Deutsche Boerse Group
Annual Report 2023

Plain-text annual report

Annual report2023Deutsche Börse GroupExecutive and Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information Executive and Supervisory Board Consolidated financial statements/notes Remuneration report 251 Remuneration report 3 5 6 7 Letter from the CEO The Executive Board Inhalt The Supervisory Board Report of the Supervisory Board Combined management report 18 Deutsche Börse: Fundamental information about the Group 22 Strategy and steering parameters 27 Economic situation 44 Non-financial declaration 64 Risk report 125 Consolidated income statement 300 Auditor’s Report Further information 302 Acknowledgements /contact / registered trademarks 303 Financial calendar 126 Consolidated statement of comprehensive income 127 Consolidated balance sheet 129 Consolidated cash flow statement 131 Consolidated statement of changes in equity 133 Notes to the consolidated financial statements 141 Notes on the consolidated income statement 154 Notes on the consolidated statement of financial position 208 Other disclosures 238 Responsibility statement by the Executive Board 83 Report on opportunities 239 Independent Auditor’s Report 88 Report on expected developments 90 Report on post-balance sheet date events 91 Corporate governance statement 115 Deutsche Börse AG (notes based on HGB) 120 Takeover-related disclosures Print version of the report: PDF (A4) Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information Frankfurt am Main, 15 March 2024 Dear shareholders, ladies and gentlemen, Last year, the strategy that we have been pursuing with regular updates for many years bore fruit again. We delivered very good figures and significantly exceeded the targets that we set at the beginning of the year. And with the decisions taken as part of Horizon 2026, the most recent update to our strategy, we have created a strong basis from which to develop in the years ahead. The world in 2023 was dominated by Russia’s ongoing war of aggression against Ukraine, the terrorist attack on Israel and the military response to it, the immeasurable suffering on both sides, and not least by a resurgence of populist politics and extremist tendencies in many democracies around the world. For the market participants that operate in this world, we at Deutsche Börse Group are not only a pillar of stability, but also an engine of change. Because we create trust in the markets of today and tomorrow, and we enable innovation through investment by creating access to capital markets. Despite this environment, the price fluctuations on the securities markets organised by us were lower last year than they have been for a long time: they were down by more than a third on the previous year, as measured by the VSTOXX® index. In the past, this would necessarily have resulted in lower revenues and profits for us, but that is no longer the case today. And that is not only good news for our workforce, but also – and especially – for you, our shareholders. How did this development come about? We have consistently increased the share of our recurring income in recent years, taking it to 63 per cent last year. This is an achievement I am proud of, and on behalf of the entire Executive Board, I would like to take this opportunity to thank all the employees of Deutsche Börse sincerely for their dedication. In particular, I would like to express my gratitude for the success we had in initiating and completing the biggest transaction in our company’s history by taking over the global software business SimCorp last year. It contributed 5 percentage points to our net revenue growth. This is almost one third of our total growth in net revenue. And with an increase of 17 per cent overall in 2023, this growth was gratifyingly strong. The increase was also driven by organic growth with a strong secular – which means long-term – component. Here we reported an increase of 5 per cent. This secular growth was particularly marked in energy trading, where we gained additional market share and new customers. Then there were the strong tailwinds from rising interest rates. They benefit interest rate derivatives, but above all our net interest income. A total of 7 percentage points of our growth was due to these cyclical influences. Since we had our costs under control at the same time, despite higher capital expenditure, our pre-tax profits – or EBITDA – rose sharply by 17 per cent, the same amount as net revenues. PDF (A4) 3 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information In the course of the latest update to our strategy in the context of Horizon 2026, we have modernised our dividend policy. We have adjusted the range within which we distribute a dividend, which is now set at 30 to 40 per cent of profits. This leads on seamlessly from our performance in recent years and takes the further expected significant profit growth into account. And for the first time, we are also promising you that the dividend per share will go up every year. So for 2023, we are proposing a dividend of €3.80 per share. This is 6 per cent more than in the previous year and represents around 40 per cent of our profits. Share buybacks are now also part of our capital allocation strategy again. We already started in early 2024 and will be returning the record sum of €1 billion to you this year: €700 million via the dividend and €300 million via share buybacks. What else is coming up in 2024? We expect our net revenues to go up to more than €5.6 billion. And our forecast for EBITDA is more than €3.2 billion. This already includes the possibility of moderate interest rate cuts by central banks. Investment Management Solutions (IMS). This comprises the software and analytics business of SimCorp and Axioma, as well as the index, data and sustainability business of ISS STOXX. IMS is our new strategic cornerstone, with great potential for organic growth and strong recurring revenues. It enables us to address the buy side, i.e. institutional investors, as direct customers. This is a market with above-average, secular growth. Third: we are expanding our digital platforms for existing and new asset classes. The partnership with Google Cloud that we also initiated last year plays a crucial role here. I am certain that with this strategy, Deutsche Börse is well equipped for more successful years of strong growth. We know where we want to go. And I promise you this on behalf of the entire Executive Board – we will not be resting on our past successes. Yours, Further sustainable growth is now on the horizon. Our new Horizon 2026 strategy consists of three elements. First: we are banking on strong organic growth of 10 per cent per year; of which 7 per cent p.a. will come from our existing businesses, and our acquisition of SimCorp has already contributed another 3 per cent p.a. on average. Second: we have created a new segment: Theodor Weimer Chief Executive Officer PDF (A4) 4 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information The Executive Board Theodor Weimer, *1959 Dr. rer. pol. Wiesbaden Nationality: German Chief Executive Officer, Deutsche Börse AG Member of the Executive Board since: 1 January 2018 Appointed until: 31 December 2024 Christoph Böhm, *1966 Dr.-Ing. Hamburg Nationality: German Member of the Executive Board and Chief Information Officer/Chief Operating Officer, Deutsche Börse AG Member of the Executive Board since: 1 November 2018 Appointed until: 31 October 2026 Thomas Book, *1971 Dr. rer. pol. Kronberg im Taunus Nationality: German Member of the Executive Board, Deutsche Börse AG, responsible for Trading & Clearing Member of the Executive Board since: 1 July 2018 Appointed until: 30 June 2026 As at 31 December 2023 (unless otherwise stated) Detailed information about the members of the Executive Board and their 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/execboard Heike Eckert, *1968 Graduate degree in Economics (Diplom-Volkswirtin) Oberursel Nationality: German Member of the Executive Board, Deutsche Börse AG, responsible for Governance, People & Culture and Director of Labour Relations Member of the Executive Board since: 1 July 2020 Appointed until: 30 June 2028 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 Member of the Executive Board since: 2 July 2018 Appointed until: 30 June 2026 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 Member of the Executive Board since: 1 October 2009 Appointed until: 30 September 2025 PDF (A4) 5 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board The Supervisory Board Martin Jetter, *1959 Chairman Nationality: German Anja Greenwood,1 *1974 Head of Customer Due Diligence & KYC, Achim Karle,1 *1973 Staff member in Equity & Index Sales EMEA Charles G.T. Stonehill, *1958 Founding Partner, Green & Blue Advisors European Commodity Clearing AG, Leipzig Eurex Frankfurt AG, Frankfurt/Main LLC, New York Combined management report Member of the Supervisory Board since: Nationality: German Nationality: German Nationality: British, US-American Consolidated financial statements/notes Remuneration report Further information 24 May 2018 Elected until: 2024 Markus Beck,1 *1964 Deputy Chairman Principle Legal Counsel Senior Expert, staff member in Corporate & Regulatory Legal Member of the Supervisory Board since: Member of the Supervisory Board since: Member of the Supervisory Board since: 17 November 2021 Elected until: 2024 Oliver Greie,1 *1976 Regional Director, 28 August 2018 Elected until: 2024 8 May 2019 Elected until: 2024 Barbara Lambert, *1962 Clara-Christina Streit, *1968 Member of supervisory boards and boards of Member of supervisory boards and boards of ver.di Saxony/Saxony-Anhalt/Thuringia region, directors , Givrins directors, Cologne Leipzig Nationality: German, Swiss Nationality: German, US-American Deutsche Börse AG, Frankfurt/Main Nationality: German Member of the Supervisory Board since: Member of the Supervisory Board since: Nationality: German Member of the Supervisory Board since: 16 May 2018 Member of the Supervisory Board since: 29 April 2022 Elected until: 2024 8 May 2019 Elected until: 2024 15 August 2018 Elected until: 2024 Appointed by the court until: 2024 Michael Rüdiger, *1964 Chong Lee Tan, *1962 Nadine Brandl,1 *1975 Head of department Legal and Legal Policy, Executive Vice President, Chief Digital Officer am Ammersee and Deputy CIO, Nationality: German Singapore Nationality: Singaporean ver.di federal administration, Berlin Global Payments Inc., Atlanta Member of the Supervisory Board since: Member of the Supervisory Board since: Shannon A. Johnston, *1971 Independent Management Consultant, Utting CEO 65 Equity Partners, Temasek Holding, Nationality: German Nationality: US-American 19 May 2020 Member of the Supervisory Board since: Member of the Supervisory Board since: Elected until: 2024 19 May 2021 Elected until: 2024 16 May 2018 Elected until: 2024 18 May 2022 Elected until: 2024 Andreas Gottschling, *1967 Nationality: German Susann Just-Marx,1 *1988 Head of Sales Clearing Peter Günter Sack,1 *1962 Staff member Clearing Design Daniel Vollstedt,1 *1976 Head of Infrastructure Service Eurex Clearing AG, Frankfurt/Main Design & Support, Nationality: German Deutsche Börse AG, Frankfurt/Main Member of the Supervisory Board since: European Energy Exchange AG, Leipzig Member of the Supervisory Board since: Nationality: German 1 July 2020 Elected until: 2024 Nationality: German 17 November 2021 Member of the Supervisory Board since: Member of the Supervisory Board since: Elected until: 2024 15 August 2018 Elected until: 2024 17 November 2021 Elected until: 2024 As a rule, the term of office of the members of the Supervisory Board ends at the close of the Annual General Meeting 2024. 1) Employee representative As at 31 December 2023 (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 PDF (A4) Gruppe Deutsche Börse – Annual Report 2023 6 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information Report of the Supervisory Board The Supervisory Board of Deutsche Börse AG had three outstanding priorities in 2023. The first was to provide intensive support for the development of the new Group strategy, Horizon 2026. Secondly, we were involved at an early stage in the full acquisition of SimCorp A/S (SimCorp) by Deutsche Börse AG, provided regular advice on the transaction and approved it. SimCorp provides integrated investment management solutions for the financial industry. To- gether, the merged businesses of SimCorp, Axioma, Inc. (Axioma) and ISS STOXX form the new Investment Management Solutions segment – a key step in the implementation of the new Group strategy, Horizon 2026. Thirdly, we prepared the CEO succession and other important personnel decisions within the Supervisory Board. In Stephan Leithner, we have found a convincing suc- cessor for Theodor Weimer, whose appointment expires at the end of 2024. By this time, Mr Weimer will have reached the age of 65. In addition, the Supervisory Board of Deutsche Börse AG dealt in depth and regularly with the company’s position, prospects and fundamental strategic op- tions. The Supervisory Board was also involved in an advisory capacity in Deutsche Börse Group’s activities to buy and sell companies and parts thereof. 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. We continued our overarching work on environmental, social and governance matters (ESG). In the reporting year, we concentrated on the social aspects of ESG. Our work in 2023 was dominated by a difficult ongoing geopolitical situation. Russia’s war of aggression against Ukraine continued into its third year and the attack on Israel by the terrorist organisation Hamas was followed by inten- sive military operations and armed conflicts. This is accompanied by ongoing uncertainty about future inflation rates worldwide and slow economic growth, particularly in industrialised countries. Our global economic and financial sys- tem therefore remains faced with great challenges. At our meetings, the Executive Board provided us with comprehensive and timely information in accordance with the legal requirements. The high fre- quency of plenary and committee meetings and workshops ensured an inten- sive exchange of information between the Supervisory Board and the Executive Board. In addition, the CEO kept the Chair of the Supervisory Board continu- ously and regularly informed concerning the current developments affecting the company’s business, significant transactions, upcoming decisions and the long-term outlook and discussed these issues with him. The Supervisory Board meetings in 2023 were held at the company’s head- quarters and in Cork, Ireland. In the reporting year, we held a total of seven plenary meetings, including one extraordinary meeting on the planned takeover of SimCorp. Five workshops also took place as part of the regular training and professional development measures for the Supervisory and Executive Boards, focusing on the Horizon 2026 strategy process (March), cybersecurity and cur- rent threats (March), strengthening the German and European capital markets and the role of Deutsche Börse Group (June), sustainability regulations and their implementation (September) and the future world of work, concentrating on the labour markets for IT and financial services (September). In another workshop we dealt with the subject of artificial intelligence (December). The workshops were carried out by internal and external experts. PDF (A4) Deutsche Börse Group – Annual report 2023 7 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information Five out of a total of 34 Supervisory Board meetings in the reporting year (ple- nary and committee meetings) were held solely as video or conference calls. This virtual format was chosen particularly for meetings convened at short no- tice. The average attendance rate for all Supervisory Board members at the plenary and committee meetings (including those held solely as video or conference calls) was 100 per cent during the year under review. An average of 24 per cent was in the form of virtual attendance. The individual Supervisory Board members attended meetings in person or vir- tually as follows: Attendance of Supervisory Board members at meetings in 2023 Meetings in total (thereof virtual attendance1) Attendance at plenary meetings (thereof virtual attendance) Attendance at committee meetings (thereof virtual attendance) Attendance in % (thereof virtual attendance in %) Martin Jetter (Chair) Markus Beck (Deputy Chair) 20/20 (5) 21/21 (5) Nadine Brandl 17/17 (10) Andreas Gottschling Anja Greenwood Oliver Greie Shannon Johnston Susann Just-Marx Achim Karle Barbara Lambert Michael Rüdiger Peter Sack Charles Stonehill Clara-Christina Streit Chong Lee Tan Daniel Vollstedt Average attendance rate2 21/21 (2) 20/20 (7) 13/13 (3) 11/11 (1) 17/17 (7) 16/16 (3) 17/17 (1) 23/23 (10) 14/14 (1) 14/14 (2) 17/17 (6) 10/10 (2) 15/15 (3) 7/7 (0) 7/7 (0) 7/7 (2) 7/7 (0) 7/7 (1) 7/7 (1) 7/7 (1) 7/7 (2) 7/7 (1) 7/7 (1) 7/7 (2) 7/7 (1) 7/7 (1) 7/7 (1) 7/7 (1) 7/7 (1) 13/13 (5) 14/14 (5) 10/10 (8) 14/14 (2) 13/13 (6) 6/6 (2) 4/4 (0) 10/10 (5) 9/9 (2) 10/10 (0) 100 (25) 100 (24) 100 (59) 100 (10) 100 (35) 100 (23) 100 (9) 100 (41) 100 (19) 100 (6) 16/16 (8) 100 (43) 7/7 (0) 7/7 (1) 10/10 (5) 3/3 (1) 8/8 (2) 100 (7) 100 (14) 100 (35) 100 (20) 100 (20) 100 (24) 1) Based on all meetings, including those in a purely virtual format; virtual attendance was chosen in some cases, particularly to reduce CO2 emissions caused by travelling. 2) Attending workshops is optional for Supervisory Board members. Workshop attendance is therefore not taken into account in the determination of the average attendance rate. PDF (A4) Deutsche Börse Group – Annual report 2023 8 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information Topics addressed during plenary meetings of the Supervisory Board scheduled departure at the end of 2024. The Supervisory Board has thus cre- ated the conditions for an orderly change of leadership at an early stage. In the reporting year, we discussed in detail the future strategic direction of Deutsche Börse Group. The Executive Board consulted the Supervisory Board at an early stage about the development of the new Group strategy, Horizon 2026. This defines the strategic framework for Deutsche Börse Group until 2026 and also includes an updated climate strategy. We advised the Executive Board on all relevant aspects of the strategy. For details on the Group Horizon 2026 strategy, please refer to the “Strategy and steering parameters” section in the combined management report. Another core element of our Supervisory Board work in the reporting year was the strategic expansion and reinforcement of our pre-trading business. Deutsche Börse AG acquired all the shares in the Danish company SimCorp, having successfully completed a public takeover offer. SimCorp is an interna- tional software company that provides integrated front-to-back investment management solutions for asset managers and other buy-side businesses. The business of the newly acquired SimCorp was merged with the data and analyt- ics business of Axioma. The businesses of ISS, Inc. and STOXX Ltd. were also merged. A new segment, Investment Management Solutions, was created for the SimCorp, Axioma and ISS STOXX businesses in order to reflect the size and strategic importance of the pre-trading unit. At the Supervisory Board, we accompanied these structural changes and the expansion of our business and approved the necessary measures. Another key focus of our Supervisory Board activities was the careful and early preparation of the upcoming change at the head of the Executive Board. With Stephan Leithner, we were able to ensure a convincing succession for Theodor Weimer. He will take up office on 1 October 2024. Mr Leithner and Mr Weimer will each exercise the function of Co-CEO until Mr Weimer’s The Supervisory Board would expressly like to thank Theodor Weimer, who took office at the beginning of 2018. He initially made a significant contribu- tion to stabilising Deutsche Börse AG and from then on decisively and actively drove forward the strategic development of Deutsche Börse Group. Under his leadership, Deutsche Börse Group has grown steadily and sustainably and has seen extremely positive economic development. The Supervisory Board also dealt with its future composition in the reporting year. Representatives of shareholders and employees will be elected for a pe- riod of office of three years in 2024. Please refer to the “Personnel matters” section for details. In the field of information technology, we discussed the partnership with a well-known global provider of cloud infrastructure and the main projects to de- velop the digital settlement platform D7 and an exchange for digital assets. Ar- tificial intelligence and other new technologies, and the opportunities they rep- resent for Deutsche Börse Group, were another key area of our work in this field. In view of their great importance for the Group and the infrastructure ser- vices it provides to financial and capital markets, we again discussed the sub- jects of information security and cyber resilience in depth. One overarching focal area of our work was again the discussion of different topics relating to environmental, social and governance (ESG) matters. We dis- cussed the updated climate strategy in detail, which is integrated into the new Group strategy, Horizon 2026. The Supervisory Board also examined in detail sustainability regulations and reporting and their implementation at Deutsche Börse Group. Furthermore, we gained an overview of the future world of work in the areas of information technology and financial services, which are im- portant for us. Sustainability targets also play an important role in the system PDF (A4) Deutsche Börse Group – Annual report 2023 9 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information of remuneration for the Executive Board. In the context of the financial state- ments, we adopted the 2022 remuneration report, which was approved by a majority of 91.69 per cent of shareholders at the Annual General Meeting on 16 May 2023. The Supervisory Board also supported the Executive Board’s proposal to hold the Annual General Meeting online in the reporting year. This was based, in particular, on the experience of online Annual General Meetings held by Deutsche Börse AG in prior years and the concrete form of the online Annual General Meeting as defined in the new legislation governing stock cor- porations. Based on the positive experience of online general meetings to date, the amended company’s Articles of Association, which have been approved by the 2023 Annual General Meeting, enable a corresponding decision to be taken for the Annual General Meetings in the next two years. In the reporting year, we again dealt with various legal matters, such as the current status of litigation and legal proceedings involving Clearstream Banking S.A. in the USA and Luxembourg, and the ongoing investigation by the Public Prosecutor’s Office in Cologne regarding the conception and settlement imple- mentation of securities transactions by market participants over the dividend date (cum-ex transactions). Market participants used such transactions to make unjustified tax refund claims. In this context, the Supervisory Board also dealt with investigations into such transactions by the stock exchange regulator in the German state of Hesse. Other important litigation and legal proceedings concerning Deutsche Börse Group were also a key aspect of our work on the Supervisory Board. The effi- ciency, suitability and effectiveness of the internal control system and the han- dling of findings by internal control functions as well as external auditors and regulatory authorities were another important area of our work. the Supervisory Board’s work in the reporting year, the outlook for 2024, the upcoming personnel decisions for the Executive Board and Supervisory Board, as well as a proposed increase in Supervisory Board remuneration. The Supervisory Board Chair summarised his dialogue with investors in the plenary meetings and the meetings of the Nomination Committee. Our plenary meetings and workshops during the reporting period focused par- ticularly on the following issues: At our ordinary meeting on 8 February 2023, the Executive Board reported in a regular cycle on the status of the cross-divisional client relationship manage- ment. We also discussed the preliminary result for the 2022 financial year and the Executive Board’s dividend proposal for 2022. After in-depth discussion, we set the amount of the variable remuneration for the Executive Board for 2022. We also adopted the 2022 corporate governance statement and ap- proved the Executive Board’s resolution to hold the 2023 Annual General Meeting in a new online format. The Executive Board informed us in detail about succession planning for the senior management level, the targets set and achieved in terms of gender diversity, and the steps taken to build a global pool of female talent. A status report was also given on the current status of the public takeover offer for the Danish software company SimCorp, and the further measures to build a new Investment Management Solutions segment including ISS, STOXX and Qontigo. The Executive Board also informed us about the structure of the partnership with a well-known global provider of cloud infrastructure. We also adopted measures following the effectiveness re- view in 2022. In addition, the Supervisory Board Chair held meetings with institutional inves- tors and proxy advisers in November and December 2023 to discuss current governance topics affecting the Supervisory Board. These meetings focused on At the ordinary meeting on 9 March 2023, the Executive Board again in- formed us at length and in detail about the planned voluntary public takeover offer for SimCorp and the further measures to build a new Investment Manage- ment Solutions segment including ISS, STOXX and Qontigo. After an in-depth PDF (A4) Deutsche Börse Group – Annual report 2023 10 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information discussion, we expressed our support for the proposed transaction steps and the planned strategic decision to create an Investment Management Solutions segment. We discussed the financial statements of Deutsche Börse AG for 2022, the consolidated financial statements for 2022 and the 2022 remuner- ation report in the presence of the auditors. We approved the annual and con- solidated financial statements for 2022 and the 2022 remuneration report, having carried our own detailed examination, in line with the recommendation of the Audit Committee, which had previously carried out an in-depth prepara- tory examination of the documents. The meeting also gave us the opportunity to discuss matters with the auditors without the presence of the Executive Board. In addition to the Supervisory Board report for 2022, we also adopted the agenda for the 2023 Annual General Meeting and elected Barbara Lambert as the deputy chair of the meeting. Furthermore, we examined in detail the re- sults of the review of the appropriateness of Executive Board remuneration that is carried out with external support every two years, and adapted the base sal- ary and target remuneration for the Executive Board as from 1 June 2023, as well as the pension agreement with Heike Eckert. The Executive Board in- formed us of the personnel situation in Deutsche Börse Group. At our ordinary meeting on 16 May 2023, we discussed the upcoming An- nual General Meeting with the Executive Board. The ordinary meeting on 21 June 2023 was held at one of Deutsche Börse Group international offices again for the first time since the outbreak of the Covid-19 pandemic. At the meeting in Cork, Ireland, we examined in detail and discussed the Horizon 2026 Group strategy devised by the Executive Board. The Strategy and Sustainability Committee had previously discussed the new Group strategy and the updated climate strategy in detail. The Execu- tive Board also informed us about the status of various legal matters, including the current status of the litigation and legal proceedings involving Clearstream Banking S.A. in the USA and Luxembourg, and a hearing by the Hesse Ex- change Supervisory Authority on establishing the risk management system for the stock market operations of the Frankfurt Stock Exchange. We also dis- cussed the investigations by the Public Prosecutor’s Office in Cologne into se- curity transactions by market participants over the dividend date (cum-ex transactions). The Executive Board also notified us of the status of a project to optimise internal processes. A strategy workshop also took place on 9 March 2023, in which the Execu- tive Board presented the baseline for the new Group strategy, Horizon 2026, and explained the strategy process and timetable. In an IT workshop on 9 March 2023, we also dealt with the topic of cyberse- curity and had the current overall threat level explained to us from the per- spective of the federal government. In an extraordinary meeting on 25 April 2023, we approved the announce- ment of the voluntary public takeover offer for SimCorp and the other transac- tion steps to create an Investment Management Solutions segment. PDF (A4) Deutsche Börse Group – Annual report 2023 11 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information In another strategy workshop on 21 June 2023, we looked at strengthening the capital markets in Germany and the European Union, and in particular at the role of Deutsche Börse Group. A corporate governance workshop on the subject of sustainability regulations was held on 27 September 2023. We dealt particularly with the current re- quirements for sustainability reporting and the implementation of the Supply Chain Due Diligence Act at Deutsche Börse Group.. In another workshop on human resources on 27 September 2023, we ex- plored how the world of work would look in future and found out about current and future developments on the national and global labour market for IT and financial services. In the ordinary meeting on 28 September 2023, the Executive Board in- formed us about the result of the voluntary public takeover offer for SimCorp, the further steps towards a complete acquisition of the company, its subse- quent delisting and the planned integration steps. The Executive Board also explained the status of the transaction steps to create an Investment Manage- ment Solutions segment. We dealt with the effectiveness review to be carried out in the reporting year and with the forthcoming Supervisory Board elections in 2024. Ahead of these elections and the annual suitability review, we re- viewed and specified the targets for the composition of the Supervisory Board as scheduled. Finally, the Executive Board presented an overarching Group programme to address the regulatory findings in the field of information tech- nology. In an IT workshop for the Supervisory Board on 7 December 2023, we dealt extensively with the fundamentals, current developments and use cases of arti- ficial intelligence, in order to provide a basis for the further discussions of this topic planned for 2024. In the ordinary meeting on 7 December 2023, we adopted the budget for 2024 and set the Executive Board targets for the 2024 financial year. The Ex- ecutive Board informed us about the results of the annual employee survey, the implementation status of the personnel strategy and the revisions that had been made to the strategy for 2024. We gained an impression of the perfor- mance of recently acquired companies and equity investments and the invest- ments made in the context of Deutsche Börse Group’s corporate venturing ac- tivities. We discussed and adopted the results of our annual effectiveness re- view in accordance with section D.12 of the German Corporate Governance Code, the annual suitability assessment of the Supervisory Board and the Ex- ecutive Board, as well as the upcoming year’s training plan for the Supervisory Board. We also adopted the declaration of conformity in accordance with sec- tion 161 Aktiengesetz (AktG, German Stock Corporation Act) for the 2023 fi- nancial year, which can be viewed at www.deutsche-boerse.com > Investor Relations > Corporate Governance > Declaration of Conformity. Furthermore, we resolved to propose an adjustment to Supervisory Board remuneration at the 2024 Annual General Meeting. The Executive Board informed us of the current status concerning the Investment Management Solutions segment. Martin Jetter, the Supervisory Board Chair, presented the agenda before each Supervisory Board meeting and informed the Supervisory Board about current matters. Theodor Weimer, the CEO, also informed us about the current devel- opments affecting the company’s business and significant transactions at the start of every meeting. At the end of each meeting the Supervisory Board members talked openly and extensively among themselves, without Executive Board members, about the meeting itself and general topics. A similar discus- sion also took place at the Supervisory Board meeting on 8 March 2024 in which we approved the annual and consolidated financial statements for 2023, and which was also attended by the auditors. From 2021 onwards, the members of the Audit Committee have had regular talks with the external audi- tors without the Executive Board members. PDF (A4) Deutsche Börse Group – Annual report 2023 12 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/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 com- mittee 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 and Sustainability Committee, the Chairman’s Com- mittee and the Mediation Committee. Details on the members and duties of the Supervisory Board committees in 2023 can be found in the “Corporate governance statement” section of the combined management report. The com- mittees focused on the following key issues: Audit Committee (six meetings during the reporting period)  Financial topics, particularly capital management  Financial reporting: Examination of the annual financial statements of Deutsche Börse AG and of the consolidated financial statements, including the financial reporting process, of the integrated combined management re- port, the remuneration report and of the half-yearly financial report and the quarterly statements, as well as a discussion of the audit results in the pres- ence of the auditors; preparation of the Supervisory Board decision on adopt- ing the annual financial statements and approving the consolidated financial statements and the Executive Board proposal for use of the appropriation of the unappropriated surplus  Statutory auditors: Obtaining the statement of independence from the exter- nal auditor and monitoring the external auditor’s independence; issuing the engagement letter to the external auditor for the audit of the annual and con- solidated financial statements and the integrated combined management report; issuing the engagement letter for the auditor’s review of the half- yearly financial report; issuing the engagement letter for the audit of the form and contents of the remuneration report; agreeing the external auditor’s fee; defining and discussing the focus areas of the audit; discussing non-audit services rendered by the external auditors; evaluating the quality of the audit and preparing the Supervisory Board’s proposal to the Annual General Meet- ing on the election of the auditor  Internal control systems: Discussion of questions relating to risk manage- ment, compliance and capital market compliance, the internal control and audit system; discussion of the methods and systems used and their effi- ciency, adequacy and effectiveness; detailed discussion of the accounting-re- lated internal control system  Deutsche Börse AG’s dividend and the Group’s budget  Discussion and formal adoption of the Audit Committee’s tasks for the com- ing year  Preparation of the Supervisory Board’s resolution on the corporate govern- ance statement in accordance with section 289f Handelsgesetzbuch (HGB, German Commercial Code) and the declaration of conformity in accordance with section 161 AktG  Examination of the control process for related-party transactions  Measures to close internal and external audit findings  Management of outsourcing  Management of regulatory changes, such as the introduction of a require- ment to provide consolidated transaction data (“consolidated tape”) in the EU  Dealing of material litigation and legal proceedings involving Deutsche Börse Group  Dealing with the tax positions of Deutsche Börse AG and other tax issues  Dealing with the ESG reporting, particularly the planned implementation of the Corporate Sustainability Reporting Directive  Dealing with the financing of, and accounting for, M&A transactions PDF (A4) Deutsche Börse Group – Annual report 2023 13 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information Nomination Committee (ten meetings during the reporting period) Risk Committee (four meetings during the reporting period)  Executive Board remuneration: Target achievement of Executive Board mem- bers; determination of the variable Executive Board remuneration for 2022; preliminary discussion of individual target achievement by members of the Executive Board in 2023; preparing the adoption of individual targets for members of the Executive Board for 2024; reviewing the appropriateness of Executive Board remuneration and the amendment of the pension agreement with Heike Eckert  Personnel matters: Detailed review of the search for a successor to the CEO; discussion of succession planning for the Executive Board and subsequent management levels, also considering diversity and inclusion aspects; dealing with Heike Eckert’s appointment to an external board seat  Search and preliminary selection by the shareholder representatives of a suc- cessor to Michael Rüdiger for the Supervisory Board seat  Dealing with the competence profile for the Supervisory Board and the suita- bility assessment for the Executive Board and Supervisory Board, including the qualification matrix for the Supervisory Board  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  Dealing with operational risks, information security and business continuity management  Dealing with risk management in the Eurex business area  Dealing with legal matters concerning Deutsche Börse Group  Discussion of outstanding audit findings and plans of action to address them in the Eurex and Clearstream business areas  Discussion of the determination of the risk appetite of Deutsche Börse Group for the 2024 financial year considering the material risks of SimCorp  Dealing with specific risk situations, particularly concerning the geopolitical situation and effects on Deutsche Börse Group of insolvencies and impend- ing insolvencies by financial services providers  Examination of the regulation of digital assets in the USA  Dealing with the implementation of the EU General Data Protection Regula-  Review and preparation of a proposal to adapt Supervisory Board remunera- tion in Deutsche Börse Group tion  Dealing with the training plan for the Executive Board and Supervisory Board for 2024  Discussion of the results of the annual staff survey  Report by the Chair of the Supervisory Board on the corporate governance Strategy and Sustainability Committee (three meetings during the reporting period) roadshow in 2023  Dealing with the voluntary public takeover of the Danish software company SimCorp  Discussion and examination of the Horizon 2026 strategy, particularly the current climate strategy  Discussion of the situation and strategy of Clearstream Fund Services (CFS) PDF (A4) Deutsche Börse Group – Annual report 2023 14 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information Technology Committee (four meetings during the reporting period) Audit of the annual and consolidated financial statements  Debate on information security, IT governance, risk management and cyber resilience in the face of various scenarios  Dealing with digitalisation initiatives in the Clearstream unit  Discussion of IT support for the structural and organisational changes in the Clearstream business area, and for the growth strategy in the Eurex business area  Follow-up on the SAP roadmap and the planned relocation to a new data centre  Dealing with the implementation of the strategic partnership with a provider of cloud infrastructure  Dealing with the strategic opportunities for the use of artificial intelligence in Deutsche Börse Group Chairman’s Committee (no meeting during the reporting period)  The Chairman’s Committee convenes on the initiative of the Chair of the Su- pervisory Board; it deals with time-sensitive affairs and prepares the corre- sponding 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) Mit- bestG, 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. PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, based 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 2023, together with the accounting system, and issued an unqualified audit opinion. The con- densed financial statements and interim management report contained in the half-yearly financial report for the first six months of 2023 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 Michael Rönnberg. The auditors at- tended 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 result of operations of the company and the Group and were available to provide fur- ther information. They had regular exchanges with the Chair of the Supervisory Board and the Chair of the Audit as well as the Risk Committee, also outside the meetings. 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. No facts were identified in the course of the audit that would indicate an inaccuracy in the declaration of conformity pursuant to section 161 AktG declared by the Executive Board and Supervisory Board, for which an obligation of the auditor to notify the Chair of the Audit Committee had been agreed. There were also no objections raised as a result of the non- mandatory audit of the form and content of the remuneration report. The Su- pervisory Board discussed the services provided by PwC on a regular basis in addition to their statutory auditing services. There were no grounds for sus- pecting that the auditor’s independence might be impaired. PDF (A4) Deutsche Börse Group – Annual report 2023 15 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Letter from the CEO The Executive Board The Supervisory Board Report of the Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information The Audit Committee discussed the financial statement documents and the re- ports 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 2023 annual finan- cial statements, consolidated financial statements and the integrated combined management report 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 8 March 2024, 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) with the Exec- utive Board. The discussion covered company liquidity, its financial planning and shareholders’ interests. Following this discussion and its own examina- tion, the Audit Committee concurred with the Executive Board’s proposal for the appropriation of the unappropriated surplus. After examining this our- selves, the plenary meeting of the Supervisory Board also approved the Execu- tive Board’s proposal. No personnel changes were made with regard to the Executive Board in 2023. Dealing with conflicts of interest In order to rule out in advance even the impression that their personal interests might affect their work and decisions in the Supervisory Board, all Supervisory Board members disclose to the Chair of the Supervisory Board, without delay, any conflict of interests, particularly those that may arise due to an advisory function or decision-making role at customers, suppliers, lenders or other busi- ness partners. One Supervisory Board member did not take part in discussions or decisions on the subject of cum-ex transactions in order to avoid any poten- tial conflict of interest. With regard to another potential conflict of interest in view of his roles as Supervisory Board Chair of BlackRock Asset Management Deutschland AG and Chair of the Board of Directors of BlackRock Asset Man- agement Schweiz AG, Michael Rüdiger did not take part in discussions or de- cisions in the Supervisory Board on the acquisition of SimCorp. The Supervisory Board would like to thank the Executive Board and all em- ployees for their great commitment and good work in 2023, which remained challenging due to the ongoing geopolitical situation and its economic effects. Personnel matters There were no personnel changes in the Supervisory Board during the report- ing period. Michael Rüdiger decided not to stand again for election to the Supervisory Board. He will therefore leave the board when his term of office ends at the close of the Annual General Meeting in 2024. The Supervisory Board discussed his succession in the reporting year and will propose Sigrid Kozmiensky for election by the Annual General Meeting in 2024. Frankfurt/Main, 8 March 2024 for the Supervisory Board Martin Jetter Chair of the Supervisory Board PDF (A4) Deutsche Börse Group – Annual report 2023 16 Deutsche Börse Group – Annual report 2023 12 Gruppe Deutsche Börse | Geschäftsbericht 2020 Vorstand und Aufsichtsrat | Bericht des Aufsichtsrats Lagebericht Abschluss Anhang Weitere Informationen Umgang mit Interessenkonflikten in Einzelfällen Im Berichtsjahr traten keine Interessenkonflikte einzelner Aufsichtsratsmitglieder auf. 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 Für den Aufsichtsrat: Martin Jetter Vorsitzender des Aufsichtsrats Nettoerlöswachstum +XX % CAGR 2019–2022 Combined management report 18 Deutsche Börse: Fundamental information about the Group 22 Strategy and steering parameters 27 Economic situation 44 Non-financial declaration 64 Risk report 83 Report on opportunities 88 Report on expected developments 90 Report on post-balance sheet date events 91 Corporate governance statement 115 Deutsche Börse AG (notes based on HGB) 120 Takeover-related disclosures Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group About this report Business operations and Group structure Management Organisational structure Corporate purpose and value creation process Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Deutsche Börse: Fundamental ments and notes information about the Group Deutsche Börse: Fundamental information about the Group Deutsche Börse Group is one of the largest providers of market infrastructure in the world. We provide our clients with a broad spectrum of products and services along the value chain of financial market transactions. Securities, derivatives, commodities, currencies and digital assets are traded on our platforms. About this report This combined management report covers both Deutsche Börse Group and Deutsche Börse AG. The combined management report also includes the com- bined non-financial declaration. It meets the requirements of HGB (German Commercial Code) and Deutscher Rechnungslegungs Standard Nr. 20 (DRS 20, German Accounting Standard No. 20). The information about our net as- sets, financial position and result of operations is based on the requirements of International Financial Reporting Standards (IFRS), and if applicable, German commercial law (HGB) and German Financial Reporting Standards (DRS). The contents of the combined non-financial declaration are subject to PwC’s audit. Consolidated financial statements/notes Business operations and Group structure Remuneration report Further information 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 14,000 employees from 131 nations working at 56 sites. As one of the largest providers of capital market infrastructure worldwide, we offer our clients a broad range of products and services along the value chain of financial market transactions. Our offering ranges from portfolio manage- ment software, analytics solutions, the ESG business and index development, via services for trading, clearing and settling orders through to custody services for securities and funds, and liquidity and collateral management services. We also develop and operate the IT systems and platforms that support all these processes. In addition to securities, our platforms are also used to trade deriva- tives, commodities, foreign exchange and digital assets. Our business takes place in four segments: Investment Management Solutions, Trading & Clearing, Fund Services and Securities Services. This structure is used for the internal Group controlling and forms the basis for our financial re- porting. The new segment Investment Management Solutions was introduced in the fourth quarter 2023 to reflect the growing importance of the buy-side as a customer group for the Group. It includes the SimCorp business, as well as the activities of ISS, STOXX and Axioma that were previously pooled in the Data & Analytics segment. For further details we refer to the segment reporting in the section “Results of operations”. 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. PDF (A4) Deutsche Börse Group – Annual report 2023 18 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Deutsche Börse: Fundamental ments and notes information about the Group The Executive Board is responsible for the management of the company, whereby the Chief Executive Officer (CEO) coordinates the activities of the Ex- ecutive Board members. In the 2023 financial year, the Executive Board of Deutsche Börse AG comprised six members. The remuneration system and the remuneration paid to individual members are explained in more detail in the “Remuneration report”. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group About this report Business operations and Group structure Management Organisational structure Corporate purpose and value creation process Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Management The governing bodies of Deutsche Börse AG, which is a German stock corpora- tion, 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 dis- charges the Executive Board and the Supervisory Board of liability. In addition, it rules on equity issuance and other matters governed by the Aktiengesetz (AktG, German Stock Corporation Act). The Supervisory Board appoints, supervises, and advises the members of the Executive Board, and is involved directly in decisions of fundamental im- portance to the Group. Additionally, it approves the annual financial state- ments as well as the consolidated financial statements prepared by the Execu- tive 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. The composition of the Supervisory Board is governed by the provisions of the German Co-determination Act (Mit- bestimmungsgesetz). It is made up of eight shareholder representatives and eight employee representatives. Further details are provided in the “Corporate governance statement”. PDF (A4) Deutsche Börse Group – Annual report 2023 19 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Deutsche Börse: Fundamental ments and notes information about the Group Organisational structure Our organisation is divided into six Executive Board areas as follows: Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group About this report Business operations and Group structure Management Organisational structure Corporate purpose and value creation process Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 20 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group About this report Business operations and Group structure Management Organisational structure Corporate purpose and value creation process Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Deutsche Börse: Fundamental ments and notes information about the Group Corporate purpose and value creation process Our purpose is “We at Deutsche Börse create trust in the markets of today and tomorrow”. Trust is essential for functioning markets and sustainable econo- mies. We provide fair and transparent, reliable and stable infrastructures that ensure safe and efficient capital markets around the globe. According to the terminology used by the International Integrated Reporting Council (IIRC), 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 partner- ships. They enable us to create value with our business model. The impact that we have with our business model can be thought of in the following four outcome dimensions: Economic situation: As a fast-growing company we create financial value, substance and returns on which our investors, employees, customers and soci- ety can build. Employees: As an employer, we take wide-ranging measures to enable our employees to fully realize their development potential. We also work to boost the satisfaction of our employees and their loyalty to our Group. All this helps to build our employer brand, which is the main reason why talented people choose us. Customers and markets: Our products and services contribute to increase transparency for market participants and to enable them to price in and inte- grate market developments, changes and transformations. In this way we ena- ble our customers and market participants to make better-informed decisions. Social environment: Our value creation also goes far beyond the areas of di- rect concern to us as a company. We thus focus on the environment and hu- man rights aspects of our supply chain and are involved in initiatives to strengthen the local financial industry. PDF (A4) Deutsche Börse Group – Annual report 2023 21 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Strategy and steering parameters ments and notes Strategy and steering parameters Deutsche Börse Group has an excellent market position in Europe as an operator of market infrastructure. As a fully integrated end-to-end provider we offer our customers a broad value chain with innovative solutions. All this has enabled us to exceed the financial targets we set ourselves as part of our Strategy Compass 2023. We achieved the original guidance for 2023 back in 2022. And we revised the 2023 targets upwards several times during the course of the year. Target achievement Compass 2023 Key performance indicators Net revenue Target Compass 2023 Target achieve- ment 2023 ~€4.3 billion €5,076.6 million Earnings before interest, tax, depreciation and amortisation (EBITDA) ~€2.5 billion €2,944.3 million The market environment in which we operate is very dynamic. This applies not only to the markets themselves, which we organise and operate via our platforms. Our competitive environment as a market infrastructure operator is also permanently in flux. The provider landscape has consolidated drastically in the past decades, which has strengthened the remaining operators of mar- ket infrastructure and enabled them to extend their business in various direc- tions. New business activities and new customer groups beyond the core busi- ness have moved to the foreground. Today, market infrastructure providers not only service the sell-side, like banks and financial service providers, but rather have extended and diversified their customer target group. We too have continued to expand our market leadership in the European Un- ion as a fully integrated end-to-end provider in the financial markets. By this gradual expansion of our business model we are now also able to cater to the buy-side as a new customer group. Our broad value chain now includes solu- tions for investment management, trading and clearing through to securities services. We have achieved this by both organic growth and targeted acquisi- tions. We see ourselves as a hybrid of technology company and financial ser- vices provider, with a value chain that has a high degree of integration and di- versification. As a result, our business model is characterised by great scalabil- ity, a low risk profile and low capital intensity, with a high affinity for technol- ogy at the same time. This is not only a unique sales proposition in interna- tional competition, but also forms the basis for attractive growth opportunities and also makes our business model more robust and resilient to market fluctu- ations or secular shifts. PDF (A4) Deutsche Börse Group – Annual report 2023 22 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Strategy and steering parameters ments and notes Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Building on our successful business performance in recent years, we devel- oped a new strategy entitled Horizon 2026 which we published on 7 Novem- ber 2023. It defines the strategic direction and financial targets for the years ahead through to 2026 and thus secures our outstanding market position and continued viability. The core of Horizon 2026 is the business strategy that we have mapped out comprehensively and in detail at a Group and segment level. The relevant strategic aspects of human resources, information technology, en- vironment, social and governance, and particularly climate action, are integral parts of our business strategy. Further information on these topics can be found in the chapter “Non-financial declaration”. The relevant financial strat- egy for our Group is reflected in the adjusted framework for capital allocation. It backs up our business strategy and forms the basis for our further corporate growth. In our strategy we make a fundamental distinction between organic growth, generated from existing operations, and inorganic growth by means of focused acquisitions to expand or deepen our value chain. Organic growth consists mainly of secular initiatives such as product innovation, additional market share or new customer gains, as well as cyclical growth due to interest rate ef- fects or higher trading volumes due to market fluctuations. Our growth course as defined in Horizon 2026 is built on three strategic pil- lars.  Strong oorrggaanniicc ggrroowwtthh:: As in the past, organic growth forms the foundation for Horizon 2026. We benefit from long-term industry trends in attractive markets and strive for profitable organic growth of around 7 per cent per year on average. Secular growth is intended to account for by far the largest share of this.  IInnvveessttmmeenntt MMaannaaggeemmeenntt SSoolluuttiioonnss:: With the acquisition of SimCorp we com- plement our former activities in the area of data and analytics with a holistic offering for institutional investors by pooling end-to-end solutions for invest- ment management and high-quality data in a new segment. In addition, we expect the acquisition of SimCorp completed in 2023 to deliver an average of around 3 per cent inorganic growth per year, and so increase the share of re- curring revenue.  DDiiggiittaall lleeaaddeerrsshhiipp:: We intend to keep expanding our leading role in the digi- talisation of assets. With D7 we already operate in the Securities Services segment one of the leading digital infrastructures globally in the post-trade area with more than 7,000 digital issuances. Cloud technologies and artifi- cial intelligence also help us to increase our effectiveness and efficiency, and to open up new business areas at the same time. Deutsche Börse is aiming for overall growth in net revenue of 10 per cent p.a. on average until 2026. The reference year for this is 2022. Earnings before in- terest, taxes, depreciation and amortisation (EBITDA) should increase to an av- erage of 11 per cent p.a. Earnings per share before the effects of purchase price allocations (cash EPS) should increase over the same period by an aver- age of 11 per cent a year. PDF (A4) Deutsche Börse Group – Annual report 2023 23 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Strategy and steering parameters ments and notes Overwiew of targets „Horizon 2026“ targets in € Net revenue Earnings before interest, tax, depreciation and amortisa- tion (EBITDA) Cash EPS Basis 2022 Targets of “Horizon 2026” 4.3 billion ~ 10 % CAGR 2.5 billion ~ 11 % CAGR 8.61 ~ 11 % CAGR  TTrraaddiinngg && CClleeaarriinngg:: The shift from OTC to on-exchange trading, greater use of fixed income products in response to restrictive monetary policies, in- creasing demand for repo products and rising demand for digital assets  FFuunndd SSeerrvviicceess:: The trend towards outsourcing of fund distribution operations to boost efficiency and the increasing demand for fund data services and an- alytics  SSeeccuurriittiieess SSeerrvviicceess:: The strong increase in outstanding debt and rising de- To achieve these targets, we are addressing the following market trends in our four operating segments. mand for repo products and financing solutions via the capital markets as a result of the returning strong positive interest rates  IInnvveessttmmeenntt MMaannaaggeemmeenntt SSoolluuttiioonnss:: The increasing importance of the buy- side in financial markets and the outsourcing of investment operations to central service providers, as well as higher demand for index-driven invest- ments, ESG services and reliable data Additional cyclical growth components may include higher market volatility in the Trading & Clearing segment, as well as higher long-term interest rates in Fund Services and Securities Services. In addition, targeted acquisitions may also contribute to future growth if they are strategically and financially attrac- tive. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 24 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Strategy and steering parameters ments and notes Growth drivers ”Horizon 2026“ Segment Growth drivers Investment Manage- ment Solutions Trading & Clearing SSooffttwwaarree SSoolluuttiioonnss ((SSiimmCCoorrpp && AAxxiioommaa)):: •• Rising demand for holistic Software as a Service (SaaS) and Business Process as a Service (BPaaS) investment management solutions, where customers can select the services they need along the investment management value chain and obtain them individually and efficiently • Increasing importance of the buy-side in the capital markets and general growth of this customer group • Customer desire for a neutral provider of integrated investment management software, including risk management and analytics solutions, which is also internationally compet- itive • Cost pressure from regulation and technological advances are leading to consolidation among providers of investment management software, and increasing demand from customers for an integrated offering EESSGG && IInnddeexx ((IISSSS//SSTTOOXXXX)):: •• Increasing demand for an integrated offering of index and ESG products and services that is internationally competitive • Growing need for high-quality ESG data, research, ratings and benchmark indices due to the growing number of passively managed funds (ETFs) • Growing need for high-quality ESG data, ratings and research on the part of active asset managers and investors as a result of increasing competitive pressure to outperform lower-cost ETFs • Increasing regulation and reporting obligations for companies, investors and funds, such as CSRD and SFDR, which increase the need for market knowledge, ESG data, market analysis and research • Synergy effects from the merger with SimCorp & Axioma and ISS & STOXX by pooling competences and distribution activities across products, as well as greater business expansion in North America FFiinnaanncciiaall ddeerriivvaattiivveess:: • Interest rate derivatives: Innovative products, such as derivatives based on European sovereign bonds, and additional market share in the segment of short-term interest rate derivatives (STIRs) • OTC clearing: Additional market share due to greater efficiency in offsetting OTC and exchange-traded business (cross-margining), and an improved risk model. The current obligation being discussed by the EU supervisory authorities to use an active cross-margining account within the EU could contribute to gaining additional market share • Repo: Higher demand for secured money market products as a result of central banks’ withdrawal from the money market and higher financing costs • Equities and equity index derivatives: Innovative products, such as exchange-traded derivatives on products that were traded over the counter in the past (total return futures), ESG index derivatives • Digital assets: Rising demand for digital asset classes CCoommmmooddiittiieess:: • Electricity: Higher demand for electricity derivatives, driven by (1) higher price fluctuations due to the greater share of renewable energies in the energy mix, (2) uncertainty in global electricity supply chains and thus higher need for hedging by market participants, (3) increasing trading in electricity derivatives by quant/algo traders, who are now able to trade on electricity markets as a result of their greater liquidity FFXX:: • New customer gains and additional market share compared with OTC trading Fund Services • New outsourcing customers and service extensions (e.g. distribution and data) • Expansion of the proposition for asset managers, with regulatory, data-based and digital services from a “one-stop shop” • Exploit cross-selling potential in the areas of execution, distribution, data and innovation PDF (A4) Deutsche Börse Group – Annual report 2023 25 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Strategy and steering parameters ments and notes Growth drivers ”Horizon 2026“ Segment Growth drivers Securities Services • Expand global presence in fixed-income securities services • Net interest income • Expand scope and range of securities lending services (e.g. AI-enabled “marriage broking”) • Scaling opportunities by expanding “platforms as a service” proposition • D7 as the first completely digital securities infrastructure – further momentum thanks to partnership with Google • Ongoing strong growth in secular fee income We review our organic growth initiatives continuously. We capitalize particu- larly on the expansion in secular growth markets and asset classes. At the same time we always focus on the needs of our customers and technological advances. Key initiatives and growth drivers are also described in more detail in the “Report on opportunities” section. The “Report on expected developments” section describes expected develop- ments in the 2024 financial year. Additionally, the remuneration system for the Executive Board and executive staff has also created a number of incentives for growth in the individual busi- ness divisions. The “Remuneration report” provides a detailed description of all targets. Financial steering parameters The most important key performance indicators to manage of our economic sit- uation are net revenue and EBITDA, since these are vital for the successful ex- ecution of our growth strategy and set incentives for profitable growth. The ba- sis is net revenue as reported in the consolidated financial statements. This consists of sales revenue, plus net treasury income from banking business and similar business, plus other operating income, less volume-related costs. One of the most important pillars of the corporate strategy, in addition to absolute growth, is the profitability of this growth. EBITDA stands for earnings before in- terest, tax, depreciation and amortisation and as such is a gauge of our opera- tive earning power. It is a common indicator for measuring profitability. An- other key financial control criterion is earnings per share before purchase price allocations (Cash EPS), since all profit and loss effects are reflected in this in- dicator, and it can therefore be used to measure the successful implementa- tion of the growth strategy. PDF (A4) Deutsche Börse Group – Annual report 2023 26 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes Economic situation Deutsche Börse Group remains on a growth path. We increased our net revenue significantly again in 2023. We benefited from both organic growth and the acquisition of SimCorp. In the following section we look at the macroeconomic and sector-specific en- vironment, the course of business, our earnings, the development of profitabil- ity and other financial performance indicators. Macroeconomic and sector-specific environment Secular growth factors and M&A are a core element of our strategy. We can plan them, manage them and adjust them to external circumstances. Our busi- ness performance is also influenced by macroeconomic and sector-specific factors that are beyond our direct control, however. In 2023 these included:  Persistently high inflation, which did fall over the course of the year, but re- mained significantly above the central banks’ target rates  The resulting ongoing restrictive monetary policy of central banks in the USA and Europe, and their insistence that this policy will be pursued until infla- tion rates approach the desired level  The insolvency of some US banks in mid-March and the consolidation on the Swiss banking market  Russia’s ongoing war of aggression against Ukraine and the related sanctions and effects on global supply chains and energy supply  The Hamas attack on Israel in October 2023 and the resulting new escala- tion in the Israeli-Palestinian conflict in the Middle East since then In its January 2024 estimate, the International Monetary Fund (IMF) predicted slower global economic growth of 3.1 per cent for 2023 (2022: +3.5 per cent). It expects the euro area to grow by 0.5 per cent (2022: +3.5 per cent) and for the economy in Germany to even contract by 0.3 per cent (2022: +1.8 per cent). Business developments The 2023 financial year was dominated by the activities of central banks to combat high inflation rates. Inflation declined over the course of the year in both the USA and Europe, but rates were still too high, making a looser mone- tary policy impossible. The ECB raised its deposit rate in several stages, most recently to 4.00 per cent in September, while the Federal Reserve increased its target range for the federal funds rate to 5.25-5.50 per cent in July and has left it at this level since. Both central banks said that any change in their restrictive monetary policies depended on the future development of key economic indicators. Higher interest rates mean on the one hand that we profit from higher net in- terest income in the Securities Services and Fund Services segments. At the same time there were phases in which higher interest rates increased market participants’ hedging requirements and led to greater trading activity in fixed income products in the Trading & Clearing business. Central banks’ withdrawal from the money market also caused higher demand for repo products. In the commodities business, trading activity returned to the power markets, with PDF (A4) Deutsche Börse Group – Annual report 2023 27 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information new highs towards the end of the year. This was the result of lower and more stable power prices, which reduced the margin requirements. Volatility on stock markets, as measured by the VSTOXX, was significantly lower than the previous year. Higher trading volumes were only seen briefly in March following the insolvency of several US banks and the consolidation on the Swiss banking market. The VSTOXX stood at an average of 18 points, which was 35 per cent lower than the average for the previous year. Trading activity in securities and equity index derivatives in the Trading & Clearing unit was correspondingly lower. Results of operations Against this backdrop, the results of operations in financial year 2023 were af- fected significantly by both secular and cyclical growth factors. The biggest driver of year-on-year net revenue growth in the Group was a sharp rise in in- terest rates on both sides of the Atlantic, combined with only a moderate de- cline in cash deposits from our customers in the Securities Services and Fund Services segments, resulting in very strong growth in net interest income. Higher interest rates and a downwards trend in the money supply had a posi- tive impact on the use of interest rate derivatives and repo products in the fi- nancial derivatives business within the Trading & Clearing segment. In this context the rise in the outstanding notional volume of centrally cleared over- the-counter (OTC) traded and euro-denominated interest rate derivatives had a positive influence on net revenue. In addition, lower margin requirements as a result of reduced volatility on power and gas markets, and new customer gains, increased trading volumes for power derivatives in the commodities business in the Trading & Clearing segment, which was in turn reflected in higher net revenue. The Investment Management Solutions segment profited from both continuous product demand in Governance Solutions, Corporate So- lutions and ESG, and from contract renewals with customers in the Analytics business. The acquisition of SimCorp, which was fully consolidated into the Group in the fourth quarter, also made a decisive contribution to M&A growth in this segment. In contrast to the previous year, which saw a positive one-off effect of €63 million in total in net revenue, there were no significant non-re- curring effects on the revenue side in the reporting year. Our net revenue therefore increased to €5,076.6 million in the financial year 2023 (2022: €4,337.6 million). The net revenue increase of 17 per cent con- sisted partly of 5 per cent secular growth, which came largely from new cus- tomer gains and gains in market share, the expansion of customer relation- ships and product innovations. Cyclical growth effects accounted for a further 7 per cent. The global increase in interest rates deserves particular mention. Another 5 per cent comes from M&A growth in connection with the acquisition of SimCorp. Operating costs rose by 16 per cent to €–2,118.3 million in financial year 2023 (2022: €–1,822.2 million). Around 5 per cent resulted from organic cost growth, which also includes an increase in the headcount compared with the previous year, inflation effects and investments in secular growth measures. 10 per cent of the increase is due to the SimCorp acquisition effect, related transaction costs of €22 million and the costs of realising potential syn- ergies in the new Investment Management Solutions segment of €56 million. PDF (A4) Deutsche Börse Group – Annual report 2023 28 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information This boosted our earnings before interest, tax, depreciation and amortisation (EBITDA) by 17 per cent to €2,944.3 million (2022: €2,525.6 million). The result from financial investments, which is included in EBITDA, came to €–14.0 million (2022: €10.2 million). In the course of the purchase of minor- ity interests in ISS and the bundling of expertise in our Investment Manage- ment Solutions segment, one-off adjustments to the valuation of a contingent purchase price component resulted in losses of €9 million. The decline was also due to valuation effects from minority interests. Amortisation, depreciation and impairment losses came to €418.4 million (2022: €355.6 million). The change stems mainly from purchase price alloca- tions for the acquisition of SimCorp in the Investment Management Solutions segment, as well as a €25 million write-down on intangible assets at Crypto Finance AG in the Trading & Clearing segment. Our Group’s financial result of €–74.1 million (2022: €–63.5 million) was mainly determined by the issue of new corporate bonds with medium and long maturities, and short-term debt instruments for a total volume of €4 billion to finance the acquisition of SimCorp. The Group’s tax ratio of around 27 per cent was slightly higher than the previous year. Overall, the net profit for financial year 2023 attributable to Deutsche Börse Group shareholders was €1,724.0 million (2022: €1,494.4 million), which represents a year-on-year increase of 15 per cent. Undiluted earnings per share were €9.35 (2022: €8.14) for an average of 185.1 million shares. Earnings per share before purchase price allocations (cash EPS) stood at €9.98 (2022: €8.61). Net profit for the period attributable to non-controlling interests amounted to €72.8 million (2022: €68.8 million) and comprised mainly earnings attributa- ble to non-controlling shareholders of EEX and ISS STOXX. Comparison of results of operations with the forecast for 2023 For financial year 2023 we originally forecast an increase in net revenue to within a range of €4.5-4.7 billion. We increased this forecast several times over the course of the financial year, and at the time the results of the third quarter were published we were predicting net revenue, now including SimCorp, of around €5.0 billion. In line with our strategy we also anticipated an increase in secular net revenue growth of at least 5 per cent. Given the very good cyclical performance in financial year 2022, which was characterised by much higher market volatility and a global rise in interest rates, we assumed that the cyclical net revenue contribution in 2023 would be lower, or even negative. However, as inflation rates increased significantly in both the USA and Europe, the central banks moved to intervene quickly, resulting in another significant interest rate hike. Net interest income from the banking business rose accordingly in the Securities Services and Fund Services segments to a to- tal of €702.4 million (2022: €260.0 million). In addition, the acquisition of SimCorp, which was not included in the original forecast for 2023, contributed another €198.0 million to the Group’s net revenue. With net revenue of €5,076.6 million we therefore significantly exceeded our original forecast. Net revenue growth of 17 per cent includes 5 per cent secular growth. This means we also delivered on our forecast for secular net revenue growth. PDF (A4) Deutsche Börse Group – Annual report 2023 29 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes Furthermore, at the start of the year we predicted an increase in earnings be- fore interest, tax, depreciation and amortisation (EBITDA) to €2.6-2.8 billion. Over the course of the financial year this forecast was also raised, to around €2.9 billion. Our operating costs were mainly affected by the acquisition of SimCorp and went up by 16 per cent. They include both transaction expenses and the costs to achieve potential synergies in the new Investment Manage- ment Solutions segment totalling €79 million. Despite this, EBITDA rose by 17 per cent to €2,944.3 million and so was at the upper end of our forecast. Comparison forecast 2023 with financial year 2023 Net revenue Earnings before interest, tax, depreciation and amortisation Forecast 2023 €bn Actual 2023 €m ~5.01 ~2.92 5,076.6 2,944.3 1) Originally €4.5–4.7 billion (guidance raised over the course of the financial year) 2) Originally ~€2.6–2.8 billion (guidance raised over the course of the financial year) Comparison of financial position with the forecast for 2023 As part of the ongoing development of our capital management we adjusted the relevant rating ratios in 2023 (see “Capital management” section). As ex- pected, our ratio of net debt to EBITDA of 2.19 at year-end was just below the new maximum figure of 2.25 for rating purposes, due to the acquisition of SimCorp. The ratio of free funds from operations to net debt of 36 per cent was slightly below the now minimum target of 40 per cent, as expected, which was also due to temporarily higher borrowing for the SimCorp transac- tion. The cash flow from operating activities was again significantly positive. Based on a dividend proposal to the Annual General Meeting of €3.80 per share, the distribution quota of 40 per cent is within the range of 30 to 40 per cent communicated as part of our redeveloped capital management. The divi- dend of €3.60 proposed the previous year was paid as planned in May. The cash flow from operating activities was significantly positive. Investment in in- tangible assets and property, plant and equipment of €264.0 million was not completely in line with the budget of €300 million. 