UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by
Registrant ☒ Filed by a party other than the Registrant ☐
Check the appropriate
box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to §240.14a-12 |
THE CENTRAL AND EASTERN
EUROPE FUND, INC.
THE
NEW GERMANY FUND, INC.
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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THE CENTRAL AND EASTERN EUROPE FUND, INC.
THE NEW GERMANY FUND, INC.
875 Third Avenue
New York,
New York 10022
NOTICE OF JOINT ANNUAL MEETING OF STOCKHOLDERS
June 27, 2024
To
the stockholders of The Central and Eastern Europe Fund, Inc. and The New Germany Fund, Inc.:
Notice is hereby given that
the joint Annual Meeting of Stockholders (the “Meeting”) of The Central and Eastern Europe Fund, Inc. (“CEE”) and The New Germany Fund, Inc. (“GF”), each a Maryland corporation (each a “Fund,” and
collectively, the “Funds”), will be held at 10:00 a.m., New York time, on Thursday, June 27, 2024 at the offices of DWS Investment Management Americas, Inc., 875 Third Avenue, New York, New York 10022.
The Meeting will be held for the following purposes:
1. To elect Directors of each Fund as outlined below:
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For CEE only, to elect two (2) Directors of the Fund, each to serve until the expiration of his term and
until his successor is elected and qualifies. |
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For GF only, to elect three (3) Directors of the Fund, each to serve until the expiration of his or her
term and until his or her successor is elected and qualifies. |
2. To ratify the
appointment by the Audit Committee and the Board of Directors of Ernst & Young LLP, an independent registered public accounting firm, as independent auditors for each Fund for the fiscal year ending October 31, 2024 for CEE and for the
fiscal year ending December 31, 2024 for GF.
3. To transact such other business as may properly come
before the Meeting or any postponement or adjournment thereof.
Only holders of record of Common Stock of each Fund at the
close of business on May 2, 2024 are entitled to notice of, and to vote at, this Meeting or any postponement or adjournment thereof. Proxies are being solicited on behalf of the Board of Directors of each Fund.
By Order of the Boards of Directors
John Millette
Secretary
Dated: May 21,
2024
We urge you to mark, sign, date and mail the enclosed proxy card in the postage-paid envelope
provided or to record your voting instructions by telephone or via the Internet so that you will be represented at the Meeting. If you complete and sign the proxy card (or tell us how you want to vote by voting by telephone or via the Internet), we
will vote your shares exactly as you tell us. If you simply sign the proxy card, we will vote your shares in accordance with the Board’s recommendation on the Proposals. Your prompt return of the enclosed proxy card (or your voting by telephone
or via the Internet) may prevent the necessity and expense of further solicitations. If you have any questions, please call Georgeson LLC, each Fund’s proxy solicitor, at the special toll-free number we have set up for you 1-866-529-2655, or contact your financial advisor.
THE CENTRAL AND EASTERN EUROPE FUND, INC.
THE NEW GERMANY FUND, INC.
875 Third Avenue
New
York, New York 10022
Joint Annual Meeting of Stockholders
June 27, 2024
PROXY STATEMENT
This joint Proxy Statement is furnished by the respective Boards of Directors (collectively, the “Board of
Directors” or “Board”) of The Central and Eastern Europe Fund, Inc. (“CEE”) and The New Germany Fund, Inc. (“GF”), each a Maryland corporation (each, a “Fund” and collectively, the “Funds”), in
connection with the solicitation of proxies for use at the joint Annual Meeting of Stockholders (the “Meeting”) to be held at 10:00 a.m., New York time, on Thursday, June 27, 2024 at the offices of DWS Investment Management Americas,
Inc., 875 Third Avenue, New York, New York 10022.
The purpose of the Meeting and the matters to be considered are set
forth in the accompanying Notice of Joint Annual Meeting of Stockholders.
The Meeting is being held to consider and to
vote on the following proposals for the Funds, as indicated below and as described more fully herein, and such other matters as may properly come before the Meeting:
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| Proposal No. 1
(Each Fund) |
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To elect Directors of each Fund. |
| Proposal No. 2
(Each Fund) |
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To ratify the appointment by the Audit Committee and the Board of Directors of Ernst & Young LLP, an independent
registered public accounting firm, as independent auditors for the fiscal year ending October 31, 2024 for CEE and for the fiscal year ending December 31, 2024 for GF. |
If the accompanying Proxy Card for your Fund is executed properly and returned, shares
represented by it will be voted at the Meeting, and any postponement or adjournment thereof, in accordance with the instructions on the Proxy Card. However, if no instructions are specified, shares will be voted FOR the election of two
(2) directors of CEE and three (3) Directors of GF nominated by the Board (“Proposal No. 1”) and FOR the ratification of the appointment by the Audit Committee and the Board of Ernst & Young LLP, an independent
public accounting firm, as independent auditors for each Fund (“Proposal No. 2”). A proxy may be revoked at any time prior to the time it is voted by written notice to the Secretary of a Fund, by submitting a subsequently executed and
dated Proxy Card or by attending the Meeting and voting. Stockholders do not have dissenters’ rights of appraisal in connection with any of the matters to be voted on by the stockholders at the Meeting.
The close of business on May 2, 2024 has been fixed as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Meeting. On that date, CEE had 6,395,607.46 shares of Common Stock outstanding and entitled to vote, and GF had 16,390,179.95 shares of Common Stock outstanding and entitled to vote. Each share will be
entitled to one vote on each matter that comes before the Meeting and each fractional share will be entitled to a proportionate fractional share on each matter that comes before the Meeting. It
is expected that the joint Notice of Annual Meeting, this Proxy Statement and the Proxy Card(s) will first be mailed to stockholders on or about May 24, 2024.
For each Fund, a quorum is necessary to hold a valid meeting. If stockholders entitled to cast
one-third of all votes entitled to be cast at the Meeting are present in person or by proxy, a quorum will be established. Each Fund intends to treat properly executed Proxy Cards that are marked
“abstain” and broker non-votes (defined below) as present for the purposes of determining whether a quorum has been achieved at the Meeting. Each nominee for Director set forth in Proposal No. 1
shall be elected as a Director of the applicable Fund if such nominee receives the affirmative vote of a majority of the total number of votes entitled to be cast at the Meeting with respect to such Fund, provided a quorum for such Fund is present.
Ratification of the appointment of Ernst & Young LLP as each Fund’s independent auditor for the current fiscal year requires the affirmative vote of a majority of the votes cast at the Meeting with respect to such Fund provided a
quorum for such Fund is present. A “broker non-vote” is deemed to have occurred when a proxy received from a broker indicates that the broker does not have discretionary authority to vote the shares
on the matter. Because the election of a nominee for Director of a Fund requires the affirmative vote of a majority of the total number of votes entitled to be cast at the Meeting of the applicable Fund, abstentions and broker non-votes will have the effect of votes “against” the nominee. Under Maryland law, abstentions do not constitute a vote “for” or “against” a matter and will be disregarded in
determining the “votes cast” on an issue. A “broker non-vote” occurs when a broker holding shares for a beneficial owner does not vote on a particular matter because the broker does not
have discretionary voting power with respect to that matter and has not received instructions from the beneficial owner.
In the event that (i) a quorum is not present at the Meeting; or (ii) a quorum is present but sufficient votes in
favor of the position recommended by the Board for a proposal have not been timely received, the chairman of the Meeting may authorize, or the persons named as proxies may propose and vote for, one or more adjournments of the Meeting up to 120 days
after the record date, with no other notice than an announcement at the Meeting, in order to permit further solicitation of proxies. Shares represented by proxies indicating a vote contrary to the position recommended by the Board for a proposal
will be voted against adjournment of the Meeting.
PROPOSAL NO. 1:
ELECTION OF DIRECTORS
Each Fund’s charter (the “Charter”) provides that the Board of Directors will be divided into three classes of
directors (“Directors”) serving staggered three-year terms and until their successors are elected and qualify.
For CEE, the term of office for Directors in Class III expires at the 2024 Annual Meeting, Class I at the next
succeeding annual meeting and Class II at the following succeeding annual meeting. Two Class III nominees, Dr. Holger Hatje and Dr. Wolfgang Leoni are proposed in this proxy statement for election to a three-year term of office
until the Annual Meeting of Stockholders in 2027 and until their respective successors are elected and qualify.
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For GF, the term of office for Directors in Class III expires at the 2024
Annual Meeting, Class I at the next succeeding annual meeting and Class II at the following succeeding annual meeting. Two Class III nominees, Dr. Wolfgang Leoni and Ms. Hepsen Uzcan are proposed in this proxy statement for
election to a three-year term of office until the Annual Meeting of Stockholders in 2027 and until their respective successors are elected and qualify. In addition to the Class III nominees proposed for election, and in light of the recent
death of Walter Dostmann, who had been a Class I Director of the Fund, the Nominating and Governance Committee of the Fund recommended, and all of the current members of the Board of Directors approved, the nomination of Ms. Fiona
Flannery, a current Class III Director, as a Class I nominee. The rules of the New York Stock Exchange specify that there be approximately the same number of Directors in each class. If elected, Ms. Flannery will no longer be a
Class III Director and will serve as a Class I Director until the Annual Meeting of Stockholders in 2025 and until her successor is elected and qualifies.
Should any vacancy occur on a Fund’s Board of Directors, the remaining Directors would be able to fill that vacancy by the
affirmative vote of a majority of the remaining Directors in office, even if the remaining Directors do not constitute a quorum. Any Director elected by the Board to fill a vacancy would hold office until the remainder of the full term of the class
of Directors in which the vacancy occurred and until a successor is elected and qualifies. If the size of the Board is increased, additional Directors will be apportioned among the three classes to make all classes as nearly equal as possible.
Unless authority is withheld, it is the intention of the persons named in the accompanying Proxy Card(s) to vote the shares
represented by each Proxy for the election of the nominees listed above. Each nominee has indicated that he or she will serve as a Director if elected, but if any nominee should be unable to serve, shares represented by each Proxy will be voted for
any other person determined by the persons named in Proxy Card(s) in accordance with their discretion. The Board of Directors has no reason to believe that any of the above nominees will be unable to serve as a Director.
BOARD OF DIRECTORS INFORMATION
The management of the business and affairs of each Fund is overseen by the Board of Directors. Directors who are not
“interested persons” of a Fund as defined in the Investment Company Act of 1940, as amended (the “Investment Company Act”) are referred to as “Independent Directors,” and Directors who are “interested persons”
of a Fund are referred to as “Interested Directors.” Certain information concerning the Funds’ governance structure and each Director is set forth below.
Experience, Skills, Attributes, and Qualifications of each Fund’s
Directors. The Nominating and Governance Committee of the Board, which is composed entirely of Independent Directors, reviews the experience, qualifications, attributes and skills of potential candidates for nomination
or election by the Board, and conducts a similar review in connection with the proposed nomination of current Directors for re-election by stockholders. When assessing a candidate for nomination it is the
policy of the Nominating and Governance Committee to consider, amongst other criteria, whether the individual’s background, skills and experience will complement the background, skills and experience of other nominees and existing independent
directors and will contribute to the diversity of the Board. The Nominating and
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Governance Committee assesses the effectiveness of this policy as part of its annual self-assessment. Additional information concerning the Nominating and Governance Committee’s
consideration of nominees appears in the description of the Committee following the table below.
The Board has concluded,
based on each Director’s experience, qualifications, attributes or skills on an individual basis and in combination with those of the other Directors, that each Director is qualified and should serve or continue to serve as such, if willing. In
determining that a particular Director was and continues to be qualified to serve as a Director, the Board has considered a variety of criteria, none of which, in isolation, was controlling. In addition, the Board has taken into account the actual
service and commitment of each Director during his or her tenure (including the Director’s participation in Board and committee meetings, as well as his or her current and prior leadership of standing and ad hoc committees) in concluding that
each should continue to serve. Information about the specific experience, skills, attributes and qualifications of each Director, which in each case led to the Board’s conclusion that the Director should serve or continue to serve as a director
of each Fund, is provided in the table following the “Risk Oversight” section below.
