
At least four members who are elected by the Supervisory Board
At least one member with financial reporting expertise and one other member with auditing
expertise2
Prerequisites for the chair of the committee: the person concerned must be independent, and must
have specialist knowledge and experience of applying accounting principles as well as internal
control and risk management processes (financial expert)
Persons who cannot chair the committee: the Chair of the Supervisory Board; former members of
the company’s Executive Board whose appointment ended less than two years ago
Responsibilities
Deals with issues relating to the preparation of the annual budget and financial topics, particularly
capital management
Deals with issues relating to the adequacy and effectiveness of the company’s control systems – in
particular, to risk management, compliance and internal audit
Deals with audit reports and financial reporting issues, including oversight of the financial
reporting process
Half-yearly financial reports, plus any quarterly financial reports, discusses the results of the
reviews with the auditors
Examines the annual financial statements and the management report, the consolidated financial
statements and the group management report, discusses the audit report with the external auditors
and prepares the Supervisory Board’s resolutions adopting the annual financial statements and
approving the consolidated financial statements, as well as the resolution on the Executive Board’s
proposal on the appropriation of profit
Prepares the Supervisory Board’s recommendation to the Annual General Meeting on the election
of the external auditors of the annual financial statements, the consolidated financial statements
and the half-yearly financial report (to the extent that the latter is audited or reviewed by external
auditors) and makes corresponding recommendations to the Supervisory Board
Reviews the non-financial reporting (sections 289b, 315b HGB)
Monitors the audit, particularly the selection and the independence of the external auditors, the
quality of the audit and the additional services provided by the auditors
Issues the engagement letter to the external auditor of the annual financial statements and the
consolidated financial statements – including, in particular, the review or audit of half-yearly
financial reports, reviews the non-financial reporting and determines focal areas of the audit and
the audit fee
Prepares the Supervisory Board’s resolution approving the statement on the German Corporate
Governance Code pursuant to section 161 of the AktG and the corporate governance statement in
accordance with section 289f of the HGB
Control procedures on related-party transactions pursuant to section 111a (2) sentence 2 AktG
1) Employee representatives.
2) The by section 100 (5) AktG required expertise in auditing is covered by Ms Barbara Lambert and the expertise in financial reporting is covered by Mr Michael
Rüdiger.The curricula vitae can be found at: www.deutsche-boerse.com > Investor Relations > Corporate Governance > Supervisory Board.
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Further information
Nomination Committee
Members
Martin Jetter (Chair)
Nadine Absenger1
(since 19 May 2021)
Markus Beck1
Anja Greenwood1
(since 1 December 2021)
Michael Rüdiger
Clara-Christina Streit
(since 19 May 2021)
Jutta Stuhlfauth1
(until 17 November 2021)
Gerd Tausendfreund1
(until 19 May 2021)
Amy Yip (until 19 May 2021)
1) Employee representatives.
Risk Committee
Members
Andreas Gottschling (Chair)
Susann Just-Marx1
Cornelis Kruijssen1
(until 17 November 2021)
Barbara Lambert
Daniel Vollstedt1
(since 1 December 2021)
1) Employee representatives
Composition
Chaired by the Chair of the Supervisory Board
At least five other members who are elected by the Supervisory Board
Responsibilities
Addresses succession planning for the Executive Board
Develops a diversity concept for the Supervisory Board
Deals with the annual assessment of the structure, size, composition and performance of the
Executive Board and Supervisory Board, as well as possible improvements
Deals with the annual assessment of the qualification requirements of individual members of the
Executive Board and Supervisory Board, and the Executive Board and Supervisory Board as a
whole
Reviews the policy for selection and appointment of members of the Executive Board and makes
recommendations to the Supervisory Board in this regard
Proposes suitable candidates to the Supervisory Board for inclusion in the Supervisory Board’s
election proposal to the Annual General Meeting (the proposal is submitted by shareholder
representatives), including the regular review of the concrete targets and a job description on
which proposals are based
Enters into, amends or terminates service agreements within the framework defined by the
Supervisory Board
Deals with aggregate remuneration and retirement benefits of individual Executive Board members
and determines payments to surviving dependants and any other similar payments; regularly
reviews the reasonableness of Executive Board remuneration and develops proposals for any
adjustments where required
Deals with the remuneration system for the Executive Board and Supervisory Board and the
remuneration report prepared in accordance with section 162 AktG
Approves appointments of members of Deutsche Börse AG’s Executive Board to other executive
boards, supervisory boards, advisory boards and similar boards, as well as other part-time work
and honorary appointments, including any exemptions from the approval requirement
Approves the grant or revocation of general powers of attorney
Approves cases in which the Executive Board grants employees retirement pensions or other
individually negotiated retirement benefits, or proposes to enter into employer/works council
agreements establishing pension plans
Decides on deferring publication of insider information and on drafting ad hoc notifications on
information for which the Supervisory Board is responsible
Other tasks and duties set forth in section 4b (5) of the BörsG
Composition
At least four members who are elected by the Supervisory Board
Responsibilities
Reviews the risk management framework including the risk appetite and the risk management
roadmap
Takes note of and reviews the periodic risk management and compliance reports
Oversees monitoring of the Group’s operational, financial and business risks
Takes note of and discusses the annual reports on significant risks and the risk management
systems at regulated Group entities, to the extent legally permissible
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Further information
Strategy Committee
(until 22 June 2021)
Members
Martin Jetter (Chair)
Susann Just-Marx1
Achim Karle1
Carsten Schäfer1
Charles Stonehill
Clara-Christina Streit
(until 19 May 2021)
Chong Lee Tan (since 19 May 2021)
1) Employee representatives.
Composition
Chaired by the Chair of the Supervisory Board
At least five other members who are elected by the Supervisory Board
Responsibilities
Advises the Executive Board on matters of strategic importance to the company and its affiliates
Addresses fundamental strategic and business issues, as well as projects important to Deutsche
Börse Group
Strategy and Sustainability Committee
(from 22 June 2021)
Members
Composition
Martin Jetter (Chair)
Anja Greenwood1
(since 1 December 2021)
Susann Just-Marx1
(until 17 November 2021)
Achim Karle1
Peter Sack1 (since 1 December 2021)
Carsten Schäfer1
(until 17 November 2021)
Charles Stonehill
Chong Lee Tan
1) Employee representatives.
Chaired by the Chair of the Supervisory Board
At least five other members who are elected by the Supervisory Board
Responsibilities
Advises the Executive Board on matters of strategic importance to the company and its affiliates
Addresses fundamental strategic and business issues and deals with the group’s purpose
Deals with sustainable corporate governance and business activities of Deutsche Börse Group in
the areas environmental, social and governance (ESG) criteria
Deals with significant projects for Deutsche Börse Group
Technology Committee
Members
Composition
At least four members who are elected by the Supervisory Board
Responsibilities
Supports the Supervisory Board in meeting its supervisory duties with respect to the information
technology used to execute the Group’s business strategy and with respect to information security
Advises on IT strategy and architecture
Oversees monitoring of technological innovations, the provision of IT services, the technical
performance and stability of IT systems, operational IT risks, and information security services and
risks
Karl-Heinz Flöther (Chair)
Andreas Gottschling
(since 19 May 2021)
Achim Karle1
Cornelis Kruijssen1
(until 17 November 2021)
Peter Sack1 (since 1 December 2021)
Carsten Schäfer1
(until 17 November 2021)
Charles Stonehill
Daniel Vollstedt1
(since 1 December 2021)
Amy Yip (until 19 May 2021)
1) Employee representatives.
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Further information
Chairman’s Committee
Members
Composition
Martin Jetter (Chair)
Nadine Absenger1
Markus Beck1
(since 8 December 2021)
Clara-Christina Streit
Jutta Stuhlfauth1
(until 17 November 2021)
1) Employee representatives
Chaired by the Chair of the Supervisory Board
Deputy Chair of the Supervisory Board as well as one shareholder representative and one
employee representative who are elected by the Supervisory Board
Responsibilities
Time-sensitive affairs
Mediation Committee
Members
Composition
Chaired by the Chair of the Supervisory Board
Deputy Chairperson of the Supervisory Board as well as one shareholder representative and one
employee representative each
Responsibilities
Tasks and duties pursuant to section 27 (3) MitbestG
Martin Jetter (Chair)
Markus Beck1
(since 8 December 2021)
Katrin Behrens1
(since 8 December 2021)
Karl-Heinz Flöther
Susann Just-Marx1
(until 17 November 2021)
Jutta Stuhlfauth1
(until 17 November 2021)
1) Employee representatives.
Targets for composition and qualification requirements of the Supervisory Board
In accordance with recommendation C.1 of the Code, the Supervisory Board has adopted a catalogue of
specific targets concerning its composition that should serve above all as a basis for the nomination of
future members. These targets are reviewed regularly and adjusted as necessary. They include
qualification requirements as well as diversity targets. Furthermore, members shall have sufficient time,
as well as the personal integrity and suitability of character, to exercise their office. In addition, more
than half the shareholder representatives on the Supervisory Board shall be independent.
In the reporting year, the Supervisory Board, on the recommendation of the Nomination Committee,
added the following general qualification requirements and confirmed that the targets had been met. The
Supervisory Board, supported by the Nomination Committee, also examined the targets for the overall
board and for the individual members and confirmed that they had been met.
Qualification requirements
Given their knowledge, skills and professional experience, members of the Supervisory Board shall have
the ability to perform the duties of a supervisory board member in a company with international
business activities. The Supervisory Board has determined individual (basic) as well as general
qualification requirements. Basic requirements are derived from the business model, the concrete
targets, as well as from specific regulations applicable to Deutsche Börse Group.
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Further information
Individual (basic) qualification requirements
Ideally, each Supervisory Board member holds the following basic qualifications:
Understanding of commercial issues
Analytical and strategic skills
Understanding of the corporate governance system
Knowledge of the financial services sector
Understanding of Deutsche Börse AG’s activities
Understanding of Deutsche Börse Group’s structure
Understanding of the member’s own position and responsibilities
General qualification requirements
The general qualifications refer to the Supervisory Board in its entirety. At least two of its members
should have sound knowledge, especially concerning the following topics:
Capital markets, business models of stock exchanges and data business
Accounting, finance, audit
Risk management and compliance
Information technology and security, digitalisation
Clearing, settlement and custody business
Regulatory requirements
The current composition of the Supervisory Board fulfils these criteria concerning the qualification of its
members.
Supervisory Board members’ general qualification requirements
Capital markets,
business
models of stock
exchanges and
data business
Accounting,
finance, audit
Risk
management
and
compliance
Information
technology and
security,
digitalisation
Clearing,
settlement and
custody
business
Regulatory
requirements
Martin Jetter (Chair)
Karl-Heinz Flöther
Andreas Gottschling
Barbara Lambert
Michael Rüdiger
Charles Stonehill
Clara-Christina Streit
Chong Lee Tan
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
+
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Further information
Independence of Supervisory Board members
In accordance with recommendation C.6 of the Code, the Supervisory Board shall be comprised of what
it considers to be an appropriate number of independent shareholder representatives. The shareholder
representatives on the Supervisory Board therefore decided that at least half the shareholder
representatives on the Supervisory Board shall be independent. Supervisory Board members are
considered to be independent within the meaning of C.6 of the Code if they are independent of the
company and its Executive Board and independent of any controlling shareholder. In particular,
Supervisory Board members are no longer to be considered independent if they have a personal or
business relationship with the company or its Executive Board that may cause a substantial (and not
merely temporary) conflict of interest. According to recommendation C.7 of the Code, more than half the
shareholder representatives shall be independent of the company and the Executive Board.
In the opinion of the shareholder representatives on the Supervisory Board, all of them are independent.
Diversity concept for the Executive Board and the Supervisory Board
The diversity concept for the Executive Board and the Supervisory Board, as adopted by the Supervisory
Board in accordance with section 289f (2) no. 6 HGB, has the objective of ensuring a wide range of
perspectives and experience through the composition of both bodies. The concept is implemented within
the scope of selecting and appointing new Executive Board members or regarding proposals for election
of new Supervisory Board members.
Flexible age limit and term of office
The Supervisory Board considers the flexible age limit stipulated in the bylaws (generally 70 years) when
nominating candidates for election by the Annual General Meeting. Furthermore, the Supervisory Board’s
bylaws provide for a general limitation to members’ maximum term of office to twelve years, which the
Supervisory Board shall also consider in its nominations of candidates to the Annual General Meeting.
The flexible age limit for members of the Executive Board provides for the term of office to expire at the
end of the month during which a member reaches the age of 60 years. From the month during which an
Executive Board member has reached the age of 60, reappointment is permitted for a period of one year
in each case, provided that the last term of office shall expire at the end of the month during which the
Executive Board member reaches the age of 65. When appointing members of the Executive Board, the
Supervisory Board pursues the objective of achieving an optimal composition of the Executive Board
from the company’s perspective. In this context, experience and industry knowledge, as well as
professional and personal qualifications, play a major role. Depending on the Executive Board position to
be filled, it is not just the scope and depth of skills that is decisive, but also whether the specific skills
are up to date. The flexible age limit has been deliberately worded to preserve the Supervisory Board's
flexibility in taking decisions on appointments.
At present, no Executive Board member has passed the age limit of 65 years.
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Further information
Theodor Weimer’s term of office as Chairman of Deutsche Börse AG’s Executive Board runs until
31 December 2024. Theodor Weimer will reach the age of 65 in 2024. Gregor Pottmeyer’s term of
office as CFO of Deutsche Börse AG was extended until 30 September 2025. Mr Pottmeyer will reach
the age of 60 in 2022. While maintaining the general rule on a flexible age limit, the Supervisory Board
decided in view of their long-standing experience and knowledge of the sector and professional and
personal qualifications, not to renew Mr Weimer’s and Mr Pottmeyer’s term of office solely on an annual
basis once they reached the age of 60.
Share of women holding management positions
Deutsche Börse Group is an international company. Working at our company means collaborating with
colleagues across 69 locations from more than 100 nations. We take pride in the wealth of cultural,
professional, and personal backgrounds of our colleagues around the globe. We are committed to
maintaining, supporting, and fostering the diverse and inclusive culture of Deutsche Börse AG across all
diversity dimensions.
Regulation requires that in this report we especially reflect on a particular aspect of diversity: the share
of women holding management positions.
As of today, Deutsche Börse AG is already in full compliance with statutory law regarding to the required
share of women in both the Executive Board and the Supervisory Board. This is as well particularly true
for the enhanced diversity requirements for the Executive Board introduced in German law in the year
2021.
30 percent of the shareholder representatives of the Supervisory Board are women and the Supervisory
Board is determined to further increase this share.
For the Executive Board, the Supervisory Board is alike determined to further increase the share of
women, while taking the current appointments into consideration. Currently, there is one female member
on the board.
Future personnel decisions will take this into account.
In detail: With regard to the Supervisory Board, the legally binding gender quota of 30 per cent in
accordance with section 96 (2) AktG applies. In order to prevent the possible discrimination of either
shareholder representatives or employee representatives, and in order to increase the planning security
in the relevant election procedures, the shareholder representatives on the Supervisory Board have
opposed the overall compliance of the quota in accordance with section 96 (2) (sentence 2) AktG. Thus,
the minimum proportion of 30 per cent is to be complied with for each gender with regard to the
shareholder representatives and the employee representatives. Based on the statutory calculation
method, this means that at least two women and two men from each the shareholder representatives
and from the employee representatives must be on the Supervisory Board. Currently, there are two
women from the shareholder representatives and four women from the employee representatives. The
legally prescribed gender quota is thus complied with.
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Further information
For the Executive Board, the Act to Supplement and Amend the Regulations for the Equal Participation of
Women in Leadership Positions in the Private and Public Sector (FüPoG II) dated 10 June 2021 has
introduced a statutory minimum participation requirement. Executive Boards of listed companies with
more than three Executive Board members are required to have at least one woman and one man on the
board (sec. 76 para. 3a AktG (new version)). This statutory minimum participation requirement replaces
the obligation of companies to set a legally non-binding target quota. Although FüPoG II grants a grace
period for compliance with the enhanced rules Deutsche Börse AG does already fulfil the new statutory
requirement and does also report in accordance with section 289f para. 2 no. 5a HGB (new version).
In accordance with previous legal standards, Deutsche Börse AG’s Supervisory Board had defined a
target quota for women on the Executive Board in accordance with section 111 (5) AktG (old version).
The first minimum target – 20 per cent of the Executive Board members were to be women – was
complied with by the end of the implementation period on 30 June 2017. The quota of women on the
Executive Board was 20 per cent at this time. Effective 1 July 2017, the Supervisory Board decided to
extend the 20 per cent target quota of women on the Executive Board until 31 December 2021. This
quota, however, declined due to the increase of the Executive Board to six members as of 1 July 2018,
despite the fact that the actual number of women on the Executive Board did not change. The quota of
women on the Executive Board on 31 December 2021 was 16.7 per cent.
International profile
The composition of the Executive Board and the Supervisory Board shall reflect the company’s
international activities. With Barbara Lambert, Charles Stonehill, Clara-Christina Streit and Chong Lee
Tan, there are four shareholder representatives on the Supervisory Board who are not or not exclusively
German citizens. Cornelis Kruijssen, employee representative on the Supervisory Board until
17 November 2021, has Dutch nationality. In addition, many of the members of the Supervisory Board
have long-term professional experience in the international field or are working abroad on a permanent
basis. The Supervisory Board will therefore continue to meet the objectives concerning its international
composition.
The same applies to the Executive Board, where Stephan Leithner holds non-German citizenship, and
whose members have gained long-standing international working experience as well.
Educational and professional background
The Supervisory Board has set itself the objective of considering an appropriate range of educational and
professional backgrounds regarding its own composition, as well as regarding the composition of the
Executive Board. The composition of both the Supervisory Board and the Executive Board reflect these
objectives. In addition to possessing professional experience in the financial services industry, members
of the Executive Board and the Supervisory Board also have a professional background in consultancy,
the IT sector, auditing, administration and regulation. In terms of academic education, most members
have business, economics or legal degrees, in addition to backgrounds in IT, engineering and other
areas. Education and professional experience thus also contribute to fulfilling the previously mentioned
qualification requirements for Supervisory Board members.
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Financial statements and notes
Remuneration Report
Further information
The composition of both Deutsche Börse AG’s Supervisory Board and Executive Board is in line with the
objectives stated above. Please refer to www.deutsche-boerse.com > Investor Relations > Corporate
Governance > Supervisory Board for further information concerning the members of the Supervisory
Board and its committees. For further information concerning the members of the Executive Board,
please see www.deutsche-boerse.com > Investor Relations > Corporate Governance > Executive Board.
Preparing the election of a shareholder representative to the Supervisory Board
The Supervisory Board's Nomination Committee – whose task it is to propose suitable candidates to the
Supervisory Board for its proposal to the Annual General Meeting – has discussed the matter of a
successor to Karl-Heinz Flöther, who is expected to leave the Supervisory Board in May 2022. Mr
Flöther decided to step down because he will then have been a Supervisory Board member for ten years
since 16 May 2012.
When selecting appropriate candidates, the committee has taken into account the above criteria. After
screening and holding several interviews with the candidates, the Nomination Committee has decided to
propose Shannon A. Johnston to the Supervisory Board as the candidate for election at the Annual
General Meeting.
Further information about the candidate including a CV will be published with the invitation to the
ordinary Annual General Meeting of Deutsche Börse AG on 18 May 2022 and can also be found before
the AGM at www.deutsche-boerse.com > Investor Relations > Annual General Meeting.
Training and professional development measures for members of the Supervisory Board
As a matter of principle, Supervisory Board members are responsible for their continuing professional
development. Deutsche Börse AG follows recommendation D.12 of the Code and the guidelines of the
European Securities and Markets Authority (ESMA) on management bodies of market operators and data
reporting services providers, and supports Supervisory Board members in this endeavour. For example, it
organises targeted introductory events for new Supervisory Board members and workshops on selected
strategy issues as well as on professional topics. In addition to one strategy and two technology
workshops, the Supervisory Board held a workshop on risk and compliance matters in the reporting
period. In individual cases, Deutsche Börse AG assumes the costs incurred for third-party training, as
part of its own training programme “Qualified Supervisory Board” for Supervisory Board members, for
instance.
Examination of the effectiveness of Supervisory Board work
Deutsche Börse AG regards regular reviews of the effectiveness of Supervisory Board work – in
accordance with recommendation D.13 of the Code – as a key component of good corporate
governance. The annual self-assessment is supported by an external service provider every third year,
most recently in 2019. The 2021 effectiveness examination was completed in the third quarter by
means of a structured questionnaire and focusing on the tasks and composition of the Supervisory
Board, co-operation between Supervisory Board members and between the Executive Board and the
Supervisory Board, Supervisory Board meetings and Supervisory Board committees. In the reporting
year the questionnaire was expanded to include current topics regarding ESG criteria in the work of the
Supervisory Board, the format of meetings, conference technology and attendance fees. The review
yielded positive results, both in terms of overall effectiveness as well as regarding the audited subject
areas. Where it identifies room for improvement, optimising proposals were discussed by the Supervisory
Board and measures for their execution implemented.
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Further information
In 2020 the Supervisory Board discussed the efficiency of its work at the initiative of the newly elected
Supervisory Board Chair Martin Jetter. Under his leadership the members of the Steering Committee, the
Chair of the Audit Committee and the Chair of the Risk Committee developed concrete measures to
increase the time available to individual Supervisory Board members for exercising their advisory
function on business and strategy-related topics. A review of how the corresponding organisational
measures had been implemented showed that they had largely been put into practice.
Long-term succession planning for the Executive Board
Together with the Executive Board, the Supervisory Board ensures that long-term succession planning
takes place. For this purpose the Supervisory Board, or its Nomination Committee, regularly – at least
once a year – concerns itself with potential candidates for the Executive Board. The Chair of the
Executive Board is involved in these considerations, provided that the discussions do not refer to their
own succession. The Supervisory Board prepares an applicant profile for vacant Executive Board
positions. The Supervisory Board takes care to ensure that the knowledge, expertise and experience of
all Executive Board members is diverse and well balanced, and adheres to the adopted diversity concept.
Moreover, the Supervisory Board ensures it is informed regularly about the succession planning at the
first level beneath the Executive Board, and provides advice to the Executive Board in this regard.
Target figures for the proportion of female executives beneath the Executive Board
Deutsche Börse AG’s Executive Board has defined target quotas for women on the two management
levels beneath the Executive Board, in accordance with section 76 (4) AktG, in each case referring to
Deutsche Börse AG. By 31 December 2021, the proportion of women holding positions in the first and
second management levels beneath the Executive Board was planned to reach 15 per cent and 20 per
cent, respectively. As of 31 December 2021, the share of women holding positions on the first and
second management levels beneath the Executive Board at Deutsche Börse AG in Germany was 14 per
cent and 22 per cent, respectively.
Moreover, the Executive Board had adopted a voluntary commitment to Group-wide increase in the share
of women holding management positions (first three management levels below the Executive Board) to
20 per cent by 31 December 2021, and of women holding lower management positions to 30 per cent
during the same period. This voluntary commitment in fact went further than the statutory obligation.
Firstly, the target figures determined in this context relate to Deutsche Börse Group worldwide. Secondly,
the definition of management levels/positions was expanded to include heads of teams, for example. On
a global level, as at 31 December 2021, these quotas stood at 21 per cent for upper management levels
and 30 per cent for lower management positions.
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Further information
Shareholder representation, transparent reporting and communication
Shareholders exercise their rights at the Annual General Meeting (AGM). In the spirit of good corporate
governance, Deutsche Börse AG aims to make it as easy as possible for shareholders to exercise their
shareholder rights. For instance, Deutsche Börse AG shareholders may follow the AGM over the internet
and can be represented at the AGM by proxies nominated by Deutsche Börse AG. These proxies exercise
voting rights solely in accordance with shareholders’ instructions. Additionally, shareholders may exercise
their voting rights by post or online. Among other things, the AGM elects the shareholder representatives
to the Supervisory Board and decides on formal approval for the actions of the Executive Board and the
Supervisory Board. It also passes resolutions on the appropriation of the unappropriated surplus,
resolves on capitalisation measures and approves intercompany agreements and amendments to
Deutsche Börse AG’s Articles of Association and appoints the external auditors. Ordinary AGMs – at
which the Executive Board and the Supervisory Board give an account for the past financial year – take
place once a year.
In view of the ongoing effects of the COVID-19 pandemic the Executive Board decided in agreement with
the Supervisory Board to hold the Annual General Meeting once again as a virtual event in the reporting
year, without the physical presence of shareholders or their proxies as provided for by section 1 (2)
sentence 1 (6) Gesetz über Maßnahmen im Gesellschafts-, Genossenschafts-, Vereins-, Stiftungs- und
Wohnungseigentumsrecht zur Bekämpfung der Auswirkungen der COVID-19-Pandemie (Act on
Measures in Corporate, Cooperative, Association, Foundation and Residential Property Law to Combat
the Effects of the COVID-19 pandemic) (extended and amended by Art. 11 of the Act of 22 December
2020, BGBl. I p. 3332). Shareholders were able to follow the entire Annual General Meeting live online
and exercise their voting rights by means of postal voting or appointing the company proxies.
Additionally, the company voluntarily published the speeches by the Chairs of the Executive Board and
Supervisory Board ahead of the Annual General Meeting, enabling shareholders to submit questions
about them in advance too. Questions could be submitted to the company electronically up to one day
before the Annual General Meeting and were answered in full during the meeting.
Additional new functions were also offered in the reporting year to make the virtual AGM more
interactive. Here Deutsche Börse AG goes well beyond the minimum statutory requirements in the spirit
of transparency and communication with our shareholders. Shareholders had the opportunity to address
any further questions to the company during the AGM by using electronic communications technology.
The company also gave shareholders or their proxies the opportunity to comment on the agenda
beforehand, in writing or by video message.
To maximise transparency and ensure equal access to information, Deutsche Börse AG’s corporate
communications generally follow the rule that all target groups should receive all relevant information
simultaneously. Deutsche Börse AG’s financial calendar informs shareholders, analysts, shareholders’
associations, the media and interested members of the public of key events such as the date of the
AGM, or publication dates for financial performance indicators.
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Further information
Ad hoc disclosures, information on directors’ dealings and voting rights notifications, corporate reports
and interim reports, and company news can all be found on Deutsche Börse's website www.deutsche-
boerse.com. Deutsche Börse AG provides information about its annual and consolidated financial
statements as well as interim reports in conference calls for analysts and investors. Furthermore, a
regular investor day is held and Deutsche Börse continuously outlines its strategy and business
developments to everyone who is interested, abiding by the principle that all target groups worldwide
must be informed at the same time.
Additionally, Deutsche Börse AG submitted a COP for 2021 to the UN Global Compact. Good corporate
governance is one of Deutsche Börse Group’s core concerns. The Group has complied with the Global
Compact’s principles for many years. Public records of this have been available since the company
officially joined the initiative in 2009: www.deutsche-boerse.com > Sustainability > Our ESG profile >
Global initiatives > UN Global Compact.
Accounting and auditing
Deutsche Börse AG’s annual report provides shareholders and interested members of the public with
detailed information on Deutsche Börse Group’s business performance during the reporting period.
Additional information is published in its half-yearly financial report and two quarterly statements. The
annual financial statement documents and the annual report are published within 90 days of the end of
the financial year (31 December); intra-year financial information (half-yearly financial report and
quarterly statements) is made available within 45 days of the end of the relevant quarter or six-month
period. Following preparations by the Audit Committee, the annual and consolidated financial statements
are discussed by the entire Supervisory Board and with the external auditors, examined, and then
approved. The Executive Board discusses the half-yearly report and the quarterly statements for the first
and third quarters with the Supervisory Board’s Audit Committee prior to their publication. The half-
yearly financial report is reviewed by the external auditors.
Following an extensive selection process by the Supervisory Board, the Annual General Meeting 2021
elected PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, (PwC) as
the new auditors for the annual and consolidated financial statements 2021 and for the auditor’s review
of the half-yearly financial report in the reporting year. PwC was also engaged to perform a review of the
contents of the remuneration report during the 2021 financial year. The auditors responsible are Marc
Billeb and Dr Michael Rönnberg. The Supervisory Board’s proposal was based on a corresponding
recommendation by the Audit Committee, which had obtained the necessary statement of independence
from PwC before the election. This states that there are no personal, business, financial or other
relationships between the auditor, its governing bodies and audit managers on the one hand, and the
company and the members of its Executive and Supervisory Boards on the other, that could give cause
to doubt the auditor’s independence. The Audit Committee checked that this continued to be the case
during the reporting period. It also oversaw the financial reporting process in 2021. The Supervisory
Board was informed in a timely manner of the committee’s work and the insights gained; there were no
material findings. Information on audit services and fees is provided in “Note 6 to the consolidated
financial statements”.
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Management report | Deutsche Börse AG (disclosures based on HGB)
Financial statements and notes
Remuneration Report
Further information
16. Deutsche Börse AG (disclosures based on HGB)
The annual financial statements of Deutsche Börse AG are prepared in accordance with the provisions of
the German Commercial Code (Handelsgesetzbuch, HGB) and the supplementary provisions of the
German Stock Corporation Act (Aktiengesetz, AktG) and are the underlying basis for the explanations
that follow.
Business and operating environment
General position
Deutsche Börse AG is the parent company of Deutsche Börse Group. The parent company’s business
activities include first and foremost the cash and derivatives markets, which are reflected in the Eurex
(financial derivatives) and Xetra (cash equities) segments. Deutsche Börse AG also operates essential
parts of Deutsche Börse Group’s information technology. The development of Deutsche Börse Group’s
Clearstream (post-trading) segment is reflected in Deutsche Börse AG’s business development, primarily
due to the profit and loss transfer agreement with Clearstream Holding AG. Contributions from the IFS
(investment fund services) segment of Deutsche Börse Group, in contrast, play a lesser role for Deutsche
Börse AG. Despite this, the business and the operating environment of Deutsche Börse AG are
essentially the same as those of Deutsche Börse Group. They are described in the section
“Macroeconomic and sector-specific environment”.
Deutsche Börse AG’s course of business in the reporting period
Deutsche Börse AG’s revenues fell by 5.0 per cent in the 2021 financial year, which was in line with the
company’s expectations. By contrast, total costs (staff costs, amortisation of intangible assets and
depreciation of property, plant and equipment and other operating expenses) rose by 4.8 per cent. Net
profit was down by 18.8 per cent compared with the previous year. Low market volatility and thus lower
activity among market participants led to cyclical headwinds in the trading-related segments (Eurex and
Xetra). In the previous reporting year, dividend income also included non-recurring positive effects.
Based on these developments, the Executive Board of Deutsche Börse AG assesses the development in
financial year 2021 in context as solid.
Performance figures for Deutsche Börse AG
Sales revenue
Total costs
Net income from equity investments
EBITDA
Net profit for the period
Earnings per share (€)1
1) Calculation based on weighted average of shares outstanding
2021
€m
1,485.0
1,003.8
652.5
1,233.9
943.3
5.14
2020
€m
1,563.3
957.7
765.2
1,470.2
1,161.9
6.33
Change
%
– 5.0
4.8
– 14.7
– 16.1
– 18.8
– 18.8
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Financial statements and notes
Remuneration Report
Further information
Results of operations of Deutsche Börse AG
Deutsche Börse AG’s net revenue decreased by 5.0 per cent in 2021 to €1,485.0 million (2020:
€1,563.3 million). At €922.7 million, the largest contribution to revenue came from the Eurex (financial
derivatives) segment (2020: €1,017.7 million). The breakdown of revenue by company segment is
provided in the “Sales revenue by segment” table. The “Sales revenue by geographical region” table
shows the distribution of sales by geographical regions.
For more information on the development of the Eurex (financial derivatives) segment, please refer to
the “Eurex (financial derivatives) segment” section.
The revenue contributed by the EEX (commodities) and 360T (foreign exchange) segments is generated
mainly by IT services. Therefore, the explanations in the “EEX (commodities) segment” and “360T
(foreign exchange) segment” sections relate only indirectly to Deutsche Börse AG. The result of
operations for the Qontigo segment (index and analytics business) is presented in the section “Qontigo
segment (index and analytics business). It should be noted that the business development of the
STOXX Ltd. subsidiary does not directly impact upon the business performance of Deutsche Börse AG.
Comments on the business development in the Xetra (cash equities) segment can largely be found in
the “Xetra (cash equities) segment” section. Revenue attributable to the Clearstream (post-trading) and
IFS (investment fund services) segments result from the IT services Deutsche Börse AG provides to
companies belonging to the Clearstream Holding subgroup.
Other operating income went down to €39.8 million during the year under review (2020: €50.4
million).
Income for financial year 2021 includes transfer income of €256.3 million from other companies in the
Group (2020: €232.8 million).
The company’s total costs of €1,003.8 million were up 4.8 per cent year-on-year (2020: €957.7
million). For a breakdown, please refer to the table “Overview of total costs”. Staff costs rose by 6.3 per
cent year-on-year during the year under review, to €258.4 million (2020: €243.1 million). The higher
staff costs are mainly due to the increase in the number of employees. Staff numbers increased from an
average of 1,572 in the prior year to 1,664 in the 2021 financial year.
Amortisation of intangible assets and depreciation of property, plant and equipment increased to a total
of €65.1 million in the year under review (2020: €63.2 million).
Other operating expenses were up 4.4 per cent year-on-year, to €680.3 million (2020: €651.4 million).
Total expenses for 2021 include €347.4 million in internal Group transfer expenses (2020:
€333.7 million).
Deutsche Börse AG’s result from equity investments for the 2021 financial year totalled €652.5 million
(2020: €765.2 million). Among others, it consisted of dividend income of €298.1 million (2020:
€348.2 million) and income from the transfer of profits of €349.4 million (2020: €401.4 million).
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Financial statements and notes
Remuneration Report
Further information
Earnings before interest, tax, depreciation and amortisation (EBITDA) fell to €1,233.9 million (2020:
€1,470.2 million). Net profit for the period amounted to €943.3 million, a fall of 18.8 per cent (2020:
€1,161.9 million).
Sales revenue by segment
Eurex (financial derivatives)
EEX (commodities)
360T (foreign exchange)
Xetra (securities trading)
Clearstream (post-trading)
IFS (investment fund services)
Qontigo (index and analytics business)
Total
Sales revenue by geographical regions
Germany
Other European Union
Other Europe
America
Asia/Pacific
Total
Overview of total costs
Staff costs
Depreciation and amortisation
Other operating expenses
Total
2021
€m
922.7
22.1
0.7
384.6
122.3
26.7
5.9
2020
€m
1,017.7
18.2
0.6
387.3
111.9
23.7
3.9
1,485.0
1,563.3
2021
€m
478.4
480.5
424.9
92.5
8.7
2020
€m
468.3
517.6
478.7
92.0
6,7
1,485.0
1,563.3
2021
€m
258.4
65.1
680.3
1,003.8
2020
€m
243.1
63.2
651.4
957.7
Change
%
– 9.3
21.4
16.7
– 0.7
9.3
12.7
51.3
– 5.0
Change
%
0.6
– 2.4
– 3.4
0.0
0.1
– 5.0
Change
%
6.3
3.0
4.4
4.8
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Executive and Supervisory Boards
Management report | Deutsche Börse AG (disclosures based on HGB)
Financial statements and notes
Remuneration Report
Further information
Development of profitability
Deutsche Börse AG’s return on equity expresses the ratio of net income after taxes to average equity
available to the company during the course of 2021. Return on equity declined from 37.5 per cent in
2020 to 26.2 per cent in the year under review.
Financial position of Deutsche Börse AG
As at 31 December 2021, cash and cash equivalents amounted to €215.5 million
(2020: €518.4 million). This includes balances on current accounts, fixed-term deposits and other
short-term investments, whereby the bulk is held in cash.
Deutsche Börse AG has external credit lines available of €600.0 million (2020: €605.0 million), which
were unused as at 31 December 2021. Moreover, the company has a commercial paper programme in
place, which allows for flexible and short-term financings of up to €2.5 billion, in various currencies.
Commercial paper with a nominal value of €801.0 million (2020: €0.0 million) was in circulation at
year-end.
Through a Group-wide cash-pooling system, Deutsche Börse AG ensures an optimum allocation of
liquidity throughout Deutsche Börse Group; in this way, the parent entity makes sure that all subsidiaries
are in a position to honour their payment obligations at any time.
Deutsche Börse AG has issued three corporate bonds with a nominal value of €600 million each and
three corporate bonds with a nominal value of €500 million each. For more details concerning these
bonds, please refer to the “Financial position” section.
In the 2021 financial year, Deutsche Börse AG generated cash flow from operating activities of €906.7
million (2020: €889.9 million).
Cash flow from investing activities amounted to €–2,978.6 million (2020: €–366.9 million). The
decline is related particularly to the investments made in the reporting year. The equity investments in
Institutional Shareholder Services Inc. increased by €1,665.4 million, in Clearstream Fund Centre AG by
€735.2 million and in Crypto Finance AG by €132.1 million.
Cash flow from financing activities amounted to €1,261.9 million in the year under review (2020:
€– 521.5 million). A dividend of €550.6 million was paid for the 2020 financial year. It was offset by
the issue of bonds with a nominal value of €1,000 million and commercial paper with a nominal value
of €801 million. Cash and cash equivalents amounted to €–761.2 million as of the reporting date
31 December 2021 (2020: €48.8 million). It is made up of liquid funds of €215.5 million (2020:
€518.4 million), less cash-pooling liabilities of €976.6 million (2020: €469.6 million).
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Executive and Supervisory Boards
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Financial statements and notes
Remuneration Report
Further information
Cash flow statement (condensed)
Cash flow from operating activities
Cash flow from investing activities
Cash flow from financing activities
Cash and cash equivalents as at 31 December
Assets of Deutsche Börse AG
2021
€m
906.7
– 2,978.6
1,261.9
– 761.2
2020
€m
889.9
– 366.9
– 521.5
48.8
As at 31 December 2021, the non-current assets of Deutsche Börse AG amounted to €8,559.5 million
(2020: €5,672.4 million). At €7,842.1 million, most of the non-current assets consisted of shares in
affiliated companies (2020: €5,309.3 million), mainly the investments in Clearstream Holding AG,
Institutional Shareholder Services, Inc., Clearstream Fund Centre AG, 360 Treasury Systems AG, Eurex
Frankfurt AG and Qontigo GmbH.
Deutsche Börse AG’s investments in intangible assets and property, plant and equipment totalled
€61.5 million during the year under review (2020: €61.4 million), unchanged year-on-year.
Depreciation and amortisation in 2021 amounted to €65.1 million (2020: €63.2 million).
Receivables from and liabilities to affiliated companies include invoices for intra-Group services and
amounts invested by Deutsche Börse AG within the scope of cash-pooling arrangements. The receivables
from affiliated companies relate to invoices for intra-Group services, but primarily to Clearstream Holding
AG for the company’s profit transfer of €349.4 million. Liabilities to affiliated companies resulted mainly
from cash-pooling amounting to €976.5 million (2020: €469.6 million) and trade liabilities of
€48.8 million (2020: €135.3 million).
Working capital amounted to €–1,852.1 million in 2021 (2020: €–249.6 million). The change is
mainly due to higher liabilities under cash-pooling agreements and the issue of commercial paper.
Non-current assets (condensed)
Intangible assets
Property, plant and equipment
Financial assets
Non-current assets as at 31 December
2021
€m
116.8
72.1
8,370.6
8,559.5
2020
€m
109.2
83.2
5,480.0
5,672.4
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Financial statements and notes
Remuneration Report
Further information
Deutsche Börse AG employees
The number of employees (as defined by HGB)11 at Deutsche Börse AG rose by 50 in the reporting year
and totalled 1,686 as at 31 December 2021 (31 December 2020: 1,636). The average number of
employees at Deutsche Börse AG in the 2021 financial year was 1,664 (2020: 1,572).
During the 2021 financial year, 86 employees left Deutsche Börse AG, resulting in a staff turnover rate
of 5 per cent.
On 31 December 2021, Deutsche Börse AG had employees at six locations around the world.
Information on the countries, regions, the employees’ age structure and length of service are provided in
the tables that follow.
Employees per country/region
Germany
Great Britain
France
Other European countries
Asia
Total Deutsche Börse AG
Age structure of employees
Under 30 years
30−39 years
40−49 years
More than 50 years
Total Deutsche Börse AG
Employee length of service
Under 5 years
5−15 years
More than 15 years
Total Deutsche Börse AG
11 Employees do not include the company’s legal representatives, apprentices and employees on parental leave.
31 Dec 2021
1,658
15
8
3
2
1,686
31 Dec 2021
193
558
418
517
1,686
31 Dec 2021
710
539
437
1,686
%
98.3
0.9
0.5
0.2
0.1
100
%
11.5
33.1
24.8
30.6
100
%
42.1
32.0
25.9
100
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Financial statements and notes
Remuneration Report
Further information
Remuneration report of Deutsche Börse AG
The principles governing the structure and design of the remuneration system at Deutsche Börse AG are
the same as those for Deutsche Börse Group, so reference is made to the “Remuneration report” which
will be published alongside with the annual report.
Corporate governance statement in accordance with to section 289f HGB
The corporate governance statement in accordance with section 289f HGB is the same as that for
Deutsche Börse Group. Reference is therefore made to the section “Corporate governance statement”.
Opportunities and risks facing Deutsche Börse AG
The opportunities and risks of Deutsche Börse AG and the activities and processes to manage these are
largely the same as for Deutsche Börse Group, so reference is made to the “Risk management” and the
“Report on opportunities”. As a rule, Deutsche Börse AG shares the opportunities and risks of its equity
investments and subsidiaries in accordance with its equity interest. Risks that could potentially threaten
the existence of the Eurex Clearing AG subsidiary would also have a direct influence on Deutsche Börse
AG based on a letter of comfort issued by Deutsche Börse AG. As of the reporting date, there were no
risks jeopardising the company’s existence. Further information on the letter of comfort issued to Eurex
Clearing AG is available in the section “Other financial obligations and off-balance sheet transactions” in
the notes to the annual financial statements of Deutsche Börse AG.
The description of the internal control system (ICS), required by section 289 (4) HGB, is provided in
the “Risk management” section.
Forecast for Deutsche Börse AG
The expected developments in Deutsche Börse AG’s business are largely subject to the same factors as
those influencing Deutsche Börse Group. However, Deutsche Börse AG's sales revenue is significantly
influenced by the trading-related segments Eurex and Xetra. These are mainly generated by passing on
revenue via Eurex Frankfurt AG (EFAG) and Eurex Clearing AG (ECAG) (so-called
“Betriebsführungskonstrukt”).
Against the background of new transfer pricing (TP) rules (applicable as of 1 January 2022),
comprehensive transfer pricing analysis for the Eurex business was undertaken in the second half of
2021. The analysis showed that the transfer pricing set-up used for the Eurex business can be
maintained in principle. However certain adjustments (TP adjustments) are necessary:
Increase of EFAG’s and ECAG’s cost+ plus margin for operation of the Eurex business to 13 per cent
(so far 7 per cent) and pay additional returns for product development activities and ECAG’s risk
bearing capital;
introduction of a dynamic profit split mechanism between DBAG and EGAG reflecting the Eurex
revenues derived from the Swiss and German customer base, respectively.
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Financial statements and notes
Remuneration Report
Further information
As a result of the TP adjustments EFAG and ECAG shall receive a higher remuneration for operation of
the Eurex business from financial year (FY) 2022 onwards. The remaining Eurex profits (after
compensation of EFAG and ECAG) shall be split between DBAG and EGAG at an expected distribution
key of 88/12 (instead of 85/15 applied in previous FY). This will have a negative impact on EBITDA for
the periods from 2022 onwards. Compared with the reporting year, this is expected to have a negative
effect of approximately €26 million on Deutsche Börse AG’s EBITDA in 2022.
Additional factors influencing Deutsche Börse AG’s future results of operations are income from
investments in affiliated companies and income from profit and loss transfer agreements.
Deutsche Börse AG expects sales revenue to grow to approximately €1.60 billion and EBITDA to grow to
approximately €1.25 billion in 2022.
Further disclosures on Deutsche Börse AG are provided in the “Report on expected developments”.
17. Takeover-related disclosures
Disclosures in accordance with sections 289a sentence 1 and 315a sentence 1 of the German
Commercial Code (HGB) and explanatory notes
Deutsche Börse AG makes the following disclosure in accordance with sections 289a sentence 1 and
315a sentence 1 of the German Commercial Code (HGB) as at 31 December 2021:
The share capital of Deutsche Börse AG amounted to €190.0 million on the above-mentioned reporting
date and was composed of 190 million no-par value registered shares. There are no other classes of
shares besides these ordinary shares.
The share capital has been contingently increased by up to €17.8 million by issuing up to 17.8 million
no-par value registered shares (contingent capital 2019). The contingent capital increase will only be
implemented to the extent that holders of convertible bonds or of warrants attaching to bonds with
warrants issued by the Company or by a Group company in the period until 7 May 2024 on the basis of
the authorisation granted to the Executive Board by resolution of the Annual General Meeting of 8 May
2019 on Item 8 (b) of the agenda exercise their conversion or option rights, that they meet their
conversion or option obligations, or that shares are tendered, and no other means are used to settle such
rights or obligations. More details can be found in Article 4 (7) of the Articles of Association of Deutsche
Börse AG.
The Executive Board is only aware of those restrictions on voting rights that arise from Aktiengesetz
(AktG, German Stock Corporation Act). Those shares affected by section 136 AktG are therefore
excluded from voting rights. Furthermore, shares held by Deutsche Börse AG as treasury shares are
exempted from the exercise of any rights according to section 71b AktG.
Under Wertpapierhandelsgesetz (WpHG, German Securities Trading Act), any investor whose
shareholding reaches, exceeds or falls below specified voting right thresholds as a result of purchase,
sale or any other transaction is required to notify the company and Bundesanstalt für
Finanzdienstleistungsaufsicht (BaFin, German Federal Financial Supervisory Authority). The lowest
threshold for this disclosure requirement is 3 per cent. Deutsche Börse AG is not aware of any direct or
indirect equity interests in its capital exceeding 10 per cent of the voting rights.
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Financial statements and notes
Remuneration Report
Further information
There are no shares with special provisions granting the holder control rights.
Employees holding shares in Deutsche Börse AG exercise their rights in the same way as other
shareholders in accordance with the statutory provisions and the Articles of Association.
Members of the Executive Board are appointed and dismissed in accordance with sections 84 and 85
AktG and with Article 6 of the Articles of Association of Deutsche Börse AG. Amendments to the Articles
of Association of Deutsche Börse AG are adopted by resolution of the Annual General Meeting in
accordance with section 119 (1) No. 6 AktG. Under Article 12 (4) of the Articles of Association of
Deutsche Börse AG, the Supervisory Board has the power to make changes to the Articles of Association
that relate to the wording only. In accordance with Article 18 (1) of the Articles of Association of
Deutsche Börse AG, resolutions of the Annual General Meeting are passed by a simple majority of the
votes cast, unless otherwise required by AktG. Insofar as AktG additionally prescribes a majority of the
share capital represented at the time of a resolution, a simple majority of the share capital represented is
sufficient where this is legally permissible.
Subject to the approval of the Supervisory Board, the Executive Board is authorised to increase the share
capital by up to a total of €19.0 million on one or more occasions in the period up to 18 May 2026 by
issuing new no-par value registered shares in exchange for cash and/or non-cash contributions
(authorised capital I). Shareholders must be granted pre-emptive rights. However, subject to approval by
the Supervisory Board, the Executive Board may exclude shareholders’ pre-emptive rights with respect to
fractional amounts. However, according to the authorisation, the Executive Board may only exclude
shareholders’ pre-emptive rights if the total number of shares that are issued during the term of
authorisation and that exclude shareholders’ pre-emptive rights does not exceed 10 per cent of the share
capital. Full authorisation, and particularly the conditions under which shareholders’ pre-emptive rights
can be excluded, is derived from Article 4 (3) of the Articles of Association of Deutsche Börse AG.
The Executive Board is also authorised to increase the share capital by up to a total of €19.0 million on
one or more occasions in the period up to 18 May 2025, subject to the approval of the Supervisory
Board, by issuing new no-par value registered shares against cash and/or non-cash contributions
(authorised capital II). Shareholders must be granted pre-emptive rights, which the Executive Board can
exclude in certain cases, subject to the approval of the Supervisory Board in each case. The Executive
Board is authorised to exclude shareholders’ pre-emptive rights: (1) in the case of cash capital increases,
provided that the issue price of the new shares is not significantly lower than the quoted price, and the
total number of shares issued under exclusion of shareholders’ pre-emptive rights does not exceed 10
per cent of the share capital; (2) in the case of physical capital increases in exchange for non-cash
contributions for the purpose of acquiring companies, parts of companies, interests in companies, or
other assets; or (3) with respect to fractional amounts. However, according to the authorisation, the
Executive Board may only exclude shareholders’ pre-emptive rights if the total number of shares that are
issued during the term of authorisation and that exclude shareholders’ pre-emptive rights does not
exceed 10 per cent of the share capital. The full authorisation, and particularly the conditions under
which shareholders’ pre-emptive rights can be excluded, is derived from Article 4 (4) of the Articles of
Association of Deutsche Börse AG.