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 the course of 2023. In the reporting year, it was at 19.5 per cent (2022: 18.8 per cent). Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 30 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes Investment Management Solutions segment Key indicators Investment Management Solutions segment more effective use of our respective assets and resources and offer our custom- ers even more added value. Net revenue in this unit is made up of licensing, update and service revenue for on-premise and SaaS solutions, as well as rev- enue from the analytics business. Revenue from professional services activities is recognised under Other. 2022 Change in €m Net revenue Software Solutions On-premises SaaS (incl. Analytics) Other ESG & Index ESG Index Other Operating costs EBITDA 2023 863.2 296.9 126.6 124.2 46.1 566.3 242.1 205.6 118.6 651.7 75.4 0 75.4 0 576.3 238.6 215.6 122.1 – 581.1 – 383.2 276.0 261.5 32 % 294 % n.a. 65 % n.a. –2 % 1 % –5 % –3 % 52 % 6 % Since the fourth quarter of 2023 the Investment Management Solutions seg- ment has consisted of the previous Data & Analytics segment and the business operations of the newly acquired SimCorp. It is divided into the Software Solu- tions and the ESG & Index units. In the Software Solutions unit we report on the activities of SimCorp, which now also includes the analytics business of Axioma. SimCorp is a renowned provider of investment management software and offers a market-leading front- to-back investment management platform. As a Software-as-a-Service-(SaaS) and Business-Process-as-a-Service-(BPaaS) player for global asset owners, as- set managers and asset servicers, our open platform provides both flexibility and operating efficiency for our customers in all asset classes. In today’s fast- moving markets the top priority is also a comprehensive and agile approach to portfolio and risk management. For this reason we have bundled the portfolio construction and risk management solutions from Axioma (Analytics) with our investment management platform. By combining our strengths we can make In the ESG & Index unit we report on both the ESG and Index business gener- ated by our ISS STOXX subsidiary. Under the umbrella of ISS STOXX are the STOXX Index business (also comprising STOXX® and DAX® indices) as well as the four existing business units of ISS: ISS Governance, ISS ESG, ISS Corpo- rate Solutions and ISS Market Intelligence. The combination of robust and di- verse ESG and governance datasets from ISS with the all-round expertise of STOXX in producing benchmarks and customer-specific indices, as well as in index production and settlement, enables ISS STOXX to operate effectively on a global basis. Net revenue in this business is made up of ETF, exchange and other licence revenue. While ETF licence revenue depends on the volume in- vested in exchange-traded index funds (ETFs) based on STOXX® and DAX®, exchange licence revenue are derived mainly from the volume traded in index derivatives on STOXX and DAX indices on Eurex. By licensing sustainable in- dex solutions that mirror the entire index product portfolio, we contribute to the ESG trend. Net revenue at ISS is made up of ESG revenue, which comprises corporate and governance solutions, ESG data, research and ESG ratings. Mar- ket intelligence activities are presented under Other. In the financial year the Software Solutions unit of the segment profited partic- ularly from higher net revenue thanks to new customer gains and contract re- newals by existing customers, which are mainly linked to the timing of trans- actions. This relates both to the performance in the existing analytics business and to that of SimCorp. Net revenue from SimCorp was consolidated for the first time in the fourth quarter of 2023 and was somewhat above our original expectations due to a higher number of new contracts for software solutions. As a result of the acquisition, the segment costs were driven largely by the re- lated transaction costs of €22 million and the costs of €56 million for realising PDF (A4) Deutsche Börse Group – Annual report 2023 31 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes potential synergies (costs to achieve) in the new Investment Management So- lutions segment. Trading & Clearing segment Key indicators Trading & Clearing segment The ESG & Index unit saw sustained a stable for ESG products, which institu- tional investors and banks use to develop sustainable investment strategies and for ESG reporting. The corporate solutions offered by ISS for companies also continued to experience interest. Compared with the previous year, the exchange rate effects of a weaker US dollar on average had a slightly negative impact on net revenue. In the Index business, lower trading activity in equity index derivatives on our derivatives exchange Eurex had an impact on Index net revenue. It declined year on year by 10 per cent. By contrast, the trend towards exchange-traded index funds and correspondingly higher investment volumes support business with ETF licences. It increased by 5 per cent compared with the previous year. Net revenue in the Index unit was therefore slightly up on the previous year. However, Index net revenue the previous year included a one-off, volume- based licence fee reimbursement of €19 million from the Trading & Clearing segment. in €m Net revenue Financial derivatives Equities Interest rates Margin fees Other Commodities Power Gas Other Cash equities Trading Other Foreign exchange Operating costs EBITDA 2023 2022 Change 2,262.8 1,264.3 2,187.1 1,234.4 471.0 397.1 91.0 305.2 565.0 241.5 101.7 221.8 293.9 126.5 167.4 139.6 509.0 367.9 117.6 239.9 475.5 183.3 89.2 203.0 344.4 176.2 168.2 132.8 – 914.6 – 876.3 1,349.4 1,330.8 3 % 2 % – 7 % 8 % – 23 % 27 % 19 % 32 % 14 % 9 % – 15 % – 28 % – 0 % 5 % 4 % 1 % The Trading & Clearing segment comprises four asset classes: financial deriva- tives, commodities, cash equities and foreign exchange. In the financial deriv- atives asset class, we report on the performance in the financial derivatives trading and clearing business at Eurex exchange. Performance is driven mainly by the trading activities of institutional investors and other professional market participants and depends, to a large extent, on our clients’ hedging needs and market volatility. Revenue is also generated from marketing data and manag- ing collateral. PDF (A4) Deutsche Börse Group – Annual report 2023 32 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes In the commodities asset class, we report on trading activities on the EEX Group’s platforms in Europe, Asia and North America. The EEX Group operates marketplaces and clearing houses for energy and commodity products, con- necting more than 800 participants around the world. The product portfolio comprises contracts on power, environmental, freight and agricultural prod- ucts. The EEX Group’s most important revenue drivers are the power spot and derivatives markets, and the gas markets. These include products such as green power derivatives, emissions trading and certificates of origin. The cash equities asset class shows the development of our trading venues in the cash market (Xetra® and the Frankfurt Stock Exchange). Besides trading and clearing services income, revenue stems from the ongoing listing of com- panies’ securities and exchange admissions, the marketing of trading data, in- frastructure services and from services provided to partner exchanges. The segment also includes the foreign exchange asset class, which reports on business performance on the trading platforms operated by our subsidiary 360T. Net revenue is generated mainly by the trading activities of institutional investors, banks and internationally active companies. Uncertainty among market participants declined noticeably year on year in 2023, which was reflected in lower volatility on equities and commodities markets. Market volatility on stock markets, as measured by the VSTOXX, fell by 35 per cent. Hedging requirements fell as a result, and so trading activities in equity index derivatives were down by 9 per cent in the Financial deriva- tives unit. It was offset by an increase of 6 per cent in trading with interest rate derivatives due to higher interest rates. Changes in the interest rate envi- ronment also had a positive impact on the outstanding notional volume of over-the-counter (OTC) and euro-denominated interest rate derivatives in cen- tral clearing, which were up year on year by 19 per cent. Combined with the central banks’ more restrictive monetary policy, repo transactions in the Finan- cial derivatives, Other unit in particular saw strong demand from market par- ticipants and contributed €86 million to net revenue (2022: €51 million). The Russian invasion of Ukraine and the resulting uncertainty concerning the security of European gas and broader energy supplies dominated the financial year 2022, but the gas and power markets were calmer in the reporting pe- riod. Prices of the respective reference products for power and gas in the CCoomm-- mmooddiittiieess unit therefore fell significantly from their record highs in 2022. This reduced the margin required for trading in derivatives substantially, which had a distinctly positive effect on the futures markets. The trading volume in power derivatives climbed year on year by 38 per cent and in gas derivatives by 18 per cent. The unit also profited from new customer gains, which stemmed partly from the fact that centrally cleared offerings are highly competitive com- pared with the OTC market. Commodities, Other, reported a higher net reve- nue contribution from collateral management fees resulting from the significant increase in interest rates in both Europe and the USA. As with our European competitors, in addition to a decline in market volatility, the high interest rate environment also weighed on equity trading in CCaasshh eeqq-- uuiittiieess. It was only towards the end of the year that key indices like the DAX picked up sharply, reaching all-time highs in some cases. This was only partly able to offset a general decline in the order book volume of 31 per cent, how- ever. Xetra’s market share as the reference market for trading in DAX shares was again over 60 per cent, as in the previous year. In Foreign exchange we increased the average daily trading volume on our platform by 6 per cent in the reporting year, despite lower volatility in the EUR/USD exchange rate. Net revenue in this unit performed correspondingly well. PDF (A4) Deutsche Börse Group – Annual report 2023 33 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes The fund distribution business was also faced with the same market trends de- scribed above in the financial year. New customer wins and the transfer of new customer portfolios could not fully make up for a slight decline in average fund distribution assets. Net revenue in this unit fell slightly year on year as a result. 2022 Change In April 2023 we announced that Clearstream Fund Centre S.A. had received its own banking licence in Luxembourg and so was independent in the market, but will remain closely linked with Clearstream’s national and international central depositories (CSD, ICSD) in order to exploit synergies between the units for the benefit of our customers. Due to the increased independence of our fund services business from the securities business, the relevant portion of the net interest income from banking business of €57 million was reclassified from Securities Services to Fund Services (Other). At the same time, the sepa- ration resulted in a transfer of net revenue of €16 million from Fund Services to Securities Services (Custody, Settlement and Other). Other net revenue also includes the fund data business of Kneip, which was consolidated in the second quarter 2022. Fund Services segment Key indicators Fund Services segment in €m Net revenue Fund settlement Fund distribution Other Operating costs EBITDA 2023 439.9 213.9 85.3 140.7 375.9 211.5 89.7 74.7 – 209.8 – 171.5 226.7 203.8 17 % 1 % – 5 % 88 % 22 % 11 % The Fund Services segment pools order routing and settlement activity and custody volumes of mutual, exchange-traded, and alternative funds processed by Clearstream in the fund processing unit. Clients can settle and manage their entire fund portfolio across all asset classes on the Vestima® fund pro- cessing platform. The fund distribution business consists of the distribution platform at Clearstream Fund Centre. Fund Services therefore offers one of the leading fund services platforms in the European market for distribution part- ners, banks, asset managers and fund providers. Net revenue in this segment is largely a function of the volume and value of assets under custody and the number of orders and settlements processed. In addition, Other net revenue in the Fund Services segment includes the net interest income from the fund set- tlement business and net revenue from fund data management, which largely stems from the acquisition of Kneip S.A. The financial year 2023 was challenging for the European fund industry. On the one hand, fund prices profited from higher European equities indices than in the previous year. On the other hand, higher interest rates resulted in out- flows from actively managed funds. On balance, the value of assets under cus- tody was roughly the same as the previous year. The market environment also had a slightly negative impact on the number of securities settled. Net revenue from fund settlement was therefore only slightly up on the previous year. PDF (A4) Deutsche Börse Group – Annual report 2023 34 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes active liquidity management by our customers. Since the first quarter of 2023 around €90 million of the net interest income from banking business has been segregated as assets under sanctions held by us, of which €14 million relates to prior periods. This is therefore not shown in net revenue. When the fund business was spun out of Clearstream, the relevant portion of net interest in- come from banking business and other effects were reclassified from Securities Services to Fund Services (Other), as described in the Fund Services segment. Ongoing high issuance by companies and the public sector, as well as the general increase in share prices as a result of buoyant markets, led to growth of 6 per cent in assets under custody in 2023. The principal contribution came from the year-on-year change in the volumes of debt instruments held by our national and international central securities depositories (CSD, ICSD). These also rose by 6 per cent on average. The custody unit also reports on col- lateral management and the securities lending business. A more restrictive monetary policy and higher interest rates caused a significant increase of 14 per cent in outstanding volume compared with the previous year. The securi- ties settlement business also saw solid growth of 6 per cent in the financial year. The key driver in this area was an increase in the settlement of OTC se- curities. Net revenue the previous year included a disposal gain of some €50 million from the sale of our stake in the European transaction register REGIS-TR. This was recognised in Other net revenue. Securities Services segment Key indicators Securities Services segment in €m Net revenue Custody Settlement Net interest income from banking business Other Operating costs EBITDA 2023 2022 Change 1,510.7 1,122.9 615.1 114.4 645.5 135.7 – 412.8 1,092.2 585.0 104.8 260.0 173.11 – 391.2 729.5 35 % 5 % 9 % 148 % – 22 % 6 % 50 % 1) The deconsolidation of REGIS-TR was completed on 31 March 2022 and includes a disposal gain of €50 million. Our settlement and custody activities are reported under the Securities Services segment. In providing the post-trade infrastructure for Eurobonds and other se- curities markets, our subsidiary Clearstream is responsible for the issuance, settlement, management, and custody of securities from 60 domestic markets worldwide, plus the international market. Net revenue in this segment is driven mainly by the volume and value of assets under custody, which deter- mine the custody fees. The settlement business depends primarily on the number of settlement transactions processed by Clearstream via stock ex- changes as well as over-the-counter (OTC). The segment also includes net in- terest income from banking business, which represents a significant portion of the segment’s net revenue due to the steep rise in global interest rates. Net revenue in the Securities Services segment was affected most in 2023 by the monetary policy measures taken by central banks around the world in re- sponse to higher inflation. Net interest income from banking business, which in the Securities Services segment stems from cash deposits by our clients, profited significantly from higher base rates in both the USA and Europe. The volume of cash balances fell by 6 per cent, by contrast, which indicates more PDF (A4) Deutsche Börse Group – Annual report 2023 35 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes Financial position Cash flow Consolidated cash flow statement (condensed) in €m 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 2023 2022 2,482.5 2,549.0 2,141.6 2,483.6 – 3,997.2 – 1,406.5 2,293.4 2,955.2 1,655.1 – 951.1 2,128.2 1,275.6 Cash and cash equivalents at Deutsche Börse Group, i.e. its liquidity, com- prise cash and bank balances – to the extent that these do not result from rein- vesting 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 €2,482.5 million (2022: €2,141.6 million) before changes in CCP positions on the reporting date and was made up primarily of net income for the period of €1,796.8 million (2022: €1,563.2 million) and from changes in working capital. Cash outflows for investing activities amounted to €3,997.2 million in 2023 (2022: €1,406.5 million) and were largely driven by the acquisition of SimCorp and fluctuations between short and long-term investments of cus- tomer funds. The acquisition of SimCorp led to a cash outflow of €3,887.3 million. Capital expenditure on intangible assets and property, plant and equipment of €264.0 million (2022: €323.5 million) was slightly below the planning framework of around €300 million and related primarily to IT and growth investments. Cash inflow from financing activities was €2,206.9 million (2022: cash out- flow of €951.1 million) and in addition to the dividend payment for the 2022 financial year of €661.5 million (2022: dividend for the 2021 financial year of €587.6 million), included three bonds with a nominal volume of €3,000.0 million to finance the SimCorp acquisition. Cash flow for 2023, which is the sum of all inflows and outflows of cash from operating, investing and financing activities, came to €845.2 million (2022: €126.0 million) and was dominated by cash flow from operating activities. The positive cash flow from operating activities, sufficient credit lines and our flexible management and planning system meant that we were again ade- quately supplied with liquidity in 2023. For further details of cash flow, see the consolidated cash flow statement and note 21 to the consolidated financial statements. PDF (A4) Deutsche Börse Group – Annual report 2023 36 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes Liquidity management We mainly cover our operational liquidity needs by means of internal financ- ing, 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 provi- sions allow. Generally speaking, we invest cash on a short-term basis, in order to ensure rapid availability, and it is largely secured by liquid bonds from prime-rated issuers. Moreover, we have access to external sources of financ- ing, such as bilateral and syndicated credit lines, as well as a commercial pa- per programme (see note 24 to the consolidated financial statements for de- tails of financial risk management). In recent years, we have leveraged our ac- cess to the capital markets to issue corporate bonds in order to meet our struc- tural financing needs. Debt instruments issued by Deutsche Börse AG (outstanding as at 31 December 2023) Type Issue volume ISIN Fixed-rate bearer bond Fixed-rate bearer bond Fixed-rate bearer bond Fixed-rate bearer bond Fixed-rate bearer bond €500 m DE000A1684V3 €500 m DE000A3H2457 €600 m DE000A2LQJ75 €600 m DE000A3MQXZ2 €500 m DE000A3H2465 Term to 10 years 5 years 10 years 10 years 10 years Maturity Coupon (p.a.) Listing October 2025 February 2026 March 2028 April 2032 1.625% Luxembourg/ Frankfurt 0.000% Luxembourg/ Frankfurt 1.125% Luxembourg/ Frankfurt 1.500% Luxembourg/ Frankfurt February 2031 0.125% Luxembourg/ Frankfurt Fixed-rate bearer bond (hybrid bond) €600 m DE000A289N78 Fixed-rate bearer bond (hybrid bond) €500 m DE000A3MQQV5 Call date 7 years/ final maturity in 27 years Call date 6.25 years/ final maturity in 26.25 years June 2027/ June 2047 1.250 % (until call date) Luxembourg/ Frankfurt June 2028/ June 2048 2.000 % (until call date) Luxembourg/ Frankfurt Fixed-rate bearer bond Fixed-rate bearer bond Fixed-rate bearer bond €1,000 m DE000A351ZR8 €750 m DE000A351ZS6 €1,250 m DE000A351ZT4 3 years 6 years September 2026 September 2029 10 years September 2033 3.875% 3.750% 3.875% Luxemburg/Frankfurt Luxemburg/Frankfurt Luxemburg/Frankfurt Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 37 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes Capital management We further developed our capital management strategy in 2023. We are aim- ing to maintain our strong rating at Group level, which was changed to AA- af- ter the SimCorp takeover. 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 their long-term success in securities settlement and custody. The activities of our Eurex Clearing AG subsidiary also require strong credit quality. To keep these good credit ratings we aim for the following relevant key perfor- mance indicators going forward:  Net debt to EBITDA ratio: no more than 2.25  Free funds from operations (FFO) to net debt: at least 40 per cent  Interest cover ratio: at least 14  Tangible equity (for Clearstream Banking S.A.): at least €1,100 m We follow the methodology of S&P Global Ratings closely when calculating these ratios.  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 include Clearstream Banking S.A., Clear- stream Banking AG and Eurex Clearing AG. Interest expenses which are not related to our financing are not included in the calculation of interest ex- penses. Only 50 per cent of the hybrid bonds are counted towards interest expenses. Interest expenses for rating purposes in 2023 came to €86 mil- lion. The following table “Relevant parameters” illustrates our calculation methodol- ogy and shows the values for the reporting year. Relevant parameters Net debt / EBITDA Free funds from operations (FFO) / net debt % Interest coverage ratio Tangible equity of Clearstream Banking S.A. (as at the reporting date) Target figures ≤ 2.25 ≥ 40 ≥ 14 2023 2.19 36 35 €m ≥ 1,100 1.648  To determine EBITDA for rating purposes, reported EBITDA is adjusted by the result from financial investments, as well as by unfunded pension obliga- tions. EBITDA for rating purposes in 2023 was €2,970 million.  FFO for rating purposes is calculated by deducting interest and tax payments As expected, the acquisition of SimCorp in September 2023 meant that the target for FFO in relation to net debt was undershot slightly. Since we generate significant cash flow from our operating business, we expect to reduce debt quickly and achieve the ratings targets in 2024. from EBITDA for rating purposes. FFO for rating purposes in 2023 was €2,307 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 report- ing 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 2023 was €6,493 million. PDF (A4) Deutsche Börse Group – Annual report 2023 38 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes We intend not to allow tangible equity (equity less intangible assets) of Clear- stream Banking S.A. to fall below €1,100 million. Clearstream Banking S.A. achieved this during the year under review, with a figure of €1,648 million. In November 2023 we announced a share buy-back programme for 2024 on the basis of the authorisation granted by the Annual General Meeting on 8 May 2019. Company shares are to be bought back for a total cost of up to €300.0 million (without incidental expenses) in the period to 3 May 2024. S&P Global Ratings bases the calculation of key performance indicators on the corresponding weighted average of the reported or expected results of the pre- vious, the current and the following reporting period. To ensure the transpar- ency of the key performance indicators, we report them based on the current reporting period. Credit ratings Credit ratings Dividends and share buy-backs We aim to distribute dividends equivalent to between 30 and 40 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 busi- ness performance and based on continuity considerations. In addition, we plan to invest the remaining available funds primarily in our 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 €3.80 per no-par value share for the financial year 2023 (2022: €3.60). This dividend is equivalent to a distribution ratio of 40 per cent of net profit for the period attributable our shareholders. Given 185.1 million no-par shares bear- ing dividend rights, this would result in a total dividend payment of €703.4 million (2022: €661.6 million). The number of shares with dividend rights is produced by deducting 4.9 million treasury shares from our ordinary share capital of 190.0 million shares. 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– A–1+ AA AA F1+ A–1+ AA A–1+ Our credit quality is reviewed regularly by S&P Global Ratings, while Clear- stream Banking S.A. is rated by Fitch Ratings and S&P Global Ratings, and Clearstream Banking AG by S&P Global Ratings. On 21 December 2023, Fitch Ratings affirmed the AA credit rating of Clear- stream 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. PDF (A4) Deutsche Börse Group – Annual report 2023 39 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes As expected, S&P Global Ratings put its credit rating for Deutsche Börse AG on “Creditwatch Negative” on 28 April 2023 following the announcement of the SimCorp transaction. After the transaction and the related additional borrowing were completed on 20 September 2023 it then downgraded the credit rating from AA to AA-, also as expected. This did not affect the credit ratings for Clearstream Banking AG and Clearstream Banking S.A. S&P Global Ratings confirmed its AA- credit rating for Deutsche Börse AG and its AA credit rating for Clearstream Banking AG and Clearstream Banking S.A. on 29 January 2024. 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 inter- national capital markets – especially through its international custody and transaction business. Net assets Consolidated balance sheet (extract) in €m ASSETS Non-current assets thereof intangible assets thereof goodwill thereof other intangible assets thereof financial assets 31 Dec 2023 31 Dec 20221 237,726.9 268,903.5 23,416.7 20,758.4 12,478.6 8,213.3 3,035.3 8,610.0 5,913.7 1,942.6 9,870.4 11,322.8 thereof financial assets measured at amortised cos 1,801.9 1,894.7 thereof financial assets measured at FVOCI 222.7 182.8 thereof financial instruments held by central counterpar- ties Current assets thereof financial instruments held by central counterpar- ties thereof restricted bank balances thereof other cash and bank balances Significant changes to net assets are described below. The full consolidated statement of financial position can be found in the consolidated financial state- ments. EQUITY AND LIABILITIES Equity Liabilities thereof non-current liabilities thereof financial instruments held by central counterpar- ties thereof financial liabilities measured at amortised cost thereof deferred tax liabilities thereof current liabilities thereof financial instruments held by central counterpar- ties 7,667.6 9,078.4 214,310.2 248,145.2 137,904.9 129,932.8 53,669.4 93,538.3 1,655.1 1,275.6 237,726.9 268,903.5 10,100.2 9,060.9 227,626.7 259,842.6 16,206.7 14,183.8 7,667.6 7,484.0 789.2 9,078.4 4,535.0 388.2 211,420.0 245,658.8 137,341.9 129,568.8 thereof financial liabilities measured at amortised cost 18,691.7 19,522.6 thereof cash deposits by market participants 53,401.3 93,283.1 1) Previous year adjusted, see note 3. PDF (A4) Deutsche Börse Group – Annual report 2023 40 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes 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 car- ried in the balance sheet at their fair value. The financial instruments of the central counterparties are described in detail in the section “Risk report” of the combined management report and in notes 12 and 24 to the consolidated fi- nancial statements. Market participants linked to the Group’s clearing houses partly provide collat- eral 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 cen- tral 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 €46.8 billion and €58.9 billion (2022: €53.4 billion and €119.5 billion). Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Deutsche Börse Group’s total assets fell year-on-year by 12 per cent. The in- crease in non-current assets resulted mainly from the SimCorp acquisition, which is reflected in higher intangible assets, and from exchange rate-related fluctuations in goodwill. The decline in current assets was particularly due to the volatility of restricted bank balances and financial instruments of the cen- tral counterparties at the reporting date. Group equity rose by 11 per cent compared with the previous year. This was due mainly to the net profit for the reporting year 2023, less the dividend pay- ment for the previous financial year 2022. Deutsche Börse Group invested a total of €264.0 million in the reporting year (2022: €323.5 million) in intangible assets and property plant and equipment (capital expenditure, CapEx), mainly in connection with IT and growth invest- ments. Working capital Working capital comprises current assets less current liabilities, excluding technical closing-date items. Current assets, excluding technical closing-date items, amounted to €2,298.9 million (2022: €2,588.6 million). As Deutsche Börse Group collects fees for most of its services on a monthly basis, the trade receivables of €1,832.2 million included in current assets as at 31 December 2023 were relatively low compared with net revenue (31 December 2022: €2,289.2 million). The decline in trade receivables was particularly due to open items as at the reporting date from the market volatility of the sports mar- kets within EEX Group, which were offset by a decline in trade payables at the same time. The current liabilities of the Group, excluding technical closing- date items, amounted to €2,312.6 million (2022: €2,763.3 million, exclud- ing technical closing-date items). For this reason the Group had slightly nega- tive working capital of €13.8 million at year-end (2022: negative working cap- ital of €174.7 million). PDF (A4) Deutsche Börse Group – Annual report 2023 41 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes Overall assessment of the economic position by the Executive Board The persistently high inflation rates in both the USA and Europe meant that there was a focus on intervention by central banks in the financial year 2023. The resulting rapid interest rate rises boosted market participants’ need for hedging with interest rate derivatives, but also had a significantly positive ef- fect on growth in net interest income from banking business in the Securities Services and Fund Services segments. Fears of recession and uncertainty con- cerning the future direction of interest rates subdued share trading and also led to outflows from fund assets under management. It was only as inflation rates began to recede sustainably and with the prospect of an end to further interest rate increases that equity indices picked up again strongly in the fourth quarter of 2023. Compared with the record highs in 2022, price volatility and the re- lated volumes of capital committed to power and gas markets declined signifi- cantly. Trading activity rose accordingly, particularly in power derivatives. With net revenue of €5,076.6 million, we achieved year-on-year growth of 17 per cent for the Group, which was above our expectations. Of the total, 5 per cent is due to secular growth and 7 per cent to cyclical growth effects. The acquisi- tion of SimCorp, which was consolidated in the Group for the first time in the fourth quarter of the financial year, contributed another 5 per cent from M&A growth. The increase in costs was also mostly related to the acquisition of SimCorp, and included extraordinary transaction expenses and the costs of re- alising potential synergies (costs to achieve) in the new Investment Manage- ment Solutions segment totalling €79 million. Earnings before interest, taxes, depreciation and amortisation (EBITDA) increased year on year by 17 per cent to €2,944.3 million, which was slightly higher than our expectations in view of the effects mentioned above. Additional borrowing to finance the acquisition also affected the financial result, which changed accordingly to €74.0 million. On this basis we consider that Deutsche Börse Group’s financial position re- mained very solid during the reporting period. As in prior years we reported strong cash flow from operating activities. The ratio of net debt to EBITDA, which is important for the credit rating, came to 2.19 and was thus below the now applicable limit of 2.25. As in recent years, we are again offering shareholders a higher dividend for the 2023 financial year. The proposed dividend is €3.80 (2022: €3.60), repre- senting a year-on-year increase of 6 per cent. We also decided in 2023 to carry out a share buyback programme with a volume of €300 million, which began on 2 January 2024 and should be completed by 3 May 2024 at the latest. 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 An- nual General Meeting through the repurchase or sale of further treasury shares. In this case, with a dividend of €3.80 per eligible share, an amended resolu- tion for the appropriation of distributable profit will be proposed to the Annual General Meeting. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 42 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Macroeconomic and sector-specific environment Business developments Results of operations Financial position Net assets Overall assessment of the economic position by the Executive Board Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Economic situation ments and notes 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) Depreciation, amortisation and impairment losses Net profit for the period attributable to Deutsche Börse AG shareholders Earnings per share (basic) Consolidated cash flow statement Cash flows from operating activities Consolidated balance sheet Non-current assets Equity Non-current interest-bearing liabilities1 Performance indicators Dividend per share Dividend payout ratio3 Employees (average annual FTEs) Deutsche Börse shares Year-end closing price Average market capitalisation Rating key figures Net debt / EBITDA Free Funds from Operations (FFO) / net debt 2019 2020 2021 2022 2023 €m €m €m €m €m €m € 2,936.0 3,213.8 3,509.5 4,337.6 5,076.6 247.7 196.6 142.7 532.2 961.5 – 1,264.5 – 1,368.7 – 1,551.6 – 1,822.2 – 2,118.3 1,678.2 – 226.2 1,003.9 5.47 1,869.4 – 264.3 1,079.9 5.89 2,043.7 – 293.7 1,209.7 6.59 2,525.6 – 355.6 1,494.4 8.14 2,944.3 – 418.4 1,724.0 9.35 €m 926.1 1,412.0 908.9 2,483.6 2,549. €m €m €m € % € €bn % 11,706.9 14,570.5 20,462.4 20,758.4 23,409.4 6,110.6 2,286.2 6,556.1 2,637.1 7,742.4 3,037.3 9,060.9 10,100.2 4,123.4 7,096.2 2.90 53 3.00 51 3.20 49 3.60 44 3.802 404 5,835 6,528 8,855 10,143 11,656 140.15 139.25 147.1 161.40 186.50 24.0 27.7 27 30.9 32.0 1.0 79 1.0 76 2.0 38 1.2 68 2.2 36 1) Bonds that will mature in the following year are reported under “other current liabilities” 2) Proposal to the Annual General Meeting 2024. 3) The ratios for the years 2019–2020 have been adjusted. The dividend payout ratio is determined using reported net profit. 4) Amount based on the proposal to the Annual General Meeting 2024. PDF (A4) Deutsche Börse Group – Annual report 2023 43 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Non-financial declaration We refine the ESG activities for Deutsche Börse Group in a process of continuous dialogue with our stake- holders. We report on the core aspects of our value creation process on the basis of our comprehensive mate- riality analysis. The combined non-financial declaration for Deutsche Börse Group and the parent Deutsche Börse AG meets the requirements of sections 289b–e and 315b–c HGB and Regulation (EU) 2020/852 of the European Parliament and the European 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). For the mandatory disclosure on our business model and the involvement of company management we refer to the chapters “Deutsche Börse: Fundamental information about the Group” and “Strategy and steering parameters”. In terms of the materiality analysis, description of management approaches and selected KPI the combined non-financial declaration follows the GRI (2021) standards. 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 unless explicitly stated. To the extent that no explicit statements are made for the par- ent company, qualitative information within the meaning of the combined management report applies equally to Deutsche Börse Group and the parent company Deutsche Börse AG. In some cases, quantitative details concerning the parent entity and subsidiaries consolidated for the first time are disclosed separately. In the course of our materiality analysis we continuously determine and evalu- ate the expectations and requirements of relevant internal and external stakeholders. In the year 2023 we surveyed several internal stakeholders in order to validate the results from 2021. This did not give rise to any changes. ESG 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 sustaina- bility matters at Deutsche Börse Group. It was supported in the reporting year by the interdisciplinary Group Sustainability Board, which is chaired by the CFO. The Group Sustainability Board is the central management board for sus- tainability topics in Deutsche Börse Group. It deals with company initiatives relating to environmental, social and governance topics (ESG). This includes advising on and monitoring the integration of sustainability into corporate plan- ning and controlling. The Group Sustainability Board has been replaced by the Group Sustainability Committee as of 1 January 2024. The Group Sustainabil- ity Committee is the new central management unit for sustainability topics in Deutsche Börse Group. It is chaired by the Chief Sustainability Officer and supports and advises the Executive Board on all aspects of sustainability. The Group Sustainability Committee is intended to ensure the implementation of effective ESG practices in accordance with applicable policies and guidelines. PDF (A4) Deutsche Börse Group – Annual report 2023 44 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information The Group ESG Strategy department, which reports to the CEO, primarily pro- vides support by continuously monitoring the ESG profile and climate strategy of Deutsche Börse Group. Responsibility for ESG reporting was transferred from Group ESG Strategy to the section Sustainability Reporting, which is part of the CFO function, on 1 October 2023. At the Supervisory Board level, the Strategy and Sustainability Committee has dealt, in particular, with sustainable corporate governance and activities in the field of ESG at Deutsche Börse Group since 2021. In addition to embedding ESG in the work of the Supervisory Board in this way, it is particularly im- portant for the board as a whole and in the other Supervisory Board commit- tees, especially the Audit Committee, the Risk Committee and the Nomination Committee. Current, relevant sustainability aspects also form part of the train- ing programme for the Executive Board and Supervisory Board and are dealt with in workshops and seminars. ESG targets The following non-financial performance indicators have been identified as rel- evant for management and are divided according to the outcome dimensions of our value creation process, employees, customers and markets and social environment (see Corporate purpose and value creation process): Non-financial key performance indicators Key performance indicators Employees Employee satisfaction1 Share of women in leadership positions2 Customer and markets Targets Actuals 2023 >71.5% >23% 73% 23% System availability (customer-facing IT) >99.5% >99.9% Social environment ESG ratings 1) Result without SimCorp 2) Group target for senior management >90th percentile 98th percentile 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 an- nual basis. In terms of employee satisfaction, we have defined a result of more than 71.5 per cent approval in the annual People Survey as the target. With regard to the proportion of women in management positions, the Executive Board has set it- self the target of achieving a proportion of over 23 per cent in upper manage- ment at global Group level by the end of 2023 as part of a voluntary commit- ment (see “Employees”). Customers and markets: As a provider of market infrastructure we maintain impartial, transparent and secure marketplaces. In this context we use our sys- tems availability as a key performance indicator. A value of more than 99.5 per cent is the target for our systems availability (see section “System stability and availability”). PDF (A4) Deutsche Börse Group – Annual report 2023 45 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Social environment: In terms of ESG ratings, our aim is to achieve a place in the 90th percentile in three leading independent ESG ratings (S&P, Sus- tainalytics, MSCI). (see section “ESG ratings”). Deutsche Börse Group updated its climate strategy and the relevant ESG tar- gets in the financial year 2023 as part of the further development of its strat- egy “Horizon 2026” (see “Social environment“). For this reason, the non- financial performance indicators described the previous year, ESG net revenue growth and CO2 emissions per workspace, are no longer considered by the Executive Board as relevant for management as of financial year 2023. For other sustainability indicators that are not explicit ESG targets as defined in our Horizon 2026 growth strategy, such as our emissions of greenhouse gases and ESG products, we also refer to our GRI Index on our homepage. The ESG risks are integrated into our Group-wide risk management approach. (see chapter “Risk report”). Employees The commitment and skills of our employees are a vital cornerstone for Deutsche Börse Group. Together with our core corporate values of perfor- mance, reliability, integrity, openness and responsibility they define our corpo- rate culture. At the same time they form the basis of our commercial success. For this reason we have an active People strategy, promote diversity, equity and inclusion, and systematically measure how attractive we are as an em- ployer. People strategy Working in its four strategic dimensions (Attract, Develop, Engage, Lead), our People strategy aims to attract the best talents, to develop them, to enable them to engage effectively and to continue their personal and professional de- velopment. These four dimensions form the foundation for four multi-year initi- atives. With these initiatives we want to create a flexible, sustainable working environment that offers our employees excellent working conditions. We successfully put our hybrid working model into practice in the framework of Trust@Work. With this hybrid working model that spans teams and projects we create the conditions for effective cooperation and focus particularly on im- portant moments at work, mental health and well-being. This process is backed up by DigitizeHR, an initiative to fully digitise our operating HR pro- cesses and provide actionable analytics. MissionGrow! is our initiative for im- proving development opportunities for our employees. We have revised our ca- reer model to increase transparency, offer equality of opportunity and create a culture of continuous feedback. Based on the results of our People Survey 2021 and 2022, the first improvements have been implemented and addi- tional focus areas for the WorkFlows initiative defined, in order to make Group- wide corporate processes more efficient and user-friendly as well as to imple- ment dedicated measures based on notable results. The initiatives were launched in 2020 for a period of three years. Most of the milestones have been reached, and the remaining topics were transferred to the line organisa- tion as part of continuous improvement. PDF (A4) Deutsche Börse Group – Annual report 2023 46 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Employer attractiveness We can only achieve lasting success if we attract and retain both new talents as well as specialized, experienced and engaged employees to Deutsche Börse Group and ensure they are enthusiastic about working for us as their employer of choice. In this spirit, we are continuously working on the implementation of our talent attraction strategy by considering the market situation and adjust it accordingly. Our strategy conveys the message that with us new talents be- come part of an international team that drives positive change and is charac- terised by curiosity and an open mind. We welcome people from all different origins, age groups and personal backgrounds, and want to give them the op- portunity to grow with us. We achieve this via a number of employee develop- ment programmes. Internal training courses – on cloud technology, digital in- frastructure and agile development methods, for example – are the logical con- tinuation of these programmes and form the basis for structured retraining and further training. They are supplemented by mentoring programmes and per- sonality-related training courses; on communication, taking responsibility or becoming a team player, for instance. We expanded our existing range of development programmes in 2023. In par- ticular we introduced activities for a structured programme intended to in- crease mobility between countries, locations and legal entities. In addition, we continued the LightUp! events for managers that were launched the previous year, which focus on refreshing competences and on expectations of modern managers. Taken as a whole, these formats strengthen our people develop- ment offering. 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 of 31 December 2023”. In our annual staff survey, the People Survey, which also deals with subjects such as pervading strategy and teamwork, we got very satisfying marks for our attractiveness as an employer (82 per cent approval). The largely positive feedback underlines how Deutsche Börse Group stands for a working environ- ment which makes it easy for staff to reconcile their career and their private life, with flexible models for working hours, allowances for childcare, part-time degree courses and part-time work. We also measure the average value of the two topics Strategic Alignment & Organisational Framework and Team Effec- tiveness & Collaboration annually. Our goal is to achieve an average value of more than 71.5 per cent in both topics. In 2023 we achieved a value of 73.0 per cent (without SimCorp). The following graph “Results of our annual People Survey 2023” shows what employees think about the subjects of understand- ing strategy and teamwork. PDF (A4) Deutsche Börse Group – Annual report 2023 47 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Promotion of diversity and inclusion Deutsche Börse Group operates around the world. At our 56 locations around the world we have over 14,000 employees from the most diverse cultural backgrounds. Our diversity is not only apparent in the origins of our employ- ees, 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 en- vironment in which everyone feels welcome and where they feel comfortable about contributing their ideas. We are a signatory of the “Diversity Charter” and “Women’s Empowerment Principles (WEPs)” and acknowledge our corporate social responsibility as ex- pressed in the Code of Conduct that applies throughout the Group. A public Diversity, Equity & Inclusion statement, in which we express our appreciation of all present and future employees and a Diversity, Equity & Inclusion policy constitute further elements of our diverse and inclusive working environment. We were also certified as a Fair Pay Analyst in 2023 for our successful en- deavours to pay our staff regardless of their gender. 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 or the placing of orders with third parties is concerned. We have therefore implemented pro- cesses designed to take equal treatment into consideration in the selection of staff and enable the Group to take prompt action whenever discrimination is suspected. Relevant cases were reported in 2023 either by our whistleblower system, to the respective Line Management or directly to the local Human Re- sources Department. All relevant cases requiring further remedial actions have PDF (A4) Deutsche Börse Group – Annual report 2023 48 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes been dealt in a fully compliant manner ensuring a high level of dignity, and closed. Furthermore, we deliberately decided against the centralised management of our diversity, equity and inclusion programmes. The members of our Diversity, Equity & Inclusion council represent our global workforce and our different mi- norities; 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. We also in- troduced the function of Chief Sustainability and Chief Diversity Officer in our Group in 2023, who is responsible for our diversity, equity and inclusion en- deavours. The responsibilities of this dual role complement one another and underline the priority that we at Deutsche Börse Group give to all dimensions of environmental, social and governance policy. It remains a particular aspira- tion for us 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. In addition to our programmes, other measures include focused succession plan- ning, as well as internal and external mentoring and training programmes. Ex- changes among female colleagues are encouraged by an internal women’s net- work. We provided special support for applicants and our employees directly and indirectly affected by the military conflict in Ukraine. We are also commit- ted to providing better opportunities for underprivileged people through dedi- cated programmes. 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 “Com- parison with the forecast for 2023”. The results of our staff survey on diversity, equity and inclusion confirm that our employees feel that they are welcome here with us (90 per cent positive) and that they are treated fairly and respectfully by their managers (94 per cent positive), regardless of their ethnic origins, their gender or their cultural back- ground. This positive feedback reaffirms our intention to keep expanding our programme for diversity, equity and inclusion, in the spirit of creating a fully inclusive working environment. Staff developments As at 31 December 2023, Deutsche Börse Group employed a total of 14,502 staff (women: 5,836; men: 8,643; other: 23; 31 December 2022: 11,078), drawn from 131 nationalities at 56 locations worldwide. The average number of employees in the reporting period was 12,187 (2022: 10,675). At Group level, this corresponds to an increase of around 14.2 per cent compared with the previous year. Our fluctuation rate was 10.9 per cent (31 December 2022: 14.8 per cent). At the end of the year under review, the average length of service for the com- pany was 6.7 years (2022: 6.8 years). The number of Deutsche Börse AG’s employees rose by 885 during the year under review to 2,657 as at 31 December 2023 (comprising 980 women and 1,677 men; 31 December 2022: 1,772). The average number of employees at Deutsche Börse AG in the 2023 financial year was 2,219 (2022: 1,752). On 31 December 2023, employees of Deutsche Börse AG worked at 8 loca- tions. For more details, please refer to the table entitled “Key data on Deutsche Börse Group’s workforce as at 31 December 2023”. PDF (A4) Deutsche Börse Group – Annual report 2023 49 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 50 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Key data on Deutsche Börse Group’s workforce as of 31 December 2023 (part 1) Deutsche Börse AG Deutsche Börse Group 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 All locations Germany Czech Republic Luxembourg Male Female Male Female Male Female Male Female 1,677 454 471 554 198 42 1,632 45 45 35 20 199 91 980 171 223 410 176 39 792 188 49 34 17 137 50 2,350 1,608 696 628 779 247 43 330 401 645 232 40 2,237 113 1,180 428 42 34 24 274 164 46 33 21 219 109 847 55 281 354 157 37 834 13 53 43 4 210 81 559 18 140 241 160 35 498 61 58 41 1 155 38 794 285 232 190 87 44 759 35 38 26 36 81 52 509 133 148 159 69 41 386 123 39 26 35 70 42 Training days per employee (FTEs) 6.2 6.5 4.8 5.5 5.4 5.9 5.7 4.4 1) Due to missing information (e.g. gender), headcounts of subcategories do not always add up to the total. PDF (A4) Deutsche Börse Group – Annual report 2023 51 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Key data on Deutsche Börse Group’s workforce as of 31 December 2023 (part 2) Deutsche Börse Group United Kingdom Ireland USA Other locations Male Female Male Female Male Female Male Female Total (part 1 and 2) 496 140 149 140 67 42 487 9 55 37 8 72 49 220 266 27 62 88 43 38 209 11 53 38 9 38 27 24 75 79 88 36 265 1 61 19 20 42 53 286 18 107 98 63 37 252 34 42 27 31 47 18 878 207 231 260 180 40 875 3 54 36 10 119 108 442 118 100 114 110 40 433 9 56 30 14 53 49 3,012 2,212 14,502 360 669 1,061 922 36 2,964 48 69 23 8 473 295 164 374 772 902 34 2,580 3,599 4,989 3,334 39 2,120 13,522 92 980 71 22 7 371 241 55 30 15 2,225 1,330 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 Training days per employee (FTEs) 1.4 1.4 3.0 4.3 0.7 1.0 1.5 1.2 3.3 1) Due to missing information (e.g. gender), headcounts of subcategories do not always add up to the total. PDF (A4) Deutsche Börse Group – Annual report 2023 52 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Executive and Supervisory Board Customers and markets Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Regarding the value creation for our customers and our market, we have iden- tified, in addition to the measurable performance indicator of system availabil- ity (see section ”Strategy and steering parameters”), two other important quali- tative parameters as part of our materiality analysis: information security and corporate responsibility. Our products and services contribute to increase transparency for market participants and to enable them to price in and inte- grate market developments, changes and transformations. In this way, we en- able our customers and market participants to make better-informed decisions. System stability and availability The availability of our customer-facing trading systems is an important indica- tor of the overall quality that we achieve when developing and operating our systems. Deutsche Börse AG operates its trading systems for the cash and de- rivatives markets as redundant server installations, distributed across two geo- graphically 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 again in 2023 – as well as the impact of local disruptions – within the scope of the FIA Test (the an- nual disaster recovery exercise conducted by the Futures Industry Association). This kind of disaster recovery test was also carried out after every larger soft- ware release. Other disruptions, such as technology malfunctions at individual workstations or personnel failures, were also tested. Our multiple testing of software, its verified roll-out and the seamless monitor- ing of servers, networks and applications has brought availability up to over 99.9 per cent in the reporting year. The plan is to introduce further technical measures to gain greater independence from providers of critical infrastructure technologies. Information security Security in all its facets has a high priority and is a strong focus of our Group. This does not just involve ensuring the availability of all services, but also the confidentiality of all information and the integrity of data. The range of threats increased again in 2023, not least due to geopolitical challenges and addi- tional conflicts. Deutsche Börse Group is faced with the reality that cyber threats continuously adopt the latest technologies and so develop at high speed, and we adapt our systems and processes accordingly. Global regulation also continues to develop in order to meet the challenges. Deutsche Börse Group uses an extensive framework of policies and processes, supplemented by specific controls and technical abilities based on the international security standard ISO/IEC 27001. Deutsche Börse Group invests continuously in new security solutions, pro- cesses and projects, in order to address effectively the growing number of threats with state-of-the-art security technologies. Security measures are im- plemented at several levels (defence-in-depth), to reduce the risk of security incidents from individual error sources. To strengthen abilities to defend and protect against cyber-attacks, regular improvements are made to cyber-analy- sis, cyber-security automation, identification and prevention of attacks, vulner- ability management, penetration testing and professional “white hat” attacks on the Group’s own IT.  PDF (A4) Deutsche Börse Group – Annual report 2023 53 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information In addition, the overarching security governance processes are optimised con- tinuously in order to identify risks to IT systems and applications at an early stage and mitigate them. A key building block is the networking and recon- naissance of attack vectors in order to counter them without delay. This takes place via both digital interfaces and intensive exchanges as a member of na- tional associations (Cyber Security Sharing and Analytics, CSSA), trade associ- ations (World Federation of Exchanges, GLEX) and international networks (Fi- nancial Services Information Sharing and Analysis Center, FS-ISAC and the Cyber Information and Intelligence Sharing Initiative, CIISI-EU) which contrib- ute significantly towards a forward-looking stance vis-à-vis cyber threats, and the development of strategies to fend off such threats. Furthermore, we are a member of the ECB’s Euro Cyber Resilience Board for pan-European financial infrastructures (ECRB) and are in close contact with the DAX40 CERT/CISO working group and the Federal Office for Information Security (BSI). The information security function checks that the information security and in- formation security risk management requirements are adhered to; it also moni- tors the systemic integration of, and compliance with, security policies in the context of product and application development. We operate a situation centre (Cyber Emergency Response Team, CERT) to detect and assess threats from cybercrime at an early stage, and coordinate risk mitigation measures in coop- eration with the business units. The security of Deutsche Börse Group is also defined via its ecosystem of suppliers and outsourcing partners, which are in- tegrated into the security concept. These partners are also benchmarked against Group requirements and integrated into the risk assessment. The effectiveness of physical security is also permanently reviewed, with simi- lar assessments and measures. A new security system was implemented in the offices at the individual locations around the world in 2023. For a description of the risks in connection with information security we refer to the section in the chapter “Risk report”. ESG products The Deutsche Börse Group can increase its information transparency for inves- tors, founders, asset managers and market participants, but also for external observers, by including ESG aspects in its product portfolio – be it by integrat- ing ESG ratings, data and/or analysis, or by reporting data on trading volumes for securities, derivatives, renewable energies and/or commodities. For an overview of our ESG products, we refer to the GRI index. Compliance 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 implemented a compliance management system (CMS), which aims to prevent misconduct and avoid liability and reputational risks for the Deutsche Börse Group, its legal representatives, executives and staff. Beyond business-related and regulatory compliance requirements, the fo- cus is on continuously strengthening compliance awareness throughout the Group. PDF (A4) Deutsche Börse Group – Annual report 2023 54 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Executive and Supervisory Board Code of business conduct Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Our Group’s code of business conduct summarises the most important aspects with regard to corporate ethics and compliance as well as appropriate conduct. It is communicated to all employees in the Group and is available on the inter- net and intranet sites. Our code of business conduct summarises our core val- ues and principles, which are intended to act as support for decision-making and enforce market integrity, transparency, efficiency and security. As a mem- ber of the AG Global Compact, Deutsche Börse AG is also committed to its principles, notably to support human and labour rights, to protect the environ- ment and to work against corruption in all its forms, which includes extortion and bribery. Objectivity and integrity are the guiding principles for employees of Deutsche Börse Group. Our management is fully aware of their function as role models and the importance of the “tone from the top”, which makes it possible to draw the attention of every individual employee towards managing compliance risks, both within the Group and among market participants. In order to sus- tainably anchor these guiding principles, and to prevent the Group and its staff from legal sanctions and reputational damage, Group Compliance has imple- mented risk-based compliance and preventive measures. Compliance management system An effective compliance management system (CMS) constitutes an indispensa- ble element of good corporate governance. The Group Compliance function manages the CMS as a second line of defence function and ensures compli- ance with legislation, regulations and internal rules, and promotes best prac- tice within the Group. In addition, the Group Compliance function monitors, controls and implements risk-based measures to mitigate risks with negative impacts (e.g. direct or indirect financial losses, regulatory penalties or reputa- tional damage). On this basis the CMS provides the foundation for sustainable risk transparency; specifically, it facilitates the reduction of compliance risks in the areas of money laundering/terrorism financing, criminal offences, data pro- tection, corruption, market manipulation, conflicts of interest and insider trad- ing, as well as monitoring of requirements concerning financial sanctions and embargoes. The appropriateness and effectiveness of the CMS are evaluated at least once a year on the basis of the individual CMS elements. The results are then pre- sented to the Audit Committee of the Supervisory Board of Deutsche Börse AG. The CMS elements particularly comprise:  Compliance risk analyses – Identified and assessed risks provide the basis for determining the scope and focus of compliance activities and the man- agement of the compliance risk profile.  Policies – Compliance requirements that are regularly updated in accordance with applicable legislation, regulations and defined compliance targets.  Controls – Regular and ad hoc controls are carried out to detect any compli- ance deficits.  Training – Creation of a compliance mindset and appreciation by means of compliance training.  Reporting – Regular and ad hoc reporting to the relevant stakeholders.  Internal & external audits – Independent and objective review of the CMS in terms of its suitability and effectiveness, and identification of improvement potential.  Ongoing development of the CMS – Projects and internal initiatives for the continuous development of the CMS. PDF (A4) Deutsche Börse Group – Annual report 2023 55 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes To ensure that the CMS is suitable and effective, and to reflect increasing com- plexity and growing regulatory demands, the CMS is regularly enhanced and improved. When determining the focus and improvements of the CMS, we are guided by applicable prudential legislation and regulatory requirements, as well as by the recommendations of internationally accepted standards. Based on these standards, Group Compliance identifies fields of action and measures to continuously adapt the CMS to changing requirements. Compliance organisational structure The Group Chief Compliance Officer reports directly to the Executive Board of Deutsche Börse AG. Compliance reporting comprises the relevant compliance risks in the context of the compliance mandate, as well as other compliance- relevant information and activities. The Group Compliance Committee is an interdisciplinary committee at man- agement level that aims to support and advise the respective Executive Boards and Compliance functions within Deutsche Börse Group on compliance topics. Committee members are the senior managers of the business units, the Chief Compliance Officers and representatives of the relevant control functions for the Group as a whole. In the context of the current geopolitical events and the resulting potential eco- nomic and political consequences, Deutsche Börse continues to analyse which risks could have an impact in the individual business areas and which measures need to be taken and implemented. Data protection/protection of personal data Data protection serves to protect the personal data of individuals. It aims to protect the privacy of employees and customers, but also of third parties, such as service providers. To guarantee data protection, personal data may only be processed on the basis of a corresponding justification and in compliance with the principles of data protection. We again took steps to comply with data protection legislation in 2023, partic- ularly in terms of appropriate and transparent processing of personal data, and continuously developed our processes. The Executive Board appointed a data protection officer years ago 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. It also drives the sus- tained development of a data protection culture in Deutsche Börse Group, which takes current commercial requirements and legislative changes into ac- count by means of training courses and awareness activities. The Group data protection function assumes the role of data protection officer for Group companies, insofar as this is required by law and it has been given the mandate as a central function. In this regard, the data protection function in-forms and advises the individual legal entities on data protection require- ments. 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. The data protection function’s framework, as a second line of defence, is in- corporated into the structure of our compliance safeguards. The data protection officers inform the respective Executive Boards annually and in an event- related manner on the status of data protection within the company and the measures to expand the data protection framework. PDF (A4) Deutsche Börse Group – Annual report 2023 56 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Key figures: corruption and data protection Corruption Prosecuted corruption cases 2023 2022 0 0 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)1,2 % 100 100 8,181 1,563 Data protection Number of justified customer complaints relating to data protec- tion 0 0 1) Employees of Deutsche Börse Group must repeat the web-based ABC training every two years. The training was revised in 2023, which is why the number of participants is significantly higher than in 2022. 2) The information is based on the employees that are connected to the central HR system. Group companies that are not connected to the HR system carry out compliance training on their own responsibility and not via the Group function. Social environment Our value creation also goes far beyond the areas of direct concern to us as a company. Accordingly, for example, the environment, human rights issues in the supply chain or participation in financial centre initiatives fall within our focus. Environment We endeavour to contribute to the Paris Climate Agreement with our business activities. In 2023, we have adapted our climate targets in line with current market standards towards a long-term climate strategy. This comprises near- term targets by 2030 and a net-zero target by 2045: Near-term targets:  Scope 1 & 2: Deutsche Börse aims to reduce absolute scope 1 and 2 emis- sions by 42% by 2030 from a 2022 base year  Scope 3: Deutsche Börse targets to reduce absolute scope 3 emissions from fuel and energy-related activities, business travel and employee commuting by 42% by 2030 from a 2022 base year  Scope 3 Supplier Engagement: Deutsche Börse aims that 87% of its suppli- ers, as measured by its emissions of purchased goods and services and capi- tal goods, will have science-based targets by 2028 Net-zero target:  Scope 1, 2 & 3: Deutsche Börse strives to reduce its absolute Scope 1, 2 and 3 emissions by 90% by 2045, from a 2022 base year These targets are to be validated by the Science-Based Targets Initiative in the first quarter of 2024. To achieve our targets, we will develop a transition plan in 2024, which will contain dedicated emission reduction measures. We provide our stakeholders with transparent information about our environ- mental performance in our annual GRI Index. Last year we also published a progress report on the basis of the TCFD recommendations. This report sum- marises the information about how we deal with climate risks and opportuni- ties and our science-based targets. Further information can be found on our homepage. PDF (A4) Deutsche Börse Group – Annual report 2023 57 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Stakeholder engagement Human rights Our management approach for a Group-wide commitment to sustainability in- cludes respect for human rights both in the supply chain and within the com- pany. We have therefore published a Deutsche Börse Group Statement on Hu- man Rights. It relates to Deutsche Börse AG and its subsidiaries and covers our relationships with employees, suppliers and customers. For this purpose, Deutsche Börse AG and centrally-serviced Group companies require their sup- pliers to comply with ethical standards of conduct in their dealings with em- ployees, suppliers, customer and other third parties. This takes place in ac- cordance with our Code of conduct for suppliers, the Code of business conduct and the policy statement on the human rights strategy of Deutsche Börse AG in accordance with section 6 (2) Supply Chain Due Diligence Act (LkSG). We continuously review the regulatory requirements and the demands made of us by rating agencies and (voluntary) market standards and initiatives. At the same time, we permanently and systematically seek dialogue with our internal and external stakeholders and thus determine the focus topics of our work. To do so we use investor days, employee and customer surveys, discussions with rating agencies and society at large, involvement in various initiatives and our regular materiality analysis, in which we ask our stakeholders about our com- pany and our impact on society and the economy. Regarding the initiatives that we support, we refer to our homepage. ESG ratings We use this external validation of our own ESG efforts through ESG ratings to continuously improve and sharpen our ESG profile. Insights from the ESG rat- ing processes were also factored into our materiality analysis. The following rating agencies measure the sustainability performance of Deutsche Börse AG every year and play a particularly important role for us: ESG Ratings Rating agency S&P Sustainalytics MSCI Rating 2023 2022 70 83 AAA 79 82 AAA PDF (A4) Deutsche Börse Group – Annual report 2023 58 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes EU Taxonomy The EU Taxonomy is a key EU measure to implement the European Green Deal and the Sustainable Finance action plan which are intended to achieve climate-neutrality by 2050. The EU Taxonomy is a classification system that categorises economic activities as environmentally sustainable in terms of the following six environmental objectives:  Climate change mitigation  Climate change adaptation  Sustainable use and protection of water and marine resources  Transition to a circular economy  Pollution prevention and control  Protection and restoration of biodiversity and ecosystems Article 8 of the EU Taxonomy defines the disclosure requirements for the pro- portion of turnover, capital and operating expenditure derived from and related to environmentally sustainable economic activities as well as energy produc- tion from nuclear energy and fossil gas. For financial year 2023 we have not identified any Taxonomy-eligible turnover within the scope of application of the delegated acts. Capital and operating expenditure The proportion of Taxonomy-eligible capital expenditure (CapEx) is determined by dividing the Taxonomy-eligible capital expenditure by total additions to in- tangible and tangible assets. For further details, see note 10, table “Intangible assets” and note 11, table “Property, plant and equipment (incl. right-of-use assets)”, lines “Additions”. Likewise, to determine the proportion of Taxonomy-eligible operating expendi- ture (OpEx), the Taxonomy-eligible operating expenditure is divided by the Group’s total operating expenditure. For further details, see note 6, table “Composition of other operating expenses”. For financial year 2023 we have not identified any Taxonomy-eligible capital or operating expenditure within the scope of application of the delegated acts. Principles for determining the proportion of Taxonomy-eligible environmentally sustainable economic activities Energy production from nuclear energy and fossil gas Turnover The Taxonomy-eligible turnover is divided by the Group’s total turnover to de- termine the proportion of Taxonomy-eligible turnover. The denominator is based on sales in accordance with IAS 1.82(a) as presented in the consoli- dated statement of comprehensive income. For further details, please refer to note 4, table “Composition of our net revenues” (Part 1-2)”), column “Net rev- enues 2023”). For financial year 2023 we have not identified any economic activities at Deutsche Börse Group involving energy production from nuclear energy and fossil gas. PDF (A4) Deutsche Börse Group – Annual report 2023 59 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes The following tables provide an overview of the proportion of Taxonomy-eligible environmentally sustainable economic activities for the 2023 financial year: Turnover Economic Activities Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”) 3 2 0 2 r a e y , r e v o n r u T f o n o i t r o p o r P n o i t a g i t i M e g n a h C e t a m n o i t a t p a d A e g n a h C e t a m i l C i l C r e v o n r u T e d o C n o i t a g i t i M e g n a h C e t a m n o i t a t p a d A e g n a h C e t a m i l C i l C y m o n o c E l r a u c r i C y t i s r e v i d o B i n o i t u l l o P r e t a W y m o n o c E l r a u c r i C y t i s r e v i d o B i n o i t u l l o P r e t a W s d r a u g e f a S m u m n M i i Proportion of Taxonomy aligned (A.1.) or -eligible (A.2.) turnover, year 2022 Category enabling activity Category transitional activity in €m % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) Turnover of environmentally sustainable activities (Taxonomy- aligned) (A.1) Of which enabling Of which transitional A.2 Taxonomy-eligible but not environmentally sustainable activi- ties (not Taxonomy-aligned activities) Turnover of Taxonomy-eligible but not environmentally sustainable activities (not Taxonomy-aligned activities) (A.2) A. Turnover of Taxonomy-eligible activities (A.1+A.2) B. TAXONOMY-NON-ELIGIBLE ACTIVITIES Turnover of Taxonomy-non-eligible activities TOTAL 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 5,133.2 100% 5,133.2 100% 0% 0% 0% 0% 0% PDF (A4) Deutsche Börse Group – Annual report 2023 60 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Capital expenditures (CapEx) Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”) 3 2 0 2 r a e y , x E p a C f o n o i t r o p o r P n o i t a g i t i M e g n a h C e t a m n o i t a t p a d A e g n a h C e t a m i l C i l C n o i t a g i t i M e g n a h C e t a m n o i t a t p a d A e g n a h C e t a m i l C i l C y m o n o c E l r a u c r i C y t i s r e v i d o B i n o i t u l l o P r e t a W y m o n o c E l r a u c r i C y t i s r e v i d o B i n o i t u l l o P r e t a W Economic Activities e d o C x E p a C s d r a u g e f a S m u m n M i i Proportion of Taxonomy aligned (A.1.) or -eligible (A.2.) CapEx, year 2022 Category enabling activity Category transitional activity in €m % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) CapEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) Of which enabling Of which transitional A.2 Taxonomy-eligible but not environmentally sustainable activi- ties (not Taxonomy-aligned activities) CapEx of Taxonomy-eligible but not environmentally sustainable ac- tivities (not Taxonomy-aligned activities) (A.2) A. CapEx of Taxonomy-eligible activities (A.1+A.2) B. TAXONOMY-NON-ELIGIBLE ACTIVITIES CapEx of Taxonomy-non-eligible activities TOTAL 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 301.2 100% 301.2 100% 0% 0% 0% 0% 0% PDF (A4) Deutsche Börse Group – Annual report 2023 61 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Operating expenditures (OpEx) Substantial contribution criteria DNSH criteria (“Does Not Significantly Harm”) 3 2 0 2 r a e y , x E p O f o n o i t r o p o r P n o i t a g i t i M e g n a h C e t a m n o i t a t p a d A e g n a h C e t a m i l C i l C n o i t a g i t i M e g n a h C e t a m n o i t a t p a d A e g n a h C e t a m i l C i l C y m o n o c E l r a u c r i C y t i s r e v i d o B i n o i t u l l o P r e t a W y m o n o c E l r a u c r i C y t i s r e v i d o B i n o i t u l l o P r e t a W Economic Activities e d o C x E p O s d r a u g e f a S m u m n M i i Proportion of Taxonomy aligned (A.1.) or -eligible (A.2.) OpEx, year 2022 Category enabling activity Category transitional activity in €m % Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y; N; N/EL Y/N Y/N Y/N Y/N Y/N Y/N Y/N % E T A. TAXONOMY-ELIGIBLE ACTIVITIES A.1. Environmentally sustainable activities (Taxonomy-aligned) OpEx of environmentally sustainable activities (Taxonomy-aligned) (A.1) Of which enabling Of which transitional A.2 Taxonomy-eligible but not environmentally sustainable activi- ties (not Taxonomy-aligned activities) OpEx of Taxonomy-eligible but not environmentally sustainable activ- ities (not Taxonomy-aligned activities) (A.2) A. OpEx of Taxonomy-eligible activities (A.1+A.2) B. TAXONOMY-NON-ELIGIBLE ACTIVITIES OpEx of Taxonomy-non-eligible activities TOTAL 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL EL; N/EL 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 0% 695.8 100% 695.8 100% 0% 0% 0% 0% 0% PDF (A4) Deutsche Börse Group – Annual report 2023 62 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Non-financial declaration ments and notes Nuclear and fossil gas related activities Row Nuclear energy-related activities 1. 