The Board believes that,
collectively, the Directors have balanced and diverse experience, qualifications, attributes, and skills, which allow the Board to operate effectively in governing the Funds and protecting the interests of stockholders. Among other attributes common
to all Directors are their willingness and ability to commit the necessary time and attention to their duties as Directors, their ability to review critically, evaluate, question and discuss information provided to them (including information
requested by the Directors), to interact effectively with each other and with DWS Investment Management Americas, Inc., the Funds’ administrator (the “Administrator”), DWS International GmbH, the Funds’ investment adviser (the
“Investment Adviser”) and other service providers, counsel and the Funds’ independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Directors. References to the
experience, qualifications, attributes and skills of Directors, pursuant to requirements of the Securities and Exchange Commission, do not constitute holding out of the Board or any Director as having special expertise or experience and shall not be
deemed to impose any greater responsibility or liability on any Director or on the Board by reason thereof.
Board
Structure and Oversight Function. The Board is responsible for oversight of the Funds. Each Fund has engaged the Administrator and the Investment Adviser to manage the Fund on a day-to-day basis. The Board is responsible for overseeing the Administrator and the Investment Adviser and each Fund’s other service providers in the operations of each Fund in accordance with the
Fund’s investment objective and policies and otherwise in accordance with the requirements of the Investment Company Act and other applicable Federal and state securities and other laws, and the Fund’s Charter and Bylaws. The Board
normally meets in person at regularly scheduled meetings four times throughout the year. In addition, the Directors may meet in person or by telephone or video conference at special meetings or on an informal basis at other times. The Independent
Directors also regularly meet outside the presence of any representatives of the Administrator and the Investment Adviser. As described below, the Board has established four standing committees — the Audit, Nominating and Governance, Advisory
and Valuation and Executive Committees — and may establish ad hoc committees or working groups from time to time, to assist the Board in fulfilling its oversight responsibilities. Each committee comprises only Independent Directors. Each year
the Directors evaluate the
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performance of the Board and its committees. The responsibilities of each committee, including its oversight responsibilities, are described further below. The Independent Directors have also
engaged independent legal counsel from time to time and may from time to time engage consultants and other advisors, to assist them in performing their oversight responsibilities.
The duties of the Chairman of the Board of Directors (the “Chairman”) include setting the agenda for each Board
meeting in consultation with management, presiding at each Board meeting, meeting with management between Board meetings, and facilitating communication and coordination between the Directors and management.
Risk Oversight. Each Fund is subject to a number of risks, including investment, compliance and
operational risks. Day-to-day risk management with respect to a Fund resides with the Administrator and the Investment Adviser or other service providers (depending on
the nature of the risk), subject to supervision by the Administrator. The Board has charged the Investment Adviser and its affiliates with (i) identifying events or circumstances the occurrence of which could have demonstrable and material
adverse effects on a Fund; (ii) to the extent appropriate, reasonable or practicable, implementing processes and controls reasonably designed to lessen the possibility that such events or circumstances occur or to mitigate the effects of such
events or circumstances if they do occur; and (iii) creating and maintaining a system designed to evaluate continuously, and to revise as appropriate, the processes and controls described in (i) and (ii) above.
Risk oversight forms part of the Board’s general oversight of each Fund’s investment program and operations and is
addressed as part of various regular Board and committee activities. Each of the Administrator, the Investment Adviser, and the Funds’ other principal service providers has an independent interest in risk management but the policies and the
methods by which one or more risk management functions are carried out may differ from a Fund’s and each other’s in the setting of priorities, the resources available or the effectiveness of relevant controls. Oversight of risk management
is provided by the Board and the Audit Committee. The Directors regularly receive reports from, among others, management, the Funds’ Chief Compliance Officer, their independent registered public accounting firm, counsel, and internal auditors
for the Administrator, as appropriate, regarding risks faced by the Funds and the Administrator’s risk management programs.
Not all risks that may affect a Fund can be identified, and, therefore, controls cannot be developed to eliminate or mitigate
their occurrence or effects. The processes and controls employed to address certain risks may be limited in their effectiveness. Also, some risks are simply beyond the reasonable control of the Funds or the Administrator, its affiliates or other
service providers. Moreover, it is necessary to bear investment-related risks to achieve each Fund’s goals.
INFORMATION
REGARDING DIRECTORS, NOMINEES AND OFFICERS
The following table shows certain information about the nominees for election as Directors and about Directors whose terms will
continue, including beneficial ownership of Common Stock of each Fund, and about all officers of each Fund. All current Directors own shares of each Fund except for Ms. Fiona Flannery and Ms. Hepsen Uzcan. Each Fund has elected to be
subject to the statutory calculation, notification and publication requirements of the German Investment Tax Act (Investmentsteuergesetz) (the “Act”) for the fiscal year ended October 31, 2023 for CEE and the fiscal year ended
December 31, 2023 for GF and intends to elect to be
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subject to the Act for its current fiscal year. Absent this election, Directors who are German residents would be subject to adverse German tax consequences if they owned shares of a fund
organized outside of Germany, such as the Funds, that is not subject to German regulation or tax reporting. In light of each Fund’s election to be subject to the Act, the Board of Directors encourages all Directors of each Fund (including those
who are German residents) to invest in the Fund.
Board Members/Nominees:
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Name, Address(1) &
Age |
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Principal Occupation(s) During
Past Five Years or
Longer and Other
Relevant Qualifications* |
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Other Directorships
of SEC Reporting
Companies Held by
Director/Nominee
During Past
Five Years(2) |
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Position(s) with the
Funds(3), Length of Time Served, Position(s)
Nominated for
and
Continuing Directorships |
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Shares of
Common Stock
Beneficially Owned
at May 2,
2024(4) |
| Ms. Fiona Flannery, 56 |
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Independent Non-Executive Director, Kefron Group (IT services company) (Dec 2023 to present) and Siol School Trust (registered Irish charity) (March 2024 to present). Formerly, Chief
Executive Officer of PFS Card Services Ireland Limited (pre-paid credit card company) (October 2022 to December 2023); DEPFA Bank plc Chief Executive Officer (December 2014 to June 2022); DEPFA Group Chief
Risk Officer and Executive Director (April 2010 to December 2014); and Executive Director DEPFA Pfandbrief Bank International SA Luxembourg (December 2011 to November 2019) |
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Director of The European Equity Fund, Inc. (since 2022) |
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Continuing Class II Director for CEE since 2022
Nominee for Class I Director for GF. Class III Director of GF since 2022 |
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CEE None
GF None |
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| Dr. Holger Hatje, 65 |
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Chairman of bank99 AG (Austrian retail bank); Member of the Supervisory Board of the IDEAL Insurance Group (since 2021) and member of the Supervisory Board of ABC Bank/ABC Finance/Bank II GmbH (since 2023). Formerly, Supervisory
Director of Hertha BSC GmbH & Co. KGaA (German premier league football club) (2019-2023); Chief Executive Officer (2006-2018) and Executive Director (2005), Berliner Volksbank eG (German regional
co-operative bank); and Executive Director (2004-2005), Oldenburgische Landesbank AG (German regional bank). He previously held various positions at Dresdner Bank AG (German global bank) (1987-2003), and
served as Supervisory Director of a number of German banking and charitable organizations |
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Director of The European Equity Fund, Inc. (since 2020) |
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Nominee for Class III Director for CEE to serve until the 2027 Annual Meeting. Class III Director for CEE since 2020
Continuing Class I Director for GF since 2020 |
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CEE: 1,150
GF: 4,000 |
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Name, Address(1) &
Age |
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Principal Occupation(s) During
Past Five Years or
Longer and Other
Relevant Qualifications* |
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Other Directorships
of SEC Reporting
Companies Held by
Director/Nominee
During Past
Five Years(2) |
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Position(s) with the
Funds(3), Length of Time Served, Position(s)
Nominated for
and
Continuing Directorships |
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Shares of
Common Stock
Beneficially Owned
at May 2,
2024(4) |
| Bernhard Koepp, 58 |
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CEO & Managing Member, Cyrus J. Lawrence LLC (SEC registered investment advisor) (since 2014). Formerly, Senior Managing Director, ISI Group Inc. (RIA/broker-dealer) (1999-2014); Director, Asset Management Products
Group, Deutsche Bank Securities (1993-1999); and Structured Finance Manager — Deutsche Bank AG London (1989-1993) |
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Chairman (since 2024) and Director of The European Equity Fund, Inc. (since 2022) |
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Chairman (since 2024) and Continuing Class II Director for CEE since 2022
Chairman (since 2024) and Continuing Class II Director for GF since 2022 |
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CEE: 1,000
GF: 1,000 |
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| Dr. Wolfgang Leoni, 67 |
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Independent Consultant. Formerly, Managing Director of HQ Asset Management GmbH (2018-2022); Chief Executive Officer of Sal. Oppenheim Jr. & CIE. Komplementär AG, Cologne (Germany) (private bank) (2013 -2017); Chairman
of Sal. Oppenheim Jr. & CIE. Luxembourg S.A. (2013-2017); Chief Investment Officer and member of the Management Board of Sal. Oppenheim Jr. & CIE. Komplementär AG (2009-2013), Managing Director/CIO of Oppenheim Kapitalanlagegesellschaft
MBH, Cologne (Germany) (investment company) (2007-2009); Managing Director/CIO of Lupus Alpha Alternative Solutions GMBH Frankfurt/M (investment company) (2006); Managing Director/CIO of DEKA Investment GMBH, Frankfurt/M (investment company)
(2002-2006); and Managing Director/management board member (1996-2002) |
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Director of The European Equity Fund, Inc. (since 2017) |
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Nominee for Class III Director for CEE to serve until the 2027 Annual Meeting. Class III Director for CEE since 2017
Nominee for Class III Director for GF to serve until the 2027 Annual Meeting.