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Financial statements and notes
Remuneration Report
Further information
In addition, the Executive Board is authorised to increase the share capital by up to a total of
€19.0 million on one or more occasions in the period up to 18 May 2024, subject to the approval of the
Supervisory Board, by issuing new no-par value registered shares in exchange for cash contributions
(authorised capital III). Shareholders must be granted pre-emptive rights, which the Executive Board can
exclude, subject to the approval of the Supervisory Board, only for fractional amounts. However,
according to the authorisation, the Executive Board may only exclude shareholders’ pre-emptive rights if
the total number of shares that are issued during the term of authorisation and that exclude
shareholders’ pre-emptive rights does not exceed 10 per cent of the share capital. The exact content of
this authorisation is derived from Article 4 (5) of the Articles of Association of Deutsche Börse AG.
Furthermore, the Executive Board is authorised to increase the share capital by up to a total of
€6.0 million on one or more occasions in the period up to 16 May 2022, subject to the approval of the
Supervisory Board, by issuing new no-par value registered shares against cash and/or non-cash
contributions (authorised capital IV). Shareholders must be granted pre-emptive rights unless the
Executive Board makes use of the authorisation granted to it to exclude such rights, subject to the
approval of the Supervisory Board. The Executive Board is authorised to exclude shareholders’ pre-
emptive rights for fractional amounts with the approval of the Supervisory Board. However, according to
the authorisation, the Executive Board may only exclude shareholders' pre-emptive rights if the total
number of shares issued during the term of the authorisation, excluding pre-emptive rights, does not
exceed 20 per cent of the share capital. The full authorisation is derived from Article 4 (6) of the Articles
of Association of Deutsche Börse AG.
The Executive Board is authorised to purchase treasury shares up to 10 per cent of the share capital.
However, the acquired shares, together with any treasury shares acquired for other reasons that are held
by the company or attributed to it in accordance with sections 71a et seq. AktG, may at no time exceed
10 per cent of the company’s share capital. The authorisation to acquire treasury shares is valid until 7
May 2024 and may be exercised by the company in full or in part on one or more occasions. However,
it may also be exercised by dependent companies, by companies in which Deutsche Börse AG holds a
majority interest or by third parties on its or their behalf. The Executive Board may elect to acquire the
shares (1) on the stock exchange, (2) via a public tender offer addressed to all shareholders or via a
public request for offers of sale addressed to the company’s shareholders, (3) by issuing tender rights to
shareholders or (4) using derivatives (put options, call options, forward purchases or a combination of
put options, call options and forward purchases). The full and exact wording of the authorisation to
acquire treasury shares, and particularly the permissible uses to which the shares may be put, can be
found in items 6 and 7 of the agenda for the Annual General Meeting held on 8 May 2019.
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Management report | Takeover-related disclosures
Financial statements and notes
Remuneration Report
Further information
The following material agreements of the Company are subject to a change-of-control clause following a
takeover bid:
On 28 March 2017, Deutsche Börse AG and its subsidiary Clearstream Banking S.A. entered into a
multicurrency revolving facility agreement with a banking syndicate for a working capital credit totalling
up to €750.0 million. If there is a change of control, the credit relationship between Deutsche
Börse AG and the lenders can be reviewed in negotiations within a period of no more than 60 days. In
this process, each lender has the right, at its own discretion, to terminate its credit commitment and
demand partial or full repayment of the amounts owing to it. A change of control occurs if Deutsche
Börse AG no longer directly or indirectly holds the majority of Clearstream Banking S.A. or if a
person or a group of persons acting in concert acquires more than 50 per cent of the voting shares of
Deutsche Börse AG.
Under the terms of Deutsche Börse AG’s €600.0 million fixed-rate bond issue 2020/2047 (hybrid
bond), Deutsche Börse AG has a termination right in the event of a change of control (as defined in the
terms of the bond), which, if exercised, entitles Deutsche Börse AG to redeem the bonds at par, plus
accrued interest. If Deutsche Börse AG does not exercise this termination right, the affected bonds’
coupon will increase by an additional 500 basis points per annum. A change of control occurs if a
person or a group of persons acting in concert, or third parties acting on their behalf, has or have
acquired more than 50 per cent of the shares of Deutsche Börse AG or the number of Deutsche Börse
AG shares required to exercise more than 50 per cent of the voting rights at Annual General Meetings
of Deutsche Börse AG. In addition, the relevant bond terms require that the change of control must
adversely affect the long-term rating given to Deutsche Börse AG by Moody’s Investors Services, Inc.,
S&P Global Ratings or Fitch Ratings Limited. Further details can be found in the applicable bond
terms.
According to the terms of Deutsche Börse AG’s €600.0 million fixed-rate bond issue 2012/2022, the
terms of Deutsche Börse AG’s €500.0 million fixed-rate bond issue 2015/2025, the terms of Deutsche
Börse AG’s €600.0 million fixed-rate bond issue 2018/2028, the terms of Deutsche Börse AG’s
€500.0 million fixed-rate bond issue 2021/2026, and the terms of Deutsche Börse AG’s
€500.0 million fixed-rate bond issue 2021/2031, the holders of the respective bonds have a
termination right in the event of a change of control (as defined in the terms of the respective bond). If
these termination rights are exercised, the bonds are repayable at par plus any accrued interest. A
change of control occurs if a person or a group of persons acting in concert, or third parties acting on
their behalf, has or have acquired more than 50 per cent of the shares of Deutsche Börse AG or the
number of Deutsche Börse AG shares required to exercise more than 50 per cent of the voting rights at
Annual General Meetings of Deutsche Börse AG. In addition, the respective bond terms require that the
change of control must adversely affect the rating given to one of the preferential unsecured debt
instruments of Deutsche Börse AG by Moody’s Investors Services, Inc., S&P Global Ratings or Fitch
Ratings Limited. Further details can be found in the applicable bond terms.
147
128
Consolidated financial
statements/notes
148
Consolidated financial statements
149
Consolidated income statement
150
Consolidated statement of comprehensive income
151
Consolidated balance sheet
153
Consolidated cash flow statement
155
Consolidated statement of changes in equity
156
Notes to the consolidated financial statements
169
Consolidated income statement disclosures
187
Consolidated Balance sheet disclosures
240
Other disclosures
267
Responsibility statement by the Executive Board
268
Independent Auditor’s Report
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Consolidated income statement
Remuneration Report
Further information
Consolidated income statement
for the period 1 January to 31 December 2021
Sales revenue
Treasury result from banking and similar business
Other operating income
Total revenue
Volume-related costs
Net revenue (total revenue less volume-related costs)
Staff costs
Other operating expenses
Operating costs
Result from financial investments
Result of the equity method measurement of associates
Other result
Note
4
4
4
4
5
6
7
2021
€m
2020
€m
4,218.8
3,519.3
142.7
85.1
196.6
40.5
4,446.6
3,756.4
– 937.1
3,509.5
– 1,002.1
– 549.5
– 542.6
3,213.8
– 822.9
– 545.8
– 1,551.6
– 1,368.7
85.2
38.6
46.6
24.3
21.5
2.8
Earnings before interest, tax, depreciation, and amortisation (EBITDA)
2,043.1
1,869.4
Depreciation, amortisation and impairment losses
Earnings before interest and tax (EBIT)
Financial income
Financial expense
Earnings before tax (EBT)
Tax expense
Net profit for the period
thereof attributable to Deutsche Börse AG shareholders
thereof attributable to non-controlling interests
Earnings per share (basic) (€)
Earnings per share (diluted) (€)
10
8
8
9
22
22
– 293.7
1,749.4
32.9
– 73.0
1,709.3
– 444.4
1,264.9
1,209.7
55.2
6.59
6.58
– 264.3
1,605.1
26.0
– 102.9
1,528.2
– 403.1
1,125.1
1,079.9
45.2
5.89
5.89
129
149
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Consolidated statement of comprehensive income
Remuneration Report
Further information
Consolidated statement of comprehensive
income
for the period 1 January to 31 December 2021
Net profit for the period reported in consolidated income statement
Items that will not be reclassified to profit or loss:
Changes from defined benefit obligations
Equity investments measured at fair value through OCI
Other
Deferred taxes
Note
2021
€m
2020
€m
1,264.9
1,125.1
61.0
52.2
– 4.8
– 29.1
79.3
– 25.2
25.7
– 0.4
– 0.4
– 0.3
15
Items that may be reclassified subsequently to profit or loss:
Exchange rate differences
15
269.0
– 106.2
Other comprehensive income from investments using the equity method
Remeasurement of cash flow hedges
Deferred taxes
Other comprehensive income after tax
Total comprehensive income
thereof attributable to Deutsche Börse AG shareholders
thereof attributable to non-controlling interests
15
– 0.3
52.7
– 3.4
318.0
397.3
1,662.2
1,570.3
91.9
– 0.4
– 40.3
0.1
– 146.8
– 147.1
978.0
950.4
27.6
130
150
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Consolidated balance sheet
Remuneration Report
Further information
Consolidated balance sheet
as at 31 December 2021
Assets
NON-CURRENT ASSETS
Intangible assets
Software
Goodwill
Payments on account and assets under development
Other intangible assets
Property, plant and equipment
Land and buildings
Fixtures and fittings
Computer hardware, operating and office equipment
Payments on account and construction in progress
Financial assets
Equity investments measured at FVOCI
Strategic investments
Debt instruments
Debt financial assets measured at amortised cost
Financial assets at FVPL
Financial instruments held by central counterparties
Other financial debt assets at FVPL
Investment in associates
Other non-current assets
Deferred tax assets
CURRENT ASSETS
Debt financial assets measured at FVOCI
Debt financial assets measured at amortised cost
Trade receivables
Other financial assets at amortised cost
Restricted bank balances
Other cash and bank balances
Financial assets at FVPL
Financial instruments held by central counterparties
Other financial assets at FVPL
Income tax assets
Other current assets
Assets held for sale
Total assets
Note
31 Dec 2021
€m
31 Dec 2020
€m
20,462.4
14,570.51
10
11
8,162.9
553.2
5,596.0
100.1
1,913.6
593.7
438.0
57.0
90.1
8.5
5,723.2
383.8
3,957.6
126.3
1,255.4
530.4
369.2
52.4
101.7
7.0
12
11,460.4
8,059.8
224.3
2.8
1,634.7
9,442.4
156.2
88.9
16.8
139.8
107.0
4.4
997.5
6,908.51
42.4
89.5
6.0
161.7
202,457.0
138,107.41
1.5
0.5
969.4
15,799.6
78,542.0
1,029.6
616.6
16,225.1
38,420.1
1,467.3
103,195.7
80,704.51
116.0
115.5
2,675.6
11.9
15.8
109.5
548.1
0
222,919.3
152,677.91
9
12
12
12
9
14
2
1) Due to a correction of the previous year's figures, non-current assets decreased by €26.2 million and current assets by €63.6 million. Current and non-current
liabilities decreased correspondingly.
131
151
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Consolidated balance sheet
Remuneration Report
Further information
Equity and liabilities
EQUITY
Subscribed capital
Share premium
Treasury shares
Revaluation surplus
Retained earnings
Shareholders’ equity
Non-controlling interests
Total equity
NON-CURRENT LIABILITIES
Provisions for pensions and other employee benefits
Other non-current provisions
Financial liabilities measured at amortised cost
Financial liabilities at FVPL
Financial instruments held by central counterparties
Other financial liabilities at FVPL
Other non-current liabilities
Deferred tax liabilities
CURRENT LIABILITIES
Income tax liabilities
Other current provisions
Financial liabilities at amortised cost
Trade payables
Other financial liabilities at amortised cost
Cash deposits by market participants
Financial liabilities at FVPL
Financial instruments held by central counterparties
Other financial liabilities at FVPL
Other current liabilities
Liabilities held for sale
Total liabilities
Total equity and liabilities
Note
31 Dec 2021
€m
31 Dec 2020
€m
15
190.0
1,359.6
– 458.2
– 61.7
6,163.8
190.0
1,352.4
– 465.2
– 196.3
5,287.4
7,193.6
6,168.3
548.8
387.8
7,742.4
6,556.1
13,623.0
11,005.21
149.0
127.2
222.4
168.0
3,539.9
3,474.4
9,442.4
6,908.51
8.4
17.5
338.5
1.5
13.9
216.7
201,554.0
135,116.61
244.6
335.3
267.1
313.7
704.4
388.6
15,914.3
14,630.0
78,292.5
38,188.8
103,267.7
80,609.51
4.7
2,788.6
1.9
174.1
544.7
0
215,177.0
146,121.81
222,919.3
152,677.91
17, 18
18, 19
12
12
20
9
19
12
12
20
2
1) Due to a correction of the previous year's figures, non-current assets decreased by € 26.2 million and current assets by € 63.6 million. Current and non-current
liabilities decreased correspondingly.
132
152
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Consolidated cash flow statement
Remuneration Report
Further information
Consolidated cash flow statement
for the period 1 January to 31 December 2021
Net profit for the period
Depreciation, amortisation and impairment losses
(Decrease)/increase in non-current provisions
Deferred tax income
Cash flows from derivatives
Other non-cash income
Changes in working capital, net of non-cash items:
Decrease/(increase) in receivables and other assets
Increase/(decrease) in current liabilities
Increase in non-current liabilities
Net loss on disposal of non-current assets
Cash flows from operating activities excluding CCP positions
Changes in liabilities from CCP positions
Changes in receivables from CCP positions
Cash flows from operating activities
Payments to acquire intangible assets
Payments to acquire property, plant and equipment
Payments to acquire non-current financial instruments
Payments to acquire investments in associates
Payments to acquire subsidiaries, net of cash acquired
Effects of the disposal of (shares in) subsidiaries, net of cash disposed
(Net increase)/net decrease in current receivables and securities from banking
business with an original term greater than three months
Net increase/(net decrease) in current liabilities from banking business with an
original term greater than three months
Proceeds from disposals of non-current financial instruments
Proceeds from disposals of intangible assets
Cash flows from investing activities
Proceeds from sale of treasury shares
Payments to non-controlling interests
Proceeds from long-term financing
Repayment of long-term financing
Repayment of short-term financing
Proceeds from short-term financing
Finance lease payments
Dividends paid
Cash flows from financing activities
Note
10, 11
9
21
2021
€m
2020
€m
1,264.9
1,125.1
293.7
– 53.1
– 0.1
– 6.4
– 163.6
– 154.4
– 358.2
206.6
– 2.8
0.3
1,181.4
– 2,552.8
2,280.3
908.9
– 168.6
– 37.8
– 1,359.3
– 12.0
– 1,843.0
0
264.3
– 61.8
– 11.9
0
143.6
82.8
– 78.6
163.5
– 2.1
– 19.0
1,523.0
– 832.8
721.8
1,412.0
– 134.3
– 61.2
– 601.2
– 26.4
– 448.5
20.2
506.0
– 341.5
229.3
516.5
0.9
177.4
625.3
2.5
21
– 2,168.0
– 787.7
8.7
– 40.9
999.1
9.1
– 26.6
945.5
– 356.0
– 602.9
– 1,900.0
2,701.0
– 62.6
– 550.6
798.7
0
0
– 47.4
– 531.9
– 254.2
16
21
Net change in cash and cash equivalents
– 460.5
370.0
133
153
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Consolidated cash flow statement
Remuneration Report
Further information
Notes
Net change in cash and cash equivalents (brought forward)
Effect of exchange rate differences
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period
21
Interest-similar income received
Dividends received
Interest paid
Income tax paid
2021
€m
– 460.5
– 6.3
2,506.7
2,040.0
441.2
10.2
– 340.9
– 470.7
2020
€m
370.0
– 8.9
2,145.5
2,506.7
526.1
5.4
– 352.4
– 381.8
134
154
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Consolidated statement of changes in equity
Remuneration Report
Further information
Consolidated statement of changes in equity
for the period 1 January to 31 December 2021
Attributable to Deutsche Börse AG shareholders
Subs-
cribed
capital
Share
premium
Treasury
shares
Revalua-
tion
surplus
Retained
earnings
Share-
holders'
equity
Non-
control-
ling
interests
€m
€m
€m
€m
€m
€m
€m
Total
equity
€m
Balance as at 1 January 2020
190.0
1,344.7
– 471.8
– 155.81 4,828.21
5,735.3
375.3 6,110.6
Net profit for the period
Other comprehensive income
after tax
Total comprehensive income
Other adjustments
Sales under the Group Share
Plan
Changes from business
combinations
Dividends paid
Transactions with shareholders
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
7.7
6.6
–
–
–
–
7.7
6.6
–
1,079.9
1,079.9
45.2 1,125.1
– 40.5
– 89.0
– 129.5
– 17.6 – 147.2
– 40.5
990.9
950.4
27.6
978.0
–
–
–
–
–
0.2
0.2
– 0.2
0.0
–
14.3
–
14.3
–
–
11.7
11.7
– 531.9
– 531.9
– 26.6 – 558.5
– 531.7
– 517.4
– 15.1 – 532.5
Balance as at 31 December 2020
190.0
1,352.4
– 465.2
– 196.31 5,287.41
6,168.3
387.8 6,556.1
Balance as at 1 January 2021
190.0
1,352.4
– 465.2
– 196.31 5,287.41
6,168.3
387.8 6,556.1
Profit for the period
Other comprehensive income
Total comprehensive income
Other adjustments
Sales under the Group Share
Plan
Increase in share-based
payments
Changes due to capital
increases/decreases
Changes from business
combinations
Dividends paid
Transactions with shareholders
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
–
7.2
7.0
–
–
–
–
–
–
–
–
–
1,209.7
1,209.7
55.2 1,264.9
133.3
227.3
360.6
36.7
397.3
133.3
1,437.0
1,570.3
91.9 1,662.2
–
–
1.3
–
–
–
1.2
1.2
0.1
1.2
–
14.2
–
14.2
–
–
1.3
–
1.3
–
0.4
0.4
– 11.1
– 11.1
98.9
87.8
– 550.6
– 550.6
– 30.3 – 580.9
7.2
7.0
1.3
– 560.6
– 545.0
69.1 – 476.0
Balance as at 31 December 2021
190.0
1,359.6
– 458.2
– 61.7
6,163.8
7,193.6
548.8 7,742.4
1) Adjustment of revaluation reserve and retained earnings see Note 15.
135
155
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes to the consolidated financial statements
Remuneration Report
Further information
Notes to the consolidated financial statements
Basis of preparation
1. General principles
Company information
Deutsche Börse AG is the parent company of Deutsche Börse Group. Deutsche Börse AG (the
“company”) has its registered office in Frankfurt/Main, Germany, and is registered in the commercial
register B of the Frankfurt/Main Local Court (Amtsgericht Frankfurt am Main) under HRB 32232.
Deutsche Börse AG and its subsidiaries operate cash and derivatives markets. Its business areas range
from pre-IPO and growth financing services, the admission of securities to listing, through trading,
clearing and settlement, down to custody of securities. Furthermore, IT services are provided and market
information distributed. Moreover, Deutsche Börse AG has a stock exchange licence and certain
subsidiaries of Deutsche Börse AG have a banking licence and offer banking services to customers.
Eurex Clearing AG is a central counterparty, a bank and its role is to mitigate performance risks for
buyers and sellers. For details regarding internal organisation and reporting, see Fundamental
information about the Group in the combined management report.
Basis of reporting
The 2021 consolidated financial statements have been prepared in compliance with the International
Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB)
and the related interpretations issued by the International Financial Reporting Interpretations Committee
(IFRIC), as adopted by the European Union in accordance with Regulation No. 1606/2002 of the
European Parliament and of the Council on the application of international accounting standards.
The disclosures required in accordance with Handelsgesetzbuch (HGB, German Commercial Code)
section 315e (1) have been presented in the notes to the consolidated financial statements.
The consolidated income statement is structured using the nature of expense method.
Deutsche Börse AG’s consolidated financial statements have been prepared in euros, the functional
currency of Deutsche Börse AG. Unless stated otherwise, all amounts are shown in millions of euros
(€m). Due to rounding, actual amounts may differ from unrounded or disclosed figures.
Information about capital management, which is also part of these consolidated financial statements, is
included in the chapter Regulatory capital requirements and regulatory capital ratios in section Risk
management in the combined management report.
136
156
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes to the consolidated financial statements
Remuneration Report
Further information
All accounting policies, estimates, measurement uncertainties, and discretionary judgements referring to
a specific subject matter are described in the corresponding note. Such disclosures are focused on
applicable accounting options under IFRSs. Deutsche Börse Group does not present the underlying
published IFRS guidelines, unless this is considered crucial to enhance transparency. The annual
financial statements of subsidiaries included in the consolidated financial statements have been
prepared on the basis of the Group-wide accounting policies based on IFRS that are described in the
following. They were applied consistently to the periods shown.
Assets and liabilities, items in the consolidated statement of comprehensive income, and disclosure
requirements are listed separately if they are material. We define as material a proportion of around 10
per cent of the relevant total.
New accounting standards – implemented in the year under review
All the mandatory standards and interpretations endorsed by the European Commission
were applied by us in the reporting year 2021. They were not applied earlier than required.
Standard/amendment/interpretation
IFRS 4
Amendments to IFRS 4: Insurance Contracts
Application date
1 Jan 2021
IFRS 9, IAS 39, IFRS 7 and
others
IBOR Reform 2: Amendment of IFRS 9, IAS 39, IFRS 7 and other
standards
1 Jan 2021
Effects on
Deutsche Börse
Group
none
none
IFRS 16
Amendments due to COVID-19-related lease concessions beyond
30 June 2021
1 Apr 2021
None
New accounting standards – not yet implemented
The IASB issued the following new or amended standards and interpretations, which were not applied in
the consolidated financial statements, because endorsement by the EU was still pending or the
application was not mandatory. The new or amended standards and interpretations must be applied for
financial years beginning on or after the effective date. Even though early application may be permitted
for some standards, Deutsche Börse Group does usually not use any early application options.
137
157
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes to the consolidated financial statements
Remuneration Report
Further information
Standard/amendment/interpretation
IAS 1
IAS 1
IFRS 3
IAS 8
IAS 12
IAS 16
Amendments in classifcation of liabilities as current or non-current
1 Jan 2023
Amendment to IAS 1 and IFRS Guidance Document 2 on Materiality
1 Jan 2023
Application date
Effects on
Deutsche Börse
Group
See notes under
this table
See notes under
this table
Amendments to IFRS 3 relating to a reference in the Conceptual
Framework
Amendments relating to accounting estimates
Amendments in relation to deferred taxes that relate to assets and
liabilities arising from a single transaction
Amendments to IAS 16: Clarifications
1 Jan 2022
1 Jan 2023
None
None
1 Jan 2023
1 Jan 2022
See notes under
this table
None
1 Jan 2023
See notes under
this table
IFRS 17
Insurance Contracts
IFRS 17, IFRS 9
First-time Adoption of IFRS 17 and IFRS 9 – Comparative Information
1 Jan 2023
None
IAS 37
Amendments to IAS 37 include the definition of what costs an entity
includes when assessing whether a contract will be loss-making
1 Jan 2022
None
Annual Improvement Cycle
2018–2020
The annual improvements resulted in amendments to IFRS 1, IFRS 9,
IAS 41 and IFRS 16
1 Jan 2022
None
Amendment to IAS 1 “Classification of liabilities as current or non-current”
The amendments only relate to the presentation of liabilities in the statement of financial position – not
the amount or the timing of recognition of assets, liabilities, income and expenses or disclosure made by
entities about these items. The amendments clarify that liabilities must be classified as current or non-
current on the basis of the rights that are in existence at the reporting date. We are currently analysing
the potential impact of the amendments on the presentation of the consolidated financial statements.
The amendment to IAS 1 and IFRS guidance document 2 on materiality
The amendment to IAS 1 supplements guidelines for determining disclosures on accounting methods in
an entity’s financial statements and explains how an entity can identify material accounting policies. We
are currently analysing potential additions to the disclosures in the notes.
The amendments to deferred tax related to assets and liabilities arising from a single transaction
The amendment to IAS 12 clarifies that the exemption from recognising deferred taxes on the initial
recognition of an asset or liability outside a business combination does not apply to transactions in
which equal amounts of deductible and taxable temporary differences arise on initial recognition. This
amendment generally matches our approach. Potential effects on the financial performance and financial
position of the Group are being analysed, however.
138
158
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes to the consolidated financial statements
Remuneration Report
Further information
IFRS 17 “Insurance Contracts”
IFRS 17 establishes the principles for the recognition, measurement, presentation and disclosure of
insurance contracts. The objective of IFRS 17 is to ensure that an entity provides information to
consistently represent insurance contracts. According to the standard, insurance liabilities shall be
measured at the current fulfilment cash flows instead of historical costs. Furthermore, the objective is to
form a uniform basis regarding the recognition, measurement and presentation of insurance contracts,
including the notes. The effective date was deferred. The standard is now applicable in the EU for
financial years beginning on or after 1 January 2023. The standard was endorsed by the EU on 23
November 2021. On the basis of our analysis we are not expecting any effect on the financial position
and financial performance
2. Consolidation principles
Intra-Group assets and liabilities are eliminated. Income arising from intra-Group transactions is netted
against the corresponding expenses. Intercompany profits or losses arising from deliveries of intra-Group
goods and services, as well as dividends distributed within the Group are eliminated. Deferred taxes for
consolidation adjustments are recognised where these are expected to reverse in subsequent years.
Interests in equity attributable to non-controlling shareholders are presented under “non-controlling
interests” within equity. Where these are classified as “puttable instruments”, they are reported under
“liabilities” at cost.
Currency translation
Transactions denominated in a currency other than a company’s functional currency are translated into
the functional currency at the spot exchange rate applicable at the transaction date. Monetary balance
sheet items in foreign currencies are measured at the exchange rate on the reporting date. Non-
monetary balance sheet items recognised at historical cost are measured at the exchange rate on the
transaction date. By contrast, non-monetary balance sheet items measured at fair value are translated at
the exchange rate prevailing at the valuation date. Exchange rate differences for monetary balance sheet
items are recognised either as other operating income or expenses or as the treasury result from banking
and similar business or as net income from financial investments in the period in which they arise,
unless the underlying transactions are hedged. In the case of equity instruments designated at FVOCI,
the exchange rate differences are recognised in other comprehensive income. Exchange rate differences
for non-monetary balance sheet items at fair value are recognised in other comprehensive income. Gains
and losses from a monetary item that forms part of a net investment in a foreign operation are
recognised directly in “retained earnings”.
139
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes to the consolidated financial statements
Remuneration Report
Further information
Balance sheet items of entities whose functional currency is not the euro are translated into the reporting
currency as follows: assets and liabilities are translated into euro at the spot rate and equity items at
historical rates. Resulting exchange differences are recognised directly in “retained earnings”. When the
relevant subsidiary is sold, these exchange rate differences are recognised in the net profit for the period
in which the deconsolidation gain or loss is realised.
The following euro exchange rates of consequence to Deutsche Börse Group were applied:
Exchange rates
Swiss franc
US dollars
Czech koruna
Singapore dollar
British pound
Average rate
2021
Average rate
2020
Closing price as
at 31 Dec 2021
Closing price as
at 31 Dec 2020
CHF (Fr.)
USD (US$)
CZK (Kč)
SGD (S$)
GBP (£)
1.0800
1.1821
1.0713
1.1477
1.0337
1.1317
1.0832
1.2299
25.6569
26.5249
24.8605
26.2698
1.5871
0.8589
1.5791
0.8908
1.5277
0.8371
1.6254
0.8999
Any goodwill arising on the acquisition of a foreign operation and any fair value adjustments to the
carrying amounts of assets and liabilities arising from initial consolidation are reported in the functional
currency of the foreign operation and translated at the closing rate.
Net investments in a foreign operation
Translation differences from a monetary item that is part of a net investment of Deutsche Börse Group in
a foreign operation are initially recognised in other comprehensive income and reclassified to profit or
loss when the net investment is sold.
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Further information
Subsidiaries and business combinations
Deutsche Börse AG and all subsidiaries directly or indirectly controlled by Deutsche Börse AG are
included in the consolidated financial statements. Deutsche Börse AG controls a company if it is exposed
to variable returns resulting from its involvement with the company in question or has rights to such
returns and is able to influence them by using its power over the company.
Initial consolidation of subsidiaries in the course of business combinations uses the purchase method.
The acquiree’s identifiable assets, liabilities and contingent liabilities are recognised at their acquisition
date fair values. Any excess of cost over the acquirer’s interest in the fair value of the subsidiary’s net
identifiable assets is recognised as goodwill. Goodwill is reported in subsequent periods at cost less
accumulated impairment losses. Non-controlling interests are measured at their relevant interest of the
acquiree’s net identifiable assets at acquisition date.
Deutsche Börse AG’s equity interests in subsidiaries and associates included in the consolidated
financial statements as at 31 December 2021 are presented in the list of shareholdings in note 34.
Essential acquisitions
Acquisition of Institutional Shareholder Services Inc., Rockville, USA (ISS)
In the first quarter 2021, Deutsche Börse AG completed the acquisition of 81.2 per cent of the shares in
ISS for a price of €1,653.3 million (USD 1,978.9 million), thereby assuming control. The business
operations of ISS and the Group are a perfect fit. Together the two companies will meet the steadily
growing demand for detailed data, research solutions and analysis of non-financial information,
particularly relating to ESG criteria. ISS is included in the segment reporting as a separate operating
segment as of the closing date of the transaction on 25 February 2021.
Initial recognition of ISS, a provider of governance solutions, ESG data and analytics, in the consolidated
financial statements took place using the purchase method. Significant synergies are expected from the
transaction, particularly revenue synergies, which is reflected in the goodwill resulting from the
transaction.
The identifiable assets and liabilities of ISS are recognised at fair value on the acquisition date. Any
excess of cost over the acquirer’s interest in the fair value of the subsidiary’s net identifiable assets is
recognised as goodwill. Goodwill is reported in subsequent periods at cost less accumulated impairment
losses.
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Further information
The preliminary purchase price allocation as at the acquisition date was as follows:
Goodwill resulting from the business combination with Institutional Shareholder Services Inc., Rockville,
USA (ISS)
Consideration transferred
Purchase price in cash
Settlement of option programmes
Payment to escrow account1
Transaction costs for seller2
Debt repayment
Contingent purchase price components at fair value
Sponsor call right3
Cash flow hedge4
Total consideration
Acquired assets and liabilities
Customer relationships
Trade names
Software
Software in development
Property, plant and equipment
Other non-current assets
Deferred tax assets
Other current assets
Trade receivables
Acquired bank balances
Deferred tax liabilities
Other non-current liabilities
Contract liabilities
Other current liabilities
Non-controlling interests5
Total assets and liabilities acquired
Goodwill (not tax-deductible)
Preliminary
goodwill
calculation
25 Feb 2021
€m
903.4
66.8
22.9
25.9
584.5
26.5
– 8.7
32.0
1,653.3
476.9
107.6
30.2
2.2
89.9
5.4
1.6
9.1
35.5
200.1
– 83.3
– 69.5
– 103.8
– 226.4
– 67.0
408.5
1,244.8
1) Purchase price payments to an escrow account until final settlement
2) Original costs of seller
3) A call right was purchased for €8.7 million that is recognised as a financial instrument in accordance with IFRS 9 rather than in accordance with IFRS 3.
4) Reclassification of effective portion of cash flow hedge for the purchase price to acquisition cost of the investment
5) The non-controlling interests are calculated on the basis of the acquired net assets, excluding goodwill.
The full consolidation of ISS resulted in an increase in net revenues of €222.4 million as well as in an
increase in profit after tax of €15.7 million. If the company had been fully consolidated as at 1 January
2021, this would have resulted in an increase in net revenues of €257.7 million as well as in an
increase in profit after tax of €18.0 million.
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Further information
The contingent purchase price component is based on an increase in company value within the first
three years and the resulting obligation has no upper limit. It is classified as a financial liability in
accordance with IFRS 9.
Goodwill amounts to €1,340.1 million as at 31 December 2021. The change compared to the
acquisition date results from exchange rate differences amounting to €95.3 million.
The purchase price allocation was based on a preliminary basis, as it was not yet possible to make a
final determination, particularly with regards to taxes.
Acquisition of the 2nd tranche of Clearstream Fund Centre AG, Zurich, Switzerland (CFC)
On 1 June 2021 Deutsche Börse AG completed the acquisition of the remaining 48.8 per cent of the
CHF shares in CFC (formerly Fondcenter AG) from UBS Group (UBS) for a purchase price of CHF 390
million (€356 million). A further 51.2 per cent of the shares in CFC were sold within the Group by
Clearstream Holding AG to Deutsche Börse AG, making it the sole owner of the Zurich-based fund
distribution platform. Deutsche Börse Group acquired the first 51.2 per cent of CFC from UBS in
September 2020. The transaction included the right to buy the remaining shares at a later date.
Deutsche Börse Group had recognised the related financial liability before acquiring the 2nd tranche,
accounting for it at the expected settlement amount using the effective interest method (in the category
“financial liabilities measured at amortised cost”). No non-controlling interests were recognised, in
accordance with the anticipated acquisition method. The remeasurement of the financial liability on the
basis of the agreed purchase price resulted in income of €39.9 million, which is shown in the item
“Other operating income”.
Acquisition of Crypto Finance AG., Zurich, Switzerland
Deutsche Börse AG completed the acquisition of 57.5 per cent of the shares in Crypto Finance AG for a
price of €77.3 million (CHF 87.4 million) on 15 December 2021, thereby assuming control. In the
course of a capital increase against cash, Deutsche Börse AG increased its capital share to 67.5
per cent. The business operations of Crypto Finance and the Group are a perfect fit. With this acquisition
Deutsche Börse has a direct entry point for investments in digital assets, including post-trading and
custody services. Crypto Finance was allocated to the Xetra segment (cash market) when the transaction
was concluded.
Crypto Finance, a FINMA-regulated provider of trading, custody and investment services for digital
assets, was included in the consolidated financial statements for the first time using the purchase
method. Significant synergies are expected from the transaction, particularly revenue synergies, which is
reflected in the goodwill resulting from the transaction.
The identifiable assets and liabilities of Crypto Financ are recognised at fair value on the acquisition
date. Any excess of cost over the acquirer’s interest in the fair value of the subsidiary’s net identifiable
assets is recognised as goodwill. Goodwill is reported in subsequent periods at cost less accumulated
impairment losses.
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Further information
The preliminary purchase price allocation as at the acquisition date was as follows:
Goodwill resulting from the business combination with Crypto Finance AG, Zurich,
Switzerland (Crypto Finance)
Consideration transferred
Purchase price in cash
Call option1
Cash flow hedge2
Total consideration
Acquired assets and liabilities
Customer relationships
Tradename
Software
Property, plant and equipment
Deferred tax assets
Acquired bank balances
Current assets
Non-current liabilities
Current liabilities
Deferred tax liabilities on temporary differences
Non-controlling interests3
Total assets and liabilities acquired
Goodwill (not tax-deductible)
Preliminary
goodwill
calculation
15 Dec 2021
€m
89.4
– 5.7
– 6.5
77.3
16.0
3.6
4.4
0.2
0.9
23.5
19.0
– 2.2
– 14.5
– 3.0
– 20.8
27.1
0
50.2
1) A call option in the amount of €5.7 million was acquired, which is accounted outside the scope of IFRS 3 as a financial instrument under IFRS 9.
2) Reclassification of the effective portion of the cash flow hedge of the purchase price to the cost of the investment
3) Non-controlling interests are calculated on the basis of the acquired net assets excluding goodwill.
The full consolidation of Crypto Finance resulted in an increase in net revenues of €1.6 million as well
as in an increase in profit after tax of €0.1 million. If the company had been fully consolidated as at 1
January 2021, this would have resulted in an increase in net revenues of €18.3 million as well as in an
increase of profit after tax of €2.2 million.
The purchase price allocation was based on a preliminary basis, as it was not yet possible to make a
final determination, particularly with regards to taxes and the valuation of intangible assets.
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Acquisition of Discovery Data Holdings Inc., New Jersey, USA (Discovery Data)
On 9 December 2021, Institutional Shareholder Services Inc. completed the acquisition of 100 per cent
of the shares in Discovery Data Holdings, Inc. for a price of €201.4 million (USD 228.0 million),
thereby assuming control. The business operations of Discovery Data and the Group are a perfect fit.
Together the two companies will serve the growing demand for detailed data, research solutions and
analytics. Discovery Data was allocated to the ISS segment when the transaction was concluded.
Discovery Data, a global provider of data solutions and analytics, was included in the consolidated
financial statements using the purchase method. Significant synergies are expected from the transaction,
particularly revenue synergies, which is reflected in the goodwill resulting from the transaction.
The identifiable assets and liabilities of Discovery Data are recognised at fair value on the acquisition
date. Any excess of cost over the acquirer’s interest in the fair value of the subsidiary’s net identifiable
assets is recognised as goodwill. Goodwill is reported in subsequent periods at cost less accumulated
impairment losses.
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Further information
The preliminary purchase price allocation as at the acquisition date was as follows:
Goodwill resulting from the business combination with Discovery Data Holdings Inc.,
New Jersey, USA (Discovery Data)
Consideration transferred
Purchase price in cash
Total consideration
Acquired assets and liabilities
Customer relationships
Trade names
Database
Software
Property, plant and equipment
Other non-current assets
Acquired bank balances
Other current assets (without cash)
Deferred tax liabilities
Other non-current and current liabilities
Contract liabilities
Other current liabilities
Total assets and liabilities acquired
Goodwill (not tax-deductible)
Preliminary
goodwill
calculation
9 Dec 2021
€m
201.4
201.4
33.4
2.8
36.0
8.7
0.6
0.1
18.0
3.7
– 14.4
– 0.4
– 9.4
– 18.1
61.2
140.2
The consolidation of Discovery Data resulted in an increase in net revenues of €1.3 million as well as in
a decrease in profit after tax of €– 0.3 million. If the company had been consolidated as at 1 January
2021, this would have resulted in an increase in net revenues of €18.6 million as well as in an
decrease of profit after tax of €– 5.9 million.
The purchase price allocation was based on a preliminary basis, as it was not yet possible to make a
final determination, particularly with regards to taxes and the valuation of intangible assets.
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Disposals
Disposal Régis-T.R. S.A., Luxembourg, Luxembourg (REGIS-TR)
At the beginning of September 2021, Clearstream International S.A. signed a binding agreement on the
sale of REGIS-TR S.A., Luxembourg, Luxembourg, and Clearstream Holding AG on the sale of REGIS-TR
UK Ltd, London, United Kingdom, to the SIX Group. Both entities, assigned to the Clearstream segment,
were therefore classified as disposal groups as of the same date. We expect the transaction to be closed
in the first quarter of 2022.
The assets and liabilities of the disposal group are held at their carrying amount, which is lower than
their fair value less costs to sell, and shown separately in the statement of financial position
under the items “Assets held for sale” and “Liabilities held for sale”.
No impairment losses were recognised since the agreed sales price is higher than the carrying amount of
the disposal group. From the date of reclassification, intangible assets and property, plant and
equipment are no longer depreciated or amortised.
Assets and liabilities held for sale
Intangible assets
Property, plant and equipment
Other non-current assets
Assets held for sale (total)
Provisions for pensions and other employee benefits
Financial liabilities
Deferred tax liabilities
Liabilities held for sale (total)
Associates
31.12.2021
€m
11.7
0.2
0.0
11.9
0.3
0.1
1.4
1.9
Investments in associates and joint ventures are measured at cost on initial recognition and accounted
for using the equity method upon subsequent measurement. Where Deutsche Börse Group’s share of the
voting rights in a company amounts to less than 20 per cent, our significant influence is exercised
through the Group’s representation on the supervisory board or the board of directors.
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Further information
3. Adjustments
Segment reporting
We modified our segment reporting in the first quarter of 2021, adding the segment Institutional
Shareholder Services (ISS). The business operations of ISS are now reported in the new segment ISS.
The separate reporting corresponds to the internal management and reporting structure and increases
transparency as well as value of information for users of the financial statements.
Internally developed software
Deutsche Börse AG reviewed its amortisation period for internally developed software in the first quarter.
The useful lives applied the previous year were five years for internally developed software releases and
seven years for newly developed systems.
The review showed that the fundamental useful life for internally developed software releases is seven
years and for newly developed systems ten years. We therefore decided to bring the amortisation period
into line with the useful life of the assets. The change took place as of 1 January 2021. Amortisation in
2021 would have been €74.7 million instead of €42.1 million if the useful lives had not been modified.
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Notes on the consolidated income statement
4. Net revenue
Recognition of income and expenses
Overall, Deutsche Börse Group’s net revenue comprised the following items:
Revenue,
result of treasury activities in banking and similar business,
other operating income and
volume-related costs.
Revenue recognition
This section comprises details on revenue from contracts with customers. They particularly include
performance obligations and methods of revenue recognition. Revenue is measured on the basis of the
consideration agreed in a customer contract. The Group recognises revenue when it transfers control
over goods or services to the customer. For information on contract assets and liabilities see Note 13.
Revenue is recognised in Deutsche Börse Group’s segments as follows:
Eurex (financial derivatives)
Revenue in the derivatives business (mainly equity, interest rate and share index derivatives) is
generated primarily from fees that are charged for transactions with regard to the matching/registration,
administration and regulation of order book and off-book transactions on Eurex Germany. Fees, as well
as any reductions are specified in price lists and circulars. Rebates depend mainly on monthly volumes
or the monthly fulfilment of liquidity provisioning obligations in certain products or product groups.
Administration fees of financial derivatives are recognised over time as the service is provided until the
transaction has been closed, terminated or has matured. Revenue for transactions in listed derivatives is
recognised as soon as contracts are matched/registered and there is no unfulfilled obligation towards the
customer. Receivables are recognised when the promised service is provided at a specific point in time
or monthly based on the utilisation in the respective month and the claim to the consideration solely
depends on the course of time. Transaction fees are invoiced on a monthly basis and are payable when
invoiced. Since discounts are generally granted on a monthly basis, the recognition of a contractual
liability is not necessary. Payments are generally debited directly from the clearing member immediately
after invoicing.
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Revenue is also generated with clearing and settlement services for over-the-counter (OTC) transactions.
This mainly comes in the form of booking and management fees. Fees for these transactions and the
related discounts are also specified in price lists and circulars of Eurex Clearing AG. In the case of OTC
transactions, posting fees are recognised at novation on a monthly basis. These fees are recognised at a
specific point in time; namely, when the promised service is transferred at a specific point in time and
the entitlement to consideration depends solely on the passage of time. OTC administrative fees are
recognised over time as the service is provided until the transaction has been closed, terminated or has
matured. A receivable is recognised monthly based on the usage within the respective month, provided
that the respective position is still open at month end. In general, the payments are directly debited from
the clearing member.
In addition, infrastructure fees are charged for the technical connections to the trading and clearing
systems of Deutsche Börse Group. The customer has use of the company’s service and uses the service
as it is performed over the life of the contract. As the smallest reporting period is the same as the
contract term, the percentage of completion equals 100 per cent. The infrastructure revenue generated
from this is usually realised monthly with invoicing.
Market participants subscribe to real-time trading and market signals or licence these services for their
own use, processing or dissemination. The customer simultaneously receives and consumes the benefits
provided by the entity’s performance during the contract term. Customers report their usage, and fees
are charged in the month after usage. Deutsche Börse Group puts together monthly estimates that are
based on the trend of the preceding months. Revenue estimates are revised when warranted by the
circumstances. Increases and decreases in estimated revenue are reflected in the consolidated income
statement in the period in which the circumstances that give rise to the revision become known by the
management. Revenue is recognised based on the price specified in the price list. Customers are
invoiced on a monthly basis and consideration is payable when invoiced.
EEX (commodities)
Its product portfolio comprises contracts on power, natural gas and emission allowances, as well as
freight rates and agricultural products. Revenue is generated primarily from fees that are charged for
exchange trading and clearing of commodity products. Transaction fees are specified in the price list.
Rebates are granted primarily in the form of monthly rebates for the provision of a certain volume or level
of liquidity. These types of rebates are dependent upon the total monthly volume or the monthly
fulfilment of certain liquidity provision obligations. Revenue is recognised as soon as contracts are
matched/registered and there is no unfulfilled obligation towards the customer as the service has already
been performed by this point in time. EEX recognises receivables when the promised service is provided
at a certain time and the entitlement to consideration depends solely on the passage of time. Most of the
invoiced amounts are debited directly from the clearing members. Infrastructure fees and Market Data
Services are accounted for in the same way as described in the section “Eurex (financial derivatives)”.
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Further information
360T (foreign exchange)
360T is a provider of optimised services covering the entire trading process of foreign-exchange products
and generates commission income from trading fees. In addition, 360T generates other fees in the form
of access fees to use the trading platform, installation fees from the onboarding of customers on its
trading platform, as well as user set-up fees and fees for the programming and maintenance of
necessary interfaces. Revenue is recognised when the contractually agreed service is provided to the
customer. Revenue from the use of the platform and maintenance fees are recognised on a pro-rata
basis. Access fees, transaction fees, as well as trading platform fees, contain different discount
schedules on a monthly basis. Such discounts are considered accordingly in the month in which the
services are rendered and reduce the sales revenue of such period. They are invoiced on a monthly
basis. Maintenance fees are invoiced on an annual basis.
Xetra (securities trading)
As a general rule, securities intended for trading on the regulated market of Frankfurter Wertpapierbörse
(FWB, the Frankfurt Stock Exchange) are subject to the admission and listing or inclusion, resolved by
FWB’s Management. Deutsche Börse AG, as the operator of the public-sector exchange, charges fees for
the admission, listing, inclusion and quotation of securities on the regulated market. Fees charged for
the admission and inclusion of securities with definite maturities on the regulated market are realised
using the projected useful lives of the underlying securities. Accordingly, the fees charged for the listing
of securities on the regulated unofficial market are realised using the projected useful lives of the
underlying securities. The method for measuring the percentage of completion of the performance
obligation on the basis of projected useful lives is considered appropriate within the meaning of IFRS 15.
Invoicing is made on a quarterly basis and receivables are payable upon receipt of invoice.
Listing fees are levied for the activity of all bodies of FWB, which supervise the trading and the
settlement of trades as well as ensure the proper functioning of all trading activities (permanent
possibility to make use of exchange facilities). Listing fees are recurring fees, which are charged for a
service that is delivered over time. Accordingly, revenue is realised on a pro-rata basis. Revenue from
fees for listings on the regulated unofficial market is realised in a similar manner. This revenue is
presented under “Listing revenue”.
Contracts for trading and clearing cash market products, contracts for trading data and market signals
and contracts for infrastructure services in the Xetra (securities trading) segment are accounted for in the
same way as described in the section Eurex (financial derivatives).
Clearstream (post-trading)
Clearstream provides post-trading infrastructure and services; it offers transaction settlement services as
well as administration and custody of securities. The fees are calculated in accordance with the prices
set in the price list as well as with any relevant discounts granted. In accordance with the general terms
and conditions, the customer authorises direct debiting and consequently no financing component has
been identified. Customers in the custody business receive the benefit from the service provided and
consume it at the same time as the performance is fulfilled during the contract period. The revenue
generated from this is generally realised on a monthly basis upon invoicing.
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Further information
Fees collected for the administration of securities, for corporate events for securities and for settlement
services are recognised when the agreed service is provided to the customer. This occurs when
instructions are received and the transactions are processed. The service has been fulfilled at this point
in time. Receivables are recognised if the agreed service is rendered at a specific point in time and the
claim to the consideration solely depends on the course of time. Since discounts are generally granted
on a monthly basis, the recognition of a contractual liability is not necessary. Customers are invoiced on
a monthly basis and consideration is payable when invoiced.
Via Clearstream, we offer a wide range of global securities financing (GSF) services. These include
collateral management and securities lending services. Customers of collateral management services
simultaneously receive and consume the benefits with the company’s performance of the service.
Revenue is recognised over time concurrent with the provision of collateral management services.
Services in the securities lending business, on the other hand, are provided at a specific point in time.
In addition, infrastructure fees are charged for the technical connections to our custody and clearing
systems. They are accounted for in the same way as described in the section “Eurex (financial
derivatives)”.
IFS (Investment Fund Services)
The segment provides services to standardise fund processing and to increase efficiency and safety in
the investment fund sector. The services offered comprise order routing, settlement and asset
administration, as well as custody services. By acquiring Clearstream Fund Centre AG, IFS has expanded
its range of services related to the distribution and placement of collective investment funds in Germany
and abroad. Service and distribution agreements are signed with the fund providers or asset managers.
A trailer fee is charged and recognised in “Funds distribution”. Service fees are also charged for the
management of distribution contracts and for granting access to the fund platform. Revenue is
recognised when the promised service is transferred to the customer. This occurs when instructions are
received and the transactions are processed. The service has been fulfilled at this point in time. Revenue
is recognised based on the price specified in the price list and reduced by the corresponding rebates.
Customers are invoiced on a monthly basis and consideration is payable when invoiced.
Qontigo (index and analytics business)
The Qontigo segment comprises the index and analytics business. The index offering ranges from blue-
chip, benchmark, strategy, sustainability to smart-beta indices. The Group generates revenue from
calculating and marketing indices, which financial market participants use as underlyings for financial
instruments or as a benchmark for the performance of investment funds. In its analytics business
Qontigo offers its clients risk-analytics and portfolio-construction tools.
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Further information
Customers in the index business simultaneously receive and consume all of the benefits provided during
the contract term. The recognition of revenue for index licences is based on fixed payments, variable
payments (usage-based volumes; mostly assets under management) or a combination of the two. For
variable payments, customers report their usage and fees are invoiced in the quarter after usage;
monthly estimates are recognised. This is determined either based on the customer’s average usage over
the previous twelve months, adjusted to take into account current developments in the markets or based
on the real data in the markets on a customer level.