2. 3. 4. 5. 6. The undertaking carries out, funds or has exposures to research, development, demonstration and deployment of innovative electricity generation facilities that produce energy from nuclear pro- cesses with minimal waste from the fuel cycle. The undertaking carries out, funds or has exposures to construction and safe operation of new nuclear installations to produce electricity or process heat, including for the purposes of district heat- ing or industrial processes such as hydrogen production, as well as their safety upgrades, using best available technologies. The undertaking carries out, funds or has exposures to safe operation of existing nuclear installations that produce electricity or process heat, including for the purposes of district heating or indus- trial processes such as hydrogen production from nuclear energy, as well as their safety upgrades. Fossil-gas-related activities The undertaking carries out, funds or has exposures to construction or operation of electricity generation facilities that produce electricity using fossil gaseous fuels. The undertaking carries out, funds or has exposures to construction, refurbishment, and operation of combined heat/cool and power generation facilities using fossil gaseous fuels. The undertaking carries out, funds or has exposures to construction, refurbishment and operation of heat generation facilities that produce heat/cool using fossil gaseous fuels. No No No No No No Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration ESG governance ESG targets Employees Customers and markets Social environment EU Taxonomy Risk report 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 63 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes Risk report We provide the infrastructure for dependable and secure capital markets and contribute constructively to its regulation. A responsible approach to risk management forms an integral part of our business model and our corporate strategy. The required economic capital is made up of operational risks, financial risks (including credit and market risks), business risks and pension risks. The fol- lowing chart shows the specific breakdown of risks as at 31 December 2023: Risk profile Deutsche Börse Group Overview of the risk profile and material changes compared with the previous year DBAG is the Group parent company and thus the parent of all the companies that form part of Deutsche Börse Group. In key aspects its risk profile therefore represents risks at the level of its subsidiaries, which include providers of strictly regulated financial market infrastructure. Risk at Deutsche Börse Group is expressed in terms of required economic capital (REC), which is calculated on the basis of assumptions. Required economic capital as at 31 December 2023 amounted to €1,619 million (2022: €1,754 million). It is covered by a risk-bearing capacity, derived from shareholders’ equity, of €8,898 million (2022: €7,742 million). The risks of Deutsche Börse Group are therefore cov- ered by its risk-bearing capacity. Looking at the Group companies it can be said that DBG has a conservative risk profile and that it monitors and limits risks closely. There have been no material changes in the DBG risk profile compared to the previous year. The reduction of the required economic capital is partly due to a revision of scenarios at Clearstream Securities Services (€-81 million) and for non-banks. Including Crypto Finance in full caused credit risk to increase by €27 million and market price risk by €10 million. Methodological changes re- sulted in an increase of €57 million in the pension risk. PDF (A4) Deutsche Börse Group – Annual report 2023 64 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information In addition to the economic capital, which is measured by means of internal risk models, the normative perspective (regulatory capital requirements) is de- termined for the regulated companies. Regulatory classification Within Deutsche Börse Group it is mainly the subsidiaries of Deutsche Börse AG (DBAG) that are subject to strict regulatory requirements. DBAG itself is not a bank and has not been classified as a financial holding company by the Bundesanstalt für Finanzdienstleistungsaufsicht, so it is not itself subject to su- pervision as a bank. DBAG aligns its risk management with the standards for companies, and parts of the standards for banks are applied if they are appro- priate. In view of their economic importance we particularly discuss the banks in our Group, namely Clearstream Banking S.A., Clearstream Banking AG, Clearstream Fund Centre S.A. and Eurex Clearing AG. Further details are also provided for European Commodity Clearing AG as a central counterparty (CCP) according to the European Market Infrastructure Regulation (EMIR). Material developments compared with the previous year Clearstream Fund Centre S.A., a separate legal entity, was established at the beginning of 2023 for the fund business of Clearstream Banking S.A. and Clearstream Banking AG. This is a subsidiary of DBAG. Business activities in the fund business are reported in the Fund Services segment. Clearstream Fund Centre S.A. is a bank and must meet CRR requirements in this respect. It is also regulated under MiFID, and one of its main purposes is to support customers to meet their regulatory fund requirements in accordance with MiFID. DBAG acquired 100 per cent of the shares in SimCorp A/S in late October after a public takeover offer. The risks related to the acquisition of SimCorp have been examined and as at 31 December 2023 it was found that it does not materially change the overall risk profile of Deutsche Börse Group. The current integration of Axioma with SimCorp entails an increased operational risk in connection with the successful completion of the integration project. Clearstream Banking AG and Clearstream Banking S.A. have to meet com- bined capital requirements (Complementary Approach Ratio) as from April 2023. These result from the capital requirements of the Central Securities De- positories Regulation (CSDR) and the Capital Requirements Regulation (CRR, for details see “Regulatory capital requirements and regulatory capital ratios”). Clearstream Banking S.A. remained affected in 2023 by Russia’s large-scale invasion of Ukraine, which required a considerable amount of management at- tention. Developments continue to be monitored closely in order to analyse the various impacts of the Russia-Ukraine war. The main focus was on adapting processes and controls to the countermeasures that Russia has taken in re- sponse to western sanctions. Clearstream Banking S.A. started to reduce its customer relations to Russian state actors massively following the first invasion of Ukraine in 2014. PDF (A4) Deutsche Börse Group – Annual report 2023 65 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes In terms of the Middle East conflict that broke out in October 2023, an analy- sis carried out across the Group did not determine any material impact on the overall risk profile. Notes on material changes in substantial litigations as well as tax risks are de- scribed in more detail in note 25 “Financial liabilities and other risks” in the consolidated financial statements and are an integral part of this combined management report. Relevant regulations Our banks follow international standards and comply with the minimum capi- tal requirements set by the CRR. In addition, they rely on the banking pro- cesses to ensure the adequacy of capital and liquidity (Internal Capital Ade- quacy Assessment Process, ICAAP, and Internal Liquidity Adequacy Assess- ment Process, ILAAP), which comprise internal stress tests and constitute a core component of the risk management approach. Our banks Clearstream Banking AG, Clearstream Banking S.A., Clearstream Fund Centre S.A. and Eurex Clearing AG calculate their regulatory capital re- quirements in line with the applicable CRR, which conforms to the first pillar of the Basel Standard for Bank Supervision. Eurex Clearing AG and European Commodity Clearing AG meet the CRR requirements and also the capital re- quirements of European Market Infrastructure Regulation (EMIR). Clearstream companies must also comply with the Minimum Requirements for Own Funds and Eligible Liabilities (MREL). The central securities depositories Clearstream Banking AG and Clearstream Banking S.A. are also subject to the Central Se- curities Depository Regulation (CSDR). For details see the section “Regulatory capital requirements and regulatory capital ratios”. Eurex Clearing AG and European Commodity Clearing AG are authorised as central coun-terparties (CCPs) and are subject to the requirements of EMIR and the Recovery and Resolution of Central Counterparties (CCP RR) regime. By contrast, recovery and resolution plans for the Clearstream companies and Clearstream Fund Centre S.A. are ensured by their compliance with the EU Banking Recovery and Resolution Directive (BRRD). In addition to the European requirements, there are national requirements of the Minimum Requirements for Risk Management (MaRisk) issued by the Fed- eral Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistung- saufsicht, BaFin), requirements of the German Banking Act as well as the cir- cular 12/552 issued by the Financial Supervisory Authority of Luxembourg (Commission de Surveillance du Secteur Financier, CSSF) to be mentioned. Other subsidiaries have different licences to provide services in the financial industry, which means they too are governed by extensive statutory require- ments, including for risk management. Clearstream Banking AG maintains a central register within the meaning of the Electronic Securities Act (eWPG), for example. Eurex Repo GmbH and 360 Treasury Systems AG are also subject to specific provisions applicable to investment firms. Nodal Clear, LLC is a Deriv- atives Clearing Organisation (DCO) subject to regulation by the US Commodity Futures Trading Commission (CFTC). Crypto Finance AG is authorised to oper- ate a securities business under Article 41 of the Swiss Financial Institution Act (FINIG), whereas Crypto Finance (Asset Management) AG is authorised as an asset manager for collective investment schemes under the Swiss Collective In- vestment Scheme Act (KAG). Both are subject to supervision by the Swiss Financial Market Supervisory Authority (FINMA). Our recently acquired subsid- iary SimCorp is basically a non-regulated company. It was subject to the Dan- ish Financial Supervisory Authority (DFSA) only because it was listed on the stock exchange. It was delisted from Nasdaq Copenhagen on 30 October 2023 following the takeover by Deutsche Börse AG. With the delisting SimCorp is no longer subject to the Danish Financial Supervisory Authority PDF (A4) Deutsche Börse Group – Annual report 2023 66 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes (DFSA) and Nasdaq Copenhagen. For further details, see the section “Regula- tory capital requirements and regulatory capital ratios”. Goals and principles of risk management The Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) and Bundesbank supervise our banks, Clearstream Banking AG, Eurex Clearing AG and Clear- stream Holding AG. The CSSF and Banque Centrale du Luxembourg (BCL) su- pervise Clearstream Banking S.A. and Clearstream Fund Centre S.A. The pub- lic exchanges are the Frankfurter Wertpapierbörse (FWB) and Eurex Deutsch- land (futures exchange) (ED). Deutsche Börse AG is responsible for the opera- tion of the Frankfurter Wertpapierbörse (Frankfurt Stock Exchange). Eurex Deutschland is operated by Eurex Frankfurt AG. The exchanges are supervised by the Hesse Exchange Supervisory Authority. The Hesse Exchange Supervi- sory Authority is responsible for operating and legal supervision. It is part of the Hesse Ministry for the Economy, Energy, Transport and Housing. Deutsche Börse Group strives for a leading role in all our business areas. We pro- vide the infrastructure for dependable and secure capital markets and are in- volved constructively in its regulation. We align our risk management approach with our business model and our corporate strategy. Our risk management approach is based on the following principles: risk limita- tion, implementation of the business strategy in line with the risk appetite, and a reasonable relationship between risk and return. In the course of growth by the business segments (e.g. organic growth, M&A activities, extension of the leading position in digital platforms for existing and new asset classes), risk management supports implementation of the strategy in line with the risk appetite by identifying risks, communicating clearly, limit- ing risks and monitoring. The aim is make well-founded strategic decisions within the boundaries of the defined risk appetite. Embedded cross-cutting risks such as ESG risks are also considered. We aim to achieve an appropriate balance between risk and return. Internal risk management is based on the Group-wide detection and management of risk, see the chart “Interlocking business strategy and risk management strat- egy”. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 67 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes Risk management approach Risk analysis We primarily adopt an economic perspective to quantify and aggregate risks. For the banks that are the focus of the following comments – particularly in- cluding Clearstream Holding AG, Clearstream Banking S.A. Clearstream Bank- ing AG, Clearstream Fund Centre S.A. and Eurex Clearing AG – and the securi- ties firms - in the Group, this is supplemented by the normative perspective, which is discussed in more detail in the section “Regulatory capital require- ments and regulatory capital ratios (normative perspective)”. The value at risk (VaR) model is the main tool for quantifying risks. The purpose of the VaR model is to determine the amount of economic capital – given a confidence in- terval of 99.9 per cent 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. Complementary risk metrics have been es- tablished as an additional approach to risk monitoring, which serve as an early warning system for in-house risks. These risk metrics are based on operational risks (including IT and security risks, potential losses), credit, liquidity and business risks, as well as the indicators defined for recovery plans. Stress tests are carried out in order to simulate separately and in aggregate ex- treme but plausible events for all material types of risk. They simulate the oc- currence 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. Reverse stress tests are also carried out. They calculate which loss scenarios or liquidity squeezes would have to materialise for the risk-bearing capacity to be exceeded from a capital or li- quidity perspective. Additional adverse scenarios are simulated for the relevant supervisory perspective (normative perspective) by the banks and securities firms. The recovery plans for the banks include additional recovery stress tests. PDF (A4) Deutsche Börse Group – Annual report 2023 68 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes Executive and Supervisory Board Risk mitigation Economic and normative perspective Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information The steps to mitigate material risks are described in detail in the sections “Op- erational risks”, “Credit risk” and “Structure of the internal control system”. Risk monitoring The economic perspective assesses risk positions arising from business opera- tions. The normative perspective includes inputs from regulatory models. The economic perspective is used to derive the minimum required economic capi- tal (REC), so that our risk-bearing capacity based on the statistical model ap- plied is not exhausted more than once in 1,000 years. We use quantitative and qualitative approaches and methods for risk monitor- ing, with the objective of providing as complete a picture as possible of our risk situation. To this end, the Group continuously reviews internal events with regard to their risk properties, whilst 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. From a normative perspective, regulatory capital requirements are the relevant management metrics. This means that risk management aims to meet the reg- ulatory capital requirements for the banks and regulated securities companies in the Group. The economic and normative perspectives are used for risk man- agement. The aim is therefore not only to meet the regulatory capital require- ments, but also to ensure financial stability by means of the additional eco- nomic approach. Risk metrics are used to quantify the most important internal risks against set limits. These supplement the risk quantification from the economic perspective and serve to monitor management indicators other than the capital require- ment, and non-quantifiable risks. Any under- or overshoot of the defined 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 nec- essary analysis and risk mitigation processes. Our risk management approach also includes a sustainable, long-term compo- nent. In addition to the current existing risks, additional risks are also consid- ered over a horizon of twelve months. For this purpose, we have developed so- called risk maps tailored specifically for expected or upcoming regulatory re- quirements and IT and information security risks. In addition, other opera- tional, business and financial risks are also assessed beyond a twelve-month period. The risk maps categorise risks according to their probability of occur- rence, and their potential financial impact, and show how the results relate to environmental, social and governance (ESG) aspects. PDF (A4) Deutsche Börse Group – Annual report 2023 69 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes Risk-bearing capacity from an economic perspective Composition of required economic capital At Group level we determine our risk-bearing capacity on the basis of reported equity in accordance with International Financial Reporting Standards (IFRSs). By contrast, Clearstream Holding AG, Clearstream Banking S.A., Clearstream Banking AG, Clearstream Fund Centre S.A., Eurex Clearing AG and European Commodity Clearing AG determine their economic risk-bearing capacity on the basis of their regulatory capital (for details, see the section “Regulatory capital requirements and regulatory capital ratios”). The risk management function measures the amount of economic capital regu- larly and compares this with the risk-bearing capacity to produce a manage- ment indicator. The regulated entities also use the normative perspective. The economic capital for the banks includes Clearstream Banking S.A., Clear- stream Banking AG, Clearstream Fund Centre S.A. and Eurex Clearing AG. The following entities in particular are not banks: Deutsche Börse AG, Eurex Frank- furt AG (including Eurex Repo GmbH), European Energy Exchange AG (includ- ing ECC and Nodal), 360T Group, the entities in the Investment Management segment (Qontigo, Institutional Shareholder Services (ISS), Axioma) and Crypto Finance AG. The intention is to include SimCorp completely in 2024. Deutsche Börse Group Credit institutions Non-credit institutions €m 31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022 Operational risks Credit risk1 Market risk Pension risk Business risk Economic capital Risk-bearing capacity 933 457 143 86 0 1,619 8,898 1,181 430 114 29 0 1,754 7,742 529 326 99 17 0 551 369 109 29 0 404 100 44 69 0 630 50 5 0 0 971 2,463 1,058 2,502 617 6,426 685 5,224 1) Consolidation effect at Group level due to intercompany exposures versus DBAG. The ratio of required risk capital to risk-bearing capacity remained below the defined maximum throughout the reporting period. Operational risks Most of the risks in the Deutsche Börse Group are operational in nature. Oper- ational risks comprise the unavailability of systems, service deficiency, damage to physical assets as well as legal offences and business practices (see the chart below: “Operational risk at Deutsche Börse Group”). Operational risks are measured using scenarios. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 70 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes In the context of implementing ESG rules into non-financial risk management, the relevant scenarios required to show the operational risk of subsidiaries are marked ESG. Existing risks have been classified. ESG risks have been analysed and quantified in this context as far as possible. In the course of this analysis the effects of ES-G risks were classified as immaterial and no new risks were identified. We measure the availability of the systems as an important risk indicator. As an international exchange operator and innovative provider of market infra- structure, state-of-the-art IT is of the utmost importance for the Group to en- sure that it can deliver its services smoothly and continuously. Special IT risk indicators for system availability have been defined in accordance with a de- fined risk appetite, to monitor the uptime and performance of the main IT sys- tems in all units and business segments and to ensure that they remain within the defined parameters. Yellow and red limits are defined for this purpose, to enable the timely and transparent escalation and reporting of breaches to sen- ior management. 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. Risks can also arise if a service provided to a customer is inadequate and leads to complaints or legal disputes. For example, errors in the settlement of securities transactions due to product or process deficiencies or faulty manual input. The related processes are tested at least annually. Other sources of er- rors may lie with suppliers or defective products. We register complaints and formal objections as a key indicator of deficient processing risk. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 71 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes Natural disasters, accidents, terrorism or sabotage are other operational risks that could, for example, cause damage or destruction of a data centre. Busi- ness continuity processes are intended to avert significant financial losses. Losses can also result from ongoing legal proceedings. These can occur if Deutsche Börse Group breaches laws or other stipulations, enters into inade- quate contractual agreements or fails to monitor and observe the case law to a sufficient degree. Legal risks also include losses due to fraud and labour law issues. Furthermore, losses resulting from insufficient anti-money-laundering controls, violations of competition law or of banking secrecy are included. Such risks can also arise if government sanctions are not observed, e.g. in case of con- flicting requirements of different states, or in the event of breaches of other na- tional or international regulations. We take specific organisational measures to mitigate operational risks. Among them are emergency plans, measures to ensure information security and the physical safety of employees and buildings, insurance coverage, as well as compliance regulations and procedures. Comments on compliance require- ments can be found in the section “Compliance”. Contingency plans It is vital for our Group to be able to provide our products and services with the greatest possible reliability, in order to retain the trust of customers and mar- kets, and to meet our contractual obligations. We have to maintain our busi- ness operations and take precautions against failures. 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 mar- kets in general. A system of contingency plans has therefore been established throughout the Group (Business Continuity Management System, BCMS). This covers all processes designed to ensure continuity of operations in the event of an emergency and reduces unavailability risk. Measures include precautions relating to all material resources (staff, systems, workspace, suppliers), includ- ing the redundant design of essential IT systems and the technical infrastruc- ture, as well as emergency measures designed to mitigate the unavailability of staff or workspaces in core functions. Our Group has introduced and tested a management process for emergencies that enables us to respond quickly and in a coordinated manner. This is in- tended to minimise the effects on business processes and on the market and to enable a quick return to regular operations. All business units have ap- pointed emergency managers to act as central contacts and take responsibility during emergencies. The emergency managers inform the Executive Board or raise the alarm with them in the case of severe incidents. If the incident esca- lates, the Executive Board member responsible acts as the crisis manager or delegates this role. Our emergency plans are tested regularly by rehearsing crit- ical situations as realistically as possible. Such tests are generally carried out unannounced. Information security As digitalisation advances, the financial sector as a whole continues its tech- nological development, which increases the risks of cyber-attacks. Attacks on company IT systems and on financial infrastructure are increasing worldwide and the Federal Office for IT Security (BSI) estimates the threat is greater than ever. Attacks with malware or distributed denial of service (DDoS) attacks rep- resent major dangers, for instance. PDF (A4) Deutsche Börse Group – Annual report 2023 72 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes Information security has a very high priority for Deutsche Börse Group. As al- ready described in the section on information security in the chapter “Custom- ers and markets”, an extensive framework of policies and processes is used, in line with the international security standard ISO/IEC 27001, and is supple- mented by specific inspections and technical abilities. Security solutions are continuously refined and monitored by an independent control function with a link to operational risk management. Insurance contracts Operational risks that we do not wish to bear ourselves are transferred to in- surance companies, if this is possible at a reasonable price. All insurance con- tracts are reviewed individually and regularly to identify potential for optimisa- tion. Financial risk We divide financial risk into credit, market price and liquidity risks. Physical security Physical security is a high priority for us due to continuously changing global security risks and threats. Deutsche Börse AG has developed an integral risk management process 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 on business trips, and are in close contact with national and international authorities (Federal Criminal Police Office – BKA, Federal Office for the Protec- tion of the Constitution – BfV, etc.), security service providers, and security de- partments of other companies. Multi-level security processes and controls en- sure physical security at our locations. Physical access to buildings and values is monitored permanently; it is based on the access principle of “least privi- lege” (need-to-have basis). Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 73 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes Executive and Supervisory Board Credit risk Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information Credit risk and counterparty default risk describe the danger that one of our counterparties might not settle its liabilities, or not settle them in full. The Group’s credit risks result from the specific business models of our subsidiaries and DBAG’s treasury investments. Various risk metrics are used to measure and manage the credit risk of our subsidiaries. To derive the credit risk, the required economic risk capital is measured using Monte Carlo simulations and regulatory capital requirements as well as stress tests are used. Among other things the indicators include the extent to which individual clients make use of their credit facility and the con- centration of credit. The measurement criteria also include the credit rating of the counterparties and the collateral provided. Reverse stress tests for banks show how many clients would have to default for the losses to exceed the risk- bearing capacity. Both Clearstream Banking S.A. and Clearstream Banking AG extend credit to their customers to make securities settlement more efficient. This lending busi- ness may give rise to short-term receivables from counterparties of several bil- lion euros, but differs fundamentally from the traditional bank lending business and the associated risk profile. Credit risk can also arise from cash invest- ments, which are the responsibility of the Treasury function. Treasury invests both the company’s own funds and those that our customers deposit with Clearstream Banking S.A. and Clearstream Banking AG; the funds are mostly invested on a secured basis. Finally, there may be short-term unsecured credit balances at correspondence banks in the course of securities settlement. To manage and monitor the coun- terparty risk in the Group, the credit score of potential customers and counter- parties to an investment is assessed before our subsidiaries enter into business relations. 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 invest- ments across multiple counterparties, all with a high credit quality, and by in- vesting funds primarily in the short term and in secured form if possible. In- vestment limits are established for each counterparty on the basis of at least annual credit checks and using ad hoc analyses, as necessary. In accordance with their terms and conditions, Eurex Clearing AG and Euro- pean Commodity Clearing AG only enter into transactions with their 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. It acts as a central counterparty between the busi- ness parties. It reduces the resulting credit risk by offsetting receivables and by requiring clearing members to post collateral. These processes are part of an EMIR-compliant security system, which the central counterparties in the Group have implemented. This backup system consists of different levels that prevent one or even several customer defaults from affecting the functioning of the central counterparties. As a first step, each clearing member must demonstrate a minimum amount of liable capital or, in the case of funds, assets under management. The second stage requires the daily provision of collateral in the form of money or credit- worthy and liquid securities (margins), which, at the request of the central counterparties, must be supplemented or even replaced by customers during the day if securities no longer meet the high quality requirements. It should be noted that the underlying risk measurement already factors in changes in prices and positions over the course of the day. In the third stage, all clearing participants are obliged to pay additional collateral into a default fund on a pro rata basis according to their individual risk profile. PDF (A4) Deutsche Börse Group – Annual report 2023 74 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes In addition to its own funds, Eurex Clearing AG has the option of drawing on a letter of comfort issued by Deutsche Börse AG. A maximum of €600 million is available, from which own equity payments can already be used on a pro rata basis in the security scheme described above. Third parties have no rights un- der this comfort letter. The contribution from Eurex Clearing AG to the overall payment waterfall in the event of a liquidation is €200 million. Before the col- lateral in the default fund is used, European Commodity Clearing AG provides prefinanced allocated own funds of €35 million. If all these funds are not suffi- cient, European Community Clearing AG can call up additional contributions to the default fund from non-defaulting clearing participants up to three times within 90 days. Before doing so, European Commodity Clearing AG must pro- vide additional prefinanced allocated own funds of €15 million. In addition, Eurex Clearing AG and European Commodity Clearing AG can use the facilities of the Deutsche Bundesbank and so hold most of the customer funds without any default risk. Investment losses on currencies for which Eu- rex Clearing AG or European Commodity Clearing AG have no access to the re- spective central banks, and therefore invest with commercial banks, will be borne, on a pro rata basis, by Eurex Clearing AG and European Commodity Clearing AG and by those clearing members active in the currency where losses were incurred. The maximum amount payable by Eurex Clearing AG and European Commodity Clearing AG is capped at €50 million for Eurex Clearing AG and €15 million for European Commodity Clearing AG. As with Clearstream Banking S.A. and Clearstream Banking AG, Treasury also invests its own funds and client deposits for Eurex Clearing AG; here too, most of the investments are secured. To date, no default by one of our customers with a secured credit line has resulted in a financial loss for us. Market risk Market risk include risks of an adverse development of interest rates, exchange rates or other market prices, which may occur when investing own or cus- tomer funds, on open risk positions in foreign currencies or on pension liabili- ties. We measure these risks using Monte Carlo simulations based on histori- cal price data, as well as corresponding stress tests. Clearstream Fund Centre S.A. measures market risks based on historical developments in interest rates, exchange rates and other market prices, and with additional stress tests. To minimise foreign currency risks, we avoid open currency positions whenever possible. Market risk exposure only results from relatively small open foreign currency positions. Derivative financial instruments are used across the Group solely for hedging purposes. This relates to interest rate or currency swaps, for instance, which are used as part of a conservative investment policy for Clearstream Banking S.A., Clearstream Banking AG and Eurex Clearing AG, or futures to reduce the market risk of existing positions at Crypto Finance AG. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 75 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information Furthermore, market risk could result from ring-fenced pension plan assets for our employees (Contractual Trust Arrangement (CTA), Clearstream's pension fund in Luxembourg). They are actively managed in line with a defined invest- ment policy and so have a limited exposure to market risk. We also reduced the risk of extreme losses by deciding to invest the bulk of the CTA on the ba- sis of a value preservation mechanism. We did not sustain any significant losses from market price risks in 2023. Liquidity risk Liquidity risk arises if a Group company is unable to meet its upcoming pay- ment obligations in time and in full or if it can only do so at a higher refinanc- ing cost. Liquidity risks arise primarily at our subsidiaries Eurex Clearing AG, Clearstream Banking S.A., Clearstream Banking AG and Clearstream Fund Centre S.A., since these are credit institutions. Furthermore, liquidity risks arise at European Commodity Clearing AG as it is classified as a credit institu- tion under the German Banking Act. Short-term operating liquidity is mainly covered internally, by retaining earn- ings. The aim is to hold sufficient liquidity to be able to meet all our obliga- tions 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 on a short-term basis to ensure that they are available. Short-term investments are also largely secured by liq- uid bonds from first-class issuers. In addition, we have access to short-term external sources of financing, such as agreed credit lines with individual com- mercial banks or consortia, and a commercial paper programme. In recent years, we have used our access to the capital markets to issue corpo- rate bonds in order to meet our structural financing needs. Deutsche Börse Group’s liquidity risk management objective is two-fold: we aim to cover short-term liquidity needs while safeguarding the long-term fi- nancing of our Group and thereby reducing liquidity risks. For the early identification of risk, Clearstream Banking S.A., Clearstream Banking AG, Clearstream Fund Centre S.A., Eurex Clearing AG and European Commodity Clearing AG calculate daily the liquidity requirement using various stress tests that would occur in the event of client defaults. The companies hold sufficient liquidity to cover the requirement as determined by these calcu- lations. Furthermore, potential risks that are identified in the course of stress tests are analysed, and corresponding risk-reduction measures initiated. Aggregated across all currencies, the companies always had sufficient liquidity to cover their actual liquidity needs in 2023. Liquidity risks are not quantified in the REC (see note 24 to the consolidated financial statements). PDF (A4) Deutsche Börse Group – Annual report 2023 76 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes Regulatory capital requirements and regulatory capital ratios (normative perspective) Operational risk, credit risk and market risk are used to determine the capital requirements from a normative perspective. Regulatory capital requirements are not determined for Deutsche Börse Group, but separately for each regu- lated entity. However, the risk profile from a normative perspective is compara- ble to the risk profile derived from economic capital. Clearstream Banking S.A. and Clearstream Banking AG, Clearstream Fund Centre S.A., Eurex Clearing AG and European Commodity Clearing AG used the standard approach for an- alysing and evaluating credit and market risk. The institutions have adopted different approaches regarding operational risk: Clearstream uses the consider- ably more complex Advanced Measurement Approach (AMA) in all business units, which has been approved and is regularly audited by BaFin. In contrast, Eurex Clearing AG, European Commodity Clearing AG and Clearstream Fund Centre S.A. employ the basic indicator approach in order to calculate regula- tory capital requirements. Executive and Supervisory Board Pension risk Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information Pensions for past and present employees are managed in a variety of pension funds. Pension risk is the risk of rising costs from the current measurement of pension provisions due to higher life expectancies, salary increases and higher inflation rates. It is calculated with the support of actuaries during the first quarter of the financial year. The methods used to measure pension risk were modified in 2023 which led to an increase of €57 million in the pension risk. Business risk Business risk is the unexpected residual loss which arises when the Earnings at Risk exceed the anticipated net income after tax, which can be due to the competitive environment (e.g. customer behaviour, investment failure, industry trend), macro-economic and geopolitical developments or erroneous strategic management decisions. Factors influencing this residual loss could be lower revenues or higher costs than planned. Business risk is reported when the cal- culated value at risk is higher than the budgeted net income for the next four quarters. This approach is based on the use of historic actuals as well as an- ticipated data and the expenses and income actually reported. Since historic actuals are not yet available for Clearstream Fund Centre S.A., an approach based on business risk scenarios is used there. Business risks are continu- ously monitored by the business units. There was no disclosable business risk for the Group on the basis of the simulation model as at 31 December 2023. The Federal Financial Supervisory Authority (BaFin) regularly considers whether to classify Deutsche Börse AG as a financial holding company. It has currently come to the conclusion that Deutsche Börse AG is not a financial holding company. Classification as a financial holding company could have an impact on our capital requirements. PDF (A4) Deutsche Börse Group – Annual report 2023 77 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes Overview of regulatory capital ratios Regulatory capital ratios according to CRR Own funds requirements Own funds Total capital ratio % in €m 31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022 Clearstream Holding Group1 Clearstream Banking S.A. Clearstream Banking AG1 Clearstream Fund Centre S.A. 340.9 444.2 1,477.4 1,777.3 34.7 32.0 199.6 279.9 1,011.7 1,008.3 40.6 28.8 119.1 138.5 528.3 421.6 35.5 24.4 Eurex Clearing AG2 122.7 143.4 44.7 46.2 178.8 799.6 189.8 724.8 32.0 52.1 32.9 40.5 1) Because the separate and consolidated financial statements of Deutsche Börse AG were prepared earlier in 2023, there were slight changes in the figures compared with those in the annual report for 2022. 2) As at 31 December 2022, the profit and loss transfer agreement between Eurex Clearing AG and Eurex Frankfurt AG did not comply with the discretion under Art. 28 (3) (d) CRR. For this reason, the regulatory capital equivalent to the subscribed capital of €25.0 million was not taken into account for regulatory pur- poses as at 31 December 2022. Eurex Frankfurt AG also contributed capital of €50 million to Eurex Clear- ing AG as at 25 September 2023. In February and March 2023, Clearstream Banking AG carried out two capital increases for a total of €110.0 million. The reason for strengthening its capital base was primarily a change in the interpretation of the CRR and CSDR capital requirements by the supervisory authority, resulting in both requirements being applied cumulatively. The reduction in equity at Clearstream Holding AG is due to the new legal entity Clearstream Fund Centre S.A. Own funds decreased mainly due to the carve-out of Clear-stream Fund Centre Holding and its subgroup. Clearstream Holding AG, Clearstream Banking S.A., Clearstream Banking AG and Clearstream Fund Centre S.A. have Minimum Requirements for Own Funds and Eligible Liabilities, MREL, which were met at all times. The Mini- mum Requirements for Own Funds and Eligible Liabilities (MREL) result from the recovery and resolution planning for the Clearstream entities as well as Clearstream Fund Centre S.A. on compliance with the Banking Recovery and Resolution Directive (BRRD). Clearstream Banking S.A. and Clearstream Bank- ing AG as central depositories are subject to the capital requirements of CSDR, whereas Eurex Clearing AG and European Commodity Clearing AG as central counterparties are subject to the specific capital requirements of EMIR, which were met at all times in the reporting year. As of April 2023, Clearstream Banking AG and Clearstream Banking S.A. must meet the combined capital re- quirements (complementary approach ratio) defined in CRR and CSDR. They have satisfied the complementary approach ratio since it came into effect. Organisational structure and reporting lines for risk management Organisational structure and reporting lines 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 struc- ture and workflows, see chart, “Risk management - organisational structure and reporting lines”. In addition, regular training sessions are held that were developed to strengthen the risk culture of all employees. The Executive Board is responsible for overall risk management, whereas within the subsidiaries it is the responsibility of the management. The boards and committees listed be- low receive regular information on the risk situation. PDF (A4) Deutsche Börse Group – Annual report 2023 78 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes The Supervisory Board of Deutsche Börse AG assesses and monitors the effec- tiveness of the risk management system and its continuous development. The Supervisory Board has delegated the evaluation to its Audit Committee. Addi- tionally, the Risk Committee is notified annually of the risk appetite frame- work. Deutsche Börse AG’s Executive Board determines the Group-wide risk manage- ment approach as well as the risk appetite and allocates the latter to the com- pany’s individual business segments and business units, respectively. It en- sures 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. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 79 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes The Executive Board of Deutsche Börse AG also determines which parameters are used to assess risks and how risk capital is allocated. It ensures that the requirements for the risk management approach and risk appetite are met. The Chief Risk Officer leads the development of proposals for the risk manage- ment framework, risk appetite, approaches and methods for risk monitoring and control, capital allocation and the necessary processes. Risks are continu- ously analysed, evaluated and reported: once a month or as needed to the Ex- ecutive Board, four times a year 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 check whether the defined risk limits are complied with. Centrally coordinated risk management process Our risk management is implemented in a five-stage, centrally coordinated process. All potential losses should be identified in a timely manner, centrally recorded and, whenever possible quantitatively measured. Measures for man- aging them are to be recommended as necessary and their implementation en- sured (see chart “Five-stage risk management process”). A further component of our risk management approach is the three lines of defence (3LoD) model, which is established at Deutsche Börse AG and at the banks and securities companies in our Group. This model defines a clear segregation of functions and responsibilities between the operating business units (first line of de- fence), risk management (second line of defence) and internal audit (third line of defence). Our subsidiaries act in the same way, always ensuring that they meet the re- quirements of the Group. In particular, they adhere to the risk appetite frame- work allocated to them by Deutsche Börse Group. The banks and European Commodity Clearing AG have independent executive boards and supervisory boards. The relevant supervisory boards and their committees are involved in the process. The same applies to the executive boards and the corresponding risk management functions. Clearstream Holding AG, Clearstream Banking S.A., Clearstream Banking AG, Clearstream Fund Centre S.A., European Com- modity Clearing AG and Eurex Clearing AG implement the risk management approach with specific features derived for their own businesses. They equally use metrics and reporting formats adjusted to the overarching Group structure. As a rule, the management of the respective subsidiary is responsible for struc- turing the risk management approach and for compliance with the relevant le- gal requirements. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 80 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes The first stage identifies the risks and the possible causes of losses or opera- tional malfunctions. In the second stage, the business areas (first line of de- fence) regularly – or immediately, in urgent cases – report the risks that they have identified and quantified. The report goes to the risk management func- tion (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 nec- essary, informing the responsible Executive Board members and committees of significant risks, their assessment and possible emergency measures. In addi- tion to its regular reports, the CRO division compiles ad hoc reports for the Ex- ecutive and Supervisory Boards. The risk management functions at Clear- stream Holding AG, Clearstream Banking S.A., Clearstream Banking AG, Clear- stream Funds Centre S.A., Eurex Clearing AG and European Commodity Clear- ing 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 func- tions. Structure of the internal control system Deutsche Börse has a Group-wide internal control system (ICS) that defines a framework with minimum requirements for all entities in the Group. The framework provides the basis for the risk-based implementation of the ICS. It supports the effective and efficient implementation and operation of the ICS re- gardless of the degree of regulation, or the size of the entity, for example. The ICS helps to manage risks and particularly covers risks at the process level. This entails defining rules for the uniform recording and assessment of process risks, in aggregate and at the individual risk level. It should be empha- sised that both financial and non-financial effects are taken into account when assessing the materiality of risks. A control cycle carried out at least once a year defines minimum requirements for continuous improvements and ICS re- porting. This also includes an assessment of the appropriateness and effective- ness of the measures taken by the business units as the first line of defence. A particular emphasis in the ICS implementation is on steps to manage mate- rial risks in connection with financial and non-financial reporting. The central unit Financial Accounting and Controlling (FA&C), which reports directly to the CFO, and decentralised units working to standards defined by FA&C are responsible for preparing the financial statements in accordance with the statutory requirements. Group Tax is responsible for determining tax items. The relevant department heads are responsible for the related processes, in- cluding effective security and control measures. The aim is to ensure that risks relating to the accounting process are identified early on, so that remedial ac- tion can be taken in good time. FA&C provides the subsidiaries included in the consolidated financial state- ments with accounting guidelines that are intended to support consistent and correct accounting across the Group. Moreover, we continuously monitor and analyse changes in the accounting environment and adjust our processes ac- cordingly. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 81 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Risk profile Deutsche Börse Group Regulatory classification Goals and principles of risk management Risk management approach Economic and normative perspective Risk-bearing capacity from an economic perspective Organisational structure and reporting lines for risk management Centrally coordinated risk management process Overall assessment of the risk situation by the Executive Board 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Risk report ments and notes Another essential component of our ICS is the principle of functional segrega- tion: tasks and competences 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 in- dividual employees access rights to the accounting system and continuously monitors these permissions using a so-called incompatibility matrix. Subsidiaries of Deutsche Börse Group maintain and consolidate their general ledgers in the same system. Accounting data from other companies is up- loaded for inclusion in the consolidated financial statements. The processes, systems and controls described above aim to provide reasona- ble assurance that our accounting system complies with the applicable princi- ples 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 accounting-based internal control system (ICS) was strengthened and ex- panded in 2023. A Control Over Financial Reporting (COFR) policy was intro- duced and adopted by all the subsidiaries included in the consolidated finan- cial statements. The COFR policy is intended to manage the risks associated with financial reporting across the Group, deliver end-to-end transparency in the financial processes and ensure the reliability of financial reporting. FA&C has provided a standardised process catalogue for accounting processes, in- cluding standardised risk-control matrices and documentation requirements. Compliance is regularly monitored by FA&C. These measures are to be strengthened and expanded again in 2024. 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. Overall assessment of the risk situation by the Executive Board Summary The risk profile of Deutsche Börse Group did not change significantly in the 2023 financial year. All known impacts of the geopolitical and macroeconomic developments were actively managed within the Group and potential new risks were analysed on an ongoing basis. The aggregate total risk of Deutsche Börse Group comprising all risk types (operational, financial, pension and business risk) was always matched by sufficient covered funds. Group risk management and the internal control system (ICS) were further strengthened and expanded in 2023, as described above. No significant change in the risk situation of the Group has been identified by the Executive Board at the present time. Outlook Deutsche Börse Group continually assesses its risk situation. From stress tests, the economic capital requirements as calculated and based on the risk man- agement system, Deutsche Börse AG’s Executive Board concludes that the available risk coverage amount and liquidity are sufficient. There is currently no indication that the risk coverage amount has to be adjusted for 2024. Fur- thermore, it cannot identify any risk that would endanger the Group’s existence as a going concern. Group risk management and the internal control system (ICS) are to be strengthened and expanded further in 2024. SimCorp will also be fully included in the measurement of economic capital. In addition, the im- plementation of the Corporate Sustainability Reporting Directive (CSRD) across the Group for aspects relevant to risk management will be driven forward. PDF (A4) Deutsche Börse Group – Annual report 2023 82 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities Organisation of opportunities management Organic growth opportunities Cyclical opportunities Technological 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Report on opportuniti es ments and notes Report on opportunities With its broad product and services portfolio, Deutsche Börse Group has an excellent market position from which to profit from a wide range of opportunities. We pursue both organic growth and focused M&A activities. Organisation of opportunities management Organic growth opportunities We evaluate the organic and inorganic growth opportunities in the individual business areas continuously, i.e. over the course of the year. With our oppor- tunity management, we can identify, evaluate and seize opportunities for the Group as early as possible – and turn them into business successes. 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. In the course of preparing our Horizon 2026 strategy we validated our oppor- tunities again and adjusted them accordingly. We have a very broad portfolio of products and services with which we cover all areas of a market infrastructure provider’s value chain. In order to maintain and expand this position we are pursuing a growth strategy called Horizon 2026 (see section “Strategy and steering parameters”). We are focusing pri- marily on organic growth opportunities. These consist largely of secular oppor- tunities that we can influence ourselves. Secular opportunities arise for exam- ple as a result of regulatory changes, new client requirements such as the growing demand for exchange-traded solutions to previously over-the-counter (OTC) transactions or from the trend to allocate an increasing portion of assets to passive investment strategies (e.g. ETFs). There are also cyclical opportuni- ties that are beyond our direct control and result from changes in the macroe- conomic environment. Apart from that, we see long-term growth opportunities resulting from the technological transformation. With the help of distributed ledger technology, public cloud solutions for operating IT infrastructure and ar- tificial intelligence, we not only want to become efficient in our existing busi- ness, but also see opportunities for new products and services related to digital assets, for example. PDF (A4) Deutsche Börse Group – Annual report 2023 83 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities Organisation of opportunities management Organic growth opportunities Cyclical opportunities Technological 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Report on opportuniti es ments and notes These are the main growth opportunities in our four segments: Investment Management Solutions Software as a Service for institutional investors (combination of SimCorp and Axioma): We expect increasing demand from institutional investors for invest- ment management software solutions in the years ahead. With the merger of SimCorp and Axioma we have created an end-to-end offering along the entire process chain for institutional investors. This also enables us to realise revenue and cost synergies. It opens up significant, sustainable and long-term growth opportunities and enables us to diversify our business and further increase the proportion of our recurring revenue. One-stop shop for global indices and data (combination of ISS and STOXX): 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. By combining our index provider STOXX with the ESG and data business of ISS we have created the foundation for offering our customers an integrated range of indices and ESG data. This gives us an advantage over our global competitors and helps us to give new and existing customers the best possible service. In addition, Deutsche Börse’s index busi- ness will continue to take advantage of the structural trend towards passive in- vestment 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. We are also realising revenue and cost synergies by merging ISS and STOXX under joint management. Trading & Clearing New interest rate derivatives: Higher interest rates and wider fluctuations in expectations on future rates increase demand for interest rate products as in- vestments and speculative opportunities, and to hedge interest rate risks. To support this, we use our leading position in long-term interest rate derivatives in order to win short-term business in interest rate derivatives for our platforms too. Customers profit from efficiencies in margin requirements if they pool their short-term interest rate business as well as their long-term interest rate busi- ness on our platforms. We offer an additional incentive by expanding our part- nership programme, which enables market participants to share in our eco- nomic success. Clearing of OTC derivatives: We have used political and regulatory develop- ments, along with our expertise in building liquid markets, and expanded our market share in the clearing of OTC derivatives to around 20 per cent in recent years. In the years ahead we want to profit from overall market growth and in- crease our market share at the same time. To achieve these goals we use our improved risk model and efficiencies in cross-margining, i.e. offsetting margins for OTC trades with those for exchange-traded business. The current obligation being discussed by the EU supervisory authorities to use an active cross-mar- gining account within the EU could also contribute to gaining additional mar- ket share. Rising demand for repo products: The retreat by central banks from the money market and higher interest rates have caused demand for secured money market products to rise. We anticipate that we will profit from overall market growth and win new customers for our products at the same time. PDF (A4) Deutsche Börse Group – Annual report 2023 84 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities Organisation of opportunities management Organic growth opportunities Cyclical opportunities Technological 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Report on opportuniti es ments and notes New equities and equity index derivatives: In addition to a broad range of es- tablished international benchmark products, we have introduced a large num- ber 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, and we therefore expect to see further significant growth here in the years ahead. Rising demand for power derivatives: The increasing share of renewable ener- gies in the energy mix causes wider price fluctuations on European power mar- kets. At the same time, industries with high energy requirements are obliged to include future energy costs in their calculations well in advance when pricing their final products. Their hedging requirement and demand for power deriva- tives is correspondingly high. Liquidity in the European power markets oper- ated by us is now high, which has attracted new market participants, such as algorithmic and quant traders. They have no physical need, but use power as an asset class for trading. We want to use this momentum to increase liquidity on our platforms even further and open up new customer groups. Tokenisation: We are at the beginning of a new technology and digital assets will increase the range of investable and tradable instruments significantly. With the Digital Asset Business Platform we want to make tokenised assets fungible for institutional customers and profit from this trend over the long term. Fund Services Cross-border settlement and distribution of investment funds: Our clients can use Clearstream’s settlement, custody and distribution services for their entire fund portfolio – covering traditional investment funds, ex- change-traded funds (ETFs) as well as hedge funds. Given that supervisory au- thorities are also calling for more efficient settlement and custody solutions in order to guarantee maximum security for client assets under custody, we ex- pect to acquire additional client portfolios in the future by means of outsourc- ing agreements. We are also continuously expanding our range of products and services. So, for example, we have significantly expanded our range of fund services to include the management of distribution agreements, as well as data compilation through acquisitions. Securities Services Expand fixed-income securities services: With new offerings for our customers in the Securities Services segment we intend to use our presence and range in fixed-income securities services in a more normal interest rate environment. This includes expanding the repo and securities lending business. Both prod- ucts are currently seeing stronger demand due to central banks’ withdrawal from the money market and increased demand for high-quality collateral. Digital value chain in custody: Clearstream customers can already issue as- sets the same-day in a digital value chain via our D7 platform. We want to build on this success and enable our customers to manage and settle positions and accounts digitally in future – and to do so for all their asset classes. In ad- dition to economies of scale and cost savings, we anticipate further long-term growth from a larger number of transactions. Cyclical opportunities In addition to secular growth opportunities, we have cyclical opportunities, for instance as a result of macroeconomic developments or unexpected market events. We do not have any direct control over these cyclical opportunities, but they do have the potential to increase our net revenue significantly. They in- clude high trading volumes on our markets, on the one hand, which could be caused by a change in interest rate expectations or global events. On the other we benefit from rising interest rates, because they increase the net interest in- come we receive on cash balances. PDF (A4) Deutsche Börse Group – Annual report 2023 85 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Report on opportuniti es ments and notes Executive and Supervisory Board Technological opportunities Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities Organisation of opportunities management Organic growth opportunities Cyclical opportunities Technological 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 Consolidated financial statements/notes Remuneration report Further information In addition to secular and cyclical growth opportunities, there are new technol- ogies fundamentally driving change in the financial industry. They include cloud services, artificial intelligence (AI) and distributed ledger technology (DLT). These technologies can help to harmonise markets, open up new busi- ness potential, boost efficiency and reduce risks. We continuously and system- atically observe and evaluate new technological developments and trends in terms of their impact and importance for our business model and our pro- cesses. Together with external partners we deliberately build and extend our expertise in selected technological areas. Cloud We work continuously to migrate our services and processes to the cloud and to optimise them. In addition to the flexible use of computing capacities, this has other advantages for us. For instance, the introduction of new functionali- ties and updating of existing software might be tested faster and better by cli- ents in the cloud. This makes our processes significantly more agile, as new releases can be introduced at more frequent intervals, allowing us to respond better to clients’ requirements. We have been following a hybrid multi-cloud strategy with great success for years. Via agreements with leading international cloud providers we have al- ready positioned ourselves at the summit of cloud use in the European finan- cial services sector. In addition, on 9 February 2023, we announced a new strategic partnership with Google Cloud. It is intended to cover 10 years and allows us to profit from the technical performance and robust security mecha- nisms of a respected cloud provider. As part of our partnership with Google Cloud we are concentrating on four ar- eas: 1. Increase cloud use: we are planning to move up to 70 per cent of the pro- cesses within our Group to the cloud. The migration is planned for completion by late 2026 and will comprise both cloud-to-cloud migrations and on-prem- ise-to-cloud migrations. We are also working with other cloud providers in ad- dition to Google. 2. Data mesh: We are developing a data mesh that enables the shared use of data across different data storage devices and companies within the Group. Building on this, the aim is to create a market place where we can make data and analytics products and services available to external customers. 3. Digital Assets Business Platform: We are planning to build an ecosystem for digital assets that is operated on the basis of an institutional value chain, using native digital infrastructure components in the cloud. The platform would conform to recognised standards in the finance industry and service a variety of asset classes and use cases on and off the blockchain. PDF (A4) Deutsche Börse Group – Annual report 2023 86 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Report on opportuniti es ments and notes Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities 4. Digital Securities Platform D7: D7 is our contribution to a European eco- system for digital assets. With D7 we want to enable market participants the settlement of their digital assets on an institutionalised platform. This will drive digitisation and efficiency in post-trading and create a next-generation digital securities platform. The aim is to digitise the entire value chain from issuance to administration, repayment and archival. It will make it possible to create, record, settle and manage digital securities and digital assets in centralised and decentralised ledgers. Organisation of opportunities management Distributed ledger technology (DLT) Organic growth opportunities Cyclical opportunities Technological 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 Consolidated financial statements/notes Remuneration report Further information The use of distributed ledger technology (DLT) represents another technologi- cal opportunity. It is sometimes considered a disruptive technology, and at present, the financial services sector is increasingly exploring its opportunities. Thanks to its decentralised nature, it facilitates direct interaction between par- ticipants, thus offering the potential for simplifying complex processes. The challenge in the financial industry is to make use of distributed ledger technol- ogy while meeting high security standards and taking risk limitation and cost efficiency aspects into account. As an established provider of market infrastructure with an integrated value chain, we are in a good position to exploit the potential of distributed ledger technology. Our experience of applicable industry standards and legal and reg- ulatory requirements is a decisive advantage here. Artificial intelligence (AI) Well-known use cases have increasingly brought artificial intelligence into the public eye. As a provider of market infrastructure in the financial industry we are particularly evaluating artificial intelligence from the perspective of effi- ciency gains and scalability across the Group. Artificial intelligence is already being used in initial applications – for our customers (OSCAR collateral man- agement, settlement prediction tool) and for our employees (chatbots). We al- ways keep an eye on technological and regulatory developments, in order to evaluate and implement the best new use cases for artificial intelligence. To do so we make use of both internal and external know-how, in the context of stra- tegic partnerships for instance. PDF (A4) Deutsche Börse Group – Annual report 2023 87 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities Report on expected developments Developments in the operating environment Future development of results of operations Development of non-financial performance indicators Future development of the Group’s financial position Overall assessment by the Executive Board Report on post-balance sheet date events Corporate governance statement Deutsche Börse AG (disclosures based on HGB) Takeover-related disclosures Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Report on expected developments ments and notes Report on expected developments With our diversified business model and our new Horizon 2026 strategy we are in an excellent starting position to achieve further sustainable and profitable growth. In the long term we intend to continue consistently on our growth path, in order to make Deutsche Börse Group the preferred global market infrastructure provider. The forecast describes Deutsche Börse Group’s expected performance for the 2024 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 uncer- tainties materialise, or should one of the assumptions made turn out to be in- correct, the Group’s actual performance could deviate either positively or nega- tively from the expectations and assumptions contained in the forward-looking statements and information contained in this forecast. Developments in the operating environment Macroeconomic environment Global economic growth slowed again over the course of 2023, as a result of much more restrictive monetary policies by central banks. The escalation of the conflict between Israel and Palestine in the Middle East in the second half- year also caused uncertainty among market participants. We expect the eco- nomic situation to remain tense in 2024 due to high interest rates. Interest rate cuts by central banks following further falls in inflation could have a posi- tive impact on the economic environment, on the one hand. On the other, a sharper decline in economic growth than expected or a recession could lead to uncertainty among market participants. Future development of results of operations For the year 2024 we are expect revenue to increase again to more than €5.6 billion. In addition to organic growth on the basis of our secular growth opportunities, the consolidation of SimCorp will make a significant contribu- tion. We are also currently anticipating slight secular headwinds if central banks should reduce their base rates. If market volatility goes up or interest rates stay at least at their current level, this would have a positive effect. In terms of operating costs we are planning an increase for investment in our or- ganic growth opportunities, and the additional contribution from SimCorp. On this basis we anticipate earnings before interest, taxes, depreciation and amor- tisation (EBITDA) of more than €3.2 billion in 2024. Forecast for results of operations 2024 Net revenue Earnings before interest, tax, depreciation and amortisation (EBITDA) Basis 2023 €m Forecast 2024 €bn 5,076.6 >5.6 2,944.3 >3.2 PDF (A4) Deutsche Börse Group – Annual report 2023 88 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities Report on expected developments Developments in the operating environment Future development of results of operations Development of non-financial performance indicators Future development of the Group’s financial position Overall assessment by the Executive Board Report on post-balance sheet date events Corporate governance statement Deutsche Börse AG (disclosures based on HGB) Takeover-related disclosures Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Report on expected developments ments and notes Development of non-financial performance indicators Targets of non-financial KPI for 2024 Initiatives to promote the transparency and security of the markets will con- tinue 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 in- dicators for 2024 is concerned, system availability 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 of 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 de- scribed in the chapter “Employees” have 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 2024, 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 27 per cent, respectively. Moreover, on a global Group level the Executive Board has adopted a voluntary commitment to increase the share of women holding upper management positions to 24 per cent by the end of 2024, and of women holding lower management positions to 33 per cent during the same period. We have extended the scope of our voluntary commitment over and above the legal requirements. The assessment of independent ESG rating agencies is an important bench- mark 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. System availability of customer-facing IT Employee satisfaction Share of women in leadership positions1 Based on 2023 Target for 2024 >99.9 % 73 % 23 % >99.5 % >71.5 % >24 % ESG ratings 98th percentile >90th percentile 1) Group target for senior management. 