Class III Director for GF since 2017 |
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CEE: 486
GF: 1,236 |
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| Christian M. Zügel, 63 |
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Founder, Chief Investment Officer and Chairman of ZAIS Group, LLC (alternative credit manager) (since 1997) and Chairman of ZAIS Group Holdings, Inc. He is also a director or officer of various wholly owned affiliated companies
and investment funds managed by ZAIS Group LLC or related companies. He also serves as Director of 1014 Inc. New York (charitable organization) (since 2019). Formerly, Director and Chairman of ZAIS Financial Corp. (publicly traded commercial
mortgage real estate investment trust) (2011-2016); and Green Dot Bioplastics (bioplastic material science company) (2022 -2024) |
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Director and Chairman of ZAIS Financial Corp. (publicly traded commercial mortgage real estate investment trust) (2011-2016)
Director of The European Equity Fund, Inc. (since 2019) |
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Continuing Class I Director for CEE since 2019
Continuing Class II Director of GF since 2019 |
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CEE: 481
GF: 14,170 |
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Name, Address(1) &
Age |
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Principal Occupation(s) During
Past Five Years or
Longer and Other
Relevant Qualifications* |
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Other Directorships
of SEC Reporting
Companies Held by
Director/Nominee
During Past
Five Years(2) |
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Position(s) with the
Funds(3), Length of Time Served, Position(s)
Nominated for
and
Continuing Directorships |
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Shares of
Common Stock
Beneficially Owned
at May 2,
2024(4) |
| Interested Directors |
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| Hepsen Uzcan(5), 49 |
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Head of Americas CEO Office (since 2023), DWS; Head of Product Americas (since 2021), DWS; Head of U.S. Mutual Funds (since 2021), DWS; Head of Fund Administration (since 2017), DWS; Director and Vice President, DWS Service Company
(since 2018); Director and Vice President, DWS Investment Management Americas, Inc. (since 2023); Director and President, DB Investment Managers, Inc. (since 2018); Director of DWS USA Corporation (since 2023); Trustee, DBX Advisors, LLC (since
2023); Director of Cayman Real Assets Fund, Ltd. (since 2018); Director of Cayman Commodity Fund II, Ltd. (since 2018); and Chief Executive Officer and President, various DWS US registered investment companies advised by DWS Investment Management
Americas, Inc. Ms. Uzcan also serves as Director of Episcopal Charities of New York (since 2018); and Director of ICI Mutual Insurance Company (since 2020). Formerly, Secretary, DWS USA Corporation (2018-2023); Assistant Secretary, DWS
Investment Management Americas, Inc. (2018-2023); Assistant Clerk, DWS Trust Company (2020-2023); and Assistant Secretary, DWS Distributors, Inc. (2018-2023) |
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Director of The European Equity Fund, Inc. (since 2020) |
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Continuing Class I Director for CEE since 2020
Nominee for Class III Director for GF to serve until the 2027 Annual Meeting. Class III Director for GF since 2020 |
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CEE: None
GF: None |
| * |
The information above includes each Director’s principal occupation during the last five years and other
information relating to the experience, attributes and skills relevant to each Director’s/Nominee’s qualifications to serve as a Director, which led (together with the Director’s/Nominee’s current and prior experience as a
director of other SEC reporting companies, if any, as indicated elsewhere in the table) to the conclusion that each Director/Nominee should serve as a Director for the Fund. |
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| Executive Officers(6) |
| Name, Address & Age |
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Position(s)
with Fund |
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Length of
Time Served |
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Principal Occupation(s)
During Past Five
Years
or Longer |
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Shares of
Common Stock
Beneficially Owned
at May 2,
2024(4) |
| Hepsen Uzcan, 49(7)(9) |
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Chief Executive Officer and President (formerly, Assistant Secretary 2013 to 2020) |
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Since 2017 |
|
Head of Americas CEO Office (since 2023), DWS; Head of Product Americas (since 2021), DWS; Head of U.S. Mutual Funds (since 2021), DWS; Head of Fund Administration (since 2017), DWS; Director and Vice President, DWS Service Company
(since 2018); Director and Vice President, DWS Investment Management Americas, Inc. (since 2023); Director and President, DB Investment Managers, Inc. (since 2018); Director of DWS USA Corporation (since 2023); Trustee, DBX Advisors, LLC (since
2023); Director of Cayman Real Assets Fund, Ltd. (since 2018); Director of Cayman Commodity Fund II, Ltd. (since 2018); and Chief Executive Officer and President, various DWS US registered investment companies advised by DWS Investment Management
Americas, Inc. Ms. Uzcan also serves as Director of Episcopal Charities of New York (since 2018); and Director of ICI Mutual Insurance Company (since 2020). Formerly, Secretary, DWS USA Corporation (2018-2023); Assistant Secretary, DWS
Investment Management Americas, Inc. (2018-2023); Assistant Clerk, DWS Trust Company (2020-2023); and Assistant Secretary, DWS Distributors, Inc. (2018-2023) |
|
CEE: None
GF: None |
|
|
|
|
|
| Diane Kenneally, 58(8) |
|
Chief Financial Officer and Treasurer |
|
Since 2018 |
|
Fund Administration Treasurer’s Office, Head (since 2024), DWS; Treasurer, Chief Financial Officer, and Controller, DBX ETF Trust (since 2019); and Chief Financial Officer and Treasurer, various DWS US registered investment
companies advised by DWS Investment Management Americas, Inc. (since 2018). Formerly, Co-Head of DWS Treasurer’s Office (2018-2024). |
|
CEE: None
GF: None |
|
|
|
|
|
| Sheila Cadogan, 58(8) |
|
Assistant Treasurer |
|
Since 2018 |
|
Fund Administration Treasurer’s Office, Head of Accounting and Vendor Oversight (since 2024), DWS; Director and Vice President, DWS Trust Company (since 2018); Assistant Treasurer, DBX ETF Trust (since 2019); and Assistant
Treasurer, various DWS US registered investment companies advised by DWS Investment Management Americas, Inc. (since 2017). Formerly, Co-Head of DWS Treasurer’s Office (2018-2024). |
|
CEE: None
GF: None |
9
|
|
|
|
|
|
|
|
|
| Executive Officers(6) |
| Name, Address & Age |
|
Position(s)
with Fund |
|
Length of
Time Served |
|
Principal Occupation(s)
During Past Five
Years
or Longer |
|
Shares of
Common Stock
Beneficially Owned
at May 2,
2024(4) |
| Caroline Pearson, 62(8)(9) |
|
Chief Legal Officer |
|
Since 2012 |
|
Legal (Co-Head Americas Legal), DWS (since 2024), Chief Legal Officer, DBX Advisors LLC (since 2019); Assistant Secretary, DBX ETF Trust (since 2020); and Chief Legal Officer, various DWS US
registered investment companies advised by DWS Investment Management Americas, Inc. Formerly, Chief Legal Officer, DBX Strategic Advisors LLC (2020-2021); and Legal (Senior Team Lead), DWS (2020-2024). |
|
CEE: None
GF: None |
|
|
|
|
|
| Scott D. Hogan, 54(8) |
|
Chief Compliance Officer |
|
Since 2016 |
|
Anti-Financial Crime & Compliance US (Senior Team Lead), DWS; and Chief Compliance Officer, various DWS US registered investment companies advised by DWS Investment Management Americas, Inc. |
|
CEE: None
GF: None |
|
|
|
|
|
| Christian Rijs, 44(7) |
|
Anti-Money Laundering Compliance Officer |
|
Since 2021 |
|
Anti-Financial Crime and Compliance (Senior Team Lead), DWS; AML Officer, DWS Trust Company (since 2021); AML Officer, DBX ETF Trust (since 2021); and AML Officer, various DWS US registered investment companies advised by DWS
Investment Management Americas, Inc. (since 2021). Formerly, DWS UK & Ireland Head of Anti-Financial Crime and MLRO. |
|
CEE: None
GF: None |
|
|
|
|
|
| John Millette, 61(8)(10) |
|
Secretary |
|
Since 2006 |
|
Legal (Associate General Counsel), DWS; Chief Legal Officer, DWS Investment Management Americas, Inc. (since 2019); and Director and Vice President, DWS Trust Company; Director of Cayman Real Assets Fund, Ltd. (since 2018); Director
of Cayman Commodity Fund II, Ltd. (since 2018); Vice President, DBX Advisors LLC (since 2021); Secretary, DBX ETF Trust (since 2020); and Vice President and Secretary, various DWS US registered investment companies advised by DWS Investment
Management Americas, Inc. Formerly, Assistant Secretary, DBX ETF Trust (2019-2020). |
|
CEE: None
GF: None |
|
|
|
|
|
| Alyssa Asbury, 29(7) |
|
Assistant Secretary |
|
Since 2020 |
|
Fund Administration (Senior Specialist), DWS. |
|
CEE: None
GF: None |
| (1) |
The mailing address of all directors with respect to operations of the Funds is c/o DWS Investment
Management Americas, Inc., 875 Third Avenue, New York, New York 10022. |
| (2) |
Directorships are for companies that file reports with the SEC. |
10
| (3) |
Each current Director oversees 3 funds in the Fund Complex. The Fund Complex includes The Central and
Eastern Europe Fund, Inc., The European Equity Fund, Inc. and The New Germany Fund, Inc., which are closed-end registered investment companies for which DWS Investment Management Americas, Inc. acts as
Administrator and DWS International GmbH acts as Investment Adviser. It also includes 108 other open- and closed-end funds advised by wholly-owned entities of the DWS Group in the United States.
|
| (4) |
As of May 2, 2024, all Directors, Nominees for election and Executive Officers as a group
(13 persons) owned 3,118 shares of CEE and 20,406 shares of GF, which for each Fund constitutes less than 1% of the outstanding Common Stock of the Fund. Share numbers in this Proxy Statement have been rounded to the nearest whole share.
|
| (5) |
Indicates “Interested Person”, as defined in the Investment Company Act. Ms. Uzcan is an
“interested” Director as a result of: her being an officer of the Funds and her ownership of securities of DWS Group, the indirect owner of the Investment Adviser of the Fund; and her ownership of shares of the indirect majority owner of
DWS Group. |
| (6) |
The officers of the Funds are elected annually by the Board of Directors at its meeting following the Annual
Meeting of Stockholders. Each of Ms. Cadogan, Mr. Hogan, Ms. Kenneally, Mr. Millette, Mr. Rijs, Ms. Pearson, and Ms. Uzcan also serves as an officer of the other Funds in the Fund Complex. |
| (7) |
Address: 875 Third Avenue, New York, New York, 10022 |
| (8) |
Address: 100 Summer Street, Suite 800, Boston, Massachusetts 02110. |
| (9) |
Indicates ownership of securities of Deutsche Bank AG or DWS Group either directly or through Deutsche
Bank’s or DWS Group’s deferred compensation plan. |
| (10) |
Mr. Millette has served as Secretary since January 1, 2011. He served as Assistant Secretary from
July 14, 2006 to December 31, 2010 and as Secretary to the Funds from January 30, 2006 to July 13, 2006. |
The following table contains additional information with respect to the beneficial ownership of equity securities by each
Director in each Fund and, on an aggregated basis, in any registered investment companies overseen by the Director within the same Family of Investment Companies as the Fund:
|
|
|
|
|
|
|
| Name of Director |
|
CEE —
Dollar Range of
Equity Securities
in the
Fund(1) |
|
GF —
Dollar Range of
Equity Securities
in the Fund(1) |
|
Aggregate Dollar
Range of Equity
Securities in
All
Funds Overseen by
Director in Family of
Investment
Companies(1),(2) |
| Fiona Flannery |
|
None |
|
None |
|
None |
| Dr. Holger Hatje |
|
$10,001-$50,000 |
|
$10,001-$50,000 |
|
$50,001-$100,000 |
| Bernhard Koepp |
|
$0-$10,000 |
|
$0-$10,000 |
|
$10,001-$50,000 |
| Dr. Wolfgang Leoni |
|
$0-$10,000 |
|
$10,001-$50,000 |
|
$10,001-$50,000 |
| Hepsen Uzcan |
|
None |
|
None |
|
None |
| Christian M. Zügel |
|
$0-$10,000 |
|
over $100,000 |
|
over $100,000 |
| (1) |
Valuation date is May 2, 2024. |
| (2) |
The Family of Investment Companies consists of The Central and Eastern Europe Fund, Inc., The European Equity
Fund, Inc. and The New Germany Fund, Inc., which are closed-end funds that share the same investment adviser and administrator and hold themselves out as related companies. |
11
The Board of Directors currently has four standing committees including an audit
committee (the “Audit Committee”), an advisory and valuation committee (the “Advisory and Valuation Committee”), an executive committee (the “Executive Committee”), and a nominating and governance committee (the
“Nominating and Governance Committee”). Effective January 1, 2024, the Board’s former valuation committee (the “Valuation Committee”) was combined with the former advisory committee (“Advisory Committee”). As
neither Fund has employees, the Board of Directors has not established a compensation committee.
The Audit Committee,
currently comprising Ms. Flannery (Chair), Dr. Hatje and Dr. Leoni, operates pursuant to a written charter which is available on the Funds’ website,https://fundsus.dws.com/en-us/products/closed-end-funds/CEE-the-central-and-eastern-europe-fund-inc/.
The Audit Committee’s organization and responsibilities are contained in the Audit Committee Report, which is included in this Proxy Statement, and in its written charter. The members of
the Audit Committee are “independent” as required by the independence standards of Rule 10A-3 under the Securities Exchange Act of 1934. The Board of Directors has determined that each member of
the Audit Committee is financially literate and has determined that Ms. Flannery meets the requirements for an audit committee financial expert under the rules of the Securities and Exchange Commission (“SEC”). Although the Board has
determined that Ms. Flannery meets the requirements for an audit committee financial expert, her responsibilities are the same as those of the other audit committee members. Ms. Flannery is not an auditor or accountant, she does not
perform “field work” and is not a full-time employee. The SEC has stated: (i) that an audit committee member who is designated as an audit committee financial expert will not be deemed to be an “expert” for any purpose as a
result of being identified as an audit committee financial expert; and (ii) that the designation or identification of a person as an audit committee financial expert does not: (A) impose on such person any duties, obligations, or
liabilities that are greater than those imposed on such persons as members of the audit committee or board of directors in the absence of such designation or identification; or (B) affect the duties, obligations, or liability of any other
member of the audit committee or the board of directors. The Audit Committee of CEE met five times during CEE’s past fiscal year and the Audit Committee of GF met four times during GF’s Fund’s past fiscal year.