Revenue estimates are revised when warranted by the circumstances. Increases and decreases in
estimated revenue are reflected in the consolidated income statement in the period in which the
circumstances that give rise to the revision become known by the management. For two fee components
(minimum fee and usage-based fee), a contract liability is recognised and reduced each month based on
the usage that has been recognised each month. Customers are invoiced on a quarterly basis and
consideration is payable when invoiced.
Customers of the analytics business either receive the right to access the intellectual property or receive
the right to use the intellectual property. The intellectual property licences are granted for software
products, which are subsequently referred to as “SaaS Front Office” and “SaaS Middle Office”. Revenue
generated with SaaS Front Office fees is recognised at a specific point in time because all contractual
obligations are fulfilled, and the customer obtains control of the asset, as soon as the licence key is
transferred to the customer. SaaS Middle Office fees are recognised over time, i.e. the contractual term.
Fees are also charged for the maintenance and servicing (summarised as "Maintenance") of the software
products, which are realised over the contract term. For this purpose, the transaction price for
maintenance is calculated and allocated according to the "expected cost plus a margin" approach. This
revenue is presented under “Axioma”.
Additional costs are capitalised for multi-year contracts when initiating a contract.
ISS (Institutional Shareholder Services)
The ISS segment offers corporate governance solutions, ESG data and analytics services. Net revenue
aggregated as ESG revenue is generated in the business units Corporate Solutions, ESG Analytics and
Governance Solutions. Net revenue aggregated as non-ESG revenue is generated in the business units
Market Intelligence, Media, FWW (fund data), LiquidMetrics and SCAS (Securities Class Action Service).
Most of this revenue stems from fixed-term contracts and recurring services. Revenue is recognised over
time when the contractually agreed service is provided to the customer. Fees are generally charged in
advance, either before the licence starts or periodically over the term of the licence. Proxy voting services
are provided at a point in time and revenue is recognised when the contractually agreed service is
provided to the client.
The other revenue stems from non-recurring service contracts. The performance obligations for
advertising services and event sponsoring are settled when the service is provided, i.e. when the
publication takes place or the advert is published. Performance obligations for advisory services are
settled over time on the basis of the service rendered up to the reporting date. Measurement of the
percentage of completion follows the invoicing.
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated income statement
Remuneration Report
Further information
Performance-related fees for services in connection with securities and class-action litigation are variable
consideration and are only recognised when all the conditions have been met and no uncertainty
remains concerning the variable consideration that is beyond the control of the entity. This is the case
when the lawsuit has been won or a settlement has been reached. Fees for exceeding the minimum
volumes for proxy research and services in connection with the exercise of voting rights are also variable
consideration.
Since neither the volume that will be used nor the price of these services can be determined with
reasonable certainty when the contract starts, the variable portion of the consideration is restricted up to
the date of full performance and only recognised when the transaction price can be determined.
Consideration is generally due 30 days after the invoice date. At the start of the contract ISS expects that
the period between providing the service and receiving the consideration from the clients is at most one
year, so there is no significant financing component.
Additional costs are capitalised for multi-year contracts when initiating a contract.
Result of treasury activities in banking and similar business
The treasury result of banking and similar business stems mainly from investing surplus liquidity and
from the fair value measurement of foreign exchange transactions. It also includes income from
exchange rate differences resulting from finance instruments in the banking business. Given the
currently prevailing interest rate anomaly, we also generate interest income from customer balances held
with us (in a negative interest rate environment). Furthermore, this item comprises interest payments
made on customer balances (positive interest rate environment) as well as cash investments (negative
interest rate environment) and fees for providing customer credit lines. Interest income and interest
expenses are calculated, allocated and realised when due, with the applicable effective interest rate on a
daily basis.
Other operating income
Other operating income is income not directly attributable to our typical business model. Other operating
income is usually realised when all chances and risks have been transferred. Other operating income
comprises, for instance from, income from subleasing property, agency contracts as well as the reversal
of impairments recognised on trade receivables. In addition, valuation effects, such as income from
exchange rate differences from non-banking business, are reported under other operating income.
Volume-related costs
The item “volume-related costs” consists of expenses directly related to revenue and which depend
directly on the following factors:
The number of certain trading and settlement transactions,
The custody volume and volume of global securities financing,
The amount of purchased data,
The sales commissions to distribution partners for the distribution of capital investments,
Revenue sharing agreements and maker-taker price models.
Volume-related costs are not incurred if the corresponding revenue is no longer generated.
154
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated income statement
Remuneration Report
Further information
Composition of net revenue (part 1)
Sales revenue
Treasury result from banking and
similar business
Eurex (financial derivatives)
Equity index derivatives
Interest rate derivatives
Equity derivatives
OTC Clearing
Margin fees
Infrastructure
Eurex Data
Other
EEX (commodities)
Power derivatives
Power spot
Gas
Annual fees
Technical connection fees
Market Data Services
Other
360T (foreign exchange)
Trading
Other
Xetra (cash equities)
Trading and clearing
Listing
Xetra Data
Regulatory services
Infrastructure
2021
€m
450.1
228.6
59.0
55.8
24.2
88.5
62.5
50.7
2020
€m
600.3
203.4
56.9
50.0
22.6
84.2
62.1
33.5
2021
€m
2020
€m
0
0
0
0
0
0
0
0
74.1
83.4
0
0
0
0
0
0
1,019.4
1,113.0
74.1
83.4
128.0
128.0
1.2
1.4
71.1
65.2
20.0
10.7
10.5
44.9
72.7
54.5
17.0
10.2
7.7
35.6
350.4
325.7
88.6
24.6
113.2
226.9
19.4
116.6
9.9
42.8
415.6
86.7
20.8
107.5
237.3
18.0
113.6
12.7
43.9
425.5
0
0
0
0
0
15.7
16.9
0
0
0
0.4
0
0
0
0
0.4
0
0
0
0
0
3.8
5.2
0
0
0
0
0
0
0
0
0
155
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated income statement
Remuneration Report
Further information
Composition of net revenue (part 2)
Other operating income
Volume-related costs
Net revenue
2021
€m
2020
€m
2021
€m
2020
€m
2021
€m
2020
€m
Eurex (financial derivatives)
Equity index derivatives
Interest rate derivatives
Equity derivatives
OTC Clearing
Margin fees
Infrastructure
Eurex Data
Other
EEX (commodities)
Power derivatives
Power spot
Gas
Annual fees
Technical connection fees
Market Data Services
Other
360T (foreign exchange)
Trading
Other
Xetra (cash equities)
Trading and clearing
Listing
Xetra Data
Regulatory services
Infrastructure
– 60.3
– 59.9
389.9
540.5
0.1
0.1
0.0
0.1
0.1
0.1
– 3.0
– 9.5
– 3.4
– 8.6
23.9
22.3
– 22.6
– 17.4
– 30.2
– 20.6
– 0.1
– 0.5
0.0
– 0.2
– 10.4
– 11.0
– 8.0
– 3.6
0.0
8.7
7.3
225.7
200.1
49.5
57.1
68.0
88.0
63.0
54.6
48.4
54.9
85.4
84.0
59.8
37.2
0.0
10.9
11.9
16.7
0.0
0.0
0.0
0.0
0.0
0.0
1.1
1.1
0.0
0.0
0
0.9
2.7
0.1
7.0
1.2
18.0
– 114.4
– 104.1
995.8
1,110.3
0.5
0.0
0.0
0.0
0.0
0.0
1.6
2.1
0.0
0.4
0.4
– 10.9
– 14.1
118.3
115.8
0.0
– 0.6
– 10.3
– 11.5
0.0
0.0
– 1.5
– 4.2
0.0
0.0
0.0
– 4.6
71.1
54.9
20.0
10.7
9.0
57.5
72.1
43.0
17.0
10.2
7.7
36.4
– 26.9
– 30.8
341.5
302.2
– 4.3
– 1.1
– 5.4
– 4.8
– 1.6
84.3
23.5
81.9
19.6
– 6.4
107.8
101.5
1.0
1.7
6.9
20.4
0.0
– 38.0
– 35.0
190.2
203.3
– 0.9
– 0.8
– 23.8
– 27.0
– 1.1
– 0.1
– 0.9
– 0.1
21.2
92.9
15.8
43.9
18.9
93.5
32.2
43.8
11.9
30.0
– 63.9
– 63.8
364.0
391.7
156
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated income statement
Remuneration Report
Further information
Composition of net revenue (part 3)
Sales revenue
Treasury result from banking and
similar business
Clearstream (post-trading)
Custody
Settlement
Net interest income from banking business
Third-party services
GSF lending services
GSF collateral management
Connectivity ICSD
Other
IFS (investment fund services)
Custody
Settlement
Connectivity
Funds distribution1
Other
Qontigo (index and analytics business)
ETF licences
Exchange licences
Other licences
Axioma
ISS (Institutional Shareholder Services)
ESG
Non-ESG
2021
€m
597.4
193.0
0
23.9
54.1
51.6
80.3
47.4
2020
€m
565.6
180.8
0
23.9
54.3
52.9
74.4
47.9
2021
€m
– 0.2
0.0
50.8
0.0
0.0
0.0
0.0
0.7
2020
€m
0.0
0.0
100.8
0.0
0.0
0.0
0.0
7.3
1,047.7
999.8
51.3
108.1
119.5
96.2
35.5
531.9
29.4
812.5
46.0
36.9
116.2
90.8
289.9
166.9
70.3
237.2
92.1
78.6
26.0
101.2
36.7
334.6
39.6
37.8
114.8
85.7
277.9
n/a
n/a
n/a
0.0
0.0
0.0
0.0
0.0
0
0.0
0.0
0.0
0.0
0
0.0
0.0
0
0.0
0.0
0.0
0.0
– 0.1
– 0.1
0.0
0.0
0.0
0.0
0
n/a
n/a
n/a
Total
4,285.9
3,584.0
142.7
196.6
Consolidation of internal revenue
thereof Eurex
thereof EEX
thereof 360T
thereof Xetra
thereof Clearstream
thereof IFS
thereof Qontigo
thereof ISS
– 67.1
– 0.1
0.0
0.0
– 5.4
– 9.9
– 0.4
– 50.3
– 1.0
– 64.7
– 0.1
0
0
– 5.7
– 7.4
– 0.3
– 51.2
0
0.0
0.0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Group
4,218.8
3,519.3
142.7
196.6
1) Clearstream Fund Centre was only included in the Group from 30 September 2020, which means that comparability is not possible.
157
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated income statement
Remuneration Report
Further information
Composition of net revenue (part 4)
Clearstream (post-trading)
Custody
Settlement
Net interest income from banking business
Third Parties
GSF Lending services
GSF Collateral management
Connectivity ICSD
Other
IFS (investment fund services)
Custody
Settlement
Connectivity
Funds distribution1
Other
Qontigo (index and analytics business)
ETF licences
Exchange licences
Other licences
Axioma
ISS (Institutional Shareholder Services)
ESG
Non-ESG
Other operating income
Volume-related costs
Net revenue
2021
€m
2020
€m
2021
€m
2020
€m
2021
€m
2020
€m
1.9
0.4
0.0
0.0
0.0
0.0
0.0
20.7
23.0
0.0
0.0
0.0
0.1
39.4
39.5
0.0
0.0
0.6
0.1
0.7
0.0
1.1
1.1
0.2
0.6
0.0
0.0
0.0
0.0
0.0
0.8
–153.9
–148.3
445.2
417.5
–73.2
–66.6
120.2
114.8
–0.8
-0.1
–0.3
–0.1
–24.5
–29.0
-0.3
–6.6
–1.3
–5.3
–27.2
–31.4
50.0
23.8
29.6
51.3
73.7
41.6
100.5
23.8
25.3
51.6
69.1
24.6
1.6
– 286.6
– 282.3
835.4
827.2
0.0
0.0
0.0
0.3
0.1
-6.5
-6.0
-1.6
–4.7
–6.6
–1.4
-454.4
–87.1
-1.1
–2.3
113.0
90.2
33.9
77.6
67.7
87.4
72.0
24.6
14.4
34.4
0.4
– 469.6
– 102.1
382.4
232.8
0.0
0.0
0.0
1.7
1.7
n/a
n/a
n/a
-4.7
-3.0
-9.2
–4.9
–3.1
–9.2
41.3
33.9
34.7
34.7
107.6
105.6
-15.0
–14.3
75.9
73.1
– 31.9
– 31.5
258.7
248.1
-8.7
-5.7
– 14.4
n/a
n/a
n/a
158.2
65.7
223.9
n/a
n/a
n/a
Total
94.0
54.2
– 1,013.1
– 621.0
3,509.5
3,213.8
Consolidation of internal revenue
thereof Eurex
thereof EEX
thereof 360T
thereof Xetra
thereof Clearstream
thereof IFS
thereof Qontigo
thereof ISS
Group
– 8.9
– 13.7
– 8.9
– 8.7
0
0
0
0
0
0
0
0
0
– 5.0
0
0
0
0
76.0
55.6
0
0
17.5
2.9
0
0
0
78.4
55.3
0
0
21.6
1.5
0
0
0
0.0
46.6
0
0
12.1
– 7.0
– 0.4
0
46.5
0
0
10.9
– 5.9
– 0.3
– 50.3
– 51.2
– 1.0
0
85.1
40.5
– 937.1
– 542.6
3,509.5
3,213.8
1) Clearstream Fund Centre was only included in the Group from 30 September 2020, which means that comparability is not possible.
158
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated income statement
Remuneration Report
Further information
Revenue recognised in the financial year from performance obligations fulfilled or partially fulfilled in
prior periods amounted to €12.3 million (2020: €17.1 million).
Composition of treasury result from banking and similar business
Interest income from positive interest environment
Debt financial assets measured at amortised cost
Interest expenses from positive interest environment
Financial liabilities measured at amortised cost
Interest income from negative interest environment
Debt financial assets measured at amortised cost
Interest expenses from negative interest environment
Financial liabilities measured at amortised cost
Net interest income
Result from fair value valuation of foreign currency derivatives
Other currency result
Total
Other operating income
2021
€m
2020
€m
19.9
64.9
– 33.4
– 31.3
373.6
378.2
– 239.5
120.6
20.6
1.5
142.7
– 256.0
155.8
33.4
7.3
196.6
Other operating income of €85.1 million (2020: €40.5 million) related mainly to valuation of the
acquisition of the second Clearstream Fund Centre tranche in the amount of €39.7 million, a receivable
for reimbursement of costs in the amount of €17.1 million and the valuation of a contingent purchase
price component in the amount of €7.0 million. Further effects result from income from exchange rate
differences of €4.5 million (2020: €6.0 million), income from management services of €1.9 million
(2020: €1.3 million).
5. Staff costs
Composition of staff costs
Wages and salaries
Social security contributions, retirement and other benefits
Total
2021
€m
827.2
174.9
1,002.1
2020
€m
682.2
140.7
822.9
Wages and salaries comprise costs associated with the efficiency programme of €25.4 million
(2020: €36.4 million).
159
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated income statement
Remuneration Report
Further information
6. Other operating expenses
Composition of other operating expenses
Costs for IT service providers and other consulting services
IT costs
Non-recoverable input tax
Premises expenses
Insurance premiums, contributions and fees
Advertising and marketing costs
Travel, entertainment and corporate hospitality expenses
Cost of exchange rate differences
Voluntary social benefits
Supervisory Board remuneration
Short-term leases
Miscellaneous
Total
Composition of fees paid to the auditor (PwC)
Statutory audit services
Other assurance or valuation services
Tax advisory services
Other services
Total
Composition of fees paid to the auditor (KPMG)
Statutory audit services
Other assurance or valuation services
Tax advisory services
Other services
Total
1) Additional values added for the appointed auditor.
2021
€m
196.6
152.7
59.7
37.4
29.1
15.9
4.3
4.6
5.3
4.6
2.9
36.5
549.5
2020
€m
248.2
139.3
40.0
31.8
21.6
15.6
5.8
5.7
4.4
4.1
3.0
26.2
545.8
2021
PwC network
thereof PwC
GmbH
€m
6.8
0.6
0.4
0
7.8
€m
4.1
0.2
0.2
0
4.5
2020
KPMG network
thereof KPMG
AG1
€m
6.1
0.6
0.8
0.2
7.7
€m
3.9
0.5
0.2
0
4.6
160
180
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated income statement
Remuneration Report
Further information
In the financial year 2021, after an extensive selection process by the Supervisory Board, the Annual
General Meeting elected PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft,
Frankfurt/Main, (PwC) as the new auditors for the annual and consolidated financial statements 2021
as well as for the review of the half-year financial report in the reporting year. Fees paid for “statutory
audit services” rendered by PwC mainly comprise the audit of the consolidated financial statements and
the annual financial statements of Deutsche Börse AG as well as various audits of the annual financial
statements of subsidiaries. Audit-integrated reviews of interim financial statements were performed.
Other assurance services relate to ISAE 3000 reports and statutory or contractual audit services. Tax
advisory services comprise support services for the preparation of tax returns and the assessment of and
advice on tax matters. Quality assurance support services were provided for Deutsche Börse AG as part
of other services.
7. Result from financial investments
Net income from financial investments comprises measurement effects, dividend payments,
distributions, foreign currency translation effects and write-downs on financial investments. Gains and
losses on financial investments at FVPL are recognised on a net basis in the period in which they arise.
Distributions from funds and dividends are recognised in profit or loss when the Group’s right to receive
payments is established and when such dividends are not capital repayments.
Composition of result from financial investments
Result of the equity method measurement of associates
Result of strategic investments measured at fair value through other comprehensive income
(dividends)
Result of financial investments measured at amortised cost
Result of financial investments measured at fair value through profit or loss
Result of derivatives
Result of hedge accounting
Total
2021
€m
38.6
0
0
53.0
– 5.0
– 1.4
85.2
2020
€m
21.5
0.3
– 5.3
2.9
5.2
– 0.2
24.3
In addition to the result of the equity valuation the net income from associates also includes impairment
losses. Impairment losses of €0.2 million were recognised in the reporting year on the investment in
enermarket GmbH (2020: none). The increase in the result of the equity method measurement of
associates compared with the previous year is mainly attributable to the valuation of Tradegate AG
Wertpapierhandlesbank in the amount of € 28.2 million and Clarity AI Inc. in the amount of € 10.5
million, both of which showed a positive business performance in the reporting year.
In 2021, the investment Clarity AI Inc., which was previously measured at equity, was reclassified to the
category "measured at fair value through profit or loss". The fair value measurement resulted in a -
valuation effect of €34.5 million. Furthermore, this item includes € 18.5 million in valuation effects
from fund units measured at fair value through profit or loss. For changes in financial investments see
Note 12.
161
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated income statement
Remuneration Report
Further information
8. Financial result
The financial result comprises interest income and expenses which are not attributable to the Group’s
banking business and are therefore not recognised in net revenue. Interest income and expense are
recognised using the effective interest method over the respective financial instrument’s term to maturity.
Interest income is recognised when it is probable that the economic benefits associated with the
transaction will flow to the entity and the income can be measured reliably. Interest expense is
recognised in the period in which it is incurred.
Composition of financial income
Interest income from financial assets measured at fair value through other comprehensive income
Interest income from financial assets measured at amortised cost
Interest income from financial liabilities measured at amortised cost
Interest income from financial assets measured at fair value through profit or loss
Interest income on tax refunds
Other interest income and similar income
Total
Composition of financial expense
Interest expense from financial assets measured at amortised cost
Interest expense from financial liabilities measured at amortised cost
Transaction cost of financial liabilities measured at amortised cost
Interest expense on taxes
Interest expense on lease liabilities
Expense of the unwinding of the discount on pension provisions
Other interest expense
Total
2021
€m
0.1
5.1
2.2
0.1
24.2
1.2
32.9
2021
€m
1.2
39.8
2.3
20.8
5.2
1.4
2.2
73.0
2020
€m
0.1
0.4
0
0.1
25.3
0.1
26.0
2020
€m
3.9
49.7
3.4
35.8
5.5
1.8
2.8
102.9
The financial result benefited from a one-time effect resulting from the adjustment of the expected
interest rate (~3 per cent for interest periods as of 2019) for possible tax repayments in the amount of
€4.8 million due to the decision of the Federal Constitutional Court of 8 July 2021.
162
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated income statement
Remuneration Report
Further information
9. Taxes
Deutsche Börse Group is subject to the tax laws of those countries in which it operates and generates
income. If it is probable that the tax authorities will not accept the disclosed amounts or the legal
assessments on which the Group’s tax declarations are based (uncertain tax positions), tax liabilities are
recognised based on the best possible estimate of expected cash outflows. Tax assets are recognised if it
is considered likely that they will be realised. The recognition of uncertain tax positions is reassessed if
there is a change in the underlying facts or their legal assessment (e.g. change in case law).
Deferred tax assets and liabilities are computed using the balance sheet liability approach. The deferred
tax calculation is based on temporary differences between the carrying amounts of assets and liabilities
in the IFRS financial statements and their tax base that will lead to a future tax liability or benefit when
assets are used or sold or liabilities are settled. These differences are used to calculate deferred tax
assets or liabilities.
The deferred tax assets or liabilities are measured using the tax rates that are currently expected to apply
when the temporary differences reverse, based on tax rates that have been enacted or substantively
enacted by the reporting date. Deferred tax assets are recognised for the unused tax loss and interest
carryforwards only to the extent that it is probable that future taxable profit will be available. Deferred tax
assets and deferred tax liabilities are offset where a legally enforceable right to set off current tax assets
against current tax liabilities exists and the deferred tax assets and deferred tax liabilities relate to income
taxes levied by the same taxation authority.
Composition of taxes
Current income tax expense/(-income)
for the current year
for previous years
Deferred income tax expense/(-income)
due to temporary differences
due to tax loss and interest carryforwards
due to changes in tax legislation and/or tax rates
for previous years
Total income tax expense
Other taxes
Total taxes
2021
€m
443.6
425.5
18.1
– 0.1
– 3.4
6.3
– 1.0
– 2.0
443.5
0.9
444.4
2020
€m
414.5
425.5
– 11.0
– 11.9
– 25.2
0.3
0
13.0
402.6
0.5
403.1
163
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated income statement
Remuneration Report
Further information
Allocation of income tax expense to Germany and foreign jurisdictions
Current income tax expense/(-income)
Germany
Foreign jurisdictions
Deferred income tax expense/(-income)
Germany
Foreign jurisdictions
Total
2021
€m
443.6
313.4
130.2
– 0.1
– 3.7
3.6
443.5
2020
€m
414.5
310.4
104.1
– 11.9
– 9.9
– 2.0
402.6
Tax rates of 27.4 to 31.9 per cent (2020: 27.4 to 31.9 per cent) were used in the reporting period to
calculate income taxes for the German Group companies. These reflect trade income tax at rates of
11.6 to 16.1 per cent (2020: 11.6 to 16.1 per cent), corporation tax of 15 per cent (2020: 15 per
cent) and the 5.5 per cent solidarity surcharge (2020: 5.5 per cent) on corporation tax.
A tax rate of 24.9 per cent (2020: 24.9 per cent) was used for the Group companies in Luxembourg.
This includes trade tax at a rate of 6.7 per cent (2020: 6.7 per cent) and corporation tax at 18.2 per
cent (2020: 18.2 per cent).
Tax rates of 10.0 to 34.6 per cent (2020: 10.0 to 34.6 per cent) were applied to the Group companies
in the remaining countries; see Note 34.
Current income tax expense was reduced by €1.2 million in the reporting year by the utilisation of
previously unrecognised tax loss carryforwards (2020: €0.3 million). There was no deferred tax income
from previously unrecognised tax losses (2020: €2.4 million). As in the previous year, there were no
effects resulting from changes of the impairment of deductible temporary differences.
The following table shows the carrying amounts of deferred tax assets and liabilities as at the reporting
date by line item or loss carryforwards:
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Remuneration Report
Further information
Composition of deferred taxes
Intangible assets
Internally developed software
Other
Financial assets
Other assets
Provisions for pensions and other employee benefits
Other provisions
Liabilities
Tax loss and interest carryforwards
Deferred taxes (before netting)
thereof recognised in profit and loss
thereof recognised in other comprehensive income1)
Deferred taxes set off
Total
Deferred tax assets
Deferred tax liabilities
31.12.2021
31.12.2020
31.12.2021
€m
74.5
17.2
57.3
1.5
34.4
81.7
19.1
83.1
58.0
352.3
300.9
51.4
– 212.5
139.8
€m
86.0
30.0
56.0
1.7
7.4
88.1
18.1
40.8
15.6
257.7
190.4
67.3
– 96.0
161.7
€m
– 449.8
– 38.7
– 411.1
– 31.0
– 19.7
– 25.6
– 2.4
– 22.5
0
– 551.0
– 525.1
– 25.9
212.5
31.12.2020
€m
– 254.1
– 32.5
– 221.6
– 13.8
– 16.3
– 17.7
– 0.1
– 10.7
0
– 312.7
– 303.4
– 9.3
96.0
– 338.5
– 216.7
1) See Note 15 for further information on deferred taxes recognised in other comprehensive income.
Short-term elements of deferred taxes are recognised in non-current assets and liabilities in the
consolidated balance sheet, in line with IAS 1 “Presentation of Financial Statements”.
At the end of the reporting period, accumulated unused tax losses for which no deferred tax assets were
recognised amounted to €55.5 million (2020: €27.2 million). These unused tax losses are attributable
to domestic losses totalling €14.4 million and to foreign tax losses totalling €41.1 million (2020:
Germany nil, foreign tax losses €27.2 million).
Tax losses can be carried forward indefinitely in Germany as well as in the United Kingdom under
consideration of the minimum taxation rules. In the United States, losses may be carried forward for a
maximum period of 20 years, provided they were incurred before 1 January 2018. In accordance with
the latest tax reform in the US, adopted at the end of December 2017, losses incurred after
31 December 2017 may be carried forward indefinitely, taking into account newly introduced minimum
taxation rules. In all other countries, losses can be carried forward indefinitely.
There were no unrecognised deferred tax liabilities on future dividends of subsidiaries and associates or
on gains from the disposal of subsidiaries and associates in the reporting period (2020: none).
165
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Further information
Reconciliation from expected to reported income tax expense
Earnings before tax (EBT)
Expected income tax expense
Effects of different tax rates
Effects of non-deductible expenses
Effects of tax-exempt income
Tax effects from loss carryforwards
Effects from changes in tax rates
Effects from intra-group restructuring
Other
Income tax expense arising from current year
Income taxes for previous years
Income tax expense
2021
€m
2020
€m
1,709.3
1,528.2
444.4
– 12.8
14.0
– 3.4
0.3
– 1.0
0
– 14.1
427.4
16.1
443.5
397.3
– 15.2
15.5
– 1.3
0.9
0
1.5
2.0
400.7
1.9
402.6
To determine the expected income tax expense, earnings before tax have been multiplied by the
composite tax rate of 26 per cent assumed for 2021 (2020: 26 per cent).
As at 31 December 2021, the reported income tax rate was 25.9 per cent (2020: 26.3 per cent).
166
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Executive and Supervisory Boards
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Remuneration Report
Further information
Notes on the consolidated statement of financial
position
10. Intangible assets
Recognition and measurement
Capitalised development costs are amortised from the date of first use of the software using the straight-
line method over the asset’s expected useful life. The useful life of internally developed software is
generally assumed to be seven years; a useful life of ten years is used as the basis in the case of newly
developed systems.
Purchased software is generally amortised based on the projected useful life. The amortisation period for
intangible assets with finite useful lives is reviewed at a minimum at the end of each financial year. If
the expected useful life of an asset differs from previous estimates, the amortisation period is adjusted
accordingly.
The other intangible assets were largely acquired within the context of business combinations and refer
to exchange licences, trade names and customer relationships. The acquisition costs correspond to the
fair values as at the acquisition date. Depending on the relevant acquisition transaction, the expected
useful life is 5 to 20 years for trade names with finite useful lives, 4 to 24 years for participant and
customer relationships and 2 to 20 years for other intangible assets.
Exchange licences as well as certain trade names have no finite useful lives and, in addition, there is an
intention to maintain the exchange licences as part of the general business strategy. Therefore, an
indefinite useful life is assumed.
Intangible assets are derecognised on disposal or when no further economic benefits are expected to
flow from them.
Impairment tests
At each reporting date, the Group assesses whether there are any indications that an intangible asset
may be impaired. If this is the case, the carrying amount is compared with the recoverable amount (the
higher of the value in use and fair value less costs of disposal) to determine the amount of any potential
impairment.
Value in use is estimated on the basis of the discounted estimated future cash flows from continuing use
of the asset and from its ultimate disposal, before taxes. For this purpose, discount rates are estimated
based on the prevailing pre-tax weighted average cost of capital. If no recoverable amount can be
determined for an asset, the recoverable amount of the cash-generating unit (CGU) to which the asset
can be allocated is determined.
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Further information
Irrespective of any indications of impairment, intangible assets with indefinite useful lives and intangible
assets not yet available for use must be tested for impairment at least once a year. Impairment tests are
carried out on 1 October every financial year. If the estimated recoverable amount of the asset or CGU is
lower than the respective carrying amount, an impairment loss is recognised and the net carrying
amount of the asset or CGU, respectively, is reduced to its estimated recoverable amount.
At the acquisition date, goodwill is allocated to the CGUs or groups of CGUs, that is/are expected to
create synergies from the relevant acquisition. If changes arise in the structure of CGUs, for example
through a new segmentation, goodwill is allocated taking into account the relative fair values of the
newly defined CGUs. Irrespective of any indications of impairment, these items must be tested for
impairment at least annually at the lowest level of impairment at which Deutsche Börse Group monitors
the respective goodwill. An impairment loss is recognised if the carrying amount of the CGUs or groups
of CGUs, to which goodwill is allocated, including the carrying amount of that goodwill, is higher than
the recoverable amount of this group of assets. The impairment loss is first allocated to the goodwill,
then to the other assets in proportion to their carrying amounts.
The recoverable amount of the (groups of) CGUs was determined based on the fair value less costs to
sell. The value in use was only determined if the fair value less costs to sell did not exceed the carrying
amount. Given that no active market was available for the (groups of) CGUs, the determination of fair
values less costs to sell was based on the discounted cash flow method (level 3 input factors). The
detailed planning period usually covers a respective time period of five years; for (groups of) CGUs,
which have been allocated an asset with an indefinite useful life, such time period ends in perpetuity.
Individual costs of capital are determined for each (group of) CGU(s), for the purpose of discounting
projected cash flows. These capital costs are based on data incorporating beta factors, borrowing costs,
as well as the capital structure of the respective peer group. Pricing, trading volumes, assets under
custody, market share assumptions or general business development assumptions are based on past
experience or market research. Other key assumptions are mainly based on external factors and
generally correspond to internal management planning. Significant macroeconomic indicators include,
for instance, equity index levels, volatility of equity indices, as well as interest rates, exchange rates,
GDP growth, unemployment levels and government debt. When calculating value in use, the projections
are adjusted for the effects of future restructurings and performance investments, if appropriate.
At each reporting date, the Group assesses whether there are any indications that an impairment
recognised for non-current assets in previous years (except goodwill) no longer applies. If this is the
case, the carrying amount of the asset is increased and the difference is recognised in profit or loss. The
maximum amount of this reversal is limited to the carrying amount that would have resulted if no
impairment loss had been recognised in previous periods. Deutsche Börse Group does not reverse any
goodwill impairments.
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Executive and Supervisory Boards
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Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Intangible assets
Purchased
software
€m
Internally
developed
software
€m
Goodwill
€m
Payments
on account
and
construction
in progress
€m
1
)
Other
intangible
assets
€m
Total
€m
Historical cost as at 1 Jan 2020
296.8
1,147.2
3,470.5
102.4
1,199.8
6,216.7
Acquisitions from business combinations
Adjustment of previous year Goodwill
Additions
Disposals
Reclassifications
Exchange rate differences
Historical cost as at
31 Dec 2020
Acquisitions through business combinations
Adjustment of previous year Goodwill
Additions
Disposals
Reclassifications
Reclassifications into assets held for sale
Exchange rate differences
15.8
0
13.9
– 3.3
1.1
– 8.6
0
0
54.8
– 0.1
23.1
– 1.9
550.2
4.3
0
0
0
– 67.4
0
0
64.8
– 0.2
– 23.8
– 1.4
271.2
0
0.8
0
– 0.1
– 19.4
837.2
4.3
134.3
– 3.6
0.3
– 98.7
315.7
1,223.1
3,957.7
141.8
1,452.3
7,090.6
79.5
0
14.5
0
2.3
– 7.6
12.0
0
0
76.8
0
98.5
– 10.4
1,456.2
– 1.2
0
0
0
0
4.0
183.3
2.4
0
76.4
0
– 100.8
– 4.1
– 0.1
652.7
2,190.8
0
0.9
0
0
0
78.8
– 1.2
168.6
0
0
– 22.1
278.0
Historical cost as at 31 Dec 2021
416.4
1,392.0
5,596.0
115.6
2,184.7
9,704.7
Amortisation and impairment losses as at
1 Jan 2020
Amortisation
Impairment losses
Disposals
Reclassifications
Exchange rate differences
Amortisation and impairment losses as at
31 Dec 2020
Amortisation
Impairment losses
Reclassifications into assets held for sale
Reclassifications
Exchange rate differences
Amortisation and impairment losses as at
31 Dec 2021
Carrying amount as at 31 Dec 2020
Carrying amount as at 31 Dec 2021
170.9
30.5
0
– 2.2
0
– 1.2
198.0
37.6
0
– 7.3
1.1
2.1
231.5
117.7
184.9
868.6
86.3
2.6
0
0
– 0.5
957.0
57.8
11.8
– 3.5
– 1.1
1.7
1,023.7
0
0
0
0
0
0
0
0
0
0
0
0
0
9.9
0
5.6
0
0
0
158.9
1,208.3
38.5
0
0
0
– 0.5
155.3
8.2
– 2.2
0
– 2.2
15.5
196.9
1,367.4
0
0
– 0.1
0
0.1
71.0
0
0
0
3.2
166.4
11.8
– 10.9
0
7.1
15.5
271.1
1,541.8
266.1
3,957.7
126.3
1,255.4
5,723.2
368.3
5,596.0
100.1
1,913.6
8,162.9
169
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
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Remuneration Report
Further information
Material intangible assets with finite useful lives
Customer Relationship ISS Data & Research
Customer Relationship Clearstream Funds Centre
Customer Relationship 360T
Carrying amount as of
Remaining amortisation period as at
31 Dec 2021
31 Dec 2020
31 Dec 2021
€m
435.7
235.8
169.6
€m
n/a
237.1
179.7
years
21.2
18.8
16.8
31 Dec 2020
years
n/a
19.8
17.8
Software, payments on account and software in development
Research costs are recognised as expenses in the period in which they are incurred. Development costs
for internally developed intangible assets are only capitalised when the definition and recognition criteria
for intangible assets according to IAS 38 are met and development costs can be separated from research
costs.
Development costs that have to be capitalised include direct labour costs, costs of purchased services
and workplace costs, including proportionate overheads that can be directly attributed to the preparation
of the respective asset for use, such as costs for the infrastructure of software development.
Development costs that do not meet the requirements for capitalisation are recognised through profit or
loss. Interest expense that cannot be allocated directly to one of the development projects is recognised
through profit or loss in the reporting period.
Total development costs in the reporting year 2021 came to €202.8 million (2020: €158.2 million), of
which €128.7 million were capitalised (2020: €104.0 million).
Impairment testing in 2021 revealed an impairment loss of €11.8 million (2020: €8.2 million), which
is shown in the line item “Depreciation, amortisation and impairment losses” and relates to the following
assets:
An impairment loss of €8.0 million (recoverable amount: negative) in the fourth quarter of 2021
concerned settlement, custody and asset servicing services for the Investor CSD product in the
Clearstream segment. The asset was intended for use by a particular customer. Finally, the customer
decided not to use the product. Promotional activities towards other potential customers did not result
in successful marketing.
Another impairment loss of €3.9 million (recoverable amount: negative) in the fourth quarter of 2021
relates to the OTC currency clearing system in the Eurex segment. The combination of internal and
external operating costs and limited market interest led to the decision to cease providing OTC currency
clearing services.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
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Further information
Goodwill and other intangible assets from business combinations
Changes in goodwill classified by (groups of) CGUs
Balance as at 1 Jan 2020
1,293.6 119.5 245.2
6.7
969.0
66.3
608.6
0 3,308.9
Eurex
€m
EEX
€m
360T
Xetra
Clear-
stream
€m
€m
€m
IFS
€m
Qontigo
€m
ISS
€m
Total
€m
17.0
0
0
2.5
142.1
0
0
0
161.6
Reallocation due to change in reporting
structure
Acquisitions through business
combinations
Adjustment of previous year Goodwill
0
0
64.1
1.2
0
0
0
0
0 484.9
0
0
0
0
4.3
0
0
0
550.2
4.3
– 67.4
Exchange rate differences
– 2.3
– 4.9
– 5.0 – 0.1
– 1.5
– 53.6
Balance as at 31 Dec 2020
1,372.4 115.8 240.2
9.1 1,111.1 549.7
559.3
0 3,957.6
Acquisitions through business
combinations
Adjustment of previous year Goodwill
0
0
0
0
0 52.1
13.7
10.7
78.8 1,300.9 1,456.2
0
0
0
– 1.2
0
0
– 1.2
Exchange rate differences
6.2
4.4
4.4
0.7
1.1
25.5
53.1
88.0
183.4
Balance as at 31 Dec 2021
1,378.6 120.2 244.6 61.9 1,125.9 584.7
691.2 1,388.9 5,596.0
Member and
customer
relationships
Miscellaneous
intangible
assets
Changes in other intangible assets by category
Balance as at 1 Jan 2020
Acquisitions through business combinations
Additions
Amortisation
Exchange rate differences
Reclassifications
Balance as at 31 Dec 2020
Acquisitions through business combinations
Additions
Amortisation
Exchange rate differences
Balance as at 31 Dec 2021
Exchange
licences
€m
24.5
0
0
0
– 2.1
0
22.4
0
0
0
1.8
24.2
Trade
names
€m
524.7
0
0
– 0.4
– 6.2
0
518.1
117.2
0
– 1.2
14.3
€m
486.8
270.3
0.3
– 36.5
– 10.5
0
710.4
535.1
0
– 67.9
59.5
648.4
1,237.1
€m
4.9
0.9
0.5
– 1.6
– 0.1
0
4.6
0.4
0.9
– 2.0
0.1
4.0
Total
€m
1,040.9
271.2
0.8
– 38.5
– 19.0
0
1,255.4
652.7
0.9
– 71.1
75.7
1,913.6
171
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Key assumptions used for impairment tests in 2021
CAGR1
(Group of) CGUs
Allocated
book value
Risk-free
interest rate
Market risk
premium
Discount
rate
Long-term
growth rate
Net revenue
€m
%
%
%
%
%
Operating
costs
%
Goodwill
Eurex
ISS
Clearstream
Qontigo
IFS
360T
EEX
Xetra
1,379.9
1,240.9
1,125.7
675.7
557.8
243.3
118.8
11.2
Trade names and exchange licences
STOXX
ISS Core
Axioma
Nodal
360T Core
EEX Core
360TGTX
420.0
96.7
62.1
27.7
19.9
13.7
1.7
1) CAGR = compound annual growth rate.
0.1
2.0
0.1
0.1
0.1
0.1
0.1
0.1
0.1
2.0
2.0
2.0
0.1
0.1
1.5
7.8
6.0
7.8
7.8
7.8
7.8
7.8
7.8
7.8
6.0
6.0
6.0
7.8
7.8
6.0
6.5
8.0
6.7
7.4
6.6
7.0
6.6
6.8
7.4
8.0
7.7
7.0
7.0
6.6
6.9
1.5
2.5
1.0
1.5
1.5
1.5
1.5
1.0
1.5
2.5
2.0
1.5
1.5
1.5
1.5
4.9
8.2
3.3
7.1
9.9
6.5
6.9
– 0.4
5.8
8.2
9.6
4.6
7.0
6.7
2.7
4.3
6.3
2.2
5.6
7.5
4.1
2.5
3.9
6.8
6.3
4.6
3.1
4.8
4.4
1.8
172
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Key assumptions used for impairment tests in 2020
CAGR1
Allocated
book value
€m
Risk-free
interest rate
%
Market risk
premium
%
Discount
rate
%
Long-term
growth rate Net revenue
%
%
Operating
costs
%
Goodwill
Eurex
Clearstream
Qontigo
IFS
360T
EEX
Xetra
1,310.0
1,111.1
585.5
551.8
242.7
118.2
9.1
– 0.2
– 0.2
– 0.2
– 0.2
– 0.2
– 0.2
– 0.2
Trade names and exchange licences
STOXX
Axioma
Nodal
360T Core
EEX Core
360TGTX
420.0
– 0.3
58.7
26.1
19.9
13.5
1.6
1.4
1.4
– 0.3
– 0.3
0.9
1) CAGR = compound annual growth rate
7.8
7.8
7.8
7.8
7.8
7.8
7.8
7.8
6.3
6.3
7.8
7.8
6.3
6.2
7.6
7.5
7.5
7.7
7.1
7.5
7.4
7.8
7.6
7.7
7.0
7.7
1.5
1.0
1.5
1.5
2.0
1.5
1.0
1.5
2.5
1.5
2.0
1.5
2.0
3.9
2.7
12.6
10.4
9.7
6.9
5.6
7.9
15.8
23.8
8.7
6.0
17.8
1.4
1.9
6.9
2.8
5.0
2.1
8.4
5.9
4.7
6.8
7.1
4.3
11.0
Even in case of a reasonably possible change of one of the parameters, under the condition that all the
other parameters remain constant, none of the above-mentioned CGUs or groups of CGUs with the
exception of ISS CGU, would be impaired. At the ISS CGU, the recoverable amount exceeds the carrying
amount in the annual impairment test by €136.4 million. A reduction in the annual growth rate of the
net revenue by 8.7 per cent or rather an increase in operating costs by 9.1 per cent or a reduction in the
growth rate in perpetuity by 0.6 percent or rather an increase in capital costs by 0.4 per cent would
result in the recoverable amount being equal to the carrying amount.
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Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
11. Property, plant and equipment
Measurement of purchased property, plant and equipment
Depreciable items of property, plant and equipment are carried at cost less cumulative depreciation. The
straight-line depreciation method is used. The carrying amount is immediately written down to its
recoverable amount if the carrying amount is higher than its recoverable amount. Costs of an item of
property, plant and equipment comprise all costs directly attributable to the production process, as well
as an appropriate proportion of production overheads. No borrowing costs were recognised in the
reporting period or in the previous year as they could not be directly allocated to any particular
development project. If it is probable that the future economic benefits associated with an item of
property, plant and equipment will flow to the Group and the cost of the asset in question can be reliably
determined, costs subsequent to acquisition is added to the carrying amount of the asset as incurred.
The carrying amounts of any parts of an asset that have been replaced are derecognised. Repair and
maintenance costs are expensed as incurred.
Useful life of property, plant and equipment
IT hardware
Operating and office equipment
Leasehold improvements
Measurement of right-of-use assets
Depreciation period
3 to 5 years
5 to 19 years
Based on lease term
We lease a large number of different assets. These mainly include buildings and cars. Right-of-use
assets are measured at cost. Any accumulated depreciation and impairment amounts are deducted from
the cost of right-of-use assets as part of subsequent measurement. This does not apply to short-term
leases with a term of not more than twelve months and leases for low-value assets. Expenses in the
reporting year resulting from the above-mentioned short-term and low-value assets are reported in other
operating expenses.
Useful life of property, plant and equipment
Right-of-use - land and buildings
Right-of-use - IT hardware, operating and office equipment as well as carpool
Depreciation period
Based on lease term
Based on lease term
As a lessor in the case of an operating lease, we present the leased asset as an item of property, plant
and equipment and measures the asset at amortised cost. The lease instalments received during the
period are shown under other operating income.
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Executive and Supervisory Boards
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Remuneration Report
Further information
Property, plant and equipment (incl. Right-of-use assets)
Land and
buildings
(right-of-use)
Fixtures
and
fittings
IT hardware, operating and office
equipment as well as carpool
Advance
payments
made and
construction in
progress
Total
Right-of-
use
€m
Purch-
ased
€m
Total
€m
€m
€m
9.8
303.2
313.0
15.8
795.4
0
3.0
0
0
0.3
43.4
– 6.3
3.1
0.3
46.4
– 6.3
3.1
– 0.2
– 0.5
– 0.7
0.5
4.7
3.9
134.5
– 0.9
– 11.0
– 13.1
0
– 0.3
– 3.6
12.6
343.2
355.8
7.0
918.9
1.4
3.5
– 0.2
0
– 0.1
0.3
4.2
25.6
– 2.8
1.3
0
1.1
5.6
29.1
– 3.0
1.3
– 0.1
1.4
0.4
5.0
– 0.4
– 3.3
97.1
83.9
– 6.7
0
0
– 0.2
– 0.2
6.0
€m
77.5
0
13.1
– 3.1
9.7
– 0.6
96.6
6.0
7.2
– 0.5
2.0
0
1.0
€m
389.1
3.1
70.3
– 0.7
0
– 2.3
459.5
85.1
42.6
– 2.8
0
– 0.1
3.8
Historical costs as at 1 Jan 2020
Acquisitions through business
combinations
Additions
Disposals
Reclassifications
Exchange rate differences
Historical costs as at 31 Dec 2020
Acquisitions through business
combinations
Additions
Disposals
Reclassifications
Reclassifications into assets held for
sale
Exchange rate differences
Historical costs as at 31 Dec 2021
588.1
112.3
17.5
372.6
390.1
8.5 1,099.0
Depreciation and impairment losses as
at 1 Jan 2020
Amortisation
Disposals
Exchange rate differences
Depreciation and impairment losses as
at 31 Dec 2020
Amortisation
Disposals
Reclassifications into assets held for
sale
Exchange rate differences
Depreciation and impairment losses as
at 31 Dec 2021
42.6
48.5
– 0.4
– 0.4
90.3
59.2
– 0.3
0.1
0.8
37.7
9.2
– 2.5
– 0.3
44.1
10.5
0
0
0.7
2.8
4.2
0
– 0.1
6.9
4.9
– 0.1
0
0
214.3
217.1
39.0
– 5.8
– 0.3
43.2
– 5.8
– 0.4
247.2
254.1
42.2
– 2.2
47.1
– 2.3
0
1.0
0
1.0
0
297.4
100.9
– 8.7
– 1.1
388.5
116.9
– 2.6
0.1
2.6
0
0
0
0
0
0
0
0
0
150.1
55.3
11.7
288.2
299.9
0
505.3
Carrying amount as at 31 Dec 2020
Carrying amount as at 31 Dec 2021
369.2
438.0
52.5
57.0
5.7
5.8
96.0
101.7
84.4
90.1
0
530.4
593.7
7.0
8.5
The average remaining term of leases is 13.8 years.
The remaining term of the material sub-lease is one year; it is then renewed automatically for an
indefinite period. Both parties can terminate the lease at the end of the remaining term by giving notice
of six months.
For details regarding the corresponding lease liabilities, please see Note 12.
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12. Financial instruments
Financial assets
Additions and disposals
Financial assets are recognised when the Group or one of its companies becomes party to a financial
instrument. Regular way purchases and sales of financial assets are generally recognised and
derecognised at the trade date. Purchases and sales of debt instruments classified as “at amortised cost”
and of equities eligible for clearing via the central counterparties (CCPs) of Deutsche Börse Group are
recognised and derecognised at the settlement date. Financial assets are derecognised when the
contractual rights to the cash flows expire or when the company transfers these rights in a transaction
that transfers substantially all risks and rewards of ownership of the financial assets.
Clearstream Banking S.A. acts as a principal in securities borrowing and lending transactions in the
context of the ASLplus securities lending system and is an intermediate between lender and borrower
without becoming a contracting party from an economic perspective. Consequently, these transactions
are not recognised in the consolidated balance sheet.
First-time measurement and classification
Financial assets are first recognised at fair value. For financial assets not at fair value through profit or
loss the recognised amount also includes transaction costs that can be allocated directly to the
acquisition of this asset. Transaction costs of financial assets at fair value through profit or loss are
expensed as incurred.
Financial assets are classified at the acquisition date, from which subsequent measurement is derived.
We assign financial assets to the following measurement categories:
At fair value (either at “fair value through other comprehensive income” (FVOCI) or “fair value through
profit or loss” (FVPL))
At amortised cost (aAC)
Debt instruments are allocated on the basis of the business model for managing the financial assets and
the contractual cash flow characteristics. Debt instruments are only reclassified if the business model for
managing them is changed. We do not make use of the option to designate debt instruments at fair
value through profit or loss upon initial recognition (fair value option).
The classification of investments in equity instruments not held for trading depends on whether the
option of designating the corresponding financial assets as at fair value through other comprehensive
income (FVOCI option) is used on initial recognition. Each individual equity instrument can be allocated
separately and may not be changed in subsequent periods.