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 three significant factors will influence changes in liquidity in the forecast period: firstly, we plan to invest around €350 million in intangible assets and prop- erty, plant and equipment at Group level. These investments will serve primar- ily to develop new products and services in our growth areas and to enhance existing ones. We also launched a share buy-back programme with a volume of €300 million in January 2024. In May 2024 we will propose a dividend of €3.80 per share to the Annual General Meeting. This would represent a cash outflow of about €703.4 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. PDF (A4) Deutsche Börse Group – Annual report 2023 89 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Report on post-balance sheet ments and notes date events Based on the successful implementation of our previous strategy and in expec- tation of further growth, we have refined our capital management. In future we will aim to distribute dividends equivalent to 30-40 per cent of the net profit for the period attributable to the shareholders of Deutsche Börse AG. The divi- dend per share is planned to increase going forward. In addition, available li- quidity can be invested in the Group’s further inorganic development, as in the past. In the event of any surplus liquidity, the company intends to supplement the dividend with share buy-backs. To maintain its strong credit ratings at Group level, we aim for a ratio of net debt to EBITDA of no more than 2.25, and a ratio of free funds from opera- tions to net debt of at least 40 per cent. Financing the takeover of SimCorp temporarily caused the ratio of free funds from operations to net debt to not fulfil the target at year-end 2023. We expect to be within the limit for this indi- cator again in 2024 thanks to positive cash flow from operating activities. Overall assessment by the Executive Board chain and its innovative strength. This being the case, we expect to see a positive trend in the results of operations over the long term. Our new corporate strategy and the resulting measures should further accelerate this growth. In this context the Group aims to become more agile and effective and sharpen its client focus, in order to become the global market infrastructure provider of choice, with a top ranking in all its business areas. Taking the conditions for organic growth into ac- count, the Executive Board is planning an increase in net revenue to more than €5.6 billion in the forecast period. The Executive Board expects EBITDA to go up to more than €3.2 billion in the forecast period. Overall, on this basis the Execu- tive Board assumes that cash flow from operating activities will be clearly positive and that, as in previous years, the liquidity base will be sound. The overall as- sessment by the Executive Board is valid as at the publication date for this com- bined management report. Report on post-balance sheet date events We believe the Group remains very well positioned in terms of international com- petition, thanks to its broadly diversified offering along the securities trading value There were no significant events after the end of the reporting period. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities Report on expected developments Developments in the operating environment Future development of results of operations Development of non-financial performance indicators Future development of the Group’s financial position Overall assessment by the Executive Board Report on post-balance sheet date events Corporate governance statement Deutsche Börse AG (disclosures based on HGB) Takeover-related disclosures Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 90 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes 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 23 of the Deutscher Corporate Governance Kodex (German Corporate Governance Code). The statement contains the corporate governance statement pursuant to section 315d in conjunction with section 289f Han- delsgesetzbuch (HGB, German Commercial Code). Declaration of Conformity pursuant to section 161 Aktiengesetz (AktG, German Stock Corporation Act) Disclosures on overriding statutory provisions On 7 December 2023, the Executive Board and Supervisory Board of Deutsche Börse AG issued the following Declaration of Conformity: “Declaration of the Executive Board and the Supervisory Board of Deutsche Börse AG pursuant to section 161 Aktiengesetz (AktG - German Stock Corpo- ration Act) All recommendations of the German Corporate Governance Code (GCGC) in the current version dated 28 April 2022, which was published in the Federal Gazette on 27 June 2022 are currently complied with and will continue to be complied with in the future. The Executive Board and Supervisory Board of Deutsche Börse AG declare, in accordance with recommendation F.4 GCGC, that recommendation D.4 GCGC was not applicable to the company in 2023 because of the overriding statutory requirement of section 4 b of the German Stock Exchange Act (Börsengesetz, BörsG). Recommendation D.4 GCGC states that the Supervisory Board shall form a Nomination Committee composed exclusively of shareholder represent- atives. In accordance with section 4 b 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 Com- mittee also includes employee representatives. Further, since the last declaration of conformity was issued on 7 December 2022, all recommendations of the GCGC have also been complied with.” Disclosures on suggestions of the GCGC The annual declaration of conformity pursuant to section 161 Aktiengesetz (AktG, German Stock Corporation Act) 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. The GCGC consists of both recommendations (denoted in the text by the use of the word “shall”), which are reported in the Declaration of Conformity in ac- cordance with section 161 AktG, and suggestions (denoted in the text by the use of the word “should”). Deutsche Börse AG fully complies with them. PDF (A4) Deutsche Börse Group – Annual report 2023 91 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes  Compliance with legislation and regulations; whistleblower system  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 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 guid- ance as to how employees can contribute to implementing the defined values in their everyday working life. The goals of the code of business conduct are 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 inte- gral part of the relationship between employer and employees at Deutsche Börse Group. Breaches may lead to disciplinary action. The document is avail- able at www.deutsche-boerse.com > Responsibility > Sustainability > Our policies and guidelines. Publicly available information in accordance with section 289f (2) no. 1a HGB The current remuneration report and the auditors’ statement pursuant to sec- tion 162 AktG, the current remuneration system pursuant to section 87a (1) and (2) sentence 1 AktG and the latest resolution on remuneration pursuant to section 113 (3) AktG are 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 legal, social and ethical 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: PDF (A4) Deutsche Börse Group – Annual report 2023 92 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes 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 as applicable to Deutsche Börse AG and the central purchasing department requires suppliers, among other things, to re- spect human rights and environmental regulations and to comply with mini- mum standards in these areas. The minimum standards also incorporate the requirements of the German Lieferkettensorgfaltspflichtengesetz (Supply Chain Due Diligence Act) and the UK Modern Slavery Act. Service providers and sup- pliers must sign this code of conduct or enter into an equivalent voluntary commitment before they can do business with Deutsche Börse AG and the Group companies represented by the central purchasing department. The code of conduct for suppliers is reviewed regularly in the light of current develop- ments and amended if necessary. It can be found online at www.deutsche-bo- erse.com > Responsibility > Sustainability > Our policies and guidelines. Sustainability and values Deutsche Börse Group’s business activities are based on the legal frameworks and ethical standards of the different countries in which the Group operates. A key way in which we underscore the values we consider important for the Deutsche Börse Group is by joining initiatives and organisations that advocate generally accepted ethical standards. Relevant memberships are as follows: UUNN GGlloobbaall CCoommppaacctt www.unglobalcompact.org: this voluntary business initia- tive 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. CChhaarrttaa ddeerr VViieellffaalltt www.charta-der-vielfalt.de: as a signatory to the Diversity Charter, the company has committed to acknowledging, respecting and pro- moting the diversity of its workforce, customers and business associates – irre- spective of their age, gender, disability, race, religion, nationality, ethnic back- ground, sexual orientation or identity. IInntteerrnnaattiioonnaall LLaabboouurr OOrrggaanniizzaattiioonn www.ilo.org: this UN agency is the interna- tional organisation responsible for drawing up and overseeing international la- bour 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. 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 sustaina- bility matters at Deutsche Börse Group. It was supported in the reporting year by the interdisciplinary Group Sustainability Board, which is chaired by the CFO. The Group Sustainability Board is the central management board for sus- tainability topics in Deutsche Börse Group. It deals with company initiatives relating to environmental, social and governance topics (ESG). This includes advising on and monitoring the integration of sustainability into corporate plan- ning and controlling. The Group Sustainability Board has been replaced by the Group Sustainability Committee as of 1 January 2024. The Group Sustainabil- ity Committee is the new central management unit for sustainability topics in Deutsche Börse Group. It is chaired by the Chief Sustainability Officer and supports and advises the Executive Board on all aspects of sustainability. The Group Sustainability Committee is intended to ensure the implementation of effective ESG practices in accordance with applicable policies and guidelines. PDF (A4) Deutsche Börse Group – Annual report 2023 93 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes The Group ESG Strategy department, which reports to the CEO, primarily pro- vides support by continuously monitoring the ESG profile and climate strategy of Deutsche Börse Group. Responsibility for ESG reporting was transferred from Group ESG Strategy to the section Sustainability Reporting, which is part of the CFO function, on 1 October 2023. At the Supervisory Board level, the Strategy and Sustainability Committee has dealt, in particular, with sustainable corporate governance and activities in the field of ESG at Deutsche Börse Group since 2021. In addition to embedding ESG in the work of the Supervisory Board in this way, it is particularly im- portant for the board as a whole and in the other Supervisory Board commit- tees, especially the Audit Committee, the Risk Committee and the Nomination Committee. Current, relevant sustainability aspects also form part of the train- ing programme for the Executive Board and Supervisory Board and are dealt with in workshops and seminars. To promote the sustainable development of the Deutsche Börse Group, ESG targets are an integral part of the remuneration system for the Executive Board. Details of the Executive Board remuneration system can be found in the “Remuneration report”. Further information on this subject can be found online at www.deutsche-bo- erse.com > Responsibility > Sustainability. More information about the Super- visory Board committee, Strategy and Sustainability, can be found in the chap- ter Supervisory Board committees. Details of the work carried out by the Strat- egy and Sustainability Committee are included in the “Supervisory Board Re- port”. Control and risk management systems Deutsche Börse Group’s pivotal role in the financial sector requires that it han- dles information and risks responsibly. The Group has a number of rules and processes for this purpose. They comprise both statutory and internal rules that can be adapted specifically to individual industry segments. They include policies on whistleblowing, risk management and the internal control system. Whistleblower 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 par- ties 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 made in their own name or anonymously and can be made around the clock. Further information regarding the whistleblower system can be found at www.deutsche-boerse.com > Our Company > Contact > Whistleblower sys- tem. PDF (A4) Deutsche Börse Group – Annual report 2023 94 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Policies and guidelines on control and risk management system Functioning control systems are important parts of stable and sustainable busi- ness 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 Govern- ance Code, international regulations and recommendations and other com- pany-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. Key aspects of its design and implementation are also reported regu- larly to the Supervisory Board or its committees. Equally, the Group has an en- terprise-wide risk management system that covers and provides mandatory rules for functions, processes and responsibilities. The internal control system and risk management system also cover sustainability-related targets. Details of the internal control system and risk management at Deutsche Börse Group can be found in the “Risk report” section. From its examination of the internal control and risk management system and the reports of the Internal Audit function regarding its risk-oriented and pro- cess-independent controls conducted, the Executive Board does not have any indications which would result in reservations regarding the appropriateness and efficacy of the systems. 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 follow- ing 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. The Executive Board and Supervisory Board of Deutsche Börse AG therefore work closely to- gether in a spirit of mutual trust. The Executive Board provides the Supervisory Board with comprehensive information on the company’s and the Group’s po- sition and the course of business in a regular and timely manner. In addition, the Executive Board informs the Supervisory Board regularly concerning issues relating to corporate planning, the risk situation and risk management, compli- ance and the company’s control systems. The strategic orientation of the com- pany is examined in detail and agreed upon with the Supervisory Board. Im- plementation 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 out- look and discusses these issues with him or her. The Supervisory Board may also request reports from the Executive Board at any time, especially on mat- ters and business transactions at Deutsche Börse AG and subsidiaries that have a significant impact on Deutsche Börse AG’s position. The Rules of Pro- cedures for the Executive Board and Supervisory Board contain provisions on PDF (A4) Deutsche Börse Group – Annual report 2023 95 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes the corresponding information rights and obligations of the Executive Board and Supervisory Board exceeding statutory regulations. Deutsche Börse AG’s Executive Board The Executive Board manages Deutsche Börse AG and the Deutsche Börse Group. The Executive Board had six members in the reporting year. 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 com- pany’s compliance with legal requirements and official regulations. The members of the Executive Board are jointly responsible for all aspects of management. Irrespective of this collective responsibility, the individual mem- bers manage the company’s business areas assigned to them in the Executive Board’s schedule of responsibilities independently and are personally responsi- ble for them. In addition to the business areas, the functional areas of respon- sibility are that of the Chief Executive Officer (CEO), the Chief Financial Officer (CFO), the Chief Information Officer/Chief Operating Officer (CIO/COO) and Governance, People & Culture. The business areas cover the operating busi- ness units, such as the company’s cash market activities, the derivatives busi- ness, the market data business, securities settlement and custody, collateral and liquidity management, fund distribution services as well as the Investment Management Solutions segment with offerings in the areas of indices, analyt- ics, sustainability information (ESG) and software. For details, see “Deutsche Börse: Fundamental information about the Group” section and www.deutsche-boerse.com > Company > Deutsche Börse Group > Business areas. 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 de- tails and the arrangements for passing resolutions. The Executive Board holds regular meetings. They are convened by the CEO, who coordinates the work of the Executive Board. 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 cast- ing 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 man- agement of the company. This also covers sustainability matters. The Supervi- sory Board supports the Executive Board in significant business decisions and provides advice on strategically important issues. In the Rules of Procedures for the Executive Board, the Supervisory Board has defined transactions of fun- damental importance which require its approval. In addition, the Supervisory Board is responsible for appointing the members of the Executive Board, de- ciding 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 2023 financial year can be found in the “Report of the Supervisory Board”. PDF (A4) Deutsche Börse Group – Annual report 2023 96 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes and the annual effectiveness review is described in the chapter Examination of the effectiveness of Supervisory Board work. The Chair of the Supervisory Board consults, on a regular basis, with the shareholder and employee representatives on the Supervisory Board, also out- side the meetings, and arranges talks to prepare for the Supervisory Board meetings as necessary. Separate pre-meetings of shareholder and employee representatives also take place regularly before the ordinary meetings of the full Supervisory Board. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information 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 Supervisory Board holds at least six regular meetings every year. In addi- tion, extraordinary meetings are held as required. Executive Board members attend the meetings unless the Supervisory Board decides otherwise in any particular case. The Supervisory Board also meets regularly without the Execu- tive Board. Exchanges also take place as necessary with the annual auditors. The committees also hold regular meetings. Unless mandatory statutory provi- sions or the articles of incorporation call for a different procedure, the Supervi- sory Board passes its resolutions by a simple majority. If a vote is tied, the Chair has the casting vote. Further details of how the Supervisory Board and its committees work are defined in particular in the Rules of Procedure for the Supervisory Board, which can be downloaded at www.deutsche-boerse.com > Investor Relations > Corporate Governance > Supervisory Board > Rules of procedure. The Supervisory Board reviews both the knowledge, skill and experience of the Executive Board and Supervisory Board as a whole and of their members regu- larly, 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 a catalogue of specific targets, including qualification requirements, which, in turn, are reviewed regularly by the Supervisory Board. As a result of this re- view the qualification matrix was amended in the reporting year to show the competences “Strategy” and “Sustainability” separately. In this way, the Super- visory Board has made the qualification matrix even more transparent. The Su- pervisory 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 Tar- gets for composition and qualification requirements of the Supervisory Board PDF (A4) Deutsche Börse Group – Annual report 2023 97 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Supervisory Board committees The Supervisory Board’s goal in establishing committees is to improve the effi- ciency of its work by examining complex matters in smaller groups that pre- pare 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. For details of the commit- tees, please refer to the tables Supervisory Board committees in the reporting year: composition and responsibilities. Their individual responsibilities are gov- erned 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 Re- lations> 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. Outside the meetings the Chair of the Audit Committee also reports regularly to the Audit Committee and the full Supervisory Board on her regular exchanges with the annual auditor. Information on the Supervisory Board’s concrete work and meetings during the reporting period can be found in the Report of the Su- pervisory 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. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 98 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Supervisory Board committees in the reporting year: composition and responsibilities Audit Committee Members  Barbara Lambert (Chair)  Andreas Gottschling  Oliver Greie1  Susann Just-Marx1  Achim Karle1  Michael Rüdiger Provisions for the 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  All members familiar with the financial sector  Prerequisites for the chair of the committee: the person concerned must be independent, and must have specialist knowledge and experience either (i) in the application of accounting principles and internal control and risk management systems or (ii) in auditing, whereby accounting and auditing also include sustaina- bility reporting and its auditing  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 corre- sponding 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 decision on and the commissioning of assigning the auditor (i) to review or audit the half-yearly financial reports, (ii) to review the non-financial reporting and (iii) to audit the remuneration report, as well as determining 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  Every member of the Audit Committee has the right to obtain information via the Chair of the Audit Committee from the heads of the company’s main central de- partments; the Chair of the Audit Committee notifies all the committee members of the information obtained 1) Employee representatives. 2) Barbara Lambert has the expertise in auditing and Michael Rüdiger has the expertise in financial reporting required by section 100 (5) AktG. For details see the chapter Targets for composition and qualification requirements of the Supervisory Board. PDF (A4) Deutsche Börse Group – Annual report 2023 99 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Nomination Committee Members Provisions for the composition  Martin Jetter (Chair)  Markus Beck1  Nadine Brandl1  Anja Greenwood1  Michael Rüdiger  Chaired by the Chair of the Supervisory Board  At least five other members who are elected by the Supervisory Board Responsibilities  Develops a diversity concept for the Supervisory Board  Deals with the regular, at least annual assessment of the structure, size, composition and performance of the Executive Board and Supervisory Board, as well as  Clara-Christina Streit possible improvements  Deals with the regular, at least 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  Presentation of competencies in the qualification matrix and preparation of the resolution by the Supervisory Board  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 qualification requirements on which proposals are based  Reviews the principles for the selection and appointment of Executive Board members and making recommendations to the Supervisory Board in this regard  Addresses succession planning for the Executive Board, identifies suitable candidates to fill a position on the Executive Board and preparing the resolution to be passed by the Supervisory Board  Enters into, amends or terminates service agreements within the framework defined by the Supervisory Board  Prepares resolutions of the Supervisory Board on the remuneration system for Executive Board  Prepares resolutions of the Supervisory Board on 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 adjust- ments where required  Prepares the reporting on the remuneration of the Executive Board and Supervisory Board  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 granting or revocation of general powers of attorney  Approves cases in which the Executive Board grants employee’s 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 1) Employee representatives PDF (A4) Deutsche Börse Group – Annual report 2023 100 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Risk Committee Members  Andreas Gottschling (Chair)  Susann Just-Marx1  Barbara Lambert  Daniel Vollstedt1 Provisions for the 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 Strategy and Sustainability Committee Members Provisions for the composition  Martin Jetter (Chair)  Anja Greenwood1  Achim Karle1  Peter Sack1  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 (un- less another committee is responsible)  Deals with significant projects for Deutsche Börse Group PDF (A4) Deutsche Börse Group – Annual report 2023 101 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Technology Committee Members Provisions for the composition  Shannon A. Johnston (Chair)  Markus Beck1  Andreas Gottschling  Peter Sack1  Charles Stonehill  Daniel Vollstedt1  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 infor- mation security services and risks Chairman’s Committee Members Provisions for the composition  Martin Jetter (Chair)  Markus Beck1  Nadine Brandl1  Clara-Christina Streit Mediation Committee Members  Martin Jetter (Chair)  Markus Beck1  Oliver Greie1  Barbara Lambert 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 Provisions for the 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 31 (3) MitbestG PDF (A4) Deutsche Börse Group – Annual report 2023 102 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Targets for composition and qualification requirements of the Supervisory Board Qualification requirements In accordance with recommendation C.1 GCGC, 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. The targets include qualification requirements as well as diversity targets. Furthermore, members shall have sufficient time, as well as the personal integrity and suita- bility of character, to exercise their office. In addition, more than half the shareholder representatives on the Supervisory Board shall be independent. The targets, including the qualification requirements, are reviewed by the Su- pervisory Board regularly, at least annually, and modified as necessary. The status of implementation can be seen in the qualification matrix at the end of this statement. 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 Super- visory Board has determined necessary basic competencies and particular competencies. The particular competences are derived from the business model, the corporate targets, as well as from specific regulations applicable to Deutsche Börse Group. Basic competencies Ideally, each Supervisory Board member has the following basic competen- cies: In the reporting year, the Supervisory Board reviewed the specific targets at the recommendation of the Nomination Committee and refined them, so that the competences “Strategy” and “Sustainability” are shown separately in the quali- fication matrix from this reporting year onwards. In this way, the Supervisory Board has made the qualification matrix even more transparent, and in partic- ular it also shows in which ESG areas the respective Supervisory Board mem- bers have sustainability experience. 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.  Understanding of business issues  Analytical and strategic skills  Understanding of the corporate governance system  Knowledge of the financial sector  Understanding of Deutsche Börse AG’s activities  Understanding of Deutsche Börse Group’s structure  Understanding of sustainability matters as relevant to Deutsche Börse AG  Understanding of the member’s own position and responsibilities PDF (A4) Deutsche Börse Group – Annual report 2023 103 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Executive and Supervisory Board Particular competencies Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information The requirements for particular competences refer to the Supervisory Board in its entirety. At least two of its members should have sound knowledge, espe- cially concerning the following topics:  Capital markets, business models of stock exchanges and data business  Clearing, settlement and custody business  Information technology and security, digitalisation  Strategy  Sustainability  Accounting, finance and audit  Risk management and compliance  Regulatory requirements, law The current composition of the Supervisory Board fulfils these criteria concern- ing the qualification of its members. The requirements of the German Stock Corporation Act and the GCGC for professional knowledge of accounting and auditing in the Audit Committee are also met. Barbara Lambert, the Chair of the Audit Committee, has the necessary professional knowledge of both audit- ing and accounting. The same applies to Michael Rüdiger, a member of the Audit Committee, who also has the necessary specialist knowledge of both au- diting and accounting. Barbara Lambert studied economics in Switzerland, where she also obtained her diploma as an auditor. As an active auditor of financial statements and banks over many years, she can draw on extensive experience of conducting and managing audit activities, particularly in the financial sector. She contin- ues to update her auditing knowledge on a regular basis to this day. In addi- tion to chairing the Audit Committee of Deutsche Börse AG, Barbara Lambert is a member or chair of the following audit and risk committees of boards of directors and supervisory boards: Implenia AG (since 2019), Synlab AG (since 2021, mandate will be resigned as of 31 March 2024), Merck KGaA (since 2023) and of the two companies UBS Switzerland AG (since 2022) and Credit Suisse (Switzerland) AG (since 2023), which belong to the same group of companies. In these functions, she regularly attends the training sessions of- fered by the respective companies. Alongside her work on boards of directors and supervisory boards, Barbara Lambert is a member of many relevant pro- fessional associations and networks, such as the Swiss expert association for auditing, tax and trusts (EXPERTsuisse), where in 2007 she was also a mem- ber of the expert group for bank auditing, and the German Audit Committee Chair Network of the Audit Committee Institute e.V. Her membership of these associations and networks serves not only the professional exchange but also her further professional training. Her full curriculum vitae is available at www.deutsche-boerse.com > Investor Relations > Corporate Governance > Supervisory Board > Barbara Lambert. Michael Rüdiger has a degree in business studies and specialised in finance and controlling. He has many years of experience in the finance industry and until 2019 was CEO of DekaBank Deutsche Girozentrale. In addition to his work on the Supervisory Board of Deutsche Börse AG, where he has also been a member of the Audit Committee since 2020, Michael Rüdiger chairs the Au- dit Committee at Evonik Industries AG and chairs the Supervisory Board of BlackRock Asset Management Deutschland AG (2023) and the Board of Di- rectors of BlackRock Asset Management Schweiz AG (since 2023). In these functions he regularly attends the training sessions offered by the respective companies. Michael Rüdiger is a member of relevant networks, such as the German Audit Committee Chair Network of the Audit Committee Institute e.V., where he discusses professional issues and receives ongoing training. He also regularly attends individual training courses on aspects of auditing and ac- counting, where he makes use of the expertise offered by large auditing firms. His full curriculum vitae is available at www.deutsche-boerse.com > Investor Relations > Corporate Governance > Supervisory Board > Michael Rüdiger. PDF (A4) Deutsche Börse Group – Annual report 2023 104 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Independence of Supervisory Board members Flexible age limit and term of office In accordance with recommendation C.6 GCGC, the Supervisory Board shall be comprised of what it considers to be an appropriate number of independent shareholder representatives. The shareholder representatives on the Supervi- sory 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 GCGC 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 rela- tionship with the company or its Executive Board that may cause a substantial (and not merely temporary) conflict of interest. According to recommendation C.7 GCGC, more than half the shareholder representatives shall be independ- ent 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 experi- ence 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. The Supervisory Board considers the flexible age limit stipulated in its 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. An Executive Board member may be reappointed for one year at a time from the month in which they reach the age of 60. The last period of office should, nevertheless, end at the close of the month in which the Execu- tive Board member turns 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 per- sonal qualifications, play a major role. Depending on the Executive Board posi- tion 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 de- cisions on appointments. At present, no Executive Board member has passed the age limit of 65 years. Theodor Weimer’s term of office as Chairman of Deutsche Börse AG’s Execu- tive 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 runs until 30 September 2025. Gregor Pottmeyer will reach the age of 63 in 2025. While maintaining the general rule on a flexible age limit, the Supervi- sory Board decided, in view of their long-standing experience and knowledge of the sector and professional and personal qualifications, not to renew PDF (A4) Deutsche Börse Group – Annual report 2023 105 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Theodor Weimer’s and Gregor Pottmeyer’s term of office solely on an annual basis once they reached the age of 60. Future personnel decisions will take this into account. Share of women holding management positions Deutsche Börse Group is an international company. Working at our company means collaborating with colleagues across over 56 locations from 131 na- tions. We are proud of the diverse cultural, professional and personal back- grounds 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. Regulations require us to consider one aspect of this diversity in particular de- tail in this report: the share of women holding management positions. Deutsche Börse AG meets the statutory requirements for the proportion of women on the Executive Board and the Supervisory Board. This applies partic- ularly to the diversity requirements for the Executive Board that have been in force since 2021. Some 37.5 per cent of the shareholder representatives of the Supervisory Board are women and the Supervisory Board is determined to further increase this share. The Supervisory Board is also determined to increase the proportion of women on the Executive Board, taking the current appointments into consideration. Currently, there is one female member on the board. 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 any 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 fulfilment of the quota in accordance with section 96 (2) sentence 2 AktG. Thus, the minimum quota of 30 per cent is to be com- plied with for each gender both with regard to the shareholder representatives and to the employee representatives. Based on the statutory calculation method, this means that at least two women and two men from both the shareholder representatives and the employee representatives must be on the Supervisory Board. There are currently six women on the Supervisory Board: three women among the shareholder representatives and three women among the employee representatives. The statutory gender quota is therefore fulfilled. A statutory minimum quota for the Executive Board was introduced in the Act to Extend and Amend the Act on Equal Participation of Women and Men in Management Positions in the Private and Public Sectors (FüPoG II) of 10 June 2021. Executive Boards of listed companies with more than three members must include at least one woman and one man (section 76 (3a) AktG). This statutory minimum participation requirement replaces the obligation of compa- nies to set a legally non-binding target quota. Deutsche Börse AG meets these statutory requirements and reports on them in accordance with section 289f (2) No. 5a HGB. PDF (A4) Deutsche Börse Group – Annual report 2023 106 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes International profile Educational and professional background The composition of the Executive Board and the Supervisory Board shall reflect the company’s international activities. With Dr Andreas Gottschling, Shannon A. Johnston, Barbara Lambert, Charles Stonehill, Clara-Christina Streit and Chong Lee Tan, there are six shareholder representatives on the Supervisory Board who are not, or not exclusively, German citizens. 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 Su- pervisory 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 interna- tional working experience as well. The Supervisory Board has set itself the objective of considering an appropriate range of educational and professional backgrounds regarding its own composi- tion, as well as regarding the composition of the Executive Board. In addition to possessing professional experience in the financial services industry, mem- bers of the Executive Board and the Supervisory Board also have a profes- sional background in consultancy, the IT sector, auditing, administration and regulation. In terms of professional 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 ful- filling the previously mentioned qualification requirements for Supervisory Board members. The composition of both Deutsche Börse AG’s Supervisory Board and Execu- tive Board is in line with the objectives stated above. The following qualification matrix provides an overview of how the main tar- gets for the composition of the Supervisory Board are met, and of the extent to which the particular competencies defined in the qualification requirements are present. PDF (A4) Deutsche Börse Group – Annual report 2023 107 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Qualification matrix: Profile and particular competencies of Supervisory Board members Member since Independence Gender Year of birth Nationality Martin Jetter (Chair) 2018 Independent Markus Beck Nadine Brandl Andreas Gottschling Anja Greenwood Oliver Greie Shannon A. Johnston Susann Just-Marx 2018 2018 2020 2021 2022 2022 2018 Employee repre- sentative Employee repre- sentative Independent Employee repre- sentative Employee repre- sentative Independent Employee repre- sentative Male 1959 Male 1964 German German International experience Yes Educational and professional background 1 Engineering No Law Female 1975 German No Law Male 1967 Female 1974 German, Swiss German Yes Economics and mathematics Yes Law Male 1976 German No Nursing Female 1971 USA Yes Female 1988 German Yes General studies Administration, economics Particular competencies Capital markets, business models of stock exchanges and data business Clearing, settlement and custody business Information technology and security, digitalisation Strategy Sustainability2 Accounting, finance and audit Risk management and compliance Regulatory requirements, law                              1) The curricula vitae of the Supervisory Board members can be found at www.deutsche-boerse.com > Investor Relations > Corporate Governance > Supervisory Board 2) Sustainability expertise is described in more detail below PDF (A4) Deutsche Börse Group – Annual report 2023 108 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Qualification matrix: Profile and particular competencies of Supervisory Board members Member since Independence Gender Year of birth Nationality Achim Karle Barbara Lambert Michael Rüdiger Peter Sack Charles Stonehill Clara-C. Streit Chong Lee Tan Daniel Vollstedt 2018 2018 2020 2021 2019 2019 2021 2021 Employee repre- sentative Independent Independent Employee repre- sentative Independent Independent Independent Employee repre- sentative Male 1973 Female 1962 Male 1964 German German, Swiss German Male 1962 German No Male 1958 Female 1968 Male 1962 Male 1976 British, USA German, USA Singapore German Yes Yes Yes No International experience Yes Yes Yes Educational and professional background 1 Finance Banking, econom- ics, auditor Banking, business studies Economist, politics History Business studies Economics and ad- ministration IT and business studies Particular competencies Capital markets, business models of stock exchanges and data business Clearing, settlement and custody business Information technology and security, digitalisation Strategy Sustainability2 Accounting, finance and audit Risk management and compliance Regulatory requirements, law                                   1) The curricula vitae of the Supervisory Board members can be found at www.deutsche-boerse.com > Investor Relations > Corporate Governance > Supervisory Board 2) Sustainability expertise is described in more detail below PDF (A4) Deutsche Börse Group – Annual report 2023 109 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Please refer to www.deutsche-boerse.com > Investor Relations > Corporate Governance > Supervisory Board for further information concerning the mem- bers of the Supervisory Board and its committees. For further information con- cerning the members of the Executive Board, please see www.deutsche-bo- erse.com > Investor Relations > Corporate Governance > Executive Board. In addition to the basic knowledge of sustainability topics acquired partly from training sessions for the whole Supervisory Board, 8 of the 16 Supervisory Board members have more in-depth experience and knowledge of sustainabil- ity-related topics. Martin Jetter E/S/G Sustainable corporate governance focusing on environment, diversity, equity and inclusion; winner of the IBM Chair- man’s Environmental Award (2018) Markus Beck S/G Long-standing legal adviser on corporate governance and sustainability-related regulation Nadine Brandl S/G Expert in social sustaina- bility topics and regula- tion from prior profes- sional activities (aca- demia and research, trade union and legal work) Achim Karle E/S/G Expert for ESG indices; member of the works council’s Sustainability working group Barbara Lambert E/S/G Expert in sustainability reporting and auditing and the underlying standards Michael Rüdiger E/S/G Expert in sustainability reporting and auditing and the underlying standards; expert on sustainability standards in asset management Charles Stonehill E/S/G Independent adviser to companies with a sus- tainable purpose Clara-C. Streit S/G Chair of the Government Commission Corporate Governance (GCCG); long-standing involve- ment with leadership and staff development Nomination Committee began by drawing up a long list of suitable individuals. After interviewing the candidates on the long list, the shareholder representa- tives on the Nomination Committee agreed on a new candidate for the Super- visory Board elections in 2024. Information about all the candidates, including their CVs, will be sent with the invitation to the Annual General Meeting of Deutsche Börse AG to be held on 14 May 2024, and can also be viewed be- fore the Annual General Meeting at www.deutsche-boerse.com/agm. Preparing the election of shareholder representatives to the Supervisory Board The term of office of all the Supervisory Board members ends at the close of the Annual General Meeting 2024. The Supervisory Board’s Nomination Com- mittee, whose responsibility it is to put forward suitable candidates to the Su- pervisory Board for its proposals for election to the Annual General Meeting, has therefore dealt in detail with the election by the Annual General Meeting of the shareholder representatives to the Supervisory Board in 2024. Michael Rüdiger has decided not to stand again for election to the Supervisory Board. In a resolution dated 6 February 2024, the shareholder representatives on the Nomination Committee proposed eight candidates for election as shareholder representatives by the Annual General Meeting. Seven of the eight proposed candidates are currently Supervisory Board members; one candidate has not been a member to date. The targets for the composition of the Supervisory Board and the qualification requirements were taken into account when select- ing this candidate. To this end, the shareholder representatives on the PDF (A4) Deutsche Börse Group – Annual report 2023 110 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes 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 recommen- dation D.11 GCGC and the guidelines of the European Securities and Markets Authority (ESMA) on management bodies of market operators and data report- ing services providers, and supports Supervisory Board members in this en- deavour. For example, it organises targeted introductory events for new Super- visory Board members and workshops on selected strategy, sustainability and current issues or on topics of fundamental importance. In addition to a specific workshop on the Horizon 2026 strategy process, two technology workshops on artificial intelligence and cybersecurity were held in the reporting year. An- other two workshops were held on sustainability topics, which dealt with sus- tainability regulation and the future world of work in sectors relevant to Deutsche Börse AG. One workshop took place on the role of Deutsche Börse Group in the capital markets. Deutsche Börse AG covers the costs of work- shops and basic training organised by itself for new Supervisory Board mem- bers. They also comprise training events from the Qualified Supervisory Board educational programme that the company designed itself. Deutsche Börse AG also covers the costs of third-party training activities in individual cases. Fur- ther information about the Supervisory Board workshops can be found in the Report of the Supervisory Board. 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.12 GCGC – as a key component of good corporate governance. The annual effectiveness review is supported by an external service provider every third year, most recently in 2022. The effectiveness review in 2023 took place internally in the third quarter by means of a structured questionnaire and covered the tasks and composition of the Supervisory Board, collaboration within the Supervisory Board and with the Executive Board, as well as Supervisory Board and com- mittee meetings. In addition, topics relating to the discussion and working cul- ture and how current matters are dealt with by the Supervisory Board were ad- dressed. The review yielded positive results, both in terms of overall effective- ness as well as regarding the audited subject areas. The Supervisory Board discussed the suggestions for improvement that were made, such as giving greater weight to the perspectives of external stakeholders of Deutsche Börse Group and developing the opportunities for exchange within the Supervisory Board, and initiated steps to implement them. 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. It 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 plan- ning at the first level beneath the Executive Board, and provides advice to the Executive Board in this regard. PDF (A4) Deutsche Börse Group – Annual report 2023 111 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Target figures for the proportion of female executives beneath the Executive Board Shareholder representation, transparent reporting and communication 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 De- cember 2023, the proportion of women holding positions in the first and sec- ond management levels beneath the Executive Board was planned to reach 15 per cent and 27 per cent, respectively. As of 31 December 2023, the share of women holding positions on the first and second management levels beneath the Executive Board at Deutsche Börse AG in Germany was 15 per cent and 24 per cent, respectively. Changes at the second management level had an impact on the number of fe- male executives and the achievement of the target percentage at this level. The Deutsche Börse Group is highly international, which means that for the development of female managers and appointments to management positions the consideration of a cross-company and cross-country perspective plays an important role. In this context, the Executive Board had set a Group-wide tar- get share of women holding upper management positions (first three manage- ment levels below the Executive Board) of 23 per cent by 31 December 2023, and of women holding lower management positions of 30 per cent during the same period. In fact, this voluntary commitment went further than the statu- tory obligation. Firstly, the target figures determined in this context relate to Deutsche Börse Group worldwide. Secondly, the definition of management lev- els/positions was expanded to include heads of teams, for example. On a global level, as at 31 December 2023, these quotas stood at 23 per cent for upper management levels and 33 per cent for lower management positions. Shareholders exercise their rights at the Annual General Meeting (AGM). Among other things, the AGM elects the shareholder representatives to the Su- pervisory Board and decides on formal approval for the actions of the Execu- tive Board and the Supervisory Board. It also passes resolutions on the appro- priation of the unappropriated surplus, capital measures, approval of intercom- pany agreements, amendments to the company’s articles of incorporation, Su- pervisory Board remuneration, approval of the remuneration system for the Ex- ecutive Board and the remuneration report, and the appointment of the audi- tors for the financial statements. 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 the spirit of good corporate governance, Deutsche Börse AG aims to make it as easy as possible for shareholders to exercise their shareholder rights and ex- change views directly with one another. For instance, Deutsche Börse AG shareholders may follow the AGM live over the internet and can be represented at the AGM by proxies nominated by Deutsche Börse AG, also by means of electronic communication. The proxies exercise voting rights solely in accordance with shareholders’ instructions and can also be reached during the AGM. There is also a postal voting option, which includes electronic communication. When casting their vote, the share- holders have the choice of approving individual agenda items, rejecting them or abstaining. PDF (A4) Deutsche Börse Group – Annual report 2023 112 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes The Supervisory Board discusses the results of voting at the AGM on a regular basis. A more in-depth discussion takes place particularly if the results are not within the range expected by the Supervisory Board, so for example if the vot- ing differs significantly from that of comparable companies on fundamentally comparable topics. This was not the case in the reporting year for the resolu- tions taken at the AGM, including the temporary authorisation to hold virtual AGMs. Section 118a (1) AktG establishes that a company’s articles of incorporations may stipulate that the Annual General Meeting is to be held online, without the physical presence of shareholders or their proxies, or may authorise the Ex- ecutive Board to adopt the corresponding resolutions. In the reporting year the Executive Board decided, with the approval of the Su- pervisory Board, on the basis of the transitional provisions of section 26n (1) of the Introductory Act to AktG that the AGM should take place online, without the physical presence of shareholders or their proxies. Shareholders were able to follow the entire Annual General Meeting live online and exercise their vot- ing rights, also via electronic communications, by means of postal voting or appointing the company proxies. They also had the opportunity to exercise their rights to speak and obtain information during the AGM by means of a video link, and to submit comments beforehand. Additionally, the company voluntarily published the speeches by the Chairs of the Executive Board and Supervisory Board ahead of the Annual General Meeting. In the reporting year, the AGM of Deutsche Börse AG also decided to amend the company’s articles of incorporation and authorise the Executive Board for a limited period of two years to hold the AGM virtually, without the physical presence of shareholders or their proxies. For future AGMs, a decision will be taken individually, and taking the particular circumstances as well as the inter- ests of the company and its shareholders into account, as to whether the AGM should be held virtually, and use made of the authorisation. Past experience, as well as the time and expense involved, may also be taken into consideration. The Executive Board decided on this basis to hold the AGM vir- tually again in 2024. The company currently intends to structure future virtual AGMs in a similar way to the ordinary Annual General Meeting in the reporting year. In particu- lar, it intends to refrain from accepting and answering questions ahead of the AGM. Furthermore, the Supervisory Board members will attend the venue in person for the virtual AGM 2024. 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’ associa- tions, 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. Ad hoc disclosures, information on directors’ dealings and voting rights notifi- cations, 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 in- vestors. Furthermore, a regular investor day is held and Deutsche Börse con- tinuously 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. PDF (A4) Deutsche Börse Group – Annual report 2023 113 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Executive and Supervisory Board Accounting and auditing Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report 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 Consolidated financial statements/notes Remuneration report Further information Deutsche Börse AG’s annual report provides shareholders and interested mem- bers of the public with detailed information on Deutsche Börse Group’s busi- ness performance during the reporting period. Additional information is pub- lished in its half-yearly financial report and two quarterly statements. The an- nual financial statement documents and the annual report are published within 90 days of the end of the financial year (31 December); intra-year fi- nancial 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 consol- idated 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 pub- lication. The half-yearly financial report is reviewed by the external auditors. Following the recommendation by the Supervisory Board, the Annual General Meeting 2023 again elected PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, (PwC) as the auditors for the annual and consolidated financial statements 2023 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 form and contents of the remuneration re- port during the 2023 financial year. The auditors responsible are Marc Billeb and Michael Rönnberg. They have both been responsible for the audit since 2021. The Supervisory Board’s proposal was based on a corresponding rec- ommendation 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 2023. 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 pro- vided in note 6 to the consolidated financial statements. PDF (A4) Deutsche Börse Group – Annual report 2023 114 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Deutsche Börse AG (notes 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). They are the underlying basis for the notes that follow. Business and operating environment Deutsche Börse AG’s course of business in the reporting period Business model and general position of the company Deutsche Börse AG is the parent company of Deutsche Börse Group. The par- ent company’s business activities include, first and foremost, the cash and de- rivatives markets, which are reflected in the Trading & Clearing segment. Deutsche Börse AG also operates essential parts of the Group’s information technology. The performance of the Securities Services segment (formerly Clearstream) is primarily reflected in Deutsche Börse AG’s business perfor- mance via the profit and loss transfer agreement with Clearstream Holding AG. The business and the operating environment of Deutsche Börse AG are largely the same as for the Group. They are described in the section “Macroeconomic and sector-specific environment”. Deutsche Börse AG’s sales revenue increased by 3.0 per cent in the 2023 fi- nancial 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 6.7 per cent. EBITDA was €2.7 billion in the 2023 financial year and so was signifi- cantly above the forecast for the 2023 financial year of €1.4 billion. Net profit was up by 142.1 per cent compared with the previous year. The financial year was mainly defined by the ongoing geopolitical situation and the resulting mar- ket risks, rising inflation and interest rate increases by the central banks. Vola- tility on stock markets was lower overall than in the previous year, however. The increase in net income is primarily due to non-recurring effects within the result from equity investments. This stems partly from the fact that for the first time profits were recognised at Clearstream Holding AG in the period in which they originated, and partly from reorganisation of Deutsche Börse AG’s share- holdings. On the basis of these developments, the Executive Board of Deutsche Börse AG considers its performance in 2023 to be positive in con- text. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities Report on expected developments Report on post-balance sheet date events Corporate governance statement Deutsche Börse AG (notes based on HGB) Business and operating environment Results of operations of Deutsche Börse AG Financial position of Deutsche Börse AG Assets of Deutsche Börse AG Deutsche Börse AG employees Remuneration report of Deutsche Börse AG Corporate governance statement in accordance with section 289f HGB Opportunities and risks facing Deutsche Börse AG Report on expected developments for Deutsche Börse AG Takeover-related disclosures Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 115 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes The result of equity investments at Deutsche Börse AG rose year on year by 236.5 per cent in 2023. It consisted partly of dividend income of €261.7 mil- lion (2022: €161.6 million) and income from the transfer of profits of €1,474.1 million (2022: €412.2 million). The higher income from profit transfers is due to the fact that for the first time profits were recognised in the year in which they originated at the level of Clearstream Holding AG and its net income for the year increased as a result. An internal reorganisation within Deutsche Börse Group, which included the contribution and the sale of the in- vestment in ISS HoldCo Inc. to ISS STOXX GmbH and the transfer of the in- vestment in Axioma Inc. to SimCorp A/S as a capital contribution, resulted in an overall positive effect of €26.8 million in financial year 2023. Impairment losses of €35.9 million were recognised on financial assets, along with write- ups of €37.3 million. Earnings before interest, taxes, depreciation and amortisation (EBITDA) went up by 122.1 per cent due to the effects mentioned above. Net income for the period amounted to €2,118.4 million, an increase of 142.1 per cent. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities Report on expected developments Report on post-balance sheet date events Corporate governance statement Deutsche Börse AG (notes based on HGB) Business and operating environment Results of operations of Deutsche Börse AG Financial position of Deutsche Börse AG Assets of Deutsche Börse AG Deutsche Börse AG employees Remuneration report of Deutsche Börse AG Corporate governance statement in accordance with section 289f HGB Opportunities and risks facing Deutsche Börse AG Report on expected developments for Deutsche Börse AG Takeover-related disclosures Consolidated financial statements/notes Remuneration report Further information Performance figures for Deutsche Börse AG in € m Sales revenue Total costs Net income from equity investments EBITDA Net profit for the period Earnings per share (€)1 2023 2022 Change 1,697.4 1,280.7 1,764.0 2,698.8 2,118.4 11.44 1,647.9 1,199.8 524.2 1,215.1 875.1 4.76 3.0 % 6.7 % 236.5 % 122.1 % 142.1 % 140.3 % 1) Calculation based on weighted average of shares outstanding Results of operations of Deutsche Börse AG Deutsche Börse AG’s sales revenue rose by 3.0 per cent in 2023. This is largely due to an increase in sales revenue of €22.9 million in the Trading & Clearing Segment. For more information on the development of the Trading & Clearing segment, please refer to the “Trading & Clearing segment” section. The other segments mainly relate to the provision of central functions. By con- trast, these segments have a material impact on the company’s investment in- come. The breakdown of income by the company’s individual segments is shown in the table “Sales revenue by segment”. The company’s total costs were up 6.7 per cent year on year. For a break- down, please refer to the table “Overview of total costs”. Staff costs rose by 16.2 per cent year on year during the year under review, to €341.4 million. The increase in staff costs is mainly due to the larger number of employees fol- lowing the opening of new offices in Czech Republic and Ireland. Amortisation of intangible assets and depreciation of property, plant and equipment in- creased by 0.4 per cent in the year under review. Other operating expenses were up 4.0 per cent year on year. This stems from the opening of new offices and general price increases. PDF (A4) Deutsche Börse Group – Annual report 2023 116 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Sales revenue by segment in €m Trading & Clearing Securities Services Fund Services Investment Management Solutions Total Overview of total costs in €m Staff costs Depreciation and amortisation Other operating expenses Total Development of profitability 2023 2022 Change 1,523.9 1,501.0 1.5 % 107.8 116.3 – 7.3 % 54.6 11.1 25.9 4,7 110.8 % 136.2 % 1,697.4 1,647.9 3.0 % 2023 341.4 73.9 865.4 2022 Change 293.9 73.6 832.3 16.2 % 0.4 % 4.0 % 6.7 % 1,280.7 1,199.8 Financial position of Deutsche Börse AG As at 31 December 2023, cash and cash equivalents amounted to €150.4 million (2022: €442.0 million). This includes balances on current ac- counts, fixed-term deposits and other short-term investments, whereby the ma- jority is held in cash. Deutsche Börse AG has external credit lines available of €600.0 million (2022: €600.0 million), which were unused as at 31 December 2023. More- over, 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 curren- cies. Commercial paper with a nominal value of €590.0 million (2022: €60.0 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 all times. 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 2023. Return on equity rose from 21.9 per cent in 2022 to 49.1 per cent in the year under review. The increase is particularly due to the one-off effect of recognis- ing profits in the year in which they originated at the level of Clearstream Hold- ing AG for the first time. Deutsche Börse AG has issued ten corporate loans with a total nominal vol- ume of €6.8 billion. For more details concerning these bonds, please refer to the “Financial position” section. In the 2023 financial year, Deutsche Börse AG generated cash flow from oper- ating activities of €832.1 million (2022: €1,209.4 million). Cash flow from investing activities amounted to €–3,819.5 million (2022: €–392.5 million). The change is primarily due to the acquisition costs of €3.9 billion for SimCorp A/S. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities Report on expected developments Report on post-balance sheet date events Corporate governance statement Deutsche Börse AG (notes based on HGB) Business and operating environment Results of operations of Deutsche Börse AG Financial position of Deutsche Börse AG Assets of Deutsche Börse AG Deutsche Börse AG employees Remuneration report of Deutsche Börse AG Corporate governance statement in accordance with section 289f HGB Opportunities and risks facing Deutsche Börse AG Report on expected developments for Deutsche Börse AG Takeover-related disclosures Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 117 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities Report on expected developments Report on post-balance sheet date events Corporate governance statement Deutsche Börse AG (notes based on HGB) Business and operating environment Results of operations of Deutsche Börse AG Financial position of Deutsche Börse AG Assets of Deutsche Börse AG Deutsche Börse AG employees Remuneration report of Deutsche Börse AG Corporate governance statement in accordance with section 289f HGB Opportunities and risks facing Deutsche Börse AG Report on expected developments for Deutsche Börse AG Takeover-related disclosures Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes Cash flow from financing activities amounted to €3,097.0 million in the year under review (2022: €–812.2 million). A dividend of €661.5 million was paid for the 2022 financial year. Bonds were issued for a total of €3 billion to fi- nance the acquisition of SimCorp A/S. Commercial papers were also issued in the reporting year with a nominal value of €530.0 million. Cash and cash equivalents amounted to €–866.1 million as at the reporting date 31 Decem- ber 2023 (2022: €–756.5 million). It is made up of liquid funds of €150.4 million (2022: €442.0 million), less cash-pooling liabilities of €1,016.6 mil- lion (2022: €1,198.5 million). Cash flow statement (condensed) in €m 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 2023 832.1 – 3,819.5 3,097.0 – 866.1 2022 1,209.4 – 392.5 – 812.2 – 756.5 Receivables from and liabilities to affiliated companies include invoices for in- tra-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 €1,474.1 million. Liabilities to affiliated companies resulted mainly from cash-pooling amounting to €1,025.0 million (2022: €1,199.6 million) and trade liabilities of €80.8 million (2022: €84.8 million). Concerning the change in treasury shares we refer to the more detailed com- ments in the notes to the financial statements of Deutsche Börse AG in accord- ance with Section 315 (2) sentence 2 HGB. Deutsche Börse AG employees The number of employees (as defined by HGB)1 at Deutsche Börse AG rose by 860 in the reporting year and totalled 2,570 as at 31 December 2023 (31 December 2022: 1,710). The average number of employees at Deutsche Börse AG in the 2023 financial year was 2,158 (2022: 1,701). As at 31 December 2023, the non-current assets of Deutsche Börse AG amounted to €12,780.5 million (2022: €8,805.5 million). At €12,522.3 mil- lion, most of the non-current assets consisted of shares in affiliated companies (2022: €8,024.7 million). The increase in financial year 2023 is primarily due to the acquisition of SimCorp A/S for €3.9 billion. Deutsche Börse AG has employees at eight locations around the world. Two offices were opened – in Czech Republic and Ireland – in 2023. During the 2023 financial year, 138 employees left Deutsche Börse AG, resulting in a staff turnover rate of 6 per cent. Deutsche Börse AG employees are 41 years old on average and have been with the company for an average of 8 years. Deutsche Börse AG’s investments in intangible assets and property, plant and equipment totalled €37.6 million during the year under review (2022: €128.2 million) and were thus lower than in the previous year. Depreciation and amortisation in 2023 amounted to €73.9 million (2022: €73.6 million). 1 Employees do not include the company’s legal representatives, apprentices and employees on parental leave. PDF (A4) Deutsche Börse Group – Annual report 2023 118 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Corporate governance statement ments and notes 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 ref- erence is made to the “Remuneration report” which is published alongside the annual report. 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 finan- cial statements of Deutsche Börse AG. The description of the internal control system (ICS), required by section 289 (4) HGB, is provided in the Risk report section. Corporate governance statement in accordance with 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 pro- cesses to manage these are largely the same as for Deutsche Börse Group, so reference is made to the “Risk report” and the “Report on opportunities”. As a rule, Deutsche Börse AG shares the opportunities and risks of its equity invest- ments 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 at the reporting date, there were no risks jeopardising the company’s existence. Further information on the letter of Report on expected developments for Deutsche Börse AG The expected developments in Deutsche Börse AG’s business are largely sub- ject to the same factors as those influencing Deutsche Börse Group. However, the revenue of Deutsche Börse AG is largely determined by the Trading & Clearing segment, whereby this is mostly generated via Eurex Frankfurt AG (EFAG) and Eurex Clearing AG (ECAG) in the form of revenue transfers (opera- tional management structure). Additional factors affecting future earnings at Deutsche Börse AG are the in- vestment income from affiliated companies and income from profit transfer agreements. Deutsche Börse AG expects sales of more than €1.7 billion and EBITDA of more than €1.6 billion for 2024. Further comments on Deutsche Börse AG can be found in the “Report on ex- pected developments" section. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Non-financial declaration Risk report Report on opportunities Report on expected developments Report on post-balance sheet date events Corporate governance statement Deutsche Börse AG (notes based on HGB) Business and operating environment Results of operations of Deutsche Börse AG Financial position of Deutsche Börse AG Assets of Deutsche Börse AG Deutsche Börse AG employees Remuneration report of Deutsche Börse AG Corporate governance statement in accordance with section 289f HGB Opportunities and risks facing Deutsche Börse AG Report on expected developments for Deutsche Börse AG Takeover-related disclosures Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 119 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Risk report Report on opportunities Report on expected developments Report on post-balance sheet date events Corporate governance statement Deutsche Börse AG (notes based on HGB) Takeover-related disclosures Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Takeover-related disclosures ments and notes 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 sec- tions 289a sentence 1 and 315a sentence 1 of the German Commercial Code (HGB) as at 31 December 2023: 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 or- dinary 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 war- rants 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 reso- lution 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 conver- sion 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 Arti- cle 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. Fur- thermore, shares held by Deutsche Börse AG as treasury shares are exempted from the exercise of any rights according to section 71b AktG. Under the Wertpapierhandelsgesetz (WpHG, German Securities Trading Act), any investor whose shareholding reaches, exceeds or falls below specified vot- ing right thresholds as a result of purchase, sale or any other transaction is re- quired to notify the company and Bundesanstalt für Finanzdienstleistung- saufsicht (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. 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 accord- ance 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 the Aktiengesetz. 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 suffi- cient where this is legally permissible. PDF (A4) Deutsche Börse Group – Annual report 2023 120 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Risk report Report on opportunities Report on expected developments Report on post-balance sheet date events Corporate governance statement Deutsche Börse AG (notes based on HGB) Takeover-related disclosures Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Takeover-related disclosures ments and notes Subject to the approval of the Supervisory Board, the Executive Board is au- thorised 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. How- ever, 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 ex- clude shareholders’ pre-emptive rights if the total number of shares that are is- sued during the term of authorisation and that exclude shareholders’ pre-emp- tive 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 Execu- tive Board can exclude in certain cases, subject to the approval of the Supervi- sory Board in each case. The Executive Board is authorised to exclude share- holders’ 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 compa- nies or other assets; or (3) with respect to fractional amounts. However, ac- cording to the authorisation, the Executive Board may only exclude sharehold- ers’ 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 (4) of the Articles of Association of Deutsche Börse AG. 