The Advisory and Valuation Committee, currently comprising Mr. Koepp (Chair), Dr. Hatje, Dr. Leoni and
Mr. Zügel, (i) makes recommendations to the full Board with respect to the Administration Agreement between each Fund and DWS Investment Management Americas, Inc., and the Investment Advisory Agreement between each Fund and DWS
International GmbH; and (ii) reviews each Fund’s valuation procedures and makes recommendations with respect thereto and, to the extent required by such procedures, determines the fair value of each Fund’s securities or other assets.
The Advisory Committee met two times during each Fund’s past fiscal year. The Valuation Committee of CEE did not meet during the Fund’s past fiscal year and the Valuation Committee of GF met one time during the Fund’s past fiscal
year.
The Executive Committee, currently comprising Mr. Zügel (Chair), Ms. Flannery and Mr. Koepp, has
the authority to act for the Board on all matters between meetings of the Board subject to any limitations under applicable state law. The Executive Committee did not meet during each Fund’s past fiscal year.
The Nominating and Governance Committee, currently comprising Dr. Hatje (Chair), Ms. Flannery and
Mr. Zügel, operates pursuant to a written charter which is available on the Funds’ website, https://fundsus.dws.com/en-us/products/closed-end-funds/CEE-the-central-and-eastern-europe-fund-inc/.
12
The Board has determined that each of the members of the Nominating and
Governance Committee is not an “interested person” as the term is defined in Section 2(a)(19) of the Investment Company Act. Generally, the Nominating and Governance Committee identifies, evaluates and selects and nominates, or
recommends to the Board of Directors, candidates for the Board or any committee of the Board, and also advises the Board regarding governance matters generally and confirms that the Board and Audit Committee undertake annual self-evaluations. To be
eligible for nomination as a Director a person must, at the time of such person’s nomination, have Relevant Experience and Country Knowledge and must not have any Conflict of Interest, as those terms are defined in the Fund’s Bylaws. The
relevant portions of each Fund’s Bylaws describing these requirements are included as Annex A. The Nominating and Governance Committee may also take into account additional factors listed in the Nominating and Governance Committee Charter,
which generally relate to the nominee’s industry knowledge, business experience, education, ethical reputation, special skills, ability to work well in group settings and the ability to qualify as an “independent director”. When
assessing a candidate for nomination, the Nominating and Governance Committee considers whether the individual’s background, skills and experience will complement the background, skills and experience of other nominees and will contribute to
the diversity of the Board.
The Nominating and Governance Committee will consider nominee candidates properly submitted by
stockholders in accordance with applicable law, each Fund’s Charter or Bylaws, resolutions of the Board and the qualifications and procedures set forth in the Nominating and Governance Committee Charter, which is available on the Funds’
website at the website address noted above. A stockholder or group of stockholders seeking to submit a nominee candidate for any Fund (i) must have beneficially owned at least 1% of the Fund’s common stock for at least two years,
(ii) may submit only one nominee candidate for any particular meeting of stockholders, and (iii) may submit a nominee candidate for only an annual meeting or other meeting of stockholders at which directors will be elected. The stockholder
or group of stockholders must provide notice of the proposed nominee pursuant to the requirements found in the relevant Fund’s Bylaws. Generally, this notice must be received not less than 120 days nor more than 150 days prior to the
first anniversary of the date of mailing of the notice for the preceding year’s annual meeting. Such notice shall include the specific information required by the Fund’s Bylaws. The relevant portions describing these requirements also are
included as Annex A. The Nominating and Governance Committee will evaluate nominee candidates properly submitted by stockholders on the same basis as it considers and evaluates candidates recommended by other sources. The Nominating and Governance
Committee met two times during each Fund’s past fiscal year.
In accordance with its charter, the Nominating and
Governance Committee reviews each Director’s affiliations and relationships for purposes of determining whether or not the Director qualifies as an “independent director.” The Nominating and Governance Committee also considers each
Director’s independence more generally, as well as various governance “best practices”.
The Nominating and
Governance Committee has concluded that each Director other than Ms. Uzcan is an “independent director.” The Nominating and Governance Committee also noted that none of the Directors or nominees for Director currently serves on the
board of more than three registered investment companies advised by the investment adviser. The Nominating and Governance Committee also believes that the receipt of compensation for service as a Director does not adversely affect the independence
of any Director’s character and judgment and notes that fund industry “best practices” encourage service on multiple boards.
13
All members on each of the five committees of the Board are not “interested
persons” as the term is defined in the Investment Company Act.
The Board of Directors of each Fund had four regular
meetings during the Fund’s past fiscal year. Each incumbent Director who served as a Director during the past fiscal year attended at least 75% of the aggregate number of meetings of the Board and of the respective Committees on which he or she
served. The Board has a policy that encourages Directors to attend the Annual Meeting of Stockholders, to the extent that travel to the Annual Meeting of Stockholders is reasonable for that Director or, in the case of a meeting that is held
virtually, it is convenient for that Director to attend. Two Directors attended the 2023 Annual Meeting of Stockholders.
To communicate with the Board of Directors or an individual Director of a Fund, a stockholder must send a written communication
to the Fund’s Secretary at DWS Investment Management Americas, Inc., 100 Summer Street, Suite 800, Boston, MA 02110 (c/o the relevant Fund), addressed to (i) the Board of Directors of the Fund or an individual Director, and
(ii) the Secretary of the Fund. The Secretary of the Fund will direct the correspondence to the appropriate parties.
Each Fund pays each of its Directors who is not an interested person of the Fund, of the Investment Adviser or of the
Administrator an annual fee of $8,000 plus $1,167 for each Board meeting and $917 for each Committee meeting attended ($500 for attendance at Advisory and Valuation Committee meetings for Directors who are not members of the Committee). Each Fund
reimburses the Directors (except for those employed by the DWS Group) for travel expenses in connection with Board meetings. The Chair of the Audit Committee, and Nominating and Governance Committee each receives an additional annual retainer per
Fund of $4,000 and $3,000, respectively. None of the Funds provides compensation in the form of pension or other retirement benefits to any of the Directors. Currently, the Funds, together with The European Equity Fund, Inc., 108 other open- and closed-end funds advised by wholly owned entities of the DWS Group in the United States, represent the entire Fund Complex within the meaning of the applicable rules and regulations of the SEC.
The following table sets forth (a) the aggregate compensation from each Fund for the fiscal year ended October 31,
2023 for CEE and December 31, 2023 for GF, and (b) the total compensation from the Fund Complex for the 2023 calendar year, (i) for each Director who is not an interested person of the Funds, and (ii) for all such Directors as a
group.
|
|
|
|
|
|
|
|
|
|
|
|
|
| Name of Director |
|
CEE —
Aggregate
Compensation
from Fund |
|
|
GF —
Aggregate
Compensation
from Fund |
|
|
Total Compensation
from Fund Complex |
|
| Fiona Flannery |
|
$ |
4,174 |
|
|
$ |
28,045 |
|
|
$ |
43,206 |
|
| Dr. Holger Hatje |
|
$ |
2,960 |
|
|
$ |
25,203 |
|
|
$ |
38,103 |
|
| Bernhard Koepp |
|
$ |
2,759 |
|
|
$ |
24,480 |
|
|
$ |
36,895 |
|
| Dr. Wolfgang Leoni |
|
$ |
2,652 |
|
|
$ |
23,763 |
|
|
$ |
35,789 |
|
| Christian M. Zügel |
|
$ |
2,690 |
|
|
$ |
23,790 |
|
|
$ |
35,912 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Total |
|
$ |
15,235 |
|
|
$ |
125,282 |
|
|
$ |
189,906 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
No compensation is paid by a Fund to Directors who are interested persons of the Funds or of
any entity of the DWS Group or to officers.
14
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL NO. 1.
Required Vote. Provided a quorum has been established, for each Fund the affirmative vote of a majority of the
votes entitled to be cast at the Meeting is required for the election of each Director. For purposes of the election of Directors, abstentions and broker non-votes will have the same effect as a vote against a
Director.
PROPOSAL NO. 2:
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITORS
The Audit Committee has approved Ernst & Young LLP (“EY”), an independent registered public accounting firm,
as independent auditors for CEE for the fiscal year ending October 31, 2024 and for GF for the fiscal year ending December 31, 2024. A majority of the members of the Board of Directors, including a majority of the members of the Board of
Directors who are not “interested” Directors (as defined in the Investment Company Act) of each Fund, have ratified the appointment of EY as each Fund’s independent auditors for the Fund’s current fiscal year.
Neither the Charter nor Bylaws of each Fund requires that the stockholders ratify the appointment of EY as the Fund’s
independent auditors. We are doing so because we believe it is a matter of good corporate practice. If the stockholders do not ratify the appointment, the Audit Committee and the Board of Directors will reconsider whether to retain EY, but may
retain such independent auditors. Even if the appointment is ratified, the Audit Committee and the Board of Directors in their discretion may change the appointment at any time during the year if they determine that such change would be in the best
interests of a Fund and its stockholders. It is intended that the persons named in the accompanying Proxy Card(s) will vote for the ratification of the appointment of EY as each Fund’s independent auditors. A representative of EY will be
present at the Meeting, will have the opportunity to make a statement and is expected to be available to answer appropriate questions concerning each Fund’s financial statements.
THE BOARD OF EACH FUND UNANIMOUSLY RECOMMENDS A VOTE FOR PROPOSAL NO. 2.
Required Vote. Provided a quorum has been established, the affirmative vote of a majority of the votes cast at the
Meeting is required for the ratification of the appointment by the Audit Committee and the Board of Directors of EY as independent auditors for each Fund for its 2024 fiscal year. For purposes of Proposal No. 2, abstentions and broker non-votes will have no effect on the result of the vote.
INFORMATION WITH
RESPECT TO THE FUNDS’ INDEPENDENT AUDITORS
The following tables show fees EY billed to each Fund during the Fund’s two most recent fiscal years: (i) for audit
and non-audit services provided to the Fund, and (ii) for engagements for non-audit services pre-approved by the Audit
Committee for the Fund’s Investment Adviser and Administrator and certain entities controlling, controlled by, or under common control with the Investment Adviser and Administrator that provide ongoing services to the Fund
15
(collectively, the “Adviser Entities”), which engagements relate directly to the operations and financial reporting of the Fund. The Audit Committee of each Board reviews, at least
annually, whether the Fund’s independent auditor’s receipt of non-audit fees from each Fund, each Fund’s Investment Adviser, each Fund’s Administrator and all Adviser Entities is compatible
with maintaining the independent auditor’s independence.