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Subsequent measurement of debt instruments
We allocate each debt instrument to one of the following categories:
Amortised cost (aAC): Assets allocated to the “hold” business model and whose cash flows consist of
solely payments of principal and interest are measured at amortised cost. Interest income from these
financial assets is measured using the effective interest method. Gains and losses from derecognition,
impairment and exchange rate movements are recognised through profit or loss. Measurement effects
are shown in banking business or non-banking business depending on how the financial assets are
allocated. For financial assets from banking business all measurement effects are shown in the treasury
result of banking and similar business. Interest income from the non-banking business is shown in the
financial result. All other effects of non-banking business are presented in net income from financial
investments. All effects relating to the measurement of trade receivables are shown in other operating
income and expenses.
Fair value through other comprehensive income (FVOCI): Investments in debt instruments allocated
to the “hold and sell” business model and whose cash flows consist solely of payments of principal and
interest are measured as at fair value through other comprehensive income. Impairments on these debt
instruments are recognised as net income from financial investments through profit or loss. On disposal
of these debt instruments all the balances in the revaluation surplus are reclassified to net income from
financial investments through profit or loss. Interest income from fixed income debt securities in this
category are shown in the financial result.
Fair value through profit or loss (FVPL): Financial assets that do not meet the criteria for
measurement at amortised cost or at FVOCI are measured at FVPL and their measurement effects are
shown in net income from financial investments. Distributions from fund interests are also shown in
net income from financial investments. Interest income from fixed income bonds in this category are
shown in the financial result.
Subsequent measurement of equity instruments
Equity instruments are always subsequently measured at fair value. In the reporting year 2021, we are
reporting three strategic investments for the first time under other financial assets at fair value through
profit or loss. For all other equity instruments, we have exercised the irrevocable FVOCI option as of the
reporting date, with the result that the gains and losses are recognised in other comprehensive income.
When the item is derecognised the gains and losses are not recycled through profit or loss, but
reclassified to retained earnings. Dividends from these financial assets are shown in Result from
financial investments.
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Impairment
As a rule, any impairment for expected credit losses for debt instruments reported at amortised cost and
at fair value through other comprehensive income is determined using the three-stage impairment model
in IFRS 9. The losses represent a forward-looking measurement of future losses that are generally
subject to estimates.
Stage 1: The impairment upon initial recognition is measured on the basis of the expected losses in the
event of default within the next twelvemonths after the reporting date.
Stage 2: If a financial asset's credit risk has increased significantly, the expected credit loss is
determined over the entire term. A significant increase in credit risk is determined individually using
internal ratings and is assumed if there is a downgrade of three notches within the internal rating
system.
Stage 3: Credit-impaired financial assets are allocated to Stage 3 and the impairment is based on the
full lifetime expected credit losses. This is the case if there are observable data of significant financial
difficulties and there is a high risk of default, even if the definition of a default has not yet been met.
If the credit risk for debt instruments at amortised cost and at fair value through profit or loss is low in
absolute terms as at the reporting date, they remain in Stage 1 even if the default risk has increased.
We have the following two triggers to identify a default event and which cause a transfer to stage 3 of
the model:
Legal default event: a contractual partner of the Group is unable to fulfil its contractual obligations due
to its insolvency.
Contractual default event: a contractual partner of the Group is unable or unwilling to fulfil its
contractual obligations in a timely manner. The non-fulfilment of the contractual obligation could result
in a financial loss for us.
We measure the expected credit losses for trade receivables using a simplified approach, which requires
lifetime expected losses to be recognised from initial recognition of a receivable. Due to the high recovery
rate for trade receivables with a due date of less than 360 days, a default is assumed for amounts which
are overdue for more than 360 days.
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Financial Liabilities
Additions and disposals
Financial liabilities are recognised when a Group company becomes a party to the instrument.
Purchases and sales of equities via the central counterparty Eurex Clearing AG are recognised at the
settlement date analogous to financial assets. Financial liabilities are derecognised when the contractual
obligation has been extinguished because it has been discharged or cancelled or has expired.
Financial liabilities measured at amortised cost
Financial liabilities not held for trading are accounted for at amortised cost. The borrowing costs
associated with the placement of financial liabilities are included in the carrying amount and accounted
for using the effective interest method if they are directly attributable. Discounts are amortised over the
term of the liabilities using the effective interest method. Liabilities to non-controlling shareholders for
the acquisition of non-controlling shares settled in cash or another financial asset are recognised at the
present value of the future purchase price. The effect of the present value of accrued interest on the
financial obligation and all measurement changes in the obligation is subsequently measured through
profit or loss. The equity interest attributable to a non-controlling shareholder underlying the transaction
is accounted for as if it had already been acquired at the time of the transaction.
Financial liabilities measured at fair value through profit or loss
Contingent purchase payments recognised by the purchaser of a business combination in accordance
with IFRS 3 are not measured at amortised cost. The resulting financial liabilities are recognised at fair
value. With a contingent purchase price component the purchaser is obliged to transfer additional assets
or shares to the seller if certain conditions are met. Subsequent measurement is at fair value through
profit or loss.
We do not make use of the option to designate financial liabilities at fair value through profit or loss upon
initial recognition (fair value option).
Our exposure to various risks associated with the financial instruments is discussed in Note 24. The
maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class
of financial assets mentioned above.
Presentation and netting of financial assets and liabilities
Financial assets and liabilities in the statement of financial position are divided into non-current and
current. They are presented as non-current if the remaining term is more than twelve months as at the
reporting date. They are presented as current assets if the remaining term is less than twelve months.
Financial assets and liabilities are offset and only the net amount is presented in the consolidated
balance sheet when a Group company currently has a legally enforceable right to set off the recognised
amounts and intends either to settle on a net basis or to realise the asset and settle the liability
simultaneously.
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Further information
Derivative financial instruments and hedge accounting
The derivative financial instruments we use include interest rate swaps, foreign exchange swaps, foreign
exchange forwards and foreign exchange options.
Derivatives are initially recognised at fair value on the date a derivative contract is taken out. The Group
applies the provisions of IFRS 9 to account for hedges that meet the criteria for hedge accounting. When
a hedging transaction takes place the economic relationship between the hedging instrument and the
hedged item is documented in accordance with the requirements of IFRS 9.
All other derivative transactions are mainly used to hedge foreign currency risks in economic hedging
relationships and are classified as “held for trading” for accounting purposes and are remeasured at the
end of each reporting period at fair value through profit or loss. Gains and losses from the subsequent
measurement are either recognised in the result of treasury activities in banking business and similar
business or in net income from financial investments.
Cash flow hedges that qualify for hedge accounting
In 2021 we used cash flow hedge accounting to hedge the foreign exchange risk on highly likely
transactions as well as translation effects of intercompany monetary items. We also used cash flow
hedge accounting to hedge the interest rate risk of a highly probable securities issue by means of interest
rate swaps.
The effectiveness of the hedging relationship is assessed at the beginning and over the entire duration of
the hedging relationship to ensure that there is an economic relationship between the hedging
instrument and the hedged item. This entails establishing hedging transactions in which all the relevant
contractual parameters of the hedging instrument exactly match those of the hedged item.
Ineffectiveness may arise in the hedging of planned transactions if the timing of the planned transaction
changes compared with the original estimate. Ineffectiveness due to changes in our default risk or the
default risk of the counterparty to the hedging transaction is deemed to be negligible. Effectiveness is
measured regularly as at the reporting dates. The Group uses the hypothetical derivative method for this
purpose.
The effective portion of changes in the fair value of derivatives designated as cash flow hedges is shown
in the reserve for cash flow hedges as part of other comprehensive income; it is limited to the
cumulative absolute change in the hedged fair value of the hedged since the hedging transaction. Gains
or losses on the ineffective portion are recognised directly through profit or loss, either in the treasury
result of banking and similar business or in net income from financial investments. If forward contracts
are used to hedge planned transactions we designate the entire change in the fair value of the forward,
including the forward component, as a hedging instrument. In this case, the gains or losses from the
effective portion of the change in fair value for the entire future transaction are recognised in the reserve
for cash flow hedges as a component of equity. If the Group uses futures to hedge existing receivables
and liabilities, only the spot component of the future is designated. Gains or losses from the effective
portion of the change in the spot component of the future are shown in the reserve for cash flow hedges.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Changes in the forward component of the hedging instrument that relates to the hedged item are
considered to be hedging costs and shown separately in the reserve for hedging costs in other
comprehensive income. The fair value of the forward component not included in the hedging
relationship at the time it is designated is written off pro rata temporis over the period of the hedging
relationship. The amount written down is recycled from the reserve for hedging costs to profit or loss.
Cumulative amounts in the reserve for cash flow hedges are reclassified according to the following
methodology:
If the cash flow hedges serve to hedge a planned transaction, the amount from the hedging instrument
that has accumulated in other comprehensive income up to the acquisition date is derecognised from
the reserve and treated as part of the acquisition costs.
For cash flow hedges of existing receivables and liabilities, the amount that has accumulated in the
reserve for cash flow hedges is reclassified to profit or loss in the periods in which there are changes in
the hedged future cash flows recognised through profit or loss.
If this amount is a loss, however, and the assumption is that all or part of this loss cannot be recouped
in future periods, then this amount is recognised immediately through profit or loss.
When a hedging instrument expires or is sold or terminated, or when a hedge no longer meets the
criteria for hedge accounting, hedge accounting is discontinued. The hedging relationship continues,
however, if it was originally designated as a rolling hedge. If the expected transaction is deemed to be
highly probable, new hedging instruments are arranged to replace those that have expired. When the
forecast transaction is no longer expected to occur, the cumulative gain or loss and deferred costs of
hedging that were reported in equity are immediately reclassified to profit or loss.
Financial assets measured at fair value through other comprehensive income
This item comprises strategic investments which we have irrevocably elected to recognise at fair value
through other comprehensive income in this category at initial recognition. Fixed-income bonds allocated
to the “Hold and sell” business model are also presented at fair value through other comprehensive
income.
Composition of financial assets measured at fair value through other comprehensive income
Strategic investments
Listed debt instruments
Total
2021
€m
224.3
4.3
228.6
2020
€m
107.0
4.9
111.9
181
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
We do not pledge any of these financial assets as collateral. Debt securities amounting to €0.5 million
expired in 2021 (2020: €0.5 million). Debt securities amounting to €1.5 million were classified as
current as at 31 December 2021 (2020: €0.5 million); total impairments came to less than €0.1
million (2020: less than €0.1 million). Additions to this item came partly from follow-on investments of
€64.7 million and also from the reclassification of two strategic investments of €7.0 million, which were
previously accounted for using the equity method.
Amounts recognised in profit or loss and other comprehensive income
Gains/(losses) recognised in other comprehensive income
Strategic investments
Debt instruments
Total
Gains/(losses) recognised in profit or loss
Dividends related to investments derecognised during the period
Total
1) Of which €<0.1 million (2020: €0.1 million) are attributable to non-controlling interests.
2021
€m
49.7
0.11
49.8
0
0
2020
€m
25.5
0.3
25.8
0.3
0.3
The sale of a strategic investment resulted in a disposal of financial assets for €8.8 million
(2020: €12.5 million) and a resulting effect of €–4,9 million (2020: €0.1 million) recognised directly in
equity and transferred to the retained earnings. The sale of the strategic investment was due to its
acquisition by another company outside the Group.
Furthermore, there was a significant positive valuation effect of €39.0 million resulting from a strategic
investment.
182
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Financial assets and liabilities measured at amortised cost
Composition of financial assets at amortised cost
31 Dec 2021
31 Dec 2020
Trade receivables
of which expected losses
Other financial assets measured at
amortised costs
Non-current
Current
Total
Non-current
Current
€m
€m
€m
€m
0
0
969.4
969.4
– 8.8
– 8.8
0
0
€m
616.6
– 9.2
Total
€m
616.6
– 9.2
1,634.7
15,799.6
17,434.3
997.5
16,225.1
17,222.5
Fixed income securities
1,528.8
396.1
1,924.9
992.1
206.0
1,198.1
Reverse repo transactions
Balances on nostro accounts
Money market lendings
Customer overdrafts from settlement
business
Receivables from CCP balances
Margin calls
Other
of which expected losses
Restricted bank balances
Cash and other bank balances
0
0
0
0
0
0
105.9
– 0.4
0
0
4,274.3
4,274.3
1,905.4
1,905.4
7,440.3
7,440.3
531.6
531.6
1,189.3
1,189.3
6.7
55.9
0
6.7
161.8
– 0.4
78,542.0
78,542.0
1,029.6
1,029.6
0
0
0
0
0
0
5.4
– 0.3
0
0
6,176.7
6,176.7
2,252.4
2,252.4
6,440.0
6,440.0
267.7
675.6
156.6
50.0
0
267.7
675.6
156.6
55.4
– 0.3
38,420.1
38,420.1
1,467.3
1,467.3
Total
1,634.7
96,340.6
97,975.3
997.5
56,729.1
57,726.6
Debt securities amounting to €218.9 million expired in 2021 (2020: €609.6 million).
Amounts reported separately under liabilities as cash deposits by market participants are restricted. Such
amounts are mainly invested via bilateral or triparty reverse repurchase agreements and in the form of
overnight deposits at central banks and banks and shown as restricted bank balances. Government and
government-guaranteed bonds with an external credit rating of at least AA– are accepted as collateral for
the reverse repurchase agreements.
183
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Composition of financial liabilities at amortised cost
31 Dec 2021
31 Dec 2020
Non-current
Current
Total
Non-current
Current
Trade payables
€m
0
€m
€m
704.4
704.4
€m
0
€m
Total
€m
388.6
388.6
Other liabilities at amortised costs
3,539.9
15,914.3
19,454.2
3,474.4
14,630.0
18,104.4
Bonds issued
3,037.3
599.4
3,636.7
2,637.1
0
2,637.1
Deposits from securities settlement
business
Money market borrowings
Purchase price liabilities from business
combinations
Commercial Papers issued
Liabilities from CCP balances
Leasing liabilities
Bank overdrafts
Other
0
0
0
0
0
423.1
0
1,551.8
1,551.8
733.1
63.6
74.5
733.1
486.7
74.5
79.5
140.3
219.8
12,177.2
12,177.2
574.4
574.4
0
0
12,191.6
12,191.6
1,176.2
1,176.2
0
0
479.5
0
546.4
565.3
51.1
27.8
71.7
479.5
546.4
565.3
408.9
27.8
71.7
38,188.8
38,188.8
0
0
357.8
0
0
0
Cash deposits from market participants
0
78,292.5
78,292.5
Total
3,539.9
94,911.2
98,451.1
3,474.4
53,207.4
56,681.8
Deutsche Börse AG issued senior hybrid bonds with a nominal volume of €1,000.0 million in the
financial year to refinance an acquisition. The issue was divided into two tranches, with maturities of
five and ten years. The five-year bond pays interest of 0.00 per cent and the ten-year bond pays interest
of 0.125 per cent.
The financial liabilities recognised on the balance sheet were not secured by liens or similar rights as at
31 December 2021 or as at 31 December 2020.
Cash deposits by market participants
Composition of cash deposits by market participants
Liabilities from margin payments
to Eurex Clearing AG by clearing members
to European Commodity Clearing AG by clearing members
to Nodal Clear, LLC by clearing members
to European Energy Exchange AG by clearing members
Total
31 Dec 2021
€m
31 Dec 2020
€m
34,444.5
31,750.3
42,567.5
5,964.8
1,280.1
0.4
473.3
0.4
78,292.5
38,188.8
184
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Executive and Supervisory Boards
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Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Financial assets and liabilities measured at fair value through profit or loss
Financial instruments of the central counterparties
Eurex Clearing AG, European Commodity Clearing AG and Nodal Clear, LLC all act as central
counterparties:
Eurex Clearing AG guarantees the settlement of all transactions involving futures and options on Eurex
Germany. It also guarantees the settlement of all transactions for Eurex Repo (repo trading platform),
certain exchange transactions in equities on Frankfurter Wertpapierbörse (FWB, the Frankfurt Stock
Exchange). Eurex Clearing AG also guarantees the settlement of off-order-book trades entered for
clearing in the trading systems of the Eurex exchanges as well as Eurex Repo. In addition, Eurex
Clearing AG clears over-the-counter (OTC) interest rate derivatives and securities lending transactions,
where these meet the specified novation criteria.
European Commodity Clearing AG guarantees the settlement of spot and derivatives transactions at the
trading venues of EEX group and the connected partner exchanges.
Nodal Clear, LLC, as part of the Nodal Exchange Group, is a Derivatives Clearing Organisation (DCO)
registered in the United States and is the central counterparty for all transactions executed on Nodal
Exchange.
The transactions of the clearing houses are only executed between the respective clearing house and a
clearing member. Purchases and sales of equities and bonds via the Eurex Clearing AG central
counterparty are recognised and simultaneously derecognised at the settlement date. For products that
are marked-to-market (futures, options on futures, as well as OTC interest-rate derivatives), the clearing
houses recognise gains and losses on open positions of clearing members on each exchange day. By
means of the variation margin, profits and losses on open positions resulting from market price
fluctuations are settled on a daily basis. The difference between this and other margin types is that the
variation margin does not comprise collateral, but is a daily offsetting of profits and losses in cash.
Therefore, futures and OTC interest rate derivatives are not reported in the consolidated balance sheet.
“Traditional” options, for which the buyer must pay the option premium in full upon purchase, are
carried in the consolidated balance sheet at fair value. Receivables and liabilities from repo transactions
and from cash-collateralised securities lending transactions are classified as held for trading and carried
at fair value.
The fair values recognised in the consolidated balance sheet are based on daily settlement prices. These
are calculated and published by the clearing houses in accordance with the rules set out in the contract
specifications.
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
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Further information
Composition of financial instruments held by central counterparties
Repo transactions
Options
Others
Total
thereof non-current
thereof current
31 Dec 2021
€m
31 Dec 2020
€m
82,264.9
30,373.2
58,020.6
29,587.41
0
5.0
112,638.1
9,442.4
103,195.7
87,613.01
6,908.51
80,704.51
1) Due to a correction of the previous year's figures, non-current assets decreased by €26,2 million and current assets by €63,6 million.
Receivables and liabilities that may be offset against a clearing member are reported on a net basis.
Financial liabilities of €128,0 million (31 December 2020: €95.0 million) and financial assets of
€200.0 million (31.December 2020: €0.0 million) were eliminated because of intra-Group GC Pooling
transactions.
Other financial assets and liabilities at FVPL
Other financial assets and liabilities measured at fair value through profit or loss
Carrying amount 31 Dec 2021
Carrying amount 31 Dec 2020
Non-current
Current
Total Non-current
Current
Derivatives
Forward exchange transactions
designated as cash flow hedges
Interest rate swaps designated as cash
flow hedges
Foreign currency derivatives not
designated as hedges
Call options not designated in hedging
relationships
Other financial assets
Strategic investments
Fund units and debt securities
Contingent consideration
Total assets
Derivatives
Forward exchange transactions
designated as cash flow hedges
Foreign currency derivatives not
designated as hedges
Other financial liabilities
Contingent consideration
Total liabilities
€m
10.1
€m
€m
102.0
112.2
0.2
0.2
11.6
11.6
90.2
90.2
0
14.0
0
0
14.0
116.0
4.2
2.1
2.1
0.6
0.6
4.7
10.1
160.0
74.6
71.4
14.0
272.2
11.1
9.0
2.1
2.1
2.1
0
0
0
10.1
146.0
74.6
71.4
0
156.2
6.9
6.9
0
1.5
1.5
8.4
€m
0.2
0.2
0
0
0
42.2
0
42.2
0
42.4
1.5
€m
8.1
0
0
8.1
0
7.6
0.0
0
7.6
15.8
172.6
Total
€m
8.3
0.2
0
8.1
0
49.8
0.0
42.2
7.6
58.2
174.1
1.5
39.9
41.4
0
0
0
132.7
132.7
1.5
1.5
1.5
1.5
13.1
1.5
174.1
175.6
186
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
As at 31 December 2021 there were foreign currency derivatives not designated in hedges with a term
of less than eight months with a nominal amount of €3,419.2 million (31 December 2020: €2,524.2
million with a term of less than seven months). Thereof €2,359.1 million (31 December 2020: €510.3
million) is attributable to derivatives with a positive fair value and thereof €1,060.1 million
(31 December 2020: €2,013.9 million) is attributable to derivatives with a negative fair value. These
foreign currency derivatives were entered into mainly in order to convert USD amounts received into
euros for liquidity management purposes on the one hand and as an alternative to unsecured deposits
and loans on the other hand with the aim of hedging the unsecured counterparty risk as well as liquidity
risk in daily liquidity management.
Amounts recognised in profit or loss
Net gain/(loss) from derivatives not designated as hedges
Net gain/(loss) from cash flow hedges
Net gain/(loss) from other financial assets measured at fair value through profit or loss
Distributions from fund units
Net gain/(loss) from other financial liabilities measured at fair value through profit or loss
Total
Cash flow hedges that qualify for hedge accounting
2021
€m
15.6
– 1.4
59.1
0.3
1.4
75.0
2020
€m
38.6
– 0.2
9.4
0.8
1.8
50.4
We enter into cash flow hedges in various currencies to hedge existing or future transactions. The
hedged items included in hedge accounting are, on the one hand, intercompany loans in USD and CHF
and, on the other hand, a highly probable planned business acquisition in AUD. In addition, a highly
probable planned refinancing of a bond maturing in 2022 was designated in a cash flow hedge to hedge
the interest rate risk.
The effects of interest rate and foreign currency hedging instruments on the net assets, financial position
and results of operations are as follows:
Changes in value of the hedged items in cash flow hedges
Hedging foreign currency risks
Intra-group monetary foreign currency items
Planned acquisitions
Hedging interest rate risks
Planned refinancings
2021
€m
9.9
– 0.2
2020
€m
0.9
39.9
– 11.7
0
187
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Executive and Supervisory Boards
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Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Forward exchange contracts and foreign exchange swaps were concluded in USD, CHF and AUD and
are denominated in the same currency as the intercompany foreign currency transactions and the highly
probable future transactions. Therefore, the hedge ratio is 1:1. The foreign currency hedges in USD will
mature in 2024. The other foreign currency hedges and the interest rate hedges expire in 2022.
Hedging transactions in cash flow hedges
Currency risk
Foreign exchange swaps and forward exchange contracts
CHF
Nominal amount in CHFm
Carrying amount in €m
Hedge rate for hedging instruments
USD
Nominal amount in USDm
Carrying amount in €m
Weighted average hedge rate for hedging instruments
AUD
Nominal amount in AUDm
Carrying amount in €m
Hedge rate for hedging instruments
Interest rate risk
Interest rate swaps
Nominal amount €m
Carrying amount €m
Weighted average hedge rate for hedging instruments
2021
2020
56.3
– 2.3
1.08
436.3
1.3
1.08
340.8
1,421.8
– 7.4
1.16
16.0
0.2
1.56
600.0
11.6
0.14
39.9
1.20
0
0
0
0
0
0
The revaluation surplus for cash shown in other comprehensive income relates to the following hedging
instruments:
188
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Further information
Cash flow hedge reserve
Reserve for
cash flow
hedges forward
exchange
transactions
Reserve for
cash flow
hedges foreign
currency swaps
Reserve for
cash flow
hedges interest
rate swaps
Cost of hedging
reserve
Balance as at 1 Jan 2020
Change in fair value of hedging
instruments recognised in OCI
Hedging costs deferred and recognised in
OCI
Reclassification to profit or loss
Settlement
€m
0
0
– 0.3
0.2
0
€m
0
– 41.3
0
1.3
0
Balance as at 31 Dec 2020
– 0.1
– 39.9
€m
0.2
0
0
0
– 0.2
0
€m
0
0
0
0
0
0
Total
€m
0.2
– 41.3
– 0.3
1.5
– 0.2
– 40.1
Change in fair value of hedging
instruments recognised in OCI
Hedging costs deferred and recognised in
OCI
Reclassification to profit or loss
Settlement
Balance as at 31 Dec 2021
0
– 8.1
0.3
11.6
3.8
– 0.4
1.2
0.2
0.9
0
8.3
39.9
0.2
0
– 0.3
0
0
0
0
0
11.6
– 0.4
9.2
40.1
12.6
The separate amount in the cost of hedging reserve comprises the forward component of forward
contracts. The separated costs relate to over-time hedged items in the form of existing purchase price
obligations from company acquisitions.
Fair value hierarchy
The financial assets measured at fair value includes financial assets and liabilities at the following three
hierarchy levels:
Level 1: Financial instruments with a quoted price for identical assets and liabilities in an active
market.
Level 2: Financial instruments with no quoted prices for identical instruments on an active market and
whose fair value is determined using valuation methods based on observable market parameters.
Level 3: Financial instruments where the fair value is determined using one or more unobservable
significant inputs. This does not apply to listed equity instruments
There were no transfers between levels for recurring fair value measurements during the year under
review.
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Executive and Supervisory Boards
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Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Fair value hierarchy
Fair value as at
31 Dec 2021
thereof attributable to:
€m
Level 1
€m
Level 2
€m
Level 3
€m
ASSETS
Financial assets measured at fair value through other
comprehensive income (FVOCI)
Strategic investments
Debt instruments
Total
Financial assets measured at fair value through profit or
loss (FVPL)
Non-current financial instruments held by central
counterparties
Other non-current financial assets
Current financial instruments held by central
counterparties
Other current financial assets
Total
Total assets
LIABILITIES
Financial liabilities measured at fair value through profit or
loss (FVPL)
Non-current financial instruments held by central
counterparties
Other non-current financial liabilities
Current financial instruments held by central
counterparties
Other current financial liabilities at FVPL
Total liabilities
224.3
4.3
228.6
9,442.4
156.2
103,195.7
116.0
112,910.3
113,138.9
9,442.4
8.4
103,267.7
4.7
112,723.3
0
4.3
4.3
0
17.0
0
0
17.0
21.3
0
0
0
9,442.4
0
103,195.7
102.0
112,740.2
112,740.2
0
0
0
0
0
9,442.4
6.9
103,267.7
4.2
112,721.2
224.3
0
224.3
0
139.2
0
14.0
153.2
377.4
0
1.5
0
0.6
2.1
190
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Fair value hierarchy previous year
Fair value as at
31 Dec 2020
thereof attributable to:
€m
Level 1
€m
Level 2
€m
Level 3
€m
ASSETS
Financial assets measured at fair value through other
comprehensive income (FVOCI)
Strategic investments
Debt instruments
Total
Financial assets measured at fair value through profit or
loss (FVPL)
Non-current financial instruments held by central
counterparties
Other non-current financial assets
Current financial instruments held by central
counterparties
Other current financial assets
Total
Total assets
LIABILITIES
Financial liabilities measured at fair value through profit or
loss (FVPL)
Non-current financial instruments held by central
counterparties
Other non-current financial liabilities
Current financial instruments held by central
counterparties
Other current financial liabilities
Total liabilities
107.0
4.9
111.9
6,908.51
42.4
80,704.51
15.7
87,671.11
87,783.01
6,908.51
1.5
80,609.51
174.1
87,693.61
0
4.9
4.9
0
15.8
0
0
15.8
20.7
0
0
0
6,908.51
0.2
80,704.51
8.1
87,621.41
87,621.41
0
0
0
0
0
6,908.51
1.5
80,609.51
172.6
87,692.11
107.0
0
107.0
0
26.4
0
7.6
34.0
141.0
0
0
0
1.5
1.5
1) Due to a correction of the previous year’s figures non-current financial assets held by central counterparties decreased by €26.2 million and current financial assets
held by central counterparties by €63.6 million. The current and non-current liabilities oft the central counterparties decreased correspondingly.
The other non-current and current assets and liabilities included in the Level 2 hierarchy include foreign
currency forwards. The basis for measuring the market value of the foreign currency forwards is the
forward rate at the reporting date for the remaining term. They are based on observable market prices.
The basis for measuring the market value of financial instruments held by central counterparties are
market transactions for identical or similar assets on non-active markets and option pricing models
based on observable prices.
The following table shows the valuation techniques including the significant unobservable inputs used to
determine the fair value of financial instruments (FVPL) in Level 3.
191
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
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Further information
Measurement methods and inputs for the fair value hierarchy Level 3
Financial instrument
Measurement Method
Material unobservable inputs
Derivates
Internal Black-Scholes
option pricing
model
Value of equity
Volatility
Connection between
material unobser-
vable inputs and fair
value measurement
The estimated fair
value would go up
(down), if:
- the expected value
of the equity were
higher (lower)
- the volatility were
higher (lower)
Strategic investments
Adjusted prices for
assets on inactive
markets
Interests in institutional investment funds
Net asset value
n/a
n/a
Measurement by means of price
adjustments for assets on inactive markets
A descriptive sensitivity analysis is not
used here for this reason.
These investments include private equity
funds and alternative investments held
by Deutsche Börse Group They are valued
by the fund manager based on net asset
value. Net asset value is determined
using non-public information from the
respective private equity managers.
Deutsche Börse Group only has limited
insight into the specific inputs used by the
fund managers; a descriptive sensitivity
analysis is therefore not used here.
Contingent purchase price components
Discounted-cash flow-
model
Value of equity
The estimated fair
value would go up
(down), if:
- the expected value
of the equity were
higher (lower)
192
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
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Further information
The table below shows the reconciliation of the opening balance to the closing balance for Level 3 fair
values.
Changes in Level 3 financial instruments
Assets
Liabilities
Total
Balance as at 1 Jan 2020
Additions
Disposals
Reclassifications
Realised capital gains/(losses) recognised in profit or
loss
Other operating income
Unrealised capital gains/(losses) recognised in profit
or loss
Other operating income
Other operating expenses
Result from financial investments
Changes recognised in the revaluation surplus
Unrealised gains/(losses) from currency translation
recognised in equity
Balance as at 31 Dec 2020
Acquisitions from business combinations
Additions
Disposals
Reclassifications
Unrealised capital gains/(losses) recognised in profit
or loss
Other operating income
Result from financial investments
Changes recognised in the revaluation surplus
Unrealised gains/(losses) from currency translation
recognised in equity
Gains/(losses) recognised in equity
Financial assets
measured at fair
value through
profit or loss
Financial
liabilities
measured at fair
value through
profit or loss
Strategic
investments
€m
53.8
25.0
0
5.2
0
0
0
0
0
0
26.6
– 3.6
107.0
0
73.0
– 9.1
37.0
34.1
0
34.1
44.9
7.1
4.9
€m
17.5
14.5
– 0.9
– 6.7
0
0
9.6
7.6
– 0.3
2.3
0
0
34.0
0.8
40.4
– 12.8
0
16.1
6.4
9.8
0
0
0
€m
– 87.9
– 3.3
0
87.8
2.2
2.2
– 0.3
– 0.3
0
0
0
0
– 1.5
0
– 1.9
0
0
1.5
1.5
0
0
0
0
€m
– 16.7
36.2
– 0.9
86.3
2.2
2.2
9.3
7.3
– 0.3
2.3
26.6
– 3.6
139.4
0.8
111.5
– 21.9
37.0
51.7
7.8
43.8
44.9
7.1
4.9
Balance as at 31 Dec 2021
298.9
78.6
– 1.9
375.4
The unobservable inputs can generally consist of a range of values that are considered probable. The
sensitivity analysis determines the fair values of the financial instruments using input factors that lie at
the lower or upper limit of the possible range. The fair values of the financial instruments in Level 3
would change as follows using these inputs:
193
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
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Further information
Sensitivity analysis of the financial assets and financial liabilities allocated to Level 3 depending
on unobservable input parameters.
Fair value change
Change input paramter1
Increase
Decrease
Financial assets
Derivatives
Financial liabilities
Expected value of equity (10% change)
Volatility (10% change)
€m
5.5
3.0
€m
– 3.8
– 2.7
Contingent consideration
Value of equity (10% change)
7.6
– 15.3
1) A possible change in one of the significant unobservable input factors with the other input factors remaining unchanged would have the effects shown in the table
above.
The fair values of the other financial assets and liabilities not measured at fair value were determined as
follows:
The financial assets measured at amortised cost held by Deutsche Börse Group include debt instruments
with a fair value of €1,914.7 million (31 December 2020: €1,205.0 million ). The fair value of the
debt instruments was determined by reference to published price quotations in an active market. The
securities were allocated to Level 1.
The bonds issued by Deutsche Börse Group have a fair value of €3,722.9 million (31 December 2020:
€2,784.0 million) and are disclosed under liabilities measured at amortised cost. The fair value of such
instruments is based on the debt instruments’ quoted prices. Due to insufficient market liquidity, the
debt securities were allocated to Level 2.
The financial instrument’s carrying amount represents a reasonable approximation of fair value for all
other positions.
194
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Further information
Offsetting financial instruments
Gross presentation of offset financial instruments held by central counterparties
Gross amount of financial
instruments
Gross amount of offset financial
instruments
Net amount of financial
instruments
31 Dec 2021
31 Dec 2020
31 Dec 2021
31 Dec 2020
31 Dec 2021
€m
€m
€m
€m
€m
31 Dec 2020
€m
Financial assets from repo
transactions
Financial liabilities from repo
transactions
Financial assets
from options
Financial liabilities
from options
126,856.4
81,173.2
– 44,591.5
– 23,152.6
82,264.9
58,020.6
– 126,928.4
– 81,078.2
44,591.5
23,152.6
– 82,336.9
– 57,925.6
108,810.4
78,015.01
– 78,437.2
– 48,427.6
30,373.2
29,587.41
– 108,810.4
– 78,015.01
78,437.2
48,427.6
– 30,373.2
– 29,587.41
1) Due to a correction of the previous year's figures, the gross amounts and thus also the net amounts of financial assets from options decreased by € 89.7 million.
The financial liabilities from options decreased correspondingly.
Cash or securities held as collateral by central counterparties
As the clearing houses of the Deutsche Börse Group guarantee the settlement of all traded contracts,
they have established multi-level collateral systems. The central pillar of the collateral systems is the
determination of the overall risk per clearing member (margin) to be covered by cash or securities
collateral. Losses calculated on the basis of current prices and potential future price risks are covered up
to the date of the next collateral payment.
In addition to these daily collateral payments, each clearing member must make contributions to the
respective default fund (for further details, see section risk management in the combined management
report). Cash collateral is reported in the consolidated balance sheet under “cash deposits by market
participants” and the corresponding amounts under “restricted bank balances”.
Securities collateral is generally not derecognised by the clearing member providing the collateral, as the
opportunities and risks associated with the securities are not transferred to the secure party. Recognition
at the secure party is only permissible if the clearing member providing the transfer is in default
according to the underlying contract.
The aggregate margin calls based on the executed transactions and default fund requirements after
haircuts was €109,657.0 million as at the reporting date (2020: €62,467.3 million). Collateral
totalling €126,842.0 million (2020: €79,747.6 million) was actually deposited.
195
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Executive and Supervisory Boards
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Further information
Composition of collateral held by central counterparties
Cash collateral (cash deposits)1, 3
Securities and book-entry securities collateral2, 3
Total
1) The amount includes the clearing fund totalling €5,943.5 million (2019: € 4,600.8 million).
2) The amount includes the clearing fund totalling €2,995.7 million (2019: € 2,294.1 million).
3) The collateral value is determined on the basis of the fair value less a haircut
31 Dec 2021
€m
31 Dec 2020
€m
78,250.7
38,193.0
48,591.2
41,554.6
126,842.0
79,747.6
13. Contract balances
The Group has recognised the following other contract assets and liabilities:
Contract balances
Contract costs
Non-current contract costs
Current contract costs
Total
Contract liabilities
Long-term contract liabilities
Short-term contract liabilities
Total
31 Dec 2021
€m
2.9
1.2
4.1
15.1
136.3
151.4
31 Dec 2020
€m
0
0
0
13.8
30.5
44.3
Contract costs are “incremental costs of obtaining a contract” within the meaning of IFRS 15 and include
sales commissions. The Group only recognises the costs of obtaining a contract as an asset for multi-
year contracts. The recognised costs are amortised in line with revenue recognition. Total amortisation
came to €1.6 million in 2021 (2020: €0 million) and is shown in the consolidated income statement
under depreciation, amortisation and impairment losses. Other contract assets are presented in the
consolidated statement of financial position in “Other non-current assets” and “Other current assets”.
Contract liabilities are generally advance payments by customers for performance obligations that have
not yet been satisfied in full. The increase in contract liabilities mainly results from changes in the basis
of consolidation amounting to €117.3 million. The €34.4 million included in contract liabilities as at 31
December 2020 (2020: €30.0 million) was recognised as revenue in 2021. Contract liabilities are
presented in the consolidated statement of financial position in “Other non-current liabilities” and “Other
current liabilities”.
196
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
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Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
The total transaction price allocated to performance obligations that have not been satisfied in full as at
31 December 2021 for multi-year contracts that are not invoiced on a variable basis as performance
obligations are satisfied is €148.3 million. We anticipate that €75.5 million of the transaction price will
be recognised as revenue in the next reporting period. The remaining €72.7 million will be recognised in
subsequent financial years.
14. Other current assets
Composition of other current assets
Other receivables from CCP transactions (commodities)
Prepaid expenses
Tax receivables (excluding income taxes)
Interest receivables on taxes
Crypto assets
Miscellaneous
Total
31 Dec 2021
€m
31 Dec 2020
€m
2,477.0
414.3
93.0
47.8
15.3
6.3
36.2
67.6
28.9
26.6
0
10.7
2,675.6
548.1
The increase in other current assets results almost exclusively from the increase in other receivables from
the CCP business in connection with physical commodity deliveries not yet settled on the spot markets,
which were subject to high volatility at year-end 2021. Other current liabilities also increased
correspondingly, see Note 20. These receivables do not belong to the financial assets, as the claims do
not include receipts of cash or cash equivalents but claims on physical deliveries of commodities.
15. Equity
Changes in equity are presented in the consolidated statement of changes in equity. As at 31 December
2021 the number of no-par value registered shares of Deutsche Börse AG in issue was 190,000,000
(31 December 2020: 190,000,000).
Subject to the agreement of the Supervisory Board, the Executive Board is authorised to increase the
subscribed share capital by the following amounts:
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Remuneration Report
Further information
Composition of authorised share capital
Date of
authori
sation by the
shareholders Expiry date
Number
shares
Existing shareholders’ pre-emptive rights may be disapplied for
fractioning and/or may be disapplied if the share issue is:
Authorised share
capital I1
Authorised share
capital II1
Authorised share
capital III1
Authorised share
capital IV2
19,000,000 19 May 2021 18 May 2026 n/a
19,000,000 19 May 2020 18 May 2025 for cash at an issue price not significantly lower than the stock
exchange price, up to a maximum amount of 10 per cent of
the nominal capital.
against non-cash contributions for the purpose of acquiring
companies, parts of companies, interests in companies or
other assets.
19,000,000 19 May 2020 18 May 2024 n/a
6,000,000 17 May 2017 16 May 2022 n/a
1) Shares may only be issued, excluding shareholders’ pre-emptive subscription rights, provided that the aggregate amount of new shares issued excluding
shareholders' pre-emptive rights during the term of the authorisation (including under other authorisations) does not exceed 20 per cent of the issued share capital.
2) Shares may only be issued, excluding shareholders’ pre-emptive subscription rights, provided that the aggregate amount of new shares issued excluding shareholders' pre-
emptive rights during the term of the authorisation (including under other authorisations) does not exceed 10 per cent of the issued share capital.
Contingent capital
By resolution of the Annual General Meeting of 8 May 2019, the Executive Board is authorised, subject
to the consent of the Supervisory Board, to issue in the period until 7 May 2024 on one or several
occasions convertible bonds and/or warrant-linked bonds or a combination of such instruments with a
total principal amount of up to €5,000,000,000 with or without a limited term and to grant holders or
creditors of such bonds conversion or option rights, respectively, to acquire new no-par value registered
shares in Deutsche Börse AG representing a notional interest in the share capital of up to €17,800,000
as stipulated in the terms and conditions of convertible bonds or the terms and conditions of the
warrants attaching to the warrant-linked bonds.
The Executive Board is authorised, subject to the consent of the Supervisory Board, to exclude the
subscription rights of the shareholders in relation to bonds with conversion or option rights to acquire
shares in Deutsche Börse AG in the following cases: (i) to avoid fractional amounts, (ii) when the issue
price of a bond is not materially below the theoretical fair value determined in accordance with
recognised financial techniques and the total number of shares attributable to these bonds does not
exceed 10 per cent of the share capital, (iii) to grant the holders of conversion or option rights to shares
of Deutsche Börse AG subscription rights to offset any dilutive effects to the same extent as they would
be entitled to receive after exercising these rights.
The bonds may also be issued by companies based in Germany or abroad that are affiliated with
Deutsche Börse AG within the meaning of sections 15 ff. Aktiengesetz (AktG, German Stock Corporation
Act). Accordingly, the share capital was contingently increased by up to €17,800,000 (contingent
capital 2019). To date, the authorisation to issue convertible bonds and/or bonds with warrants has not
been exercised.
There were no further subscription rights to shares as at 31 December 2021 or 31 December 2020.
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Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Revaluation surplus
Revaluation surplus
Balance as at 1 Jan 2020 (gross)
Changes from defined benefit
obligations
Fair value measurement
Balance as at 31 Dec 2020 (gross)
Changes from defined benefit
obligations
Changes from share-based
payments
Fair value measurement
Balance as at 31 Dec 2021 (gross)
Deferred taxes
Balance as at 1 Jan 2020
Additions
Reversals
Balance as at 31 Dec 2020
Reversals
Balance as at 31 Dec 2021
Balance as at 1 Jan 2020 (net)
Balance as at 31 Dec 2020 (net)
Share-based
payments
€m
0
0
0
0
0
1.3
0
1.3
0
0
0
0
0
0
0
0
Balance as at 31 Dec 2021 (net)
1.3
Equity
investments
measured
at FVOCI
Cash flow
hedges
Defined benefit
obligations
€m
6.1
0
25.7
31.8
0
0
52.2
84.0
– 1.8
0
– 7.5
– 9.3
– 13.0
– 22.3
4.3
22.5
61.7
€m
0.2
€m
Other
€m
Total1
€m
– 219.2
– 1.2 – 214.1
0
– 25.2
– 0.4
– 25.6
– 40.3
– 40.1
0
0
52.7
12.6
– 0.1
0.2
0
0.1
– 3.5
– 3.4
0
0
– 14.6
– 244.4
– 1.6 – 254.3
60.8
0.1
60.9
0
0
0
0
1.3
104.9
– 183.6
– 1.5
– 87.2
59.9
6.9
0
0.3
0.1
58.3
7.2
0
– 7.5
66.8
0.4
58.0
– 16.0
0
– 32.5
50.8
0.4
25.5
0.1
– 159.3
– 0.9 – 155.8
– 40.0
– 177.6
– 1.2 – 196.3
9.2
– 132.8
– 1.1
– 61.7
1) The position recognition of hidden reserves from fair value measurement, which was included in the previous year, was retroactively allocated to the retained earnings.
Retained earnings
The “retained earnings” item includes exchange rate differences amounting to €133.9 million
(2020: €–98.3 million).
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Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
16. Shareholders’ equity and appropriation of net profit of Deutsche Börse AG
The annual financial statements of the parent company Deutsche Börse AG, prepared as at
31 December 2021 in accordance with the provisions of Handelsgesetzbuch (HGB, the German
Commercial Code), report net profit for the period of €943.3 million) (2020: €1,161.9 million) and
equity of €3,919.9 million (2020: €3,511.8 million). In 2021, Deutsche Börse AG distributed
€550.6 million (€3.00 per share) from distributable profit for the previous year.
Proposal on the appropriation of the unappropriated surplus
Net profit for the period
Appropriation to other retained earnings in the annual financial statements
Unappropriated surplus
Proposal by the Executive Board:
Distribution of a regular dividend to the shareholders of €3.20 per share for 183,618,782 no-par value shares carrying
dividend rights
Appropriation to retained earnings
31 Dec 2021
€m
943.3
– 323.3
620.0
587.6
32.4
No-par value shares carrying dividend rights
Number of shares issued as at 31 December
Number of treasury shares as at the reporting date
Number of shares outstanding as at 31 December
31 Dec 2021
31 Dec 2020
Number
Number
190,000,000
190,000,000
– 6,381,218
– 6,478,743
183,618,782
183,521,257
The proposal on the appropriation of distributable profit reflects treasury shares held directly or indirectly
by the company that do not carry dividend rights under section 71b Aktiengesetz (AktG, the German
Stock Corporation Act). The number of shares carrying dividend rights can change until the Annual
General Meeting through the repurchase or sale of further treasury shares. In this case, with a dividend
of €3.20 per eligible share, an amended resolution for the appropriation of distributable profit will be
proposed to the Annual General Meeting.
17. Provisions for pensions and other employee benefits
Defined benefit pension plans
Provisions for pensions and similar obligations are measured using the projected unit credit method on
the basis of actuarial reports. Calculating the present value requires certain actuarial assumptions (e.g.
discount rate, staff turnover rate, salary and pension trends) to be made. The current service cost and
the net interest expense or income for the subsequent period are calculated on the basis of these
assumptions.
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
The fair value of the plan assets is deducted from the present value of the pension obligations, if
necessary taking into account the regulations on the upper limit of the value of plan assets in excess of
the obligation (so-called asset ceiling), so that the net pension obligation or the asset value from the
defined benefit plans results.
Net interest expense for the financial year is calculated by applying the discount rate determined at the
beginning of the financial year to the net defined benefit liability determined as at that date.
The relevant discount rate is determined by reference to the return on long-term corporate bonds with a
rating of at least AA (Moody’s Investors Service, S&P Global Ratings, Fitch Ratings and DBRS) on the
basis of the information provided by Bloomberg and a maturity that corresponds approximately to the
maturity of the pension obligations. Moreover, the bonds must be denominated in the same currency as
the underlying pension obligation. Measurement of the pension obligations in euros is based on a
discount rate which is determined according to the adjusted “GlobalRate:Link” methodology from the
advisory company Willis Towers Watson, updated in line with the current market trend.
The actuarial gains or losses and the difference between the expected and the actual return or loss on
plan assets are recognised in other comprehensive income in the revaluation surplus. They result from
changes in expectations with regard to life expectancy, pension trends, salary trends and the discount
rate.
Other long-term benefits for employees and members of executive boards (e.g. total disability pension,
transitional payments) are also measured using the projected unit credit method. Actuarial gains and
losses and past service cost are recognised immediately and in full through profit or loss.
The defined benefit obligations of the companies of Deutsche Börse Group relate primarily to final salary
arrangements and pension plans based on capital components, which guarantee employees a choice of
either lifelong pensions or capital payments on the basis of the final salary paid. Deutsche Börse Group
uses external trust solutions to cover some of its pension obligations.
Net liability of defined benefit obligations
Germany
Luxembourg
Other
31 Dec 2021
€m
513.8
€m
83.9
€m
65.4
€m
663.1
31 Dec 2020
€m
666.7
Total
Total
Present value of defined benefit
obligations that are at least partially
funded
Fair value of plan assets
– 414.1
– 63.8
– 55.2
– 533.1
– 464.4
Funded status
Present value of unfunded obligations
Net liability of defined benefit
obligations
99.7
4.8
104.5
20.1
0.6
20.7
10.2
0.1
10.3
130.0
5.5
135.5
202.3
5.5
207.8
Amount recognised in the balance sheet
104.5
20.7
10.3
135.5
207.8
201
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
The defined benefit plans comprise a total of 4,156 beneficiaries (2020: 2,882). The present value of
defined benefit obligations can be allocated to the beneficiaries as follows:
Allocation of the present value of the defined benefit obligation to the beneficiaries
Eligible current employees
Former employees with vested
entitlements
Pensioners or surviving dependants
Total
Total
Total
Germany
Luxembourg
Other
31 Dec 2021
€m
216.1
184.5
118.4
519.0
€m
74.9
9.1
0.6
84.6
€m
62.1
0
2.9
65.0
€m
353.1
193.6
121.9
668.6
31 Dec 2020
€m
347.0
206.8
118.4
672.2
Essentially, the retirement benefits encompass the following retirement benefit plans:
Executive boards of Group companies (Germany and Luxembourg)
Individual commitment plans exist for executive board members of certain Group companies; they are
based on the plan for executives described in the second paragraph below, i.e. in each calendar year the
company provides an annual contribution to a capital component calculated in accordance with actuarial
principles. The benefit assets equal the total of the acquired capital components of the individual years
and are converted into a lifelong pension once the benefits fall due. In addition, retirement benefit
agreements are in place with members of the executive boards of Group companies, under which they
are entitled to pension benefits upon reaching the age of 63 and following reappointment. When the
term of office began, the replacement rate was 30 per cent of individual pensionable income. It rose by
5 percentage points with each reappointment, up to a maximum of 50 per cent of pensionable income.
Germany
There is an employee-funded deferred compensation plan for employees of certain Deutsche Börse
Group companies in Germany who joined prior to 1 January 2019. Under this plan, it is possible to
convert portions of future remuneration entitlements into benefit assets of equal value which bear
interest of 6 per cent p.a. The benefits consist of a capital payment made in equal annual instalments
over a period of three years upon the reaching the age of 65 or at an earlier date due to disability or
death.
In the period from 1 January 2004 to 30 June 2006, executives in Germany were offered the
opportunity to participate in the following pension system based on capital components: the benefit is
based on annual income received, composed of fixed annual salary and the variable remuneration. Every
year, participating Group companies provide for an amount that corresponds to a certain percentage of
the pensionable income. The participating companies provide an amount corresponding to a specific
percentage of this eligible income every year. This amount is multiplied by a capitalisation factor
depending on age, resulting in the annual capital component. The benefit assets equal the total of the
acquired capital components of the individual years and are converted into a lifelong pension once the
benefits fall due. This benefit plan was closed to new staff on 30 June 2006; the executives who were
employed in the above period can continue to earn capital components.