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 Execu- tive 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 share- holders’ 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 Arti- cles of Association of Deutsche Börse AG. Subject to the approval of the Supervisory Board, 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 17 May 2027 by issuing new no- par value registered shares in exchange for cash and/or non-cash contributions (authorised capital IV). Shareholders must be granted pre-emptive rights un- less the Executive Board makes use of the authorisation granted to it to ex- clude such rights, subject to the approval of the Supervisory Board. The Execu- tive Board is authorised to exclude shareholders’ pre-emptive rights for frac- tional amounts with the approval of the Supervisory Board. 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 authori- sation and that exclude shareholders’ pre-emptive rights does not exceed 10 per cent of the share capital. The full authorisation is derived from Article 4 (6) of the Articles of Association of Deutsche Börse AG. PDF (A4) Deutsche Börse Group – Annual report 2023 121 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Risk report Report on opportunities Report on expected developments Report on post-balance sheet date events Corporate governance statement Deutsche Börse AG (notes based on HGB) Takeover-related disclosures Consolidated financial statements/notes Remuneration report Further information Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Takeover-related disclosures ments and notes 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 at- tributed to it in accordance with sections 71a et seq. AktG, may at no time ex- ceed 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 com- pany in full or in part on one or more occasions. However, it may also be exer- cised 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 of- fers of sale addressed to the company’s shareholders; (3) by issuing tender rights to shareholders; or (4) using derivatives (put options, call options, for- ward purchases or a combination of put options, call options and forward pur- chases). 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. The following material agreements of the company are subject to a change-of- control clause following a takeover bid:  On 21 March 2023, Deutsche Börse AG and its subsidiary Clearstream Banking S.A. entered into a 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 ow- ing 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 is- sue 2020/2047 (hybrid bond), and the terms of Deutsche Börse AG’s €500.0 million fixed-rated bond issue 2022/2048, 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 re- deem 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 per- son 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 Meet- ings 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 €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, the terms of Deutsche Börse AG’s €500.0 million fixed-rate bond issue 2021/2031, the terms of Deutsche Börse AG’s €600.0 million fixed-rate bond issue 2022/2032, the terms of Deutsche Börse AG’s €1,000.0 million fixed-rate bond issue 2023/2026, the terms of Deutsche Börse AG’s €750.0 million fixed-rate bond issue 2023/2029 and the terms of Deutsche Börse AG’s €1,250.0 million fixed- rate bond issue 2023/2033, the holders of the respective bonds have a ter- mination right in the event of a change of control (as defined in the terms of the 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 PDF (A4) Deutsche Börse Group – Annual report 2023 122 Deutsche Börse Group – Annual report 2023 Executive Board & Supervi- Combined management report Consolidated financial state- Remuneration report Further information sory Board Takeover-related disclosures ments and notes 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 unse- cured 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. Executive and Supervisory Board Combined management report Deutsche Börse: Fundamental information about the Group Strategy and steering parameters Economic situation Risk report Report on opportunities Report on expected developments Report on post-balance sheet date events Corporate governance statement Deutsche Börse AG (notes based on HGB) Takeover-related disclosures Consolidated financial statements/notes Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 123 Deutsche Börse Group – Annual report 2023 Consolidated financial statements /notes 125 Consolidated income statement 126 Consolidated statement of comprehensive income 127 Consolidated balance sheet 129 Consolidated cash flow statement 131 Consolidated statement of changes in equity 133 Notes to the consolidated financial statements 141 Notes on the consolidated income statement 154 Notes on the consolidated statement of financial position 208 Other disclosures 238 Responsibility statement by the Executive Board 239 Independent Auditor’s Report Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Consolidated income statement for the period 1 January to 31 December 2023 in €m Note 2023 20221 in €m Sales revenue Treasury result from banking and similar business Other operating income Total revenue Volume-related costs Net revenue (total revenue less volume-re- lated costs) Staff costs Other operating expenses Operating costs 4 4 4 5,133.2 4,692.3 Earnings before interest and tax (EBIT) 961.5 39.8 6,134.5 532.2 108.7 5,333.2 Financial income Financial expense Earnings before tax (EBT) 4 – 1,057.9 – 995.6 Income tax expense 5,076.6 4,337.6 5 6 – 1,422.5 – 695.8 – 2,118.3 – 1,212.7 – 609.5 – 1,822.2 Net profit for the period Net profit for the period attributable to Deutsche Börse AG shareholders Net profit for the period attributable to non-controlling interests Result from financial investments 8 – 14.0 10.2 Result of the equity method measure- ment of associates Other result Earnings before interest, tax, depreciation and amortisation (EBITDA) 1.8 – 15.8 6.8 3.4 2,944.3 2,525.6 Depreciation, amortisation and impairment losses Earnings before interest and tax (EBIT) 10, 11 – 418.4 2,525.8 – 355.6 2,170.0 Earnings per share (basic) (€) Earnings per share (diluted) (€) 1) Previous year adjusted, see note 3. Note 2023 20221 2,525.8 2,170.0 8 8 46.6 – 120.6 32.8 – 96.4 2,451.8 2,106.5 9 – 654.9 1,796.8 – 543.3 1,563.2 1,724.0 1,494.4 72.8 68.8 22 22 9.35 9.34 8.14 8.12 PDF (A4) Gruppe Deutsche Börse – Annual Report 2023 125 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Consolidated statement of comprehensive income for the period 1 January to 31 December 2023 in €m 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 Items that may be reclassified subsequently to profit or loss: Exchange rate differences 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 Deutsche Börse AG shareholders thereof non-controlling interests Note 2023 2022 1,796.8 1,563.2 – 28.7 25.5 0 7.8 4.6 16 16 – 53.0 16 – 0.1 26.8 – 7.3 – 33.5 – 28.9 132.3 – 37.5 0.8 – 36.9 58.7 226.7 – 0.3 53.7 – 30.1 250.0 308.7 1,767.9 1,700.7 67.3 1,871.9 1,784.6 87.3 PDF (A4) Gruppe Deutsche Börse – Annual Report 2023 126 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated balance sheet Consolidated financial statements/notes as at 31 December 2023 Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Assets in €m 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 Financial assets measured at FVOCI Strategic investments Assets Note 31 Dec 2023 31 Dec 20221 in €m Note 31 Dec 2023 31 Dec 20221 23,416.7 20,758.4 CURRENT ASSETS 214,310.2 248,145.2 10 12,478.6 8,610.0 Financial assets measured at amortised cost 12 11 1,111.7 8,213.3 595.2 Trade receivables 5,913.7 Other financial assets at amortised cost 118.3 158.5 3,035.3 1,942.6 605.6 426.2 49.3 631.2 437.0 45.3 116.3 132.7 13.8 16.2 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 Total assets 12 9,870.4 11,322.8 1) Previous year adjusted, see note 3. 222.7 182.8 1,832.2 2,289.2 18,046.2 18,670.8 53,669.4 93,538.3 1,655.1 1,275.6 137,904.9 129,932.8 31.9 105.2 15.8 79.3 12 9 13, 14 1,065.4 2,343.3 237,726.9 268,903.5 Financial assets measured at amortised cost 12 1,801.9 1,894.7 Financial assets at FVPL Financial instruments held by central counterparties Other financial assets at FVPL Investment in associates Other non-current assets Deferred tax assets 7,667.6 9,078.4 178.2 114.5 274.2 73.3 166.8 111.5 21.1 61.8 13 9 PDF (A4) Deutsche Börse Group – Annual report 2023 127 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Equity and liabilities in €m 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 Note 31 Dec 2023 31 Dec 20221 in €m Equity and liabilities 31 Dec 2023 Note 31 Dec 2023 31 Dec 20221 15 190.0 1,501.6 – 351.0 428.9 7,892.0 9,661.5 438.7 190.0 1,370.8 – 449.6 416.6 6,944.0 8,471.8 589.1 CURRENT LIABILITIES Income tax liabilities Current employee liabilities Other current provisions Financial liabilities at amortised cost Trade payables Other financial liabilities at amortised cost Cash deposits by market participants 17, 18 19 12 10,100.2 9,060.9 Financial liabilities at FVPL 12 211,420.0 245,658.8 439.2 341.3 123.8 335.4 262.9 164.3 1,514.2 2,039.8 17,177.6 17,482.8 53,401.3 93,283.1 137,341.9 129,568.8 16.0 119.3 16,206.7 14,183.8 17, 18 18, 19 151.5 47.7 119.8 14.9 Financial instruments held by central counterparties Other financial liabilities at FVPL Other current liabilities 13, 20 1,064.8 2,402.3 12 12 13 9 7,484.0 4,535.0 Total liabilities 227,626.7 259,842.6 7,667.6 9,078.4 51.1 15.6 789.2 32.9 14.6 388.2 Total equity and liabilities 237,726.9 268,903.5 1) Previous year adjusted, see note 3. PDF (A4) Deutsche Börse Group – Annual report 2023 128 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Consolidated cash flow statement for the period 1 January to 31 December 2023 Note 2023 2022 in €m Note 2023 2022 in €m Net profit for the period 1,796.8 1,563.2 Payments to acquire intangible assets Depreciation, amortisation and impairment losses 10,11 418.4 355.6 Payments to acquire property, plant and equipment Increase/(Decrease) in non-current provisions Deferred tax expense/(income) Cash flows from derivatives Other non-cash expense/(income) Changes in working capital, net of non-cash items: Decrease/(Increase) in receivables and other assets (Decrease)/Increase in current liabilities Increase/(Decrease) in non-current liabilities Net (gain)/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 9 7.8 13.0 24.5 108.0 113.7 – 9.9 64.6 67.1 104.8 54.0 484.7 – 1,417.5 – 452.8 1,472.9 81.9 0.1 – 1.4 – 57.9 2,482.4 2,141.6 2,160.2 – 2,093.6 432.6 – 90.5 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 decrease in current receivables and securities from banking business with an original term greater than three months Net increase/(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 – 218.4 – 49.5 – 318.1 – 1.4 – 215.6 – 109.6 – 850.9 – 13.5 – 3,842.2 – 185.5 0 27.1 287.2 240.4 86.1 – 343.6 59.1 0.1 44.6 0.1 Cash flows from operating activities 21 2,549.0 2,483.6 Cash flows from investing activities 21 – 3,997.2 – 1,406.5 PDF (A4) Deutsche Börse Group – Annual report 2023 129 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information in €m Note 2023 2022 in €m Note 2023 20221 Proceeds from sale of treasury shares Proceeds from non-controlling interests Payments (dividends) to non-controlling interests Net effects from transactions with equity holders (without loss of control over the subsidiary) Proceeds of long-term financing Repayment of long-term financing Repayment of short-term financing Proceeds from short-term financing Payments of lease liabilities in accordance with IFRS 16 Dividends paid Cash flows from financing activities 0 7.4 11.9 0 Net change in cash and cash equivalents (brought forward) 845.2 126.0 – 19.9 – 37.8 Effect of exchange rate differences – 1.7 – 37.8 120.7 0 2,968.8 1,079.3 – 42.0 0 – 126.5 – 2,397.0 129.9 1,056.0 16 21 – 83.6 – 661.5 2,293.4 – 75.9 – 587.6 – 951.1 Cash and cash equivalents at beginning of period 2,111.6 Cash and cash equivalents at end of period 21 2,955.2 Interest-similar income received Dividends received Interest paid Income tax paid 1) Previous year adjusted, see note 3. 2,634.2 9.9 – 1,800.5 – 576.5 2,023.4 2,111.6 1,197.6 24.2 – 660.5 – 365.4 Net change in cash and cash equivalents 845.2 126.0 PDF (A4) Deutsche Börse Group – Annual report 2023 130 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Consolidated statement of changes in equity for the period 1 January to 31 December 2022 in €m Subscribed capital Share premium Treasury shares Revaluation surplus Retained earnings Shareholders' equity Non-controlling interests Total equity Attributable to owners of Deutsche Börse AG Balance as at 31 December 2021 Retrospective adjustment1 Balance as at 1 January 2022 Net profit for the period Other comprehensive income after tax Total comprehensive income Other adjustments Sale of treasury shares 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 Balance as at 31 December 2022 1) Previous year adjusted, see Note 3. 190.0 1,359.6 – 458.2 – – – 190.0 1,359.6 – 458.2 – 61.7 281.9 220.2 6,178.3 – 281.9 5,896.4 7,208.0 534.3 7,742.3 – – 7,208.0 534.3 – – – – – – – – – – – – – – – 0.5 10.7 – – – – – – – – 0.4 8.2 – – – – – 1,494.4 1,494.4 193.7 193.7 96.5 290.2 1,590.9 1,784.6 – – – 2.7 – – – – 1.9 – – – 48.3 – 2.2 – 587.6 – 543.3 – 1.9 0.8 19.0 2.7 48.3 – 2.2 – 587.6 – 520.8 11.2 8.6 2.7 190.0 1,370.8 – 449.6 416.6 6,944.0 8,471.8 68.8 18.5 87.3 0.1 – – – 28.2 – 24.2 – 36.6 – 32.5 589.1 – 7,742.3 1,563.2 308.7 1,871.9 – 1.8 0.8 19.0 2.7 76.5 – 26.4 – 624.2 – 553.3 9,060.9 131 PDF (A4) Deutsche Börse Group – Annual report 2023 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Consolidated statement of changes in equity for the period 1 January to 31 December 2023 Attributable to owners of Deutsche Börse AG in €m Subscribed capital Share premium Treasury shares Revaluation surplus Retained earnings Shareholders' equity Non-controlling interests Total equity Balance as at 1 January 2023 Profit for the period Other comprehensive income Total comprehensive income Other adjustments Sales under the Group Share Plan Increase in share-based payments Transactions with non-controlling interests Dividends paid Transactions with shareholders Balance as at 31 December 2023 190.0 1,370.8 – 449.6 416.6 6,944.0 8,471.8 589.1 – – – – – – – – – – – – – 11.9 – 118.8 – 130.8 – – – – 9.3 – 89.2 – 98.6 – 1,724.0 1,724.0 – 1.7 – 1.7 – 0.3 – 14.4 – – 14.1 – 21.6 – 23.3 1,702.4 1,700.7 1.2 – – 25.3 – 68.8 – 661.5 – 754.4 0.9 21.3 – 10.9 139.2 – 661.5 – 511.0 72.8 – 5.6 67.3 0.2 – 0.8 – 198.8 – 19.9 – 217.6 9,060.9 1,796.8 – 28.9 1,767.9 1.1 21.3 – 10.1 – 59.6 – 681.3 – 728.6 190.0 1,501.6 – 351.0 428.9 7,892.0 9,661.5 438.7 10,100.2 PDF (A4) Deutsche Börse Group – Annual report 2023 132 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Notes to the consolidated financial statements Basis of preparation 01 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, Ger- many, and is registered in the commercial register B of the Frankfurt/Main Lo- cal Court (Amtsgericht Frankfurt am Main) under HRB 32232. Deutsche Börse AG and its subsidiaries provide their clients with a broad range of products and services along the value chain of financial market transactions. Their offer- ing ranges from portfolio management software, analytics solutions, the ESG business and index development, via services for trading, clearing and settling orders through to custody services for securities and funds, and liquidity and collateral management services. We also develop and operate the IT systems and platforms that support all these processes. In addition to securities, our platforms are also used to trade derivatives, commodities, foreign exchange and digital assets. Moreover, Deutsche Börse AG has a stock exchange licence and certain subsidiaries of Deutsche Börse AG have a banking licence and of- fer 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 further details on internal organisation and reporting see the section “Funda- mental information about the Group” in the combined management report. Basis of reporting The 2023 consolidated financial statements have been prepared in compli- ance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Standards Board (IASB) and the related interpreta- tions 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 appli- cation of international accounting standards. The disclosures required in accordance with Handelsgesetzbuch (HGB, Ger- man 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 consoli- dated financial statements, is included in the chapter Regulatory capital re- quirements and regulatory capital ratios in the Risk report section in the com- bined management report. PDF (A4) Deutsche Börse Group – Annual report 2023 133 Deutsche Börse Group – Annual report 2023 The consolidated financial statements have been prepared on a going concern basis. Standard/Amendment/Interpretation Application date Effects All accounting policies, estimates, measurement uncertainties, and discretion- ary judgements referring to specific subject matter are described in the corre- sponding note. Such disclosures are focused on applicable accounting options under IFRS. 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 fi- nancial statements have been prepared on the basis of the Group-wide ac- counting policies based on IFRS that are described in the following. They were applied consistently to the periods shown. Assets and liabilities and items in the consolidated statement of comprehen- sive income and any mandatory disclosures are listed separately if they are material. We define as material a proportion of around 10 per cent of the rele- vant total. New accounting standards – implemented in the year under review All the mandatory standards and applications endorsed by the European Com- mission were applied by us in the reporting year 2023. They were not applied earlier than required. IAS 1 IAS 8 Amendments to IAS 1 and IFRS Prac- 1 Jan 2023 See notes tice Statement 2 on materiality Clarification on how to better distin- guish changes in accounting policy from changes in accounting estimate 1 Jan 2023 none IAS 12 Amendments with respect to deferred 1 Jan 2023 See notes tax relating to assets and liabilities aris- ing from a single transaction IAS 12 Amendments to the international tax re- 1 Jan 2023 See notes form – Pillar II model rules IFRS 17 Insurance contracts IFRS 17, IFRS 9 Initial application of IFRS 17 and IFRS 9 – Comparative information 1 Jan 2023 See notes 1 Jan 2023 none 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. These amendments have no material effect on the Group’s financial performance or financial position. The Amendments to Deferred Tax related to Assets and Liabilities arising from a Single Transaction The amendment to IAS 12 (Income Taxes) relates to the recognition of de- ferred taxes in connection with transactions that give rise to equal amounts of taxable and deductible temporary differences on first-time recognition. The amendment makes it clear that the non-recognition of deferred taxes when an asset or liability is recognised for the first time outside a business combination does not apply to these transactions. These amendments, which typically ap- ply to leases from the lessor perspective and to restoration obligations, do not PDF (A4) Deutsche Börse Group – Annual report 2023 134 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statements Notes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 have any material impact on the Group’s financial performance or financial po- sition. IAS 12 Pillar II Model Rules In October 2021, more than 135 countries agreed to introduce a global mini- mum tax rate for multinational groups with consolidated annual sales of at least €750 million as part of the OECD/G20 Inclusive Framework on Base Ero- sion and Profit Shifting (BEPS). The reform project known as Pillar II Model Rules pursues the goal of ensuring effective minimum taxation of profits of af- fected multinational corporations at 15 per cent per jurisdiction. The aim is to limit international tax competition and ensure fair and appropriate taxation. The Pillar II Model Rules were published by the OECD in December 2021 and on 12 December 2022 the EU member states agreed on a directive for the ef- fective minimum taxation of multinational corporations that has to be trans- posed into national law by 31 December 2023. The German parliament passed the Minimum Taxation Directive - Transposition Act on 10 December 2023 with effect for financial years starting on or after 01 January 2024; cor- responding rules also apply in the great majority of jurisdictions outside the EU that are relevant for us. Since our subsidiaries and permanent establishments are predominantly domi- ciled in jurisdictions whose nominal tax rate is above the minimum tax rate of 15 per cent, we do not expect any material tax impact for 2024, the first year of application. The amendments to IAS 12 provide for a temporary exemption from the obliga- tion to recognise deferred taxes in connection with the introduction of the global minimum tax rate. IFRS 17 “Insurance Contracts” The new accounting standard IFRS 17 (Insurance Contracts) was published in May 2017 and replaces the IFRS 4 standard. Generally speaking, the new standard is not only relevant to insurance companies, but to all entities that is- sue insurance contracts within the scope of the standard. It is not relevant for accounting by the insured party, however. IFRS 17 aims for the consistent, rules-based accounting treatment of insurance contracts and provides for in- surance liabilities to be measured at their current settlement value. Further- more, the objective is to form a uniform basis regarding the recognition, meas- urement and presentation of insurance contracts, including the notes. The standard is 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. The revised version of IFRS 17 has no impact on the Group’s financial performance or financial position. 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 en- dorsement by the EU was still pending or the application was not mandatory. The new or amended standards and interpretations must be applied for finan- cial years beginning on or after the respective effective date. Even though early application may be permitted for some standards, Deutsche Börse Group does not usually use any early application options. PDF (A4) Deutsche Börse Group – Annual report 2023 135 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statements Notes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Standard/Amendment/Interpretation IAS 1 Amendments in classification of liabilities as current or non-current and amend- ments in the classification of liabilities with covenants IAS 7 and IFRS 7 Amendment to supplier finance arrange- ments disclosure IAS 21 IFRS 16 Amendments affecting guideline IAS 21: lack of exchangeability Amendments in the accounting for lease liabilities in sale and leaseback transac- tions on seller/lessee Application date Effects 1 Jan 2024 See notes 1 Jan 2024 1 Jan 2025 none none 1 Jan 2024 See notes Amendments to IFRS 16 concerning accounting by the seller-lessee for lia- bilities under sale and leaseback transactions. The amendments relate to the measurement of lease liabilities under sale and leaseback transactions and require a seller-lessee to subsequently measure lease liabilities arising from a leaseback in such a way that it does not recog- nise any amount of the gain or loss that relates to the right of use it retains. The new examples explain various different procedures, particularly for varia- ble lease payments. The amendments are applicable to financial years begin- ning on or after 1 January 2024. The IASB permits the amendments to be ap- plied earlier, subject to an EU endorsement. These amendments are not ex- pected to have an impact on the Group’s financial performance or financial po- sition. The amendment to IAS 1 Amendments to the Classification of Liabilities as Current or Non-current and Amendments to the Classification of Liabilities with Covenants The amendments relate to the classification of liabilities with covenants. The IASB clarified that covenants that have to be met before or on the reporting date may have an effect on classification as current or non-current. Covenants that only have to be met after the reporting date do not affect the classification, however. Rather than being considered as part of the classification, any such covenants should be disclosed in the notes. This is intended to enable users of financial statements to judge whether non-current liabilities could become due within twelve months. These amendments have no material effect on the Group’s financial performance or financial position. 02 Consolidation principles Intra-Group assets and liabilities are eliminated. Income arising from intra- Group transactions is netted against the corresponding expenses. Intercom- pany 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. PDF (A4) Deutsche Börse Group – Annual report 2023 136 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statements Notes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 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-mon- etary balance sheet items recognised at historical cost are measured at the ex- change 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 result of banking and similar business or as result from financial investments in the pe- riod 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. 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 euros at the spot rate and equity items at historical rates. The positions in the consolidated income statement are converted at average ex- change rates for the reporting period. Resulting exchange differences are rec- ognised directly in “revaluation surplus”. Resulting exchange differences are recognised without effect on profit or loss in the revaluation reserve. 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 real- ised. The following euro exchange rates of consequence to Deutsche Börse Group were applied: Exchange rates Average rate 2023 Average rate 2022 Closing price as at 31 Dec 2023 Closing price as at 31 Dec 2022 Swiss francs CHF (Fr.) 0.9736 1.0030 US dollars USD (US$) 1.0810 1.0524 0.9306 1.1065 0.9864 1.0671 Czech koruna CZK (Kč) 24.0165 24.5458 24.6996 24.1469 Singapore dollar SGD (S$) 1.4506 1.4491 British pound GBP (£) 0.8712 0.8547 Danish kroner DKK (dKr.) 7.4493 7.4398 1.4594 0.8683 7.4542 1.4309 0.8850 7.4364 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 oper- ation 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 the re- valuation reserve and are reclassified from equity to the consolidated income statement when the net investment is sold. PDF (A4) Deutsche Börse Group – Annual report 2023 137 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statements Notes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 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 re- sulting 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 com- pany. 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 subse- quent periods at cost less accumulated impairment losses. Non-controlling in- terests are measured at the acquisition date by the corresponding proportion of the identifiable net assets of the acquired entity. Deutsche Börse AG’s equity interests in subsidiaries and associates included in the consolidated financial statements as at 31 December 2023 are presented in the list of shareholdings in note 34. Material acquisitions Acquisition of SimCorp A/S, Copenhagen, Denmark (SimCorp) On 22 September 2023 Deutsche Börse announced the final result of the pub- lic takeover offer for SimCorp A/S , Copenhagen, Denmark (SimCorp). Includ- ing the shares bought directly on the market, Deutsche Börse held more than 90 per cent of all SimCorp shares (not including treasury shares held by SimCorp). After the successful completion of the public takeover on Friday, 29 September 2023, Deutsche Börse AG exercised its right to acquire all the SimCorp shares from the remaining minority shareholders (Squeeze-out). Since 31 October 2023 Deutsche Börse AG holds 100 per cent of the outstanding shares in SimCorp. SimCorp and its subsidiaries have been fully consolidated in Deutsche Börse Group since 29 September 2023. The SimCorp business was allocated to the new Investment Management Solutions segment from the fourth quarter of 2023 onwards, where the activities of the previous Data & Analytics segment are also reported. Initial consolidation of SimCorp in the consolidated financial statements took place using the purchase method. Significant revenue and cost synergies are expected from the transaction, which are reflected in the goodwill resulting from the transaction. The identifiable assets and liabilities of SimCorp 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 impair- ment losses. 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 intangible assets. PDF (A4) Deutsche Börse Group – Annual report 2023 138 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statements Notes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Goodwill resulting from the business combination with SimCorp A/S, Copenhagen, Denmark (SimCorp) in €m Consideration transferred Purchase price in cash Financial liability1 Total consideration Acquired assets and liabilities Customer relationships Trade names Software Property, plant and equipment Non-current contract assets Other non-current assets Deferred tax assets Current contract assets Other current assets Trade receivables Acquired bank balances Deferred tax liabilities Miscellaneous non-current liabilities Contract liabilities Miscellaneous current liabilities Total assets and liabilities acquired Goodwill (not tax-deductible) Preliminary goodwill calculation 29 Sep 2023 3,747.6 139.7 3,887.3 848.7 359.3 423.1 37.1 185.3 18.8 4.0 86.1 17.1 79.0 54.8 – 390.2 – 49.6 – 39.8 – 82.0 1,551.7 2,335.6 1) At the acquisition date of 29 September 2023, there was still a financial liability for the planned squeeze- out, which was completed on the balance sheet date of 31 December 2023. The full consolidation of SimCorp resulted in an increase in net revenues of €198.0 million as well as in an increase in profit after tax of €12.3 million. If the company had been consolidated as at 1 January 2023, this would have resulted in an increase in net revenues of €544.1 million as well as in an de- crease of profit after tax of €– 69.3 million, including the financing costs. 03 Adjustments As at 31 December 2023 Deutsche Börse Group made various changes in presentation and reclassifications in the consolidated statement of financial po- sition and the consolidated statement of changes in equity. The published fig- ures as at 31 December 2022 have been adjusted accordingly. These are purely changes in presentation, which had no effect on net income for the pe- riod or total comprehensive income. Adjustments relating to the SAP S/4 HANA transformation We adjusted the structure of the consolidated statement of financial position when the new Group account structure was drawn up in the course of our SAP S/4 HANA transformation, because it is more transparent and logical to pre- sent all benefits to employees in separate balance sheet items, in order to em- phasise the importance of these obligations. We also brought the presentation within Group equity into line with the current market standard, in order to make the financial information more comparable. The presentation of certain liabilities from clearing transactions was also sharpened. Equity  The currency translation reserve previously reported as part of retained earn- ings will henceforth be reported as part of the revaluation surplus. This re- sulted in a reclassification to equity of €–145.5 million as at 1 January 2022 and of €–352.1 million as at 31 December 2022. PDF (A4) Deutsche Börse Group – Annual report 2023 139 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statements Notes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023  The cumulative changes from the revaluation of defined benefit obligations are now reported as part of retained earnings and were previously part of the revaluation surplus. This resulted in a reclassification to equity of €–133.2 million as at 1 January 2022 and of €–36.3 million as at 31 December 2022. current liabilities for holiday entitlements, flexitime and overtime credits to the new item “Current employee benefits”. €186.9 million as at 1 January 2022 and €224.9 million as at 31 December 2022 was also reclassified retrospec- tively from other current provisions for share-based payment, bonus and sever- ance payments.  Shares granted as part of stock option programmes and settled in equity in- struments were not presented uniformly within equity hitherto. Certain pro- grammes were previously presented within retained earnings and will now be presented on a uniform basis in the revaluation surplus. This resulted in a retrospective reclassification of €–3.2 million as at 1 January 2022 and of €–5.5 million as at 31 December 2022. Employee benefits We have introduced a new non-current and current balance sheet item, “Em- ployee benefits” (see note 17) to pool pension obligations, other non-current employee benefits and non-current termination benefits. A reclassification from the previous item “Provisions for pensions and other employee benefits” of €149.0 million was made retrospectively as at 01 January 2022 and of €23.9 million as at 31 December 2022. Obligations from early retirement benefits, share-based payments and variable remuneration were also reclassi- fied from other non-current provisions. This resulted in a retrospective reclassi- fication of €14.8 million as at 01 January 2022 and of €95.9 million as at 31 December 2022. €30.6 million as at 1 January 2022, and €38.0 million as at 31 December 2022 was also reclassified retrospectively from other Reclassification of clearing liabilities Liabilities in connection with the processing of clearing transactions that were settled in cash were previously presented in other current liabilities. This differ- ence was identified in the course of the SAP S/4 HANA migration and they were reclassified to “Other financial liabilities at amortised cost”. This resulted in a reclassification of €74.2 million as at 1 January 2022 and of €15.1 mil- lion as at 31 December 2022. The consolidated statement of financial position as at 31 December 2022 was restated accordingly. Reclassifications of financial assets and liabilities under sanctions In prior years, current financial assets and the corresponding current liabilities to which the Group had no access because of international sanctions were presented in the consolidated statement of financial position. The accounting treatment for these items was revised on the basis of a legal analysis. This re- duced the financial assets and financial liabilities in the consolidated state- ment of financial position by €188.0 million as at 1 January 2022 and by €203.8 million as at 31 December 2022. PDF (A4) Deutsche Börse Group – Annual report 2023 140 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statements Notes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Notes on the consolidated income statement 04 Net revenue Investment Management Solutions 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 recogni- tion. Revenue is measured on the basis of the consideration agreed in a cus- tomer contract. The Group recognises revenue when it transfers control over goods or services to the customer. For information on contract assets and lia- bilities, see note 13. Sales revenue We report our sales revenue on the basis of our segment structure. Revenue recognition for the segments’ main product lines, as broken down and reported by us, are described as follows: 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 investments-. The index offering ranges from blue-chip to benchmark to strategy to sustainability to smart-beta indices. The recognition of revenue for index licences is based on fixed payments, vari- able payments (usage-based volumes; mostly assets under management) or a combination of the two. The customer simultaneously receives and consumes the benefits provided by the entity’s performance during the contract term. Revenue is revised when warranted by the circumstances. Increases and de- creases in estimated revenue are reflected in the consolidated income state- ment in the period in which the circumstances that give rise to the revision be- come 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. Software solutions offers its clients risk-analytics and portfolio-construction tools. Customers receive the right to use the intellectual property. The intellec- tual property licences are granted for software products, which are subse- quently referred to as “SaaS Front Office” and “SaaS Middle Office”(Software as a Service). 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 PDF (A4) Deutsche Börse Group – Annual report 2023 141 Deutsche Börse Group – Annual report 2023 is calculated and allocated according to the “expected cost plus a margin” ap- proach. Additional costs are capitalised for multi-year contracts when initiating a contract. ESG’s product portfolio includes Corporate Solutions, ESG Analytics and Gov- ernance Solutions. Most of this revenue stems from fixed-term contracts and recurring services. Revenue is recognised on a pro rata basis over the term of the contracted services to customers. 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 specific point in time and revenue is recognised accordingly when the contractually agreed service is provided. Fees for exceeding the minimum volumes for proxy research and services in con- nection 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 de- termined with reasonable certainty when the contract starts, the variable por- tion of the consideration can only be recognised when the transaction price can be determined. Consideration is generally due 30 days after the invoice date. Upon commencement of the contract, there is an expectation that the period between providing the service and receiving the consideration from the client will be no more than one year, so there is no significant financing com- ponent. For multi-year contracts, additional costs of obtaining a contract are capitalised. SimCorp primarily generates revenues in three categories: revenue from cus- tomers that operate and service their SimCorp solution on their own servers (on-premise), revenues from SaaS solutions, and professional services. The on-premise revenues come from licence fees, software updates and support services. The SaaS revenues come from fees for SaaS licences and SaaS ser- vices, which comprise services and software updates, operating services, in- cluding Platform-as-a-Service/hosting fees, and BPaaS fees (business pro- cesses as a service). Generally speaking, licence fees may stem from subscrip- tions or open-ended licensing agreements. Subscriptions entitle the customer to use the software for a particular period, whereas open-ended software li- cences give the customer the right to use the software for as long as the con- tract for software updates and support is in effect. Revenue from licences is recognised as soon as all the contractual obligations have been satisfied, i.e. the licence has been transferred to the customer and the customer has gained control over the software. Revenue for software updates and support is recog- nised on a linear basis of the term of the contract. SaaS services, which in- clude infrastructure services, operating services, digital portal services, invest- ment accounting services, investment operational services, data management services and regulatory reporting platform services, are recognised over the term of the contract. Fees for professional services result primarily from imple- mentation; revenues are recognised on the basis of work completed for time and service contracts. Fixed fee agreements are recognised on the basis of per- centage of completion, unless the customer is obliged to take delivery. Addi- tional costs are capitalised for multi-year contracts when initiating a contract. PDF (A4) Deutsche Börse Group – Annual report 2023 142 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Cash equities Contracts for trading and clearing of cash market products in securities are ac- counted for in the same way as described in the Financial derivatives section. 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 Exchange Man- agement. 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 securi- ties with definite maturities on the regulated market are realised using the pro- jected 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 measur- ing the percentage of completion of the performance obligation on the basis of projected useful lives is considered appropriate within the meaning of IFRS 15. Listing fees are levied for the activity of all bodies of FWB, which su- pervise the trading and the settlement of trades as well as ensure the proper functioning of all trading activities (permanent possibility to make use of ex- change facilities). Listing fees are recurring fees, which are charged for a ser- vice 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 real- ised in a similar manner. Trading & Clearing Financial derivatives Revenue in the financial derivatives business is generated from fees that are charged for transactions with regard to the matching/registration, administra- tion and regulation of order book and off-book transactions on Eurex Germany. 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, as well as any reductions are specified in price lists and circulars. Rebates depend mainly on monthly volumes or the monthly ful- filment of liquidity provisioning obligations in certain products or product groups. Revenue for transactions in listed derivatives is recognised as soon as con- tracts are matched/registered and there is no unfulfilled obligation towards the customer. In the case of OTC transactions, posting fees are recognised at no- vation on a monthly basis. These fees are recognised at a point in time. Fees for the administration of financial derivative positions are recognised over time as the service is provided until the transaction has been closed, terminated or has matured. Commodities Its product portfolio comprises contracts on power, natural gas and emission allowances, as well as freight rates and agricultural products. Revenue is gen- erated primarily from fees that are charged for exchange trading and clearing of commodities products. Transaction fees are specified in the price list. Rebates are granted primarily in the form of monthly rebates for the provision of a cer- tain 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 for transactions is recognised as soon as contracts are matched/registered, i.e. there is no unfulfilled obligation towards the customer. PDF (A4) Deutsche Börse Group – Annual report 2023 143 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 contract period. Fees collected for administrative services, such as corporate events for securities, are recognised when the agreed service is provided to cli- ents. This occurs when instructions are received and the transactions are pro- cessed. The service has been fulfilled at this point in time. In accordance with the general terms and conditions, customers authorise direct debiting and con- sequently no financing component has been identified. Result of treasury activities in banking and similar business The treasury result of banking and similar business stems mainly from invest- ing 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. As a result of interest rate policies, 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 environ- ment) 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. In addition, impairment losses from financial in- struments as well as income from the reduction of liabilities relating to the banking business are recognised in this item. Foreign exchange In the foreign exchange business, revenue is recognised for the entire trading process of foreign-exchange products and the commissions generated from this in the form of trading fees. Revenue is recognised when the contractually agreed service is provided to customers. The fees include discounts on a monthly basis. Such discounts are considered accordingly in the month in which the services are rendered and reduce the sales revenue of the respective period. Fund Services The Fund services segment provides services to standardise fund processing and to increase efficiency and safety in the investment fund sector. The ser- vices offered include order routing, settlement, asset management, custody services and distribution and placement of investments. Processing fees for fund custody and the management of distribution agreements are recognised over time. Transaction-related fees are recognised at the time the agreed ser- vice is provided. This occurs when instructions are received and the transac- tions are processed. The service has been fulfilled at this point in time. Reve- nue is recognised based on the price specified in the price list and reduced by the corresponding rebates. Securities services The Group generates revenues from infrastructure services and post-trading services, the settlement of securities transactions as well as the custody and administration of securities. The fees are calculated in accordance with the prices set in the price list as well as with any relevant discounts granted. Cus- tomers 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 PDF (A4) Deutsche Börse Group – Annual report 2023 144 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Other operating income Other operating income is income not directly attributable to our typical busi- ness model. Other operating income is usually realised when all opportunities and risks have been transferred. Other operating income comprises, for in- stance, income from subleasing property and income from agency agreements, as well as the reversal of impairments recognised on trade receivables. In ad- dition, valuation effects, such as income from exchange rate differences from non-banking business, are reported under other operating income.  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 parties for the distribution of capital in- vestments,  revenue sharing agreements and maker-taker price models. Volume-related costs are not incurred if the corresponding revenue is no longer generated. Volume-related costs The item “volume-related costs” consists of expenses directly related to reve- nue and which depend directly on the following factors: . PDF (A4) Deutsche Börse Group – Annual report 2023 145 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Composition of net revenue (part 1) in €m 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 Sales revenue Treasury result from banking and similar business Other operating income Volume-related costs Net revenue Investment Management Solutions EESSGG && IInnddeexx Index ESG Other ESG & Index SSiimmCCoorrpp AAxxiioommaa11 On-premises SaaS (incl. Analytics) Other Software Solutions Trading & Clearing Financial derivatives Equities Interest rates Margin fees Other Commodities Power Gas Other Cash equities Trading Other Foreign exchange 613.2 230.7 254.4 128.1 330.3 126.7 157.9 45.7 943.5 616.7 235.1 250.2 131.4 93.4 0 93.4 0 710.1 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1,247.5 1,211.3 136.1 149.6 0.3 0.3 0 0 0.8 0 0.2 0.6 1.1 29.0 0.4 52.7 0.9 0.9 0 0 0.6 0 0.6 0 1.5 18.9 0.4 53.0 571.7 375.5 38.2 262.1 465.5 250.0 103.9 111.6 350.1 155.4 194.7 144.9 607.7 346.9 35.9 220.8 377.2 187.7 91.0 98.5 380.8 197.5 183.3 138.7 0 0 0 0 136.1 149.6 – 83.22 – 67.82 0 0 117.7 108.7 0 0 0 0 117.7 108.7 0.8 0.8 0 0 0.3 0.3 0 0 59.1 1.9 0 0 1.9 9.9 8.3 1.6 0.9 33.3 1.6 0 0 1.6 29.5 21.3 8.2 0 – 47.2 – 25.4 – 12.3 – 9.5 – 34.2 – 0.1 – 33.9 – 0.2 – 81.4 – 41.3 – 20.4 – 11.6 – 9.3 – 18.6 0 – 18.6 0 – 59.9 566.3 205.6 242.1 118.6 296.9 126.6 124.2 46.1 863.2 576.3 215.6 238.6 122.1 75.4 0 75.4 0 651.7 – 148.3 – 145.4 1,264.3 1,234.4 – 101.1 – 31.1 – 0.1 – 16.0 – 20.1 – 8.5 – 2.2 – 9.4 – 66.9 – 33.7 – 33.2 – 6.2 – 99.1 – 32.0 – 0.1 – 14.2 – 12.0 – 4.4 – 1.8 – 5.8 – 66.2 – 38.7 – 27.5 – 5.9 471.0 397.1 91.0 305.2 565.0 241.5 101.7 221.8 293.9 130.8 163.1 139.6 509.0 367.9 117.6 239.9 475.5 183.3 89.2 203.0 344.4 180.4 164.0 132.8 1) SimCorp was only included in the consolidated financial statements from 29 September 2023, which means that no comparison is possible. 2) Reallocation of margin fees to the business areas, which are originally included in interest rates and other. 2,208.0 2,108.0 254.6 258.6 41.7 50.0 – 241.5 – 229.5 2,262.8 2,187.1 PDF (A4) Deutsche Börse Group – Annual report 2023 146 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Composition of net revenue (part 2) in €m Fund Services Fund processing Fund distribution Other Securities Services Custody Settlement Net interest income Other Total Consolidation of internal revenue thereof Investment Management Solutions thereof Trading & Clearing thereof Fund Services thereof Securities Services Sales revenue Treasury result from banking and similar business Other operating income Volume-related costs Net revenue 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 231.3 580.8 96.0 908.1 816.7 179.6 0 224.8 565.0 82.0 871.8 773.9 174.5 0 166.9 150.2 1,163.2 1,098.6 5,222.8 4,788.5 – 89.6 – 70.2 – 6.4 – 0.3 – 96.2 – 78.5 – 5.7 – 0.5 – 12.7 – 11.5 0 0.2 61.9 62.1 0.2 0 645.4 – 0.8 644.8 961.5 0 0 0 0 0 0 0 1.8 1.8 0 0 260.0 11.8 271.8 532.2 0 0 0 0 0 0 0.2 0.3 0.5 0.7 0 0 1.8 2.5 0 7.0 0 7.0 5.9 0.1 0 50.9 56.9 – 17.4 – 13.3 – 495.9 – 482.3 – 17.5 – 9.1 – 530.8 – 504.7 – 202.5 – 194.8 – 65.2 – 69.8 0.1 0 – 32.2 – 39.8 213.9 85.3 140.7 439.9 615.1 114.4 645.5 135.7 211.5 89.7 74.7 375.9 585.0 104.8 260.0 173.1 – 299.8 – 304.4 1,510.7 1,122.9 45.8 115.4 – 1,153.5 – 1,098.5 5,076.6 4,337.6 – 6.0 – 6.7 0 0 – 6.0 – 6.7 0 0 0 0 95.6 1.9 90.6 0.2 2.9 102.9 0 0 0 – 68.3 – 78.5 100.2 0 2.7 78.2 – 0.1 – 9.8 87.8 – 0.5 – 8.8 Group 5,133.2 4,692.3 961.5 532.2 39.8 108.7 – 1,057.9 – 995.6 5,076.6 4,337.6 PDF (A4) Deutsche Börse Group – Annual report 2023 147 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Revenue recognised in the financial year from performance obligations fulfilled or partially fulfilled in prior periods amounted to €14.0 million (2022: €17.7 million). Composition of treasury result from banking and similar business in €m 2023 2022 Interest income from positive interest environment Financial assets measured at amortised cost 2,625.4 613.8 Interest expenses from positive interest environment Financial liabilities measured at amortised cost – 1,698.8 – 295.9 Interest income from negative interest environment Financial liabilities measured at amortised cost 4.2 449.4 Interest expenses from negative interest environment Financial assets measured at amortised cost Net interest income Other valuation result Total – 11.7 919.1 42.4 961.5 – 308.0 459.3 72.9 532.2 The significant increase in interest income and interest expenses from financial instruments measured at amortised cost is driven by the changes in the inter- est rate environment. Other operating income Other operating income of €39.8 million (2022: €108.7 million) results mainly from foreign exchange differences of €7.5 million (2022: €7.8 mil- lion), income from management services of €1.4 million (2022: €0.8 million), income from written-off receivables of €2.0 million (2022: €2.9 million) and rental income from subleases (income from operating leases) of €1.2 million (2022: €0.7 million). 05 Staff costs Composition of staff costs in €m Wages and salaries Share-based payments Pension costs Other staff costs Social security contributions Total 2023 993.1 60.1 55.1 141.3 172.8 2022 862.0 48.5 57.8 99.4 145.0 1,422.5 1,212.7 Wages and salaries include one-off costs for restructuring programmes and severance payments of €55.7 million (2022: €28.0 million). PDF (A4) Deutsche Börse Group – Annual report 2023 148 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 06 Other operating expenses Composition of other operating expenses in €m 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 Supervisory Board remuneration Short-term leases Miscellaneous Total 2023 241.1 196.9 72.0 47.9 31.0 28.3 29.8 7.2 5.0 2.9 33.7 695.8 2022 206.1 166.3 68.1 41.1 26.1 26.5 18.4 11.0 5.1 3.0 37.8 609.5 The costs of IT service providers and other consulting services mainly relate to expenses in connection with software development. These costs also include expenses for strategic consultancy and legal advice, as well as for auditing. Composition of fees paid to the auditor 2023 2022 in €m PwC network Thereof PwC GmbH PwC network Thereof PwC GmbH Statutory audit services Other assurance or valua- tion services Tax advisory services Other services Total 9.1 1.3 0 0.3 10.7 5.1 0.7 0 0.0 5.8 9.2 1.3 0 0.1 10.6 6.0 0.5 0 0.1 6.6 The fee for auditing services“ from PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (PwC) mainly related to the audit of consoli- dated and individual financial statements of Deutsche Börse AG, as well as to various audits of financial statements at subsidiaries. Audit-integrated reviews of interim financial statements were performed. Other assurance services mainly relate to business reviews of internal systems and controls required by law or contract, the voluntary review of the remuneration report and the issu- ance of comfort letters. The fee for other services mostly relates to project-re- lated advisory services for non-regulated subsidiaries. PDF (A4) Deutsche Börse Group – Annual report 2023 149 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 measured reliably. Interest expense is recognised in the period in which it is incurred. Measurement effects from interest rate derivatives, including interest rate hedges, are also shown in this item. The position also includes measure- ment effects from foreign exchange derivatives to the extent that they relate to treasury activities in the non-banking business. Composition of financial income in €m Interest income from financial assets measured at amortised cost Interest income from financial liabilities measured at amor- tised cost Interest income from financial assets measured at fair value through other comprehensive income Result from hedge accounting Fair value gain from foreign currency derivatives Interest income on tax refunds Other interest income and similar income Total 22002233 2022 1 25.6 0.9 0 0 3.6 5.3 11.2 46.6 8.6 2.9 0.1 3.8 14.4 2.5 0.5 32.8 1) The reclassification of fair value gains recognised in other comprehensive income in connection with interest rate hedges was reported under financial income in the previous year. Such interest rate hedges are concluded to hedge the cash flow risk arising from potential interest rate changes. In order to reflect this economic purpose more accurately, the resulting amount was adjusted retrospectively as at 31 December 2022 by €–4.8 million. This led to a reduction of €–4.8 million in financial income in the consolidated income statement as at 31 December 2022 and a corresponding reduction in financial expenses. 07 Result from financial investments Result 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 to the extent that such dividends are not capital repayments. Composition of result from financial investments in €m Result of the equity method measurement of associates 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 22002233 1.8 – 1.8 – 13.8 2.4 – 2.7 – 14.0 2022 6.8 0 2.1 2.5 – 1.2 10.2 For changes in financial investments see note 12. 08 Financial result The financial result comprises interest income and expenses which are not at- tributable 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. In- terest income is recognised when it is probable that the economic benefits as- sociated with the transaction will flow to the entity and the income can be PDF (A4) Deutsche Börse Group – Annual report 2023 150 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Composition of financial expense in €m Interest expense from financial liabilities measured at amor- tised cost2 Transaction cost of financial liabilities measured at amortised cost Interest expense from financial assets measured at amortised cost Interest expense from lease liabilities Fair value loss from foreign currency derivatives Interest expense on taxes Expense of the unwinding of the discount on pension provisions Other interest expense and non-interest expense Total 2023 20221 79.5 48.9 7.1 0.1 8.1 0 7.7 2.7 15.5 120.6 1.4 3.0 6.7 9.5 15.8 1.8 9.3 96.4 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 li- abilities are measured using the tax rates that are currently expected to apply when the temporary differences reverse, based on tax rates that have been en- acted 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 as- sets 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. 1) Previous year adjusted, see note 3. 2) This includes €7.8 million (2022: €4.8 million) time value gains from interest rate swaps designated as hedging instruments to hedge cash flow risk from bond issues. Composition of tax expense in €m 09 Income 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 recog- nised based on the best possible estimate of expected cash outflows. Tax as- sets are recognised if it is considered almost certain 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 liabil- ity approach. The deferred tax calculation is based on temporary differences 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 2023 645.4 638.9 6.5 9.5 9.5 15.2 – 5.7 – 9.5 2022 478.6 513.2 – 34.6 64.7 – 7.4 14.9 7.2 50.0 654.9 543.3 PDF (A4) Deutsche Börse Group – Annual report 2023 151 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Allocation of income tax expense to Germany and foreign jurisdictions Composition of deferred taxes in €m Current income tax expense/(-income) Germany Foreign jurisdictions Deferred income tax expense/(-income) Germany Foreign jurisdictions Total income tax expense 2023 645.4 312.6 332.8 9.5 19.7 – 10.2 654.9 2022 478.6 276.3 202.3 64.7 62.3 2.4 543.3 Tax rates of 27.4 to 31.9 per cent (2022: 27.4 to 31.9 per cent) were used in the reporting period to calculate income taxes for the German Group compa- nies. These reflect trade income tax at rates of 11.6 to 16.1 per cent (2022: 11.6 to 16.1 per cent), corporation tax of 15 per cent (2022: 15 per cent) and the 5.5 per cent solidarity surcharge (2022: 5.5 per cent) on corporation tax. Tax rates of 24.9 to 27.2 per cent (2022: 24.9 to 27.7 per cent) were used for the Group companies in Luxembourg. Tax rates of 11.8 to 31.4 per cent (2022: 9.1 to 34.6 per cent) were applied to the Group companies in the re- maining countries; see Note 34. Current income tax expense was reduced by €2.6 million in the reporting year by the utilisation of previously unrecognised tax loss carryforwards (2022: €2.6 million). Deferred tax assets of €1.0 million were created by previously unrecognised tax losses (2022: €1.7 million). Changes in loss allowances for deductible temporary differences also gave rise to deferred tax expenses of €0.2 million (2022: nil). Deferred tax assets Deferred tax liabilities in €m 31 Dec 2023 31 Dec 2022 31 Dec2023 31 Dec 2022 Intangible assets 81.8 53.1 – 828.4 – 484.8 Internally developed software Other Financial assets Other assets Provisions for pensions and other employee bene- fits Other provisions Liabilities Tax loss and interest car- ryforwards Deferred taxes (before net- ting) thereof recognised in profit and loss thereof recognised in other comprehensive in- come1 15.1 66.7 3.0 72.8 44.9 28.9 46.6 4.9 48.2 4.9 69.5 39.0 17.3 26.5 – 75.4 – 753.0 – 93.3 – 17.1 – 19.3 – 6.2 – 68.1 – 43.2 – 441.6 – 33.2 – 19.0 – 16.7 – 2.9 – 32.5 38.5 52.4 0 0 316.5 262.7 – 1,032.4 – 589.1 290.3 241.9 – 980.5 – 542.2 Deferred taxes set off – 243.2 – 200.9 26.2 20.8 – 51.9 243.2 – 46.9 200.9 Total 73.3 61.8 – 789.2 – 388.2 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”. The following table shows the carrying amounts of deferred tax assets and lia- bilities as at the reporting date by line item or loss carryforwards: At the end of the reporting period, accumulated unused tax losses amounted to €104.6 million (2022: €40.5 million), for which no deferred tax assets were PDF (A4) Deutsche Börse Group – Annual report 2023 152 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 recognised. These unused tax losses are attributable to domestic losses total- ling €1.5 million and to foreign tax losses totalling €103.1 million (2022: Germany €0.2 million, foreign tax losses €40.3 million). Tax losses may be carried forward for up to 7 years in Switzerland. Tax losses arising before 1 January 2018 may be carried forward in the USA for up to 20 years. Losses incurred after 31 December 2017 may be carried forward indefi- nitely, taking into account the minimum taxation rules. Losses generated as of 1 January 2017 will only be able to be carried forward in Luxembourg for a maximum period of 17 years. Losses that arose before 1 January 2017 are not affected by this limitation. Tax losses may be carried forward indefinitely in Singapore. There were no unrecognised deferred tax liabilities on future dividends of sub- sidiaries and associates or on gains from the disposal of subsidiaries and asso- ciates in the reporting period (2022: none). Reconciliation from expected to reported income tax expense in €m 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 Changes in valuation allowance for deferred tax assets Effects from changes in tax rates Other Income tax expense arising from current year Income taxes for previous years Income tax expense 2023 2022 2,451.8 2,106.5 637.5 – 9.0 23.8 – 2.7 – 2.5 10.3 – 5.7 6.2 657.9 – 3.0 654.9 547.7 – 12.1 21.4 – 23.9 – 3.8 0 7.2 – 8.6 527.9 15.4 543.3 To determine the expected income tax expense, earnings before tax have been multiplied by the composite tax rate of 26 per cent assumed for 2023 (2022: 26 per cent). As at 31 December 2023, the reported income tax rate was 26.7 per cent (2022: 25.8 per cent). PDF (A4) Deutsche Börse Group – Annual report 2023 153 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Notes on the consolidated statement of financial position Stock exchange licences and certain trade names have an indefinite useful life. The intention is also to keep them as part of the general company strategy. Their useful lives are therefore assumed to be indefinite. Intangible assets are derecognised on disposal or when no further economic benefits are expected to flow from them. 10 Intangible assets Recognition and measurement Impairment tests 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 releases 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. 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 value in use and fair value less costs of disposal) to determine the amount of any potential impairment. Purchased software is generally amortised based on the projected useful life. The expected useful life is 3 to 7 years, depending on the individual purchase. 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. 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 de- termined for an asset, the recoverable amount of the cash-generating unit (CGU) to which the asset can be allocated is determined. The other intangible assets were largely acquired within the context of busi- ness combinations and refer to exchange licences, trade names,customer rela- tionships and order backlog. The acquisition costs correspond to the fair val- ues as at the acquisition date. Depending on the relevant acquisition transac- tion, the expected useful life is 5 to 20 years for trade names with finite useful lives, 4 to 24 years for participants, customer relationships and order backlog, and 2 to 20 years for other miscellaneous intangible assets. 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 on CGUs with allocated goodwill are carried out on 1 October every financial year. If the estimated re- coverable 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. PDF (A4) Deutsche Börse Group – Annual report 2023 154 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information At the acquisition date, goodwill is allocated to the CGU, 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 segmenta- tion, 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 impair- ment at which we monitor the respective goodwill. An impairment loss is rec- ognised if the carrying amount of the CGU, or groups of CGUs, to which good- will 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 al- located to the goodwill, then to the other assets in proportion to their carrying amounts. capital are determined for each (group of) CGU(s), for the purpose of discount- ing 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 as- sumptions or general business development assumptions are based on past experience or market research. Other key assumptions are mainly based on ex- ternal factors and generally correspond to internal management planning. Sig- nificant 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. 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 ac- tive market was available for the (groups of) CGUs, the determination of fair value less costs to sell was based on the discounted cash flow method (level 3 input factors). The detailed planning period generally covers a 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 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 re- sulted if no impairment loss had been recognised in previous periods. Deut- sche Börse Group does not reverse any goodwill impairments. PDF (A4) Deutsche Börse Group – Annual report 2023 155 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Intangible assets in €m Historical cost as at 1 Jan 2022 Acquisitions through business combinations Adjustment of previous year goodwill Disposals from change in scope of consolidation Additions Disposals Reclassifications Exchange rate differences Historical cost as at 31 Dec 2022 Acquisitions through business combinations Additions Disposals Reclassifications Exchange rate differences Historical cost as at 31 Dec 2023 Amortisation and impairment losses as at 1 Jan 2022 Amortisation Impairment losses Disposals from change in scope of consolidation Disposals Reclassifications Exchange rate differences Amortisation and impairment losses as at 31 Dec 2022 Amortisation Impairment losses Disposals Reclassifications Exchange rate differences Amortisation and impairment losses as at 31 Dec 2023 Carrying amount as at 31 Dec 2022 Carrying amount as at 31 Dec 2023 Purchased software Internally devel- oped software Goodwill Payments on account and construction in progress Other intangible assets Total 416.4 7.5 0 – 0.3 18.3 – 14.7 1.7 11.1 440.0 430.2 14.9 – 79.0 43.5 – 4.3 845.2 231.5 48.6 0 – 0.3 – 14.6 3.0 1.5 269.7 58.5 7.6 – 79.0 10.0 – 0.2 266.5 170.3 578.7 1,392.0 3.2 0 0 106.1 0 32.0 3.2 1,536.5 0 49.6 – 111.9 148.1 – 4.0 1,618.3 1,023.7 73.6 16.2 0 0 – 3.0 1.1 1,111.6 89.9 8.7 – 111.9 – 10.5 – 2.6 1,085.3 424.9 533.0 5,596.0 164.1 – 3.9 0 0 0 0 157.4 5,913.7 2,345.3 0 0 0 – 45.5 8,213.3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 115.6 1.4 0 0 95.0 0 – 33.7 – 0.1 178.2 0 151.9 – 0.2 – 191.7 – 0.1 138.1 15.5 0 4.2 0 0 0 0 19.7 0 0.2 – 0.2 0.4 – 0.2 19.8 2,184.7 45.6 0 0 0.1 0 0 69.6 2,300.0 1,212.4 2.0 0 0 – 15.0 3,499.4 271.1 83.0 0 0 0 0 3.3 357.4 90.3 17.0 0 0.1 – 0.6 464.2 9,704.7 221.8 – 3.9 – 0.3 219.5 – 14.7 0 241.2 10,368.4 3,987.8 218.4 – 191.1 – 0.1 – 69.0 14,314.4 1,541.8 205.2 20.4 – 0.3 – 14.6 0 5.9 1,758.3 238.7 33.5 – 191.2 0 – 3.5 1,835.9 5,913.7 8,213.3 158.5 118.3 1,942.6 3,035.3 8,610.0 12,478.6 PDF (A4) Deutsche Börse Group – Annual report 2023 156 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Changes in other intangible assets by category Combined management report in €m Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Balance as at 1 Jan 2022 Acquisitions through business combinations Additions Amortisation Exchange rate differences Balance as at 31 Dec 2022 Acquisitions through business combinations Additions Amortisation Impairments Exchange rate differences Balance as at 31 Dec 2023 Exchange licences Trade names Miscellaneous intangible assets Member, customer relationships and order backlog 24.2 0 0 0 1.5 25.7 0 0 – 0.1 0 – 0.6 25.0 648.4 15.2 0 – 2.1 11.6 673.1 359.6 0 – 2.0 – 2.9 – 7.2 1,237.1 30.4 0 – 79.4 53.2 1,241.3 852.8 0 – 87.2 – 14.1 – 6.9 1,020.6 1,985.9 4.0 0 0.1 – 1.5 0 2.6 0 2.0 – 0.9 – 0.1 0.2 3.8 Total 1,913.6 45.6 0.1 – 83.0 66.3 1,942.6 1,212.4 2.0 – 90.2 – 17.1 – 14.4 3,035.3 Material intangible assets with with finite useful lives Software, payments on account and software in development Carrying amount as of Remaining amortisation period as at 31 Dec 2023 €m 31 Dec 2022 €m 31 Dec 2023 years 31 Dec 2022 years Customer Relationship SimCorp Customer Relationship ISS Customer Relationship Clear- stream Funds Centre Customer Relationship 360T 829.8 406.2 234.8 149.4 n.a. 474.3 234.0 159.5 24.8 19.1 16.8 14.8 n.a. 20.2 17.8 15.8 Research costs are recognised as expenses in the period in which they are in- curred. Development costs for internally developed intangible assets are only capitalised when the definition and recognition criteria for intangible assets ac- cording to IAS 38 are met and development costs can be separated from re- search costs. Development costs that have to be capitalised include direct labour costs, costs of purchased services and workplace costs, including proportionate over- heads that can be directly attributed to the preparation of the respective asset for use, such as costs for the infrastructure of software development. PDF (A4) Deutsche Börse Group – Annual report 2023 157 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Development costs that do not meet the requirements for capitalisation are rec- ognised through profit or loss. Interest expense that cannot be allocated di- rectly to one of the development projects is recognised through profit or loss in the reporting period. Total development costs in the reporting year 2023 came to €323.9 million (2022: €274.5 million), of which €201.5 million were capitalised (2022: €181.8 million). Impairment testing in 2023 revealed an impairment loss of €33.5 million (2022: €20.4 million), which is shown in the line item “Depreciation, amorti- sation and impairment losses” and relates to the following assets:  An extraordinary impairment test of Crypto Finance AG was performed as at 30 September 2023 because its performance was persistently under plan. This resulted in an impairment loss in the Trading & Clearing segment (re- coverable amount: negative) of €24.6 million (customer relations €14.1 mil- lion, software €7.6 million and trade name €2.9 million).  Impairment losses of €8.7 million were also recognised for internally devel- oped software in the Securities Services segment and of €0.2 million in the Fund Services segment (recoverable amount: negative) in the fourth quarter of 2023. The reasons for the impairment were that existing functionalities were no longer used and that significant revenues can no longer be gener- ated. The change in the internal reporting structure related to the introduction of the new Investment Management Solutions segment (IMS) also caused (groups of) CGU to which goodwill had been allocated to be divided up. Deutsche Börse Group reallocated the corresponding carrying amounts based on the relative fair values. The goodwill, that was allocated to the former group of CGUs Qon- tigo was partially allocated to the group of CGUs ISS STOXX (80.7 per cent) as well as SimCorp Axioma (19.3 per cent) in the current financial year. The goodwill allocated to the CGU ISS was fully allocated to the group of CGUs ISS STOXX. The following tables show the new allocation of goodwill to the corre- sponding (group of) CGU and the changes over time: PDF (A4) Deutsche Börse Group – Annual report 2023 158 Deutsche Börse Group – Annual report 2023 Goodwill and other intangible assets from business combinations Changes in goodwill classified by (groups of) CGUs in €m Eurex EEX 360T Xetra Securities Services Fund Services Qontigo ISS SimCorp Axioma ISS STOXX Total Balance as at 1 Jan 2022 1,378.6 120.2 244.6 61.9 1,125.9 584.7 691.2 1,388.9 Acquisitions through business combinations Adjustment of previous year goodwill Exchange rate differences Balance as at 31 Dec 2022 Reallocation due to change in reporting structure Acquisitions through business combinations Exchange rate differences Balance as at 31 Dec 2023 0.0 0.0 3.7 7.0 0.0 3.4 0.0 0.0 3.4 0.0 2.2 2.9 0.0 157.1 0.0 0.0 0.0 26.1 40.1 0.0 – 6.1 77.0 1,382.3 130.6 248.0 67.0 1,126.7 767.9 731.3 1,459.8 0.0 0.0 0.0 0.0 0.0 0.0 5,596.0 0.0 164.1 0.0 – 3.9 0.0 157.4 0.0 5,913.6 0.0 0.0 0.0 5.0 0.0 0.0 – 2.4 – 2.2 – 2.1 0.0 0.0 3.5 4.7 – 0.5 32.7 1,379.9 133.4 245.9 70.5 1,126.2 805.3 0.0 – 735.8 – 1,468.8 142.0 2,062.6 0 0.0 4.5 0 0.0 2,335.6 0.0 2,345.3 9.0 – 4.9 – 83.1 – 45.5 0 2,472.7 1,979.4 8,213.3 0.0 0.8 0.0 0.0 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 159 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Key assumptions used for impairment tests in 2023 (Group of) CGU Goodwill SimCorp Axioma2 ISS Stoxx Eurex Securities Services Fund Services 360T EEX Xetra Trade names and exchange licenses STOXX SimCorp ISS Axioma Nodal 360T Core Kneip EEX Core 360TGTX Allocated book value €m Risk-free interest rate % Market risk premium % Discount rate % Long-term growth rate % Net revenue % Operating costs % CAGR1 2,468.2 2,062.5 1.382,7 1,126.8 780.1 248.4 135.7 68.3 420.0 359.5 120.6 65.2 29.0 19.9 15.0 14.2 1.8 2.7/4.4 2.7/4.4 2.7 2.7 2.7 2.7 2.7 2.7 2.8 2.8 4.9 4.9 4.9 2.8 2.8 2.8 4.5 5.0/6.5 5.0/6.5 6.5 6.5 6.5 6.5 6.5 6.5 6.5 6.5 5.0 5.0 5.0 6.5 6.5 6.5 5.0 8.7/9.0 9.4/9.7 7.4 6.8 7.7 6.9 7.7 7.6 9.4 8.7 10.1 9.3 8.7 6.8 7.0 7.8 7.5 2.0 2.0/2.3 1.5 1.0 2.0 1.5 1.5 1.0 2.0 2.0 2.3 2.0 1.5 1.5 2.0 1.5 1.5 7.8 6.5 5.7 4.6 8.3 5.9 5.0 – 0.1 6.3 8.0 7.6 8.2 1.6 5.8 15.7 3.8 7.7 4.5 5.1 3.5 3.5 5.4 3.9 4.8 2.3 1.1 4.2 5.8 0.9 3.9 4.3 1.2 3.8 7.6 1) CAGR = compound annual growth rate in detailed planning period including the rate used to perpetuity 2) The group of CGUs includes CGUs with business activities in different currency areas (euro and USD). As a result, where applicable individual disclosures for the cost of capital parameters for the separate impairment tests included in the group of CGUs, are provided. 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 the SimCorp Axi- oma CGU, would be impaired. In the annual impairment test the recoverable amount for the CGU SimCorp Axioma exceeded the carrying amount by €330.1 million. A decrease in the average annual growth rate of net revenue to 7.6 per cent or an increase in operating costs to 4.9 per cent or an increase in the discount rate by 0.4 per cent or a reduction in the growth rate in perpetuity by 0.9 percent would result in the recoverable amount being less than the carrying amount. PDF (A4) Deutsche Börse Group – Annual report 2023 160 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Key assumptions used for impairment tests in 2022 (Group of) CGUs Goodwill ISS Eurex Securities Services Qontigo Fund Services 360T EEX Xetra Trade names and exchange licences STOXX ISS Core Axioma Nodal 360T Core EEX Core Kneip Crypto Finance/ Digital Assets 360TGTX Allocated book value m € Risk-free interest rate % Market risk premium % Discount rate % Perpetuity growth rate % CAGR1 Net revenue % Operating costs % 1,580.5 1,338.0 1,128.0 791.7 791.6 253.0 135.8 68.8 420.0 137.8 73.3 32.6 19.9 14.9 11.9 2.8 2.0 3.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 1.5 3.5 3.5 3.5 1.5 1.5 1.5 1.5 3.2 5.5 7.3 7.3 7.3 7.3 7.3 7.3 7.3 7.3 5.5 5.5 5.5 7.3 7.3 7.3 7.3 5.5 9.0 6.8 6.5 8.6 7.5 6.5 7.1 6.8 8.6 9.0 8.9 7.8 6.5 7.1 6.8 15.9 6.9 2.3 1.5 1.0 2.0 2.0 1.5 1.5 1.0 2.0 2.3 2.0 1.5 1.5 1.5 2.0 2.0 1.5 9.0 7.1 6.6 9.0 8.6 9.5 7.8 3.1 7.9 9.0 11.4 20.0 9.5 6.4 21.1 39.1 9.3 1) CAGR = compound annual growth rate in detailed planning period including the rate used to perpetuity PDF (A4) Deutsche Börse Group – Annual report 2023 5.2 3.6 3.5 8.4 7.5 7.7 5.4 4.8 9.6 5.2 6.8 10.8 8.0 4.7 9.3 10.8 4.7 161 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 11 Property, plant and equipment Measurement of right-of-use assets Measurement of purchased property, plant and equipment Depreciable items of property, plant and equipment are carried at cost less cu- mulative depreciation. The straight-line depreciation method is used. The car- rying amount is immediately written down to its recoverable amount if the car- rying amount is higher than its recoverable amount. Costs of an item of prop- erty, plant and equipment comprise all costs directly attributable to the pro- duction 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 pro- ject. 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 as- set in question can be reliably determined, expenditure subsequent to acquisi- tion 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 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 depreci- ation and impairment amounts are deducted from the cost of right-of-use as- sets as part of subsequent measurement. This does not apply to short-term leases with a term of not more than 12 months and leases for low-value as- sets. 