The Central and Eastern Europe Fund, Inc.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Audit Fees(1) |
|
|
Audit Related
Fees(2) |
|
|
Tax Fees(3) |
|
|
All Other Fees(4) |
|
| Fiscal Year |
|
Fund |
|
|
Fund |
|
|
Adviser
Entities |
|
|
Fund |
|
|
Adviser
Entities |
|
|
Fund |
|
|
Adviser
Entities |
|
| 2023 |
|
$ |
39,722 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
5,969 |
|
|
$ |
539,907 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| 2022 |
|
$ |
39,722 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
7,880 |
|
|
$ |
32,448 |
|
|
$ |
0 |
|
|
$ |
0 |
|
The New Germany Fund, Inc.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Audit
Fees(1) |
|
|
Audit Related
Fees(2) |
|
|
Tax Fees(3) |
|
|
All Other Fees(4) |
|
| Fiscal Year |
|
Fund |
|
|
Fund |
|
|
Adviser
Entities |
|
|
Fund |
|
|
Adviser
Entities |
|
|
Fund |
|
|
Adviser
Entities |
|
| 2023 |
|
$ |
54,722 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
5,969 |
|
|
$ |
424,143 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| 2022 |
|
$ |
54,722 |
|
|
$ |
0 |
|
|
$ |
0 |
|
|
$ |
7,880 |
|
|
$ |
148,212 |
|
|
$ |
0 |
|
|
$ |
0 |
|
| (1) |
“Audit Fees” are the aggregate fees billed for professional services for the audit of each
Fund’s annual financial statements and services provided in connection with statutory and regulatory filings or engagements. |
| (2) |
“Audit Related Fees” are the aggregate fees billed for assurance and related services reasonably
related to the performance of the audit or review of financial statements and are not reported under “Audit Fees.” |
| (3) |
“Tax Fees- Advisor Entities” were billed by EY in connection with tax compliance services and
agreed upon procedures. |
| (4) |
“All Other Fees” are the aggregate fees billed for products and services other than “Audit
Fees,” “Audit Related Fees” and “Tax Fees.” |
Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must pre-approve (i) all services to be performed for each Fund by the Fund’s
independent auditors and (ii) all non-audit services to be performed by each Fund’s independent auditors for the Fund’s Investment Adviser or any Adviser Entities with respect to operations and
financial reporting of the Fund, and all of the engagements reflected in the table above were pre-approved by the Audit Committee. Any member of the Audit Committee may
pre-approve any audit or non-audit services to be performed by the independent auditors, provided that any such approvals are presented to the Audit Committee at its
next scheduled meeting. The auditors shall report to the Audit Committee at each of its regular meetings all audit or non-audit services to each Fund and all non-audit
services to the Adviser Entities that relate directly to the Fund’s operations and financial reporting initiated since the last such report was rendered, including a general description of the services and projected fees and the means by which
such services were approved by the Audit Committee.
All Non-Audit
Fees. The tables below show the aggregate non-audit fees billed by EY during each Fund’s last two fiscal years for services rendered to each Fund and to the Adviser Entities that provide ongoing
services to the Fund, whether or not such engagements relate directly to the operations and financial reporting of the Fund. The non-audit fees for the 2023
16
fiscal year reflect timing differences regarding the rendering of statements for services performed.
The Central and Eastern Europe Fund, Inc.
|
|
|
|
|
| Fiscal Year |
|
Aggregate
Non-Audit Fees |
|
| 2023 |
|
$ |
545,876 |
|
| 2022 |
|
$ |
40,328 |
|
The New Germany Fund, Inc.:
|
|
|
|
|
| Fiscal Year |
|
Aggregate
Non-Audit Fees |
|
| 2023 |
|
$ |
430,112 |
|
| 2022 |
|
$ |
156,092 |
|
All other engagement fees were billed for services in connection with agreed upon procedures
and tax compliance for DWS Investment Management Americas, Inc. (“DIMA” or the “Administrator”) and other related entities.
There were no amounts that were approved by the Audit Committee pursuant to the de minimis exception under Rule 2-01 of Regulation S-X.
According to each
Fund’s principal Independent Registered Public Accounting Firm, substantially all of the principal Independent Registered Public Accounting Firm’s hours spent on auditing the Fund’s financial statements were attributed to work
performed by full-time permanent employees of the principal Independent Registered Public Accounting Firm.
In connection
with the audit of the 2022 and 2023 financial statements, each Fund entered into an engagement letter with EY. The terms of the engagement letter required by EY, and agreed to by each Fund’s Audit Committee, include a provision mandating the
use of mediation and arbitration to resolve any controversy or claim between the parties arising out of or relating to the engagement letter or the services provided thereunder.
Pursuant to Public Company Accounting Oversight Board (“PCAOB”) Rule 3526, EY is required to describe in writing to
each Fund’s Audit Committee, on at least an annual basis, all relationships between EY, or any of its affiliates, including the Fund, or persons in financial reporting oversight roles at the Fund that, as of the date of the communication, may
reasonably be thought to bear on EY’s independence. Pursuant to PCAOB Rule 3526, EY has reported the matters set forth below that may reasonably be thought to bear on EY’s independence. With respect to each reported matter, individually
and in the aggregate, EY advised the Audit Committee that, after careful consideration of the facts and circumstances and the applicable independence rules, it concluded that the matters do not and will not impair EY’s ability to exercise
objective and impartial judgement in connection with the audits of the financial statements for each Fund and a reasonable investor with knowledge of all relevant facts and circumstances would conclude that EY has been and is capable of exercising
objective and impartial judgment on all issues encompassed within EY’s audit engagements. EY also confirmed to the Audit Committee that it can continue act as the Independent Registered Public Accounting Firm for each Fund.
EY advised each Fund’s Audit Committee that various covered persons within EY’s affiliates held investments in, or
had other financial relationships with, entities within the
17
“investment company complex” (as defined in Regulation S-X) of which each Fund is a part (the “Fund Complex”). EY informed the Audit
Committee that these investments and financial relationships were inconsistent with Rule 2-01(c)(1) of Regulation S-X. EY reported that all breaches have been resolved
and that none of the breaches involved any investments in the Funds or any professionals who were part of the audit engagement team for the Funds. In addition, EY noted that the independence breaches did not (i) create a mutual or conflicting
interest with the Funds, (ii) place EY in the position of auditing its own work, (iii) result in EY acting as management or an employee of the Funds, or (iv) place EY in a position of being an advocate of the Funds.
AUDIT COMMITTEE REPORT
The purposes of the Audit Committee are: (1) to assist the Board of Directors in its oversight of (i) the integrity
of each Fund’s financial statements; (ii) each Fund’s compliance with legal and regulatory requirements; (iii) the independent auditors’ qualifications and independence; and (iv) the performance of the independent
auditors; and (2) to prepare this report. The Audit Committee assists the Board of Directors in its oversight of each Fund’s policies and practices with respect to accounting, financial reporting, internal control over financial reporting,
independent audits, and risk management. The Audit Committee regularly discusses each Fund’s most significant risk exposures and the steps management has taken to monitor and control such exposures. Each Member of the Audit Committee is
“independent,” as required by the independence standards of Rule 10A-3 under the Securities Exchange Act of 1934. The Audit Committee operates pursuant to a written charter. As set forth in the
Audit Committee Charter, management of each Fund and applicable service providers are responsible for the preparation, presentation and integrity of the Fund’s financial statements and for the effectiveness of internal control over financial
reporting. Management and applicable service providers are responsible for maintaining appropriate accounting and financial reporting principles and policies and internal control over financial reporting and other procedures that provide for
compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out a proper audit of each Fund’s annual financial statements and expressing an opinion as to their
conformity with generally accepted accounting principles.
In the performance of its oversight function, the Audit
Committee has considered and discussed the audited financial statements with management and the independent auditors of each Fund. The Audit Committee has also discussed with the independent auditors the matters required to be discussed by PCAOB
Rule 3526 (Communication with Audit Committees Concerning Independence), as currently in effect. The Audit Committee has also considered whether the provision of any non-audit services not pre-approved by the Audit Committee provided by the Funds’ independent auditors to the Funds’ investment adviser, administrator or to any entity controlling, controlled by or under common control with the
Funds’ investment adviser or administrator that provides ongoing services to the Funds is compatible with maintaining the auditors’ independence. During the past fiscal year, no non-audit services
that were not pre-approved by the Audit Committee were provided by the Funds’ independent auditors. Finally, the Audit Committee has received the written disclosures and the letter from the independent
auditors required by PCAOB Rule 3526, Communication with Audit Committees Concerning Independence, as currently in effect, and has discussed with the auditors their independence. Each Fund’s Audit Committee also discussed with the independent
auditors the matters required to be discussed by Auditing Standard No. 16 (Communications With Audit Committees).
18
The members of the Audit Committee are not full-time employees of the Funds and
are not performing the functions of auditors or accountants. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct “field work” or other types of auditing or accounting reviews or procedures or to
set auditor independence standards. Members of the Audit Committee necessarily rely on the information provided to them by management and the independent auditors. Accordingly, the Audit Committee’s considerations and discussions referred to
above do not assure that the audit of each Fund’s financial statements has been carried out in accordance with generally accepted auditing standards, that the financial statements are presented in accordance with generally accepted accounting
principles or that the Funds’ auditors are in fact “independent.”
Based upon the reports and discussions
described in this report, and subject to the limitations on the role and responsibilities of the Audit Committee referred to above and in the Charter, the Audit Committee recommended to the Board of Directors of each Fund that the audited financial
statements of each Fund be included in each Fund’s annual report to stockholders for the fiscal year ended October 31, 2023 for CEE and December 31, 2023 for GF.
Submitted by the Audit Committee
of each Fund’s Board of Directors
Fiona Flannery, Chair
Holger Hatje
Wolfgang Leoni
19
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
As of May 2, 2024, no person, to the knowledge of management, owned of record or beneficially more than 5% of the
outstanding Common Stock of each Fund, other than as set forth below:
The Central and Eastern Europe Fund, Inc.
|
|
|
|
|
|
|
|
|
| Name and Address of Beneficial Owner |
|
Amount and
Nature of
Beneficial Ownership |
|
|
Percent of
Outstanding
Common Stock |
|
| Mizuho Financial Group(1)
1-5-5, Otemachi, Chiyoda-ku,
Tokyo 100-8176, Japan |
|
|
385,500 shares |
|
|
|
6.03 |
% |
| Madison Avenue Partners LP(2)
150 East
58th Street, 14th Floor,
New York, NY 10155 |
|
|
371,267 shares |
|
|
|
5.81 |
% |
| (1) |
This information, including the number of shares owned (but not the percent) is based exclusively on
information provided by such entity on Schedule 13G filed with respect to the Fund on January 13, 2024. |
| (2) |
This information, including the number of shares owned (but not the percent) is based exclusively on
information provided by such entity on Schedule 13G filed with respect to the Fund on January 22, 2024. |
The New Germany Fund, Inc.:
|
|
|
|
|
|
|
|
|
| Name and Address of Beneficial Owner |
|
Amount and
Nature of
Beneficial Ownership |
|
|
Percent of
Outstanding
Common Stock |
|
| Allspring Global Investments Holdings,
LLC(1)
1415 Vantae Park Drive, 3rd Floor
Charlotte, NC 28203 |
|
|
2,579,916 shares |
|
|
|
15.74 |
% |
| Lazard Asset Management LLC(2)
30
Rockefeller Plaza, New York, New York 10112 |
|
|
2,131,644 shares |
|
|
|
13.01 |
% |
| 1607 Capital Partners, LLC(3)
13 S. 13th
Street, Suite 400, Richmond,
Virginia 23219 |
|
|
1,630,423 shares |
|
|
|
9.95 |
% |
| City of London Investment Group
PLC(4)
City of London Investment Management Company Limited
77 Gracechurch Street
London, EC3V 0AS England |
|
|
1,224,799 shares |
|
|
|
7.47 |
% |
| (1) |
This information, including the number of shares owned (but not the percent) is based exclusively on
information provided by such entity on Schedule 13G filed with respect to the Fund on January 10, 2024. |
| (2) |
This information, including the number of shares owned (but not the percent) is based exclusively on
information provided by such entity on Schedule 13G/A filed with respect to the Fund on February 14, 2024. |
20
| (3) |
This information, including the number of shares owned (but not the percent) is based exclusively on
information provided by such entity on Schedule 13G/A filed with respect to the Fund on February 8, 2024. |
| (4) |
This information, including the number of shares owned (but not the percent) is based exclusively on
information provided by such entity on Schedule 13G filed with respect to the Fund on February 9, 2024. |
INVESTMENT ADVISER AND ADMINISTRATOR
DWS International GmbH serves as the Investment Adviser of each Fund. The principal office of DWS International GmbH is located
at Mainzer Landstraße 11-17, D-60329 Frankfurt am Main, Germany. DIMA serves as the Administrator of each Fund. The corporate office of DIMA is located at 875 Third Avenue, New York, New York 10022. DWS
International GmbH and DIMA are each an indirect, wholly-owned subsidiary of DWS Group Gmbh & Co. KGaA (“DWS Group”). DWS Group is a publicly-listed financial services firm that is an indirect, majority-owned subsidiary of
Deutsche Bank AG. The DWS brand represents the DWS Group and any of its subsidiaries such as DWS Distributors, Inc., which offers investment products, or DIMA and RREEF America L.L.C. which offer advisory services.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Based on a review of reports filed by the Funds’ Directors and executive officers, the Investment Adviser, officers and
directors of the Investment Adviser, affiliated persons of the Investment Adviser and beneficial holders of 10% or more of each Fund’s outstanding stock, and written representations by the Reporting Persons that no year-end reports were required for such persons, all filings required by Section 16(a) of the Securities and Exchange Act of 1934 for the fiscal year ended October 31, 2023 for CEE and December 31,
2023 for GF were timely, except as noted under “Delinquent Section 16(a) Reports” below.