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
As part of adjustments to the remuneration systems to bring them into line with supervisory
requirements contracts were adjusted for some executives. For executives affected, whose contracts
allowed for the inclusion of only the income received and the variable remuneration above the upper
limit of the contribution assessment as pensionable income, the pensionable income was determined on
the basis of income received from the year 2016. This is adjusted annually to account for the increase of
the cost of living according to the consumer price index for Germany as issued by the Federal Statistical
Office. For executives affected, whose capital components were calculated on the basis of income
received, without observing the upper limit of the contribution assessment, an amount has been
determined that will be reviewed annually and adjusted if necessary, by the Supervisory Board, taking
any changes in circumstances in terms of income and purchasing power into account.
Luxembourg
The defined benefit pension plan in favour of Luxembourg employees is funded by means of cash
contributions to an “association d'épargne pension” (ASSEP) organised in accordance with Luxembourg
law. The benefits consist of a one-off capital payment, which is generally paid upon reaching the age of
65. Employees receive an annual account statement showing their current balance. The pension plan
does not pay any benefits in the event of death or disability. Contributions to the ASSEP are funded in
full by the participating companies. The contributions are determined annually on the basis of actuarial
opinions in accordance with Luxembourg law.
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Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Changes in net defined benefit obligations
Present value of
obligations
Fair value of plan
Total
assets
Balance as at 1 Jan
Current service cost
Interest expense/(income)
Past service cost
2021
€m
2020
€m
2021
2020
€m
€m
2021
€m
672.2
621.6
– 464.4
– 428.2
207.8
27.9
26.2
0
0
27.9
4.7
0
6.0
0.3
– 3.3
– 4.1
0
0
1.4
0
2020
€m
157.2
26.2
1.9
0.3
32.6
32.5
– 3.3
– 4.1
29.3
28.4
Remeasurements
Return on plan assets, excluding amounts
already recognised in interest income
Adjustments to demographic assumptions
0
– 2.3
0
0
Adjustments to financial assumptions
– 38.0
25.1
Experience adjustments
– 0.9
– 5.8
Effect of exchange rate differences
2.7
0.1
– 1.6
– 41.2
19.3
– 20.2
– 20.2
6.0
– 20.2
0
0
0
0
0
0
6.0
0
– 2.3
– 38.0
– 0.9
– 61.4
1.1
6.0
0
25.1
– 5.8
25.3
0.1
Contributions:
Employers
Plan participants
Benefit payments
Withdrawal from plan assets
Settlements
Tax and administration costs
Reclassification to “Held for Sale”
Changes in the basis of consolidation
0
1.4
0
0.9
– 1.4
– 0.9
– 42.9
– 43.6
– 42.9
– 43.6
– 8.7
– 13.5
8.7
13.5
0
0
– 0.7
– 0.6
11.0
0
0
– 0.8
0
0
0
1.3
0.3
0
0
1.4
0
12.1
– 9.8
– 8.5
0.0
0.0
0
0
0.6
– 0.3
1.2
0
0
0
0
0.6
0
3.6
Balance as at 31 Dec
668.6
672.2
– 533.1
– 464.4
135.5
207.8
In the 2021 financial year, employees converted a total of €5.0 million (2020: €4.8 million) of their
variable remuneration into deferred compensation benefits.
Assumptions
Provisions for pension plans and other employee benefits are measured annually at the reporting date
using actuarial techniques. The assumptions for determining the actuarial obligations for the pension
plans differ according to the individual conditions in the countries concerned and are shown in the
following table:
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Actuarial assumptions
31 Dec 2021
31 Dec 2020
Discount rate
Salary growth
Pension growth
Staff turnover rate1
1) Up to the age of 50, afterwards 0 per cent
Germany
%
Luxembourg
%
Germany
%
Luxembourg
%
1.10
3.00
2.00
2.00
1.10
3.30
n/a
2.00
0.70
3.00
1.90
2.00
0.70
3.30
n/a
2.00
In Germany, the “2018 G” mortality tables (generation tables) developed by Prof Klaus Heubeck are
used. For Luxembourg, generation tables of “Institut national de la statistique et des études économiques
du Grand-Duché de Luxembourg“ are used.
Sensitivity analysis
The sensitivity analysis presented in the following considers the change in one assumption of the main
plans in Germany and Luxembourg at a time, leaving the other assumptions unchanged from the original
calculation, i.e. possible correlation effects between the individual assumptions are not taken into
account.
Sensitivity of defined benefit obligation
Change in actuarial assumption
Effect on defined benefit obligation
Present value of the obligation
Discount rate
Increase by 1.0 percentage point
Salary growth
Increase by 0.5 percentage points
Reduction by 1.0 percentage point
Reduction by 0.5 percentage points
Pension growth
Increase by 0.5 percentage points
Reduction by 0.5 percentage points
Life expectancy
Increase by one year
Reduction by one year
2021
2020
Defined benefit
obligation
€m
603.1
519.2
707.9
613.5
593.4
615.3
591.4
621.0
584.6
Change
%
–
–13.9
17.4
1.7
–1.6
2.0
–1.9
3.0
–3.1
Defined benefit
obligation
€m
630.6
537.8
746.9
642.1
619.3
643.8
617.2
650.1
609.9
Change
%
–
–14.7
18.4
1.8
–1.8
2.1
–2.1
3.1
–3.3
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Composition of plan assets
Germany
In Germany, plan assets are held by a trustee in safekeeping for individual companies of the Group and
for the beneficiaries. At the company’s instruction, the trustee uses the funds transferred to acquire
securities, without any consulting by the trustee. The contributions are invested in accordance with an
investment policy, which may be amended by the companies represented in the investment committee.
The trustee may refuse to carry out instructions if they are in conflict with the fund’s allocation rules or
the payment provisions. In accordance with the investment policy, a value preservation mechanism is
applied; investments can be made in different asset classes.
Luxembourg
In Luxembourg, the Board of Directors of the Clearstream Pension Fund is responsible for determining
the investment strategy, with the aim of maximising returns in relation to a benchmark. This benchmark
is 75 per cent derived from the return on five-year German federal government bonds and 25 per cent
from the return on the EURO STOXX 50 Index. According to the investment policy, the fund may only
invest in fixed-income and variable-rate securities, as well as listed investment fund units; it may hold
cash, including in the form of money market funds.
Composition of plan assets
31 Dec 2021
31 Dec 2020
Bonds
Government bonds
Multilateral development banks
Corporate bonds
Derivatives
Stock index futures
Interest rate futures
Investment funds
Total listed
Qualifying insurance policies
Cash
Total not listed
Total plan assets
€m
402.9
241.2
144.4
17.3
2.8
3.0
–0.2
31.2
436.9
42.8
53.3
96.2
%
75.6
0.5
5.9
82.0
8.0
10.0
18.0
€m
349.9
211.5
0
138.4
3.0
2.9
0.1
28.1
381.0
31.8
51.6
83.4
%
75.3
0.6
6.1
82.0
6.8
11.1
18.0
533.1
100.0
464.4
100.0
As at 31 December 2021 the plan assets did not include any financial instruments of the Group (2020:
zero). Neither did they include any properties or other assets used by companies in Deutsche Börse
Group.
Risks
In addition to the general actuarial risks, the risks associated with the defined benefit obligations relate
especially to financial risks in connection with the plan assets, including in particular counterparty credit
and market risks.
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Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Market risk
The return on plan assets is assumed to be the discount rate determined on the basis of corporate bonds
with an AA rating. If the actual rate of return on plan assets is lower than the discount rate used, the net
defined benefit liability increases accordingly. If volatility is low, the actual return is further expected to
exceed the return on corporate bonds with a good rating in the medium to long term. The level of the net
liability is influenced by the discount rates in particular, whereby the current low interest rates contribute
to a relatively high net liability. We consider the share price risk resulting from derivative positions in
equity index futures in the plan assets to be appropriate. The company bases its assessment on the
expectation that the overall volume of payments from the pension plans will be manageable in the next
few years, that the total amount of the obligations will also be manageable and that it will be able to
meet these payments in full from operating cash flows. Any amendments to the investment policy take
into account the duration of the pension obligation as well as the expected payments over a period of ten
years.
Inflation risk
Possible inflation risks that could lead to an increase in defined benefit obligations exist because some
pension plans are final salary plans or the annual capital components are directly related to salaries, i.e.
a significant increase in salaries would lead to an increase in the benefit obligation from these plans. In
Germany, however, there are no contractual arrangements with regard to inflation risk for these pension
plans. An interest rate of 6 per cent p.a. has been agreed for the employee-financed deferred
compensation plan; the plan does not include any arrangements for inflation, so that it has to be
assumed that there will be little incentive for employees to contribute to the deferred compensation plan
in times of rising inflation. In Luxembourg, salaries are adjusted for the effects of inflation on the basis of
a consumer price index no more than once a year; this adjustment leads to a corresponding increase in
the benefit obligation from the pension plan. Since the obligation will be met in the form of a capital
payment, there will be no inflation-linked effects once the beneficiary reaches retirement age.
Duration and expected maturities of the pension obligations
The weighted duration of the pension obligations as at 31 December 2021 is 15.6 years
(2020: 16.6 years).
Expected maturities of undiscounted pension payments
Less than 1 year
Between 1 and 2 years
Between 2 and 5 years
More than 5 years up to 10 years
Total
Expected pension payments1
31 Dec 2021
€m
16.7
13.5
57.0
161.6
248.8
31 Dec 2020
€m
15.7
15.6
50.1
144.6
226.0
1) The expected payments in Swiss francs were translated into euros at the relevant closing rate on 31 December.
The expected costs of defined benefit plans (excluding service cost for deferred compensation) amount to
approximately €15.2 million plus €1.5 million for the net interest expense.
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Executive and Supervisory Boards
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Remuneration Report
Further information
Defined contribution pension plans and multi-employer plans
Defined contribution plans
There are defined contribution plans as part of the occupational pension system using pension funds
and similar pension institutions. In addition, contributions are paid to the statutory pension insurance
scheme. The level of contributions is normally determined in relation to income. As a rule, no provisions
are recognised for defined contribution plans. The contributions paid are reported as pension expenses
in the year of payment. There are defined contribution pension plans for employees in several countries.
In addition, the employer pays contributions to employees’ private pension funds.
During the reporting period, the costs associated with defined contribution plans amounted to
€43.5 million (2020: €37.0 million).
Multi-employer plans
Amongst other financial institutions, several Deutsche Börse Group companies are member institutions
of BVV Versicherungsverein des Bankgewerbes a.G., a pension insurance provider with registered office
in Berlin. Employees and employers make regular contributions, which are used to provide guaranteed
pension plans and a potential surplus. The contributions to be made are derived from contribution rates
applied to active employees’ monthly gross salaries, taking into account specific financial thresholds.
Member institutions have a subsidiary liability for the fulfilment of BVV’s agreed pension benefits.
However, we consider the risk that this liability will be invoked as remote. Given that BVV membership is
governed by several Works Council Agreements, membership termination is subject to certain conditions.
The notice period is specified in the BVV constitution. The subsidiary liability for the reached entitlement
of each employee remains with the employer after the membership termination. Deutsche Börse Group
considers BVV pension obligations as multi-employer defined benefit pension plans. However, we
currently lack information regarding the allocation of BVV assets to individual member institutions and
the respective beneficiaries. Moreover, we do not know Deutsche Börse Group’s actual share in BVV’s
total obligations. This plan is therefore shown in the Group’s financial reporting as a defined contribution
plan. On the basis of current information published by BVV there is no shortfall that could affect the
future contributions payable by the Group. Deutsche Börse group is not liable for other BVV members’
obligations.
EPEX Netherlands B.V. participates in the ABP pension fund within the EEX subgroup. Participation is
mandatory for all employees. Employer contributions are calculated by ABP and adjusted, if necessary.
Since the allocation of assets to member institutions and beneficiaries is not possible, this pension plan
can also be presented only as a defined contribution plan.
During the reporting period, the costs associated with designated multi-employer plans, amounted to
€10.3 million (2020: €10.0 million). In 2022 we expect to make contributions to multi-employer plans
amounting to around €10.2 million.
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Remuneration Report
Further information
Other long-term employee benefits
Other long-term employee benefits
Pensions obligations (IHK)
Jubilee
Total
31 Dec 2021
€m
7.7
6.0
13.7
31 Dec 2020
€m
8.5
6.2
14.6
The obligation arising from partial retirement agreements is reported under other current assets, as the
allocated plan assets exceed the corresponding liability.
18. Share-based payment
Deutsche Börse Group operates the Group Share Plan (GSP), the Stock Bonus Plan (SBP), the Co-
Performance Investment Plan (CPIP), the Performance Share Plan (PSP) and the Management Incentive
Programme (MIP) as well as the Long-term Sustainable Instrument (LSI) and the Restricted Stock Units
(RSU), which provide share-based payment components for employees, senior executives and executive
board members.
Stock Bonus Plan (SBP)
The SBP is open to senior executives of Deutsche Börse AG and its participating subsidiaries. It grants a
long-term remuneration component in the form of so-called SBP shares. These are generally accounted
for as share-based payments for which Deutsche Börse AG has a choice of settlement in cash or equity
instruments for certain tranches. Tranches due in previous years were each settled in cash. In the
reporting period, the company established an additional tranche of the SBP for senior executives who
are not risk takers. In order to participate in the SBP, a beneficiary must have earned a bonus. The
awards are settled in cash and the SBP shares are measured as cash-settled share-based payment
transactions. The cost of the options is estimated using an option pricing model (fair value
measurement) and recognised in staff costs in the consolidated income statement.
The number of stock options is determined by the amount of the individual and performance-based SBP
bonus for the financial year, divided by the average share price (Xetra closing price) of Deutsche Börse
AG’s shares in the fourth quarter of the financial year in question. Neither the converted SBP bonus nor
the stock options are paid at the time the bonus is determined. Rather, the entitlement is generally
received three years after the grant date (the "waiting period"). Within this period, beneficiaries cannot
assert shareholder rights (in particular, the rights to receive dividends and attend the Annual General
Meeting). Once they have met the condition of service, the beneficiaries’ claims resulting from the SBP
are calculated on the first trading day following the last day of the waiting period. The current market
price at that date (closing auction price of Deutsche Börse shares in electronic trading on the Frankfurt
Stock Exchange) is multiplied by the number of stock options. Stock options are settled in cash.
209
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Evaluation of the SBP
To determine the fair value of the stock options the intrinsic value of the additional pro rata stock options
is calculated, which also includes an expectation about future dividend payments.
Valuation of SBP shares
Tranche
Balance at
31 Dec 2021
Deutsche Börse
AG share price at
31 Dec 2021
Intrinsic value/
option at
31 Dec 2021
Fair value/
option at
31 Dec 2021
Settlement
obligation
Current
provision at
31 Dec 2021
2017
2018
2019
2020
2021
Total
Number
45
10,596
6,409
7,739
9,768
34,557
€
147.10
147.10
147.10
147.10
147.10
€
€
136.00
147.10
147.10
147.10
147.10
136.00
138.45
101.71
66.39
32.48
€m
0.0
1.5
0.7
0.5
0.3
3.0
€m
0.0
1.5
0.0
0.0
0.0
1.5
Non-current
provision at
31 Dec 2021
€m
0.0
0.0
0.7
0.5
0.3
1.5
Average price of the exercised and forfeited share options
Tranche
2017
2018
2019
2020
Average price of the exercised
share options
€
135.97
138.55
140.38
142.26
Average price of the forfeited
share options
€
130.51
104.78
74.02
50.56
The stock options from the 2017 SBP tranche were exercised in the reporting period following the
expiration of the waiting period. Shares of the SBP tranches 2018, 2019 and 2020 were paid to former
employees as part of severance payments in the year under review.
The carrying amount of the provision for the SBP results from the measurement of the number of SBP
stock options at the fair value of the closing auction price of Deutsche Börse shares in electronic trading
at the Frankfurt Stock Exchange at the reporting date and its proportionate recognition over the waiting
period.
Provisions for the SBP amounting to €3.0 million were recognised at the reporting date of 31 December
2021 (31 December 2020: €3.4 million). The total expense for SBP stock options in the reporting
period amounted to €1.3 million (2020: €1.5 million).
210
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Change in number of SBP shares allocated
Balance at
31 Dec
Disposals
tranche
Disposals
tranche
Disposals
tranche
Disposals
tranche
Additions
tranche
2020
2017
2018
2019
2020
2021
Fully
settled
cash
options
Options
forfeited
Balance at
31 Dec 2021
To other senior
executives
Total
38,225
38,225
303
303
278
278
107
– 171
9,768 – 12,539 – 1,414
34,557
107
– 171
9,768 – 12,539 – 1,414
34,557
Long-term Sustainable Instrument (LSI) and Restricted Stock Units (RSU)
In 2014, Deutsche Börse Group introduced the Long-Term Sustainable Instrument (LSI) plan in order to
provide share-based remuneration in line with regulatory requirements. This programme was extended
in 2016 with the Restricted Stock Units (RSU) plan. The following disclosures relate to both plans.
Long-term Sustainable Instrument (LSI)
The LSI remuneration model requires at least half of a part of the variable remuneration to be settled in
cash and half in phantom shares of Deutsche Börse AG (LSI shares). All tranches will be settled in cash.
A portion of the variable remuneration is paid in the subsequent year and another portion over a further
period of three or four years. Moreover, a portion of the variable remuneration shall be converted into
RSU, subject to a three-year retention period after grant and a one-year waiting period (RSU shares).
Deutsche Börse Group thus measures the LSI shares as cash-settled share-based payment transactions.
The options are measured using an option pricing model (fair value measurement). Any right to payment
of a stock bonus only vests after the expiration of the one-year service period on which the plan is
based, taking certain waiting periods into account.
The number of LSI and RSU shares for the 2016 to 2020 tranches is calculated by dividing the
proportionate LSI or RSU bonus, respectively, for the year in question by the average closing price of
Deutsche Börse AG shares in the last month of a financial year. The number of LSI and RSU shares for
the 2021 tranche is based on the closing auction price of Deutsche Börse shares as at the disbursement
date of the cash component of the 2021 tranche in 2022 or on the closing price as at the following
trading day on the Frankfurt Stock Exchange. This results in individual LSI tranches for the LSI bonus,
which have maturities of between one and five years. The RSU bonus is used as a basis for another
four-year tranche. Payment of each tranche is made after a waiting period of one year. Neither
remuneration system stipulates any condition of service. Following the expiry of the waiting period, both
the LSI and the RSU shares of the 2016 to 2020 tranches are measured on the basis of the average
closing price of Deutsche Börse AG shares in the last month preceding the end of the waiting period.
The LSI and RSU shares of the 2021 tranche are measured at the closing auction price as at the first
trading day in February of the year in which the holding period ends. In the reporting year, LSI shares of
the tranches 2015 to 2019 were paid out with a relevant payout share price of € 138.22 for shares of
tranches 2015 to 2017. For shares of tranches 2018 and 2019 the relevant payout share price was
€ 136.90. The difference in payout share prices is caused by the nature of the specific terms and
conditions for the respective tranches.
211
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Restricted Stock Units (RSU)
Like the LSI plan, the RSU plan applies to risk takers within Deutsche Börse Group. RSU shares are
settled in cash; Deutsche Börse Group thus measures the RSU shares as cash-settled share-based
payment transactions. The options are measured using an option pricing model (fair value
measurement). Any right to payment of a stock bonus only vests after the expiration of the one-year
service period on which the plan is based, taking a three-year retention period and a one-year waiting
period into account. In the reporting year, RSU shares of tranche 2016 were paid out with a relevant
payout share price of € 138.22.
Evaluation of the LSI and the RSU
To determine the fair value of the subscription rights the intrinsic value of the additional pro rata
subscription rights is calculated, which also includes an expectation about future dividend payments.
Valuation of LSI and RSU shares
Tran-
che
Balance as at
31 Dec 2021
Deutsche Börse AG
share price as at
31 Dec 2021
Intrinsic value/
option as at
31 Dec 2021
Fair value/
option as at
31 Dec 2021
Settlement
obligation
Current
provision as at
31 Dec 2021
2016
2017
2018
2019
2020
2021
Number
1,748
42,764
51,178
40,408
41,963
48,024
Total
226,085
€
147.10
147.10
147.10
147.10
147.10
147.10
€
147.10
147.10
€
147.10
147.10
147.10
138.03-147.10
147.10
128.88-147.10
147.10
126.10-147.10
147.10
134.98-144.09
€m
0.2
6.3
7.3
5.7
5.9
6.8
32.2
€m
0.2
6.3
0.8
0.6
1.6
0.0
9.5
Non-current
provision as at
31 Dec 2021
€m
0.0
0.0
6.5
5.1
4.3
6.8
22.7
Provisions amounting to €32.2 million were recognised as at 31 December 2021 (31 December 2020:
€33.3 million). The total expense for LSI/RSU stock options in the reporting period amounted to
€9.5 million (31 December 2020: €5.9 million).
Change in number of LSI and RSU shares allocated
Additions/
(disposals)
Tranche
Additions/
(disposals)
Tranche
Additions/
(disposals)
Tranche
Balance at
31 Dec
Additions/
(disposals)
Tranche
Additions/
(disposals)
Tranche
Additions/
(disposals)
Tranche
2020
2016
2017
2018
2019
2020
2021
Fully
settled
cash
options
Balance at
31 Dec 2021
To other senior
executives
247,236
1,149
– 1,287
395
4,881
1,064
48,024 – 75,377
226,085
Total
247,236
1,149
– 1,287
395
4,881
1,064
48,024 – 75,377
226,085
212
232
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Co-Performance Investment Plan (CPIP) and Performance Share Plan (PSP)
Performance Share Plan (PSP)
The PSP was launched in the financial year 2016 for members of the Executive Board of Deutsche
Börse AG as well as selected senior executives and employees of Deutsche Börse AG and of participating
subsidiaries. The number of phantom PSP shares to be allocated is calculated based on the number of
shares granted and the increase of net profit for the period attributable to Deutsche Börse AG
shareholders, as well as on the relative performance of the total shareholder return (TSR) on Deutsche
Börse AG’s shares compared with the total shareholder return of the STOXX Europe 600 Financials Index
constituents. The shares are subject to a performance period of five years. The subsequent payment of
the stock bonus will be settled in cash.
The 100 per cent stock bonus target was calculated in euros for each Executive Board member. The 100
per cent stock bonus target for selected executives and employees of Deutsche Börse AG and
participating subsidiaries is defined by the responsible decision-making bodies. Based on the PSP 100
per cent stock bonus target, the corresponding number of phantom shares for each beneficiary was
calculated by dividing the stock bonus target by the average share price (Xetra closing price) of Deutsche
Börse AG’s shares in the last calendar month preceding the performance period. Any right to payment of
a PSP stock bonus vested only at the end of a five-year performance period.
The final number of performance shares was calculated by multiplying the original number of
Performance Shares with the level of overall target achievement. The PSP level of overall target
achievement was based on two performance factors during the performance period: firstly, on the
relative performance of the total shareholder return (TSR) on Deutsche Börse AG’s shares compared with
the total shareholder return of the STOXX Europe 600 Financials Index as the peer group; and secondly,
on the increase of Deutsche Börse AG’s net profit for the period attributable to shareholders of the parent
company. The two performance factors contribute 50 per cent each to calculate overall target
achievement. For the 2021 tranche the overall target achievement depends on the performance against
three different metrics over the performance period. The total shareholder return (TSR) for the Deutsche
Börse AG share compared with the total shareholder return for the STOXX Europe 600 Financials Index
accounts for 50 per cent. The annual growth rate for adjusted earnings per share over the performance
period accounts for a further 25 per cent. The remaining 25 per cent are calculated by reference to
performance against four equally weighted ESG targets.
The payout amount is calculated by multiplying the final number of performance shares with the average
share price of Deutsche Börse AG’s shares (Xetra closing price) in the last calendar month preceding the
performance period, plus the total of dividend payments made during the performance period based on
the final number of performance shares. In the reporting year, PSP shares of tranche 2016 were paid
out with a relevant payout share price of €150.87. Until the 2020 tranche, servicing and treatment will
be in accordance with the cash settlement rules. Settlement is in cash and with the exception of the
2021 tranche the transaction is measured and recognised as cash-settled share-based remuneration.
Because of its specific contractual conditions the 2021 tranche is treated as a settlement with equity
instruments.
213
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Co-Performance Investment Plan (CPIP)
In the financial year 2015, a new remuneration programme (Co-Performance Investment Plan, CPIP)
was introduced, and the former CEO of Deutsche Börse AG, Carsten Kengeter, was offered a one-time
participation. The appropriate number of phantom shares was calculated based on the number of shares
granted and the increase of Deutsche Börse AG’s net profit for the period attributable to shareholders of
Deutsche Börse AG, as well as on the relative performance of the total shareholder return (TSR) on
Deutsche Börse AG’s shares compared with the total shareholder return of the STOXX Europe 600
Financials Index entities. The performance period for the measurement of the performance criteria
commenced on 1 January 2015 and ends on 31 December 2019. The shares are subject to a
performance period of five years and a waiting period until 31 December 2019. The payment of the
stock bonus was settled in cash and paid in full as at 31 March 2021.
Evaluation of the CPIP and the PSP
To determine the fair value of the subscription rights, the intrinsic value of the additional pro rata
subscription rights is calculated, which also includes an expectation about future dividend payments.
Valuation parameters for CPIP and PSP shares
Tranche
2021
Tranche
2020
Tranche
2019
Tranche
2018
Tranche
2017
Tranche
2016
Term to
31 Dec 2025 31 Dec 2024 31 Dec 2023
31 Dec 2022 31 Dec 2021 31 Dec 2020
Relative total shareholder return
%
100.0
0.0
75.0
235.0
235.0
250.0
Net profit for the period
attributable to Deutsche Börse AG
shareholders
Growth rate Earnings per Share
ESG-Target Achievement
%
%
%
n/a
119.59
120.80
144.13
139.72 -
149.97
171.86 -
182.10
150.00
175.00
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
Valuation of CPIP and PSP shares
Tranche
Balance as at
31 Dec 2021
Deutsche Börse AG
share price as at
31 Dec 2021
Intrinsic value/
option as at
31 Dec 2021
Fair value/
option as at
31 Dec 2021
Settlement
obligation
Current
provision as at
31 Dec 2021
2016
2017
2018
2019
2020
20211
Total
Number
9,965
132,150
132,606
53,342
22,820
49,458
400,341
€
147.10
147.10
147.10
147.10
147.10
147.10
€
€
138.22
152.18
141.35
154.75
147.10
126.76
147.10
147.10
147.10
93.57
61.27
27.41
€m
1.5
20.4
18.8
5.7
1.6
1.4
€m
1.5
20.4
0.0
0.0
0.0
0
49.4
21.9
Non-current
provision as at
31 Dec 2021
€m
0.0
0.0
18.8
5.7
1.6
0
26.1
1) Due to the treatment of the 2021 tranche as equity-settled, no provisions are recognized for this tranche. The above figures also include the shares of the members
of the Board of Management
214
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Provisions for the CPIP and the PSP amounting to €48.0 million were recognised at the reporting date
31 December 2021 (31 December 2020: €68.8 million). Of these provisions, €14.8 million were
attributable to members of the Executive Board (2020: €8.5 million). The total expense for CPIP and
PSP stock options in the reporting period was €6.0 million (2020: €8.5 million). Of that amount, an
expense of €3.5 million was attributable to members of the Executive Board (2020: €6.0 million).
Change in number of CPIP and PSP shares allocated
Additions/
(disposals)
Tranche
2015
Additions/
(disposals)
Tranche
2017
Additions/
(disposals)
Tranche
2016
Balance
at
31 Dec
2020
Additions/
(disposals)
Tranche
2018
Additions/
(disposals)
Tranche
2019
Additions/
(disposals)
Tranche
2020
Additions/
(disposals)
Tranche
2021
Balance
at
31 Dec
2021
To the
Executive
Board1
To other senior
executives
496,043 – 87,574
– 87,744
– 3,025
– 3,574
– 20,117
– 24,016
38,116 308,109
144,977
–
– 44,018
– 2,876
– 3,112
– 6,833
– 7,248
11,342
92,232
Total
641,020 – 87,574 – 131,762
– 5,901
– 6,686
– 26,950
– 31,264
49,458 400,341
1) Active and former Executive Board members.
Granting of PSP-Tranche 2021 for Board Members
At the beginning of the fiscal year 2021 PSP-tranche 2021 was granted. The relevant grant share price
for tranche 2021 shares was at €138.22. The performance period ends on 31 December 2025. The
individual investment target amounts, grant share price, number of initially granted virtual shares as well
as the fair value at reporting date can be summarised for the respective board members as follows:
Granted PSP-Tranche 2021 for Board Members
Board member
Dr. Theodor Weimer
Dr. Christoph Böhm
Dr. Thomas Book
Heike Eckert
Dr. Stephan Leithner
Gregor Pottmeyer
Total
Group Share Plan (GSP)
Investment
Target
€
1,300,000
560,000
516,666
516,666
560,000
560,000
4,013,332
Grant Share
Price
€
138.22
138.22
138.22
138.22
138.22
138.22
Granted
Number of
Performance
Shares
Number
9,406
4,052
3,738
3,738
4,052
4,052
Fair value/
option as at
31 Dec 2021
€
338,376
145,794
134,501
134,501
145,794
145,794
1,044,760
Employees of Deutsche Börse Group who are not members of the Executive Board or senior executives
have the opportunity to acquire shares of Deutsche Börse AG at a discount under the Group Share Plan
(GSP). Under the GSP tranche for the year 2021, the participating employees could subscribe for up to
50 shares of the Company at a discount of 40 per cent and another 50 shares at a discount of 10 per
cent. The acquired shares are subject to a lock-up period of two years.
215
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
The expense of this discount is recognised in the income statement at the grant date. In the reporting
period, an expense totalling €4.8 million (2020: €4.8 million) was recognised in staff expense for the
GSP.
Other share based payment programmes in the light of acquisitions
Axioma Management Incentive Programme (MIP)
The MIP was set up for the senior management of the Qontigo Group (index and analytics business of
Group Deutsche Börse) as part of the acquisition. It grants a non-current remuneration component in the
form of virtual shares of the Qontigo Group. These are generally accounted for as share based payments.
The amounts payable to the beneficiaries are intended to reflect the economic development of the
Qontigo Group. The MIP contains a time-based and a performance-based component. The vesting
period is three years with the possibility of an early execution and started with the implementation of the
transaction. Due to a potential payout with cash by Group Deutsche Börse, the MIP is accounted for
under the principles of a cash-settlement.
Valuation
The value of the virtual shares is determined using a Monte Carlo simulation on the respective balance
sheet date, which appropriately reflects the contract-specific conditions. The underlying simulations
depend on the underlying from which the payment is linked to the beneficiaries of the MIP. The
enterprise value of the Qontigo Group serves as the underlying. On the basis of the simulations carried
out, a discounted average payment of the contractually agreed payment flows to the respective
participants is calculated. The main valuation parameters include the enterprise value and the expected
volatility of the Qontigo Group as well as the expected term and the contract-specific payment profile. A
pro rata addition of expenses over the vesting period is conducted in accordance with the criteria for a
non-forfeiture of the programme.
ISS Employee Share Programme (MBP)
An employee share programme was set up for the senior management of ISS in the course of the
acquisition. It enables management to purchase shares in the parent of ISS, Inc. (ISS HoldCo, Inc.).
Deutsche Börse Group has the right to buy back the shares after not less than three years at their fair
value. According to an IFRIC interpretation from 2005, this programme is treated like an award of stock
options. Since Deutsche Börse Group has a unilateral right to settle the transaction with treasury shares
in Deutsche Börse AG, the programme is treated according to the rules for equity settlement.
Valuation
The value of the programme was calculated using the Black-Scholes model and contract-specific inputs
at the time the transaction was completed. The main valuation parameters were the enterprise value of
ISS, its expected volatility, the contractually agreed interest rate on the loan and the expected time until
maturity. Since the programme does not have a vesting period, the total value was recognised as
expense at the transaction date.
216
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
ISS Employee Incentive Programme (MAP)
An employee incentive programme was set up for selected managers at ISS, which has not yet been fully
awarded as at the reporting date. It grants a long-term remuneration component in the form of virtual
shares in ISS. The programme is accounted for as share-based payments. The amounts awarded to the
beneficiaries are intended to reflect the economic development of ISS. The MAP contains a time-based
and a performance-based component. The vesting period is three years, and under certain
circumstances can be exercised early. Since Deutsche Börse Group has a unilateral right to settle the
transaction with treasury shares in Deutsche Börse AG, the programme is treated according to the rules
for equity settlement.
Valuation
The value of the virtual shares is calculated at the date of each allocation to the beneficiaries, using a
Black-Scholes model with contract-specific inputs. The main valuation parameters include the enterprise
value and the expected volatility of ISS, as well as the expected term and the contract-specific payment
profile. In line with the vesting criteria, the value of the award is recognised as an expense over the
vesting period.
19. Changes in other provisions
Other provisions
Provisions are recognised if the Group has a present obligation from an event in the past, it is probable
that there will be an outflow of resources embodying economic benefits to settle the obligation and the
amount of this obligation can be estimated reliably. The amount of the provision corresponds to the best
estimate of the expenditure required to settle the obligation at the reporting date. The provision is to be
reversed if it is no longer probable that settling the obligation will entail the outflow of resources
embodying economic benefits.
A provision is only recognised for restructuring when a detailed, formal restructuring plan has been
adopted and those concerned have been given the reasonable impression that the restructuring
measures will be implemented. This can be by starting to implement the plan or by announcing its key
elements to those concerned. The restructuring provisions and the provisions for contractually agreed
early retirement benefits and severance payments are recognised in other provisions.
217
237
Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
Changes in other provisions (part 1)
Balance as at 1 Jan 2021
Changes in the basis of consolidation
Reclassification
Utilisation
Reversal
Additions
Currency translation
Interest
Balance as at 31 Dec 2021
Bonuses
€m
122.8
3.7
– 4.8
– 88.8
– 11.0
129.1
3.1
0
154.1
Share-based
payments
Interest on taxes
€m
112.6
0
– 0.3
– 27.3
– 19.5
19.6
0.22
0
85.4
€m
92.1
0
0
– 2.3
– 24.1
11.2
0
0
76.9
Restructuring and
efficiency measures
€m
79.5
0
– 0.2
– 28.0
– 2.6
7.7
0.1
– 0.2
56.2
Changes in other provisions (part 2)
Other tax provisions
Anticipated Losses
Other personnel
provision
Balance as at 1 Jan 2021
Changes in the basis of consolidation
Reclassification
Utilisation
Reversal
Additions
Currency translation
Interest
Balance as at 31 Dec 2021
€m
38.9
0.0
0
– 3.1
– 0.5
9.3
0.0
0.0
44.6
€m
7.9
0
0
– 0.1
– 0.2
7.5
0.2
0
15.4
€m
4.5
0.3
0
– 4.0
– 0.3
4.6
0.2
0.0
5.2
Miscellaneous
€m
23.4
1.8
– 1.1
– 9.8
– 2.8
12.9
0.2
0
24.7
The other non-current and current provisions amount to a total of €462.5 million (31 December 2020:
€481.7 million). The non-current provisions of €127.2 million (31 December 2020: €168.0 million)
largely have a remaining term of one to five years. Furthermore current provisions exist for
€335.3 million (31 December 2020: €313.7 million).
Provisions for restructuring and efficiency measures include provisions for contractually agreed early
retirement benefits and severance payments as well as expenses directly related to restructuring
measures.
For details of share-based payments, see Note 18.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Notes on the consolidated statement of financial position
Remuneration Report
Further information
20. Other current liabilities
Composition of other current liabilities
Other Liabilities from CCP positions (Commodities)
Contract liabilities
Tax liabilities (excluding income tax)
Vacation entitlements, flextime and overtime credits
Social security liabilities
Liabilities to employees
Liabilities to supervisory bodies
Miscellaneous
Total
31 Dec 2021
€m
2,527.6
136.3
41.9
30.6
13.8
11.4
3.3
23.7
31 Dec 2020
€m
415.1
30.5
42.8
29.9
9.1
6.7
3.0
7.6
2,788.6
544,7
The increase in other current liabilities results almost exclusively from the increase in liabilities from CCP
business. These liabilities are not part of the financial liabilities because the obligation does not consist
in payment of cash but in physical delivery of commodities.
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Further information
Other disclosures
21. Notes on the consolidated cash flow statement
Composition of other non-cash income
Subsequent measurement of non-derivative financial instruments
Reversal of discount and transaction costs from long-term financing
Equity method measurement
Impairment of financial instruments
Subsequent measurement of derivatives
Contract assets and liabilities
Gains on the disposal of subsidiaries and equity investments
Miscellaneous
Total
Reconciliation to cash and cash equivalents
2021
€m
– 156.4
0.5
– 18.1
– 0.4
19.4
– 3.9
– 10.5
5.8
2020
€m
39.5
8.9
– 17.2
2.1
101.5
2.6
0
6.3
– 163.6
143.6
Cash and cash equivalents comprise cash and bank balances – to the extent that these do not result
from reinvesting current liabilities from cash deposits by market participants – as well as receivables and
liabilities from banking business with an original maturity of three months or less.
Reconciliation to cash and cash equivalents
Restricted bank balances
Other cash and bank balances
Net position of financial instruments held by central counterparties
Current financial instruments measured at amortised cost
less financial instruments with an original maturity exceeding 3 months
Current financial liabilities measured at amortised cost
less financial instruments with an original maturity exceeding 3 months
Current liabilities from cash deposits by market participants
Cash and cash equivalents
31 Dec 2021
€m
31 Dec 2020
€m
78,542.0
38,420.1
1,029.6
1,467.3
– 72.0
95.0
15,799.7
16,225.1
– 2,019.0
– 1,919.7
– 15,914.3
– 14,630.0
2,966.5
1,037.7
– 78,292.5
– 38,188.8
2,040.0
2,506.7
220
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Further information
Changes in liabilities arising from financing activities
Balance as at 1 Jan 2020
Lease payments (IFRS 16)
Acquisition from business combinations
Additions
Disposals
Repayments
Other and exchange rate differences
Balance as at 31 Dec 2020
Lease payments (IFRS 16)
Acquisition from business combinations
Additions
Disposals
Repayments
Other and exchange rate differences
Balance as at 31 Dec 2021
22. Earnings per share
Bonds
issued
€m
2,286.2
0
0
948.2
0
– 602.9
5.5
2,637.0
0
0
999.1
0
0
0
3,636.1
Leasing
liabilities
€m
380.1
– 47.4
2.9
73.3
– 0.7
0
0.7
408.7
– 62.8
87.1
46.1
– 4.7
Commercial
paper
€m
0
0
0
0
0
0
0
0
0
0
2,701.0
0
0
– 1,900.0
12.1
486.7
0
801.0
Under IAS 33, earnings per share are calculated by dividing the net profit for the period attributable to
Deutsche Börse AG shareholders (net income) by the weighted average number of shares outstanding.
In order to determine diluted earnings per share, potentially dilutive ordinary shares that may be
acquired under the share-based payment programmes are added to the average number of shares.
In order to determine diluted earnings per share, all subscription rights, for which a cash settlement has
not been determined are assumed to be settled with equity instruments – regardless of actual accounting
in accordance with IFRS 2.
All tranches of the Long-term Sustainability Instrument (LSI) for which a choice between settlement in
cash or equity instruments exists were settled in the previous year. All current and future tranches may
only be settled in cash. There are therefore no potentially dilutive ordinary shares from the Long-term
Sustainability Instrument.
As part of the acquisition of Institutional Shareholder Services Inc. there are ongoing option rights valid
until 25 February 2024, which did have a small dilutive effect during the reporting year up to the
reporting date.
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Further information
Calculation of earnings per share (basic and diluted)
Number of shares outstanding at beginning of period
Number of shares outstanding at end of period
Weighted average number of shares outstanding
Number of potentially dilutive ordinary shares
2021
2020
183,521,257
183,429,035
183,618,782
183,521,257
183,546,106
183,452,436
368,326
0
Weighted average number of shares used to compute diluted earnings per share
183,914,432
183,452,436
Net profit for the period attributable to Deutsche Börse AG shareholders (€m)
1,209.7
1,079.9
Earnings per share (basic) (€)
Earnings per share (diluted) (€)
23. Segment reporting
6.59
6.58
5.89
5.89
Deutsche Börse Group divides its business into eight segments: This structure serves as a basis for the
Group’s internal management and financial reporting. Detailed information about the segment structure,
which is part of these consolidated financial statements, can be found under the heading Business
operations and Group structure in section Deutsche Börse: Fundamental information about the Group in
the combined management report. Due to the acquisition of Institutional Shareholder Services (ISS), we
adapted the segment reporting in the first quarter 2021 and added Institutional Shareholder Services as
a segment, please see Note 3.
Segment reporting (part 1)
Eurex
(financial derivatives)
EEX (commodities)
360T
(foreign exchange)
Net revenue (€m)
Operating costs (€m)
Result from financial investments
thereof result of the equity method measurement of associates
EBITDA (€m)
EBITDA margin (%)
2021
2020
2021
2020
2021
2020
995.8
1,110.3
341.5
302.2
107.8
101.5
– 387.7
– 373.1
– 178.7
– 174.3
– 53.7
– 53.9
16.1
– 0.8
1.6
– 1.0
– 0.3
– 0.3
– 0.9
– 0.9
0
0
0
0
624.2
738.8
162.5
127.0
54.1
47.6
63
67
48
42
50
47
Depreciation, amortisation and impairment losses (€m)
– 44.1
– 55.3
– 33.1
– 35.6
– 21.5
– 20.4
EBIT (€m)
Capital expenditure1 (€m)
Employees (as at 31 December)
1) Excluding investments from business combinations.
580.1
683.5
129.4
48.3
46.1
22.8
1,746
1,661
1,009
91.4
21.4
934
32.6
27.2
7.6
274
8.6
272
222
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Further information
Segment reporting (part 2)
Net revenue (€m)
Operating costs (€m)
Xetra (cash equities)
Clearstream
(post-trading)
IFS (investment fund
services)
2021
2020
2021
2020
2021
2020
364.0
391.7
835.4
827.2
382.4
232.8
– 150.6 – 158.8 – 376.3
– 367.3 – 125.9 – 117.5
Result from financial investments
29.4
25.8
thereof result of the equity method measurement of associates
29.2
25.4
0.5
0.4
– 1.9
– 0.6
– 0.1
– 1.7
– 0.5
– 0.1
EBITDA (€m)
EBITDA margin (%)
242.8
258.7
459.6
458.0
255.9
115.2
67
66
55
55
67
49
Depreciation, amortisation and impairment losses (€m)
– 15.3
– 23.7
– 69.7
– 72.5
– 36.9
– 28.5
EBIT (€m)
Capital expenditure1 (€m)
227.5
235.0
389.9
385.5
219.0
86.7
13.5
15.3
72.8
68.4
16.4
27.5
Employees (as at 31 December)
774
739
2,159
2,136
886
911
Segment reporting (part 3)
Net revenue (€m)
Operating costs (€m)
Qontigo (index and
analytics business)
ISS (Institutional
Shareholder Services) Group
2021
2020
2021
2020
2021
2020
258.7
248.1
223.9
n/a 3,509.5 3,213.8
– 123.3 – 123.8 – 155.4
n/a – 1,551.6 – 1,368.7
Result from financial investments
45.2
– 0.2
– 5.1
thereof result of the equity method measurement of associates
10.5
– 0.2
0
n/a
n/a
85.2
24.3
38.6
21.5
EBITDA (€m)
EBITDA margin (%)
180.6
124.1
63.4
n/a 2,043.1 1,869.4
70
50
28
n/a
58
58
Depreciation, amortisation and impairment losses (€m)
– 28.5
– 28.3
– 44.6
n/a – 293.7 – 264.3
EBIT (€m)
Capital expenditure1 (€m)
Employees (as at 31 December)
1) Excluding investments from business combinations.
152.1
95.8
18.8
n/a 1,749.4 1,605.1
7.7
611
8.1
17.3
n/a
206.4
195.4
585
2,741
n/a
10,200
7,238
The net revenue includes revenue generated through external parties as well as through intercompany
transactions. The impact of intercompany revenue is eliminated on Group level as such internally
generated revenue of one segment has an adverse effect on revenue by the same amount on the
corresponding partner segment. For an overview of intercompany revenue see Note 4. Services between
segments are offset on the basis of measured amounts or fixed prices.
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Further information
Our business model – and that of all our segments – is focused on an internationally operating
participant base and pricing does not differ depending on the customer’s location. From a price, margin
and risk perspective, this means it does not matter whether sales revenue is generated from German or
international participants.
The risks and returns from the activities of the subsidiaries operating within the economic environment
of the European Monetary Union (EMU) do not differ significantly from each other on the basis of the
factors to be considered in identifying information on geographical regions under IFRS 8. We have
therefore identified the following segments: Euro area, other Europe, America and Asia-Pacific.
Sales revenue is allocated to the individual regions according to the customer’s domicile, while
investments and non-current assets are allocated according to the company’s domicile and employees
according to their location.
As described above, the analysis of sales is based on the direct customer’s billing address. This means,
for example, that sales to an American investor trading a product with an Asian underlying via a
European clearing member are classified as European sales.
Information on geographical regions
Sales revenue1
Investments2
Non-financial non-
current assets3, 4
Number of employees
2021
2020
2021
2020
2021
2020
2021
2020
€m
€m
€m
€m
€m
€m
European Union
2,358.5 2,047.8
177.7
172.8 4,199.1 4,008.7
5,464
5,042
Other Europe
America
Asia-Pacific
1,201.0 1,063.2
4.2
15.4 1,339.4 1,241.0
1,792
1,449
472.1
289.1
24.3
6.5 3,279.2 1,061.6
1,209
254.3
183.9
0.2
0.7
27.7
31.7
1,734
435
312
Total of all regions
4,285.9 3,584.0
206.4
195.4 8,845.4 6,343.0 10,200
7,238
Consolidation of internal net revenue
– 67.1
– 64.7
0
0
0
0
0
0
Group
4,218.8 3,519.3
206.4
195.4 8,845.4 6,343.0 10,200
7,238
1) Including countries in which more than 10 per cent of sales revenue was generated: UK (2021: €807.1 million, 2020: €732.1 million) and Germany (2021:
€1,014.7 million,2020: €910.9 million).
2) Excluding goodwill and right-of-use assets from leasing.
3) Including countries in which more than 10 per cent of assets are held: Germany (2021: €3,859.2 million, 2020: €3,648.1 million), Switzerland (2021:
€1,307.0 million, 2020: €1,210.1 million) and United States (2021: €3,279.2 million, 2020: €1,061.6 million).
4) These include intangible assets, property, plant and equipment as well as investments in associates and joint ventures.
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24. Financial risk management
Detailed qualitative disclosures on financial instruments in accordance with IFRS 7.33 that are part of
these consolidated financial statements, such as the nature and extent of risk arising from financial
instruments and risk management objectives, strategies and procedures, are included under the caption
Risk management approach and risk controlling in the combined management report in the section risk
management.
Financial risks mainly arise in the form of credit risks and to a lesser extent in the form of market price
risks. They are quantified using the economic capital concept. Detailed information, which is part of
these consolidated financial statements, can be found under the caption financial risks in the combined
management report in section risk management. Required economic capital is assessed on a 99.9 per
cent confidence level for a one-year holding period. It is compared with the Group’s liable equity capital
adjusted for intangible assets so as to test the Group’s ability to absorb extreme and unexpected losses.
Required economic capital (REC) for financial risk is calculated at the end of each month and amounted
to €664.0 million as at 31 December 2021, whereby €488.0 million stems from credit risk and
€176.0 million stems from market risk.
We evaluate our risk position continuously. In the view of the Executive Board, no threat to the continued
existence of the Group can be identified at this time.