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 measure the asset at amortised cost. The lease instalments received during the period are shown under other operating income. PDF (A4) Deutsche Börse Group – Annual report 2023 162 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Property, plant and equipment (incl. Right-of-use assets) in €m Historical costs as at 1 Jan 2022 Acquisitions through business combinations Disposals from change in scope of consolidation Additions Disposals Reclassifications Exchange rate differences Historical costs as at 31 Dec 2022 Acquisitions through business combinations Additions Disposals Reclassifications Exchange rate differences Historical costs as at 31 Dec 2023 Depreciation and impairment losses as at 1 Jan 2022 Amortisation Impairment losses Disposals from change in scope of consolidation Disposals Reclassifications Exchange rate differences Depreciation and impairment losses as at 31 Dec 2022 Amortisation Impairment losses Disposals Reclassifications Exchange rate differences Depreciation and impairment losses as at 31 Dec 2023 Carrying amount as at 31 Dec 2022 Carrying amount as at 31 Dec 2023 PDF (A4) Deutsche Börse Group – Annual report 2023 Land and build- ings (right-of- use) Fixtures and fittings IT hardware, operating and office equipment as well as carpool Advance pay- ments made and construction in proress Total 588.1 4.9 0 52.2 – 2.3 9.1 1.3 653.3 32.0 32.5 – 8.1 – 4.4 – 5.8 699.5 150.1 69.6 0.7 0 – 1.0 – 2.4 – 0.7 216.3 69.9 0.2 – 8.1 – 5.5 0.5 273.3 437.0 426.2 112.3 0 0 5.3 – 2.4 – 5.4 0.6 110.4 1.7 7.6 – 10.1 10.0 – 0.5 119.1 55.3 8.5 0 0 – 0.9 2.4 – 0.2 65.1 9.2 0 – 10.1 5.6 – 0.1 69.7 45.3 49.4 Right-of-use Purchased 17.5 0.2 0 5.5 – 0.1 0 0.3 23.4 0 4.7 – 3.9 0 – 0.3 23.9 11.7 4.0 0 0 – 0.1 0 0.3 15.9 4.5 0 – 3.9 0 – 0.1 16.4 7.5 7.5 372.6 0.4 – 0.4 88.7 – 23.8 – 2.1 0.5 435.9 3.3 34.0 – 63.4 0.9 – 0.7 410.0 288.2 45.9 0 – 0.4 – 23.3 0 0.2 310.6 54.6 0 – 63.4 – 0.2 – 0.6 301.0 125.3 109.0 Total 390.1 0.6 – 0.4 94.2 – 23.9 – 2.1 0.8 459.3 3.3 38.7 – 67.3 0.9 – 1.0 433.9 299.9 49.9 0 – 0.4 – 23.4 0 0.5 326.5 59.1 0 – 67.3 – 0.2 – 0.7 317.4 132.7 116.4 8.5 0 0 10.2 – 0.4 – 1.6 – 0.5 16.2 0.3 4.0 0 – 6.6 – 0.1 13.8 0 0 0 0 0 0 0 0 0 0 0 0 0 0 16.2 13.8 1,099.0 5.5 – 0.4 161.9 – 29.0 0 2.2 1,239.2 37.3 82.8 – 85.5 0 – 7.4 1,266.3 505.3 128.0 0.7 – 0.4 – 25.3 0 – 0.4 607.9 138.2 0.2 – 85.5 – 0.1 – 0.3 660.4 631.3 605.8 163 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information The weighted average remaining term of leases is 10.4 years. For details re- garding the corresponding lease liabilities, please see note 12. 12 Financial instruments Financial assets Additions and disposals Financial assets are recognised when the Group or one of its companies be- comes party to a financial instrument. Regular way purchases and sales of fi- nancial 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 as- sets. 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. Financial assets are classified at the acquisition date, from which subsequent measurement is derived. We assign financial assets to the following measure- ment 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 manag- ing the financial assets and the contractual cash flow characteristics. Debt in- struments 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). Clearstream Banking S.A. acts as a principal in securities borrowing and lend- ing 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. The classification of investments in equity instruments not held for trading de- pends 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 sepa- rately and may not be changed in subsequent periods. PDF (A4) Deutsche Börse Group – Annual report 2023 164 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 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 solely of 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 derec- ognition, 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 result 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 result from financial investments through profit or loss. On disposal of these debt instruments all the balances in the revaluation surplus are reclassified to result 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 result from financial investments. Distributions from fund interests are also shown in result from financial investments. Interest income from fixed income bonds in this cate- gory are shown in the financial result. Subsequent measurement of equity instruments As a rule, equity instruments are subsequently measured at fair value through profit or loss (FVPL). For certain equity instruments we used the irrevocable FVOCI option on acquisition, so that gains and losses there 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 earn- ings. Dividends from these financial assets are shown in result from financial investments. Impairment As a rule, any impairment for expected credit losses for debt instruments or balances on nostro accounts for which the simplified impairment model does not apply, and which are carried 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. PDF (A4) Deutsche Börse Group – Annual report 2023 165 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information  Stage 1: The impairment upon initial recognition is measured on the basis of the expected losses in the event of default within the next twelve months af- ter the reporting date.  Stage 2: If a financial asset's credit risk has increased significantly, the ex- pected credit loss is determined over the entire term. A significant increase in credit risk is determined individually using internal ratings. A significant in- crease in the credit risk is assumed if an asset is downgraded by three levels within the internal rating system.  Stage 3: Credit-impaired financial assets are allocated to Stage 3 and the im- pairment 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 or for balances on nostro accounts for which the simpli- fied impairment model does not apply, is low in absolute terms as at the re- porting 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 contracting party of the Group is unable to fulfil its contractual obligations due to its insolvency.  Contractual default event: A contracting party of the Group is unable or un- willing to fulfil its contractual obligations in a timely manner. The non-fulfil- ment 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. A detailed list of expected credit losses is shown in note 24. Financial liabilities Additions and disposals Financial liabilities are recognised when a Group company becomes a party to the financial instrument. Purchases and sales of equities via the central coun- terparty Eurex Clearing AG are recognised at the settlement date analogous to financial assets. Financial liabilities are derecognised when the contractual ob- ligation 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 for the acquisi- tion of non-controlling shares settled in cash or another financial asset are rec- ognised at the present value of the future purchase price. The effect of the pre- sent 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 non-controlling shareholders underlying the transaction is accounted for as if it had already been acquired at the time of the transaction. PDF (A4) Deutsche Börse Group – Annual report 2023 166 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 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 as- sets or shares to the seller if certain conditions are met. Subsequent measure- ment 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 dis- cussed in note 24. The maximum exposure to credit risk at the end of the re- porting period is the carrying amount of each class of financial assets men- tioned 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 remain- ing term is more than twelve months as at the reporting date. They are pre- sented 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 le- gally 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 simultane- ously. 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 con- tract 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 transac- tion 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 serve mainly to hedge foreign exchange risks in economic hedging relationships. They 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. Depending on the type of transaction, gains and losses from the subsequent measurement are either recognised in the re- sult of treasury activities in banking business and similar business, in result from financial investments or in the financial result. PDF (A4) Deutsche Börse Group – Annual report 2023 167 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Cash flow hedges that qualify for hedge accounting As in the previous year, in the reporting year we used cash flow hedge ac- counting for hedges of foreign exchange risk on highly likely transactions and to hedge translation effects for monetary items within the Group. The cash flow hedge used the previous year to hedge the interest rate risk of a planned security issue was terminated when the bond issue was completed. 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 contrac- tual parameters of the hedging instrument exactly match those of the hedged item. Hedging of planned transactions may be ineffective if the timing of the planned transaction differs from the original estimate. Ineffectiveness due to changes in our default risk or that of the counterparty to the hedging transac- tion 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 fair value of the hedged item value 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 result from financial investments. The ineffective portion of interest rate hedges is recog- nised either in the treasury result of banking and similar business or in the fi- nancial result. If forward contracts are used to hedge planned transactions we designate the entire change in the fair value of the forward, including the for- ward 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 trans- action 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. 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 re- lationship. 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 ac- cording 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 recog- nised immediately through profit or loss. PDF (A4) Deutsche Börse Group – Annual report 2023 168 Deutsche Börse Group – Annual report 2023  Reclassified amounts for foreign exchange hedges are either recognised in the result of treasury activities in banking business and similar business or in result from financial investments. For interest rate hedges recognition is ei- ther in the treasury result of banking and similar business or in the financial result. 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 discon- tinued. However, the hedging relationship continues if it was designated as a rolling hedge from the outset. To the extent that the expected transaction is still considered to be highly probable, the expiring positions are replaced by new hedging instruments. 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. The carrying amount as at 31 December 2023 was €222.7 million (2022: €182.8 million). None of these financial assets was pledged as collateral. There was an in- crease of €9.3 million in strategic equity investments in 2023 due to new in- vestments. Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 169 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Amounts recognised in other comprehensive income Combined management report in €m Gains/(losses) recognised in other comprehensive income Strategic investments Debt instruments Total 2023 2022 25.5 0 25.5 – 37.1 – 0.3 – 37.4 Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Financial assets and liabilities measured at amortised cost Composition of financial assets at amortised cost in €m Trade Receivables of which expected losses 31 Dec 2023 31 Dec 20221 Non-current Current Total Non-current Current Total 0 0 1,832.2 1,832.2 – 8.3 – 8.3 0 0 2,289.2 2,289.2 – 6.3 – 6.3 Other financial assets measured at amortised costs 1,801.9 18,046.2 19,848.0 1,894.7 18,670.8 20,565.5 Fixed income securities Balances on nostro accounts Money market lendings Customer overdrafts from settlement business Receivables from CCP balances Other of which expected losses Restricted bank balances Cash and other bank balances Total 1) Previous year adjusted, see note 3. 219.2 436.4 1,975.2 1,782.1 436.4 1,756.0 0 0 0 0 45.8 – 0.4 0 0 16,407.1 16,407.1 390.5 341.5 251.5 – 2.3 390.5 341.5 297.3 – 2.7 53,669.4 53,669.4 1,655.1 1,655.1 0 0 0 0 112.7 – 0.4 0 0 522.9 613.4 2,305.0 613.4 16,272.6 16,272.6 130.1 130.1 1,076.6 1,076.6 55.2 – 1.5 167.9 – 1.9 93,538.3 93,538.3 1,275.6 1,275.6 1,801.9 75,202.8 77,004.7 1,894.7 115,773.9 117,668.6 PDF (A4) Deutsche Börse Group – Annual report 2023 170 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Debt securities amounting to €600.1 million expired in 2023 (2022: €471.8 million). The amount of long-term listed debt securities includes collateral with a nominal volume of €2.0 million (2022: €5.0 million). triparty reverse repurchase agreements and in the form of overnight deposits at central banks and other banks and shown as restricted bank balances. Gov- ernment and government-guaranteed bonds with an external credit rating of at least AA– are accepted as collateral for the reverse repurchase agreements. Amounts reported separately under liabilities as cash deposits by market par- ticipants are restricted. Such amounts are mainly invested via bilateral or Composition of financial liabilities at amortised cost in €m Trade payables Other liabilities at amortised costs Bonds issued Commercial Papers issued Money market borrowings Deposits from securities settlement business Liabilities from CCP balances Lease liabilities Bank overdrafts Other Cash deposits from market participants Total 1) Previous year adjusted, see note 3. 31 Dec 2023 31 Dec 20221 Non-current Current Total Non-current Current Total 0 1,514.2 1,514.2 0 2,039.8 2,039.8 7,484.0 17,177.6 24,661.6 4,535.0 17,482.8 22,017.9 7,096.2 0 0 0 0 384.3 0 3.5 0 1,138.3 14.7 7,096.2 1,138.3 14.7 15,125.4 15,125.4 335.8 85.0 5.5 472.9 335.8 469.3 5.5 476.3 4,123.4 0 4,123.4 0 0 0 0 564.5 134.8 564.5 134.8 15,506.3 15,506.3 1,021.5 1,021.5 410.7 0 0.9 70.8 53.2 131.7 481.5 53.2 132.6 0 53,401.3 53,401.3 0 93,283.1 93,283.1 7,484.0 72,093.0 79,577.0 4,535.0 112,805.8 117,340.8 PDF (A4) Deutsche Börse Group – Annual report 2023 171 Deutsche Börse Group – Annual report 2023  European Commodity Clearing AG guarantees the settlement of spot and de- rivatives 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. Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Deutsche Börse AG issued three corporate bonds to finance the acquisition of SimCorp in 2023, which are shown in the following table: Issued Bonds ISIN DE000A351ZR8A DE000A351ZS6A DE000A351ZT4A Due date Annual coupon Notional volumes September 2026 September 2029 September 2033 % 3.88 3.75 3.88 €m 1,000 750 1,250 The financial liabilities recognised on the balance sheet were not secured by liens or similar rights as at 31 December 2023 or as at 31 December 2022. 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 fu- tures and options on Eurex Germany. It also guarantees the settlement of all transactions for Eurex Repo (repo trading platform) and certain exchange transactions in equities on Frankfurter Wertpapierbörse (FWB, the Frankfurt Stock Exchange). Eurex Clearing AG also guarantees the settlement of off-or- der-book trades entered for clearing in the trading systems of the Eurex ex- changes, Eurex Bonds, Eurex Repo and the Frankfurt Stock Exchange. In ad- dition, Eurex Clearing AG clears over-the-counter (OTC) interest rate deriva- tives and securities lending transactions, where these meet the specified no- vation criteria. PDF (A4) Deutsche Börse Group – Annual report 2023 172 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information The transactions of the clearing houses are only executed between the respec- tive 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 de- rivatives), 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” op- tions, 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 lia- bilities 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, which the clearing houses determine and publish ac- cording to the rules defined in the contract specifications. Composition of financial instruments held by central counterparties in €m Repo transactions Options Total thereof non-current thereof current 31 Dec 2023 31 Dec 2022 118,074.6 109,687.8 27,498.0 29,323.4 145,572.5 139,011.2 7,667.6 9,078.4 137,904.9 129,932.8 Receivables and liabilities that may be offset against a clearing member are re- ported on a net basis. Financial liabilities of €563.0 million were eliminated because of intra-Group GC Pooling transactions (31 December 2022: €364.0 million). PDF (A4) Deutsche Börse Group – Annual report 2023 173 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Other financial assets and liabilities at FVPL Combined management report Other financial assets and liabilities measured at fair value through profit or loss Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information in €m Derivatives Derivatives designated as cash flow hedges Derivatives not designated as hedges Miscellaneous financial assets Strategic investments Fund units and other financial instruments Total other financial assets Derivatives Derivatives designated as cash flow hedges Derivatives not designated as hedges Miscellaneous financial liabilities Contingent consideration Total other financial liabilities The fund interests include collateral of €8.0 million (31 December 2022: €8.0 million). As of 31 December 2023 there were foreign currency deriva- tives not designated as part of a hedging relationship with a term of less than two months with a nominal volume of €4,006.7 million (31 December 2022 : €5,552.3 million with a term of less than six months). Of the total, €2,596.0 million (31 December 2022: €1,554.6 million) relate to foreign exchange de- rivatives with a positive fair value and €1,410.7 million (31 December 2022: €3,997.7 million) to derivatives with a negative fair value. These foreign cur- rency derivatives are mainly used to convert payments received in US dollars into euros for liquidity management purposes and also as an alternative to un- secured deposits and loans, to hedge the unsecured counterparty risk and li- quidity risk in everyday liquidity management. Carrying amount 31.12.2023 Carrying amount 31.12.2022 Non-current Current Total Non-current Current 0.2 0 0.2 178.0 102.3 75.8 178.2 50.8 0 50.8 0.3 0.3 51.1 17.6 5.3 12.3 14.3 1.1 13.2 31.9 15.9 9.9 6.0 0.1 0.1 16.0 17.8 5.3 12.5 192.3 103.4 88.9 210.1 66.6 9.9 56.7 0.4 0.4 67.0 0.9 0 0 165.9 94.3 71.7 166.8 26.8 26.8 0 6.1 6.1 14.8 5.4 9.3 1.0 0 1.0 15.8 119.0 0 119.0 0.3 0.3 32.9 119.3 152.2 Total 15.7 5.4 9.3 167.0 94.3 72.7 182.6 145.8 26.8 119.0 6.4 6.4 PDF (A4) Deutsche Börse Group – Annual report 2023 174 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Amounts recognised in profit or loss Hedging transactions in cash flow hedges Combined management report in €m Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Net gain/(loss) from derivatives not designated as hedges Net gain/(loss) from cash flow hedges Net gain/(loss) from cash flow IRS 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 Notes to the consolidated financial statements Total Notes on the consolidated income statement Notes on the consolidated statement of 2023 – 90.0 – 2.7 0 – 4.4 0.6 – 9.5 – 106.0 financial position Other disclosures Responsibility statement by the Executive Board Independent Auditor’s Report Remuneration report Further information Cash flow hedges that qualify for hedge accounting We enter into cash flow hedges to hedge existing or future transactions. The hedged items covered by hedge accounting consist of internal Group loans and highly probable planned transactions. The effects of foreign currency hedging instruments on the financial position and financial performance is as follows: The foreign exchange forwards designated as hedging instruments are for US dollars and are in the same currency as the internal foreign exchange transac- tions and the highly probable future transactions. Therefore, the hedge ratio is 1:1. The foreign exchange hedging transactions in US dollars are due in 2024. 2022 74.5 – 1.1 Foreign exchange derivative in USD Positive market value 3.8 Carrying amount in €m Notional amount in USDm – 4.9 11.4 – 4.6 79.1 Cumulative change in value of hedged items used to deter- mine the ineffectiveness of the hedging relationship in €m Weighted average hedge rate for hedging instruments Negative market value Carrying amount in €m Notional amount in USDm Cumulative change in value of hedged items used to deter- mine the ineffectiveness of the hedging relationship in €m Weighted average hedge rate for hedging instruments 2023 2022 5.3 159.0 5.3 1.1 9.9 227.0 4.3 1.2 5.4 156.0 5,4 1.0 26.8 340.8 24.9 1.2 Interest rate hedges with a nominal volume of €2,000.0 million and foreign exchange hedges with a nominal volume of US$ 113.8 million expired in 2023. The revaluation surplus for cash shown in other comprehensive income relates to the following hedging instruments: PDF (A4) Deutsche Börse Group – Annual report 2023 175 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Cash flow hedge reserve Combined management report in €m Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Balance as at 1 Jan 2022 Change in fair value of hedging instruments recognised in OCI Hedging costs deferred and recognised in other comprehensive income Reclassification to profit or loss Settlement Balance as at 31 Dec 2022 Change in fair value of hedging instruments recognised in OCI Hedging costs deferred and recognised in other comprehensive income Reclassification to profit or loss Settlement Balance as at 31 Dec 2023 Cost of hedging reserve Reserve for cash flow hedges foreign currency deriva- tives Reserve for cash flow hedges interest rate swaps 0.9 0 – 2.0 3.6 0 2.5 0 – 4.8 3.3 – 0.6 0.3 0.2 – 9.9 0 15.3 – 0.2 5.4 5.3 0 0 – 5.4 5.3 11.6 51.6 0 – 4.8 0 58.4 36.8 0 – 7.8 0 87.5 Total 12.6 41.7 – 2.0 14.2 – 0.2 66.3 42.1 – 4.8 – 4.5 – 6.0 93.1 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 loans to Group companies. The amounts in the reserve for cash flow hedges relating to interest rate swaps are reversed pro rata temporis until April 2032. Fair value hierarchy  Level 1: Financial instruments with a quoted price for identical assets and li- abilities in an active market.  Level 2: Financial instruments with no quoted prices for identical instru- ments on an active market and whose fair value is determined using valua- tion 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 The financial assets measured at fair value includes financial assets and liabil- ities at the following three hierarchy levels: There were no transfers between levels for recurring fair value measurements during the year under review. PDF (A4) Deutsche Börse Group – Annual report 2023 176 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Fair value hierarchy in €m Fair value as at 31 Dec 2023 thereof attributable to: Level 1 Level 2 Level 3 Financial assets measured at fair value through other comprehensive income (FVOCI) Strategic investments 222.7 75.2 0 147.5 Consolidated cash flow statement Financial assets measured at fair value through profit or loss (FVPL) Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 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 assets 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 7,667.6 178.2 0 7,667.6 0 20.3 0 157.9 137,904.9 0 137,904.9 31.9 12.0 17.6 0 2.3 146,005.3 107.5 145,590.1 307.6 7,667.6 51.1 137,341.9 16.0 145,076.5 0 0 0 0 0 7,667.6 0 137,341.9 15.9 145,025.4 0 51.1 0 0.1 51.2 PDF (A4) Deutsche Börse Group – Annual report 2023 177 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Fair value hierarchy previous year in €m Financial assets measured at fair value through other comprehensive income (FVOCI) Strategic investments 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 assets 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 Fair value as at 31 Dec 2022 thereof attributable to: Level 1 Level 2 Level 3 182.8 39.31 0 143.51 9,078.4 167.0 129,932.8 15.8 0 9,078.4 0 12.51 0.0 154.41 0 0 129,932.8 14.8 0 1.0 139,376.8 51.81 139,026.1 298.91 9,078.4 32.9 129,568.8 119.3 138,799.5 0 0 0 0 0 9,078.4 26.8 129,568.8 119.0 138,793.0 0 6.1 0 0.3 6.4 1) Strategic investments (FVOCI) of €39.3 million and non-current financial assets (FVPL) of €1.6 million were measured as at 31 December 2022 on the basis of available market prices and so are classified as Level 1.The disclosures on Level 3 as at 31 December 2022 were adjusted accordingly. The other non-current and current assets and liabilities included in the Level 2 hierarchy include foreign currency forwards. The basis for measuring the mar- ket 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 presents the valuation techniques, including material un- observable inputs, used to determine the fair value of Level 3 financial instru- ments (FVPL). PDF (A4) Deutsche Börse Group – Annual report 2023 178 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Measurement methods and inputs for the fair value hierarchy Level 3 Combined management report Financial instrument Measurement method Material unobservable inputs Derivatives Internal Black-Merton-Scholes option pricing model Value of equity Riskfree interest rate Volatility Dividend yield Connection between material unobservable in- puts and fair value measurement The estimated fair value would go up (down), if: - the expected value of the equity were lower (higher) - the risk-free interest rate were lower (higher) - the volatility were higher (lower) - dividend yields were higher (lower) Strategic investments Adjusted prices for assets on inactive markets Measurement by means of price adjustments for assets on inactive mar- kets A descriptive sensitivity analysis is not used here for this reason. n.a. Interests in institutional investment funds Net asset value These investments include private equity funds and alternative invest- ments 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 there- fore not used here. n.a. 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) The following table shows the reconciliation from opening to closing balance for the fair value of Level 3 financial instruments. Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 179 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Changes in level 3 financial instruments Assets Liabilities in €m Balance as at 1 Jan 2022 Additions Disposals Unrealised capital losses recognised in profit or loss Changes recognised in the revaluation surplus Unrealised effects from currency translation recognised in equity Gains/(losses) recognised in equity Balance as at 31 Dec 2022 Changes from business combinations Additions Disposals Reclassifications Realised capital gains/(losses) recognised in profit or loss Unrealised capital losses recognised in profit or loss Changes recognised in the revaluation surplus Unrealised effects from currency translation recognised in equity Balance as at 31 Dec 2023 Financial assets measured at fair value through other comprehensive income1 Financial assets measured at fair value through profit or loss1 Financial liabilities measured at fair value through profit or loss 139.2 1.6 – 7.3 0 8.6 1.6 – 0.3 143.5 4.8 9.3 0 0.9 0 0 – 7.2 – 3.8 147.5 153.2 25.1 – 3.7 – 10.1 0 4.0 0 155.4 0 22.7 – 0.5 – 0.9 0 – 16.6 0 0 160.2 1.9 0 0 4.7 0 0 0 6.4 0 54.0 – 15.2 0 – 0.3 6.2 0 0 51.2 1) Strategic investments (FVOCI) of €39.3 million and non-current financial assets (FVPL) of €1.6 million were measured as at 31 December 2022 on the basis of available market prices and so are classified as Level 1.The disclosures on Level 3 as at 31 December 2022 were adjusted accordingly. The change in financial assets measured at FVOCI is mainly due to the acquisition of strategic investments in the amount of €9.3 million and positive valuation effects in the amount of €7.2 million, which were recognised in the revaluation surplus with no effect on profit or loss. In addition to the acquisition of fund shares in the amount of €4.7 million and convertible bonds in the amount of €14.2 million measured at FVPL, negative valuation effects in the amount of €16.6 million resulted. The increase in other non-current liabilities measured at FVPL is mainly due to the first time recognition of derivatives that were not in the money on the balance sheet date. 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 Level 3 financial instruments would change as follows when using these inputs: PDF (A4) Deutsche Börse Group – Annual report 2023 180 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Sensitivity analysis of the financial assets and financial liabilities allocated to Level 3 depending on unobservable input parameters. Change input paramter1 Fair value change Increase €m Decrease €m The financial assets measured at amortised cost held by us include debt in- struments with a fair value of €1,891.2 million (31 December 2022: €2,157.4 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. Financial liabilities Derivatives Expected value of equity (10% change) Volatility(10% change) – 14.5 12.0 21.3 – 11.0 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 bonds issued by us have a fair value of €6,953.4 million (31 December 2022: €3,635.3 million) and are disclosed under liabilities measured at amortised cost. The fair value of such instruments is based on the debt instru- ments’ quoted prices. Due to insufficient market liquidity, the debt securities were allocated to Level 2. The fair values of the other financial assets and liabilities not measured at fair value were determined as follows: The financial instrument’s carrying amount represents a reasonable approxi- mation of fair value for all other positions. Offsetting financial instruments Gross presentation of offset financial instruments held by central counterparties in €m Financial assets from repo transactions Financial liabilities from repo transactions Financial assets from options Financial liabilities from options Gross amount of financial instruments Gross amount of offset financial instruments Net amount of financial instruments 31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022 251,971.3 163,774.7 – 133,896.7 – 54,086.9 118,074.6 109,687.8 – 251,408.3 – 163,410.7 133,896.7 54,086.9 – 117,511.6 – 109,323.8 84,622.7 96,580.1 – 57,124.7 – 67,256.7 27,498.0 29,323.4 – 84,622.7 – 96,580.1 57,124.7 67,256.7 – 27,498.0 – 29,323.4 PDF (A4) Deutsche Börse Group – Annual report 2023 181 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Cash or securities held as collateral by central counterparties Composition of collateral held 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 collat- eral. 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 “Risk report” section in the combined management report). Cash collateral is re- ported in the consolidated balance sheet under “cash deposits by market par- ticipants” 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 se- curities 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 €100,990.9 million as at the reporting date (2022: €155,339.1 million), collateral totalling €122,728.5 million (2022: €182,104.6 million) was actually deposited. in €m 31 Dec 2023 31 Dec 2022 Cash collateral (cash deposits)1,3 Securities and book-entry securities collateral2,3 Total 53,318.6 93,067.7 69,409.9 89,036.9 122,728.5 182,104.6 1) The amount includes the clearing fund totalling €6,292.8 million (2022: €7,580.5 million), 2) The amount includes the clearing fund totalling €2,709.7 million (2022: €2,481.6 million), 3) The collateral value is determined on the basis of the fair value less a haircut 13 Contract balances The Group has recognised the following assets and liabilities from contracts with customers: Contract balances 31.12.2023 31.12.2022 in €m non-cur- rent current Total non-cur- rent current Total Contract costs 10.5 11.0 21.5 Contract assets 259.6 87.8 347.4 5.7 0 8.5 14.2 0 0 Contract liabilities 11.9 203.0 214.8 13.6 172.0 185.6 Contract costs are “incremental costs of obtaining a contract” within the mean- ing 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 recog- nised costs are amortised in line with revenue recognition. Total amortisation came to €7.9 million in 2023 (2022: €5.2 million) and is shown in the con- solidated income statement under depreciation, amortisation and impairment PDF (A4) Deutsche Börse Group – Annual report 2023 182 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information losses. Contract costs are presented in the consolidated statement of financial position in the items “Other non-current assets” and “Other current assets”. 14 Other current assets Contract assets represent a legal right to consideration for software that has al- ready been transferred to customers under subscription agreements with future payments. The increase is due to the SimCorp acquisition. Contract assets are presented in the consolidated statement of financial position in the items “Other non-current assets” and “Other current assets”. Contract liabilities are generally advance payments by customers for perfor- mance obligations that have not yet been satisfied in full. The €177.8 million included in contract liabilities as at 31 December 2022 was recognised as rev- enue in the financial year 2023. The increase in contract liabilities is mainly due to changes in the basis of consolidation of €39.8 million from the SimCorp acquisition. Contract liabilities are presented in the consolidated statement of financial position in the items “Other non-current liabilities” and “Other current liabilities”. The total transaction price allocated to performance obligations that have not been satisfied in full as at 31 December 2023 for multi-year contracts that are not invoiced on a variable basis as performance obligations are satisfied is €1,080.2 million (2022: €179.8 million), We anticipate that €322.4 million (2022: €58.5 million) of the transaction price will be recognised as revenue in the next reporting period. The remaining €757.8 million will be recognised in subsequent financial years. The significant increase is mainly due to changes in the basis of consolidation from the SimCorp acquisition. Composition of other current assets in €m 31 Dec 2023 31 Dec 2022 Other receivables from CCP transactions (commodities) Prepaid expenses Contractual assets Tax receivables (excluding income taxes) Interest receivables on taxes Contract costs Crypto assets Miscellaneous Total 721.5 126.9 87.8 60.6 40.2 11.0 7.9 9.7 2,133.6 127.9 0 26.1 9.2 8.5 7.6 30.4 1,065.4 2,343.3 The decline in other current assets results almost exclusively from the decline in receivables from the CCP business in connection with physical commodity deliveries on the spot markets, which were subject to high volatility at year- end 2022. Other current liabilities also fell 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 are claims to physical deliver- ies of commodities. PDF (A4) Deutsche Börse Group – Annual report 2023 183 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 15 Equity Contingent capital Changes in equity are presented in the consolidated statement of changes in equity. As at 31 December 2023 the number of no-par value registered shares of Deutsche Börse AG in issue was 190,000,000 (31 December 2022: 190,000,000). Subject to the agreement of the Supervisory Board, the Executive Board is au- thorised to increase the subscribed share capital by the following amounts: Composition of contingent capital Number shares Date of authori- sation by the shareholders Expiry date Existing shareholders’ pre-emptive rights may be disapplied for fractioning and/or may be disapplied if the share issue is: Authorised share capital I1 19,000,000 19 May 2021 18 May 2026 n.a. Authorised share capital II1 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 nom- inal capital. against non-cash contribu- tions for the purpose of ac- quiring companies, parts of companies, interests in companies, or other as- sets. Authorised share capital III1 Authorised share capital IV1 19,000,000 19 May 2020 18 May 2024 n.a. 19,000,000 18 May 2022 17 May 2027 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 10 per cent of the issued share 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, respec- tively, 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: The Executive Board is authorised, subject to the ap- proval of the Supervisory Board, to exclude shareholders’ pre-emptive rights to bonds with conversion or option rights to shares of 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 accord- ance with recognised financial techniques and the total number of shares at- tributable 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. of the Aktiengesetz (AktG, German Stock Corporation Act). Accordingly, the share capital was contingently increased by up to €17,800,000 (contingent capital PDF (A4) Deutsche Börse Group – Annual report 2023 184 Deutsche Börse Group – Annual report 2023 2019). To date, the authorisation to issue convertible bonds and/or bonds with warrants has not been exercised. Development of treasury shares in numbers of shares There were no further subscription rights to shares as at 31 December 2023 or 31 December 2022. In November 2023, Deutsche Börse AG announced a share buyback program for 2024 based on the authorisation granted by the Annual General Meeting on 8 May 2019. In the period up to 3 May 2024 at the latest, up to 14,000,000 shares in the company are to be repurchased at a total cost of up to €300 million (excluding incidental acquisition costs). The development of treasury shares is shown in the following overview: Treasury shares, beginning of the fiscal year Issuance under share-based payments and employee share programs Own shares as consideration Treasury shares, end of fiscal year 2023 6,261,055 – 129,872 – 1,243,643 4,887,540 As part of the acquisition of non-controlling interests, 1,243,643 own shares were used as consideration. In addition, 129,872 own shares were sold to employees as part of the employee participation programme (Group Share Plan, GSP), see note 18. Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 185 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Revaluation surplus Revaluation surplus in €m Balance as at 1 Jan 2022 (gross) Changes from defined benefit obligations Fair value measurement Changes from share-based payments Balance as at 31 Dec 2022 (gross) Changes from defined benefit obligations Changes from share-based payments Balance as at 31 Dec 2023 (gross) Deferred taxes Balance as at 1 Jan 2022 Reversals Balance as at 31 Dec 2022 Additions Balance as at 31 Dec 2023 Balance as at 1 Jan 2022 (net) Balance as at 31 Dec 2022 (net) Balance as at 31 Dec 2023 (net) Share-based payments Equity investments measured at FVOCI Cash flow hedges Defined benefit obligations Other 3.2 5.2 0 0 8.3 14.4 0 0 0 22.7 0 0 0 0 0 3.2 8.3 22.7 83.9 0 – 37.4 0 46.5 0 25.5 0 0 72.1 – 24.4 – 14.6 – 39.0 1.1 – 37.9 59.5 7.5 34.2 12.6 0 53.7 0 66.3 0 26.8 0 0 93.1 0.0 – 18.1 – 18.1 – 7.3 – 25.4 12.6 48.2 67.8 145.5 0 0 206.7 352.2 0 0 – 47.9 0 304.3 0 0 0 0 0 145.5 352.2 304.3 0 0 0 0 0 0 0 0 – 0.1 – 0.1 0 0 0 0 0 0 0 – 0.1 PDF (A4) Deutsche Börse Group – Annual report 2023 Total 245.2 5.2 16.3 206.7 473.4 14.4 52.4 – 47.9 – 0.1 492.2 – 24.4 – 32.7 – 57.1 – 6.2 – 63.3 220.8 416.3 428.9 186 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Retained earnings Proposal on the appropriation of the unappropriated surplus The “Retained earnings” item includes changes from defined benefit obliga- tions after deferred taxes in the amount of €–58.7 million (2022: €–36.3 mil- lion). Intra-Group reorganisations within Deutsche Börse Group, which included the sale of the investment in ISS HoldCo Inc. to ISS STOXX GmbH with the simul- taneous participation of a non-Group investor and the contribution of the in- vestment in Axioma Inc. to SimCorp A/S, resulted in an effect recognised di- rectly in equity of €– 68.8 million in retained earnings as a result of transac- tions with equity holders, as well as changes in non-controlling interests of €– 198.8 million. in €m 31 Dec 2023 31.12.2022 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 €3.80 per share for 185,112,460 no-par value shares carry- ing dividend rights Appropriation to retained earnings 2,118.4 875.1 – 1,058.4 1,060.0 – 175.1 700.0 703.4 356.6 661.5 38.5 No-par value shares carrying dividend rights Number 31 Dec 2023 31 Dec 2022 16 Shareholders’ equity and appropriation of net income of Deutsche Börse AG 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 190,000,000 190,000,000 – 6,261,055 185,112,460 183,738,945 – 4,887,540 The annual financial statements of the parent company Deutsche Börse AG, prepared as at 31 December 2023 in accordance with the provisions of the Handelsgesetzbuch (HGB, the German Commercial Code), report net profit for the period of €2,118.4 million (2022: €875.1 million) and equity of €5,918.8 million (2022: €4,229.9 million). In 2023, Deutsche Börse AG distributed €661.5 million (€3.60 per share) from distributable profit for the previous year. The proposal on the appropriation of distributable profit reflects treasury shares held directly or indirectly by the company that do not carry dividend rights un- der 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 €3.80 per eligible share, an amended resolution for the ap- propriation of distributable profit will be proposed to the Annual General Meet- ing. PDF (A4) Deutsche Börse Group – Annual report 2023 187 Deutsche Börse Group – Annual report 2023 17 Employee benefits Employee benefits consist of:  Provisions for pensions,  provisions for all current and non-current employee benefits and  provisions for termination benefits Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Composition of employee benefits 31 Dec 2023 31 Dec 2022 in €m Non-cur- rent Current Total Non-cur- rent Current Total Provisions for pensions 48.1 0 48.1 12.0 0 12.0 Provisions for employee benefits Share based pay- ment 76.8 324.7 401.5 70.0 258.6 328.6 54.9 41.2 96.1 47.4 38.3 85.7 Bonuses 12.0 217.2 229.1 10.7 176.9 187.6 Vacation entitle- ments, flextime and overtime Other personnel pro- visions Provisions on the occa- sion of termination of employment Early retirement agreements Severance agree- ments Total benefits to employees 0 54.4 54.4 0 38.0 38.0 9.9 11.9 21.9 11.9 5.4 17.3 26.6 16.6 43.1 37.8 4.3 42.1 26.6 0 26.6 37.8 0 37.8 0 16.6 16.6 0 4.3 4.3 151.5 341.3 492.8 119.8 262.9 382.7 PDF (A4) Deutsche Börse Group – Annual report 2023 188 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information The individual categories of provisions changed as follows in the financial year 2023: Changes in provisions in €m Bonuses Share- based payments Holiday en- titlements, flexitime and over- time Other per- sonnel provisions Early retire- ment and severance Balance as at 1 Jan 2023 187.6 85.7 38.0 17.3 42.1 Changes in the basis of con- solidation Reclassification Utilisation Reversal Additions Interest Currency translation 14.4 – 6.6 4.2 – 0.2 10.4 – 0.9 3.5 – 3.8 4.3 1.0 – 185.2 – 35.5 – 50.8 – 21.2 – 42.8 – 17.8 – 1.6 – 31.1 228.6 43.5 87.0 0 8.1 0 0 0 1.8 – 2.2 28.2 0.3 – 0.2 21.9 – 1.5 39.0 0.9 0.1 43.1 Balance as at 31 Dec 2023 229.1 96.1 54.4 Provisions for pensions Defined benefit pension plans Provisions for pensions and similar obligations are measured using the pro- jected unit credit method on the basis of actuarial reports. Calculating the pre- sent value requires certain actuarial assumptions (e.g. discount rate, staff turn- over 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. The fair value of the plan assets is deducted from the present value of the pen- sion 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 ceil- ing), 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 deter- mined according to the adjusted “GlobalRate:Link” methodology from the advi- sory 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 in- come 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 (total disability pension, transitional payments) are also measured using the pro- jected unit credit method. Actuarial gains and losses and past service cost are recognised immediately and in full through profit or loss. PDF (A4) Deutsche Börse Group – Annual report 2023 189 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information The defined benefit obligations of the companies of Deutsche Börse Group re- late 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. The Group uses exter- nal trust solutions to cover some of its pension obligations. Net liability of defined benefit obligations in €m Germany Luxem- bourg Other Total 31 Dec 2023 Total 31 Dec 2022 Present value of defined benefit obliga- tions that are at least partially funded 421.0 72.4 86.8 580.2 500.7 Fair value of plan assets – 396.3 – 67.3 – 75.7 – 539.3 – 493.8 Funded status 24.7 5.1 11.1 40.9 Present value of unfunded obligations Net liability of defined benefit obligations Amount recognised in the balance sheet 7.2 31.9 31.9 0 5.1 5.1 0 7.2 11.1 48.1 11.1 48.1 6.9 5.1 12.0 12.0 The defined benefit plans comprise a total of 4,907 beneficiaries (2022: 4,527). 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 in €m Germany Luxem- bourg Other Total 31 Dec 2023 Total 31 Dec 2022 Eligible current employees 173.8 62.8 80.8 317.4 183.3 Former employees with vested entitlements Pensioners or surviving dependants 157.9 9.1 2.3 169.3 232.5 96.5 0.5 3.7 428.2 72.4 86.8 100.7 587.4 90.0 505.8 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 ac- tuarial 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. PDF (A4) Deutsche Börse Group – Annual report 2023 190 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 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 re- muneration 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 an- nual 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 in- come every year. This amount is multiplied by a capitalisation factor depend- ing 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 em- ployed in the above period can continue to earn capital components. 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 ad- justed 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 as- sessment, an amount has been determined that will be reviewed annually, and adjusted if necessary, by the Supervisory Board, taking any changes in circum- stances 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) organized 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 bal- ance. The pension plan does not pay any benefits in the event of death or dis- ability. Contributions to the ASSEP are funded in full by the participating com- panies. The contributions are determined annually on the basis of actuarial opinions in accordance with Luxembourg law. PDF (A4) Deutsche Börse Group – Annual report 2023 191 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Changes in net defined benefit obligations in €m Balance as at 1 Jan Current service cost Interest expense/(income) Past service cost Remeasurements Return on plan assets, excluding amounts already recognised in interest income Adjustments to demographic assumptions Adjustments to financial assumptions Experience adjustments Effect of exchange rate differences Contributions: Employers Plan participants Benefit payments Tax and administration costs Reclassification to Held for Sale Changes in the basis of consolidation Balance as at 31 Dec Present value of obligations Fair value of planassets Total 2023 2022 2023 2022 2023 2022 505.8 21.4 18.1 1.3 40.8 0 0 36.9 2.4 39.3 5.3 0.5 2.5 – 16.4 – 0.7 0 10.2 587.4 668.6 28.0 7.5 0 35.5 0 0 – 194.0 6.1 – 187.9 2.7 0 2.3 – 14.7 – 0.5 0 – 0.1 505.8 – 493.8 – 533.1 0 – 17.8 0 – 17.8 0 – 6.1 0 – 6.1 12.0 21.4 0.3 1.3 23.0 – 10.7 55.1 – 10.7 0 0 0 – 10.7 – 4.8 0 0 0 55.1 – 2.3 – 17.8 – 21.1 – 2.6 16.4 0.7 0 – 8.9 – 2.3 14.7 0 0.6 0.5 – 539.3 – 493.8 0 36.9 2.4 28.6 0.5 – 17.3 – 0.1 0 0 0 1.3 48.1 135.5 28.0 1.4 0 29.4 55.1 0 – 194.0 6.1 – 132.8 0.4 – 21.1 0 0.0 – 0.5 0.6 0.4 12.0 For Germany, there is a past service cost of around €1.0 million resulting from the new entitlements to the termination pension provided for members of the Executive Board. In the 2023 financial year, employees converted a total of €6.6 million (2022: €5.8 million) of their variable remuneration into deferred compensa- tion benefits. PDF (A4) Deutsche Börse Group – Annual report 2023 192 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Assumptions Provisions for pension plans and other employee benefits are measured annu- ally at the reporting date using actuarial techniques. The assumptions for de- termining the actuarial obligations for the pension plans differ according to the individual conditions in the countries concerned and are shown in the follow- ing table: Actuarial assumptions in % Discount rate Salary growth Pension growth Staff turnover rate1 31 Dec 2023 31 Dec 2022 Germany Luxembourg Germany Luxembourg 3.18 3.00 2.20 2.00 3.18 3.50 0 2.00 3.73 3.00 2.20 2.00 3.73 3.50 0 2.00 1) Up to the age of 50, afterwards 0 per cent In Germany, the “2018 G” mortality tables (generation tables) developed by Klaus Heubeck are used. For Luxembourg, generation tables of the Institut na- tional de la statistique et des études économiques du Grand-Duché de Luxem- bourg are used. Owing to the current very high inflation rates, pension adjustments in the next two to three years will significantly exceed the assumed (long-term) pension trend. This cumulative inflation (adjustment backlog) was taken into account in the corresponding commitments through the one-off increase in pensions. 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 ac- count. PDF (A4) Deutsche Börse Group – Annual report 2023 193 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Sensitivity of defined benefit obligation to change in the weighted principal assumptions Change in actuarial assumption Effect on defined benefit obligation in €m 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 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 instruc- tion, 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. 2023 2022 Defined benefit obligation in €m 445.1 568.9 508.3 494.2 509.1 492.8 511.8 489.1 Change in % – 11.1% 13.6% 1.5% – 1.3% 1.7% – 1.6% 2.2% – 2.3% Defined benefit obligation in €m 393.1 502.4 448.5 436.9 449.4 434.9 451.2 432.3 Change in % – 11.1% 13.6% 1.4% – 1.2% 1.7% – 1.6% 2.1% – 2.2% Luxembourg In Luxembourg, the Board of Directors of the Clearstream Pension Fund is re- sponsible 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 invest- ment policy, the fund may only invest in fixed-income and variable-rate securi- ties, as well as listed investment fund units; it may hold cash, including in the form of money market funds. PDF (A4) Deutsche Börse Group – Annual report 2023 194 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Composition of plan assets in €m Bonds Government bonds Multilateral develop- ment banks Corporate bonds Derivatives Stock index futures Interest rate futures Investment funds Total listed Qualifying insurance policies Cash Total not listed Total plan assets 31 Dec 2023 31 Dec 2022 420.5 319.0 92.8 8.7 6.9 3.7 3.2 31.0 458.4 49.0 31.9 80.9 78.0 % 1.3 % 5.7 % 85.0 % 9.1 % 5.9 % 15.0 % 400.1 301.0 82.4 16.7 – 0.2 – 0.1 – 0.1 30.0 430.0 42.9 20.9 63.8 81.0 % – 0.0 % 6.1 % 87.1 % 8.7 % 4.2 % 12.9 % 539.3 100.0 % 493.8 100.0 % As at 31 December 2023 the plan assets did not include any financial instru- ments of the Group (2022: 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. 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 liabil- ity increases accordingly. If volatility is low, the actual return is further ex- pected to exceed the return on corporate bonds with a good rating in the me- dium to long term. The amount of the net obligation is also influenced in par- ticular by changes in the discount rates. We consider the share price risk re- sulting 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 managea- ble 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 dura- tion 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 obliga- tions 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 infla- tion 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 com- pensation plan in times of rising inflation. In Luxembourg, salaries are ad- justed 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 PDF (A4) Deutsche Börse Group – Annual report 2023 195 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information in the form of a capital payment, there will be no inflation-linked effects once the beneficiary reaches retirement age. Defined contribution pension plans and multi-employer plans Duration and expected maturities of the pension obligations The weighted duration of the pension obligations as at 31 December 2023 is 12.6 years (2022: 12.7 years). Expected maturities of undiscounted pension payments in €m Less than 1 year Between 1 and 2 years Between 2 and 5 years Between 5 and 10 years Total Expected pension payments1) 31 Dec 2023 31 Dec 2022 18.6 21.4 83.7 219.3 343.0 14.5 16.3 69.7 173.7 274.2 1) The expected payments in Swiss francs were translated into euros at the relevant closing rate on 31 December. The expected service costs for defined benefit plans (excluding service cost for deferred compensation) for the financial year 2023 amount to approximately €13.3 million plus €1.2 million for the net interest expense.Defined contribu- tion pension plans and multi-employer plans Defined contribution plans There are defined contribution plans as part of the occupational pension sys- tem using pension funds and similar pension institutions. In addition, contri- butions are paid to the statutory pension insurance scheme. The level of con- tributions is normally determined in relation to income. As a rule, no provi- sions are recognised for defined contribution plans. The contributions paid are reported as pension expenses in the year of payment. There are defined contri- bution pension plans for employees in several countries. In addition, the em- ployer pays contributions to employees’ private pension funds. During the reporting period, the costs associated with defined contribution plans amounted to €61.3 million (2022: €54.6 million). Multi-employer plans Several Deutsche Börse Group companies are member institutions of BVV Ver- sicherungsverein des Bankgewerbes a.G., a pension insurance provider with its registered office in Berlin. Employees and employers make regular contribu- tions, which are used to provide guaranteed pension plans, and a potential surplus. The contributions to be made are derived from contribution rates ap- plied to active employees’ monthly gross salaries, taking into account specific financial thresholds. Member institutions have a subsidiary liability for the ful- filment of BVV’s agreed pension benefits. However, we consider the risk that this liability will be invoked as remote. Given that BVV membership is gov- erned by several Works Council Agreements, membership termination is sub- ject to certain conditions. The notice period for termination is defined in the ar- ticles of association of the BVV pension scheme. The employer retains a sub- sidiary liability for the pension entitlements of every individual employee that have vested as at the termination date. 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 PDF (A4) Deutsche Börse Group – Annual report 2023 196 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 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. The Deutsche Börse Group is not liable for commitments by other members of BVV. 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 as- sets 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 such designated multi- employer plans amounted to €10.3 million (2022: €10.1 million). In 2024 we expect to make contributions to multi-employer plans amounting to around €10.3 million. 18 Share-based payment Share-based payments for employees, managers and Executive Board mem- bers comprise cash-settled remuneration plans and remuneration plans settled with equity instruments. The main remuneration plans at Deutsche Börse Group are described below. Stock Bonus Plan (SBP) The SBP is open to senior executives of Deutsche Börse AG and its participat- ing subsidiaries. It grants a long-term remuneration component in the form of so-called SBP shares. These are generally accounted for as share-based pay- ments for which Deutsche Börse AG has a choice of settlement in cash or eq- uity instruments for certain tranches. Tranches due in previous years were each settled in cash. In the reporting period, the Deutsche Börse Group estab- lished an additional tranche of the SBP for senior executives who are not risk takers. In order to participate in the SBP, beneficiaries must have earned a bo- nus. 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 esti- mated 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 aver- age 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 bo- nus nor the stock options are paid at the time the bonus is determined. Ra- ther, 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 Gen- eral 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 (clos- ing auction price of Deutsche Börse shares in electronic trading on the Frank- furt Stock Exchange) is multiplied by the number of stock options. Stock op- tions are settled in cash. PDF (A4) Deutsche Börse Group – Annual report 2023 197 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Evaluation of the SBP 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 ex- pectation about future dividend payments. Valuation of SBP shares Tranche 2019 2020 2021 2022 20231 Total Balance at 31 Dec 2023 Number Deutsche Börse AG share price at 31 Dec 2023 € Intrinsic value/ option at 31 Dec 2023 € Fair value/ option at 31 Dec 2023 € Settlement obligation €m Current provision at 31 Dec 2023 €m Non-current provision at 31 Dec 2023 €m 0 6,908 9,458 10,943 11,880 39,189 186.50 186.50 186.50 186.50 186.50 165.95 186.50 186.50 186.50 186.50 165.95 179.04 131.70 86.12 42.23 0.0 1.2 1.3 0.9 0.5 3.9 0.0 1.2 0.0 0.0 0.0 1.2 0.0 0.0 1.3 0.9 0.5 2.7 1) Since the subscription rights for the 2023 tranche are only awarded in financial year 2024, the number disclosed as at the reporting date may change in financial year 2024. PDF (A4) Deutsche Börse Group – Annual report 2023 198 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Average price of the exercised and forfeited share options Combined management report Tranche Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 2019 2020 2021 2022 Average price of the exercised share options € Average price of the forfeited share options € 165.95 174.89 167.50 155.20 102.93 112.83 59.93 n.a. The stock options from the 2019 SBP tranche were exercised in the reporting period following the expiration of the waiting period. Shares of the SBP Change in number of SBP shares allocated tranches 2020 to 2022 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 measure- ment of the number of SBP stock options at the fair value of the closing auc- tion price of Deutsche Börse shares in electronic trading at the Frankfurt Stock Exchange at the reporting date and its proportionate recognition over the wait- ing period. Provisions for the SBP amounting to €3.9 million were recognised at the re- porting date of 31 December 2023 (31 December 2022: €3.0 million). The total expense for SBP stock options in the reporting period amounted to €2.0 million (2022: €1.5 million). Balance at 31 Dec 2022 Additions/ (disposals) tranche 2019 Additions/ (disposals) tranche 2020 Additions/ (disposals) tranche 2021 Additions/ (disposals) tranche 2022 Additions/ (disposals) tranche 2023 Fully settled cash options Options forfeited Balance at 31 Dec 2023 To other senior executives Total 34,876 34,876 172 172 75 75 73 73 – 331 – 331 11,880 11,880 –6,614 – 6,614 –942 – 942 39,189 39,189 PDF (A4) Deutsche Börse Group – Annual report 2023 199 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Long-Term Sustainable Instrument (LSI) and Restricted Stock Units (RSU) In 2014, Deutsche Börse Group introduced the Long-Term Sustainable Instru- ment (LSI) plan in order to provide share-based remuneration in line with reg- ulatory requirements. This programme was extended in 2016 with the Re- stricted 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 re- muneration 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 re- muneration shall be converted into RSU, subject to a three-year retention pe- riod 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 2017 tranche is calculated by di- viding the proportionate LSI or RSU bonus, respectively, for the year in ques- tion 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 2018- 2023 tranches is based on the closing auction price of Deutsche Börse shares as at the disbursement date of the cash component of the respective tranche (cash bonus) in the following year 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. Pay- ment of each tranche is made after a waiting period of one year. Neither remu- neration system stipulates any condition of service. Following the expiry of the waiting period, both the LSI and the RSU shares of the 2017 tranche 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 2018-2023 tranches are measured at the closing auction price as at the first trading day in February of the year in which the holding pe- riod ends. In the reporting year LSI shares from the tranches 2017-2021 were disbursed with a disbursement price of €168.05 for the shares in the tranche 2017. The disbursement price for the tranches 2018-2021 was €166.35. The difference in payout share prices is caused by the nature of the specific terms and conditions for the respective tranches. 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. No RSU shares were paid out in the reporting year. Measurement 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 ex- pectation about future dividend payments. PDF (A4) Deutsche Börse Group – Annual report 2023 200 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Valuation of LSI and RSU shares Combined management report Tranche 2018 2019 2020 2021 2022 2023 Total Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Balance as at 31 Dec 2023 Number Deutsche Börse AG share price as at 31 Dec 2023 € Intrinsic value/ option as at 31 Dec 2023 € Fair value/ option as at 31 Dec 2023 € Settlement obli- gation €m Current provi- sion as at 31 Dec 2023 €m Non-current provision as at 31 Dec 2023 €m 39,764 32,408 27,902 34,062 56,662 54,654 245,452 186.50 186.50 186.50 186.50 186.50 186.50 186.50 182.93-186.50 186.50 172.57-186.50 186.50 169.23-186.50 186.50 165.97-186.50 186.50 162.79-186.50 186.50 162.79-186.50 7.3 5.9 5.0 6.0 10.0 9.5 43.6 1.0 0.8 0.6 0.7 2.9 0.0 5.9 6.3 5.1 4.4 5.4 7.1 9.5 37.7 Provisions amounting to €43.6 million were recognised as at 31 December 2023 (31 December 2022: €34.1 million). The total expense for LSI/RSU stock options in the reporting period amounted to €13.9 million (31 December 2022: €11.3 million). Change in number of LSI and RSU shares allocated Balance at 31 Dec 2022 Additions/ (Disposals) Tranche 2018 Additions/ (Disposals) Tranche 2019 Additions/ (Disposals) Tranche 2020 Additions/ (Disposals) Tranche 2021 Additions/ (Disposals) Tranche 2022 Additions/ Tranche 2023 Fully settled cash options Balance at 31 Dec 2023 To other senior executives Total 219,609 219,609 – – – – – – – – – 2,173 – 2,173 54,654 – 26,638 245,452 54,654 – 26,638 245,452 PDF (A4) Deutsche Börse Group – Annual report 2023 201 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Performance Share Plan (PSP) Performance Share Plan (PSP) The PSP was launched in financial year 2016 for members of the Executive Board of Deutsche Börse AG as well as selected senior executives and employ- ees 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 constit- uents. The shares are subject to a performance period of five years. The subse- quent payment of the stock bonus will be settled in cash. The 100 per cent stock bonus target was calculated in euros for each Execu- tive Board member. The 100 per cent stock bonus target for selected execu- tives and employees of Deutsche Börse AG and participating subsidiaries is de- fined 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 cal- endar 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. compared with the total shareholder return of the STOXX Europe 600 Finan- cials 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 com- pany. The two performance factors contribute 50 per cent each to calculate overall target achievement. For the 2021 and 2022 tranches 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 Eu- rope 600 Financials Index accounts for 50 per cent. The annual growth rate for adjusted earnings per share over the performance period accounts for a fur- ther 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 perfor- mance shares with the average share price of Deutsche Börse AG’s shares (Xetra closing price) in the last calendar month preceding the performance pe- riod, plus the total of dividend payments made during the performance period based on the final number of performance shares. In the reporting year shares from the 2018 PSP tranche were disbursed at a price of €182.30. Until the 2021 tranche, servicing and treatment will be in accordance with the cash settlement rules. Settlement is in cash and with the exception of the 2021- 2023 tranches the transaction is measured and recognised as cash-settled share-based remuneration. Because of their specific contractual conditions the 2021-2023 tranches are treated as a settlement with equity instruments. The final number of Performance Shares was calculated by multiplying the original number of Performance Shares with the level of overall target achieve- ment. The PSP level of overall target achievement was based on two perfor- mance factors during the performance period: firstly, on the relative perfor- mance of the total shareholder return (TSR) on Deutsche Börse AG’s shares Measurement of 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 ex- pectation about future dividend payments. PDF (A4) Deutsche Börse Group – Annual report 2023 202 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Valuation parameters for PSP shares Term to Relative total shareholder return Net profit for the period attributable to Deutsche Börse AG shareholders Growth rate Earnings per Share ESG-Target Achievement Valuation of PSP shares Tranche 2017 2018 2019 2020 20211 20221 20231 Total Tranche 2023 Tranche 2022 Tranche 2021 Tranche 2020 Tranche 2019 Tranche 2018 Tranche 2017 31 Dec 2027 31 Dec 2026 31 Dec 2025 31 Dec 2024 31 Dec 2023 31 Dec 2022 31 Dec 2021 % % % % 100.0 100.0 100.0 100.0 155.0 250.0 235.0 n.a. 150.0 150.0 n.a. 150.0 150.0 n.a. 157.36-162.71 170.39 170.39 142.65-152.89 150.0 175.0 n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. Balance as at 31 Dec 2023 Number Deutsche Börse AG share price as at 31 Dec 2023 € Intrinsic value/ option as at 31 Dec 2023 € Fair value/ option as at 31 Dec 2023 € Settlement obligation €m Current provision as at 31 Dec 2023 €m Non-current provision as at 31 Dec 2023 €m 4,698 35,867 88,637 49,503 48,362 47,365 41,313 315,745 186.50 186.50 186.50 186.50 186.50 186.50 186.50 154.75 182.30 196.26 186.50 186.50 186.50 186.50 154.75 182.30 196.26 159.00 82.23 58.72 32.56 0.7 6.5 17.4 8.1 4.0 2.8 1.4 0.7 6.5 17.4 0.0 0.0 0.0 0.0 40.8 24.7 0.0 0.0 0.0 8.1 0.0 0.0 0.0 8.1 1) Since the 2021-2023 tranches are treated as being equity-settled, no provisions have been recognised for them. The above figures also include the shares of the members of the Executive Board. Provisions for the PSP amounting to €32.7 million were recognised at the re- porting date of 31 December 2023 (31 December 2022: €47.0 million). Of these provisions, €27.7 million were attributable to members of the Executive Board (2022: €22.8 million). The total expense for PSP options in the reporting period amounted to €11.3 million (2022: €17.0 million). Of that amount, an expense of €8.3 million was attributable to members of the Execu- tive Board (2022: €13.1 million). PDF (A4) Deutsche Börse Group – Annual report 2023 203 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Change in number of PSP shares allocated Balance at 31 Dec 2022 Additions/ (disposals) Tranche 2018 Additions/ (disposals) Tranche 2019 Additions/ (disposals) Tranche 2020 Additions/ (disposals) Tranche 2021 Additions/ (disposals) Tranche 2022 Additions/ (disposals) Tranche 2023 Fully settled cash options Balance at 31 Dec 2023 To the Executive Board1 To other senior executives Total 318,124 77,360 395,484 – – – 724 183 907 234 – 486 – 252 – 3 31,346 – 94,043 256,388 – 1,110 – 1,110 – 1,024 – 1,021 9,967 – 25,533 59,357 41,313 – 119,576 315,745 1) Active and former members of the Executive Board Granting of PSP-tranche 2023 for Executive Board members The PSP tranche 2023 was awarded at the beginning of the 2023 financial year. The relevant allocation price for the PSP tranche 2023 was €168.05. The performance period for the PSP tranche 2023 ends on 31 December 2027. The individual target amounts, the allocation price, the number of phantom performance shares awarded and the fair value as at 31 December 2023 are shown for the individual Executive Board members below: Granted PSP-tranche 2023 for Board members Board member Theodor Weimer Christoph Böhm Thomas Book Heike Eckert Stephan Leithner Gregor Pottmeyer Total Investment Target € Grant share price € Granted Perfor- mance Shares Number 1,365,000 588,000 542,334 542,334 588,000 588,000 4,213,668 168.05 168.05 168.05 168.05 168.05 168.05 8,123 3,499 3,228 3,228 3,499 3,499 Fair value/ option as at 31 Dec 2023 € 330,614 142,417 131,380 131,380 142,417 142,417 1,020,625 Group Share Plan (GSP) Employees of Deutsche Börse Group who are not members of the Executive Board or managing directors of Deutsche Börse Group companies have the op- portunity to acquire shares of Deutsche Börse AG at a discount under the Group Share Plan (GSP). Under the GSP tranche for the year 2023, the partic- ipating 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. The expense of this discount is recognised in the income statement at the grant date. In the reporting period, expenses totalling €7.4 million (2022: €6.3 million) were recognised in staff costs for the GSP. PDF (A4) Deutsche Börse Group – Annual report 2023 204 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Other material remuneration programmes in the context of acquisitions Qontigo Management Incentive Programme (MIP) An employee incentive programme was set up in the course of the acquisition for the senior management of the former Qontigo sub-group (index and analytics business of the Deutsche Börse Group). It grants a long-term remu- neration component in the form of virtual shares in the former Qontigo sub- group. These are generally accounted for as sharebased payments. The remu- neration payable to the beneficiaries is intended to reflect the economic devel- opment of the former Qontigo sub-group. The MIP contains a time-based and a performance-based component. The vesting period is three years, and under certain circumstances can be exercised early. It began when the transaction was completed. 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 former 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 former Qontigo Group as well as the expected term and the contract-spe- cific 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 pro- gramme. ISS Employee Incentive Programme (EIP) An employee incentive programme has been set up for selected managers at ISS, which enables 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 de- velopment of ISS. The EIP contains a time-based and a performance-based component. The programme will be settled in the first quarter 2024 with shares in Deutsche Börse AG and is accounted for according to the rules for equity settlement. Valuation The value of the virtual shares was calculated at the date of allocation to the beneficiaries, using a Black-Scholes model with contract-specific inputs. The main valuation parameters included the enterprise value and the expected vol- atility 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. ISS STOXX Employee Incentive Programme An employee incentive programme with market-standards conditions was set up for the senior management of the ISS STOXX sub-group. It grants a long- term remuneration component in the form of virtual shares and a virtual divi- dend right for the ISS STOXX sub-group. The programme enables the benefi- ciaries to participate in long-term valuation increases, so the accounting princi- ples for share-based remuneration apply. The vesting period is three years, and under certain circumstances can be ex- ercised early. Grants to the programme beneficiaries were made in late 2023 and early 2024. Since the main contractual conditions were agreed with the beneficiaries in 2023 and the employees had already started their work, Deutsche Börse Group started recognising the corresponding expenses in Q3 2023. PDF (A4) Deutsche Börse Group – Annual report 2023 205 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Deutsche Börse Group has a unilateral option to settle the virtual shares with equity, so they are accounted for in accordance with the rules for equity settle- ment. The virtual dividend right is settled in cash, so this component is ac- counted for in accordance with the rules on cash settlement. Deutsche Börse Group has the option of changing and/or adjusting the terms of the incentive programme in agreement with the Executive Board of SimCorp on condition that any such changes and/or adjustments do not reduce the overall value of the restricted stock units. Valuation The value of the restricted stock units was adjusted on the basis of the trans- action price reflecting the value of SimCorp at the time of the takeover by Deutsche Börse Group. In line with the vesting criteria, the value of the award is recognised as an expense over the vesting period. Valuation The value of the virtual shares is calculated at the date of allocation to the beneficiaries, using a Black-Scholes model with contract-specific inputs. The main valuation parameters include the enterprise value and the expected vola- tility of ISS STOXX, as well as the expected term. A pro rata addition of ex- penses over the vesting period is conducted in accordance with the criteria for a non-forfeiture of the programme. The value of the virtual dividend right is measured at each reporting date using current market parameters. SimCorp Employee Incentive Programme Employee incentive programmes with market-standards conditions were set up for the senior management and employees of SimCorp, which are settled in cash. They pay a long-term remuneration component in the form of restricted stock units (RSU) with contingent claims during the vesting period. The pro- gramme enables the beneficiaries to participate in long-term valuation in- creases, so the accounting principles for share-based remuneration apply. The vesting period is five years from the award date. The first allocations were made to the beneficiaries before Deutsche Börse Group acquired control of SimCorp. PDF (A4) Deutsche Börse Group – Annual report 2023 206 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 19 Changes in other provisions Other provisions The individual categories of provisions changed as follows in the financial year 2023: A provision is only recognised for restructuring when a detailed, formal restruc- turing plan has been adopted and those concerned have been given the rea- sonable 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. Changes in other provisions €m Interest on taxes Restruc- turing plan Other tax provision Miscella- neous Antici- pated losses 20 Other current liabilities Composition of other current liabilities Balance as at 1 Jan 2023 84.5 5.7 46.3 8.3 34.4 in €m 31 Dec 2023 31 Dec 2022 Changes in the basis of consolidation Reclassification Utilisation Reversal Additions Currency translation Interest Other liabilities from CCP transactions (commodities) 2.3 0 2.0 Contract liability Tax liabilities (excluding income taxes) Prepaid income 0 0 1.9 – 1.0 0 0 1.2 0 0.1 – 21.9 – 1.3 – 61.5 – 10.1 0 – 1.3 – 0.7 – 15.1 Liabilities to employees 17.0 8.8 10.7 11.1 0 0 0 0 0 0 0 0 51.4 – 1.3 Social security liabilities Liabilities to supervisory bodies 0 Miscellaneous 721.5 202.9 69.9 22.4 20.0 7.4 3.2 17.5 2,133.5 172.0 54.9 6.0 13.7 15.2 3.4 3.6 Balance as at 31 Dec 2023 31.8 13.6 33.8 18.6 73.7 Total 1,064.8 2,402.3 Provisions are recognised when we have a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The amount of the provision corre- sponds to the best possible estimate of the outflow of resources required to ful- fil the obligation as at the balance sheet date. The decline in other current liabilities results primarily from the decline in lia- bilities from CCP business. These liabilities are not part of the financial liabili- ties because the obligation does not consist of payment of cash but in physical delivery of commodities. PDF (A4) Deutsche Börse Group – Annual report 2023 207 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Other disclosures 21 Notes on the consolidated cash flow statement Reconciliation to cash and cash equivalents in €m Restricted bank balances Other cash and bank balances Net position of financial instruments held by central counter- parties 31 Dec 2023 31 Dec 20221 53,669.4 93,538.3 1,655.1 1,275.6 563.0 364.0 Composition of other non-cash income in €m Subsequent measurement of non-derivative financial instruments Subsequent measurement of derivatives Equity method measurement Gains on the disposal of subsidiaries and equity investments Contract assets and liabilities Total Current financial instruments measured at amortised cost 18,046.2 18,874.6 2023 2022 less financial instruments with an original maturity exceed- ing 3 months – 1,657.7 – 2,485.4 200.2 – 14.0 7.5 0 – 85.7 108.0 55.4 14.7 30.4 – 13.0 17.4 104.8 Current financial liabilities measured at amortised cost – 17,177.6 – 17,686.6 less financial instruments with an original maturity exceed- ing 3 months 1,258.0 1,514.2 Current liabilities from cash deposits by market participants – 53,401.3 – 93,283.2 Cash and cash equivalents 2,955.2 2,111.6 1) Previous year adjusted, see note 3. Reconciliation to cash and cash equivalents 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. PDF (A4) Deutsche Börse Group – Annual report 2023 208 Deutsche Börse Group – Annual report 2023 Changes in liabilities arising from financing activities 22 Earnings per share in €m Bonds issued Leasing liabilities Commercial papers Balance as at 1 Jan 2022 Cash flow from financing activities Acquisition from business combinations Additions from leases Disposals from leases Other and exchange rate differences Balance as at 31 Dec 2022 Cash flow from financing activities Acquisition from business combinations Additions from leases Disposals from leases Other and exchange rate differences 3,636.7 479.3 0 0 0 7.5 4,123.4 2,968.8 0 0 0 3.9 486.7 – 75.9 5.1 69.2 – 18.4 14.8 481.5 – 83.6 34.9 37.2 – 3.9 3.3 Balance as at 31 Dec 2023 7,096.2 469.3 801.0 – 741.0 0 0 0 0 60.0 3.4 0 0 0 1.5 64.9 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 year 2021. 