Delinquent
Section 16(a) Reports
Juan Barriobero, Deputy Portfolio Manager for GF, made late filings of Form 3 with
respect to GF. The late filing related solely to Mr. Barriobero’s designation as a Reporting Person and did not relate to any transactions in securities of the Fund. Mr. Barriobero has since corrected his omission by making the
necessary filing.
OTHER MATTERS
No business other than as set forth herein is expected to come before the Meeting, but should any other matter requiring a vote
of stockholders properly come before the Meeting, including any question as to an adjournment of the Meeting, the persons named in the enclosed Proxy Card will vote thereon according to their discretion. Abstentions and broker non-votes shall have no effect on the outcome of a vote to adjourn the Meeting.
STOCKHOLDER PROPOSALS
In order for stockholder proposals otherwise satisfying the eligibility requirements of SEC Rule 14a-8 to be considered for inclusion in a Fund’s proxy statement for the 2025 Annual
21
Meeting, the proposals must be received by the relevant Fund, c/o DWS Investment Management Americas, Inc., 100 Summer Street, Suite 800, Boston, MA 02110, Attention: Secretary, on or before
January 21, 2025.
In addition, each Fund’s Bylaws currently provide that if a stockholder desires to bring
business (including director nominations) before the 2025 Annual Meeting that is or is not the subject of a proposal timely submitted for inclusion in the Fund’s proxy statement, written notice of such business as prescribed in the Bylaws must
be delivered to the Fund’s Secretary, c/o DWS Investment Management Americas, Inc., 100 Summer Street, Suite 800, Boston, MA 02110, between December 22, 2024 and January 21, 2025. For additional requirements, the stockholder may
refer to the Bylaws for each Fund, a current copy of which may be obtained without charge upon request from the Fund’s Secretary. If a Fund does not receive timely notice pursuant to the Bylaws, the proposal may be excluded from consideration
at the meeting, regardless of any earlier notice provided in accordance with SEC Rule 14a-8.
PROXY COSTS AND SOLICITATION OF PROXIES
The cost of preparing, assembling and mailing material in connection with this solicitation will be borne by the Funds. In
addition to the use of mails, proxies may be solicited personally by regular employees of a Fund or the Administrator or by telephone, telegraph or Internet. Brokerage houses, banks and other fiduciaries may be requested to forward proxy
solicitation materials to their principals to obtain authorization for the execution of Proxy Cards, and they will be reimbursed by the Funds for out-of-pocket expenses
incurred in this connection. The Funds have also made arrangements with Georgeson LLC to assist in the solicitation of proxies, if called upon by the Funds, at estimated fees of $9,303 for CEE and $9,798 for GF, plus reimbursement of normal
expenses. If the stockholders record votes by telephone or through the Internet, the proxy solicitor will use procedures designed to authenticate stockholders’ identities, to allow stockholders to authorize the voting of their shares in
accordance with their instructions and to allow stockholders to confirm that their instructions have been recorded properly.
If a stockholder wishes to participate in the Meeting, but does not wish to give a proxy by telephone or via the Internet, the
stockholder may still submit the Proxy Card(s) originally sent with this Proxy Statement or attend the Meeting. Should stockholders require additional information regarding the proxy or replacement Proxy Card(s), they may call Georgeson LLC
toll-free at 1-866-529-2655. Any proxy given by a stockholder is revocable until voted at the Meeting.
As the Meeting date approaches, certain stockholders of the Funds may receive a telephone call from a representative of
Georgeson LLC if their votes have not yet been received.
One Proxy Statement may be delivered to two or more stockholders
of a Fund who share an address, unless the Fund has received instructions to the contrary. To request a separate copy of the Proxy Statement, which will be delivered upon written or oral request, or for instructions as to how to request a single
copy if multiple copies are received, stockholders should call 800-437-6269 or write to the Funds at 875 Third Avenue, New York, New York 10022.
22
ANNUAL REPORT DELIVERY
Each Fund will furnish, without charge, a copy of its most recent annual report, which is, for the fiscal year ended
October 31, 2023 for CEE and December 31, 2023 for EEA, and the most recent semi-annual report, if any, to any stockholder upon request. Such requests should be directed by mail to the Funds, c/o DWS Investment Management Americas,
Inc., 875 Third Avenue, New York, New York 10022 or by telephone to 1-800-437-6269. Annual reports are also available on the
Funds’ web site: www.dws.com.
John Millette
Secretary
Dated: May 21,
2024
IF YOU HAVE ANY QUESTIONS CONCERNING THIS PROXY STATEMENT OR THE PROCEDURES TO BE FOLLOWED TO EXECUTE AND TO
DELIVER A PROXY CARD, PLEASE CONTACT GEORGESON LLC AT 1-866-529-2655.
STOCKHOLDERS WHO DO NOT EXPECT TO BE PRESENT AT THE MEETING AND WHO WISH TO HAVE THEIR SHARES VOTED ARE REQUESTED TO DATE
AND TO SIGN THE ENCLOSED PROXY CARD AND TO RETURN IT IN THE ENCLOSED ENVELOPE, OR TO FOLLOW THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD FOR VOTING BY TELEPHONE OR THROUGH THE INTERNET.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON JUNE 27, 2024:
The Notice of Meeting, Proxy Statement and Proxy Card are available at
www.proxy-direct.com/dws-33951.
23
ANNEX A
THE CENTRAL AND EASTERN EUROPE FUND, INC.
EXCERPTS OF BY-LAWS
Article II
Section 13. Advance Notice of Stockholder Nominees for Director and Other Stockholder Proposals.
(a) Annual Meetings of Stockholders. (1) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders
(i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record as of the record date set by the Board of
Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 13(a) and at the time of the annual meeting, who is entitled to
vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 13(a).
(2) For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause
(iii) of paragraph (a)(1) of this Section 13, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and, in the case of any such other business, such other business must otherwise be a proper
matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 13 and shall be delivered to the Secretary of the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in
Section 13(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that, in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of
the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual
meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the
date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.
(3) Such stockholder’s notice shall set forth: (i) as to each individual whom the stockholder proposes to nominate
for election or reelection as a Director (each, a “Proposed Nominee”), (A) all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the
Proposed Nominee as a Director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the
Exchange Act and the rules thereunder; and (B) whether such stockholder believes any such Proposed Nominee is, or is not, an “interested person” of the Corporation, as defined in the Investment Company Act, and information regarding
such individual that is sufficient, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to make such determination; (ii) as to any other business that the stockholder proposes to
bring before the meeting, a
A-1
description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder
Associated Person (as defined below), individually or in the aggregate, including any anticipated benefit to the stockholder or the Stockholder Associated Person therefrom, other than an interest arising from the ownership of Company Securities
where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class; (iii) as to the stockholder giving the notice, any
Proposed Nominee and any Stockholder Associated Person, (A) the class and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned
(beneficially or of record) by such stockholder, Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired, and any short interest (including any opportunity to profit or share in any benefit from
any decrease in the price of such stock or other security) in any Company Securities of any such person; (B) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed
Nominee or Stockholder Associated Person; (C) whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last
twelve months has engaged in any hedging, derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy
or voting agreement), the effect or intent of which is to (I) manage risk or benefit, for such stockholder, Proposed Nominee or Stockholder Associated Person, of changes in the price of Company Securities or (II) increase or decrease the
voting power of such stockholder, Proposed Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof disproportionately to such person’s economic interest in the Company Securities; and (D) any substantial interest,
direct or indirect (including, without limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated
Person, in the Corporation or any affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on
a pro rata basis by all other holders of the same class; (iv) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3)
of this Section 13(a) and any Proposed Nominee, the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated
Person and any Proposed Nominee.
(4) Such stockholder’s notice shall, with respect to any Proposed Nominee, be
accompanied by a certificate executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the
Corporation in connection with service or action as a Director that has not been disclosed to the Corporation and (b) will serve as a Director of the Corporation if elected; and (ii) attaching a completed Proposed Nominee questionnaire
(which questionnaire shall be provided by the Corporation, upon request, to the stockholder in advance of providing the notice and shall, as completed, include all information relating to the Proposed Nominee that would be required to be disclosed
in connection with the solicitation of proxies for the election of the Proposed Nominee as a Director in an election
A-2
contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision)
under the Exchange Act and the rules thereunder, or would be required pursuant to the rules of any national securities exchange or over-the-counter market on which the
Corporation’s securities are listed or traded). Such Proposed Nominee questionnaire shall, as completed, also include a statement specifying which of clauses (1)-(7) of the definition of “Relevant Experience and Country Knowledge” in
Article III, Section 3 of the Bylaws the person being nominated satisfies, information relating to such person sufficient to support a determination that the person satisfies the specified clause or clauses of the definition and a
representation that the person does not have a “Conflict of Interest” as defined in Article III, Section 3 of the Bylaws.
(5) Notwithstanding anything in this subsection (a) of this Section 13 to the contrary, in the event that the number
of Directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the first anniversary of the date of the proxy statement (as defined in Section 13(c)(3) of this
Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 13(a) shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall
be delivered to the Secretary of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public announcement is first made by the Corporation.
(6) For purposes of this Section 13, “Stockholder Associated Person” of any stockholder means (i) any
person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a stockholder that is a depositary) and
(iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.
(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as
shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected
only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3 of this Article II for the purpose of electing Directors, by any stockholder of the
Corporation who is a stockholder of record as of the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 13
and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 13. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a Director as specified in the
Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 13 shall be delivered to the Secretary of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the
tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting.
A-3
The public announcement of a postponement or adjournment of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.
(c) General. (1) If information submitted pursuant to this Section 13 by any stockholder proposing a nominee
for election as a Director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided in accordance with this Section 13. Any such
stockholder shall notify the Corporation of any material inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request by the Secretary of the Corporation or the Board of
Directors, any such stockholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification, satisfactory, in the discretion of the Board of Directors or
any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 13, and (B) a written update of any information (including, if requested by the Corporation,
written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this Section 13 as of an earlier date. If a stockholder fails
to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have been provided in accordance with this Section 13.
(2) Only such individuals whose nomination is made in accordance with this Section 13 shall be eligible for nomination and
election by stockholders as Directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this Section 13. The chairman of the meeting shall have the power to
determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 13.
(3) For purposes of this Section 13, “the date of the proxy statement” shall have the same meaning as “the
date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission or the Staff
thereof from time to time. “Public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service or
(ii) in a document publicly filed by the Corporation with the Securities and Exchange Commission and the staff thereof pursuant to the Exchange Act or the Investment Company Act.
(4) Notwithstanding the foregoing provisions of this Section 13, a stockholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the Investment Company Act and the rules and regulations thereunder with respect to the matters set forth in this Section 13. Nothing in this Section 13 shall be deemed to affect any
right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision)
under the Exchange Act. Nothing in this Section 13 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by
such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.
A-4
Article III
Section 3. Qualifications. Directors need not be stockholders. Each Director shall hold office until the
earlier of: (a) the expiration of his term and his or her successor shall have been elected and qualifies, (b) his or her death, (c) his or her resignation, or (d) his or her removal. To be eligible for nomination as a Director a
person must, at the time of such person’s nomination, (a) have Relevant Experience and Country Knowledge (as defined below), (b) not have any Conflict of Interest (as defined below) and (c) not be over 75 years of age, unless the
Nominating and Governance Committee of the Board of Directors determines to except such person from that clause based on its determination that such person’s continued service on the Board of Directors would be in the best interests of the
Corporation, giving consideration to, among other things, the person’s leadership role(s) on the Board. Whether a proposed nominee satisfies the foregoing qualifications shall be determined by the Nominating and Governance Committee or, in the
absence of such a Committee, by the Board of Directors, each in its sole discretion.