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Further information
Credit risk
Credit risk of financial instruments (part 1)
Carrying amounts –
maximum risk exposure
Collateral
Segment
Amount at
31 Dec 2021
€m
Amount at
31 Dec 2020
€m
Amount at
31 Dec 2021
€m
Amount at
31 Dec 2020
€m
Collateralised cash investments
Reverse repo transactions
Eurex (financial derivatives)1
Clearstream (post-trading)
820.9
4,274.3
5,095.2
574.9
6,176.7
6,751.6
828.9
4,360.6
5,189.5
580.5
6,346.0
6,926.5
Uncollateralised cash
investments
Money market lendings –
central banks
Money market lendings –
other counterparties
Eurex (financial derivatives)
Clearstream (post-trading)
Balances on nostro accounts and
other bank deposits
Clearstream (post-trading)
EEX (commodities)
Group
Securities
Clearstream (post-trading)
Eurex (financial derivatives)
Group
Group
Fund assets
Loans for settling
securities transactions
Technical overdraft
facilities
Eurex (financial derivatives)
33,709.3
31,711.6
Clearstream (post-trading)
7,350.7
6,291.8
298.5
89.6
1,905.4
43,888.7
854.1
1,910.2
10.1
14.02
66.73
187.5
148.3
2,252.4
3,809.7
3,603.7
1,186.3
7.0
14.92
37.13
90,097.3
49,250.3
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
Clearstream (post-trading)
531.6
267.7
n/a4
n/a4
Automated Securities Fails
Financing5
Clearstream (GSF)
885.76
1,417.3
427.36
695.07
1,122.3
1,122.3
560.6
560.67
Total
96,609.8
56,696.97
6,311.8
7,487.17
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Credit risk of financial instruments (part 2)
Carrying amounts –
maximum risk exposure
Collateral
Segment
Amount at
31 Dec 2021
Amount at
31 Dec 2020
€m
€m
€m
31 Dec 2021
31 Dec 2020
€m
Amount at
Amount at
Balance brought forward
96,609.8
56,696.97
6,311.8
7,487.17)
Other financial instruments
Other loans
Other assets
Trade receivables
Other receivables
Group
Group
Group
Clearstream (post-trading)
100.5
13.3
978.2
17.3
Eurex (financial derivatives)
1,217.0
Other financial assets at fair
value
Group
Group
Financial instruments
held by central counterparties
Derivatives
Total
0.3
15.3
625.8
147.2
697.0
27.8
100.5
0
0
0
0
0
0
9.8
14.0
7.6
2,350.1
1,521.0
100.5
0
0
0
0
0
0
0
0
109,657.08
62,467.38
126,842.09
79,747.69
112.1
8.4
0
0
208,729.0
120,693.67
133,254.3
87,234.77
1) Presented in the items “restricted bank balances” and “other cash and bank balances”.
2) The amount includes collateral totalling €5.0 million (2020: €5.1 million)
3) The amount includes collateral totalling €8.0 million (2020: €8.0 million)
4) The portfolio of deposited collateral is not directly attributed to any utilisation, but is determined by the scope of the entire business relationship and the limits granted.
5) Off-balance-sheet items
6) Meets the IFRS 9 criteria for a financial guarantee contract
7) Prior-year figures adjusted as securities lending transactions from Clearsteam Banking S.A.’s ASLplus programme do not represent a risk position
8) Net value of all margin requirements resulting from executed trades at the reporting date as well as default fund requirements: this figure represents the risk-oriented view
of Eurex Clearing AG and European Commodity Clearing AG, while the carrying amount of the “financial instruments held by central counterparties” item in the balance
sheet shows the gross amount of the open trades according to IAS 32.
9) Collateral value of cash and securities collateral deposited for margins, covering the net value of all margin and default fund requirements
Cash investments
Clearstream receives cash deposits from its customers in various currencies, whereas Eurex Clearing AG
receives cash collateral mainly in EUR and CHF. In line with treasury policy, these entities shall invest
such funds, and this is where the credit risk is potentially stemming from.
We mitigate such risks either – to the extent possible – by investing short-term funds on a secured basis,
e.g. via reverse repurchase agreements, or by depositing them with central banks.
According to the treasury policy, eligible collateral mainly consists of highly liquid financial instruments
with a minimum rating of AA– (S&P Global Ratings/Fitch) or Aa3 (Moody’s) issued or guaranteed by
governments or supranational institutions.
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Unsecured cash investments are permitted only with counterparties with impeccable credit ratings within
the framework of defined counterparty credit limits. In this context, impeccable creditworthiness means
an internal rating of at least “D”, which corresponds to an external rating from Fitch of at least “BBB”.
Counterparty credit risk is monitored on the basis of an internal rating system.
The fair value of securities received under reverse repurchase agreements was €5,189.5 million (2020:
€6,926.0 million). Clearstream Banking S.A. and Eurex Clearing AG are entitled to pledge the eligible
securities received to their central banks in order to make use of the central banks’ monetary policy
instruments.
As at 31 December 2021, Clearstream Banking S.A. had pledged securities with a value of
€229.0 million (2020: €168.20 million) to central banks as collateral for credit lines received from the
central banks. As in the previous year, these all come from the Clearstream investment portfolio.
Eurex Clearing AG had pledged no securities to central banks as at 31 December 2021, the same as the
previous year.
Loans for settling securities transactions
Clearstream grants customers intraday technical overdraft facilities to maximise settlement efficiency.
These settlement facilities are subject to internal credit review procedures. They are revocable at the
discretion of the Clearstream subgroup and are in general fully secured. As at 31 December 2021 they
came to €110.2 billion (2020: €106.2 billion). Of the total, €5.9 billion (2020: €5.5 billion) are
unsecured and only relate to credit lines granted to selected central banks and multilateral development
banks in accordance with the CSDR exception defined in Article 23 of the Delegated Regulation (EU)
2017/390 based on the creditworthiness of the borrowers and zero risk weight applied by the
Regulation (EU) No 575/2013 (CRR). Actual outstandings at the end of each business day generally
represent a small fraction of the facilities and amounted to €531.6 million as at 31 December 2021
(2020: €267.7 million); see Note 12.
Clearstream also guarantees the undue residual risk resulting from the Automated Securities Fails
Financing (ASL) programme it offers to its customers, where Clearstream Banking S.A. acts as an
intermediary between borrower and lender. Such risks are secured. As at 31 December 2021 the
outstanding loans under this programme amounted to €885.8 million (2020: €427.3 million).
Collateral received by Clearstream Banking S.A. in connection with these loans amounted to
€1,122.3 million (2020: €560.6 million).
In 2020 and 2021, no losses from credit transactions occurred in relation to any of the transaction types
described.
Financial instruments of the central counterparties
To safeguard the Group’s central counterparties against the risk of default by a clearing member, the
clearing conditions require the clearing members to deposit margins in the form of cash or securities on
a daily basis or an intraday basis in the amount stipulated by the respective clearing house. Additional
security mechanisms of the Group’s central counterparties are described in detail in the section risk
management.
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Trade receivables
Trading, settlement and custody fees are generally collected without delay by direct debit. Fees for other
services, such as the provision of data and information, are settled mainly by transfer. Trade receivables
are analysed using an expected credit loss model based on the simplified approach as outlined in
IFRS 9. To measure the expected credit loss, trade receivables and contract assets have been grouped
based on the days past due. The trade receivables share the main risk characteristics. The expected loss
amount has been determined by applying the lifetime expected loss approach. The expected loss rates
are based on the payment profiles over a period of five years and the loss profile experienced over that
period. As at 31 December 2021 there were no contract assets (2020: nil).
Loss allowances for trade receivables as at 31 December 2021
Not more
than 30
days past
due
€m
Not more
than 60
days past
due
€m
Not more
than 90
days past
due
€m
Not more
than 120
days past
due
€m
Not more
than 360
days past
due
€m
More
than 360
days past
due
€m
Insol-
vent
€m
0.0%
0.0%
0.5%
0.9%
5.4%
89.4%
100%
38.9
0.0
7.8
0.0
9.3
0.0
2.7
0.0
13.0
0.7
6.4
6.1
1.9
1.9
Total
€m
80.0
8.8
Expected loss rate
Trade receivables
Loss allowance
Loss allowances for trade receivables as at 31 December 2020
Not more
than 30
days past
due
€m
Not more
than 60
days past
due
€m
Not more
than 90
days past
due
€m
Not more
than 120
days past
due
€m
Not more
than 360
days past
due
€m
More
than 360
days past
due
€m
Insolvent
€m
Total
€m
Expected loss rate
Trade receivables
Loss allowance
0.0%
0.0%
0.1%
1.3%
5.4%
81.9%
100%
33.0
13.3
0.0
0.0
5.9
0.0
3.2
0.1
15.0
0.8
7.9
6.5
1.8
1.8
80.1
9.2
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Further information
Trade receivables are written off when there is no reasonable expectation of recovery. The following
criteria are used for the assessment of derecognition:
Insolvency proceedings are not started for want of assets.
Insolvency proceedings have not resulted in any payment for a period of three years and there is no
indication that any amount will be received going forward.
Enforcement activities are not pursued by Deutsche Börse Group due to cost-benefit analysis or
Deutsche Börse Group has tried unsuccessfully to collect the receivable for a period of three years.
In the reporting year, as in the previous year there were no significant write-offs due to customer
defaults. Moreover, no significant payments were received for receivables which had previously been
written off (2020: nil).
Debt securities
All debt securities measured at amortised cost are considered to have low default risk and the loss
allowance recognised during the period was therefore limited to twelve months’ expected losses. The
Group considers listed bonds to have a low credit risk if they have an investment grade credit rating from
an external rating agency. All debt securities measured at fair value through OCI are assigned to Level 1
on recognition and are reviewed regularly for changes in credit risk on the basis of their rating. The
expected loss for listed debt securities is determined using the default rates provided by a rating agency.
Development of the loss allowance
Development of the loss allowance
Closing loss allowance as at 1 January 2020
Increase from business combinations
Increase in the allowance recognised
in profit or loss during the period
Decrease in the allowance recognised
in profit or loss during the period
Closing loss allowance as at 31 December 2020
Increase from business combinations
Increase in the allowance recognised
in profit or loss during the period
Decrease in the allowance recognised
in profit or loss during the period
Closing loss allowance as at 31 December 2021
Debt securities
Stage 1
€m
0
0
0.3
0
0.3
0
0.2
Trade
receivables
Stage 1/2
Trade
receivables
Stage 3
€m
1.1
0.1
0.3
– 0.6
0.9
0
€m
6.0
1.0
2.1
– 0.8
8.3
0
0.2
0.8
– 0.1
0.4
– 0.3
0.8
– 1.2
8.0
Total
€m
7.1
1.1
2.7
– 1.4
9.5
0
1.2
– 1.6
9.2
230
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Other disclosures
Remuneration Report
Further information
Credit risk concentrations
Our business model and the resulting business relationships mean that, as a rule, credit risk is
concentrated on the financial services sector. Potential concentrations of credit risk are limited by
application of counterparty, group and country credit limits. Collateral and currency concentrations are
also monitored.
Management of credit risk concentration, including collateral concentration, and so-called large
exposures, is conducted in compliance with applicable regulatory requirements such as those arising
from, among others, articles 387–410 of Regulation (EU) 575/2013 (Capital Requirements Regulation,
CRR), article 47 paragraph 8 of Regulation (EU) 648/2012 (European Market Infrastructure Regulation,
EMIR) and respectively applicable national requirements (see also section regulatory capital
requirements and regulatory capital ratios in the section risk management for a description of the
regulatory capital requirements). Requirements of concentration risks arising from Regulation (EU)
909/2014 (Central Securities Depository Regulation, CSDR) have been implemented as part of Deutsche
Börse Group’s affiliated CSD authorisation under article 16 CSDR.
The required economic capital (based on the so-called “Value at Risk” (VaR) with a confidence level of
99.90 per cent) for credit risk is calculated monthly for each day and amounted to €488.0 million as at
31 December 2021 (2020: €657.0 million, based on VaR with a confidence level of 99.98 per cent).
We also apply additional methods in order to detect credit concentration risks. It analyses the impact of a
default by its two largest counterparties with unsecured exposures and stressed recovery parameters. In
addition, analyses are carried out for the Group’s top 5 and top 10 counterparties, based on the risk-
weighted exposures of the individual counterparties. All the concentration metrics have dedicated early
warning thresholds and limits and are part of the quarterly risk reporting to the Executive Board. As in
the previous year, no material adverse credit concentrations were detected in 2021.
Market risk
Market risk arises from changes in interest rates, foreign-exchange rates and other market prices.
Deutsche Börse Group is generally only affected to a limited extent by market risk. For market price risks,
the required economic capital (based on the so-called “Value at Risk” (VaR) with a confidence level of
99.90 per cent) is determined on a monthly basis. As at 31 December 2021 the economic capital for
market price risks was €176.0 million (2019: €107.0 million, based on VaR with a confidence level of
99.98 per cent).
Impairment losses of €0.2 million (2020: nil) were recognised in profit or loss in the financial year
2021 for strategic investments not included in VaR for market price risks.
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Executive and Supervisory Boards
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Further information
Interest rate risk
Changes in market interest rates may affect Deutsche Börse Group’s net profit for the period attributable
to Deutsche Börse AG shareholders. This risk arises whenever interest terms of financial assets and
liabilities are different.
Interest rate sensitive assets include the Group’s money market and investment portfolios, while interest
rate sensitive liabilities mainly consist of short-term debt instruments. Interest rate risk from long-term
liabilities of Deutsche Börse AG is mitigated through issuance of fixed-coupon bonds.
In order to finance the acquisition of a majority stake in Institutional Shareholder Services, Deutsche
Börse AG issued debt securities with a nominal volume of €1,000 million. For further details of the
outstanding bonds issued by Deutsche Börse Group, see section “Net assets” section in the combined
management report.
Cash received as deposits from market participants is invested mainly via short-term reverse repos and
in the form of overnight deposits at central banks, limiting the risk of a negative impact due to a changed
interest rate environment. Negative interest rates resulting from reinvestments of these cash deposits are
passed on to the respective Clearstream (post-trading) customers after applying an additional margin.
For Eurex Clearing AG, interest rates on cash collateral are in principle calculated based on a predefined
market benchmark rate per currency after deducting an additional spread per currency. In exceptional
cases such as market disruption, Eurex Clearing AG reserves the right to calculate interest rates on cash
collateral based on the realised interest rate.
Group entities may furthermore invest their own capital and part of customer cash balances in high-
quality liquid bonds. The bond portfolio consists mostly of variable-rate instruments, which leads to a
comparably low interest rate risk for the Group.
The risk arising from interest-earning assets and interest-bearing liabilities is monitored on each business
day and limited by using a system which includes mismatch limits in combination with interest rate risk
limits and stop-loss limits. The interest rate risk limits determine the acceptable maximum loss caused
by a hypothetical adverse yield curve shift. The stop-loss limits define the fair value of a portfolio
triggering an ad hoc review and risk-reducing actions.
In line with its risk strategy, we may use financial instruments to hedge highly probable interest rate
exposures. For this purpose, interest rate swaps, as well as swaptions, might be used. Our Treasury
policy requires that the critical terms of swaps and swaptions must align with the hedged items.
In 2021, we entered into forward interest rate swap contracts to hedge the interest rate risk in
connection with the highly probable planned refinancing of a bond maturing in 2022. In this way, the
cash flow risk arising from potential interest rate changes was hedged. Cash flow hedge accounting was
applied for this hedge.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Other disclosures
Remuneration Report
Further information
Foreign-exchange rate risk
Measuring and managing foreign-exchange risk is important for reducing our exposure to exchange rate
movements. The three main types of foreign-exchange risk that we are exposed to are cash flow-,
translation- and transaction-related foreign-exchange risk. Cash flow risk reflects the risk of fluctuations
in present value of future operating cash flows from foreign-exchange movements. Translation risk
comprises effects from the valuation of our assets and liabilities in foreign currencies. Finally, transaction
risk is closely related to cash flow risk; it may arise through changes in the structure of Deutsche Börse
Group’s asset and liabilities in foreign currencies.
We operate internationally and are, to a limited extent, exposed to foreign-exchange risk, primarily in
USD, CHF, GBP and CZK. Exchange rate fluctuations may affect the Group’s profit margins and the
value of assets and liabilities denominated in a currency that is not the functional currency of the
relevant Group entity. Respective currency risks arise mainly from operating income and expenses
denominated in a currency other than the functional currency, inter alia from that portion of the
Clearstream (post-trading) segment’s sales revenue and treasury result from banking business that is
directly or indirectly in USD. The Clearstream (post-trading) segment generated 10 per cent of its
revenue and treasury result from banking business directly or indirectly in USD (2020: 14 per cent).
Currency mismatches are avoided to the maximum extent possible. All types of foreign-exchange risks
are measured on a regular basis and monitored on a Group as well as single entity level. Limits are
defined for cash flow and translation risk affecting our profits and losses. Deutsche Börse Group’s
treasury policy defines risk limits which take into account historic foreign-exchange rate fluctuations. Any
exposure exceeding those limits must be hedged. Foreign-exchange exposures below the defined limits
may also be hedged. Management of foreign-exchange risks is in principle based on the Group level.
Hedging may take place on a single entity level if foreign-exchange risk threatens the viability of the
single entity.
To eliminate foreign-exchange risks, we use financial instruments to hedge existing or highly probable
forecast transactions. The Group may use foreign-exchange forwards, foreign-exchange options as well
as cross-currency swaps to hedge the exposure to foreign-exchange risk. Under the Group’s policy, the
critical terms of forwards and options must align with the hedged items.
In 2021, Deutsche Börse AG entered into FX derivative contracts to hedge the foreign currency exposure
associated to transaction risk. Hereby, the cash flow risk arising from the time gap between signing the
contracts and the actual payment out of the transaction was hedged. Cash flow hedge accounting was
applied to this hedging. In addition to that, the Group entered into FX derivative contracts to hedge the
foreign currency exposure associated with intercompany cash pooling and loans.
233
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Other disclosures
Remuneration Report
Further information
For Clearstream, the policy stipulates that intraperiod open net foreign-exchange positions are closed out
when they exceed €15.0 million. This policy was complied with as in the previous year; as at
31 December 2021 there were no significant net foreign-exchange positions (2020: nil).
Other market risks
Market risk arises also from investments in bonds, investments in funds, futures within the framework of
contractual trust arrangements (CTAs) and from the Clearstream Pension Fund in Luxembourg. For the
CTAs, the investment is protected by a pre-defined floor, which reduces the risk of extreme losses for
Deutsche Börse Group. In addition, there are equity price risks arising from strategic equity investments.
No sensitivity analyses were performed, as both interest rate and foreign currency risks are fully hedged.
As in the previous year, there were no risk concentrations from market prices in the reporting year.
Liquidity risk
For the Group, liquidity risk may arise from potential difficulties in renewing maturing financing, such as
commercial paper, issued bonds as well as bilateral and syndicated credit facilities. In addition,
financing required for unexpected events may result in a liquidity risk. Most of the Group’s cash
investments are short-term to ensure that liquidity is available, should such a financing need arise.
Eurex Clearing AG and Clearstream may invest stable customer balances for a maximum of one year in
secured money market products, or in high-quality securities with a remaining maturity of less than ten
years for Clearstream and less than five years for Eurex Clearing, subject to strict monitoring of mismatch
and interest rate limits. Term investments can be transacted via reverse repurchase agreements against
highly liquid collateral. For refinancing purposes, Eurex Clearing AG and Clearstream Banking S.A. can
pledge eligible securities with their respective central banks. Eurex Clearing AG remains almost perfectly
matched with respect to the durations of customer cash margins received and respective investments.
The companies of Deutsche Börse Group have the following credit lines at their disposal, which were not
utilised as of the balance sheet date.
234
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Other disclosures
Remuneration Report
Further information
Contractually agreed credit lines
Amount at
Amount at
Company
Purpose of credit line
Currency
31 Dec 2021
Deutsche Börse AG
Eurex Clearing AG
Working capital1
Settlement
Settlement
Settlement2
Clearstream Banking S.A.
Working capital1
Clearstream Banking AG
Settlement2
Settlement2
Settlement2
Settlement
European Energy Exchange AG
Working capital
Axioma Inc.
Quantitative Brokers LLC
Settlement
Settlement
Working capital
Working capital
€
€
Fr.
US$
€
€
US$
£
€
€
€
£
US$
US$
m
600.0
900.0
200.0
300.0
750.0
3,290.0
3,450.0
3,200.0
200.0
22.0
110.0
0
4.9
3.0
31 Dec 2020
m
600.0
900.0
200.0
300.0
750.0
1,250.0
3,050.0
350.0
0
22.0
81.6
1.0
29.1
0
1) €400.0 million of Deutsche Börse AG’s working capital credit lines is a sub-credit line of Clearstream Banking S.A.’s €750.0 million working capital credit line.
2) Including committed foreign exchange swap lines and committed repo lines.
Clearstream Banking S.A. has a bank guarantee (letter of credit) in favour of Euroclear Bank S.A./N.V.
issued by an international consortium to secure daily deliveries of securities between Euroclear Bank
S.A./N.V. and Clearstream Banking S.A. This guarantee amounted to US$3.0 billion as at
31 December 2021 (2020: US$3.0 billion). Euroclear Bank S.A./N.V. has also issued a guarantee in
favour of Clearstream Banking S.A. amounting to US$3.0 billion (2020: US$3.0 billion).
A commercial paper programme offers Deutsche Börse AG an opportunity for flexible, short-term
financing, involving a total facility of €2.5 billion in various currencies. As at 31 December 2021
Deutsche Börse AG had issued commercial paper with a nominal volume of €801.0 million (2020: nil).
Clearstream Banking S.A. also has a commercial paper programme with a programme limit of
€1.0 billion, which is used to provide additional short-term liquidity. As at 31 December 2021 it had
issued commercial paper with a nominal volume of €750.3 million (2020: €546.4 million).
In 2021, S&P Global Ratings (S&P) confirmed Deutsche Börse AG’s AA credit rating with a stable
outlook. Deutsche Börse AG’s commercial paper programme also had the highest short-term rating of
A-1+. The AA rating of Clearstream Banking S.A. was confirmed with a stable outlook by the rating
agencies Fitch and S&P Global Ratings (S&P) in 2021. S&P also rated Clearstream Banking AG as AA in
November 2021. For further details on the rating of Deutsche Börse Group, see section “Financial
position” section in the combined management report.
As in the previous year, there were no concentrations of liquidity risk in the reporting year.
235
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Other disclosures
Remuneration Report
Further information
Maturity analysis of financial instruments (1)
Contractual maturity
31 Dec 2021
Non-derivative financial liabilities
Non-current financial liabilities
measured at amortised cost
thereof lease liabilities
Non-current financial liabilities at fair
value through profit or loss
Sight
€m
0
0
0
7.4
0
0
More than
3 months
but not
more than
1 year
More than
1 year but
not more
than 5
years
Not more
than 3
months
Reconcili-
ation to
carrying
amount
Over 5
years
Carrying
amount
€m
€m
€m
€m
€m
€m
38.9
1,747.5 1,986.5
– 240.4
3,539.9
0
198.1
253.4
– 28.4
423.1
0
1.8
1.5
0
Trade payables
0.1
702.5
Current financial liabilities measured at
amortised cost
thereof lease liabilities
Current financial liabilities at fair value
through profit or loss
13,605.7
1,627.8
686.9
0
0
16.9
52.1
0
0.6
Cash deposits by market participants
0 77,632.3
660.2
0
0
0
0
0
0
0
0
0
0
0
0
1.5
704.4
– 6.1
15,926.4
– 5.4
63.6
0
0
0.6
78,292.5
Total
13,605.8 79,970.0
1,388.4
1,749.0 1,986.5
– 246.5
98,453.2
61,366.4 34,231.1
7,670.2
8,465.2
977.2
0
112,710.1
– 61,294.4 – 34,231.1 – 7,670.2 – 8,465.2 – 977.2
0 – 112,638.1
Derivatives and financial instruments
held by central counterparties
Financial liabilities and derivatives
held by central counterparties
less financial assets and derivatives held
by central counterparties
Cash inflow – derivatives and hedges
Cash flow hedges
Fair value hedges
0
0
10.3
11.6
194.0
0
0
0
Derivatives held for trading
615.1
1,850.5
1,233.1
Cash outflow – derivatives and hedges
Cash flow hedges
Fair value hedges
0
0
– 10.1
– 54.5
– 207.4
0
0
0
Derivatives held for trading
– 615.3 – 1,806.4 – 1,204.4
Total
71.8
44.3
– 14.2
– 13.4
0
0
0
0
0
0
236
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Other disclosures
Remuneration Report
Further information
Maturity analysis of financial instruments (2)
Contractual maturity
Not more
than 3
months
More than 3
months but
not more
than 1 year
More than
1 year but
not more
than 5
years
Reconcili-
ation to
carrying
amount
Over 5
years
Carrying
amount
€m
€m
€m
€m
€m
€m
Sight
€m
0
0
0
0
6.8
0
0
388.6
0
0
13,999.7
409.4
219.2
0
0
12.8
36.4
0
0
1.5
0
38.9
2,239.0
1,477.6
– 287.9
3,474.4
0
169.7
224.4
– 36.2
357.9
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
388.6
1.7 14,630.0
1.8
51.0
0
1.5
0 38,188.8
31 Dec 2020
Non-derivative financial liabilities
Non-current financial liabilities
measured at amortised cost
thereof lease liabilities
Non-current financial liabilities at fair
value through profit or loss
Trade payables
Current financial liabilities measured at
amortised cost
thereof lease liabilities
Current financial liabilities at fair value
through profit or loss
Derivatives and financial instruments
held by central counterparties
Financial liabilities and derivatives
held by central counterparties
less financial assets and derivatives held
by central counterparties
Cash inflow – derivatives and hedges
Cash flow hedges
Fair value hedges
Derivatives held for trading
Cash outflow – derivatives and hedges
Cash flow hedges
Fair value hedges
Cash deposits by market participants
38,188.8
Total
52,188.5
804.8
259.6
2,239.0
1,477.6
– 286.2 56,683.3
41,684.5 25,955.11
12,970.01
5,876.91
1,031.6
0 87,518.11
– 41,684.5 – 26,050.11 – 12,970.01 – 5,876.91 – 1,031.6
0 – 87,613.11
0
0
0
1,156.0
0
0
0
1,870.6
654.1
403.2
0
0
0
– 1,200.5
0
0
0
0
– 405.3
0
0
0
0
0
0
0
0
0
Derivatives held for trading
0
– 1,968.3
– 687.5
Total
0
– 237.2
– 33.4
– 2.1
1) Due to a correction of the previous year's figures, the financial instruments held by central counterparties decreased by in total €89.7 million.
237
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Executive and Supervisory Boards
Management report
Financial statements and notes | Other disclosures
Remuneration Report
Further information
25. Financial liabilities and other risks
Legal risks
The companies of Deutsche Börse Group are exposed to litigation. Such litigation may result in
payments by entities in the Group. If it is more likely than not that an outflow of resources will occur, a
provision will be recognised based on an estimate of the most probable amount necessary to settle the
obligation if such amount is reasonably estimable. The management of the entity affected must assess
whether the possible obligation results from a past event, as well as evaluate the probability of a cash
outflow and estimate its amount.
We recognise provisions for possible losses only if there is a present obligation arising from a past event
that is likely to result in an outflow of resources and if the Group can reliably estimate the amount of the
obligation (see also note 19). Contingent liabilities may result from present obligations and from possible
obligations arising from events in the past. In order to identify the litigation for which the possibility of a
loss is more than unlikely, as well as how the possible loss is estimated, Deutsche Börse Group
considers a large number of factors, including the nature of the claim and the facts on which it is based,
the jurisdiction and course of the individual proceedings, the experience of Deutsche Börse Group, prior
settlement talks (to the extent that they have already taken place) as well as expert opinions and
evaluations of legal advisers. Losses may also arise from legal risks which are not highly probable, so
that no provisions have been recognised. If the event is not completely improbable, the legal risks may
have to be recognised as contingent liabilities. As neither the timing of these contingent liabilities nor the
amount of any payment can be estimated reliably, any quantitative disclosure would not be a useful
guide to possible future losses. For this reason, no figure is provided for contingent liabilities.
Detailed information about the legal disputes, which have been classified as contingent liabilities as of
31 December 2021 and for which consequently no provisions have been recognised, is part of these
consolidated financial statements and included in the combined management report in the section risk
management under the heading legal disputes and business practice.
Tax risks
Due to its business activities in various countries, Deutsche Börse Group is exposed to tax risks. A
process has been developed to recognise and evaluate these risks, which are initially recognised based
on their probability of occurrence. These risks are then measured on the basis of their expected value. A
tax liability is recognised in the event that it is more probable than not that the risks will occur. We
continuously review whether the conditions for recognising corresponding tax liabilities are met. These
tax risks, that are also part of these consolidated financial statements,
are included under the caption business risks in the combined management report in the section risk
management.
238
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Other disclosures
Remuneration Report
Further information
26. Corporate governance
On 8 December 2021 the Executive and Supervisory Boards issued the latest version of the declaration
of compliance in accordance with section 161 Aktiengesetz (AktG, the German Stock Corporation Act)
and made it permanently available to shareholders on the company’s website (see also the Corporate
governance statement).
27. Related party disclosures
Related parties as defined by IAS 24 are members of the executive bodies of Deutsche Börse AG and
their close family members, as well as the companies classified as associates of Deutsche Börse AG,
investors and investees and companies that are controlled or significantly influenced by members of the
executive bodies.
Business relationships with related parties
The following table shows transactions entered into within the scope of business relationships with non-
consolidated companies of Deutsche Börse AG during the 2021 financial year. All transactions took
place at standard market terms.
Transactions with related parties
Amount of the
transactions: revenue
Amount of the
transactions: expenses
Outstanding balances:
receivables
Outstanding balances:
liabilities
Associates
Total sum of business transactions
2021
€m
17.4
17.4
2020
€m
2021
€m
2020
€m
18.6
–28.7
–29.4
18.6
–28.7
–29.4
31 Dec
2021
€m
31 Dec
2020
€m
31 Dec
2021
€m
31 Dec
2020
€m
1.9
1.9
1.9
1.9
–5.0
–5.0
–2.2
–2.2
Business relationships with key management personnel
Key management personnel are persons who directly or indirectly have authority and responsibility for
planning, directing and controlling the company’s activities. The Group only defines the members of the
Executive Board and Supervisory Board of Deutsche Börse AG who were active in the reporting period as
key management personnel for the purposes of IAS 24. In the reporting year and the previous year, no
material transactions took place with key management personnel.
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Executive and Supervisory Boards
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Financial statements and notes | Other disclosures
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Further information
Executive Board
In the reporting year the fixed and variable remuneration of the members of the Executive Board,
including non-cash benefits granted in the financial year, amounted to €18.2 million (2020: €19.4
million). During the year under review, expenses of €3.5 million (2020: €6.0 million) were recognised
in connection with share-based payments to Executive Board members.
The actuarial present value of the pension obligations to Executive Board members was €17.3 million as
at 31 December 2021 (2020: €18.4 million). Expenses of €2.6 million (2020: €3.2 million) were
recognised as additions to pension provisions.
Former members of the Executive Board or their surviving dependants
The remuneration paid to former members of the Executive Board or their surviving dependants
amounted to €6.5 million in 2021 (2020: €8.3 million). The actuarial present value of the pension
obligations was €79.3 million as at 31 December 2021 (2020: €86.0 million).
Termination benefits
There were no changes in the membership of the Executive Board of Deutsche Börse AG in the reporting
year 2021, therefore no expenses were incurred in 2021 (2020 €0.7 million).
Supervisory Board
The aggregate remuneration paid to members of the Supervisory Board in the reporting year was
€2.6 million (2020: €2.5 million).
In financial year 2021 the employee representatives on Deutsche Börse AG’s Supervisory Board received
remuneration (excluding Supervisory Board remuneration) amounting to €1.3 million
(2020: €0.8 million). The total consists of the fixed and variable salary components for those employee
representatives.
28. Employees
Employees
Average number of employees during the year
Employed at the reporting date
2021
9,347
10,200
2020
6,996
7,238
Employees (average annual FTEs)
8,855
6,528
Of the average number of employees during the year, 29 (2020: 28) were managing directors (not
including the Executive Board), 484 (2020: 348) were other senior managers and 8,834
(2020: 6,620) were employees.
Including part-time staff there were 8,855 full-time equivalents (FTE) on average during the year
(2020: 6,528). Please also refer to the section “Our employees” in the combined management report.
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Further information
29. Decision-making bodies
The members of the company’s decision-making bodies are listed in the chapters “The Executive Board”
and “The Supervisory Board” of this annual report.
30. Events after the end of the reporting period
Deutsche Börse AG has successfully placed a corporate hybrind bond in the amount of €500,0 million
on 16 February 2022. The bond has a term of 26.25 years with a first call date after 6 years and a
coupon of 2.0 per cent annually until June 2028.
The hybrid bond will be used to refinance last year’s M&A activities.
31. Date of approval for publication
Deutsche Börse AG's Executive Board approved the consolidated financial statements for submission to
the Supervisory Board on 28 February 2022. The Supervisory Board is responsible for examining the
consolidated financial statements and stating whether it endorses them.
32. Disclosures on material non-controlling interests
Material non-controlling interests (1/2)
European Energy Exchange Group
Qontigo Group
Leipzig, Germany
Frankfurt/Main, Germany
31 Dec 2021
31 Dec 2020
31 Dec 2021
31 Dec 2020
Attributable to non-controlling interests:
Capital (%)
Voting rights (%)
Net profit for the period (in €m)
Equity (in €m)
Dividend payments (in €m)
Assets (in €m)
Liabilities (in €m)
Profit/loss (in €m)
Other comprehensive income (in €m)
Comprehensive income (in €m)
Cash flows (in €m)
24.9
37.2
15.9
150.4
4.0
47,938.8
47,335.0
63.9
14.7
78.6
81.9
24.9
37.2
10.3
130.7
4.0
7,783.6
7,258.7
41.2
– 32.7
8.5
33.5
21.7
21.7
21.0
181.6
16.2
1,028.4
208.1
96.6
59.7
156.3
– 8.7
21.7
21.7
19.2
161.0
13.3
958.7
216.9
88.5
– 66.6
22.0
7.7
241
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Other disclosures
Remuneration Report
Further information
Material non-controlling interests (2/2)
Attributable to non-controlling interests:
Capital (%)
Voting rights (%)
Net profit for the period (in €m)
Equity (in €m)
Dividend payments (in €m)
Assets (in €m)
Liabilities (in €m)
Profit/loss (in €m)
Other comprehensive income (in €m)
Comprehensive income (in €m)
Cash flows (in €m)
33. Disclosures on associates
Non-material associates
Book value of non-material associates
Profit after tax
Other income
Comprehensive income
ISS Group
Rockville, USA
Crypto Finance Group
Zug, Switzerland
31 Dec 2021 31 Dec 2020 31 Dec 2021 31 Dec 2020
18.8
18.8
3.1
345.8
0
2,435.8
596.5
16.5
0
16.5
– 87.4
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
33.3
33.3
0
51.3
0
166.8
12.7
0.1
0
0.1
42.3
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
n/a
31 Dec 2021
€m
88.91
19.31
– 0.11
19.31
31 Dec 2020
€m
89.5
18.6
0
18.6
1) Disclosures are based on preliminary and unaudited figures which may be adjusted subsequently.
242
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Executive and Supervisory Boards
Management report
Financial statements and notes | Other disclosures
Remuneration Report
Further information
34. List of shareholdings
Deutsche Börse AG’s equity interests in subsidiaries, associates and joint ventures as at
31 December 2021 included in the consolidated financial statements are presented in the following
tables. There were no joint ventures as of the reporting date.
Consolidated subsidiaries (part 1)
Company
Domicile
Börse Frankfurt Zertifikate AG
Clearstream Fund Centre AG
Frankfurt/Main, Germany
Zurich, Switzerland
Clearstream Fund Centre (Hong Kong) Limited
Hong Kong, Hong Kong
Clearstream Holding AG
Clearstream Banking AG
Clearstream Banking S.A.
Frankfurt/Main, Germany
Frankfurt/Main, Germany
Luxembourg, Luxembourg
Clearstream Australia Limited
Sydney, Australia
Clearstream Australia Nominees Pty Ltd. (dormant)
Sydney, Australia
Clearstream Banking Japan, Ltd.
Tokyo, Japan
Clearstream Fund Centre SA
Clearstream London Ltd. (dormant)
REGIS-TR S.A.
Luxembourg, Luxembourg
London, United Kingdom
Luxembourg, Luxembourg
Clearstream Global Securities Services Limited
Cork, Ireland
Clearstream International S.A.
LuxCSD S.A.
Clearstream Nominees Limited
Clearstream Operations Prague s.r.o.
Clearstream Services S.A.
REGIS-TR UK Ltd. (dormant)
Crypto Finance AG
Crypto Finance (Brokerage) AG
Crypto Finance (Infrastructure Services) AG
Crypto Finance (Asset Management) AG
Luxembourg, Luxembourg
Luxembourg, Luxembourg
London, United Kingdom
Prague, Czech Republic
Luxembourg, Luxembourg
London, United Kingdom
Zug, Switzerland
Zug, Switzerland
Zug, Switzerland
Zug, Switzerland
DB1 Ventures GmbH
Frankfurt/Main, Germany
Deutsche Boerse Market Data + Services Singapore Pte. Ltd. Singapore, Singapore
Deutsche Boerse Systems Inc.
Centana Growth Partners, LLC
Bryant Sands Partners, LLC
Bryant Sands Partners II, LLC
Quantitative Brokers LLC
Chicago, USA
New York, USA
Delaware, USA
Delaware, USA
New York, USA
Quantitative Brokers UK Limited
Hounslow, United Kingdom
Quantitative Brokers Australia Pty Ltd
Sydney, Australia
Quantitative Brokers Singapore Pte Ltd.
Singapore, Singapore
Quantitative Brokers Software India Private Limited
Chennai, India
U.S. Exchange, L.L.C. (dormant)
Wilmington, USA
Deutsche Börse Photography Foundation gGmbH
Frankfurt/Main, Germany
Deutsche Börse Services s.r.o.
Eurex Frankfurt AG
Eurex Clearing AG
Eurex Repo GmbH
Prague, Czech Republic
Frankfurt/Main, Germany
Frankfurt/Main, Germany
Frankfurt/Main, Germany
Eurex Securities Transactions Services GmbH
Frankfurt/Main, Germany
Eurex Global Derivatives AG
Eurex Services GmbH
Zug, Switzerland
Frankfurt/Main, Germany
Equity interest as at 31 Dec 2021
direct/(indirect)
%
100.00
100.00
(100.00)
100.00
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(50.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(50.00)
66.671)
(66.67)
(66.67)
(66.67)
100.00
100.00
100.00
(100.00)
(100.00)
(100.00)
(72.60)
(72.60)
(72.60)
(72.60)
(72.24)
(100.00)
100.00
100.00
100.00
(100.00)
(100.00)
(100.00)
100.00
100.00
243
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Executive and Supervisory Boards
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Financial statements and notes | Other disclosures
Remuneration Report
Further information
Consolidated subsidiaries (part 2)
Company
Domicile
European Energy Exchange AG
EEX Asia Pte. Limited
EEX Australia Pty Ltd
EEX Link GmbH
European Commodity Clearing AG
Leipzig, Germany
Singapore, Singapore
Sydney, Australia
Leipzig, Germany
Leipzig, Germany
European Commodity Clearing Luxembourg S.à r.l.
Luxembourg, Luxembourg
Grexel Systems oy
KB Tech Ltd.
Nodal Exchange Holdings, LLC
Nodal Exchange, LLC
Nodal Clear, LLC
EEX CEGH Gas Exchange Services GmbH
EPEX SPOT SE
EPEX Netherlands B.V.
EPEX SPOT Schweiz AG
Helsinki, Finland
Tunbridge Wells, United Kingdom
Tysons Corner, USA
Tysons Corner, USA
Tysons Corner, USA
Vienna, Austria
Paris, France
Amsterdam, Netherlands
Bern, Switzerland
Power Exchange Central Europe a.s.
Prague, Czech Republic
ISS HoldCo Inc.
Institutional Shareholder Services Inc.
Asset International, Inc.
Rockville, USA
Rockville, USA
Rockville, USA
Asset International Financial Information UK Holdings
Ltd.
London, United Kingdom
AI Financial Information UK Ltd.
London, United Kingdom
Asset International Australia Pty Ltd.
Melbourne, Australia
Rainmaker Information Pty Limited
Sydney, Australia
Data Management & Integrity Systems Pty
Ltd.
Financial Standard Pty Ltd
Sydney, Australia
Sydney, Australia
Asset International Deutschland GmbH
Haar, Germany
FWW Fundservices GmbH
FWW Media GmbH
Haar, Germany
Haar, Germany
Intelligent Financial Systems Limited
London, United Kingdom
Matrix-Data Limited
London, United Kingdom
Discovery Data Holdings Inc.
Discovery Data Inc
Eatontown, USA
Eatontown, USA
Institutional Shareholder Services (Australia) Pty. Ltd.
Sydney, Australia
Institutional Shareholder Services (Hong Kong) Limited
Hong Kong, Hong Kong
Institutional Shareholder Services Canada Inc.
Toronto, Canada
ACRe Data Inc.
Oakville, Canada
Institutional Shareholder Services Europe S.A.
Brussels, Belgium
Institutional Shareholder Services France S.A.S
Paris, France
Institutional Shareholder Services Switzerland AG
Zurich, Switzerland
Equity interest as at 31 Dec
2021 direct/(indirect)
%
75.05
(75.05)
(75.05)
(75.05)
(75.05)
(75.05)
(75.05)
(75.05)
(75.05)
(75.05)
(75.05)
(38.27)
(38.27)
(38.27)
(38.27)
(50.03)
81.20
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
244
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Executive and Supervisory Boards
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Financial statements and notes | Other disclosures
Remuneration Report
Further information
Consolidated subsidiaries (part 3)
Company
Domicile
Institutional Shareholder Services Germany AG
Munich, Germany
Institutional Shareholder Services India Private Limited Mumbai, India
Institutional Shareholder Services K.K.
Tokyo, Japan
Institutional Shareholder Services Philippines Inc.
Manila, Philippines
Institutional Shareholder Services (Singapore) Private
Limited
ISS Corporate Solutions, Inc.
ISS Europe Limited
ISS-Ethix AB
Nordic Investor Services AB
Singapore, Singapore
Rockville, USA
London, United Kingdom
Stockholm, Sweden
Stockholm, Sweden
Institutional Shareholder Services UK Limited
London, United Kingdom
Securities Class Action Services, LLC
Rockville, USA
Qontigo GmbH
Axioma Inc.
Axioma (CH) GmbH
Axioma (HK) Ltd.
Axioma (UK) Ltd.
Axioma Argentina S.A.U.
Axioma Asia Pte Ltd.
Axioma Deutschland GmbH
Axioma Japan G.K.
Axioma Ltd.
Axioma S.A.S.U.
Qontigo Index GmbH
Stoxx Ltd.
INDEX PROXXY Ltd.
Tradegate Exchange GmbH
Börse Berlin AG
360 Treasury Systems AG
Frankfurt/Main, Germany
New York, USA
Geneva, Switzerland
Hong Kong, Hong Kong
London, United Kingdom
Buenos Aires, Argentina
Singapore, Singapore
Frankfurt/Main, Germany
Tokyo, Japan
Sydney, Australia
Paris, France
Frankfurt/Main, Germany
Zug, Switzerland
London, United Kingdom
Berlin, Germany
Berlin, Germany
Frankfurt/Main, Germany
360 Trading Networks Inc.
New York, USA
360 Trading Networks Limited
Dubai, United Arab Emirates (UAE)
360 Trading Networks Sdn Bhd
360T Asia Pacific Pte. Ltd.
360TGTX Inc.
Finbird GmbH
Kuala Lumpur, Malaysia
Singapore, Singapore
New York, USA
Frankfurt/Main, Germany
ThreeSixty Trading Networks (India) Pte. Ltd.
Mumbai, India
1) Of which 59.98 per cent direct and 3.99 per cent indirect equity interest.
Equity interest as at 31 Dec 2021
direct/(indirect)
%
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
(81.20)
78.32
(78.32)
(78.32)
(78.32)
(78.32)
(78.32)
(78.32)
(78.32)
(78.32)
(78.32)
(78.32)
(78.32)
(78.32)
(78.32)
63.971
(63.97)
100.00
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
(100.00)
245
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Executive and Supervisory Boards
Management report
Financial statements and notes | Other disclosures
Remuneration Report
Further information
Associates
Company
360X AG
Domicile
Frankfurt/Main, Germany
BrainTrade Gesellschaft für Börsensysteme mbH
Frankfurt/Main, Germany
China Europe International Exchange AG
Frankfurt/Main, Germany
Deutsche Börse Commodities GmbH
Frankfurt/Main, Germany
EMEX East Med. Energy Exchange Ltd.
Giv’atajim, Israel
enermarket GmbH
FundsDLT
HQLAx S.à r.l.
Origin Primary Limited
R5FX Ltd
SEEPEX a.d.
SPARK Commodities Ltd.
Frankfurt/Main, Germany
Luxembourg, Luxembourg
Luxembourg, Luxembourg
London, United Kingdom
London, United Kingdom
Belgrade, Serbia
Singapore, Singapore
Tradegate AG Wertpapierhandelsbank
Berlin, Germany
ZDB Cloud Exchange GmbH in Liquidation
Eschborn, Germany
Equity interest as at 31 Dec 2021
direct/(indirect)
%
48.30
(37.72)
40.00
16.20
(30.02)
(30.02)
17.91
31.40
20.00
15.65
(9.57)
(18.76)
19.99
49.90
246
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes | Responsibility statement by the Executive Board
Remuneration Report
Further information
Responsibility statement by the Executive Board
To the best of our knowledge, and in accordance with the applicable reporting principles, the
consolidated financial statements give a true and fair view of the assets, liabilities, financial position and
profit or loss of the Group, and the combined management report includes a fair review of the
development and performance of the business and the position of the Group, together with a description
of the principal opportunities and risks associated with the expected development of the Group.
Frankfurt / Main, 2 March 2022
Deutsche Börse AG
267
247
Independent Auditors’
Report
To Deutsche Börse Aktiengesellschaft, Frankfurt am Main
Report on the Audit of the Consolidated Financial Statements and of the
Group Management Report
Audit Opinions
We have audited the consolidated financial statements of Deutsche Börse Aktiengesellschaft, Frankfurt
am Main, and its subsidiaries (the Group), which comprise the consolidated statement of financial
position as at December 31, 2021, and the consolidated statement of comprehensive income, consoli-
dated statement of profit or loss, consolidated statement of changes in equity, and consolidated
statement of cash flows for the financial year from January 1 to December 31, 2021, and notes to the
consolidated financial statements, including a summary of significant accounting policies. In addition,
we have audited the group management report of Deutsche Börse Aktiengesellschaft, which is com-
bined with the Company‘s management report, – which comprises the content included to comply with
the German legal requirements as well as the non-financial statement pursuant to § [Article] 289b Abs.
[paragraph] 1 HGB [Handelsgesetzbuch: German Commercial Code]and § 315b Abs. 1 HGB included
in section “About this report” of the group management report – for the financial year from January 1
to December 31, 2021. In accordance with the German legal requirements, we have not audited the
content of those parts of the group management report listed in the “Other Information” section of our
auditor‘s report.
In our opinion, on the basis of the knowledge obtained in the audit,
the accompanying consolidated financial statements comply, in all material respects, with the IFRSs
as adopted by the EU, and the additional requirements of German commercial law pursuant to
§ 315e Abs. 1 HGB and, in compliance with these requirements, give a true and fair view of the
assets, liabilities, and financial position of the Group as at December 31, 2021, and of its financial
performance for the financial year from January 1 to December 31, 2021, and
the accompanying group management report as a whole provides an appropriate view of the Group‘s
position. In all material respects, this group management report is consistent with the consolidated
financial statements, complies with German legal requirements and appropriately presents the
opportunities and risks of future development. Our audit opinion on the group management report
does not cover the content of those parts of the group management report listed in the “Other
Information” section of our auditor‘s report.
Pursuant to § 322 Abs. 3 Satz [sentence] 1 HGB, we declare that our audit has not led to any
reservations relating to the legal compliance of the consolidated financial statements and of the group
management report.
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Basis for the Audit Opinions
We conducted our audit of the consolidated financial statements and of the group management report in
accordance with § 317 HGB and the EU Audit Regulation (No. 537/2014, referred to subsequently as
“EU Audit Regulation”) in compliance with German Generally Accepted Standards for Financial Statement
Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW).
Our responsibilities under those requirements and principles are further described in the “Auditor‘s
Responsibilities for the Audit of the Consolidated Financial Statements and of the Group Management
Report” section of our auditor‘s report. We are independent of the group entities in accordance with the
requirements of European law and German commercial and professional law, and we have fulfilled our
other German professional responsibilities in accordance with these requirements. In addition, in accor-
dance with Article 10 (2) point (f) of the EU Audit Regulation, we declare that we have not provided
non-audit services prohibited under Article 5 (1) of the EU Audit Regulation. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions on the
consolidated financial statements and on the group management report.
Key Audit Matters in the Audit of the Consolidated Financial Statements
Key audit matters are those matters that, in our professional judgment, were of most significance in our
audit of the consolidated financial statements for the financial year from January 1 to December 31,
2021. These matters were addressed in the context of our audit of the consolidated financial statements
as a whole, and in forming our audit opinion thereon; we do not provide a separate audit opinion on
these matters.
In our view, the matters of most significance in our audit were as follows:
1 Recoverability of goodwill and other intangible assets
2 Assessment of certain legal risks
Our presentation of these key audit matters has been structured in each case as follows:
1 Matter and issue
2 Audit approach and findings
3 Reference to further information
Hereinafter we present the key audit matters:
1 Recoverability of goodwill and other intangible assets
1 In the Company‘s consolidated financial statements goodwill and other intangible assets amounting
in total to EUR 7,509.6 million (97% of total consolidated assets) are reported under the “Intangi-
ble assets” balance sheet item. Other intangible assets relate in particular to stock exchange
licenses, brand names and customer relationships. Goodwill and other intangible assets are tested
for impairment by the Company once a year and/or when there are indications of impairment to
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the test of the goodwill including their carrying amount) is compared with recoverable amount in
the context of the impairment test. The recoverable amount is generally calculated on the basis of
fair value less costs of disposal. The present value of the future cash flows from the respective
cash-generating unit or the groups of cash-generating units normally serves as the basis of valua-
tion. Present values are calculated using discounted cash flow models. For this purpose, the
adopted medium-term business plan of the Group forms the starting point which is extrapolated
based on assumptions about long-term rates of growth. Expectations relating to future market
developments and assumptions about the development of macroeconomic factors fair value also
taken into account. The discount rate used is the weighted average cost of capital for the respective
cash-generating units. The impairment test determined that no write-downs were necessary.