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 employee incentive programmes at Institutional Shareholder Ser- vices Inc. as well as SimCorp A/S there are ongoing option rights, which had a small dilutive effect. PDF (A4) Deutsche Börse Group – Annual report 2023 209 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Calculation of earnings per share (basic and diluted) 23 Segment reporting Number of shares outstanding at beginning of period 183,738,945 183,618,782 Number of shares outstanding at end of period 185,112,460 183,738,945 Weighted average number of shares outstanding 184,298,877 183,630,715 Number of potentially dilutive ordinary shares 290,191 354,805 2023 2022 Weighted average number of shares used to compute diluted earnings per share Net profit for the period attributable to Deutsche Börse AG shareholders (€m) Earnings per share (basic) (€) Earnings per share (diluted) (€) Segment reporting 184,589,068 183,985,520 1,724.0 1,494.4 9.35 9.34 8.14 8.12 Deutsche Börse divides its business into four segments: This structure is used for the internal Group controlling and forms the basis for the financial report- ing. Detailed disclosures on the segment structure, which form part of these consolidated financial statements, can be found under the heading “Business operations and Group structure” in the section “Deutsche Börse: Fundamental information about the Group” in the combined management report. Investment Management Solutions Trading & Clearing Fund Services Securities Services Group Net revenue (€m) Operating costs (€m) 863.2 651.7 2,262.8 2,187.1 439.9 375.9 1,510.7 1,122.9 5,076.6 4,337.6 – 581.1 – 383.2 – 914.6 – 876.3 – 209.8 – 171.5 – 412.8 – 391.2 – 2,118.3 – 1,822.2 Result from financial investments – 6.1 – 7.0 1.2 20.0 – 3.4 – 0.6 – 5.7 – 2.2 – 14.0 10.2 2023 2022 2023 2022 2023 2022 2023 2022 2023 2022 thereof result of the equity method measurement of entities EBITDA (€m) EBITDA margin (%) Depreciation, amortization and impairment losses (€m) EBIT (€m) Capital expenditure1 (€m) Employees (as at 31 December) 1) Excluding investments from business combinations 0 0 14.8 10.1 – 4.6 – 0.6 – 6.6 – 2.7 3.6 6.8 276.0 261.5 1,349.4 1,330.8 226.7 203.8 1,092.2 729.5 2,944.3 2,525.6 32 40 60 61 52 54 72 65 58 58 – 128.4 – 103.7 – 165.8 – 134.6 – 45.8 – 44.0 – 78.5 – 73.3 – 418.5 – 355.6 147.6 157.8 1,183.6 1,196.2 180.9 159.8 1,013.7 656.2 2,525.8 2,170.0 44.4 35.1 6,628 3,835 115.6 4,171 159.1 3,918 34.4 38.1 69.5 91.2 263.9 323.5 1,369 1,162 2,334 2,163 14,502 11,078 PDF (A4) Deutsche Börse Group – Annual report 2023 210 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 The net revenue includes revenue generated through external parties as well as through intercompany transactions. The effect of intercompany revenue is eliminated (in net revenue) at Group level, however, as the revenue generated within the Group by a segment has the same revenue-reducing effect in the re- spective segment. For an overview of intercompany revenue see note 4. Ser- vices between segments are offset on the basis of measured amounts or fixed prices. The risks and returns from the activities of the subsidiaries operating within the economic environment of the European Monetary Union (EMU) do not dif- fer significantly from each other on the basis of the factors to be considered in identifying information on geographical regions under IFRS 8. We have there- fore identified the following regions: Euro area, other Europe, America and Asia-Pacific. Our business model – and that of all our segments – is focused on an interna- tionally 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 interna- tional participants. 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 bill- ing address. This means e.g. that sales to an American investor trading a prod- uct with an Asian underlying via a European clearing member are classified as European sales. Information on geographical regions in €m Euro zone Rest of Europe America Asia-Pacific Total of all regions Consolidation of internal net revenue Group Sales revenue1 Investments2 Non-financial non-current assets3, 4 Number of employees 2023 2022 2023 2022 2023 2022 2023 2022 2,715.6 1,466.9 719.7 320.6 5,222.8 – 89.6 5,133.2 2,543.2 1,315.0 640.3 290.0 4,788.5 – 96.2 4,692.3 211.7 25.2 27.0 0 263.9 0 263.9 281.1 8.7 32.8 0.9 323.5 0 323.5 4,478.8 5,376.9 3,307.3 35.7 13,198.7 0 13,198.7 4,396.2 1,367.9 3,552.5 36.1 9,352.7 0 9,352.7 6,655 3,514 1,552 2,781 14,502 0 14,502 5,702 1,984 1,273 2,119 11,078 0 11,078 1) Including countries in which more than 10 per cent of sales revenue was generated: Germany (2023: €1,084.0 million; 2022: €1,054.6 million), United Kingdom (2023: €916.2 million; 2022: €883.3 million) and United States (2023: €654.0 million; 2022: €582.3 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: Denmark (2023: €3,989.7 million; 2022: €0.2 million), Germany (2023: €3,787.9 million; 2022: €3,701.1 million), United States (2023: €3,306.0 million; 2022: €3,552.5 million) and Switzerland (2023: €1,357.6 million; 2022: €1,334.6 million). 4) These include intangible assets, property, plant and equipment as well as investments in associates and joint ventures. PDF (A4) Deutsche Börse Group – Annual report 2023 211 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 24 Financial risk management Detailed qualitative disclosures on financial instruments in line with IFRS 7.33, which form part of these consolidated financial statements, such as the type and extent of the risks arising from the financial instruments, as well as the objectives, strategies and processes of managing the risks, can be found under the headings “Risk management approach”, “Organisational structure and reporting lines for risk management” and “Centrally coordinated risk man- agement process” in the “Risk report” section of the combined management report. 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 by reference to the eco- nomic capital concept (for detailed disclosures, see the section “Financial risk”). 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 eq- uity capital 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 €600.0 million as at 31 December 2023. 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. Credit risk through profit or loss, for financial instruments of the central counterparties and derivative financial investments. Fundamentally and unless otherwise stated, the maximum risk exposure is the carrying amount shown in the con- solidated statement of financial position. Cash investments Clearstream receives cash deposits from its customers in various currencies, whereby Eurex Clearing AG receives cash collateral, mainly in EUR and CHF, and European Commodity Clearing AG mainly in EUR. These units invest the funds received in accordance with the treasury policy, which gives rise to a po- tential credit risk. 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 de- positing them with central banks. Eligible collateral for reverse repurchase agreements mainly consists of highly liquid financial instruments with a minimum rating of AA– (Standard & Poor’s/Fitch) or Aa3 (Moody’s) issued or guaranteed by governments or supra- national institutions. Counterparty credit risk is monitored on the basis of an internal rating system. Unsecured cash investments are permitted only with counterparties with in- vestment grade ratings within the framework of defined counterparty credit limits. An investment grade rating in this context means an internal rating of at least D, which corresponds to an external Fitch rating of at least BBB. Credit risks at DBG arise from trade receivables and contract assets, fixed in- come securities held at amortised cost, receivables from money market busi- ness, including reverse repos, overdraft facilities from the securities settlement business, receivables from the CCP business, cash and other bank balances. Further credit risks exist for fund interests and convertible bonds at fair value The carrying amount of reverse repurchase agreements as at 31 December 2023 was €9,424.2 million (2022: €6,805.2 million) and is shown in the items “Restricted bank balances” and “Financial assets measured at amortised cost”. The fair value of securities received as collateral under reverse repur- chase agreements was €9,614.5 million (2022: €7,144.9 million). PDF (A4) Deutsche Börse Group – Annual report 2023 212 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Clearstream Banking S.A. and Eurex Clearing AG are entitled to pledge the eli- gible securities received to their central banks in order to make use of the cen- tral banks’ monetary policy instruments. December 2023 (2022: €131.6 million). 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. Neither Clearstream Banking S.A nor Eurex Clearing AG had pledged securities to central banks as at 31 December 2023 (2022: Clearstream Banking S.A €451.3 million and Eurex Clearing AG €0.0 million). In addition, Clearstream Banking S.A., Clearstream Banking Frankfurt AG and Eurex Clearing AG used forex swaps in the context of their cash investments. Loans for settling securities transactions Clearstream grants customers intraday technical overdraft facilities to maximise settlement efficiency. Lending takes place on a secured basis and the individ- ual borrowing participants must provide full collateral for their credit limits in line with the EU regulation. These credit limits can be revoked at the discre- tion of the Clearstream sub-group. As at 31 December 2023 they came to a total of €175.3 billion. €7.1 billion of the total is unsecured and only relates to credit lines granted in special exceptional cases to selected central banks and multilateral development banks, partly on the basis of the borrower’s credit rating and partly on a zero-risk weighting according to Regulation (EU) No. 575/2013 (CRR) and after approval by the Executive Board of the Clear- stream sub-group. Actual outstandings at the end of each business day generally represent a small fraction of the facilities and amounted to €392.7 million as at 31 In addition, Clearstream guarantees the risks arising from the Automated Secu- rities Fails Financing programme that it offers its clients, in which Clearstream Banking S.A. acts as an intermediary between the lender and the borrower. This risk is covered by pledged collateral on the borrower’s account. As at 31 December 2023 the outstanding guarantees under this programme amounted to €521.7 million (2022: €1,385.2 million). The securities pledged in connection with these loans amounted to €550.7 million (2022: €1,731.5 million). Trade receivables The maximum credit risk for the item trade receivables is €1,840.5 million as at 31 December 2023 (2022: €2,295.7 million). 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 meas- ure 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. PDF (A4) Deutsche Börse Group – Annual report 2023 213 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Loss allowances for trade receivables as at 31 December 2023 in €m Expected loss rate Trade receivables Loss allowance Not more than 30 days past due Not more than 60 days past due Not more than 90 days past due Not more than 120 days past due Not more than 360 days past due More than 360 days past due Insolvent Total 0% 97.2 0 0% 22.6 0 0.4% 0.4% 7.9 0 4.7 0 2.3% 13.7 0.3 99.8% 100% 5.3 5.3 2.7 2.7 154.0 8.3 Loss allowances for trade receivables as at 31 December 2022 in €m Expected loss rate Trade receivables Loss allowance Not more than 30 days past due Not more than 60 days past due Not more than 90 days past due Not more than 120 days past due Not more than 360 days past due More than 360 days past due Insolvent Total 0.0% 92.7 0 0.0% 14.8 0 0.2% 8.9 0 0.9% 2.8 0 2.1% 12.5 0.3 98.5% 100% 3.8 3.6 2.4 2.4 137.9 6.3 Trade receivables are written off when there is no reasonable expectation of re- covery. 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. In the reporting year, as in the previous year there were no significant write- offs due to customer defaults (2022: nil). Contract assets The maximum credit risk for the item contract assets was €375.5 million as at 31 December 2023 (2022: nil). Impairments of €3.0 million were recognised on contract assets as at 31 December 2023. No contract assets were recog- nised as at 31 December 2022. Contract assets relate to rights to considera- tion from customers for software licences under subscription agreements with future payments, if this right depends on future performance by us. Contract assets from contracts with customers are measured at amortised cost less ex- pected credit losses. Contract assets come within the scope of the IFRS 9 im- pairment testing rules. The simplified approach is used and the expected credit loss over the entire term is estimated. PDF (A4) Deutsche Börse Group – Annual report 2023 214 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Debt securities The maximum credit risk for the item debt securities was €1,975.7 million as at 31 December 2023 (2022: €2,305.3 million). All debt securities are con- sidered 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. Development of the loss allowance Development of the loss allowance Debt securities Trade receivables Trade receivables Loans from the securities settlement business1 in €m Stage 1 Stage 1/2 Stage 3 Stage 3 Total Closing loss allowance as at 1 January 2022 Increase from business combinations Increase in the allow- ance recognised in profit or loss during the period Decrease in the allow- ance recognised in profit or loss during the period Closing loss allowance as at 31 December 2022 Increase from business combinations Increase in the allow- ance recognised in profit or loss during the period Decrease in the allow- ance recognised in profit or loss during the period Closing loss allowance as at 31 December 2023 0.4 0.8 7.9 1.7 10.8 0 0 – 0.1 0 – 0.1 0.1 0 0.7 0 0.8 – 0.1 – 0.5 – 2.6 – 0.2 – 3.4 0.4 0.3 6.0 1.5 0 0.4 0 0 8.2 0.4 0.1 0.1 3.3 0.8 4.3 – 0.0 – 0.1 – 1.7 0 – 1.8 0.4 0.8 7.6 2.3 11.0 1) Loss allowances for loans from the securities settlement business were reported as part of trade payables in previous years. This resulted in a reclassification to the item “Other financial assets measured at amortised cost” in the amount of € 1.5 million. PDF (A4) Deutsche Börse Group – Annual report 2023 215 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Financial instruments of the central counterparties The maximum credit risk for financial instruments of the central counterparties as at 31 December 2023 was €100,991.0 million (2022: €155,339.2 mil- lion) and is based on the net value of all margin requirements for transactions closed on the reporting date and collateral for the default fund. This amount represents the risk-based 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. To safeguard the Group’s central counter- parties 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 securi- ties on a daily basis or an intraday basis in the amount stipulated by the re- spective clearing house. The amount of collateral deposited for the financial in- struments of the central counterparties was €122,728.0 million as at 31 De- cember 2023 (2022: €182,104.6 million). This amount represents the collat- eral value of cash and securities collateral deposited for margins, covering the net value of all margin and default fund requirements Management of credit risk concentration, including collateral concentration, and so-called large exposures, is conducted in compliance with applicable reg- ulatory 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 Infra- structure Regulation, EMIR) and respectively applicable national requirements (see also the disclosures on capital management under the heading “Regula- tory capital requirements and regulatory capital ratios” in the Risk manage- ment section of the combined management report). Requirements of concen- tration risks arising from Regulation (EU) 909/2014 (Central Securities Depos- itory Regulation, CSDR) have been implemented as part of Deutsche Börse Group’s affiliated CSD recognised in under article 16 CSDR. The required economic capital (based on the so-called “Value at Risk” (VaR) with a confidence level of 99.9 per cent) for credit risk is calculated monthly for each day and amounted to €457.0 million as at 31 December 2023 (2022: €430.0 million). Additional security mechanisms of the Group’s central counterparties are de- scribed in detail in the section “Risk report”. Credit risk concentrations Our business model and the resulting business relationships mean that credit risk is concentrated in the financial services sector. Credit limits for counter- parties prevent any excessive concentration of credit risks on individual coun- terparties. Concentrations of collateral are also monitored. We also apply additional methods in order to detect credit concentration risks. We analyse the impact of a default by our two largest counterparties with un- secured commitments 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 commitments of the individual counterparties. All the concentra- tion 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 2023. PDF (A4) Deutsche Börse Group – Annual report 2023 216 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 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 lim- ited extent by market risk. The economic capital required for market price risks (based on the Value at Risk (VaR) with a confidence level of 99.9 per cent) is calculated at the end of each month. As of 31 December 2023 the economic capital for market price risks was €143.0 million (2022: €114.0 million). In the 2023 financial year, no impairment losses (2022: €1.0 million) were recognised in profit or loss for entities accounted for using the equity method that are not included in the VaR for market risk. Interest rate risk Changes in market interest rates may affect Deutsche Börse Group’s net in- come 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 invest- ment 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 line with our risk strategy, we may use financial instruments to hedge exist- ing or highly probable interest rate exposures. For this purpose, interest rate swaps, as well as swaptions, might be used. Our treasury policy requires the critical parameters of the hedging instruments to match the hedged items. Deutsche Börse Group issued three fixed rate bonds with a total nominal value of €3 billion in 2023 in connection with the takeover of SimCorp. To hedge the long-term financing against unexpected interest rate increases, three for- ward starting deal contingent interest rate swaps with a nominal value of €2 billion were taken out in May 2023. These swaps were dissolved when the fixed interest bonds were issued in September 2023. Cash flow hedge accounting was applied to this hedging. Details of Deutsche Börse Group’s outstanding bonds can be found in the “Financial position” section of 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 environ- ment. Negative interest rates resulting from reinvestments of these cash depos- its are passed on to the respective Clearstream customers after applying an ad- ditional margin. For Eurex Clearing AG, interest rates on cash collateral are in principle calculated based on a predefined market benchmark rate per cur- rency after deducting an additional spread per currency. In exceptional cases such as market disruption, Eurex Clearing AG reserves the right to calculate in- terest rates on cash collateral based on the recognised interest rate. Group entities may furthermore invest their own capital and part of customer cash balances in high-quality liquid bonds. The risk from interest-bearing assets and liabilities is monitored every business day and systematically limited. The system consists of a combined limit metric (CLM) that covers both liquidity and interest rate risk. The interest rate risk limits determine the acceptable maximum loss caused by a hypothetical ad- verse yield curve shift. In this way, the cash flow risk arising from potential interest rate changes was hedged. Cash flow hedge accounting was applied to this hedging. PDF (A4) Deutsche Börse Group – Annual report 2023 217 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 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-ex- change risk that we are exposed to are cash flow-, translation- and transac- tion-related foreign-exchange risk. Cash flow risk reflects the risk of fluctua- tions in the present value of future operating cash flows from foreign-exchange movements. Translation risk comprises effects from the valuation to 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 asset and lia- bilities in foreign currencies. Currency mismatches are avoided to the maximum extent possible. All types of foreign exchange risk are measured regularly and monitored at Group level. Limits are set for the cash flow and currency translation risks that affect our gains and losses. Deutsche Börse Group’s treasury policy defines risk limits which take into account historic foreign-exchange rate fluctuations. Any expo- sure exceeding those limits must be hedged. Foreign-exchange exposures be- low 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. We operate internationally and are, to a limited extent, exposed to foreign-ex- change risk, primarily in US$, Fr., £ and Kč. Exchange rate fluctuations may affect our profit margins and the value of assets and liabilities denominated in a currency that is not the functional currency of the relevant Group entity. The respective currency risks arise mainly from operating income and expenses de- nominated in a currency other than the functional currency, partly from that portion of the Clearstream segment’s sales revenue and net interest income from treasury activities in banking and similar business that is directly or indi- rectly in US$. To eliminate foreign-exchange risks we use financial instruments to hedge ex- isting or highly probable forecast transactions. The Group may use foreign-ex- change 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. Clearstream Banking S.A. entered into foreign-exchange forwards in 2023 to hedge part of the risk from the result of treasury activities in banking and simi- lar business in US$. In addition, the Group uses foreign exchange derivatives to hedge foreign exchange risks in connection with internal cash pooling and loans. PDF (A4) Deutsche Börse Group – Annual report 2023 218 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Contractually agreed credit lines Company Purpose of credit line Currency Amount at 31 Dec 2023 m Amount at 31 Dec 2022 m Deutsche Börse AG Working capital1) Eurex Clearing AG Settlement Settlement Settlement2) Clearstream Banking S.A. Working capital1) Settlement2) Settlement2) Settlement2) Clearstream Banking AG Settlement European Energy Exchange AG Working capital European Commodity Clearing AG Axioma Inc. SimCorp A/S Settlement Working capital Settlement € € Fr. US$ € € 600.0 900.0 200.0 300.0 750.0 600.0 900.0 200.0 300.0 750.0 4,375.0 4,225.0 US$ 2,950.0 3,200.0 £ € € € 0 200.0 22.0 350.0 200.0 22.0 140.0 140.0 US$ DKK 1.9 266.3 1.7 0.0 1) €500.0 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. Other market risks Market risk also arises from investments in bonds, investments in funds and futures within the framework of contractual trust arrangements (CTAs) and from the Clearstream Pension Fund in Luxembourg. For the CTAs, the invest- ment is protected by a predefined floor, which reduces the risk of extreme losses for Deutsche Börse Group. In addition, there are equity price risks aris- ing from strategic equity investments. Liquidity risk For us, 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. Financing arrangements required for unexpected events may also result in a liquidity risk. Most of our cash investments are short-term to ensure that liquidity is available, should such a financing need arise. Both Eurex Clearing AG and Clearstream can invest stable customer credit balances in secured money market products (for up to one year for Eu- rex Clearing and six months for Clearstream) or in investment grade securities with a remaining term to maturity of less than five years for Eurex Clearing and Clearstream, subject to strict monitoring of mismatching and interest rate lim- its. 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 respec- tive central banks. In terms of the maturities of the cash spreads received from customers and its corresponding investments, Eurex Clearing is almost per- fectly matched. The companies of Deutsche Börse Group have the following credit lines at their disposal, which were not recognised as of the balance sheet date. PDF (A4) Deutsche Börse Group – Annual report 2023 219 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 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. As at 31 December 2023 this guarantee came to US$ 3.0 bil- lion (2022: US$3.0 billion). Euroclear Bank S.A./N.V. has also issued a guar- antee in favour of Clearstream Banking S.A. amounting to US$ 3.0 billion (2022: US$3.0 billion). A commercial paper programme offers Deutsche Börse AG and subsidiaries an opportunity for flexible, short-term financing, involving a total facility of €3.5 billion in various currencies. We had issued commercial paper with a nominal volume of €1,142.1 million as at 31 December (2022: €566.0 mil- lion) In 2023, after the successful acquisition of SimCorp, Standard & Poor’s down- graded Deutsche Börse AG’s long-term issuer credit rating to AA–. Deutsche Börse AG’s commercial paper programme also had the highest short-term rat- ing 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 2023. S&P also rated Clearstream Banking AG as AA in November 2023. For further details on the rating of Deutsche Börse Group, see section “Financial position” section in the combined management report. PDF (A4) Deutsche Börse Group – Annual report 2023 220 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Maturity analysis of financial instruments (1) €m 31 Dec 2023 Contractual maturity Sight 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 Over 5 years Reconcili- ation to carrying amount Carrying amount 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 0 0 0 2.4 Current financial liabilities measured at amortised cost 15,335.3 thereof lease liabilities Current financial liabilities at fair value through profit or loss 0 0 7.4 149.9 3,667.1 5,048.8 – 1,389.1 7,484.0 0 0 1,511.3 1,587.1 21.8 0 0 0 0.4 248.7 63.2 0.1 186.2 198.1 0.3 0.0 7.3 0 0 0 0 0 0.0 0 0 0 0 0 0 384.3 0.3 1,514.2 – 0.9 17,177.6 0 0 0 85.0 0.1 53,401.3 15,605.7 37,190.9 604.7 Cash deposits by market participants Total non-derivative financial liabilities (gross) 30,943.4 40,296.7 1,003.8 3,674.7 5,048.8 – 1,390.1 79,577.4 Derivatives and financial instruments held by central counterparties Financial instruments and derivatives held by central counterparties 47,582.0 70,925.7 18,834.2 7,078.3 589.3 less financial assets and derivatives held by central counterparties – 48,145.0 – 70,925.7 – 18,834.2 – 7,078.3 – 589.3 0 0 145,009.5 – 145,572.5 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 Derivatives held for trading Total 0 0 35.9 0 1,168.6 2,835.0 313.1 0 0 0 0 – 37.2 – 304.7 0 – 1,168.3 – 2,843.7 – 562.7 – 10.1 0 0 8.3 0 0 0 0 0 0 0 0 0 0 0 0 0 0 PDF (A4) Deutsche Börse Group – Annual report 2023 221 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Maturity analysis of financial instruments (2) €m 31 Dec 20221 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 Cash deposits by market participants Total non-derivative financial liabilities (gross) Derivatives and financial instruments held by central counterparties Financial instruments 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 Derivatives held for trading Total derivatives and hedges 1) Previous year adjusted, see note 3. Contractual maturity Sight 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 Over 5 years Reconcili- ation to carrying amount Carrying amount 0 0 0 0.1 15,710.3 0 0 0 7.4 0 0 2,039.7 1,657.1 19.1 0.3 92,606.4 34.6 0 0 0.1 122.1 58.2 0 676.7 706.5 203.9 6.1 0 0 0 0 0 3,450.3 253.5 0 0 0 0 0 0 336.1 – 46.7 0 0 – 6.5 – 6.5 0 0 4,535.0 410.7 6.1 2,039.8 17,482.8 70.8 0.3 93,283.1 15,710.3 96,310.8 833.4 712.6 3,450.3 329.6 117,347.1 81,408.6 – 81,772.6 37,670.2 – 37,670.2 10,489.9 – 10,489.9 8,350.5 – 8,350.5 728.0 – 728.0 0 0 138,647.2 – 139,011.2 0 0 284.0 0 0 – 285.6 – 365.6 0 0 4,444.8 0 0 1,255.9 – 36.5 0 – 4,506.7 – 98.4 – 109.6 0 – 1,324.2 – 177.9 194.0 0 0 – 225.9 0 0 – 31.9 0 0 0 0 0 0 0 PDF (A4) Deutsche Börse Group – Annual report 2023 222 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 25 Financial liabilities and other risks Legal risks The companies of Deutsche Börse Group are exposed to litigation. Such litiga- tion 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 obli- gation 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 possi- ble 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 the Group, prior settlement talks (to the extent that they have already taken place) as well as expert opinions and evaluations of legal advisers. Losses also may 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 shown for contingent liabili- ties. The main legal disputes that have been classified as contingent liabilities as at 31 December 2023 and for which consequently no provisions have been rec- ognised as at 31 December 2023 are described below. 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 Luxem- bourg 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 ob- tained U.S. judgements against Iran and/or Bank Markazi – are seeking turno- ver of assets that Clearstream Banking S.A. is holding as custodian in Luxem- bourg and that are attributed to Bank Markazi. Several of these 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. judgement 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 Bank Markazi also was a party. Currently, the following proceedings that were initiated by the men- tioned plaintiffs groups and that primarily target assets attributed to Bank Markazi are ongoing: PDF (A4) Deutsche Börse Group – Annual report 2023 223 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023  “Peterson II” plaintiffs group: On 30 December 2013, plaintiffs filed a com- plaint 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. The proceedings since then had advanced to the U.S. Supreme Court but were then re- manded to the district court. On 22 March 2023, the district court awarded judgement to the plaintiffs for turnover of approximately USD 1.7 billion that are attributed to Bank Markazi and held in custody at Clearstream Banking S.A. in Luxembourg in a client account. Clearstream Banking S.A. appealed against the decision.  “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.  “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 asserted 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). The plaintiffs withdrew their complaint effective as of 24 April 2023.  “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. tar- geting 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 custo- dian in Luxembourg, the complaint also asserts direct damage claims against Clearstream Banking S.A. and other defendants in the amount of up to ap- prox. 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).  “Acosta/Beer/Greenbaum/Kirschenbaum” plaintiffs group: On 28 February 2022, plaintiffs filed new complaints in the U.S. against Clearstream Bank- ing S.A. targeting turnover of certain assets that Clearstream Banking S.A. holds as a custodian in Luxembourg. In connection with assets concerning Bank Markazi, Bank Markazi on 17 Jan- uary 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 totalling 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. PDF (A4) Deutsche Börse Group – Annual report 2023 224 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 In another proceeding, on 30 April 2021, a Luxembourg first instance court at the request of Bank Markazi issued a declaratory judgement against Clear- stream Banking S.A. in connection with, amongst others, the abovementioned Peterson II proceedings 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 per violation. Clear- stream Banking S.A. 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 abovementioned 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 or- dered 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 of Clearstream Banking S.A. does not think that claims for damages raised against Clearstream Banking S.A. in Luxembourg or in the U.S. will be suc- cessful. Based on this, as of 31 December 2023 and unchanged from the pre- vious year, no provisions were made in connection with the aforementioned matters. 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 restitu- tion 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 US$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 pro- ceedings, 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 judgement. 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 in the course of the insolvency proceedings concerning the assets of Air Berlin PLC. PDF (A4) Deutsche Börse Group – Annual report 2023 225 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 as potential secondary participants. Starting on 27 August 2019, together with other supporting authorities, the Public Prosecutor’s Office in Cologne con- ducted searches of the offices of Clearstream Banking AG, Clearstream Bank- ing 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 sus- pects to include current and former employees as well as executive board members of Deutsche Börse Group companies. In 2020 and again in 2022, Deutsche Börse Group became aware of further extensions of the group of sus- pects. 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. Tax risks Due to its business activities in various countries, Deutsche Börse Group is ex- posed to tax risks. A process has been developed to recognise and evaluate these risks, which are initially recognised based on their probability of occur- rence. 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. As informed by the competent court on 28 March 2023, the lawsuit served on Clearstream Banking AG on 24 January 2022 naming Clearstream Banking AG and two other parties as jointly and severally liable defendants for damages in the amount of around €216 million (plus interest) and for a declaration of the defendants’ liability for future damages, was withdrawn by the plaintiff. In the context of sanctions imposed on Russia, Clearstream Banking S.A. has frozen assets of customers in Luxembourg in accordance with applicable law. A number of lawsuits have been brought against Clearstream Banking S.A. in Russian courts targeting turnover or restitution of frozen assets. The total value claimed from Clearstream Banking S.A. in these proceedings amounts to ap- proximately €74 million. It cannot be ruled out that further lawsuits concern- ing frozen assets may be filed, which could also include recourses against as- sets held by Clearstream Banking S.A. in Russia or elsewhere. The Executive board is not currently aware of any significant change in the Group’s risk situation. 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 U.S. attorney. 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 partici- pants 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. PDF (A4) Deutsche Börse Group – Annual report 2023 226 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Following the completion of the tax inspections for the years 2006 to 2008 we see the Group exposed to risks resulting from (i) corrections to input VAT de- ductions in accordance with the letters from the Federal Ministry of Finance of 3 May 2021 and 23 June 2022 (concerning the VAT treatment of services by exchange operators), (ii) the disallowance of tax-free income and intra-Group funding and (iii) the disallowance of provisions for stock option programmes. Full provision has been made in the balance sheet for any tax and interest back-payments that may result and the corresponding appeals have been lodged. We assume that the tax authorities will at least query the points (i) and (ii) mentioned above for the years from 2009 onwards for which the tax as- sessments are not yet definitive. 26 Corporate governance On 7 December 2023 the Executive and Supervisory Boards issued the latest version of the declaration of compliance in accordance with section 161 of the Aktiengesetz (AktG, German Stock Corporation Act) and made it permanently available to shareholders on the company’s website. . 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 ex- ecutive bodies. Business relationships with related parties The following table shows transactions entered into within the scope of busi- ness relationships with non-consolidated companies of Deutsche Börse AG during the 2023 financial year. All transactions took place on standard market terms. PDF (A4) Deutsche Börse Group – Annual report 2023 227 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Transactions with related parties Amount of the transactions: revenue Amount of the transactions: expenses Outstanding balances: receivables Outstanding balances: liabilities in €m Associates Total sum of business transactions 2023 14.8 14.8 2022 14.3 14.3 2023 28.0 28.0 2022 31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022 29.1 29.1 1.4 1.4 1.1 1.1 0.1 0.1 2.8 2.8 Business relationships with key management personnel Key management personnel are persons who directly or indirectly have author- ity and responsibility for planning, directing and controlling the company’s ac- tivities. The Group only defines the members of the Executive Board and Su- pervisory 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 man- agement personnel. 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 €30.2 million (2022: €28.5 million). During the year under re- view, expenses of €8.3 million (2022: €13.1 million) were recognised in con- nection with share-based payments to Executive Board members. The actuarial present value of the pension obligations to Executive Board members was €17.9 million as at 31 December 2023 (2022: €14.5 million). Expenses of €2.0 million (2022: €2.5 million) were recognised as additions to pension provisions. Former members of the Executive Board or their surviving dependents The remuneration paid to former members of the Executive Board or their sur- viving dependents amounted to €3.2 million in 2023 (2022: €6.5 million). The actuarial present value of the pension was €62.8 million as at 31 Decem- ber 2023 (2022: €58.4 million). Termination benefits There were no changes in the composition of the Executive Board of Deutsche Börse AG in 2023, so no expenses were incurred (2022: zero). Supervisory Board The aggregate remuneration paid to members of the Supervisory Board in the reporting year was €2.7 million (2022: €2.6 million). In financial year 2023 the employee representatives on Deutsche Börse AG’s Supervisory Board received remuneration (excluding Supervisory Board remu- neration) amounting to €0.9 million (2022: €0.8 million). The total consists PDF (A4) Deutsche Börse Group – Annual report 2023 228 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 of the fixed and variable salary components and pension expenses for those employee representatives. 29 Decision-making bodies 28 Employees Employees Average number of employees during the year Employed at the reporting date 22002233 22002222 12,187 14,502 10,675 11,078 Employees (average annual FTEs) 11,656 10,143 Of the average number of employees during the year, 30 (2022: 29) were managing directors (not including the Executive Board), 731 (2022: 650) were other senior managers and 11,425 (2022: 9,996) were employees. Including part-time staff there were 11,656 full-time equivalents (FTE) on av- erage during the year (2022: 10,143). Please also refer to the section “Employees” in the combined management report. The members of the company’s decision-making bodies are listed in the chap- ters “The Executive Board” and “The Supervisory Board” of this annual report. 30 Events after the end of the reporting period There were no significant events after the end of the reporting period. 31 Date of approval for publication Deutsche Börse AG’s Executive Board approved the consolidated financial statements for submission to the Supervisory Board on 5 March 2024. The Supervisory Board is responsible for examining the consolidated financial statements and stating whether it endorses them. PDF (A4) Deutsche Börse Group – Annual report 2023 229 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 32 Disclosures on material non-controlling interests 33 Disclosures on associates Material non-controlling interests Non-material associates European Energy Exchange Group Leipzig, Germany ISS STOXX Group Eschborn, Germany in €m Attributable to non-con- trolling interests: Non-controlling interest (%) Net profit for the period (€m) Equity (€m) Dividend payments (€m) Assets (€m) Liabilities (€m) Profit/(loss) (€m) Other comprehensive income (€m) Comprehensive income (€m) Cashflows (€m) 31 Dec 2023 31 Dec 2022 31 Dec 2023 31 Dec 2022 24.9 24.9 19.7 n.a. . 55.6 233.1 5.5 30.9 182.4 5.5 21.5 1,987.9 0 18,597.0 42,091.6 3,538.5 17,660.7 41,359.0 223.5 124.0 926.2 109.0 7.1 6.3 – 105.3 230.6 93.1 130.3 86.7 3.7 30.3 n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. n.a. Book value of non-material associates Profit after tax Comprehensive income 31 Dec 2023 31 Dec 2022 114.5 3.71 3.7 111.5 7.91 7.9 1) Disclosures are based on preliminary and unaudited figures which may be adjusted subsequently. 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 exer- cised through the Group’s representation on the supervisory board or the board of directors. PDF (A4) Deutsche Börse Group – Annual report 2023 230 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 34 List of shareholdings Deutsche Börse AG’s equity interests in subsidiaries, associates and joint ventures as at 31 December 2023 included in the consolidated financial statements are presented in the following tables. There were no joint ventures as at the reporting date. Consolidated subsidiaries Company 360 Treasury Systems AG 360 Trading Networks Inc. 360 Trading Networks Limited 360 Trading Networks Sdn Bhd 360 Trading Networks UK Limited 360T Asia Pacific Pte. Ltd. 360TGTX Inc. Finbird GmbH ThreeSixty Trading Networks (India) Pte. Ltd. CF Asset Holding AG Clearstream Fund Centre AG Clearstream Fund Centre (Hong Kong) Limited Clearstream Fund Centre Holding S.A. Clearstream Fund Centre S.A. Clearstream Australia Limited Clearstream Australia Nominees Pty Ltd. (dormant) Clearstream Global Securities Services Limited Clearstream International S.A. LuxCSD S.A. Clearstream Nominees Limited Clearstream Operations Prague s.r.o. Clearstream Services S.A. Clearstream Holding AG PDF (A4) Deutsche Börse Group – Annual report 2023 Domicile Equity interest as at 31 Dec 2023 direct/(indirect) % Frankfurt am Main, Germany New York, USA Dubai, United Arab Emirates (UAE) Kuala Lumpur, Malaysia London, Great Britain Singapore, Singapore New York, USA Frankfurt am Main, Germany Mumbai, India Baar, Switzerland Zurich, Switzerland Hong Kong, Hong Kong Luxembourg, Luxembourg Luxembourg, Luxembourg Sydney, Australia Sydney, Australia Cork, Ireland Luxembourg, Luxembourg Luxembourg, Luxembourg London, Great Britain Prague, Czech Republic Luxembourg, Luxembourg Frankfurt am Main, Germany 100.00 (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) 100.00 100.00 (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) 100.00 231 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Consolidated subsidiaries Company Clearstream Banking AG Clearstream Banking S.A. Clearstream London Ltd. Crypto Finance AG Crypto Finance (Deutschland) GmbH Crypto Finance (Asset Management) AG DB1 Ventures GmbH Deutsche Boerse Market Data + Services Singapore Pte. Ltd. Deutsche Boerse Systems Inc. Centana Growth Partners, LLC Bryant Sands Partners, LLC Bryant Sands Partners II, LLC Quantitative Brokers LLC Quantitative Brokers UK Limited Quantitative Brokers Australia Pty Ltd. Quantitative Brokers Singapore Pte Ltd. (dormant) Quantitative Brokers Software India Private Limited U.S. Exchange, L.L.C. (dormant) Deutsche Börse Digital Exchange GmbH Deutsche Börse Photography Foundation gGmbH Deutsche Börse Services s.r.o. Eurex Frankfurt AG Eurex Clearing AG Eurex Repo GmbH Eurex Securities Transactions Services GmbH (dormant) Eurex Global Derivatives AG Eurex Services GmbH European Energy Exchange AG EEX Asia Pte. Limited PDF (A4) Deutsche Börse Group – Annual report 2023 Domicile Frankfurt am Main, Germany Luxembourg, Luxembourg London, Great Britain Zurich, Switzerland Frankfurt am Main, Germany Zurich, Switzerland Frankfurt am Main, Germany Singapore, Singapore Chicago, USA New York, USA Delaware, USA Delaware, USA New York, USA Hounslow, Great Britain Sydney, Australia Singapore, Singapore Chennai, India Wilmington, USA Frankfurt am Main, Germany Frankfurt am Main, Germany Prague, Czech Republic Frankfurt am Main, Germany Frankfurt am Main, Germany Frankfurt am Main, Germany Frankfurt am Main, Germany Zug, Switzerland Frankfurt am Main, Germany Leipzig, Germany Singapore, Singapore Equity interest as at 31 Dec 2023 direct/(indirect) % (100.00) (100.00) (100.00) 91.94 (91.94) (91.94) 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) 100.00 100.00 75.05 (75.05) 232 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Consolidated subsidiaries Company EEX Australia Pty Ltd. Lacima Group Pty Ltd. Lacima Group (US), Inc. LG UK PTY LTD Lacima Workbench Pty Ltd. EEX Link GmbH European Commodity Clearing AG European Commodity Clearing Luxembourg S.à r.l. 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 UAB GET Baltic Power Exchange Central Europe a.s. Power Exchange Central Europe Poland sp.z.o.o. FundsDLT S.A. ISS STOXX GmbH ISS HoldCo Inc. Institutional Shareholder Services Inc. Asset International, Inc. Asset International Australia Pty Ltd. Rainmaker Information Pty Limited Data Management & Integrity Systems Pty Ltd. (dormant) Financial Standard Pty Ltd. (dormant) PDF (A4) Deutsche Börse Group – Annual report 2023 Domicile Sydney, Australia Sydney, Australia Delaware, USA Sydney, Australia Sydney, Australia Leipzig, Germany Leipzig, Germany Luxembourg, Luxembourg Helsinki, Finland Tunbridge Wells, Great Britain Tysons Corner, USA Tysons Corner, USA Tysons Corner, USA Vienna, Austria Paris, France Amsterdam, Netherlands Berne, Switzerland Vilnius, Lithuania Prague, Czech Republic Warsaw, Poland Belvaux, Luxembourg Eschborn, Germany Rockville, USA Rockville, USA Rockville, USA Melbourne, Australia Sydney, Australia Sydney, Australia Sydney, Australia Equity interest as at 31 Dec 2023 direct/(indirect) % (75.05) (75.05) (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) (49.53) (50.03) (50.03) 100.00 80.31 (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) 233 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Consolidated subsidiaries Company Asset International Deutschland GmbH FWW Fundservices GmbH FWW Media GmbH Intelligent Financial Systems Limited Discovery Data, Inc. Institutional Shareholder Services (Australia) Pty. Ltd. Institutional Shareholder Services (Hong Kong) Limited Institutional Shareholder Services Canada Inc. Institutional Shareholder Services Europe S.A. Institutional Shareholder Services France S.A.S. Institutional Shareholder Services Switzerland AG Institutional Shareholder Services Germany AG Institutional Shareholder Services India Private Limited Institutional Shareholder Services K.K. Institutional Shareholder Services Philippines Inc. Institutional Shareholder Services (Singapore) Private Limited ISS Corporate Solutions, Inc. ISS Europe Limited ISS-Ethix AB Institutional Shareholder Services UK Limited Securities Class Action Services, LLC ISS STOXX Index GmbH Stoxx Ltd. INDEX PROXXY Ltd. KNEIP Communication S.A. KNEIP Asia Ltd. KNEIP Communication GmbH Fundlook S.à.r.l. Dataglide Ltd. PDF (A4) Deutsche Börse Group – Annual report 2023 Domicile Haar, Germany Haar, Germany Haar, Germany London, Great Britain Rockville, USA Sydney, Australia Hong Kong, Hong Kong Toronto, Canada Brussels, Belgium Paris, France Zug, Switzerland Munich, Germany Mumbai, India Tokyo, Japan Manila, Philippines Singapore, Singapore Rockville, USA London, Great Britain Stockholm, Sweden London, Great Britain Rockville, USA Eschborn, Germany Zug, Switzerland London, Great Britain Luxembourg, Luxembourg Hong Kong, Hong Kong Frankfurt am Main, Germany Luxembourg, Luxembourg London, Great Britain Equity interest as at 31 Dec 2023 direct/(indirect) % (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) (80.31) 100.00 (100.00) (100.00) (100.00) (100.00) 234 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Consolidated subsidiaries Company SimCorp A/S 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 Inc. (dormant) SimCorp sp z.o.o. SimCorp Japan KK SimCorp France S.A.S. SimCorp Schweiz AG SimCorp Norge AS SimCorp Iberia S.L. (Spain) SimCorp Ukraine LLC SimCorp Österreich GmbH SimCorp Luxembourg S.à.r.l. SimCorp Gain Switzerland GmbH SimCorp Gain Austria GmbH SimCorp Ltd. (UK) SimCorp Canada Inc. SimCorp GmbH (Germany) SimCorp Hong Kong Ltd. SimCorp Italiana S.r.l SimCorp Philippines Inc. PDF (A4) Deutsche Börse Group – Annual report 2023 Domicile Copenhagen, Denmark New York, USA Vernier, Switzerland Hong Kong, Hong Kong London, Great Britain Buenos Aires, Argentina Singapore, Singapore Frankfurt am Main, Germany Tokyo, Japan Sydney, Australia Paris, France Wilmington, USA Warsaw, Poland Tokyo, Japan Paris, France Zurich, Switzerland Oslo, Norway Barcelona, Spain Kyiv, Ukraine Vienna, Austria Luxembourg, Luxembourg Zurich, Switzerland Vienna, Austria London, Great Britain Toronto, Canada Bad Homburg, Germany Hong Kong, Hong Kong Milan, Italy Manila, Philippines Equity interest as at 31 Dec 2023 direct/(indirect) % 100.00 (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) 235 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Consolidated subsidiaries Company SimCorp Advanced for Information Technology SCIM SDN. BHD. SimCorp Singapore Pte. Ltd. SimCorp USA Inc. SimCorp Sverige AB SimCorp India LLP SimCorp Coric Ltd. (UK) SimCorp Coric Inc. SimCorp Asia Pty. Ltd. SimCorp Benelux SA/NV Domicile Riyadh, Saudi Arabia Kuala Lumpur, Malaysia Singapore, Singapore New York, USA Stockholm, Sweden Noida, India London,Great Britain Boston, USA Sydney, Australia Brussels Belgium Equity interest as at 31 Dec 2023 direct/(indirect) % (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) (100.00) PDF (A4) Deutsche Börse Group – Annual report 2023 236 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Associates Company 360X AG ADEX SKUPINA holding družba d.o.o. Artega Investment Administration Pty Limited BrainTrade Gesellschaft für Börsensysteme mbH China Europe International Exchange AG Deutsche Börse Commodities GmbH Dyalog Ltd East Med. Energy Exchange Ltd. Forge Europe GmbH GlobalDairyTrade Holdings Ltd. HQLAx S.à r.l. N5 ENERGIA E SERVICOS DE TECNOLOGIA LTDA. Opus Nebula Limited Origin Primary Limited q-bility GmbH R5FX Ltd SEEPEX a.d. SPARK Commodities Ltd. Tradegate AG Wertpapierhandelsbank Tradegate Exchange GmbH PDF (A4) Deutsche Börse Group – Annual report 2023 Domicile Frankfurt am Main, Germany Ljubljana, Slovenia Sydney, Australia Frankfurt am Main, Germany Frankfurt am Main, Germany Frankfurt am Main, Germany Hampshire, Great Britain Giv'atajim, Israel Berlin, Germany Auckland, New Zealand Luxembourg, Luxembourg Sao Paulo, Brazil Berkhamsted, Great Britain London, Great Britain Berlin, Germany London, Great Britain Belgrade, Serbia Singapore, Singapore Berlin, Germany Berlin, Germany Equity interest as at 31 Dec 2023 direct/(indirect) % 48.30 (12.76) (18.55) (28.57) (40.00) 16.20 (22.98) (30.02) 40.00 (25.01) 30.49 (37.52) (23.18) 20.00 (15.01) 15.65 (12.76) (18.76) 19.99 42.84 237 Executive and Supervisory Board Combined management reportConsolidated financial statements/notesConsolidated income statementConsolidated statement of comprehensive incomeConsolidated balance sheetConsolidated cash flow statementConsolidated statement of changes in equityNotes to the consolidated financial statementsNotes on the consolidated income statementNotes on the consolidated statement of financial positionOther disclosuresResponsibility statement by the Executive BoardIndependent Auditor’s ReportRemuneration reportFurther informationDeutsche Börse Group – Annual report 2023 Executive and Supervisory Combined management report Consolidated financial state- Remuneration Re- Further information Boards Responsibility statement by the ments/Notes port Executive and Supervisory Executive and Supervisory Boards Boards Executive Board Combined management report Combined management report Responsibility statement by the Responsibility statement by the Executive Board Executive Board Consolidated financial state- Consolidated financial state- ments/Notes ments/Notes Remuneration Re- Remuneration Re- port port Further information Further information Responsibility statement by the Executive Board Responsibility statement by the Executive Board Responsibility statement by the Executive Board To the best of our knowledge, and in accordance with the applicable reporting 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 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 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 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 combined management report includes a fair review of the development and 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 ex- pected development of the Group. performance of the business and the position of the Group, together with a performance of the business and the position of the Group, together with a description of the principal opportunities and risks associated with the ex- description of the principal opportunities and risks associated with the ex- pected development of the Group. pected development of the Group. Frankfurt/Main, 5. March 2024 Frankfurt/Main, 5. March 2024 Frankfurt/Main, 5. March 2024 Deutsche Börse Aktiengesellschaft Deutsche Börse Aktiengesellschaft Deutsche Börse Aktiengesellschaft The Executive Board The Executive Board The Executive Board Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information PDF (A4) Deutsche Börse Group – Annual report 2023 Deutsche Börse Group – Annual report 2023 Deutsche Börse Group – Annual report 2023 238 238 238 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Independent Auditor’s Report To Deutsche Börse Aktiengesellschaft, Frankfurt am Main In our opinion, on the basis of the knowledge obtained in the audit, Report on the audit of the consolidated financial state - ments 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 31 December 2023, and the consolidated statement of comprehensive income, consolidated statement of profit or loss, consolidated statement of changes in equity and consolidated statement of cash flows for the financial year from 1 January to 31 December 2023, and notes to the consolidated financial statements, including material accounting policy information. In addition, we have audited the group management report of Deutsche Börse Aktiengesellschaft, which is combined with the Company’s management report, including the non-financial statement to comply with §§ [Articles] 289b to 289e HGB [Handelsgesetzbuch: German Commercial Code] and with §§ 315b to 315c HGB included in section „Nichtfinanzielle Erklärung“ for the financial year from 1 January to 31 December 2023. In accordance with the German legal requirements, we have not audited the content of the statement on corporate governance pursuant to § 289f HGB and § 315d HGB. ■ ■ ■ 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. [paragraph] 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 31 December 2023, and of its financial performance for the financial year from 1 January to 31 December 2023, the accompanying group management report (excluding the non-financial statement) 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; we do not express an audit opinion on the statement on corporate governance referred to above and the non-financial statement included in section “Nichtfinanzielle Erklärung“ of the group management report is prepared, in all material respects, in accordance with the applicable German legal and European requirements as well as with the specifying criteria disclosed by the Group’s executive directors. 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. PDF (A4) 239 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Basis for the Audit Opinions In our view, the matters of most significance in our audit were as follows: Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 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 accordance 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, on the group management report and on the non-financial statement included in 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 1 January to 31 December 2023. 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. ➊ Recoverability of goodwill and other intangible assets ➋ Accounting for the acquisition of SimCorp A/S ➌ Assessment of certain legal risks Our presentation of these key audit matters has been structured in each case as follows: ➀ Matter and issue ➁ Audit approach and findings ➂ Reference to further information Hereinafter we present the key audit matters: ➊ Recoverability of goodwill and other intangible assets ➀ Goodwill and other intangible assets with definite and indefinite useful lives totalling € 11,248.6 million (116.4 % of Group equity) are reported under the balance sheet item „Intangible assets“ in the company‘s consolidated financial statements. The other intangible assets relate in particular to stock exchange licences, brand names and customer relationships. Goodwill and other intangible assets with an indefinite useful life are tested for impairment once a year or on an ad hoc basis, while other intangible assets with a definite useful life are tested for impairment on an ad hoc basis by the company in order to identify any need for impairment. As part of the impairment test, the carrying amount of the respective (groups of) cash-generating units (including their PDF (A4) 240 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information carrying amount for the goodwill test) is compared with the recoverable amount. The recoverable amount is generally determined on the basis of the fair value less costs to sell. The measurement is generally based on the present value of future cash flows of the respective cash-generating units or groups of cash-generating units. The present values are determined using discounted cash flow models. The Group‘s approved medium-term planning forms the starting point, which is extrapolated using assumptions about long-term growth rates. Expectations about future market developments and assumptions about the development of macroeconomic factors are also taken into account. Discounting is carried out using the weighted average cost of capital of the respective (groups of) cash-generating units. As a result of the impairment test, an impairment requirement totalling € 24.6 million was identified. The result of this valuation is highly dependent on the estimates of the executive directors with regard to the future cash flows of the respective (groups of) cash-generating units, the discount rate used, the growth rate and other assumptions and is therefore subject to considerable uncertainty. Against this background and due to the complexity of the valuation, this matter was of particular significance in the context of our audit. ➁ As part of our audit, we first analysed the methodology used to perform the impairment test. In a risk-oriented selection, with the involvement of our valuation specialists, we compared the future cash flows used in the calculation with the Group‘s approved medium-term planning and additional planning documents for the respective (groups of) cash- generating units in order to assess the appropriateness of these plans, in particular by analysing the key planning assumptions, comparing the plans with analyst estimates and, in certain cases, performing plan-actual and plan-plan analyses. In addition, we assessed the appropriate consideration of the costs of Group functions - where taken into account in the models - and the appropriateness of the growth assumptions after the forecast period and the assumed weighted average cost of capital. In addition, we assessed the company‘s valuation by comparing the implied multiples with market multiples. In order to take account of the existing forecast uncertainties, we reviewed the sensitivity analyses prepared by the company. Where there was a need for impairment as at the balance sheet date, we verified the appropriate recognition of the impairment losses. The valuation methods, parameters and assumptions applied by the legal representatives are in line with our expectations and are also within what we consider to be reasonable ranges. ➂ The company‘s disclosures on the impairment test for goodwill and other intangible assets are contained in section „10 Intangible assets“ of the notes to the consolidated financial statements. PDF (A4) 241 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information ➋ Accounting for the acquisition of SimCorp A/S ➀ Deutsche Börse Aktiengesellschaft acquired the majority of shares in the software service provider SimCorp A/S, Copenhagen, Denmark, („SimCorp“) by way of a public takeover bid with effect from 29 September 2023. Following further share purchases and the implementation of a squeeze-out under stock corporation law, the company held 100% of the shares in SimCorp as at the balance sheet date. The acquisition was recognised as a business combination in accordance with IFRS 3 using the acquisition method. As part of the purchase price allocation, the identifiable assets and assumed liabilities of the acquired company were recognised at fair value. The purchase price allocation had not yet been finalised as at the reporting date, as it was not yet possible to conclusively determine the tax items and intangible assets in particular. The comparison of the consideration transferred with the acquired assets and liabilities resulted in provisional goodwill of € 2,335.6 million. Due to the estimation uncertainties in the measurement of the assets and liabilities as well as the identified intangible assets as part of the purchase price allocation and the overall material impact of the business combination on the Group‘s net assets, financial position and results of operations, this matter was of particular significance in the context of our audit. ➁ As part of our audit of the acquisition of SimCorp, we first inspected and analysed the contractual agreements and reconciled the purchase price determined as consideration for the acquired business operations with the evidence provided to us. Based on this, we assessed the company‘s approach to measuring the identifiable assets and liabilities at their fair values at the acquisition date. Among other things, we analysed the models underlying the valuations as well as the valuation parameters and assumptions applied with the assistance of valuation specialists. Furthermore, we analysed the adjustment of the groups of cash- generating units at whose level goodwill is monitored, which was carried out as part of the SimCorp acquisition. In addition, we assessed the disclosures required by IFRS 3. Overall, we were able to satisfy ourselves that the accounting treatment of the business combination was appropriate, that the estimates and assumptions made by the executive directors were reasonable and adequately substantiated and that the relevant disclosures in the notes were made in accordance with IFRS 3. ➂ The company‘s disclosures on the acquisition are contained in section „02 Consolidation principles“ of the notes to the consolidated financial statements. ➌ Assessment of certain legal risks ➀ Deutsche Börse Aktiengesellschaft and its affiliated companies are exposed to certain legal risks. These certain legal risks include legal disputes of Clearstream Banking S.A., Luxembourg, in connection with the Central Bank of Iran, in which Clearstream Banking S.A. is exposed to claims for restitution and damages against the Central Bank of Iran in the amount of USD 4.9 billion (plus interest) and claims by other groups of plaintiffs, a claim by the insolvency administrator of Air Berlin PLC i.L. against Clearstream Banking AG for payment of around €498 million and an investigation relating to securities transactions by market participants over the dividend record date (cum-ex transactions). The assessment of whether and, if so, to what extent a provision is required to cover the risk is characterised by a high degree of uncertainty. Deutsche Börse Group PDF (A4) 242 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information recognises provisions when a present obligation arises from a past event that is likely to result in an outflow of resources and the amount can be reliably estimated. No provisions were recognised for the above- mentioned legal risks in the consolidated financial statements as at 31 December 2023, as the executive directors do not consider an outflow of funds to be probable. The estimates made by the legal representatives regarding the aforementioned matters and their presentation in the consolidated financial statements are adequately substantiated and documented. ➂ The company‘s disclosures on the material legal risks are presented in the section „25 Financial commitments and other risks“ in the notes to the consolidated financial statements. In our view, the above-mentioned legal risks are of particular significance for our audit due to their legal complexity, the considerable uncertainties regarding their further development and their potential impact on the net assets, financial position and results of operations. Other Information ➁ As part of our audit, we inspected the underlying documents relating to the above-mentioned legal disputes and proceedings and analysed the legal assessments of Deutsche Börse Group. With the knowledge that there is an increased risk of misstatements in the financial reporting in the event of uncertainties and that the decisions of the executive directors have a direct impact on the Group‘s results, we evaluated the executive directors‘ judgements with the assistance of specialists. In addition, we held regular discussions with the legal departments of the companies in order to understand current developments and the reasons that led to the corresponding assessments of the outcome of the proceedings. The development of the specific legal risks, including the assessments of the legal representatives with regard to the possible outcomes of the proceedings, was made available to us in writing by the legal departments. In addition, we obtained external lawyers‘ confirmations as at the balance sheet date and analysed legal opinions from external lawyers. The executive directors are responsible for the other information. The other information comprises the statement on corporate governance pursuant to § 289f HGB and § 315d HGB as an unaudited part of the group management report. 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, on the group management report and on the non-financial statement included in 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. PDF (A4) 243 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 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 liquidate the Group or to cease operations, or there is no realistic alternative but to do so. ■ 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 (i.e., fraudulent financial reporting and misappropriation of assets) 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 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 requirements, 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 executive directors are also responsible for the preparation of the non-financial statement included in the group management report in accordance with the applicable German legal and European requirements as well as with the specifying criteria disclosed by the Group’s executive directors. Furthermore, the executive directors are responsible for such arrangements and measures (systems) as they have considered necessary to enable the preparation of a non-financial statement that is free from material misstatement, whether due to fraud (i.e., fraudulent reporting in the non-financial statement) or error. The applicable requirements contain wording and terms that are subject to considerable interpretation uncertainties and for which authoritative comprehensive interpretations have not yet been published. Accordingly, the executive directors have disclosed their interpretations of such wording and terms in section „About this report“ of the non-financial statement. The executive directors are responsible for the defensibility of these interpretations. As such wording and terms may be interpreted differently by regulators or courts, the legal conformity of these interpretations is uncertain. PDF (A4) 244 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information The supervisory board is responsible for overseeing the Group’s financial reporting process for the preparation of the consolidated financial statements, of the group management report as well as of the non-financial statement included in the group management report. 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. 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, and whether the non-financial statement has been prepared, in all material respects, in accordance with the applicable German legal and European requirements and with the specifying criteria disclosed by the Company’s executive directors, as well as to issue an auditor’s report that includes our audit opinions on the consolidated financial statements, on the group management report and on the non-financial statement. 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 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 perform audit procedures 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 management report and of the non-financial statement included in the group management 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 reasonableness of estimates made by the executive directors and related disclosures. PDF (A4) 245 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information ■ 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. ■ 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 business 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 performance 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 assumptions. 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. ■ Evaluate the suitability of the criteria presented by the executive directors in the non-financial statement as a whole. As explained in the description of the responsibilities of the executive directors, the executive directors have interpreted the wording and terms contained in the relevant regulations; the legal conformity of these interpretations is subject to inherent uncertainties mentioned in this description. Those inherent uncertainties in the interpretation apply to our audit accordingly. 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. PDF (A4) 246 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 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, actions taken to eliminate threats or safeguards applied. 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 management report (hereinafter the “ESEF documents”) contained in the electronic file “deutscheboerseag-2023-12-31-de.zip” and prepared for publication purposes complies in all material respects with the requirements 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 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 1 January to 31 December 2023 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 (06.2022)) and the International Standard on Assurance Engagements 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: Requirements for Quality Management in the Audit Firm (IDW QMS 1 (09.2022)). PDF (A4) 247 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information 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 rendering 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 consolidated 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. ■ 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. PDF (A4) 248 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Consolidated income statement Consolidated statement of comprehensive income Consolidated balance sheet Consolidated cash flow statement Consolidated statement of changes in equity Notes to the consolidated financial statements 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 Remuneration report Further information Further Information pursuant to Article 10 of the EU Audit Regulation We were elected as group auditor by the annual general meeting on 16 May 2023. We were engaged by the supervisory board on 14 September 2023. 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). 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 Accordance 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. 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 filed in the company register – are merely electronic renderings of the audited consolidated financial statements Frankfurt am Main, 6 March 2024 PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft Marc Billeb Certified Public Auditor Dr Michael Rönnberg Certified Public Auditor PDF (A4) 249 Deutsche Börse Group – Annual report 2023 Remuneration report 251 Remuneration report 300 Auditor’s Report Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Remuneration report Introduction Review of the 2023 financial year 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 Board and Supervisory Board in 2023. The report was prepared by the Executive Board and Supervisory Board in accordance with the require- ments of section 162 Aktiengesetz (Stock Corporation Act, AktG) and follows the recommendations and suggestions of the German Corporate Governance Code (GCGC) as amended on 28 April 2022. It also takes into account the current version of the guidelines of the working group for sustainable manage- ment board remuneration systems, which is made up of the supervisory board chairs of listed companies in Germany, as well as representatives of institu- tional investors, academics and corporate governance experts. This review of the 2023 financial year explains the context in which the remu- neration decisions were taken and enables their comprehensive perception. Approval of the remuneration report 2022 by the Annual General Meeting 2023 The remuneration report for the 2022 financial year was presented to the An- nual General Meeting in 2023 for approval. The Annual General Meeting ap- proved the remuneration report for 2022 by a majority of 91.69 per cent. This was the second report on the implementation of the remuneration system that was approved by the Annual General Meeting in 2021 (2021 remuneration system) with a majority of 94.97 per cent. 