For purposes of the following
definitions of Relevant Experience and Country Knowledge and Conflict of Interest, the term “Specified Country” means any one or more of the following countries: Czech Republic, Hungary, Germany, Poland or Russia.
“Relevant Experience and Country Knowledge” means experience in business, investment, economic or political matters
of a Specified Country or the United States, through service for five of the past 25 years (except where a shorter period is noted) in one or more of the following occupations:
(1) senior executive officer or partner of a financial or industrial business headquartered in a Specified
Country or other European country and that has annual revenues of at least the equivalent of US $250 million or total assets of at least the equivalent of US $25 billion,
(2) senior executive officer or partner of a financial or industrial business headquartered in the United
States that has annual revenues of at least the equivalent of US $250 million and whose management responsibilities include supervision of business operations in a Specified Country or other European country,
(3) director (or the equivalent) for one of the past 10 years of one or more investment businesses or vehicles
(including this Corporation) a principal focus of which is investment in one or more Specified Countries or other European countries and that have at least the equivalent of US $25 million in combined total assets of their own,
(4) senior executive officer, partner or member of the board of directors (or equivalent, such as member of a
supervisory board) of an investment management business having at least the equivalent of US $250 million of assets under discretionary management for others, such assets to consist of either: (A) securities of companies in one or more
Specified Countries or other European countries or securities principally traded on one of the 10 largest securities exchanges in Europe (measured by market capitalization); or (B) at least $10 million of securities of companies in one or
more Specified Countries or other European countries or securities principally traded on one of the 10 largest securities exchanges in Europe (measured by market capitalization), and at least $240 million of securities of companies in the
United States or securities principally traded in the United States,
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(5) senior executive officer or partner of a business consulting,
accounting or law firm having at least 100 professionals and whose principal responsibility involves or involved providing services involving matters relating to a Specified Country or other European country for financial or industrial businesses,
investment businesses or vehicles or investment management businesses as described in (1)—(4) above,
(6) senior official (including ambassador or minister) (i) in the national government, a government agency
or the central bank of a Specified Country, another European country or the United States, (ii) in a major supranational agency or organization of which a Specified Country, another European country or the United States is a member, or
(iii) in a leading international trade organization relating to a Specified Country, another European country or the United States, in each case in the area of finance, economics, trade or foreign relations, or
(7) current director, senior officer or person holding a comparably senior position (without regard to years of
service) of an investment manager or adviser of the Corporation, or of any entity controlling or under common control with an investment manager or adviser of the Corporation (including, for greater certainty, any employee of such investment manager
or adviser or entity from time to time serving as the chief executive officer of the Corporation).
For purposes of clauses
(1)-(5) of the preceding sentence and clauses (1)-(2) of the next paragraph, the term “financial or industrial business” includes a financial or industrial business unit within a larger enterprise; the term “investment businesses or
vehicles” includes an investment business unit or investment vehicle within a larger enterprise; the term “investment management business” includes an investment management business unit within a larger enterprise; and the term
“investment vehicle” includes an investment vehicle within a larger enterprise; but in each case only to the extent the unit satisfies the revenue, asset and other requirements specified for the business or vehicle in clauses (1)-(5) of
the preceding sentence or clauses (1)-(2) of the next paragraph.
“Conflict of Interest” means the presence of a
conflict with the interests of the Corporation or its operations through any of the following:
(1) current
position (a) as a director, officer, partner or employee of another investment vehicle a significant (i.e., 25% or more of total assets) focus of which is securities of companies in one or more Specified Countries or other European countries or
securities principally traded in markets of one or more Specified Countries or other European countries and that does not have the same investment adviser as the Corporation or an investment adviser affiliated with an investment adviser of the
Corporation, and (b) having direct and regular responsibilities relating to that investment vehicle,
(2) current position as (a) a director, officer, partner or employee of the sponsor (or equivalent) of an
investment vehicle described in the previous point and (b) having direct and regular responsibilities relating to that investment vehicle, or
(3) current position as an official of a governmental agency or self-regulatory body having responsibility for
regulating the Corporation or the markets in which it proposes to invest.
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THE NEW GERMANY FUND, INC.
EXCERPTS OF BYLAWS
Article II
Section 13. Advance Notice of Stockholder Nominees for Director and Other Stockholder Proposals.
(a) Annual Meetings of Stockholders. (1) Nominations of individuals for election to the Board of Directors and the proposal of other business to be considered by the stockholders may be made at an annual meeting of stockholders
(i) pursuant to the Corporation’s notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any stockholder of the Corporation who was a stockholder of record as of the record date set by the Board of
Directors for the purpose of determining stockholders entitled to vote at the annual meeting, at the time of giving of notice by the stockholder as provided for in this Section 13(a) and at the time of the annual meeting, who is entitled to
vote at the meeting in the election of each individual so nominated or on any such other business and who has complied with this Section 13(a).
(2) For any nomination or other business to be properly brought before an annual meeting by a stockholder pursuant to clause
(iii) of paragraph (a)(1) of this Section 13, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and, in the case of any such other business, such other business must otherwise be a proper
matter for action by the stockholders. To be timely, a stockholder’s notice shall set forth all information required under this Section 13 and shall be delivered to the Secretary of the Corporation not earlier than the 150th day nor later than 5:00 p.m., Eastern Time, on the 120th day prior to the first anniversary of the date of the proxy statement (as defined in
Section 13(c)(3) of this Article II) for the preceding year’s annual meeting; provided, however, that, in the event that the date of the annual meeting is advanced or delayed by more than 30 days from the first anniversary of the date of
the preceding year’s annual meeting, in order for notice by the stockholder to be timely, such notice must be so delivered not earlier than the 150th day prior to the date of such annual
meeting and not later than 5:00 p.m., Eastern Time, on the later of the 120th day prior to the date of such annual meeting or the tenth day following the day on which public announcement of the
date of such meeting is first made. The public announcement of a postponement or adjournment of an annual meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.
(3) Such stockholder’s notice shall set forth: (i) as to each individual whom the stockholder proposes to nominate
for election or reelection as a Director (each, a “Proposed Nominee”), (A) all information relating to the Proposed Nominee that would be required to be disclosed in connection with the solicitation of proxies for the election of the
Proposed Nominee as a Director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to Regulation 14A (or any successor provision) under the
Exchange Act and the rules thereunder; and (B) whether such stockholder believes any such Proposed Nominee is, or is not, an “interested person” of the Corporation, as defined in the Investment Company Act, and information regarding
such individual that is sufficient, in the discretion of the Board of Directors or any committee thereof or any authorized officer of the Corporation, to make such determination; (ii) as to any other business that the stockholder proposes to
bring before the meeting, a description of such business, the stockholder’s reasons for proposing such business at the meeting and any material interest in such business of such stockholder or any Stockholder Associated Person (as defined
below), individually or in the aggregate, including any anticipated
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benefit to the stockholder or the Stockholder Associated Person therefrom, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or
Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all other holders of the same class; (iii) as to the stockholder giving the notice, any Proposed Nominee and any Stockholder Associated
Person, (A) the class and number of all shares of stock or other securities of the Corporation or any affiliate thereof (collectively, the “Company Securities”), if any, which are owned (beneficially or of record) by such stockholder,
Proposed Nominee or Stockholder Associated Person, the date on which each such Company Security was acquired, and any short interest (including any opportunity to profit or share in any benefit from any decrease in the price of such stock or other
security) in any Company Securities of any such person; (B) the nominee holder for, and number of, any Company Securities owned beneficially but not of record by such stockholder, Proposed Nominee or Stockholder Associated Person;
(C) whether and the extent to which such stockholder, Proposed Nominee or Stockholder Associated Person, directly or indirectly (through brokers, nominees or otherwise), is subject to or during the last twelve months has engaged in any hedging,
derivative or other transaction or series of transactions or entered into any other agreement, arrangement or understanding (including any short interest, any borrowing or lending of securities or any proxy or voting agreement), the effect or intent
of which is to (I) manage risk or benefit, for such stockholder, Proposed Nominee or Stockholder Associated Person, of changes in the price of Company Securities or (II) increase or decrease the voting power of such stockholder, Proposed
Nominee or Stockholder Associated Person in the Corporation or any affiliate thereof disproportionately to such person’s economic interest in the Company Securities; and (D) any substantial interest, direct or indirect (including, without
limitation, any existing or prospective commercial, business or contractual relationship with the Corporation), by security holdings or otherwise, of such stockholder, Proposed Nominee or Stockholder Associated Person, in the Corporation or any
affiliate thereof, other than an interest arising from the ownership of Company Securities where such stockholder, Proposed Nominee or Stockholder Associated Person receives no extra or special benefit not shared on a pro rata basis by all
other holders of the same class; (iv) as to the stockholder giving the notice, any Stockholder Associated Person with an interest or ownership referred to in clauses (ii) or (iii) of this paragraph (3) of this Section 13(a) and
any Proposed Nominee, the name and address of such stockholder, as they appear on the Corporation’s stock ledger, and the current name and business address, if different, of each such Stockholder Associated Person and any Proposed
Nominee.
(4) Such stockholder’s notice shall, with respect to any Proposed Nominee, be accompanied by a certificate
executed by the Proposed Nominee (i) certifying that such Proposed Nominee (a) is not, and will not become a party to, any agreement, arrangement or understanding with any person or entity other than the Corporation in connection with
service or action as a Director that has not been disclosed to the Corporation and (b) will serve as a Director of the Corporation if elected; and (ii) attaching a completed Proposed Nominee questionnaire (which questionnaire shall be
provided by the Corporation, upon request, to the stockholder in advance of providing the notice and shall, as completed, include all information relating to the Proposed Nominee that would be required to be disclosed in connection with the
solicitation of proxies for the election of the Proposed Nominee as a Director in an election contest (even if an election contest is not involved), or would otherwise be required in connection with such solicitation, in each case pursuant to
Regulation 14A (or any successor provision) under the Exchange Act and the rules thereunder, or would be required pursuant to
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the rules of any national securities exchange or over-the-counter market on which the Corporation’s securities
are listed or traded). Such Proposed Nominee questionnaire shall, as completed, also include a statement specifying which of clauses (1)-(7) of the definition of “Relevant Experience and Country Knowledge” in Article III, Section 3 of
the Bylaws the person being nominated satisfies, information relating to such person sufficient to support a determination that the person satisfies the specified clause or clauses of the definition and a representation that the person does not have
a “Conflict of Interest” as defined in Article III, Section 3 of the Bylaws.
(5) Notwithstanding anything
in this subsection (a) of this Section 13 to the contrary, in the event that the number of Directors to be elected to the Board of Directors is increased, and there is no public announcement of such action at least 130 days prior to the
first anniversary of the date of the proxy statement (as defined in Section 13(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section 13(a) shall also be considered
timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary of the Corporation not later than 5:00 p.m., Eastern Time, on the tenth day following the day on which such public
announcement is first made by the Corporation.
(6) For purposes of this Section 13, “Stockholder Associated
Person” of any stockholder means (i) any person acting in concert with such stockholder, (ii) any beneficial owner of shares of stock of the Corporation owned of record or beneficially by such stockholder (other than a
stockholder that is a depositary) and (iii) any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such stockholder or such Stockholder Associated Person.