The outcome of this valuation is dependent to a large extent on the estimates made by the execu-
tive directors with respect to the future cash flows from the respective cash-generating units, the
discount rate used, the rate of growth and other assumptions, and is therefore subject to consider-
able uncertainty. Against this background and due to the complex nature of the valuation, this
matter was of particular significance in the context of our audit.
2 As part of our audit, we initially assessed the methodology used for the purposes of performing the
impairment test. After matching the future cash flows used for the calculation against the adopted
medium-term business plan of the Group for the respective groups of cash-generating units, we
analyzed in particular the material planning assumptions, compared the plans against analyst
expectations and performed plan-actual and plan-plan analyses in order to assess the appropriate-
ness of these plans. In addition, we assessed the appropriate consideration of the costs of Group
functions and the appropriateness of the growth assumptions after the forecast period and of the
assumed weighted average cost of capital. The Company‘s valuation was additionally verified by
comparing the implied multiples with market multiples. In order to reflect the uncertainty inherent
in the projections, we evaluated the sensitivity analyses performed by the Company and carried out
our own sensitivity analyses for those cash-generating units with low headroom (carrying amount
compared with the recoverable amount). Taking into account the information available, we deter-
mined that the carrying amounts of the cash-generating units (including the allocated carrying
amounts for goodwill) were adequately covered by the discounted future cash flows.
Overall, the valuation methods, parameters and assumptions used by the executive directors are in
line with our expectations and are also within the ranges considered by us to be reasonable.
3 The Company‘s disclosures on impairment tests of goodwill and other intangible assets are
contained in note 10 “Intangible assets” to the consolidated financial statements.
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2 Assessment of certain legal risks
1 Companies of the Deutsche Börse Group are exposed to certain legal risks. These specific legal
risks include legal disputes involving Clearstream Banking S.A. in connection with the Iranian
Central Bank in which Clearstream Banking S.A. sees itself exposed to surrender and compensa-
tion claims from the Iranian Central Bank amounting to USD 4.9 billion (plus interest) and claims
from additional group of claimants, an action by the insolvency administrator for the assets of Air
Berlin PLC i.I. against Clearstream Banking AG demanding payment of approximately EUR 498
million and an investigation relating to securities transactions by market participants beyond the
dividend date (cum/ex transactions). The determination of whether or not a provision should be
recognized to cover the risks, and if so, in what amount, is subject to a high degree of uncertainty.
Deutsche Börse Group recognizes provisions if a current obligation arises from a past event which
is likely to result in an outflow of funds and can be reliably estimated. No provisions are recognized
in the consolidated financial statements as at December 31, 2021 for the aforementioned legal
risks, as the executive directors do not believe an outflow of funds to be likely. In our view, due to
their legal complexity, the aforementioned legal risks are of particular significance to our audit
based on the significant uncertainty as to their further development and potential effects on the
assets, liabilities, financial position and financial performance.
2 As part of our audit, we examined the underlying documents to the above-mentioned legal disputes
and proceedings and analyzed the legal assessment of Deutsche Börse Group. With the knowledge
that uncertainty results in an increased risk of accounting misstatements and that the executive
directors‘ decisions have a direct effect on consolidated net profit, we assessed the executive
directors‘ estimates with the assistance of our own specialists. Furthermore, we also held regular
meetings with the Company‘s legal department in order to receive updates on current develop-
ments and understand the reasons for the corresponding estimates of the outcomes of the proceed-
ings. The development of material legal risks, including executive directors‘ assessments as to their
potential outcomes, was provided to us by the legal departments in writing. Furthermore, we
obtained external legal confirmations and assessed legal opinions prepared by external attorneys as
at the balance sheet date. The executive directors‘ estimates regarding the aforementioned matters
and their presentation in the consolidated financial statements are sufficiently substantiated and
documented.
3 The Company‘s disclosures relating to material legal risks are contained in note 24 “Financial
obligations and other risks” to the consolidated financial statements as well as in the risk report in
the Group management report.
Other Information
The executive directors are responsible for the other information. The other information comprises
the following non-audited parts of the group management report:
the statement on corporate governance pursuant to § 289f HGB and § 315d HGB included
in the “Corporate governance statement” section of the group management report.
the information on CO2 emissions classified as unaudited.
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The other information comprises further
the remuneration report pursuant to § 162 AktG [Aktiengesetz: German Stock Corporation Act],
for which the supervisory board is also responsible
all remaining parts of the annual report – excluding cross-references to external information – with
the exception of the audited consolidated financial statements, the audited group management report
and our auditor‘s report
Our audit opinions on the consolidated financial statements and on the group management report do
not cover the other information, and consequently we do not express an audit opinion or any other
form of assurance conclusion thereon.
In connection with our audit, our responsibility is to read the other information mentioned above and,
in so doing, to consider whether the other information
is materially inconsistent with the consolidated financial statements, with the group management
report disclosures audited in terms of content or with our knowledge obtained in the audit, or
otherwise appears to be materially misstated.
Responsibilities of the Executive Directors and the Supervisory Board for the Consolidated
Financial Statements and the Group Management Report
The executive directors are responsible for the preparation of the consolidated financial statements
that comply, in all material respects, with IFRSs as adopted by the EU and the additional requirements
of German commercial law pursuant to § 315e Abs. 1 HGB and that the consolidated financial
statements, in compliance with these requirements, give a true and fair view of the assets, liabilities,
financial position, and financial performance of the Group. In addition the executive directors are
responsible for such internal control as they have determined necessary to enable the preparation of
consolidated financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the consolidated financial statements, the executive directors are responsible for assessing
the Group‘s ability to continue as a going concern. They also have the responsibility for disclosing, as
applicable, matters related to going concern. In addition, they are responsible for financial reporting
based on the going concern basis of accounting unless there is an intention to liquidate the Group or
to cease operations, or there is no realistic alternative but to do so.
Furthermore, the executive directors are responsible for the preparation of the group management
report that, as a whole, provides an appropriate view of the Group‘s position and is, in all material
respects, consistent with the consolidated financial statements, complies with German legal require-
ments, and appropriately presents the opportunities and risks of future development. In addition,
the executive directors are responsible for such arrangements and measures (systems) as they have
considered necessary to enable the preparation of a group management report that is in accordance
with the applicable German legal requirements, and to be able to provide sufficient appropriate
evidence for the assertions in the group management report.
The supervisory board is responsible for overseeing the Group‘s financial reporting process for the
preparation of the consolidated financial statements and of the group management report.
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Auditor‘s Responsibilities for the Audit of the Consolidated Financial Statements and of the
Group Management Report
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements
as a whole are free from material misstatement, whether due to fraud or error, and whether the group
management report as a whole provides an appropriate view of the Group‘s position and, in all material
respects, is consistent with the consolidated financial statements and the knowledge obtained in the
audit, complies with the German legal requirements and appropriately presents the opportunities and
risks of future development, as well as to issue an auditor‘s report that includes our audit opinions on
the consolidated financial statements and on the group management report.
Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in
accordance with § 317 HGB and the EU Audit Regulation and in compliance with German Generally
Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer
(IDW) will always detect a material misstatement. Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate, they could reasonably be expected to influence
the economic decisions of users taken on the basis of these consolidated financial statements and this
group management report.
We exercise professional judgment and maintain professional skepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the consolidated financial statements and
of the group management report, whether due to fraud or error, design and per-form audit proce-
dures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our audit opinions. The risk of not detecting a material misstatement resulting
from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal controls.
Obtain an understanding of internal control relevant to the audit of the consolidated financial
statements and of arrangements and measures (systems) relevant to the audit of the group manage-
ment report in order to design audit procedures that are appropriate in the circumstances, but not for
the purpose of expressing an audit opinion on the effectiveness of these systems.
Evaluate the appropriateness of accounting policies used by the executive directors and the reason-
ableness of estimates made by the executive directors and related disclosures.
Conclude on the appropriateness of the executive directors‘ use of the going concern basis of
accounting and, based on the audit evidence obtained, whether a material uncertainty exists related
to events or conditions that may cast significant doubt on the Group’s ability to continue as a going
concern. If we conclude that a material uncertainty exists, we are required to draw attention in the
auditor‘s report to the related disclosures in the consolidated financial statements and in the group
management report or, if such disclosures are inadequate, to modify our respective audit opinions.
Our conclusions are based on the audit evidence obtained up to the date of our auditor‘s report.
However, future events or conditions may cause the Group to cease to be able to continue as a
going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements,
including the disclosures, and whether the consolidated financial statements present the underlying
transactions and events in a manner that the consolidated financial statements give a true and fair
view of the assets, liabilities, financial position and financial performance of the Group in compliance
with IFRSs as adopted by the EU and the additional requirements of German commercial law
pursuant to § 315e Abs. 1 HGB.
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or busi-
ness activities within the Group to express audit opinions on the consolidated financial statements
and on the group management report. We are responsible for the direction, supervision and perfor-
mance of the group audit. We remain solely responsible for our audit opinions.
Evaluate the consistency of the group management report with the consolidated financial statements,
its conformity with German law, and the view of the Group‘s position it provides.
Perform audit procedures on the prospective information presented by the executive directors in the
group management report. On the basis of sufficient appropriate audit evidence we evaluate, in
particular, the significant assumptions used by the executive directors as a basis for the prospective
information, and evaluate the proper derivation of the prospective information from these assump-
tions. We do not express a separate audit opinion on the prospective information and on the
assumptions used as a basis. There is a substantial unavoidable risk that future events will differ
materially from the prospective information.
We communicate with those charged with governance regarding, among other matters, the planned
scope and timing of the audit and significant audit findings, including any significant deficiencies in
internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with the
relevant independence requirements, and communicate with them all relationships and other matters
that may reasonably be thought to bear on our independence, and where applicable, the related
safeguards.
From the matters communicated with those charged with governance, we determine those matters that
were of most significance in the audit of the consolidated financial statements of the current period and
are therefore the key audit matters. We describe these matters in our auditor‘s report unless law or
regulation precludes public disclosure about the matter.
Other Legal and Regulatory Requirements
Report on the Assurance on the Electronic Rendering of the Consolidated Financial Statements
and the Group Management Report Prepared for Publication Purposes in Accordance with
§ 317 Abs. 3a HGB
Assurance Opinion
We have performed assurance work in accordance with § 317 Abs. 3a HGB to obtain reasonable
assurance as to whether the rendering of the consolidated financial statements and the group manage-
ment report (hereinafter the “ESEF documents”) contained in the electronic file “deutschebrseag-2021-
12-31-de.zip” and prepared for publication purposes complies in all material respects with the require-
ments of § 328 Abs. 1 HGB for the electronic reporting format (“ESEF format”). In accordance with
German legal requirements, this assurance work extends only to the conversion of the information
contained in the consolidated financial statements and the group management report into the ESEF
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format and therefore relates neither to the information contained within these renderings nor to any
other information contained in the electronic file identified above.
In our opinion, the rendering of the consolidated financial statements and the group management
report contained in the electronic file identified above and prepared for publication purposes complies
in all material respects with the requirements of § 328 Abs. 1 HGB for the electronic reporting format.
Beyond this assurance opinion and our audit opinion on the accompanying consolidated financial
statements and the accompanying group management report for the financial year from January 1 to
December 31, 2021 contained in the “Report on the Audit of the Consolidated Financial Statements
and on the Group Management Report” above, we do not express any assurance opinion on the
information contained within these renderings or on the other information contained in the electronic
file identified above.
Basis for the Assurance Opinion
We conducted our assurance work on the rendering of the consolidated financial statements and the
group management report contained in the electronic file identified above in accordance with § 317
Abs. 3a HGB and the IDW Assurance Standard: Assurance Work on the Electronic Rendering, of
Financial Statements and Management Reports, Prepared for Publication Purposes in Accordance with
§ 317 Abs. 3a HGB (IDW AsS 410 (10.2021)) and the International Standard on Assurance Engage-
ments 3000 (Revised). Our responsibility in accordance therewith is further described in the “Group
Auditor’s Responsibilities for the Assurance Work on the ESEF Documents” section. Our audit firm
applies the IDW Standard on Quality Management 1: Requirements for Quality Management in the
Audit Firm (IDW QS 1).
Responsibilities of the Executive Directors and the Supervisory Board for the ESEF Documents
The executive directors of the Company are responsible for the preparation of the ESEF documents
including the electronic renderings of the consolidated financial statements and the group management
report in accordance with § 328 Abs. 1 Satz 4 Nr. [number] 1 HGB and for the tagging of the consoli-
dated financial statements in accordance with § 328 Abs. 1 Satz 4 Nr. 2 HGB.
In addition, the executive directors of the Company are responsible for such internal control as they
have considered necessary to enable the preparation of ESEF documents that are free from material
non-compliance with the requirements of § 328 Abs. 1 HGB for the electronic reporting format,
whether due to fraud or error.
The supervisory board is responsible for overseeing the process for preparing the ESEF documents as
part of the financial reporting process.
Group Auditor’s Responsibilities for the Assurance Work on the ESEF Documents
Our objective is to obtain reasonable assurance about whether the ESEF documents are free from
material non-compliance with the requirements of § 328 Abs. 1 HGB, whether due to fraud or error.
We exercise professional judgment and maintain professional skepticism throughout the assurance
work. We also:
Identify and assess the risks of material non-compliance with the requirements of § 328 Abs. 1
HGB, whether due to fraud or error, design and perform assurance procedures responsive to those
risks, and obtain assurance evidence that is sufficient and appropriate to provide a basis for our
assurance opinion.
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Obtain an understanding of internal control relevant to the assurance work on the ESEF documents
in order to design assurance procedures that are appropriate in the circumstances, but not for the
purpose of expressing an assurance opinion on the effectiveness of these controls.
Evaluate the technical validity of the ESEF documents, i.e., whether the electronic file containing the
ESEF documents meets the requirements of the Delegated Regulation (EU) 2019/815 in the version
in force at the date of the consolidated financial statements on the technical specification for this
electronic file.
Evaluate whether the ESEF documents provide an XHTML rendering with content equivalent to the
audited consolidated financial statements and to the audited group management report.
Evaluate whether the tagging of the ESEF documents with Inline XBRL technology (iXBRL) in
accordance with the requirements of Articles 4 and 6 of the Delegated Regulation (EU) 2019/815,
in the version in force at the date of the consolidated financial statements, enables an appropriate
and complete machine-readable XBRL copy of the XHTML rendering.
Further Information pursuant to Article 10 of the EU Audit Regulation
We were elected as group auditor by the annual general meeting on May 19, 2021. We were engaged
by the supervisory board on April 8, 2021. We have been the group auditor of the Deutsche Börse
Aktiengesellschaft, Frankfurt am Main, without interruption since the financial year 2021.
We declare that the audit opinions expressed in this auditor‘s report are consistent with the additional
report to the audit committee pursuant to Article 11 of the EU Audit Regulation (long-form audit
report).
Reference to an other matter– use of the Auditor’s Report
Our auditor’s report must always be read together with the audited consolidated financial statements
and the audited group management report as well as the assured ESEF documents. The consolidated
financial statements and the group management report converted to the ESEF format – including the
versions to be published in the Federal Gazette – are merely electronic renderings of the audited
consolidated financial statements and the audited group management report and do not take their
place. In particular, the “Report on the Assurance on the Electronic Rendering of the Consolidated
Financial Statements and the Group Management Report Prepared for Publication Purposes in Accor-
dance with § 317 Abs. 3a HGB” and our assurance opinion contained therein are to be used solely
together with the assured ESEF documents made available in electronic form.
German Public Auditor Responsible for the Engagement
The German Public Auditor responsible for the engagement is Dr. Michael Rönnberg.
Frankfurt am Main, March 2, 2022
PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft
sgd. Marc Billeb
Wirtschaftsprüfer
(German Public Auditor)
sgd. Dr. Michael Rönnberg
Wirtschaftsprüfer
(German Public Auditor)
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Remuneration Report
I Introduction
The remuneration report describes the principles and the structure of the remuneration of the Executive
Board and Supervisory Board of Deutsche Börse AG and reports on the remuneration awarded and due
to members of the Executive and Supervisory Boards in 2021. The report was prepared by the Executive
Board and Supervisory Board in accordance with the requirements of section 162 Aktiengesetz (Stock
Corporation Act, AktG) and follows the recommendations and suggestions of the German Corporate
Governance Code (GCGC) as amended on 16 December 2019. It also takes into account the current
version of the guidelines of the Working Group for sustainable Management Board remuneration
systems, which is made up of the Supervisory Board Chairs of listed companies in Germany, as well as
representatives of institutional investors, academics and corporate governance experts.
Above and beyond the requirements of section 162 (3) AktG, the remuneration report was reviewed by
PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft both in a formal as well as material
audit. The remuneration report and the attached memorandum on the review of the remuneration report
can be found on the Deutsche Börse AG website under https://www.deutsche-boerse.com/dbg-
en/investor-relations/corporate-governance/remuneration.
II Review of the 2021 financial year
This review of the 2021 financial year explains the context in which the remuneration decisions were
taken and enables their comprehensive perception.
Changes in the legal framework for remuneration reports
Gesetz zur Umsetzung der zweiten Aktionärsrechterichtlinie (Act to Transpose the Second Shareholder
Rights Directive, ARUG II) which took effect on 1 January 2020 required the remuneration report for
2021 to be prepared for the first time on the basis of the new legal requirements of section 162 AktG.
The remuneration report for 2020 already complied with most of these requirements. The changes in
the legal framework meant that for the first time the remuneration report for 2021 was prepared jointly
by the Executive Board and Supervisory Board.
Deutsche Börse AG believes that transparency, and understandable and comprehensible reporting, are
key principles for the broad acceptance by all stakeholders of Executive Board and Supervisory Board
remuneration. When preparing the new remuneration report, Deutsche Börse AG therefore followed
national and international best practice, particularly, in order to meet the expectations of the capital
market in terms of high transparency and comprehensibility. The remuneration report of Deutsche Börse
AG significantly exceeds the new legal requirements.
The remuneration report for 2021 will be presented to the Annual General Meeting 2022 for approval by
consultative vote pursuant to section 120a (4) AktG.
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Approval of the new remuneration system by the Annual General Meeting 2021
The new remuneration system for the Executive Board was adopted by the Supervisory Board on
16 December 2020 and approved at the Annual General Meeting 2021 by a large majority of 94.97 per
cent. The approval rate increased by 29.52 percentage points compared with the vote on the previous
remuneration system at the Annual General Meeting 2020.
The new remuneration system applies to all members of the Executive Board as of 1 January 2021.
The revision was preceded by a review of the previous remuneration system by the Supervisory Board in
terms of its strategic direction and necessary alignment with the current Deutsche Börse Group growth
strategy “Compass 2023”. With the advice of the Nomination Committee, the Supervisory Board carried
out a wide-ranging revision and enhancement of the remuneration system, bringing it into line with
Deutsche Börse Group’s clear focus on profitable organic and inorganic growth. In particular, the new
remuneration system reflects the greater importance of acquisitions and equity holdings. In the course of
the revision, the Supervisory Board also took into account feedback from investors as part of the Say on
Pay 2020 and the corresponding recommendations of some proxy advisors.
The following table shows the main changes to the new remuneration system for the Executive Board
compared with the previous remuneration system, which only applied in the 2020 financial year:
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Performance and target achievement in 2021
The Supervisory Board believes it is vitally important to have a clear link between Executive Board
members’ remuneration and their performance (“pay for performance”). A large proportion of Executive
Board remuneration therefore consists of performance-based remuneration components. For this reason
and because strategically relevant indicators are used as performance criteria, the amount of Executive
Board remuneration is closely linked to the performance of Deutsche Börse Group.
Deutsche Börse Group achieved its growth targets in 2021, despite the ongoing challenges of the
COVID-19 pandemic and strong cyclical headwinds.
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The target of at least 5 per cent secular growth in net revenue was reached in 2021. Net revenue rose
overall by 9 per cent. In addition to the increase in net revenue, EBITDA rose by 9 per cent and EPS by
12 per cent.
The M&A targets set as part of “Compass 2023” were even slightly exceeded, despite the challenging
conditions resulting from the COVID-19 pandemic. The majority stake of 81 per cent in Institutional
Shareholder Services, Inc. (ISS) acquired in 2021 made a major contribution to reaching this target.
This acquisition enables Deutsche Börse Group to position itself as a leading global market infrastructure
provider in the ongoing transformation of capital markets towards more sustainable investing. As a
result, Deutsche Börse Group is already the world’s third-largest provider of ESG information. Together
with the acquisition of Axioma completed before 2021, the purchase of a majority stake in ISS in 2021
significantly strengthened Deutsche Börse Group’s position in the fast-growing data and analytics
business. At the same time, the data and research business strengthens the entire value chain. With the
full takeover of Clearstream Fund Center AG from UBS, the Investment Fund Services business was
significantly expanded and strengthened. Due to the majority stake in European Energy Exchange AG
(EEX), with its products and services relating to energy trading and energy-related markets such as
carbon emission rights, Deutsche Börse Group is also well positioned in this promising market. Deutsche
Börse Group substantially strengthened its strategic position in key growth markets overall, and again
improved its line-up for further organic growth. Investments in new asset classes such as digital assets
and crypto currencies, as well as increased capital expenditure on new technologies, further
strengthened the foundation for Deutsche Börse Group’s future competitiveness. Finally, Deutsche Börse
Group continued to manage its investment portfolio very actively, both in terms of divestments and with
further minority investments in the context of the Group’s corporate venture capital activities.
The successful implementation of the corporate strategy “Compass 2023” again improved a number of
key financial indicators, which are also used as performance criteria for the performance-based
components of the Executive Board remuneration.
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In view of this successful growth, a proposal will be made at the Annual General Meeting 2022 to
increase the dividend again to €3.20 for the 2021 financial year. The successful performance in 2021,
which also included achieving ambitious targets for further increases in net revenue and EBITDA, was
also reflected in the average target achievement of 140.88 per cent for the Performance Bonus. Net
revenue and EBITDA are the performance criteria for the Performance Bonus, in addition to individual
targets.
The following chart shows the average overall target achievement of the Executive Board members in the
Performance Bonus for 2021:
A detailed description of the performance criteria, target achievement and resulting payouts can be found
in the chapter “Performance Bonus”.
The tranche of the Performance Share Plan (PSP) granted in 2017 (PSP Tranche 2017) ended at the
close of the 2021 financial year. Overall target achievement in the PSP Tranche 2017 of 188.82 per
cent reflects Deutsche Börse Group’s strong growth over the five-year performance period. Targets were
exceeded for both the criterion “Adjusted Net Income Growth” and the criterion “Total Shareholder Return
(TSR) Performance”. The maximum target achievement for relative TSR not only reflects the strong
absolute performance of the Deutsche Börse share on the capital market, but also its above-average
relative performance compared with the relevant peer group. Overall target achievement of the Executive
Board members for the PSP Tranche 2017 is as follows:
A detailed description of the performance criteria, target achievement and resulting payouts can be found
in the section “Overall target achievement and payouts from the PSP Tranche 2017”.
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Composition of the Executive Board and Supervisory Board
There were no changes among the members of the Executive Board in 2021. The Supervisory Board
voted on 8 December 2021 to renew the period of office of Gregor Pottmeyer for three years as of
1 October 2022.
The Annual General Meeting 2021 elected Chong Lee Tan to the Supervisory Board by a majority of
97.56 per cent. He succeeded Amy Yok Tak Yip, who was no longer a candidate.
Oliver Greie was a member of the Supervisory Board temporarily, as an employee representative from
19 May 2021. As a trade union representative he succeeded Gerd Tausendfreund, who stepped down
from the Board when he retired from work.
After an interruption due to the COVID-19 pandemic, the employee representatives on the Supervisory
Board were elected on 15 and 16 November 2021. The following employee representatives were
elected: Markus Beck, Anja Greenwood, Susann Just-Marx, Achim Karle, Peter Sack and Daniel
Vollstedt, with Nadine Absenger and Katrin Behrens as trade union representatives.
III Executive Board remuneration in 2021
1. Principles of Executive Board remuneration
Executive Board remuneration serves as an important steering element for the strategic direction of
Deutsche Börse Group and makes a key contribution to advancing and implementing the corporate
strategy, as well as to the sustainable long-term development of Deutsche Börse AG. Choosing suitable
performance criteria for performance-based remuneration sets incentives to manage the company
sustainably and successfully over the long term and to drive the realisation of its strategic objectives.
In order to support a strong equity culture and further align the interests of the Executive Board and
shareholders, most of the performance-based remuneration components are share-based.
Executive Board remuneration is based on the principle that Executive Board members should receive
appropriate remuneration in line with their performance, functions and responsibilities. By setting
ambitious performance criteria, the Supervisory Board follows a strict pay-for-performance approach.
The long-term structure of the remuneration system, as expressed in the largely multi-year assessment
basis for the performance-based remuneration components, also avoids creating incentives for taking
unreasonable risks.
The following overview shows the main guidelines applied by the Supervisory Board for the Executive
Board remuneration:
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1.1 Process for determining, implementing and reviewing the remuneration system
The Supervisory Board, being advised by its Nomination Committee, determines the remuneration
system for the members of the Executive Board. The remuneration system adopted by the Supervisory
Board is presented to the Annual General Meeting for approval. The Supervisory Board reviews the
remuneration system regularly with the support of its Nomination Committee. After any significant
changes, but not less than every four years, the Supervisory Board again presents the remuneration
system to the Annual General Meeting for approval.
1.2 Appropriateness of Executive Board remuneration
The remuneration of Executive Board members is determined by the Supervisory Board on the basis of
the remuneration system, whereby the Nomination Committee prepares the Supervisory Board’s
decision. The Supervisory Board ensures that remuneration is appropriate to the corresponding Executive
Board member’s tasks and performance, as well as to the company’s financial situation, and that it does
not exceed common market pay levels without special justification. For this purpose, the Supervisory
Board conducts a regular horizontal and vertical peer group comparison, generally every other year.
To do so, the Supervisory Board may engage external experts who are independent of the Executive
Board and the Company. The horizontal comparison is based on relevant national and international peer
groups. The Supervisory Board selects the peer groups based on the criteria country, size and industry
sector as stipulated in AktG. Based on the country criterion and given their comparable size, DAX-listed
companies are included as a suitable peer group for the purpose of the horizontal comparison. In order
to reflect the industry sector criterion, European financial institutions were used as customers and
competitors of Deutsche Börse Group, as well as international stock exchange operators as additional
peer groups.
In order to assess whether the remuneration is in line with usual levels within the Company (vertical
comparison), the Supervisory Board – in accordance with the recommendations of the GCGC – also
takes into account the ratio of Executive Board remuneration to the remuneration of senior managers and
the workforce as a whole, and how the various salary grades have developed over time. In this context,
senior managers mean the two management levels below the Executive Board. The Supervisory Board
considers the remuneration ratio in respect of both the employees of Deutsche Börse AG and the
employees of Deutsche Börse Group as a whole.
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The results of the review are taken into account by the Supervisory Board when setting the target
remuneration for the Executive Board members, which also ensures that the Executive Board
remuneration is appropriate.
The last review of appropriateness took place in the 2021 financial year. The Supervisory Board was
supported by an independent external advisor and the Executive Board remuneration was found to be
appropriate.
Target remuneration
1.3
In their service contract, each Executive Board member is promised a target remuneration in line with
common market levels, which depends largely on their relevant knowledge and experience for the role. It
is also based on the target remuneration for the other Executive Board members. Target remuneration for
the Executive Board members was not changed in 2021. Differences in total target remuneration result
from the volatility of fringe benefits and the service cost for pension purposes.
Target remuneration (part 1)
Theodor Weimer
(CEO)
Christoph Böhm
(CIO/COO)
Base salary
Fringe benefits
One-year variable
remuneration
Performance Bonus
(cash component)
Multi-year variable
remuneration
Performance Bonus
(Restricted Stock)
Performance Shares
Tranche 2020–2024
Performance Shares
Tranche 2021–2025
2021
2020
2021
2020
€ thous.
%
€ thous.
%
€ thous.
%
€ thous.
1,500.0
25.7
1,500.0
24.2
720.0
25.9
720.0
60.5
1.0
61.4
1.0
28.5
1.0
55.3
%
25.4
1.9
1,100.0
18.8
1,100.0
17.8
560.0
20.1
560.0
19.7
1,100.0
–
1,100.0
–
560.0
–
560.0
–
2,400.0
41.1
2,400.0
38.8
1,120.0
40.3
1,120.0
39.4
1,100.0
–
1,100.0
0
–
1,300.0
1,300.0
–
0
–
–
–
560.0
0
560.0
–
–
–
560.0
560.0
0
–
–
–
Pension expense
782.4
13.4
1,126.8
18.2
351.8
12.7
386.7
13.6
Total target remuneration
5,842.9
100.0
6,188.2
100.0
2,780.3
100.0
2,842.0
100.0
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Target remuneration (part 2)
Thomas Book
(responsible for Trading & Clearing)
Heike Eckert
(responsible for HR & Compliance,
Director of Labour Relations; since 1 July 2020)
Base salary
Fringe benefits
One-year variable
remuneration
Performance Bonus
(cash component)
Multi-year variable
remuneration
Performance Bonus
(Restricted Stock)
Performance Shares
Tranche 2020–2024
Performance Shares
Tranche 2021–2025
2021
2020
2021
2020
€ thous.
%
€ thous.
%
€ thous.
%
€ thous.
650.0
23.8
650.0
23.7
650.0
25.3
325.0
27.2
1.0
32.2
1.2
25.7
1.0
12.5
%
24.4
1.0
516.7
18.9
516.7
18.8
516.7
20.1
258.3
19.4
516.7
–
516.7
–
516.7
–
258.3
–
1,033.4
37.9
1,033.4
37.6
1,033.4
40.2
516.6
38.8
516.7
0
516.7
–
–
–
516.7
516.7
0
–
–
–
516.7
0
516.7
–
–
–
258.3
258.3
0
–
–
–
Pension expense
502.1
18.4
514.8
18.7
345.0
13.4
218.3
16.4
Total target remuneration
2,729.4
100.0
2,747.1
100.0
2,570.8
100.0
1,330.7
100.0
Target remuneration (part 3)
Stephan Leithner
(responsible for Pre- & Post-Trading)
Gregor Pottmeyer
(CFO)
Base salary
Fringe benefits
One-year variable
remuneration
Performance Bonus
(cash component)
Multi-year variable
remuneration
Performance Bonus
(Restricted Stock)
Performance Shares
Tranche 2020–2024
Performance Shares
Tranche 2021–2025
2021
2020
2021
2020
€ thous.
%
€ thous.
%
€ thous.
%
€ thous.
720.0
26.0
720.0
25.8
720.0
26.1
720.0
22.3
0.8
17.3
0.6
35.8
1.3
35.2
%
26.2
1.3
560.0
20.2
560.0
20.0
560.0
20.3
560.0
20.3
560.0
–
560.0
–
560.0
–
560.0
–
1,120.0
40.5
1,120.0
40.1
1,120.0
40.6
1,120.0
40.7
560.0
0
560.0
–
–
–
560.0
560.0
0
–
–
–
560.0
0
560.0
–
–
–
560.0
560.0
0
–
–
–
Pension expense
346.4
12.5
378.3
13.5
319.8
11.7
317.3
11.5
Total target remuneration
2,768.7
100.0
2,795.6
100.0
2,755.6
100.0
2,752.5
100.0
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1.4 Compliance with maximum remuneration
The Supervisory Board has defined a maximum remuneration for Executive Board members in
accordance with section 87a (1) sentence 2 no. 1 AktG, which limits the maximum payouts of
compensation promised in one financial year. In the remuneration system for 2021 the maximum
remuneration for the Chief Executive Officer is €12,000,000 and for the ordinary Executive Board
members €6,000,000. The maximum remuneration includes all payouts of non-performance-based
remuneration (base salary, fringe benefits, pension and risk protection) and performance-based
remuneration components (Performance Bonus, Performance Shares), whereby the pension and risk
protection are based on the service cost.
It will only be possible to report on compliance with maximum remuneration for 2021 after the payout
for the tranche of Performance Shares granted in 2021. To the extent that the payout from Performance
Shares would result in the maximum remuneration being exceeded, the payout would be reduced
accordingly to ensure compliance with the maximum remuneration.
A maximum remuneration figure also existed before the remuneration system for 2021 to cap the annual
payouts from remuneration components. It was set at €9,500,000 for each active Executive Board
member and was always complied with.
2.
Overview of the remuneration system for Executive Board members
In structuring the remuneration, the Supervisory Board strives to ensure that the overall framework for
remuneration within the Executive Board is as uniform as possible. The remuneration system for
Executive Board members consists of non-performance-based and performance-based components.
The non-performance-based remuneration components consist of base salary, contractual fringe benefits
and provisions for retirement and risk protection. The performance-based component consists of the
Performance Bonus and the Performance Shares.
In addition, the company’s share ownership guidelines require Executive Board members to invest a
substantial amount in Deutsche Börse AG shares during their term of office.
To ensure the pay for performance orientation of Executive Board remuneration, around 70 per cent of
the target direct remuneration (base salary, target amount of Performance Bonus and target amount of
Performance Shares) consists of performance-based remuneration components. Furthermore, around 70
per cent of this performance-based remuneration has a multi-year assessment basis and is also share-
based. This ensures that the remuneration structure is aligned with the company’s sustainable long-term
development. It also ensures that the performance-based remuneration to reward the achievement of
long-term targets is higher than that for short-term targets and that the interests of the Executive Board
are aligned with those of shareholders.
Base salary accounts for around 30 per cent of the target direct remuneration. The Performance Bonus,
which is paid out after the respective financial year, accounts for approx. 22.5 per cent of the target
direct remuneration. The Performance Bonus, which is available to the Executive Board members after
further four financial years (performance-based restricted stock) also accounts for approx. 22.5 per cent.
Performance Shares account for approx. 25 per cent of the target direct remuneration.
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3.
Application of remuneration components in the 2021 financial year in detail
3.1 Non-performance-based remuneration components
3.1.1 Base salary
The members of the Executive Board receive a fixed base salary, which is paid in twelve equal monthly
instalments. When setting the amount of base salary the Supervisory Board is guided by the relevant
knowledge and experience of the Executive Board members for their respective role.
3.1.2 Fringe benefits
Executive Board members receive contractually agreed fringe benefits. These include i.a. an appropriate
company car for business and personal use. They also receive taxable contributions towards private
pensions. In addition, the company takes out appropriate insurance coverage for them. This included
accident insurance in the 2021 financial year. Another fringe benefit in the 2021 financial year was the
use of carpool vehicles or vehicles with drivers.
Executive Board members were not granted any other fringe benefits in the 2021 financial year apart
from those mentioned.
In the 2021 financial year, there was also directors & officers (D&O) insurance for Executive Board
members.
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3.1.3 Pension and risk coverage
As another non-performance-based component of the remuneration system the Executive Board
members are entitled to a pension as well as invalidity and life insurance.
The members of the Executive Board are generally entitled to receive retirement benefits upon reaching
the age of 60, provided that they are no longer in the service of Deutsche Börse AG at that time – for
Thomas Book, this applies on reaching the age of 63. The Supervisory Board reviews and determines
the pensionable income that is used as the basis for retirement benefits. Executive Board members
normally receive a defined contribution pension. An exception applies to Executive Board members with
existing entitlements from previous positions within Deutsche Börse Group. In this case, they may
receive a defined benefit pension instead. This exception only applies to Thomas Book.
a. Defined contribution pension system
The rules of the defined contribution pension scheme apply to Theodor Weimer, Christoph Böhm, Heike
Eckert, Stephan Leithner and Gregor Pottmeyer.
Under the defined contribution pension scheme, the Company makes an annual capital contribution to
the scheme for each calendar year that a member serves on the Executive Board. This pension
contribution is calculated by applying an individual contribution rate to their pensionable income. The
Supervisory Board determines and regularly reviews the pensionable income. The capital contributions
calculated in this manner bear interest at 3 per cent p.a. The benefit is generally paid out in the form of
a monthly pension. However, the Executive Board member may choose for payment to be made in the
form of a one-off lump sum or as five instalments. The entitlements vest in accordance with the
provisions of Betriebsrentengesetz (German Company Pensions Act).
b. Defined benefit pension system (legacy provisions)
Under the defined benefit pension scheme, eligible beneficiaries who have reached the contractually
agreed age receive pensions calculated as a defined proportion of their individual pensionable income
(replacement rate). The requirement is that the respective Executive Board member was in office for at
least three years and was reappointed at least once. As is the case under the defined contribution
scheme, the Supervisory Board determines and regularly reviews the pensionable income. The
replacement rate depends on the length of Executive Board service and number of reappointments, and
amounts to a maximum of 50 per cent. The payment terms and the rules governing vesting correspond
to those of the defined contribution scheme.
Members of the Executive Board are entitled to an early pension if the Company does not extend their
service agreements, unless the reasons for doing so are attributable to the Executive Board member or
would justify terminating the agreement without observance of a notice period. As in the case of a
retirement pension, the amount of the early pension is calculated by applying the replacement rate to the
respective pensionable income. Executive Board members with a defined contribution pension are not
eligible for an early pension.
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c. Benefits in the case of permanent occupational disability or death
A key component of the pension commitments relates to the Executive Board members’ benefits in the
case of permanent occupational disability or death. If an Executive Board member has a permanent
occupational disability, the Company has the right to put that Executive Board member into retirement. A
permanent occupational disability arises if the Executive Board member is incapable of working for more
than six months and it is not expected that they will be fit to return to work within another six months. In
this case, Executive Board members with defined benefit pensions receive an amount calculated by
applying the achieved replacement rate to the respective pensionable income. Executive Board members
with defined contribution pensions receive the plan assets already accrued when the pension benefits
fall due, plus a supplement. The supplement corresponds to the full annual pension contribution that
would have been due in the year of departure multiplied by the number of years between the date on
which the pension benefits fall due and the Executive Board member's sixtieth birthday. If an Executive
Board member dies, their surviving spouse receives 60 per cent and each eligible child 10 per cent (for
full orphans: 25 per cent) of the amount presented above, however up to a maximum of 100 per cent of
the pension contribution.
d. Transitional payments
In the event that an Executive Board member becomes permanently incapable of working, the defined
benefit pension agreements for Executive Board members provide for a transitional payment. The
amount of this payment corresponds to the target amount of performance-based remuneration
(Performance Bonus and Performance Shares) in the year in which the event triggering the benefits
occurs. It is paid out in two tranches in the two following years. If an Executive Board member dies,
their spouse receives 60 per cent of the transitional payment.
The pensionable income and the present value of the pension commitments as at 31 December 2021
are shown in the following tables in consolidated form for each Executive Board member.
Retirement benefits (defined contribution pension system)
Pensionable income
Contribution
percentage
Service cost
Present value of
pension commitments
IAS 19
Executive Board member
€ thous.
2021
2020
€ thous.
2021
2020
2021
2020
2021
2020
%
%
€ thous.
€ thous.
€ thous.
€ thous.
Theodor Weimer
Christoph Böhm
Heike Eckert
Stephan Leithner
Gregor Pottmeyer
1,200.0
1,200.0
500.0
500.0
500.0
500.0
500.0
500.0
500.0
500.0
50.0
48.0
40.0
48.0
48.0
50.0
782.4
1,126.8
2,729.7
2,026.2
48.0
351.8
386.7
1,157.1
856.0
40.0
345.0
218.3
512.8
208.2
48.0
346.4
378.3
1,273.0
976.2
48.0
319.8
317.3
4,630.7
4,610.9
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Retirement benefits (defined benefit pension system)
Pensionable income
Replacement rate
Service cost
IAS 19
Present value of
pension commitments
Executive Board member
€ thous.
€ thous.
%
%
€ thous.
€ thous.
€ thous.
€ thous.
Thomas Book
500.0
500.0
50.0
50.0
502.1
514.8
6,969.3
7,354.1
2021
2020
2021
2020
2021
2020
2021
2020
3.2 Performance-based remuneration components
Performance-based remuneration components account for the majority of the Executive Board members’
remuneration. Performance-based remuneration comprises a Performance Bonus and Performance
Shares. The performance-based remuneration components are mostly assessed on a multi-year basis to
ensure the sustainable long-term development of Deutsche Börse AG. They are also mostly share-based,
which aligns the interests of the Executive Board and the shareholders. Performance-based remuneration
is largely calculated on the basis of long-term performance by measuring various performance criteria
over five years (Performance Shares and performance-based restricted stock: one-year performance
period plus four-year blocking period). The cash portion of the Performance Bonus (annual payout) is
the only short-term element of the performance-based remuneration. The performance criteria include
both financial and non-financial targets. In order to systematically pursue the idea of pay for
performance, the performance criteria are ambitiously set. In order to take a holistic approach to the
company’s success, different performance criteria are used for the Performance Bonus and Performance
Shares.
In accordance with recommendation G.8 GCGC, targets and reference parameters set by the Supervisory
Board for performance-based remuneration components for each upcoming financial year may not be
changed retrospectively.
The performance criteria and other important aspects of the performance-based remuneration
components address the core pillars of the corporate strategy “Compass 2023”. The following chart
illustrates the close link between the corporate strategy and the performance criteria and key aspects of
the performance-based remuneration.
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As the core principle of Executive Board remuneration at Deutsche Börse AG, the focus is always on pay
for performance. The following overview illustrates this for an ordinary Executive Board member using
three performance scenarios to highlight the connection between target achievement and amount of
direct remuneration:
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3.2.1 Performance Bonus
a. Principles of the Performance Bonus
The Performance Bonus comprises, in equal parts, a cash portion and a share-based portion
(performance-based restricted stock). The target achievement and the resulting cash payout as well as
the amount to be invested in shares (performance-based restricted stock) are measured based on three
equally weighted performance criteria: net revenue, EBITDA and individual targets.
The Performance Bonus is intended to set an incentive for the realisation of operational objectives which
are materially important to the long-term development of Deutsche Börse AG. For this reason, the
performance criteria include net revenue and EBITDA, financial indicators which are vital for the
successful execution of the “Compass 2023” growth strategy and create incentives for profitable growth.
Individual targets make it possible to differentiate performance according to the operational and strategic
responsibilities of the individual Executive Board members. At the same time, the individual targets allow
to guide the Executive Board as a whole, particularly in terms of achieving core strategic targets which
are essential for the implementation of the corporate strategy.
A Performance Bonus with a certain target amount is agreed with each Executive Board member every
year, with target achievement being measured over the course of a financial year. In total, an overall
target achievement ranging from 0 per cent to 200 per cent is possible. This means that a complete loss
of the Performance Bonus is also possible.
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b. Performance criteria for the Performance Bonus
Overall target achievement for the Performance Bonus is measured using the performance criteria net
revenue, EBITDA and individual targets. Target achievement of 0 per cent to 200 per cent is possible for
each performance criterion.
Net revenue
The basis is net revenue as reported in the consolidated financial statements. This consists of revenue
plus net interest income from banking business and other operating income, less volume-related costs.
Using net revenue as a performance criterion for the Performance Bonus is intended to incentivise the
desired growth in net revenue. This serves as the basis for all the other activities carried out by Deutsche
Börse AG and for its long-term, sustainable success.
The target achievement for the market expectation component and the target achievement for the growth
component are added to calculate the target achievement for the net revenue performance criterion.
Target achievement for the market expectation component of net revenue
To calculate target achievement for the market expectation component of net revenue, a target value is
set by the Supervisory Board before the financial year begins. The target value set by the Supervisory
Board is based on capital market consensus. In this way the Supervisory Board ensures that the target is
in line with investors’ expectations for the upcoming financial year. For the 2021 financial year, the
Supervisory Board set a target value of €3,264.0 million.
The target value determines the lower limit, which is 85 per cent of the target value and so €2,774.4
million for the 2021 financial year. The upper limit is 110 per cent of the target value and so €3,590.4
million.
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To calculate target achievement in the market expectation component, the net revenue as reported,
which amounted to €3,509.5 million in 2021, is adjusted for M&A transactions not included in the
target setting. This ensures that the target achievement is measured by reference to the target set. Net
revenue for the measurement of target achievement was reduced by €–223.9 million in the 2021
financial year to reflect the takeover of ISS, which was not included in the target set. On this basis the
actual value was €3,285.6 million.
Determination of actual value Net revenue
“As reported”
Adjustments
Actual value
Net revenue 2021
€m
3,509.5
–223.9
3,285.6
This represents a target achievement of 106.62 per cent in the market expectation component of net
revenue.
Target achievement Net revenue
Target value €m
Actual value €m
Deviation %
Target achievement %
3,264.0
3,285.6
0.66
106.62
Target achievement for the growth component of net revenue
The growth component establishes a link between the focus on absolute growth, on the one hand, and
investor expectations, on the other. This incentivises both internal and external growth expectations in
order to sharpen the focus on strategic growth. The indicator net revenue as reported is used for the
growth component, which includes any M&A effects.
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To measure the target achievement for the growth component of net revenue, the actual percentage
change in net revenue compared with the previous year’s net revenue is multiplied by three.
Whereas net revenue in the 2020 financial year was €3,213.8 million, the figure in the 2021 financial
year was €3,509.5 million, which is an increase of 9.20 per cent. This means the target achievement
for the 2021 financial year in the growth component of net revenue was 27.60 per cent.
Adding the target achievement for the market expectation and growth components gives a total target
achievement for net revenue of 134.22 per cent in 2021.
Target achievement Net revenue 2021
Market expectation
component
Target achievement
Net revenue
2021
Net revenue
2020
%
€m
€m
Net revenue
106.62
3,509.5
3,213.8
Growth component
Target
achievement
%
Total target
achievement
Net revenue
%
27.60
134.22
Change
%
9.20
EBITDA
The basis is EBITDA as reported in the consolidated financial statements. This stands for earnings before
interest, tax, depreciation, amortisation and impairment losses. One of the main pillars of the corporate
strategy, alongside absolute growth, is the profitability of this growth. To reflect this strategic relevance,
EBITDA has been established as a key indicator for the purpose of managing Deutsche Börse AG and
implementing the corporate strategy, and thus serves as a performance criterion for the Performance
Bonus.
The target achievement for the market expectation component and the target achievement for the growth
component are added to calculate the target achievement for the EBITDA criterion.
Target achievement for the market expectation component of EBITDA
To calculate target achievement for the market expectation component of EBITDA, a target value is set by
the Supervisory Board before the financial year begins. The target value is determined by multiplying the
EBITDA margin in the previous year by the target value for the performance criterion net revenue for the
upcoming financial year, as described above. For the 2021 financial year, the Supervisory Board set a
target value of €1,898.0 million.
The target determines the lower limit, which is 85 per cent of the target value and so €1,613.3 million
for the 2021 financial year. The upper limit is 110 per cent of the target value and so €2,087.8 million
for the 2021 financial year.
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To calculate the target achievement for the market expectation component, EBITDA as reported, which
was €2,043.1 million in the 2021 financial year, is adjusted firstly for the financial effects of any non-
budgeted M&A transactions in the year of the legally binding agreement on the respective M&A
transaction, and secondly for any material extraordinary non-recurring effects that were not or not fully
budgeted for, and which were not caused by the current Executive Board. EBITDA for the measurement
of target achievement was reduced by €–63.4 million in the 2021 financial year to reflect the takeover
of ISS, which was not included in the target set. On this basis, the actual value was €1,979.7 million.
Determination of actual value EBITDA
“As reported”
Adjustments
Actual value
EBITDA 2021
€m
2,043.1
–63.4
1,979.7
This represents a target achievement of 143.05 per cent in the market expectation component of
EBITDA.
Target achievement EBITDA
Target value €m
Actual value €m
Deviation %
Target achievement %
1,898.0
1,979.7
4.3
143.05
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Target achievement for the growth component of EBITDA
As in the net revenue criterion, the growth component of EBITDA ensures that the focus on absolute
growth is maintained, in addition to the target based on investor expectations. To measure the target
achievement for the growth component of EBITDA, the actual percentage change in EBITDA compared
with the previous year’s EBITDA is multiplied by three.
To determine the growth component of EBITDA, EBITDA as reported may only be adjusted for any
material extraordinary non-recurring effects that were not or not fully budgeted for, and which were not
caused by the current Executive Board.
Whereas EBITDA in the 2020 financial year was €1,869.4 million, the figure in the 2021 financial year
was €2,043.1 million, which is an increase of 9.29 per cent. This means the target achievement for the
2021 financial year in the growth component of EBITDA was 27.88 per cent.
Adding the target achievement for the market expectation and growth components gives a total target
achievement for EBITDA of 170.92 per cent in the 2021 financial year.
Target achievement EBITDA 2021
Growth component
Market expectation
component
Target achievement
EBITDA 2021
EBITDA 2020
Change
EBITDA
143.05
2,043.1
1,869.4
%
€m
€m
%
9.29
Target
achievement
%
Total target
achievement
EBITDA
%
27.88
170.92
Individual targets
The individual targets are set by the Supervisory Board for each Executive Board member for the
upcoming financial year (or for the remainder of the year if the member is appointed in the course of the
year). Individual targets may be defined for multiple or all Executive Board members together. When
setting individual targets, the Supervisory Board ensures that they are demanding and quantifiable. To
ensure this is the case, concrete figures or expectations are defined for the target achievement. To avoid
any dilution of the incentive effect, each Executive Board member has no more than four targets per
financial year.