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 a 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 at https://www.deutsche-boerse.com > Investor Relations > Corporate Govern- ance > Remuneration. Thereafter, the Supervisory Board discussed the feedback from shareholders and proxy advisers provided as part of the consultation on the remuneration report. In view of the continued high approval rate and the positive feedback from shareholders and proxy advisers, the Supervisory Board does not cur- rently see any reason to make fundamental changes to the remuneration report. PDF (A4) Deutsche Börse Group – Annual report 2023 251 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Adjustment of target remuneration for Executive Board members At its meeting on 9 March 2023, the Supervisory Board voted to adjust the target remuneration for Executive Board members with effect from 1 July 2023. The last adjustment was made seven years earlier in 2016. Over this period, the size of Deutsche Börse Group and the complexity of its business model, as well as of regulatory requirements, increased significantly, which means that the scope and volume of the Executive Board members’ responsi- bilities have also continued to increase. Deutsche Börse Group’s strong growth is reflected in its financial performance indicators and in the number of divi- sions, business models, employees and regions in which it operates world- wide. In line with the objectives of the corporate strategy “Compass 2023”, Deutsche Börse Group has achieved significant organic and inorganic growth. Two of the most important takeovers in the Group’s history took place in this period: the takeover of ISS and the acquisition of SimCorp A/S that was com- pleted in the 2023 financial year. This growth implies greater responsibilities for the Executive Board members, in a global market environment that is diffi- cult overall and is also governed by an increasingly complex legal and regula- tory framework. Under these circumstances and in view of the extremely positive performance by Deutsche Börse Group, the Supervisory Board has increased the target di- rect remuneration (base salary, target amount of Performance Bonus and tar- get amount of Performance Shares) for the Executive Board members by 10 per cent p.a., i.e. by 5 per cent for the 2023 financial year. No changes were made to the company pensions of the Executive Board members in this context. Adjustment of target direct remuneration Theodor Weimer (CEO) Christoph Böhm (CIO/COO) Thomas Book (responsible for Trading & Clearing) Heike Eckert (responsible for Governance, People & Culture, Director of Labour Relations) Stephan Leithner (responsible for Pre- & Post-Trading) Gregor Pottmeyer (CFO) since 1 July 2023 until 30 June 2023 since 1 July 2023 until 30 June 2023 since 1 July 2023 until 30 June 2023 since 1 July 2023 until 30 June 2023 since 1 July 2023 until 30 June 2023 since 1 July 2023 until 30 June 2023 One-year variable remuneration 1,210.0 1,100.0 1,650.0 1,500.0 792.0 616.0 720.0 560.0 715.0 568.5 650.0 516.7 715.0 568.5 650.0 516.7 792.0 616.0 720.0 560.0 792.0 616.0 720.0 560.0 1,210.0 1,100.0 616.0 560.0 568.5 516.7 568.5 516.7 616.0 560.0 616.0 560.0 2,640.0 2,400.0 1,232.0 1,120.0 1,136.5 1,033.4 1,136.5 1,033.4 1,232.0 1,120.0 1,232.0 1,120.0 € thous. Base salary Performance Bonus (cash component) Multi-year variable remuneration Performance Bonus (Restricted Stock) Performance Shares 1,430.0 1,300.0 1,210.0 1,100.0 616.0 616.0 560.0 560.0 568.5 568.0 516.7 516.7 568.5 568.0 516.7 516.7 616.0 616.0 560.0 560.0 616.0 616.0 560.0 560.0 Target direct remuneration 5,500.0 5,000.0 2,640.0 2,400.0 2,420.0 2,200.0 2,420.0 2,200.0 2,640.0 2,400.0 2,640.0 2,400.0 PDF (A4) Deutsche Börse Group – Annual report 2023 252 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report By adjusting the target remuneration, the Supervisory Board ensures that the Executive Board remuneration remains competitive, in order to attract and re- tain the best and most suitable candidates for a position on the Executive Board. The adjustment is in line with the 2021 remuneration system. At the same time, the Supervisory Board reviewed the appropriateness of Executive Board remuneration in the 2023 financial year to ensure that the amount of remuneration is still in line with the market and continues to meet regulatory requirements. Further information on the review of appropriateness can be found in the section “Appropriateness of Executive Board remuneration”. Performance and target achievement in 2023 The Supervisory Board believes it is vitally important to have a clear link be- tween Executive Board members’ remuneration and their performance (“pay for performance”). A large proportion of Executive Board remuneration there- fore 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 perfor- mance of Deutsche Börse Group. Deutsche Börse Group was able to exceed its original forecast significantly in the 2023 financial year. Both net revenue and EBITDA increased by 17 per cent in 2023. Earnings per share went up by 15 per cent. The performance of Deutsche Börse Group was influenced by both secular and cyclical growth factors. Structural growth was achieved largely by means of new customer wins and increased market share, expanding customer relation- ships and innovative products. Cyclical growth effects stemmed particularly from the global increase in interest rates. In combination with an only moder- ate decrease in cash deposits by customers in the Securities Services and Fund Services segments, this led to strong growth in net interest income at Clearstream. Higher interest rates and a general reduction in the money supply also had a positive impact on the use of interest rate derivatives and repo products from Eurex and Eurex Repo in the Trading & Clearing segment. In this context, the rise in the outstanding notional volume of centrally cleared over-the-counter (OTC) traded and euro-denominated interest rate derivatives had a positive impact on net revenue. Significantly higher trading volumes for electricity derivatives on the EEX also led to an increase in net revenue in the Trading & Clearing segment. This was due to lower margin requirements as volatility on electricity and gas markets was lower, and additional market share. The newly created Investment Management Solutions segment profited from both sustained demand for ISS products in Governance Solutions, Corpo- rate Solutions and ESG, and from contract renewals with customers in the An- alytics business. The acquisition of SimCorp A/S also made a key contribution to M&A growth in this segment from the fourth quarter. Deutsche Börse Group substantially strengthened its strategic position in key growth markets overall, and again improved its line-up for further organic growth and future competitiveness. This applies particularly to the ongoing strategic development of the pre-trading business, with the creation of the new Investment Management Solutions segment. The successful implementation of the corporate strategy, Compass 2023, again significantly improved a number of key financial indicators, which are also used as performance criteria for the performance-based components of Executive Board remuneration, and meant that the strategic objectives were achieved ahead of schedule. PDF (A4) Deutsche Börse Group – Annual report 2023 253 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report The following chart shows the average overall target achievement of the Execu- tive Board members in the Performance Bonus for 2023: In view of this successful growth, a proposal will be made at the Annual Gen- eral Meeting 2024 to increase the dividend again to €3.80 for the 2023 fi- nancial year. The successful performance in 2023, which included signifi- cantly outperforming ambitious targets for further increases in net revenue and EBITDA, was also reflected in the average achievement of 178.78 per cent for the performance bonus. Net revenue and EBITDA, in addition to individual tar- gets, are the three equally weighted criteria for the Performance Bonus. A detailed description of the performance criteria, target achievement and re- sulting payouts can be found in the chapter “Performance Bonus”. The tranche of the Performance Share Plan (PSP) granted in 2019 (PSP Tranche 2019) ended at the close of the 2023 financial year. The overall tar- get achievement in the PSP Tranche 2019 of 162.69 per cent reflects Deutsche Börse Group’s continued strong growth over the five-year perfor- mance period. Targets were exceeded for both the performance criterion “Ad- justed Net Income Growth” and the performance criterion “Total Shareholder Return (TSR) Performance”. The 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. PDF (A4) Deutsche Börse Group – Annual report 2023 254 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report The overall target achievement of the Executive Board members for the PSP Tranche 2019 is as follows: Executive Board remuneration in 2023 A detailed description of the performance criteria, target achievement and re- sulting payouts can be found in the section “Overall target achievement and payouts from the PSP Tranche 2019”. Composition of the Executive Board and Supervisory Board There were no changes among the members of the Executive Board and Su- pervisory Board in 2023. 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 sustaina- ble long-term development of Deutsche Börse AG. Choosing suitable perfor- mance 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 perfor- mance, functions and responsibilities. By setting ambitious performance crite- ria, 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 compo- nents, 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: PDF (A4) Deutsche Börse Group – Annual report 2023 255 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Appropriateness of Executive Board remuneration The remuneration of Executive Board members is determined by the Supervi- sory 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 situa- tion, and that it does not exceed common market pay levels without special justification. For this purpose, the Supervisory Board conducts a regular hori- zontal and vertical peer group comparison, generally every other year. To do so, the Supervisory Board may engage external experts who are inde- pendent 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 considered as a suitable peer group for the purpose of the horizontal comparison. In order to reflect the in- dustry-sector criterion, European financial institutions were used as customers and competitors of Deutsche Börse Group, as well as international stock ex- change 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 with regard to the employees of Deutsche Börse AG and the employees of Deutsche Börse Group overall. Process for determining, implementing and reviewing the remunera- tion system The Supervisory Board, being advised by its Nomination Committee, deter- mines the remuneration system for the members of the Executive Board. The remuneration system adopted by the Supervisory Board is presented to the An- nual General Meeting for approval. The Supervisory Board reviews the remu- neration 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. PDF (A4) Deutsche Börse Group – Annual report 2023 256 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report 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 2023 financial year. The Supervisory Board was supported by an independent external advisor and the Executive Board remuneration was found to be appropriate. Target remuneration In their service contract, each Executive Board member is promised a target re- muneration 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. As described in the chapter “Review of the 2023 financial year”, the target remuneration of the Ex- ecutive Board members was adjusted in the 2023 financial year and the target direct remuneration increased as of 1 July 2023 by 10 per cent p.a., i.e. by 5 per cent for the 2023 financial year. On this basis, the total target remuner- ation for the Executive Board members for 2023 was as follows: Target remuneration (part 1) Base salary Fringe benefits One-year variable remuneration Performance Bonus (cash component) Multi-year variable remuneration Performance Bonus (Restricted Stock) Performance Shares Tranche 2022-2026 Performance Shares Tranche 2023-2027 Pension expense Total target remuneration Theodor Weimer (CEO) 2023 % 26.3 1.0 19.3 2022 € thous. 1,500.0 60.5 1,100.0 – 1,100.0 42.0 – – – 11.4 100.0 2,400.0 1,100.0 1,300.0 – 745.9 5,806.4 2022 % 25.8 1.1 19.0 – 2023 € thous. 756.0 25.3 588.0 588.0 Christoph Böhm (CIO/COO) 2023 % 26.8 0.9 20.8 – 2022 € thous. 720.0 28.4 560.0 560.0 41.3 1,176.0 41.6 1,120.0 – – – 12.8 100.0 588.0 – 588.0 278.4 – – – 560.0 560.0 – 9.9 324.2 2,823.7 100.0 2,752.6 2023 € thous. 1,575.0 60.6 1,155.0 1,155.0 2,520.0 1,155.0 – 1,365.0 683.8 5,994.4 PDF (A4) Deutsche Börse Group – Annual report 2023 2022 % 26.2 1.0 20.3 – 40.7 – – – 11.8 100.0 257 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Target remuneration (part 2) Base salary Fringe benefits One-year variable remuneration Performance Bonus (cash component) Multi-year variable remuneration Performance Bonus (Restricted Stock) Performance Shares Tranche 2022-2026 Performance Shares Tranche 2023-2027 Pension expense Total target remuneration Target remuneration (part 3) Base salary Fringe benefits One-year variable remuneration Performance Bonus (cash component) Multi-year variable remuneration Performance Bonus (Restricted Stock) Performance Shares Tranche 2022-2026 Performance Shares Tranche 2023-2027 Pension expense Total target remuneration PDF (A4) Deutsche Börse Group – Annual report 2023 Thomas Book (responsible for Trading & Clearing) Heike Eckert (responsible for Governance, People & Culture, Director of Labour Relations) 2023 € thous. 682.5 27.4 542.6 542.6 1,084.9 542.6 – 542.3 249.8 2023 % 26.4 1.1 21.0 – 2022 € thous. 650.0 26.7 516.7 516.7 2022 % 24.2 1.0 19.3 – 2023 € thous. 682.5 23.3 542.6 542.6 2023 % 26.2 0.9 20.8 – 2022 € thous. 650.0 25.7 516.7 516.7 41.9 1,033.4 38.5 1,084.9 41.7 1,033.4 – – – 516.7 516.7 – 9.6 455.7 – – – 17.0 100.0 542.6 – 542.3 269.5 2,602.8 – – – 10.4 100.0 516.7 516.7 – 306.1 2,531.9 2,587.2 100.0 2,682.5 Stephan Leithner (responsible for Pre- & Post-Trading) Gregor Pottmeyer (CFO) 2023 € thous. 756.0 22.8 588.0 588.0 1,176.0 588.0 – 588.0 283.8 2,826.6 2023 % 26.8 0.8 20.8 – 41.6 – – – 10.0 100.0 2022 € thous. 720.0 21.7 560.0 560.0 1,120.0 560.0 560.0 – 321.9 2,743.6 2022 % 26.3 0.8 20.4 – 40.8 – – – 11.7 100.0 2023 € thous. 756.0 36.5 588.0 588.0 1,176.0 588.0 – 588.0 216.8 2023 % 27.3 1.3 21.2 – 42.4 – – – 2022 € thous. 720.0 35.9 560.0 560.0 1,120.0 560.0 560.0 – 7.8 297.9 2,773.3 100.0 2,733.8 2022 % 25.7 1.0 20.4 – 40.8 – – – 12.1 100.0 2022 % 26.3 1.3 20.5 – 41.0 – – – 10.9 100.0 258 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report 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 2021 remuneration system, maximum remuneration for the Chief Executive Officer is €12,000,000 and for the ordinary Executive Board mem- bers €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, Perfor- mance Shares), whereby the pension and risk protection are based on the ser- vice cost. It will only be possible to report on compliance with maximum remuneration for 2023 after the payout for the tranche of Performance Shares granted in 2023. To the extent that the payout from Performance Shares would result in the maximum remuneration being exceeded, the payout would be reduced ac- cordingly to ensure compliance with the maximum remuneration. A maximum remuneration also existed prior to the 2021 remuneration system to cap the annual payouts from remuneration components. It was set at €9,500,000 for each active Executive Board member and was always com- plied with. Overview of the remuneration structure 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 uni- form as possible. The remuneration system for Executive Board members con- sists 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. The following overview shows the main elements of the 2021 remuneration system. PDF (A4) Deutsche Börse Group – Annual report 2023 259 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report 1) ESG targets = Environmental, social, governance targets 2) TSR = Total Shareholder Return 3) EPS = Earnings per share PDF (A4) Deutsche Börse Group – Annual report 2023 260 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report To ensure the pay for performance orientation of Executive Board remunera- tion, around 70 per cent of the target direct remuneration consists of perfor- mance-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. The base salary accounts for around 30 per cent of the target direct remunera- tion. 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 a 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. PDF (A4) Deutsche Börse Group – Annual report 2023 261 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Application of remuneration components in 2023 in detail Non-performance-based remuneration components 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. Fringe benefits Executive Board members receive contractually agreed fringe benefits. These include, inter alia, 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 2023 financial year. Another fringe benefit in the 2023 financial year was the use of carpool vehicles or vehicles with drivers. Executive Board members were not granted any other fringe benefits in the 2023 financial year apart from those mentioned. In the 2023 financial year, there was also directors & officers (D&O) insurance for Executive Board members. 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 retire- ment benefits upon reaching the age of 60, provided that they are no longer in the service of Deutsche Börse AG at that time. A different rule applies to Thomas Book, who is entitled to retirement benefits 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 pen- sion instead. This exception only applies to Thomas Book. Defined contribution pension system The rules of the defined contribution pension scheme apply to Theodor Wei- mer, Christoph Böhm, Heike Eckert, Stephan Leithner and Gregor Pottmeyer. Under the defined contribution pension scheme, the company makes an an- nual capital contribution to the scheme for each calendar year that a member serves on the Executive Board. This pension contribution is calculated by ap- plying an individual contribution rate to their pensionable income. The Super- visory Board determines and regularly reviews the pensionable income. The annual capital contributions calculated in this way bear interest of at least 3 per cent per annum. As a rule, retirement benefits are paid as 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 entitle- ments vest in accordance with the provisions of Betriebsrentengesetz (German Company Pensions Act). PDF (A4) Deutsche Börse Group – Annual report 2023 262 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Defined benefit pension system (legacy commitment) After reaching the contractually agreed retirement age, beneficiaries covered by the defined benefit pension system receive a certain proportion of their individ- ual pensionable income as a pension, known as the replacement rate. The re- quirement 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 with defined benefit pensions receive an amount calculated by ap- plying 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 Execu- tive 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. Members of the Executive Board are entitled to an early pension if the com- pany 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 retire- ment pension, the amount of the early pension is calculated by applying the replacement rate to the respective pensionable income. Executive Board mem- bers with a defined contribution pension are not eligible for an early pension. Permanent incapacity to work and death benefits A key element of the retirement benefits is insurance coverage for Executive Board members in the event of permanent incapacity for work or death. If an Executive Board member has a permanent occupational disability, the com- pany has the right to put that Executive Board member into retirement. A per- manent occupational disability arises if the Executive Board member is incapa- ble 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 Transitional payments In the event that an Executive Board member becomes permanently incapable of working, the defined benefit pension agreements for Executive Board mem- bers provide for a transitional payment. The amount of this payment corre- sponds 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 transi- tional payment. The pensionable income and the present value of the pension commitments as at 31 December 2023 are shown in the following tables in consolidated form for each Executive Board member: PDF (A4) Deutsche Börse Group – Annual report 2023 263 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Retirement benefits (defined contribution pension system) IAS 19 Service cost Pensionable income Contribution percentage Contribution Retirement benefit Risk-based part (disability and death) Present value of pension commitments Executive Board member Theodor Weimer Christoph Böhm Heike Eckert1 Stephan Leithner Gregor Pottmeyer 2023 € thous. 2022 € thous. 1,200.0 1,200.0 500.0 500.0 500.0 500.0 500.0 500.0 500.0 500.0 2023 % 50.0 48.0 44.0 48.0 48.0 2022 % 2023 € thous. 2022 € thous. 2023 € thous. 2022 € thous. 50.0 48.0 40.0 48.0 48.0 600.0 240.0 220.0 240.0 240.0 600.0 240.0 200.0 240.0 240.0 665.6 265.0 242.3 274.9 211.4 702.1 297.0 259.9 301.5 289.0 2023 % 18.3 13.4 27.2 8.9 5.3 2022 % 2023 € thous. 2022 € thous. 43.8 4,079.6 3,259.9 27.2 1,662.5 1,320.6 46.2 1,005.6 690.9 20.5 1,794.8 1,450.0 8.9 4,359.5 3,695.7 1) The contribution percentage for Heike Eckert was adjusted to 48 per cent with effect from 1 July 2023. Retirement benefits (defined benefit pension system) Pensionable income Replacement rate Service cost IAS 19 Present value of pension commitments Executive Board member 2023 € thous. 2022 € thous. 2023 % 2022 % 2023 € thous. 2022 € thous. 2023 € thous. 2022 € thous. Thomas Book 500.0 500.0 50.0 50.0 249.8 455.7 4,957.8 4,087.9 PDF (A4) Deutsche Börse Group – Annual report 2023 264 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report 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 calculated largely on the basis of long-term performance by measuring various performance criteria over five years (Performance Shares and performance-based restricted stock: a one- year performance period plus a 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 finan- cial and non-financial targets. In order to systematically pursue the idea of pay for performance, the performance criteria are set ambitiously. 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 parame- ters set by the Supervisory Board for performance-based remuneration compo- nents 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 strat- egy. The following chart illustrates the close link between the corporate strat- egy and the performance criteria and key aspects of the performance-based re- muneration. 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 scenar- ios to highlight the connection between target achievement and amount of di- rect remuneration: PDF (A4) Deutsche Börse Group – Annual report 2023 265 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Performance Bonus 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 incentives for the realisation of op- erational objectives which are materially important to the long-term develop- ment 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 corporate 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 the Executive Board as a whole to be guided, particularly in terms of achieving core strategic tar- gets which are essential for the implementation of the corporate strategy. A Performance Bonus with a certain target amount is agreed with each Execu- tive 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. PDF (A4) Deutsche Börse Group – Annual report 2023 266 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Target achievement for the market expectation component of net revenue To calculate the 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 2023 the Supervisory Board set a target of €4,577.2 million. The target value determines the lower limit, which is 85 per cent of the target value and so €3,890.6 million for the 2023 financial year. The upper limit is 110 per cent of the target and so €5,034.9 million. Criteria for the Performance Bonus The 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 per- formance criterion for the Performance Bonus is intended to incentivise the de- sired 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. PDF (A4) Deutsche Börse Group – Annual report 2023 267 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report To calculate the target achievement in the market expectation component, the net revenue as reported, which amounted to €5,076.6 million in 2023, is ad- justed 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 rev- enue for the measurement of target achievement was reduced by €–198.0 million in the 2023 financial year to reflect the takeover of SimCorp A/S, which was not included in the target set. On this basis the ac- tual value was €4,878.6 million. Determination of actual value Net revenue €m “As reported” Adjustments Actual value Net revenue 2023 5,076.6 – 198.0 4,878.6 This represents a target achievement of 165.85 per cent in the market expec- tation component of net revenue. Target achievement value Net revenue Target value €m Actual value €m Deviation % Target achievement % Target achievement 2023 4,577.2 4,878.6 6.58 165.85 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 incen- tivises 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. 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. PDF (A4) Deutsche Börse Group – Annual report 2023 268 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Whereas net revenue in the 2022 financial year was €4,337.6 million, the figure in the 2023 financial year was €5,076.6 million, which is an increase of 17.04 per cent. This means the target achievement for the 2023 financial year in the growth component of net revenue was 51.11 per cent. 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. Adding the target achievement for the market expectation and growth compo- nents gives a maximum overall target achievement for net revenue of 200.00 per cent in 2023. Target achievement Net revenue 2023 Growth component Net revenue 2023 €m Net revenue 2022 €m Change % Target achievement % Market expectation component target achievement % Target achievement for the market expectation component of EBITDA To calculate the 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 reve- nue for the upcoming financial year, as described above. For the 2023 finan- cial year, the Supervisory Board set a target value of €2,665.1 million. Overall target achievement Net revenue % The target value determines the lower limit, which is 85 per cent of the target value and so €2,265.3 million for the 2023 financial year. The upper limit is 110 per cent of the target value and so €2,931.6 million for the 2023 finan- cial year. Net revenue 165.85 5,076.6 4,337.6 17.04 51.11 200.00 EBITDA The basis is EBITDA as reported in the consolidated financial statements. This stands for earnings before interest, tax, depreciation, amortisation and impair- ment losses. One of the main pillars of the corporate strategy, alongside abso- lute growth, is the profitability of this growth. To reflect this strategic rele- vance, 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. PDF (A4) Deutsche Börse Group – Annual report 2023 269 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report To calculate the target achievement for the market expectation component, EBITDA as reported, which was €2,944.3 million in the 2023 financial year, is adjusted firstly for the financial effects of any non-budgeted M&A transac- tions in the year of the legally binding agreement on the respective M&A trans- action, 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 ad- justed by €–2.4 million in the 2023 financial year to reflect the takeover of SimCorp A/S, which was not included in the target set. On this basis the ac- tual value was €2,941.9 million. Determination of actual value EBITDA €m “As reported” Adjustments Actual value EBITDA 2023 2,944.3 – 2.4 2,941.9 This represents a target achievement of 200.00 per cent in the market expec- tation component of EBITDA. Target achievement EBITDA Target value €m Actual value €m Deviation % Target achievement % Target achievement 2023 2,665.1 2,941.9 10.39 200.00 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 com- ponent 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. PDF (A4) Deutsche Börse Group – Annual report 2023 270 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Whereas EBITDA in the 2022 financial year was €2,525.6 million, the figure in the 2023 financial year was €2,944.3 million, which is an increase of 16.58 per cent. This means the target achievement for the 2023 financial year in the growth component of EBITDA was 49.73 per cent. Since the maximum target achievement of 200.00 per cent was achieved in EBITDA as the market expectation component, the EBITDA growth component is no longer added. The overall target achievement for the performance crite- rion EBITDA is therefore 200.00 per cent in 2023 financial year. Target achievement EBITDA 2023 Growth component EBITDA 2023 €m EBITDA 2022 €m Change % Target achievement % Overall target achievement EBITDA % Market expectation component target achievement % EBITDA 200.00 2,944.3 2,525.6 16.58 49.73 200.00 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 demand- ing and quantifiable. To ensure this is the case, concrete figures or expecta- tions 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 promote its implemen- tation. Strategic projects and initiatives can be used, as can operating measures that serve directly or indirectly for the implementation of the corpo- rate 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-fi- nancial targets and measuring their achievement, the Supervisory Board en- sures that the implementation of the corporate strategy is advanced and pur- sued sustainably, and that a holistic approach is taken to the success of Deutsche Börse Group. Up to four individual targets were defined for all Executive Board members at the start of the 2023 financial year. The Nomination Committee and the Su- pervisory 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. The following table provides an overview of the targets for each Executive Board member for 2023: PDF (A4) Deutsche Börse Group – Annual report 2023 271 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Individual targets for Executive Board members (part 1) Executive Board member Weighting Target Theodor Weimer 25% each Christoph Böhm 33.3% each Thomas Book 25% each 1 2 3 4 1 2 3 1 2 3 4 Reputation of Deutsche Börse Group (external and internal stakeholders) Further development and acceptance of the new Corporate Strategy of Deutsche Börse Group for the years 2024–2026 (Horizon 2026) Effectiveness of M&A origination and implementation, including post-merger integration, and in the corporate venturing portfo- lio, including strategic concept Effective handling of critical situations (i.e. cum-ex topic, findings, interaction with regulators, legal proceedings and other issues arising ad hoc) Effectiveness of the IT organisation (i.e. operational stability, cyber-resilience, IT findings management, implementation of IT transformation programmes such as cloud migration, SAP S/4HANA) Contribute to preparing the new corporate strategy for Deutsche Börse Group (Horizon 2026), particularly with regard to tech- nological aspects Contribution to effective collaboration between divisions, in particular:   to promote innovation, agility and overall group performance and effective management of critical situations (i. e. cum-ex topic, findings, interaction with regulators, legal proceedings and other ad hoc issues) Commercial results in Trading & Clearing segment in accordance with the financial targets for 2023 adopted by the Supervi- sory Board on the basis of market consensus Effectiveness of M&A origination and implementation, including post-merger integration in the Trading & Clearing segment Contribute to preparing the new corporate strategy for Deutsche Börse Group (Horizon 2026), particularly with regard to the Trading & Clearing segment and digitisation Contribution to effective collaboration between divisions, in particular:   to promote innovation, agility and overall group performance and effective management of critical situations (i. e. cum-ex topic, findings, interaction with regulators, legal proceedings and other ad hoc issues) Target achievement 180% 180% 180% 170% 120% 120% 120% 140% 100% 130% 130% PDF (A4) Deutsche Börse Group – Annual report 2023 272 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Individual targets for Executive Board members (part 2) Executive Board member Weighting Target Heike Eckert 25% each Stephan Leithner 25% each Gregor Pottmeyer 25% each 1 2 3 4 1 2 3 4 1 2 3 4 Effectiveness of the compliance and human resources function Ongoing development and implementation of the Human Resources strategy with particular regard to diversity and inclusion for the whole Deutsche Börse Group, and contribute to preparing the new corporate strategy for Deutsche Börse Group (Hori- zon 2026) Effectiveness in the ongoing development of processes and structures at Deutsche Börse Group Contribution to effective collaboration between divisions, in particular:   to promote innovation, agility and overall group performance and effective management of critical situations (i. e. cum-ex topic, findings, interaction with regulators, legal proceedings and other ad hoc issues) Business results in the Data & Analytics segment and Fund Services and Securities in accordance with the financial targets adopted by the Supervisory Board for 2023 on the basis of market consensus Effectiveness of M&A origination and implementation, including post-merger integration in the Pre and Post-Trading segment Contribute to preparing the new corporate strategy for Deutsche Börse Group (Horizon 2026), particularly with regard to the Data & Analytics and Fund Services and Securities Services segment Contribution to effective collaboration between divisions, in particular:   to promote innovation, agility and overall group performance and effective management of critical situations (i. e. cum-ex topic, findings, interaction with regulators, legal proceedings and other ad hoc issues) Effectiveness of accounting, controlling, taxes and risk management and in the implementation of SAP S/4 HANA Effectiveness of M&A origination and implementation, including post-merger integration, and in the corporate venturing portfo- lio Contribute to preparing the new corporate strategy for Deutsche Börse Group (Horizon 2026), particularly with regard to finan- cial indicators and acceptance of the strategy by the capital markets Contribution to effective collaboration between divisions, in particular:   to promote innovation, agility and overall group performance and effective management of critical situations (i. e. cum-ex topic, findings, interaction with regulators, legal proceedings and other ad hoc issues) PDF (A4) Deutsche Börse Group – Annual report 2023 Target achievement 120% 130% 110% 120% 140% 170% 150% 140% 110% 120% 140% 130% 273 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Overall target achievement for the Performance Bonus 2023, payable in 2024 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 with the regular salary payment for the calendar month following the approval of the consolidated fi- nancial statements, at the latest. 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 sharehold- ers. Restricted stock is subject to a four-year blocking period in line with rec- ommendation G.10 GCGC. The Executive Board member can only dispose of the restricted 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 2023 Executive Board member Theodor Weimer Christoph Böhm Thomas Book Heike Eckert Stephan Leithner Gregor Pottmeyer Target value € thous. Target achievement % Payout amount € thous. Cash component Restricted Stock 1,155.0 1,155.0 588.0 542.6 542.6 588.0 588.0 588.0 542.6 542.6 588.0 588.0 Net revenue EBITDA 200.00 200.00 200.00 200.00 200.00 200.00 200.00 200.00 200.00 200.00 200.00 200.00 Individual targets 178.0 120.0 125.0 120.0 150.0 125.0 Total Cash 192.67 173.33 175.00 173.33 183.33 175.00 2,225.3 1,019.2 949.5 940.5 1,078.0 1,029.0 Restricted Stock 2,225.3 1,019.2 949.5 940.5 1,078.0 1,029.0 PDF (A4) Deutsche Börse Group – Annual report 2023 274 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Performance Shares Executive Board members were granted the Performance Share Plan (PSP) Tranche 2023 at the beginning of the 2023 financial year. The performance period for the PSP Tranche 2019 also ended at the close of the 2023 financial year. Other PSP tranches have also been granted in recent years, for which the performance periods are still ongoing. General principles of the PSP Tranche 2023 The Performance Share Plan supported by the selected financial performance criteria supports the execution of the corporate growth strategy. 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 perfor- mance period encourages a focus, in particular, on the long-term development of Deutsche Börse AG. The following overview shows the consolidated PSP tranches in the 2023 fi- nancial year: 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 2023, which was granted at the beginning of the 2023 financial year and ends at the close of the 2027 financial year, was €168.05. 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 perfor- mance period are shown for the individual Executive Board members below: PDF (A4) Deutsche Börse Group – Annual report 2023 275 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Grant of the PSP Tranche 2023 Executive Board member Theodor Weimer Christoph Böhm Thomas Book Heike Eckert Stephan Leithner Gregor Pottmeyer The target achievement regarding the final number of Performance Shares is determined after the end of a five-year performance period. The 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 achieve- ment 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. The target achievement for the criteria relative TSR and EPS is measured at the end of the five-year perfor- mance period. The target achievement for the ESG targets is determined and locked in at the end of every financial year, however. The final target achieve- ment for the ESG targets is measured at the end of the five-year performance period using the average target achievement over the financial years. Target amount € thous. Share price at grant € Number of Performance Shares granted Maximum number of Performance Shares possible (242% target achievement) 1,365.0 588.0 542.3 542.3 588.0 588.0 168.05 168.05 168.05 168.05 168.05 168.05 8,123 3,499 3,228 3,228 3,499 3,499 19,658 8,468 7,812 7,812 8,468 8,468 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 development of the Deutsche Börse share over the five-year performance period. The result of the multiplication is the payout amount for the acquisition of real shares. The pay- out amount from the Performance Shares is capped at 400 per cent of the tar- get amount. It is due no later than with the regular salary payment for the cal- endar 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 payout amount after tax in shares of Deutsche Börse AG. PDF (A4) Deutsche Börse Group – Annual report 2023 276 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report The detailed target achievement curve for relative TSR is as follows: Performance criteria for the PSP Tranche 2023 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 Finan- cials 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 the payout only after the median has been exceeded, the Supervisory Board emphasises the pay-for-performance approach to Executive Board remunera- tion also with regards to the Total Shareholder Return. The target achievement for the criterion relative TSR is disclosed at the end of the performance period for the respective PSP tranche. 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. Imple- menting EPS as a performance criterion for the Performance Shares incentiv- ises long-term profitable growth in this remuneration component too, and re- flects Deutsche Börse AG’s focus on growth. Including EPS as a performance criterion for the Performance Shares also ensures that only M&As that are PDF (A4) Deutsche Börse Group – Annual report 2023 277 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report successful in the long term are rewarded, as any unsuccessful investments would have a negative impact on EPS. The detailed target achievement curve for EPS is as follows: 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. To measure target achievement, the reported EPS is adjusted for any amortisa- tion 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 po- tential M&A targets, since these typically only have minor tangible assets. Ad- justing 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. PDF (A4) Deutsche Börse Group – Annual report 2023 278 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report 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 criterion 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 ap- proach 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 view”, “Employee satisfaction”, “Expansion of ESG busi- ness” 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 spe- cific target achievement curves. To measure overall target achievement for the ESG targets, the first step is to calculate the target achievement in the four cat- egories “External view”, “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 the overall target achieve- ment for the ESG targets by calculating the average of the annual target achievements for ESG targets over the entire performance period. The possible overall 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. External view In the “External view” category, the aim is to achieve good results in three leading independent ESG ratings. The target achievement is based on the aver- age ranking (percentile) in three leading independent ESG ratings determined beforehand by the Supervisory Board. For the PSP Tranche 2023, the Supervi- sory 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 and defined an upper and lower limit. The upper limit is the 99th per- centile and the lower limit the 75th percentile. PDF (A4) Deutsche Börse Group – Annual report 2023 279 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report The detailed target achievement curve for the category “External view” is as follows: 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 an- nual employee survey of 71.5 per cent approval, and set upper and lower lim- its. The cap is set at 84.5 per cent approval and the floor at 55.5 per cent ap- proval. The detailed target achievement curve for the category “Employee satisfaction” is as follows: 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. PDF (A4) Deutsche Börse Group – Annual report 2023 280 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Expansion of ESG business The third ESG target is growth in net revenue from ESG products and ESG ser- vices. In 2021, Deutsche Börse Group developed an own definition for ESG net revenue and reviews it annually. As part of this review, the scope of the ESG net revenue was adjusted. 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: In the Investment Management Solutions segment, ISS STOXX offers rating services for management and investment decisions on the one hand, as well as solutions for compliance with regulatory, governance or market standards and/or shareholder or stakeholder expectations. On the other hand, ISS STOXX offers ESG indices and climate benchmarks. The corresponding ESG net reve- nue includes the Corporate Solutions, ESG Analytics and Governance Solutions businesses as well as all revenue from the licensing of sustainable index solu- tions. License revenue from such products can either be allocated directly (e.g. in the case of ETF licenses) or an allocation is made if they are sold as part of a package. In the Trading & Clearing segment, EEX operates trading and clearing services for commodity spot and derivatives markets. EEX defines ESG net revenue as revenue related to sustainable commodity markets. They include contracts for green power, emission allowances and related registry/ guarantee of origin ser- vices as well as power products, related to the share of renewable energy pro- duction in the respective market area or country. PDF (A4) Deutsche Börse Group – Annual report 2023 281 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report CO2 neutrality Another important ESG target is to achieve and maintain CO2 neutrality for Deutsche Börse Group. The detailed target achievement curve for the category “CO2 neutrality” is as follows: 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. PDF (A4) Deutsche Börse Group – Annual report 2023 282 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Target achievement ESG targets The average target achievement in 2023 for the ESG targets was 159.73 per cent. The following table provides an overview of target achievements in the respec- tive categories of ESG targets: Target achievement ESG targets Target achievement % PSP Tranches Financial year External view Employee satisfaction Expansion of ESG business CO2-Neutrality 1 2 0 2 2 2 0 2 3 2 0 2 2021 2022 2023 2024 2025 2026 2027 188.89 227.80 238.89 140.38 128.80 128.85 250.00 250.00 151.16 120.00 120.00 120.00 Determination of target achievement after close of 2024 financial year Determination of target achievement after close of 2025 financial year Determination of target achievement after close of 2026 financial year Determination of target achievement after close of 2027 financial year Average 174.82 181.65 159.73 Overall target achievement and payout from the PSP Tranche 2019 The close of the 2023 financial year marked the end of the five-year perfor- mance period for the PSP Tranche 2019. The PSP Tranche 2019 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). The target achievement for the PSP Tranche 2019 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 attribut- able to the shareholders of Deutsche Börse AG for the corresponding financial year. The Supervisory Board determines the target achievement rate for Ad- justed Net Income Growth at the end of each financial year during the five- year performance period, which is then locked in. The target achievement rate at the end of the performance period in question is the average of the annual target achievement rates for each of the five years. Target achievement degrees may range between 0 per cent and 250 per cent. PDF (A4) Deutsche Börse Group – Annual report 2023 283 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report In the 2023 financial year, the adjusted net income of Deutsche Börse AG rose from €1,566.2 million in the previous year to €1,841.3 million, an in- crease of 17.56 per cent. It differs from unadjusted net income (€1,724.0 million) by non-recurring effects due to M&A activities and legal disputes. It was also corrected for the costs of organisational restructuring. The increase of 17.56 per cent represents a target achievement of 250.00 per cent for the 2023 financial year. Overall, a target achievement of 170.388 per cent was determined for the per- formance criteria “Adjusted Net Income Growth” for the PSP Tranche 2019. The following overviews show the individual target achievements over the per- formance period and the target achievement curve: Target achievement Net income Financial year 2019 2020 2021 2022 2023 Ø Target achievement Net income growth % Target achievement % 10.26 8.93 8.16 20.24 17.56 139.40 108.58 103.96 250.00 250.00 170.388 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 meas- ured 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 155.00 per cent was determined for the per- formance criteria “TSR Performance” for the PSP Tranche 2019. PDF (A4) Deutsche Börse Group – Annual report 2023 284 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report The following overviews show the target achievement for TSR performance and Based on the target achievements in both performance criteria, the overall tar- the target achievement curve: get achievement in the PSP Tranche 2019 is 162.69 per cent. Target achievement relative TSR Actual percentile Target achievement % The following table provides an overview of the main elements of the PSP 71st Tranche 2019: 155.00 PDF (A4) Deutsche Börse Group – Annual report 2023 285 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report PSP Tranche 2019 Executive Board members in office at 31 December Theodor Weimer Christoph Böhm Thomas Book Stephan Leithner Gregor Pottmeyer 1) Plus dividends paid per share of €15.40 during the performance period 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. 1,300.0 560.0 516.7 560.0 560.0 108.36 108.36 108.36 108.36 108.36 11,998 5,168 4,769 5,168 5,168 162.69 162.69 162.69 162.69 162.69 19,520 8,408 7,759 8,408 8,408 180.86 180.86 180.86 180.86 180.86 3,831.0 1,650.2 1,522.8 1,650.2 1,650.2 The PSP Tranche 2019 is paid out in three equal instalments from 2024 to 2026. The after-tax amount of the payout must be invested fully in Deutsche Börse AG shares. Shares are purchased according to the automated procedure described below. 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. Share Ownership Guidelines Share ownership guidelines apply to all Executive Board members, which re- quire 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 inter- ests of the Executive Board even more closely with those of shareholders. They also align Executive Board remuneration more closely with the strategic objec- tive 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. Shares from the Performance Bonus and shares from the payout of Perfor- mance 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 Perfor- mance Share Plan and purchases from private funds is carried out for Execu- tive 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 inde- pendently, 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. PDF (A4) Deutsche Börse Group – Annual report 2023 286 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report The shares held by Gregor Pottmeyer and Theodor Weimer were valued at 31 December 2018 and 31 December 2020 respectively. The share owner- ship 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. The shares held by Heike Eckert were valued as at 31 December 2023 and the share ownership guidelines were found to be met. All the Executive Board members are therefore in compliance with the share ownership guidelines. PDF (A4) Deutsche Börse Group – Annual report 2023 287 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Share Ownership Guidelines Executive Board member Theodor Weimer Christoph Böhm Thomas Book Heike Eckert Stephan Leithner Gregor Pottmeyer Required Status quo Percentage of base salary 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. Percentage of base salary 8,601.6 2,402.3 2,358.8 1,441.3 2,601.9 5,928.3 573 334 363 222 361 823 Recovery (clawback) and reduction (malus) of the 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 Supervi- sory 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 compo- nents 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 af- ter 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 re- main unaffected by any clawback of performance-based remuneration. There was no cause to apply the malus or clawback rules in the 2023 finan- cial year, so the Supervisory Board did not reduce or recover any performance- based remuneration. PDF (A4) Deutsche Börse Group – Annual report 2023 288 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Disclosures on severance payments 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 prohib- ited from acting for a competing company, or from undertaking competing ac- tivities, 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 com- pany may waive the post-contractual non-compete clause before the Executive Board member’s contract of service ends. 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 2023 financial year. Early termination without good cause In the event that an Executive Board member’s contract of service is termi- nated early for a reason other than good cause, any payments made to the Ex- ecutive 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 an- nual remuneration payments (severance cap). The payment is calculated on the basis of the total remuneration for the past financial year and, where ap- propriate, 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 Perfor- mance Shares is paid out immediately. Early termination for good cause If the service contract is terminated early for a good cause for which the Exec- utive 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 Per- formance Shares are forfeited. PDF (A4) Deutsche Börse Group – Annual report 2023 289 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Information on the amount of Executive Board remuneration in 2023 The remuneration shown for the 2023 financial year consists of: 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 remu- neration components pursuant to section 162 AktG. The remuneration awarded and due comprises all remuneration components for which perfor- mance 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 2023 financial year or occurs at the beginning of the 2024 financial year. So for the one-year variable remuneration, for example, the Performance Bo- nus (cash component) for the 2023 financial year is shown, although the pay- out takes place at the beginning of the 2024 financial year.  Base salary paid in the 2023 financial year  Fringe benefits received in the 2023 financial year  Performance Bonus determined for the 2023 financial year (cash compo- nent), which will be paid out in the 2024 financial year  Performance Bonus determined for the 2023 financial year (restricted stock), which will be paid out and invested in the 2024 financial year  Tranche of Performance Shares granted in 2019 and ended at the close of 2023, which will be paid out in three equal parts in 2024, 2025 and 2026 The service cost as defined in IAS 19 is part of Executive Board remuneration. The retirement benefit commitments for the 2023 financial year are shown ac- cordingly in the tables. PDF (A4) Deutsche Börse Group – Annual report 2023 290 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Remuneration awarded and due pursuant to section 162 AktG (part 1) Base salary Fringe benefits One-year variable remuneration Performance Bonus (cash component) Multi-year variable remuneration Performance Bonus (Restricted Stock) Performance Shares Tranche 2018-2022 Performance Shares Tranche 2019-2023 Total remuneration (section 162 AktG) Pension expense Total remuneration (incl. pension expense) 2023 € thous. 1,575.0 60.6 2,225.3 2,225.3 6,056.3 2,225.3 – 3,831.01 9,917.2 683.83 10,601.0 Theodor Weimer (CEO) 2023 % 15.9 0.6 22.4 – 61.1 – – – 100.0 – – 2022 € thous 1,500.0 60.5 2,053.4 2,053.4 7,170.0 2,053.4 5,116.62 – 10,783.9 745.93 11,529.8 2022 % 13.9 0.6 19.0 – 66.5 – – – 100.0 – – 2023 € thous 756.0 25.3 1,019.2 1,019.2 2,669.4 1,019.2 – 1,650.21 4,469.9 278.43 4,748.3 Christoph Böhm (CIO/COO) 2023 % 16.9 0.6 22.8 – 59.7 – – – 100.0 – – 2022 € thous 720.0 28.4 952.0 952.0 1,319.5 952.0 367.52 – 3,019.9 324.23 3,344.1 2022 % 23.8 1.0 31.5 – 43.7 – – – 100.0 – – Remuneration awarded and due pursuant to section 162 AktG (part 2) Thomas Book (responsible for Trading & Clearing) Heike Eckert (responsible for Governance, People & Culture,Director of Labour Relations) Base salary Fringe benefits One-year variable remuneration Performance Bonus (cash component) Multi-year variable remuneration Performance Bonus (Restricted Stock) Performance Shares Tranche 2018-2022 Performance Shares Tranche 2019-2023 Total remuneration (section 162 AktG) Pension expense Total remuneration (incl. pension expense) 2023 € thous 682.5 27.4 949.5 949.5 2,472.3 949.5 – 1,522.81 4,131.7 249.8 4,381.5 2023 % 16.5 0.7 23.0 – 59.8 – – – 100.0 – – 2022 € thous 650.0 26.7 904.2 904.2 1,921.3 904.2 1,017.12 – 3,502.2 455.7 3,957.9 2022 % 18.6 0.8 25.8 – 54.8 – – – 100.0 – – 2023 € thous 682.5 23.3 940.5 940.5 940.5 940.5 – – 2,586.8 269.53 2,856.3 2023 % 26.3 0.9 36.4 – 36.4 – – – 100.0 – – 2022 € thous 650.0 25.7 887.0 887.0 887.0 887.0 – – 2,449.7 306.13 2,755.8 1) Payout is made in three equal instalments in the 2024, 2025 and 2026 financial years. 2) Payout is made in three equal instalments in the 2023, 2024 and 2025 financial years. 3) The pension expense includes retirement benefits and a risk-based part for disability or death. PDF (A4) Deutsche Börse Group – Annual report 2023 2022 % 26.6 1.0 36.2 – 36.2 – – – 100.0 – – 291 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report Consolidated financial Remuneration Further information and Supervisory Board statements and notes report Remuneration awarded and due pursuant to section 162 AktG (part 3) Base salary Fringe benefits One-year variable remuneration Performance Bonus (cash component) Multi-year variable remuneration Performance Bonus (Restricted Stock) Performance Shares Tranche 2018-2022 Performance Shares Tranche 2019-2023 Total remuneration (section 162 AktG) Pension expense Total remuneration (incl. pension expense) Stephan Leithner (responsible for Pre- & Post-Trading) Gregor Pottmeyer (CFO) 2023 € thous 756.0 22.8 1,078.0 1,078.0 2,728.2 1,078.0 – 1,650.21 4,585.0 283.83 4,868.8 2023 % 16.5 0.5 23.5 – 59.5 – – – 100.0 – – 2022 € thous 720.0 21.7 994.0 994.0 2,096.2 994.0 1,102.22 – 3,831.9 321.93 4,153.8 2022 % 18.8 0.6 25.9 – 54.7 – – – 100.0 – – 2023 € thous 756.0 36.5 1,029.0 1,029.0 2,679.2 1,029.0 – 1,650.21 4,500.7 216.83 4,717.5 2023 % 16.8 0.8 22.9 – 59.5 – – – 100.0 – – 2022 € thous 720.0 35.9 966.0 966.0 3,170.2 966.0 2,204.22 – 4,892.1 297.93 5,190.0 2022 % 14.7 0.7 19.8 – 64.8 – – – 100.0 – – 1) Payout is made in three equal instalments in the 2024, 2025 and 2026 financial years. 2) Payout is made in three equal instalments in the 2023, 2024 and 2025 financial years. 3) The pension expense includes retirement benefits and a risk-based part for disability or death. PDF (A4) Deutsche Börse Group – Annual report 2023 292 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report and Supervisory Board Consolidated financial statements and notes Further information Remuneration awarded and due to former Executive Board members The close of the 2023 financial year marked the end of the performance pe- riod for the PSP Tranche 2019. For former Executive Board members, the PSP Tranche 2019 is paid out as a lump sum in the year following the perfor- mance period. The following table provides an overview of the main elements of the PSP Tranche 2019: PSP Tranche 2019 Former Executive Board members Andreas Preuss Hauke Stars 1) Plus dividends paid per share of €15.40 during the performance period 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. 701.4 516.7 108.36 108.36 6,473 4,769 162.69 162.69 10,531 7,759 180.86 180.86 2,066.8 1,522.8 Further information on the performance criteria and the target achievement for the PSP Tranche 2019 can be found in the section “Overall target achieve- ment and payout from the PSP Tranche 2019”. Ms Stars was not granted or owed any remuneration in 2023 apart from the PSP Tranche 2019. Her remuneration therefore consists entirely of perfor- mance-based remuneration. In addition, Mr Preuss received pension payments in the amount of €445.2 thousand. Thus, 17.7 per cent of the remuneration awarded and due to him consists of non-performance-based remuneration components and 82.3 per cent of performance-based remuneration components. An additional €2,743.2 thousand was paid in pension payments in the 2023 financial year to thirteen former Executive Board members who departed from the Executive Board before 2014. PDF (A4) Deutsche Börse Group – Annual report 2023 293 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report and Supervisory Board Consolidated financial statements and notes Further information Supervisory Board remuneration in 2023 Remuneration system for the Supervisory Board The remuneration system for the Supervisory Board of Deutsche Börse AG was adopted at the Annual General Meeting 2022 by a majority of 99.90 per cent and took effect on 30 May 2022. The current system is only slightly different to the previous system of remuneration of Supervisory Board members which was applied from 1 May 2020. In the current remuneration system the attend- ance fee is also paid for virtual attendance and is paid for each meeting day. The remuneration system for the Supervisory Board consists of a fixed remu- neration plus an attendance fee. This is in line with the recommendation G.18 sentence 1 GCGC as amended on 28 April 2022. 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 Ex- ecutive 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. In accordance with recommendation G.17 GCGC, remunera- tion 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. Remuneration of the Deputy Chair is €125 thousand. Members of Supervisory Board committees receive additional fixed annual re- muneration of €30 thousand for each committee position they hold. The remu- neration 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. If a Supervisory Board member sits on more than one Supervisory Board committee, only work on two of the committees is remuner- ated. 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 com- mittees, for each month or part-month in which they are members. The remu- neration 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. Where two or more meetings are held on the same day, the at- tendance fee is only paid once. The members of the Supervisory Board are included in a directors & officers (D&O) insurance policy maintained by the company at an appropriate level in the interests of the company. After preparation by the Nomination Committee, the Supervisory Board exam- ines on a regular basis whether its members’ remuneration is appropriate, given their tasks and the situation of the company. It carries out a horizontal market comparison for this purpose. The Supervisory Board may seek the ad- vice of an independent external expert. Given the particular nature of the Su- pervisory 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. PDF (A4) Deutsche Börse Group – Annual report 2023 294 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report and Supervisory Board Consolidated financial statements and notes Further information 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 adjust- ments 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. Remuneration of Supervisory Board members Remuneration awarded and due to Supervisory Board members is as follows: PDF (A4) Deutsche Börse Group – Annual report 2023 295 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report and Supervisory Board Consolidated financial statements and notes Further information Remuneration awarded and due to the Supervisory Board pursuant to section 162 AktG Fixed annual remuneration Committee remuneration Attendance fee Total remuneration 2023 € thous. 2023 % 2022 € thous. 2023 € thous. 2023 % 2022 € thous. 2023 € thous. 2023 % 2022 € thous. 2023 € thous. 2022 € thous. Martin Jetter (Chairman) Markus Beck (Deputy Chairman) Katrin Behrens1 Nadine Brandl Karl-Heinz Flöther2 Andreas Gottschling Anja Greenwood Oliver Greie3 Shannon A. Johnston4 Susann Just-Marx Achim Karle Barbara Lambert Michael Rüdiger Peter Sack Charles G. T. Stonehill Clara-Christina Streit Chong Lee Tan Daniel Vollstedt Total 220.0 125.0 0.0 85.0 0.0 85.0 85.0 85.0 85.0 85.0 85.0 85.0 85.0 85.0 85.0 85.0 85.0 85.0 68.8 60.7 – 65.4 – 48.0 52.5 63.9 62.5 51.2 51.5 41.2 50.3 54.1 54.1 65.4 68.0 54.1 220.0 125.0 28.3 85.0 35.4 85.0 85.0 63.8 56.7 85.0 85.0 85.0 85.0 85.0 85.0 85.0 85.0 85.0 80.0 60.0 0.0 30.0 0.0 75.0 60.0 35.0 40.0 65.0 65.0 105.0 65.0 60.0 60.0 30.0 30.0 60.0 1,535.0 56.9 1,549.2 920.0 25.0 29.1 – 23.1 – 42.4 37.0 26.3 29.4 39.2 39.4 51.0 38.5 38.2 38.2 23.1 24.0 38.2 34.1 80.0 55.0 11.7 30.0 16.7 75.0 60.0 23.3 26.6 65.0 65.0 105.0 65.0 60.0 60.0 30.0 30.0 60.0 20.0 21.0 0.0 15.0 0.0 17.0 17.0 13.0 11.0 16.0 15.0 16.0 19.0 12.0 12.0 15.0 10.0 12.0 918.3 241.0 6.2 10.2 – 11.5 – 9.6 10.5 9.8 8.1 9.6 9.1 7.8 11.2 7.7 7.7 11.5 8.0 7.7 9.0 1) Member of the Supervisory Board until 28 April 2022 2) Member of the Supervisory Board until 18 May 2022 3) Member of the Supervisory Board from 19 May 2021 to 17 November 2021 and since 29 April 2022 4) Member of the Supervisory Board since 18 May 2022 15.0 14.0 0.0 6.0 1.0 320.0 206.0 0.0 315.0 194.0 40.0 130.0 121.0 0.0 12.0 177.0 9.0 6.0 6.0 9.0 12.0 11.0 14.0 8.0 8.0 6.0 7.0 9.0 162.0 133.0 136.0 166.0 165.0 206.0 169.0 157.0 157.0 130.0 125.0 157.0 53.1 172.0 154.0 93.1 89.3 159.0 162.0 201.0 164.0 153.0 153.0 121.0 122.0 154.0 153.0 2,696.0 2,620.5 PDF (A4) Deutsche Börse Group – Annual report 2023 296 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report and Supervisory Board Consolidated financial statements and notes Further information Comparison of changes in the remuneration of Executive Board members, Supervisory Board members as well as the remaining workforce, and 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. Comperative presentation (part 1) Executive Board members Theodor Weimer Christoph Böhm Thomas Book Heike Eckert (since 1 July 2020) Stephan Leithner Gregor Pottmeyer Average Former Executive Board members Andreas Preuss (until 31 October 2018) Hauke Stars (until 30 June 2020) 1) Payout of the Performance Shares Tranche 2019 is made in three equal instalments in the 2024, 2025 and 2026 financial years. 2) Payout of the Performance Shares Tranche 2018 is made in three equal instalments in the 2023, 2024 and 2025 financial years. 2023 € thous. 2022 € thous. Change 2023/2022 % Change 2022/2021 % Change 2021/2020 % 9,917.21 10,783.92 4,469.91 3,019.92 4,131.71 3,502.22 2,586.8 2,449.7 4,585.01 3,831.92 4,500.71 4,892.12 5,031.9 4,746.6 – 8.0 48.0 18.0 5.6 19.7 – 8.0 6.0 121.8 33.6 66.2 16.3 61.9 9.0 56.6 1.3 11.0 3.3 124.7 7.2 – 0.3 0.9 2,512.0 1,522.8 3,224.8 2,033.6 – 22.1 – 25.1 1.8 1.1 – 3.6 – 33.4 PDF (A4) Deutsche Börse Group – Annual report 2023 297 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report and Supervisory Board Consolidated financial statements and notes Further information Comperative presentation (part 2) Supervisory Board members active in 2023 Martin Jetter (Chairman since 19 May 2020) Markus Beck (Deputy Chairman since 8 December 2021) Nadine Brandl Andreas Gottschling (since 1 July 2020) Anja Greenwood (since 17 November 2021) Oliver Greie (from 19 May 2021 until 17 November 2021; since 29 April 2022) Shannon A. Johnston (since 18 May 2022) 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) Average Employees Entire workforce Development of earnings Net revenue of Deutsche Börse Group €m EBITDA of Deutsche Börse Group €m Cash EPS of Deutsche Börse Group € Net income of Deutsche Börse AG pursuant to HGB €m 1) The average value takes into account only full-year committee members. 2023 € thous. 2022 € thous. Change 2023/2022 % Change 2022/2021 % Change 2021/2020 % 320.0 206.0 130.0 177.0 162.0 133.0 136.0 166.0 165.0 206.0 169.0 157.0 157.0 130.0 125.0 157.0 168.5 315.0 194.0 121.0 172.0 154.0 93.1 89.3 159.0 162.0 201.0 164.0 153.0 153.0 121.0 122.0 154.0 167.51 1.6 6.2 7.4 2.9 5.2 42.9 52.3 4.4 1.9 2.5 3.0 2.6 2.6 7.4 2.5 1.9 0.6 1.0 17.3 1.2 4.2 702.1 24.1 – 8.6 5.6 3.6 5.1 657.4 3.4 1.3 53.1 662.4 2.0 20.5 6.0 – 0.3 101.2 – – – 1.7 4.4 4.9 48.6 – 12.1 5.8 – – 6.1 121.8 120.0 1.5 7.0 – 0.4 5,076.6 2,944.3 9.98 2,118.4 4,337.6 2,525.6 8.61 880.5 17.0 16.6 15.9 140.6 23.6 23.6 23.4 – 6.7 9.2 9.3 15.0 – 18.8 PDF (A4) Deutsche Börse Group – Annual report 2023 298 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive Board Management report and Supervisory Board Consolidated financial statements and notes Further information Regardless of this, the intention is to present a remuneration system for the Supervisory Board with adjustments for approval at the Annual General Meet- ing 2024. The intention is to adjust the amount of remuneration in line with the function, in order to guarantee that the Supervisory Board remuneration re- mains competitive in future. In addition, this will reflect both the continuous expansion of Deutsche Börse Group’s business activities in terms of their struc- ture, volume and international scope, and the complexity of the legal and regu- latory requirements and the demands on the Supervisory Board members and the increased liability risk that results. Detailed information about the adjustments to the Supervisory Board remuner- ation can be found in the invitation to the Annual General Meeting 2024. 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, Deutsche Börse Digital Exchange GmbH, Clearstream Holding AG and Clearstream Banking AG. 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). Look ahead to 2024 from a remuneration perspective As the remuneration system for the Executive Board of Deutsche Börse AG and the Remuneration Report 2022 were approved by a large majority of share- holders, no changes to the remuneration system are currently planned. On the contrary, the Supervisory Board of Deutsche Börse AG sees these votes as a clear recommendation to maintain the current remuneration unchanged and to apply it again in the 2024 financial year. This applies particularly to the un- derlying performance criteria and the target achievement curves. In view of the scheduled approval of the remuneration system for the Executive Board by the Annual General Meeting in 2025, the Supervisory Board, advised by its Nomination Committee, will review the current remuneration system in the 2024 financial year and notify significant shareholders of the results of the review and planned adjustments. PDF (A4) Deutsche Börse Group – Annual report 2023 299 Executive and Supervisory BoardCombined management reportConsolidated financial statements/notesRemuneration reportRemuneration reportAuditor’s ReportFurther informationDeutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Remuneration report Auditor’s Report Further information Auditor’s Report To Deutsche Börse Aktiengesellschaft, Frankfurt am Main We have audited the remuneration report prepared in accordance with section 162 AktG of Deutsche Börse Aktiengesellschaft, Frankfurt am Main, for the financial year from 1 January to 31 December 2023, including the related disclosures. Responsibility of the legal representatives and the Supervisory Board The legal representatives and the Supervisory Board of Deutsche Börse Aktiengesellschaft are responsible for the preparation of the remuneration report, including the related disclosures, in accordance with the requirements of section 162 AktG. The executive directors and the Supervisory Board are also responsible for such internal control as they have determined necessary to enable the preparation of a remuneration report that is free from material misstatement, whether due to fraud or error. Responsibility of the auditor financial statements promulgated by the Institut der Wirtschaftsprüfer (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 and disclosures in the remuneration report. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the remuneration report, whether due to fraud or error. This includes the assessment of the risks of material misstatement of the remuneration report, whether due to fraud or error, including the related disclosures. In making those risk assessments, the auditor considers the internal control system relevant to the entity’s preparation of the remuneration report and related disclosures. The objective is to plan and perform audit procedures that are appropriate in the circumstances, but not to express an opinion on the effectiveness of the company’s internal control system. An audit also includes assessing the accounting principles used and the reasonableness of accounting estimates made by management and the Supervisory Board, as well as evaluating the overall presentation of the remuneration report, including the related disclosures. Our responsibility is to express an opinion on this remuneration report, including the related disclosures, based on our audit. We conducted our audit in accordance with German generally accepted standards for the audit of We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. PDF (A4) 300 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Remuneration report Auditor’s Report Further information Audit judgement Restriction of use In our opinion, based on the findings of our audit, the remuneration report for the financial year from 1 January to 31 December 2023, including the related disclosures, complies in all material respects with the accounting provisions pursuant to Section 162 AktG. Reference to another matter – Formal audit of the remuneration report in accordance with section 162 AktG The substantive audit of the remuneration report described in this auditor’s report includes the formal audit of the remuneration report required by § 162 Abs. 3 AktG, including the issue of an auditor’s report on this audit. Since we express an unqualified opinion on the content of the remuneration report, this opinion includes that the disclosures pursuant to Section 162 (1) and (2) AktG have been made in all material respects in the remuneration report. We issue this auditor’s report on the basis of the audit agreement with Deutsche Börse Aktiengesellschaft concluded with Deutsche Börse Aktiengesellschaft. The audit was performed for the purposes of the Company and the audit opinion is solely intended to inform the Company about the results of the audit. Our responsibility for the audit and for our audit opinion is solely to the Company in accordance with this engagement. The audit opinion is not intended for third parties to make (investment and/or asset) decisions based on it. Accordingly, we do not assume any responsibility, duty of care or liability towards third parties; in particular, no third parties are included in the scope of protection of this contract. § Section 334 of the German Civil Code (BGB), according to which defences arising from a contract can also be asserted against third parties, is not waived. Frankfurt am Main, 8 March 2024 PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft Marc Billeb Certified Public Auditor Dr Michael Rönnberg Certified Public Auditor PDF (A4) 301 Deutsche Börse Group – Annual report 2023 Executive and Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information Acknowledgements /Contact / Registered trademarks Financial calendar Acknowledgements Contact Investor Relations E-Mail Phone +49 69 21111670 www.deutsche-boerse.com/ir _ e ir@deutsche-boerse.com Group ESG Strategy E-Mail group-sustainability@deutsche-boerse.com www.deutsche-boerse.com/dbg-en/responsibility/sustainability Financial Accounting & Controlling E-Mail corporate.report@deutsche-boerse.com Registered trademarks www.deutsche-boerse.com/dbg-en/meta/disclaimer Published by Deutsche Börse AG 60485 Frankfurt am Main Germany www.deutsche-boerse.com Concept and layout Deutsche Börse AG, Frankfurt am Main Kirchhoff Consult AG, Hamburg Cover Deutsche Börse AG, Frankfurt am Main Publication date 15 March 2024 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 2023 is both available in German and English. The annual report 2023 of Deutsche Börse Group is available as pdf on the internet: www.deutsche-boerse.com/annual _ report PDF (A4) 302 Deutsche Börse Group – Annual report 2023 Financial calendar 2024 23 April 2024 Publication quarterly statement Q1/2024 14 May 2024 Annual General Meeting 24 July 2024 Publication half-yearly financial report 2024 22 October 2024 Publication quarterly statement Q3/2024 Deutsche Börse AG 60485 Frankfurt am Main www.deutsche-boerse.com Executive and Supervisory Board Combined management report Consolidated financial statements/notes Remuneration report Further information Acknowledgements /Contact / Registered trademarks Financial calendar PDF (A4) 

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