The targets are derived from the corporate strategy and include its implementation. Strategic projects and
initiatives can be used, as can operating measures that serve directly or indirectly for the implementation
of the corporate strategy.
Individual targets should contribute to an implementation of the corporate strategy as well as the long-
term, sustainable development of Deutsche Börse AG. Targets can be based on both financial and non-
financial indicators. ESG targets are also potential individual targets. By defining financial and non-
financial targets and measuring their achievement, the Supervisory Board ensures that the
implementation of the corporate strategy is advanced and pursued sustainably, and that a holistic
approach is taken to the success of Deutsche Börse Group.
Four individual targets were defined for all Executive Board members at the start of the 2021 financial
year.
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In accordance with the Deutsche Börse AG corporate strategy “Compass 2023”, which also provides for
a higher proportion of inorganic growth, the initiation and implementation of M&A, including post-
merger integration, was agreed as a target for the CEO Theodor Weimer, for the CFO Gregor Pottmeyer
and for the Executive Board members Thomas Book and Stephan Leithner. For Thomas Book and
Stephan Leithner the target was limited to their respective divisions Trading & Clearing and Pre- and
Post-Trading.
Other individual targets for the CEO Theodor Weimer, which were defined according to a quantitative
assessment, were the acceptance and quality of implementation of “Compass 2023”, and the reputation
of Deutsche Börse Group.
The ordinary Executive Board members were set the following specific targets for their area of
responsibility.
For Christoph Böhm, CIO and COO, the Supervisory Board set the target of an effective IT organisation
as determined by a quantitative assessment, and the elaboration of a new IT strategy in line with the
corporate strategy “Compass 2023”.
Gregor Pottmeyer as CFO was tasked with ensuring an effective and efficient CFO organisation in line
with a quantitative assessment by the Supervisory Board.
The performance of Thomas Book and Stephan Leithner was measured, in particular, by reference to
their business results. These were assessed in terms of the achievement of predefined financial targets.
Heike Eckert was set the individual target for the 2021 financial year of ensuring an effective
compliance function in line with a quantitative assessment by the Supervisory Board and effective HR
work. An additional target for her was to refine and implement the HR strategy of Deutsche Börse Group.
The performance of all ordinary Executive Board members was measured in terms of their contribution
to effective collaboration across all divisions to promote innovation, agility and overall corporate results.
Collective targets for the Executive Board included managing business activities with regard to
regulations applicable to the entire Group, and to ongoing legal proceedings. In particular, the Executive
Board had to manage business activities so as to comply with the wide-ranging and diverse regulatory
and legal requirements and to make improvements where necessary. A quantitative assessment of this
performance by the Supervisory Board was also required.
The Nomination Committee and the Supervisory Board both discussed the individual targets in detail. A
decision on the target achievement was taken on the basis of a detailed presentation and assessment of
the Executive Board’s collective and individual performances.
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c. Overall target achievement for the Performance Bonus 2021, payable in 2022
Half the amount of the Performance Bonus resulting from the overall target achievement is paid out in
cash and half is invested in restricted stock in the amount of the net payout. The cash payout is made at
the latest with the regular salary payment for the calendar month following the approval of the
consolidated financial statements. The performance-based restricted stock increases the long-term
incentive effect of the Performance Bonus and aligns the interests of the Executive Board even more
closely with those of shareholders. Restricted stock is subject to a four-year blocking period in line with
recommendation G.10 GCGC. The Executive Board member can only dispose of the stock freely after
this four-year period.
The following table shows the target achievement and payout amounts for each Executive Board
member:
Overview of Performance Bonus 2021
Target amount € thous.
Target achievement %
Payout amount in €thous.
Executive Board
member
Cash
Restricted
Individual
component
Stock Net revenue
EBITDA
targets
Total
Cash
Restricted
Stock
Theodor Weimer
1,100.0
1,100.0
134.22
170.92
145.0
150.05
1,650.6
1,650.6
Christoph Böhm
560.0
560.0
134.22
170.92
100.0
135.05
756.3
Thomas Book
Heike Eckert
516.7
516.7
134.22
170.92
110.0
138.38
715.0
516.7
516.7
134.22
170.92
110.0
138.38
715.0
Stephan Leithner
560.0
560.0
134.22
170.92
130.0
145.05
812.3
Gregor Pottmeyer
560.0
560.0
134.22
170.92
110.0
138.38
774.9
756.3
715.0
715.0
812.3
774.9
3.2.2 Performance Shares
Executive Board members were granted the Performance Share Plan (PSP) Tranche 2021 at the
beginning of the 2021 financial year. The performance period for the PSP Tranche 2017 also ended at
the close of the 2021 financial year. Other PSP tranches have also been granted in recent years, for
which the performance periods are still ongoing.
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The following overview shows the consolidated PSP tranches in the 2021 financial year:
a. General principles of the PSP Tranche 2021
The Performance Share Plan supports the realisation of the growth-oriented corporate strategy, on the
one hand, through the selection of financial performance criteria. On the other hand, the inclusion of
ESG targets in the PSP emphasises a focus on Deutsche Börse AG’s sustainable development. At the
same time, the five-year performance period encourages a focus, in particular, on the long-term
development of Deutsche Börse AG.
The PSP provides each Executive Board member with a number of so-called Performance Shares at the
beginning of every financial year. The number of these initial (virtual) Performance Shares is determined
by dividing the amount of the individual target remuneration in euros by the average Xetra® closing
price of Deutsche Börse shares in the calendar month preceding the start of the performance period.
The relevant share price at grant for the PSP Tranche 2021, which was granted at the beginning of the
2021 financial year and ends at the close of the 2025 financial year, was €138.22. The individual
target amounts, the share price at grant, the number of virtual Performance Shares granted and the
potential maximum number of Performance Shares at the end of the performance period are shown for
the individual Executive Board members below:
Grant of the PSP Tranche 2021
Executive Board member
Target amount
€ thous.
Share price at grant
€
Number of
Performance Shares
granted
Maximum number of
Performance Shares possible
(250% target achievement)
Theodor Weimer
Christoph Böhm
Thomas Book
Heike Eckert
Stephan Leithner
Gregor Pottmeyer
1,300.0
560.0
516.7
516.7
560.0
560.0
138.22
138.22
138.22
138.22
138.22
138.22
9,406
4,052
3,739
3,739
4,052
4,052
23,515
10,130
9,348
9,348
10,130
10,130
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Target achievement regarding the final number of Performance Shares is determined after the end of a
five-year performance period. Overall target achievement for the Performance Shares is measured using
the performance criteria relative total shareholder return (TSR), earnings per share (EPS) and ESG
targets. The financial performance criteria each allow for a target achievement of 0 per cent to 250 per
cent, whereas the ESG targets allow for a target achievement of 0 per cent to 217.5 per cent. Target
achievement for the criteria relative TSR and EPS is measured at the end of the five-year performance
period. Target achievement for the ESG targets is determined and locked in at the end of every financial
year, however. Final target achievement for the ESG targets is measured at the end of the five-year
performance period using the average target achievement over the financial years.
The final number of virtual Performance Shares is determined by the overall target achievement for the
performance criteria over the five-year performance period, multiplied by the number of Performance
Shares initially granted. The final number of Performance Shares determined in this manner is multiplied
by the average Xetra® closing price for Deutsche Börse shares in the calendar month preceding the end
of the performance period, plus the dividends paid during the performance period. This represents the
total shareholder return of the Deutsche Börse share over the five-year performance period. The result of
the multiplication is the payout amount to acquire real shares. The payout amount from the Performance
Shares is capped at 400 per cent of the target amount. It is due no later than with the regular salary
payment for the calendar month following the approval of the consolidated financial statements after the
end of the respective performance period.
The Executive Board members are obliged to invest the entire amount of the payout after tax in shares of
Deutsche Börse AG.
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b. Performance criteria for the PSP Tranche 2021
Relative total shareholder return
The total shareholder return (TSR) of the Deutsche Börse share compared with the companies in the
sector-specific index STOXX® Europe 600 Financials over the five-year performance period provides an
external performance criterion that is aligned with the capital market. The relative TSR emphasises the
alignment of interests between Executive Board and shareholders and also integrates a relative
performance metric into the remuneration system. This creates a strong incentive to outperform the
relevant peer group over the long term.
The possible target achievement for the final number of Performance Shares from this 50 per cent-
weighted performance criterion ranges from 0 per cent to 250 per cent. By defining an ambitious target
achievement curve, which starts payout only after the median has been exceeded, the Supervisory
Board emphasises the pay-for-performance approach to Executive Board remuneration also with regards
to the total shareholder return.
The detailed target achievement curve for relative TSR is as follows:
The target achievement for the performance criterion relative TSR is disclosed at the end of the
performance period for the respective PSP tranche.
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Earnings per share (EPS)
Earnings per share (EPS) is used as an internal financial performance criterion. The basis for the
criterion is EPS as reported in the consolidated financial statements. Alongside net revenue and EBITDA,
EPS is the third key indicator for measuring the successful implementation of the growth strategy.
Implementing EPS as a performance criterion for the Performance Shares incentivises long-term
profitable growth in this remuneration component too, and reflects Deutsche Börse AG’s focus on
growth. Including EPS as a performance criterion for the Performance Shares also ensures that only
M&A that are successful in the long term are rewarded as any unsuccessful investments would have a
negative impact on EPS.
The performance of EPS is measured by its compound annual growth rate (CAGR) over the five-year
performance period.
The possible target achievement for the final number of Performance Shares from this 25 per cent-
weighted performance criterion ranges from 0 per cent to 250 per cent. The target defined by the
Supervisory Board is an EPS CAGR of 7.5 per cent p.a. over the performance period. The cap was set at
18.75 per cent p.a. and the floor at 0 per cent p.a.
The detailed target achievement curve for EPS is as follows:
To measure target achievement, the reported EPS is adjusted for any amortisation of intangible assets,
purchase price allocations (PPA) and transaction costs in the case of large M&A transactions valued at
more than €1 billion. The PPA correction reflects the business model of Deutsche Börse AG and
potential M&A targets, since these typically only have minor tangible assets. Adjusting for transaction
costs means the Executive Board is not penalised by completing larger M&A transactions, which is in
line with the growth strategy by means of both organic and inorganic growth.
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The target achievement for the performance criterion EPS and any adjustments are disclosed at the end
of the performance period for the respective PSP tranche.
ESG targets
ESG targets are the third performance criteria for the Performance Shares and are intended to further
encourage the sustainable development of Deutsche Börse Group. This underlines Deutsche Börse AG’s
focus on a holistic approach to its corporate responsibility and ensures its sustainable success as a
company.
The ESG targets are defined on the basis of a catalogue of criteria with four categories: “External
perspective”, “Employee satisfaction”, “Expansion of ESG business” and “CO2 neutrality”. They reflect the
different ESG aspects and cover them holistically.
The targets in these four categories are clearly measurable and subject to specific target achievement
curves. To measure total target achievement for the ESG targets, the first step is to calculate the target
achievement in the four categories “External perspective”, “Employee satisfaction”, “Expansion of ESG
business” and “CO2 neutrality” at the end of each financial year. These figures are then added on a
weighted basis and formally confirmed. At the end of the five-year performance period, the second step
is to measure total target achievement for the ESG targets by calculating the average of the annual target
achievements for ESG targets over the entire performance period. The possible total target achievement
for the final number of Performance Shares from this 25 per cent-weighted performance criterion ranges
from 0 per cent to 217.5 per cent. The annual target achievement for the ESG targets and the
achievement in the individual categories of ESG targets are disclosed at the end of each financial year.
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External perspective
In the “External perspective” category the aim is to achieve good results in three leading independent
ESG ratings. Target achievement is based on the average ranking (percentile) in three leading
independent ESG ratings determined beforehand by the Supervisory Board. For the PSP Tranche 2021,
the Supervisory Board has chosen the ESG ratings from S&P, Sustainalytics and MSCI.
The possible target achievement for the final number of Performance Shares from this 6.25 per cent-
weighted performance criterion ranges from 0 per cent to 250 per cent. The Supervisory Board has
chosen the 90th percentile as the target value and defined an upper and lower limit. The upper limit is
the 99th percentile and the lower limit the 75th percentile.
The detailed target achievement curve for the category “External perspective” is as follows:
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Employee satisfaction
A sustainable HR policy is also part of Deutsche Börse AG’s sustainability strategy. This particularly
includes a high level of employee satisfaction. To emphasise this, good results in the annual employee
survey are integrated as an additional ESG target. The survey is carried out by an independent external
provider.
The possible target achievement for the final number of Performance Shares from this 6.25 per cent-
weighted performance criterion ranges from 0 per cent to 250 per cent. The Supervisory Board has
defined a target value in the annual employee survey of 71.5 per cent approval, and set upper and
lower limits. The cap is set at 84.5 per cent approval and the floor at 55.5 per cent approval.
The detailed target achievement curve for the category “Employee satisfaction” is as follows:
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Expansion of ESG business
A key part of Deutsche Börse AG’s growth strategy is to expand its ESG business and continue to grow in
this area. The third ESG target is therefore growth in net revenue from ESG products and ESG services
(detailed comments on ESG products and services can be found in the section “Definition of our ESG net
revenue” of the combined management report).
The possible target achievement for the final number of Performance Shares from this 6.25 per cent-
weighted performance criterion ranges from 0 per cent to 250 per cent. The Supervisory Board has
defined a target value for growth in ESG net revenue of 10 per cent p.a., and set upper and lower limits.
The cap was set at 25 per cent p.a. and the floor at 0 per cent p.a.
The detailed target achievement curve for the category “Expansion of ESG business” is as follows:
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CO2 neutrality
Another important ESG target is to achieve and maintain CO2 neutrality for Deutsche Börse Group.
The possible target achievement for the final number of Performance Shares from this 6.25 per cent-
weighted performance criterion ranges from 0 per cent to 120 per cent. If CO2 neutrality is achieved, the
target achievement is 100 per cent. If it is missed, the target achievement is 0 per cent.
As a further incentive to achieve CO2 neutrality, the target achievement is also subject to a sub-condition:
that CO2 emissions have to be reduced. If CO2 emissions are reduced, the target achievement in the
category “CO2 neutrality” is increased by 20 per cent. If this is not the case the target achievement is
reduced by 20 per cent. Since energy use in buildings accounts for a large share, CO2 neutrality is
calculated per workplace.
The detailed target achievement curve for the category “CO2 neutrality” is as follows:
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Target achievement for the ESG targets
The average target achievement in 2021 for the ESG targets was 174.82 per cent.
The following table provides an overview of target achievements in the respective categories of ESG
targets:
Target achievement ESG targets
Target achievement %
Financial year External perspective
Employee
satisfaction
Expansion of ESG
business
CO2 neutrality
1
2
0
2
e
h
c
n
a
r
T
P
S
P
2021
2022
2023
2024
2025
188.89
140.38
250.00
120.00
Determination of target achievement after close of financial year 2022
Determination of target achievement after close of financial year 2023
Determination of target achievement after close of financial year 2024
Determination of target achievement after close of financial year 2025
Average
174.82
c. Overall target achievement and payout from the PSP Tranche 2017
The close of the 2021 financial year marked the end of the five-year performance period for the PSP
Tranche 2017. The PSP Tranche 2017 was based on the remuneration system adopted by the
Supervisory Board with effect from 1 January 2016 and approved by the Annual General Meeting with a
majority of 84.19 per cent on 11 May 2016 (remuneration system 2016). Target achievement for the
PSP Tranche 2017 was measured on the basis of the equally weighted performance criteria “Adjusted
Net Income Growth” and “TSR Performance”.
Adjusted Net Income Growth
Adjusted Net Income Growth is the growth in the adjusted net income attributable to the shareholders of
Deutsche Börse AG for the corresponding financial year. The Supervisory Board determines the target
achievement degree for adjusted net income growth at the end of each financial year during the five-year
performance period, which is then locked in. The target achievement degree at the end of the
performance period in question is the average of the annual target achievement degrees for each of the
five years. Target achievement degrees may range between 0 per cent and 250 per cent.
In the 2021 financial year, the adjusted net income of Deutsche Börse AG rose from €1,204.3 million in
the previous year to €1,302.6 million, an increase of 8.16 per cent. It differs from unadjusted net
income (€1,209.7 million) by non-recurring effects due to organisational restructuring and M&A
activities. It was also corrected for the costs of litigation.
The increase of 8.16 per cent represents a target achievement of 103.96 per cent for the 2021 financial
year.
Overall, a target achievement of 142.64 per cent was determined for the performance criteria “Adjusted
Net Income Growth” for the PSP Tranche 2017.
The following overviews show the individual target achievements over the performance period and the
target achievement curve:
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Target achievement Net income
Financial year
2017
2018
2019
2020
2021
Ø Target achievement
Net income growth
%
9.38
17.00
10.26
8.93
8.16
Target
achievement
%
111.25
250.0
139.40
108.58
103.96
142.64
TSR Performance
The relative total shareholder return (TSR) performance for Deutsche Börse shares is derived from
Deutsche Börse AG’s ranking relative to the companies included in the STOXX® Europe 600 Financials
index. The ranking is measured on the basis of the TSR performance, which is calculated by comparing
the TSR at the beginning and end of the performance period. Possible target achievement ranges from 0
per cent to 250 per cent.
Overall, a target achievement of 235.0 per cent was determined for the performance criteria “TSR
Performance” for the PSP Tranche 2017.
The following overviews show the target achievement for TSR performance and the target achievement
curve:
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Target achievement relative TSR
Actual percentile
Target achievement in %
79th
235.0
Based on the target achievements in both performance criteria, the overall target achievement in the PSP
Tranche 2017 is 188.82 per cent.
The following table provides an overview of the main elements of the PSP Tranche 2017:
PSP Tranche 2017
Executive Board members
in office at 31 December
Target
amount
€ thous.
Share price
at grant
€
Number of
Performance
Shares
granted
Overall
target
achievement
Final
number of
Performance
%
Shares
Closing
price1
€
Payout
amount
€ thous.
Gregor Pottmeyer
560.0
75.03
7,464
188.82%
14,094
141.35
2,181.0
1) Plus dividends paid per share of €13.40 during the performance period
The PSP Tranche 2017 is paid out in three equal instalments from 2022 to 2024. The after-tax amount
of the payout must be invested in Deutsche Börse AG shares. Shares are purchased according to the
automated procedure described in point 4.
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4.
Share Ownership Guidelines
Share ownership guidelines apply to all Executive Board members, which require the Executive Board
members to invest a substantial amount in Deutsche Börse AG shares during their term of office.
The share ownership guidelines constitute a key element for aligning the interests of the Executive Board
even more closely with those of shareholders. They also align Executive Board remuneration more
closely with the strategic objective of Deutsche Börse AG’s long-term success. The remuneration system
obliges the CEO to hold 200 per cent and ordinary Executive Board members 100 per cent of their
annual gross base salary in Deutsche Börse AG shares. Notwithstanding this rule, an earlier contractual
agreement obliges the current CEO to hold 300 per cent and the ordinary Executive Board members 200
per cent of their annual gross base salary in Deutsche Börse AG shares.
Shares from the Performance Bonus and shares from the payout of Performance Shares are also taken
into account for the share ownership guidelines, in addition to shares held privately.
The required shareholdings have to be acquired within a period of four years.
The purchase of shares under the Performance Bonus Plan and the Performance Share Plan and
purchases from private funds is carried out for Executive Board members by a service provider
determined by Deutsche Börse AG and engaged by the Executive Board member, which invests the
respective amounts in Deutsche Börse AG shares for the Executive Board member independently,
without any influence from the Executive Board member or the company. Shares are purchased during
the first four trading days in June of each year that are consecutive calendar days.
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The shares held by Gregor Pottmeyer and Theodor Weimer were valued at 31 December 2018 and
31 December 2020, respectively. The share ownership guidelines were met as at these dates. The
shares held by Christoph Böhm, Thomas Book and Stephan Leithner were valued as of 31 December
2021. In these cases, the share ownership guidelines were also met. All Executive Board members,
apart from Heike Eckert, whose build-up period ends at 31 December 2023, are therefore compliant
with the share ownership guidelines.
Share Ownership Guidelines
Required
Status quo
Executive Board member
Percentage of
base salary
Theodor Weimer
Christoph Böhm
Thomas Book
Heike Eckert
Stephan Leithner
Gregor Pottmeyer
300
200
200
200
200
200
Amount
€ thous.
4,500.0
1,440.0
1,300.0
1,300.0
1,440.0
1,440.0
Amount
€ thous.
5,759.6
1,440.0
1,408.9
433.3
1,547.6
3,067.1
Percentage of
base salary
End of build-up
period
384 31 December 2020
200 31 December 2021
217 31 December 2021
67 31 December 2023
215 31 December 2021
426 31 December 2018
5.
Recovery (clawback) and reduction (malus) of performance-based remuneration
Under certain circumstances the Supervisory Board may reduce performance-based remuneration
components that have not yet been paid (malus) or may claw back performance-based remuneration
components previously paid out (clawback).
In cases of serious misconduct by an Executive Board member the Supervisory Board may reduce their
performance-based remuneration components (Performance Bonus and Performance Shares) partially or
fully (compliance malus).
If performance-based remuneration components have already been paid out the Supervisory Board can
in these cases also partially or fully recover the amounts paid (compliance clawback).
If performance-based remuneration components are determined or paid out on the basis of incorrect
data, e.g. incorrect consolidated financial statements, the Supervisory Board can correct the figure or
recover the remuneration components already paid out (performance clawback).
Any such clawback is limited to the calendar year during which the reason has occurred. The
Supervisory Board is entitled to assert a clawback claim even after an Executive Board member has left
the company, for a period of up to two years following termination of the service contract. Any claims for
damages remain unaffected by any clawback of performance-based remuneration.
There was no cause to apply the malus or clawback rules in the 2021 financial year, so the Supervisory
Board did not reduce or recover any performance-based remuneration.
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6.
Information on severance payments
6.1 Early termination without good cause
In the event that an Executive Board member’s contract of service is terminated early for a reason other
than good cause, any payments made to the Executive Board member may not exceed the remuneration
for the residual term of their contract of service, and may also not exceed the value of two total annual
remuneration payments (severance cap). The payment is calculated on the basis of the total
remuneration for the past financial year and, where appropriate, the expected total remuneration for the
current financial year.
The payouts for the Performance Bonus and the Performance Shares take place on the dates and
conditions originally agreed upon. Payouts are not made any earlier. In accordance with the
recommendation of the GCGC, an exception applies in cases in which the service contract ends early
because of permanent incapacity or any other illness or the death of the Executive Board member. In
these cases, the target amount of Performance Bonus and Performance Shares is paid out immediately.
6.2 Early termination for good cause
If the service contract is terminated early for a good cause for which the Executive Board member is
responsible or if an Executive Board member steps down before the end of the performance period
without good cause or without a corresponding agreement, any claims to the Performance Bonus and all
Performance Shares are forfeited.
6.3 Post-contractual non-competition clause
A post-contractual non-competition clause applies to members of the Executive Board. This means that
the Executive Board members are contractually prohibited from acting for a competing company, or from
undertaking competing activities, for one year following the end of their service. Compensation of 75 per
cent of the base salary and 75 per cent of the most recent Performance Bonus is payable during the
non-compete period. Pension benefits and any severance payments are offset against the compensation.
In addition, 50 per cent of other earnings are deducted if these – together with the compensation –
exceed the Executive Board member’s most recent remuneration. The company may waive the post-
contractual non-compete clause before the Executive Board member’s contract of service ends.
7. Information on third-party benefits
Executive Board members did not receive any benefits from third parties for their work on the Executive
Board in the 2021 financial year.
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8. Information on the amount of Executive Board remuneration in 2021
8.1 Remuneration awarded and due to current Executive Board members
The following tables show the remuneration awarded and due to the individual Executive Board
members, including the relative share of the individual remuneration components pursuant to section
162 AktG. Remuneration awarded and due comprises all remuneration components for which
performance has already been measured, for which all conditions precedent and subsequent are met or
no longer apply, and which are vested at the close of the financial year. It is irrelevant whether the
payout has already been made in the 2021 financial year or occurs at the beginning of the 2022
financial year. So for the one-year variable remuneration, for example, the Performance Bonus (cash
portion) for the 2021 financial year is shown, although the payout takes place at the beginning of the
2022 financial year.
The remuneration shown for the 2021 financial year consists of:
Base salary paid in the 2021 financial year
Performance Bonus determined for the 2021 financial year (cash portion), which will be paid
Fringe benefits received in the 2021 financial year
out in the 2022 financial year
Performance Bonus determined for the 2021 financial year (restricted stock), which will be
paid out and invested in the 2022 financial year
Tranche of Performance Shares granted in 2017 and ended at the close of 2021, which will be
paid out in three equal parts in 2022, 2023 and 2024
In addition, the table shows the service cost for retirement benefit provision for the 2021 financial year
according to IAS 19 as part of the Executive Board remuneration.
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Remuneration awarded and due pursuant to section 162 AktG (part 1)
Theodor Weimer
(CEO)
Christoph Böhm
(CIO/COO)
Base salary
Fringe benefits
One-year variable
remuneration
Performance Bonus
(cash component)
Multi-year variable
remuneration
Performance Bonus
(Restricted Stock)
Performance Shares
Tranche 2016–2020
Performance Shares
Tranche 2017–2021
Total remuneration
(section 162 AktG)
2021
2020
2021
2020
€ thous.
%
€ thous.
%
€ thous.
%
€ thous.
1,500.0
30.8
1,500.0
31.3
720.0
31.9
720.0
60.5
1.2
61.4
1.3
28.5
1.3
55.3
%
35.3
2.7
1,650.6
34.0
1,619.8
33.7
756.3
33.4
631.2
31.0
1,650.6
–
1,619.8
–
756.3
–
631.2
–
1,650.6
34.0
1,619.8
33.7
756.3
33.4
631.2
31.0
1,650.6
–
1,619.8
0
0
–
–
0
0
–
–
–
756.3
0
0
–
–
–
631.2
0
0
–
–
–
4,861.7
100.0
4,801.0
100.0
2,261.1
100.0
2,037.7
100.0
Pension expense
782.4
–
1,126.8
–
351.8
–
386.7
Total remuneration (incl.
pension expense)
5,644.1
–
5,927.8
–
2,612.9
–
2,424.4
–
–
Remuneration awarded and due pursuant to section 162 AktG (part 2)
Thomas Book
(responsible for Trading & Clearing)
Heike Eckert
(responsible for HR & Compliance,
Director of Labour Relations; since 1 July 2020)
Base salary
Fringe benefits
One-year variable
remuneration
Performance Bonus
(cash component)
Multi-year variable
remuneration
Performance Bonus
(Restricted Stock)
Performance Shares
Tranche 2016–2020
Performance Shares
Tranche 2017–2021
Total remuneration
(section 162 AktG)
2021
2020
2021
2020
€ thous.
%
€ thous.
%
€ thous.
%
€ thous.
650.0
30.9
650.0
31.9
650.0
30.8
325.0
27.2
1.3
32.2
1.5
25.7
1.2
12.5
%
34.7
1.3
715.0
33.9
678.5
33.3
715.0
34.0
299.8
32.0
715.0
–
678.5
–
715.0
–
299.8
–
715.0
33.9
678.5
33.3
715.0
34.0
299.8
32.0
715.0
0
0
–
–
–
678.5
0
0
–
–
–
715.0
0
0
–
–
–
299.8
0
0
–
–
–
2,107.2
100.0
2,039.2
100.0
2,105.7
100.0
937.1
100.0
Pension expense
502.1
–
514.8
–
345.0
–
218.3
Total remuneration (incl.
pension expense)
2,609.3
–
2,554.0
–
2,450.7
–
1,155.4
–
–
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Remuneration awarded and due pursuant to section 162 AktG (part 3)
Stephan Leithner
(responsible for Pre- & Post-Trading)
Gregor Pottmeyer
(CFO)
Base salary
Fringe benefits
One-year variable
remuneration
Performance Bonus
(cash component)
Multi-year variable
remuneration
Performance Bonus
(Restricted Stock)
Performance Shares
Tranche 2016–2020
Performance Shares
Tranche 2017–2021
Total remuneration
(section 162 AktG)
2021
2020
2021
2020
€ thous.
%
€ thous.
%
€ thous.
%
€ thous.
720.0
30.4
720.0
32.6
720.0
16.0
720.0
22.3
1.0
17.3
0.8
35.8
0.8
35.2
%
16.0
0.8
812.3
34.3
735.4
33.3
774.9
17.3
735.4
16.3
812.3
–
735.4
–
774.9
–
735.4
–
812.3
34.3
735.4
33.3
2,955.9
65.9
3,010.1
66.9
812.3
0
0
–
–
–
735.4
0
0
–
–
774.9
–
735.4
0
–
2,274.71)
–
2,181.02)
–
0
–
–
–
2,366.9
100.0
2,208.1
100.0
4,486.6
100.0
4,500.7
100.0
Pension expense
346.4
–
378.3
–
319.8
–
317.3
Total remuneration (incl.
pension expense)
2,713.3
–
2,586.4
–
4,806.4
–
4,818.0
–
–
1) Payout is made in three equal instalments in the financial years 2021, 2022 and 2023.
2) Payout is made in three equal instalments in the financial years 2022, 2023 and 2024.
8.2
Remuneration awarded and due to former Executive Board members
The close of the 2021 financial year marked the end of the performance period for the PSP Tranche
2017. For former Executive Board members, the PSP Tranche 2017 is paid out as a lump sum in the
year following the performance period.
The following table provides an overview of the main elements of the PSP Tranche 2017:
PSP Tranche 2017
Former Executive Board
members
Carsten Kengeter
Andreas Preuss
Hauke Stars
Jeffrey Tessler
Target
amount
€ thous.
Share price
at grant
€
Number of
Performance
Shares
granted
Overall
target
achievement
Final
number of
Performance
%
Shares
Closing
price
€1)
Payout
amount
€ thous.
1,300.0
75.03
17,327
188.82
32,717
141.35
5,063.0
701.4
75.03
9,348
188.82
17,651
141.35
2,731.5
516.7
75.03
6,887
188.82
13,004
141.35
2,012.4
556.7
75.03
7,420
188.82
14,011
141.35
2,168.2
1) Plus dividends paid per share of €13.40 during the performance period
Further information on the performance criteria and the target achievement for the PSP Tranche 2017
can be found in the section “Overall target achievement and payout from the PSP Tranche 2017”.
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Executive and Supervisory Boards
Management report
Financial statements and notes
Remuneration Report | Remuneration Report
Further information
In addition, Mr Preuss received pension payments in the amount of € 437.8 thousand. Thus, 13.8 per
cent of the remuneration awarded and due to him consists of non-performance-based remuneration
components and 86.2 per cent of performance-based remuneration components.
All other former Executive Board members listed above were not awarded and due any remuneration in
2021 apart from the PSP Tranche 2017. Their remuneration therefore consists entirely of performance-
based remuneration.
In addition, further former Executive Board members received the following pension payments in 2021.
Frank Gerstenschläger, Executive Board member until 31 March 2013, received €211.8 thousand in
pension payments. Michael Kuhn, Executive Board member until 31 December 2012, received
€3,465.0 thousand in pension payments. The remuneration of these Executive Board members
therefore consists entirely of non-performance-based remuneration components.
An additional €2,335.7 thousand was paid in pension payments in the 2021 financial year to eleven
former Executive Board members who departed from the Executive Board before 2012.
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Executive and Supervisory Boards
Management report
Financial statements and notes
Remuneration Report | Remuneration Report
Further information
IV
Supervisory Board remuneration in 2021
Remuneration system for the Supervisory Board
1
The remuneration system for the Supervisory Board of Deutsche Börse AG was adopted at the Annual
General Meeting 2020 by a majority of 99.25 per cent and took effect on 1 May 2020.
The remuneration system for the Supervisory Board consists of a fixed remuneration plus an attendance
fee. This is in line with the recommendation G.18 sentence 1 GCGC as amended on 16 December
2019. The structure of Supervisory Board remuneration, providing for fixed remuneration only,
strengthens the Board’s independence and provides for a counterbalance to the structure of Executive
Board remuneration, which is mainly variable and aligned with Deutsche Börse Group's growth strategy.
Supervisory Board remuneration therefore contributes to the implementation of the business strategy,
and thus promotes Deutsche Börse Group's long-term development.
The members of the Supervisory Board receive fixed annual remuneration of €85 thousand (€70
thousand until 30 April 2020). In accordance with recommendation G.17 GCGC as amended on 16
December 2019, remuneration is increased for the Chair of the Supervisory Board and the Deputy Chair,
as well as for chairs and members of committees. Remuneration of the Chair is €220 thousand (€170
thousand until 30 April 2020). Remuneration of the Deputy Chair is €125 thousand (€105 thousand
until 30 April 2020). Members of Supervisory Board committees receive additional fixed annual
remuneration of €30 thousand for each committee position they hold. The remuneration for members of
the Audit Committee is €35 thousand. Remuneration of committee chairs is €40 thousand and for the
Chair of the Audit Committee €75 thousand (€60 thousand until 30 April 2020). If a Supervisory Board
member sits on more than one Supervisory Board committee, only work on two of the committees is
remunerated. Remuneration is then paid for work on the two committees with the highest remuneration.
Supervisory Board members who only hold office for part of the financial year receive one-twelfth of the
fixed annual remuneration and, if applicable, of the remuneration payable for their membership of
committees, for each month or part-month in which they are members. The remuneration for any
financial year is due and payable as a one-off payment after the Annual General Meeting that accepts
the consolidated financial statements for the relevant financial year or decides on their approval.
Members of the Supervisory Board or a Supervisory Board committee receive an attendance fee of €1
thousand for each Board or committee meeting that they attend in person, either as a member or as a
guest. Where two or more meetings are held on the same day or on consecutive days, the attendance
fee is only paid once.
After preparation by the Nomination Committee, the Supervisory Board examines on a regular basis
whether its members’ remuneration is appropriate, given their tasks and the situation of the company.
For this purpose, the Supervisory Board conducts a horizontal market comparison, and may seek the
advice of an independent external expert. However, given the particular nature of the Supervisory
Board’s work, the review of Supervisory Board remuneration does not generally include a vertical
comparison with the remuneration of employees of Deutsche Börse AG or Deutsche Börse Group.
Depending on the result of the comparative analysis and the Supervisory Board’s assessment of this
result, the Supervisory Board may, jointly with the Executive Board, submit a proposal to the Annual
General Meeting for adjustments to Supervisory Board remuneration. Whether it does or not, the Annual
General Meeting votes not less than every four years on the Supervisory Board remuneration, including
the underlying remuneration system, in accordance with section 113 (3) AktG. A resolution may also be
passed confirming the current remuneration.
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Executive and Supervisory Boards
Management report
Financial statements and notes
Remuneration Report | Remuneration Report
Further information
2 Remuneration of Supervisory Board members
Remuneration awarded and due to Supervisory Board members is as follows:
Remuneration awarded and due to the Supervisory Board pursuant to section 162 AktG
Fixed annual remuneration
Committee remuneration
Attendance fee
Total remuneration
2021
2020
2021
2020
2021
€ thous.
% € thous. € thous.
% € thous. € thous.
2020
2020
% € thous. € thous. € thous.
2021
Martin Jetter (Chairman)1 220.0 70.5 170.0
80.0
25.6
80.0
12.0
3.9
9.0 312.0 259.0
Joachim Faber (former
Chairman)2
0.0
0.0
70.8
0.0
0.0
33.4
0.0
0.0
5.0
0.0 109.2
Nadine Absenger
85.0 71.1
80.0
34.6
28.9
35.0
0.0
0.0
5.0 119.6 120.0
Markus Beck
(Deputy Chairman))
Katrin Behrens4
88.3 53.4
80.0
62.1
37.5
65.0
15.0
9.10
11.0 165.4 156.0
14.2 85.0
0.0
2.5
15.0
0.0
0.0
0.0
0.0
16.7
0.0
Karl-Heinz Flöther
85.0 66.9
80.0
40.0
31.5
51.3
2.0
1.6
5.0 127.0 136.3
Andreas Gottschling
85.0 51.5
42.5
75.0
45.5
37.5
5.0
3.0
2.0 165.0
82.0
Anja Greenwood4)
14.2 74.0
0.0
5.0
26.0
Oliver Greie5
49.6 66.1
0.0
20.4
27.2
0.0
0.0
0.0
0.0
0.0
19.2
5.0
6.7
0.0
75.0
0.0
0.0
Susann Just-Marx
85.0 58.1
80.0
60.4
41.2
60.0
1.0
0.7
4.0 146.4 144.0
Achim Karle
85.0 55.4
80.0
60.4
39.4
60.0
8.0
5.2
7.0 153.4 147.0
Cornelis Johannes
Nikolaas Kruijssen6
77.9 55.3
80.0
55.0
39.0
60.0
8.0
5.7
7.0 140.9 147.0
Barbara Lambert
85.0 43.8
80.0 105.0
54.1 100.0
4.0
2.1
5.0 194.0 185.0
Joachim Nagel7
0.0
0.0
37.5
0.0
0.0
37.5
0.0
0.0
4.0
0.0
79.0
Michael Rüdiger
85.0 54.5
56.7
65.0
41.7
43.3
6.0
3.8
5.0 156.0 105.0
Peter Sack4
Carsten Schäfer6
14.2 70.3
0.0
5.0
24.8
0.0
1.0
4.9
0.0
20.2
0.0
77.9 58.2
80.0
55.0
41.1
60.0
1.0
0.7
4.0 133.9 144.0
Charles G. T. Stonehill
85.0 57.4
80.0
60.0
40.6
50.0
3.0
2.0
2.0 148.0 132.0
Clara-Christina Streit
85.0 71.1
80.0
32.5
27.2
30.0
2.0
1.7
3.0 119.5 113.0
Jutta Stuhlfauth (former
Deputy Chairwoman)8
Chong Lee Tan9
114.6 60.9 118.3
59.6
31.7
65.0
14.0
7.4
12.0 188.2 195.3
56.7 71.1
0.0
20.0
25.1
0.0
3.0
3.8
0.0
79.7
0.0
Gerd Tausendfreund10
35.4 70.9
80.0
12.5
25.1
30.0
2.0
4.0
6.0
49.9 116.0
Daniel Vollstedt4
Amy Yip10
14.2 70.3
0.0
5.0
24.8
0.0
1.0
4.9
0.0
20.2
0.0
35.4 58.6
80.0
25.0
41.4
60.0
0.0
0.0
0.0
60.4 140.0
Total 1,577.6 60.4 1,455.8 940.0 36.0 958.0
93.0
3.6
96.0 2,610.6 2,509.8
1) Chairman of the Supervisory Board since 19 May 2020.
2) Chairman of the Supervisory Board until 19 May 2020.
3) Deputy Chairman of the Supervisory Board since 8 December 2021.
4) Member of the Supervisory Board since 17 November 2021.
5) Member of the Supervisory Board from 19 May 2021 until 17 November 2021.
6) Member of the Supervisory Board until 17 November 2021.
7) Member of the Supervisory Board until 30 June 2020.
8) Deputy Chairwoman of the Supervisory Board until 17 November 2021.
9) Member of the Supervisory Board since 19 May 2021.
10) Member of the Supervisory Board until 19 May 2021.
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Executive and Supervisory Boards
Management report
Financial statements and notes
Remuneration Report | Remuneration Report
Further information
V Comparison of changes in the remuneration of Executive Board members, Supervisory Board
members and the remaining workforce, as well as in company earnings
In accordance with section 162 (1) sentence 2 no. 2 AktG the following table shows changes in the
remuneration of Executive Board members, Supervisory Board members and the remaining workforce,
as well as in company earnings.
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Executive and Supervisory Boards
Management report
Financial statements and notes
Remuneration Report | Remuneration Report
Further information
Comparative presentation
Executive Board members
Theodor Weimer
Christoph Böhm
Thomas Book
Heike Eckert (since 1 July 2020)
Stephan Leithner
Gregor Pottmeyer
Average3
Former Executive Board members
Frank Gerstenschläger (until 31 March 2013)
Carsten Kengeter (until 31 December 2017)
Michael Kuhn (until 31 December 2012)
Andreas Preuss (until 31 October 2018)
Hauke Stars (until 30 June 2020)
Jeffrey Tessler (until 30 June 2018)
Current Supervisory Board members
Martin Jetter (Chairman since 19 May 2020)
Markus Beck (Deputy Chairman since 8 December 2021)
Nadine Absenger
Katrin Behrens (since 17 November 2021)
Karl-Heinz Flöther
Andreas Gottschling (since 1 July 2020)
Anja Greenwood (since 17 November 2021)
Susann Just-Marx
Achim Karle
Barbara Lambert
Michael Rüdiger (since 19 May 2020)
Peter Sack (since 17 November 2021)
Charles G. T. Stonehill
Clara-Christina Streit
Chong Lee Tan (since 19 May 2021)
Daniel Vollstedt (since 17 November 2021)
Average4
Employees
Entire workforce
Development of earnings
Net revenue of Deutsche Börse Group in €m
EBITDA of Deutsche Börse Group in €m
Cash EPS of Deutsche Börse Group
Net income of Deutsche Börse AG pursuant to HGB in €m
2021
€ thous.
2020
€ thous.
Change
%
4,861.7
2,261.1
2,107.2
2,105.7
2,366.9
4,486.61
3,031.5
211.8
5,063.0
3,465.0
3,169.3
2,012.4
2,168.2
312.0
165.4
119.6
16.7
127.0
165.0
19.2
146.4
153.4
194.0
156.0
20.2
148.0
119.5
79.7
20.2
164.2
4,801.0
2,037.7
2,039.2
937.1
2,208.1
4,500.72
3,004.3
211.8
10,788.5
3,460.3
3,286.6
3,021.0
2,260.9
259.0
156.0
120.0
0.0
136.3
82.0
0.0
144.0
147.0
185.0
105.0
0.0
132.0
113.0
0.0
0.0
154.7
1.3
11.0
3.3
124.7
7.2
–0.3
0.9
0
–53.1
0.1
–3.6
–33.4
–4.1
20.5
6.0
–0.3
–
–6.8
101.2
–
1.7
4.4
4.9
48.6
–
12.1
5.8
–
–
6.1
112.2
112.7
–0.4
3,509.5
2,043.1
6.98
943.3
3,213.8
1,869.4
6.07
1,161.9
9.2
9.3
15.0
–18.8
1) Payout of the Performance Shares Tranche 2017 is made in three equal instalments in the financial years 2022, 2023 and 2024.
2) Payout of the Performance Shares Tranche 2016 is made in three equal instalments in the financial years 2021, 2022 and 2023.
3) Average value on a full-time equivalent basis.
4) Average value takes into account only full-year committee members.
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Deutsche Börse Group | Annual report 2021
Executive and Supervisory Boards
Management report
Financial statements and notes
Remuneration Report | Remuneration Report
Further information
The presentation of average employee remuneration and its development refers to all members of the
joint operation Frankfurt. The joint operation Frankfurt consists of Deutsche Börse AG and the following
entities: Eurex Frankfurt AG, Eurex Clearing AG, Eurex Repo GmbH, Eurex Securities Transactions
Services GmbH, Clearstream Holding AG, Clearstream Banking AG and Regulatory Services GmbH. As
for Executive Board and Supervisory Board remuneration, the average remuneration for the entire
workforce is total remuneration (including any bonuses and other fringe benefits).
VI Look ahead to 2022 from a remuneration perspective
The remuneration system for the Executive Board of Deutsche Börse AG was approved by a large
majority of shareholders at the Annual General Meeting 2021 and no changes are currently planned. On
the contrary, the Supervisory Board of Deutsche Börse AG sees this vote as a clear recommendation to
maintain the current remuneration unchanged and to apply it again in the 2022 financial year. This
applies particularly to the underlying performance criteria and the target achievement curves.
If shareholders have any criticism based on the application of the remuneration system, it will be noted
by the Supervisory Board and discussed in the course of its work in the 2022 financial year. In
accordance with the legal requirements of section 162 (1) sentence 2 no. 6 AktG, the remuneration
report for 2022 will also include comments on how the vote on the remuneration report at the Annual
General Meeting 2021 was taken into account.
Regardless of this, the current intention is to present a remuneration system for the Supervisory Board
with minor adjustments for approval at the Annual General Meeting 2022. It is only the conditions for
payment of the attendance fee that are intended to be changed. To reflect the greater use of electronic
communications technology to hold meetings of the Supervisory Board and its committees, the
attendance fee should also be paid for virtual attendance at meetings. This change also reflects
Deutsche Börse AG’s increasingly sustainable and resource-efficient business practices. The fee should
also be paid for each day of meetings and not as previously for each block of meetings.
324
47
Auditor’s Report
To Deutsche Börse Aktiengesellschaft, Frankfurt am Main
We have audited the remuneration report of Deutsche Börse Aktiengesellschaft, Frankfurt am Main, for
the financial year from from January 1, to December 31, 2021 including the related disclosures, which
was prepared to comply with § [Article] 162 AktG [Aktiengesetz: German Stock Corporation Act].
Responsibilities of the Executive Directors and the Supervisory Board
The executive directors and the supervisory board of Deutsche Börse Aktiengesellschaft are responsi-
ble for the preparation of the remuneration report, including the related disclosures, that complies with
the requirements of § 162 AktG. The executive directors and the supervisory board are also responsi-
ble for such internal control as they determine is necessary to enable the preparation of a remuneration
report, including the related disclosures, that is free from material misstatement, whether due to fraud
or error.
Auditor’s Responsibilities
Our responsibility is to express an opinion on this remuneration report, including the related disclo-
sures, based on our audit. We conducted our audit in accordance with German generally accepted
standards for the audit of financial statements promulgated by the Institut der Wirtschaftsprüfer
(Institute of Public Auditors in Germany) (IDW). Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the
remuneration report, including the related disclosures, is free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts including the
related disclosures stated in the remuneration report. The procedures selected depend on the auditor‘s
judgment. This includes the assessment of the risks of material misstatement of the remuneration
report including the related disclosures, whether due to fraud or error. In making those risk assess-
ments, the auditor considers internal control relevant to the preparation of the remuneration report
including the related disclosures. The objective of this is to plan and perform audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the company‘s internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by the executive directors and
the supervisory board, as well as evaluating the overall presentation of remuneration report including
the related disclosures.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis
for our audit opinion.
325
Deutsche Börse Group | Annual report 2021Executive and Supervisory BoardsManagement report Financial statements and notesRemuneration Report | Auditors’ ReportFurther information Audit Opinion
In our opinion, based on the findings of our audit, the remuneration report for the financial year from
from January 1, to December 31, 2021, including the related disclosures, complies in all material
respects with the accounting provisions of § 162 AktG.
Reference to an Other Matter – Formal Audit of the Remuneration Report
according to § 162 AktG
The audit of the content of the remuneration report described in this auditor‘s report includes the
formal audit of the remuneration report required by § 162 Abs. [paragraph] 3 AktG, including the
issuance of a report on this audit. As we express an unqualified audit opinion on the content of the
remuneration report, this audit opinion includes that the information required by § 162 Abs. 1 and
2 AktG has been disclosed in all material respects in the remuneration report.
Restriction on use
We issue this auditor’s report on the basis of the engagement agreed with Deutsche Börse Aktienge-
sellschaft. The audit has been performed only for purposes of the company and the auditor‘s report
is solely intended to inform the company as to the results of the audit. Our responsibility for the
audit and for our auditor’s report is only towards the company in accordance with this engagement.
The auditor’s report is not intended for any third parties to base any (financial) decisions thereon. We
do not assume any responsibility, duty of care or liability towards third parties; no third parties are
included in the scope of protection of the underlying engagement. § 334 BGB [Bürgerliches Gesetz-
buch: German Civil Code], according to which objections arising from a contract may also be raised
against third parties, is not waived.
Frankfurt am Main, March 4, 2022
PricewaterhouseCoopers GmbH
Wirtschaftsprüfungsgesellschaft
sgd. Marc Billeb
Wirtschaftsprüfer
(German Public Auditor)
sgd. Dr. Michael Rönnberg
Wirtschaftsprüfer
(German Public Auditor)
326
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Acknowledgement
Published by
Deutsche Börse AG
60485 Frankfurt/Main
Germany
www.deutsche-boerse.com
Concept and layout
Deutsche Börse AG, Frankfurt/Main
Kirchhoff Consult AG, Hamburg
Photographs
onformative GmbH
Publication date
11 March 2022
The German version of this report is legally binding.
The company cannot be held responsible for any
misunder- standing or misinterpretation arising from
this translation.
Reproduction – in total or in part – only with the
written permission of the publisher
We would like to thank all colleagues and service
providers who participated in the compilation of this
report for their friendly support.
Publications service
The annual report 2021 is both available in German
and English.
The annual report 2021 of Deutsche Börse Group is
available as pdf on the internet:
www.deutsche-boerse.com/annual _ report
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Deutsche Börse Group | Annual report 2021Executive and Supervisory BoardsManagement report Financial statements and notesRemuneration ReportFurther information | Acknowledgement | Contact | Registered trademarks Financial calendar 2022
25 April 2022
Publication quarterly statement Q1/2022
18 May 2022
Annual General Meeting
26 July 2022
Publication half-yearly financial report 2022
19 October 2022
Publication quarterly statement Q3/2022
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