(b) Special Meetings of Stockholders. Only such business shall be conducted at a special meeting of stockholders as
shall have been brought before the meeting pursuant to the Corporation’s notice of meeting. Nominations of individuals for election to the Board of Directors may be made at a special meeting of stockholders at which Directors are to be elected
only (i) by or at the direction of the Board of Directors or (ii) provided that the special meeting has been called in accordance with Section 3 of this Article II for the purpose of electing Directors, by any stockholder of the
Corporation who is a stockholder of record as of the record date set by the Board of Directors for the purpose of determining stockholders entitled to vote at the special meeting, at the time of giving of notice provided for in this Section 13
and at the time of the special meeting, who is entitled to vote at the meeting in the election of each individual so nominated and who has complied with the notice procedures set forth in this Section 13. In the event the Corporation calls a
special meeting of stockholders for the purpose of electing one or more individuals to the Board of Directors, any such stockholder may nominate an individual or individuals (as the case may be) for election as a Director as specified in the
Corporation’s notice of meeting, if the stockholder’s notice, containing the information required by paragraphs (a)(3) and (4) of this Section 13 shall be delivered to the Secretary of the Corporation not earlier than the 120th day prior to such special meeting and not later than 5:00 p.m., Eastern Time, on the later of the 90th day prior to such special meeting or the
tenth day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. The public announcement of a postponement or adjournment
of a special meeting shall not commence a new time period for the giving of a stockholder’s notice as described above.
A-9
(c) General. (1) If information submitted pursuant to this
Section 13 by any stockholder proposing a nominee for election as a Director or any proposal for other business at a meeting of stockholders shall be inaccurate in any material respect, such information may be deemed not to have been provided
in accordance with this Section 13. Any such stockholder shall notify the Corporation of any material inaccuracy or change (within two Business Days of becoming aware of such inaccuracy or change) in any such information. Upon written request
by the Secretary of the Corporation or the Board of Directors, any such stockholder shall provide, within five Business Days of delivery of such request (or such other period as may be specified in such request), (A) written verification,
satisfactory, in the discretion of the Board of Directors or any authorized officer of the Corporation, to demonstrate the accuracy of any information submitted by the stockholder pursuant to this Section 13, and (B) a written update of
any information (including, if requested by the Corporation, written confirmation by such stockholder that it continues to intend to bring such nomination or other business proposal before the meeting) submitted by the stockholder pursuant to this
Section 13 as of an earlier date. If a stockholder fails to provide such written verification or written update within such period, the information as to which written verification or a written update was requested may be deemed not to have
been provided in accordance with this Section 13.
(2) Only such individuals whose nomination is made in accordance
with this Section 13 shall be eligible for nomination and election by stockholders as Directors, and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with this
Section 13. The chairman of the meeting shall have the power to determine whether a nomination or any other business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with this Section 13.
(3) For purposes of this Section 13, “the date of the proxy statement” shall have the same meaning as
“the date of the company’s proxy statement released to shareholders” as used in Rule 14a-8(e) promulgated under the Exchange Act, as interpreted by the Securities and Exchange Commission or the
Staff thereof from time to time. “Public announcement” shall mean disclosure (i) in a press release reported by the Dow Jones News Service, Associated Press, Business Wire, PR Newswire or other widely circulated news or wire service
or (ii) in a document publicly filed by the Corporation with the Securities and Exchange Commission and the staff thereof pursuant to the Exchange Act or the Investment Company Act.
(4) Notwithstanding the foregoing provisions of this Section 13, a stockholder shall also comply with all applicable
requirements of state law and of the Exchange Act and the Investment Company Act and the rules and regulations thereunder with respect to the matters set forth in this Section 13. Nothing in this Section 13 shall be deemed to affect any
right of a stockholder to request inclusion of a proposal in, or the right of the Corporation to omit a proposal from, the Corporation’s proxy statement pursuant to Rule 14a-8 (or any successor provision)
under the Exchange Act. Nothing in this Section 13 shall require disclosure of revocable proxies received by the stockholder or Stockholder Associated Person pursuant to a solicitation of proxies after the filing of an effective Schedule 14A by
such stockholder or Stockholder Associated Person under Section 14(a) of the Exchange Act.
Article III
Section 3. Qualifications. Directors need not be stockholders. Each Director shall hold office until the
earlier of: (a) the expiration of his term and his or her successor shall have been
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elected and qualifies, (b) his or her death, (c) his or her resignation, or (d) his or her removal. To be eligible for nomination as a Director a person must, at the time of such
person’s nomination, (a) have Relevant Experience and Country Knowledge (as defined below), (b) not have any Conflict of Interest (as defined below) and (c) not be over 75 years of age, unless the Nominating and Governance Committee
of the Board of Directors determines to except such person from that clause based on its determination that such person’s continued service on the Board of Directors would be in the best interests of the Corporation, giving consideration to,
among other things, the person’s leadership role(s) on the Board. Whether a proposed nominee satisfies the foregoing qualifications shall be determined by the Nominating and Governance Committee or, in the absence of such a Committee, by the
Board of Directors, each in its sole discretion.
“Relevant Experience and Country Knowledge” means experience in
business, investment, economic or political matters of Germany or the United States through service for five of the past 25 years (except where a shorter period is noted) in one or more of the following occupations:
1. senior executive officer or partner of a financial or industrial business headquartered in Germany or
another European country that has annual revenues of at least the equivalent of US $250 million or total assets of at least the equivalent of US $25 billion,
2. senior executive officer or partner of a financial or industrial business headquartered in the United States
that has annual revenues of at least the equivalent of US $250 million and whose management responsibilities include supervision of European business operations,
3. director (or the equivalent) for one of the past 10 years of one or more investment businesses or vehicles
(including this Corporation) a principal focus of which is investment in Germany or one or more other European countries and that have at least the equivalent of US $25 million in combined total assets of their own,
4. senior executive officer, partner or member of the board of directors (or equivalent, such as member of a
supervisory board) of an investment management business having at least the equivalent of US $250 million of assets under discretionary management for others, such assets to consist of either: (A) securities of companies in Germany or one
or more other European countries or securities principally traded on one of the 10 largest securities exchanges in Europe (measured by market capitalization); or (B) at least $10 million of securities of companies in Germany or one or more
other European countries or securities principally traded on one of the 10 largest securities exchanges in Europe (measured by market capitalization), and at least $240 million of securities of companies in the United States or securities
principally traded in the United States,
5. senior executive officer or partner of a business consulting,
accounting or law firm having at least 100 professionals and whose principal responsibility involves or involved providing services involving European matters for financial or industrial businesses, investment businesses or vehicles or investment
management businesses as described in (1)-(4) above,
6. senior official (including ambassador or
minister) (i) in the national government, a government agency or the central bank of Germany, another European country or the United States, (ii) in a major supranational agency or organization of which Germany,
A-11
another European country or the United States is a member, or (iii) in a leading international trade organization relating to Germany, another European country or the United States, in each
case in the area of finance, economics, trade or foreign relations, or
7. current director, senior officer
or person holding a comparably senior position (without regard to years of service) of an investment manager or adviser of the Corporation, or of any entity controlling or under common control with an investment manager or adviser of the Corporation
(including, for greater certainty, any employee of such investment manager or adviser or entity from time to time serving as the chief executive officer of the Corporation).
For purposes of clauses (1)-(5) of the preceding sentence and clauses (1)-(2) of the next paragraph, the term
“financial or industrial business” includes a financial or industrial business unit within a larger enterprise; the term “investment businesses or vehicles” includes an investment business unit or investment vehicle within a
larger enterprise; the term “investment management business” includes an investment management business unit within a larger enterprise; and the term “investment vehicle” includes an investment vehicle within a larger enterprise;
but in each case only to the extent the unit satisfies the revenue, asset and other requirements specified for the business or vehicle in clauses (1)-(5) of the preceding sentence or clauses (1)-(2) of the next paragraph.
“Conflict of Interest” means the presence of a conflict with the interests of the Corporation or its operations
through any of the following:
1. current position (a) as a director, officer, partner or employee of
another investment vehicle a significant (i.e., 25% or more of total assets) focus of which is securities of German or other European companies or securities principally traded in German or other European markets and that does not have the
same investment adviser as the Corporation or an investment adviser affiliated with an investment adviser of the Corporation and (b) having direct and regular responsibilities relating to that investment vehicle,
2. current position as (a) a director, officer, partner or employee of the sponsor (or equivalent) of an
investment vehicle described in the previous point and (b) having direct and regular responsibilities relating to that investment vehicle, or
3. current position as an official of a governmental agency or self-regulatory body having responsibility for
regulating the Corporation or the markets in which it proposes to invest.
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THE CENTRAL AND EASTERN EUROPE FUND, INC. PO Box 43131 Providence, RI 02940-3131 EVERY VOTE IS IMPORTANT EASY VOTING OPTIONS: [GRAPHIC
APPEARS HERE] [GRAPHIC APPEARS HERE] [GRAPHIC APPEARS HERE] [GRAPHIC APPEARS HERE] Please detach at perforation before mailing. [GRAPHIC APPEARS HERE] THE CENTRAL AND EASTERN EUROPE FUND, INC. PROXY FOR THE JOINT ANNUAL MEETING OF STOCKHOLDERS TO BE
HELD ON JUNE 27, 2024 The undersigned stockholder of The Central and Eastern Europe Fund, Inc., a Maryland corporation (the “Fund”), hereby appoints John Millette, Caroline Pearson and Hepsen Uzcan, or any of them, as proxies for the
undersigned, with full power of substitution in each of them, to attend the Joint Annual Meeting of the Stockholders of the Fund to be held at 10:00 a.m., New York time, on June 27, 2024 at the offices of DWS Investment Management Americas, Inc.,
875 Third Avenue, New York, New York 10022, and any adjournment or postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting, and otherwise to represent the undersigned at the
meeting with all powers possessed by the undersigned if personally present at the meeting. The undersigned hereby acknowledges receipt of the Notice of the Joint Annual Meeting of Stockholders and of the accompanying Proxy Statement, the terms of
each of which are incorporated by reference herein, and revokes any proxy heretofore given with respect to such meeting. Please refer to the Proxy Statement for a discussion of these matters, including instructions related to meeting attendance.
This proxy is solicited on behalf of the Board of Directors of the Fund. The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the
undersigned will be cast “For” each of the nominees for director, and “For” Proposal No. 2 as described in the Proxy Statement, and in the discretion of the Proxy holder on any other matter that may properly come before the
meeting or any adjournment or postponement thereof. VOTE VIA THE INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE:
1-800-337-3503 [GRAPHIC APPEARS HERE][GRAPHIC APPEARS HERE] CEE_33951_040424 PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND
RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE. [GRAPHIC APPEARS HERE]xxxxxxxxxxxxxx code
Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Stockholders to Be Held on June 27,
2024. The Proxy Statement and Proxy Card for this Meeting are available at: https://www.proxy-direct.com/dws-33951 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD [GRAPHIC APPEARS HERE]
Please detach at perforation before mailing. [GRAPHIC APPEARS HERE] TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X [GRAPHIC APPEARS HERE] Proposals THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS.
1. Election of Directors: 01.Dr. Holger Hatje 02.Dr. Wolfgang Leoni INSTRUCTIONS: To withhold authority to vote for any individual director nominee(s), mark the “FOR ALL EXCEPT” box and write the name of the nominee(s) on the
following line. _____________________________________2. To ratify the appointment by the Audit Committee and the Board of Directors of Ernst & Young LLP, an independent public accounting firm, as independent auditors for the fiscal year
ending October 31, 2024. 3. To vote and otherwise represent the undersigned on any other matter that may properly come before the meeting or any adjournment or postponement thereof in the discretion of the Proxy holder. [GRAPHIC APPEARS HERE]
[GRAPHIC APPEARS HERE]Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held
jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature. Date (mm/dd/yyyy)
— Please print date belowSignature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box [GRAPHIC APPEARS HERE]Scanner bar code [GRAPHIC APPEARS HERE] xxxxxxxxxxxxxxCEE 33951xxxxxxxx
THE NEW GERMANY FUND, INC. PO Box 43131 Providence, RI 02940-3131 EASY VOTING OPTIONS: [GRAPHIC APPEARS HERE] [GRAPHIC APPEARS HERE]
[GRAPHIC APPEARS HERE] [GRAPHIC APPEARS HERE] Please detach at perforation before mailing. [GRAPHIC APPEARS HERE] THE NEW GERMANY FUND, INC. PROXY FOR THE JOINT ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 27, 2024 The undersigned stockholder
of The New Germany Fund, Inc., a Maryland corporation (the “Fund”), hereby appoints John Millette, Caroline Pearson and Hepsen Uzcan, or any of them, as proxies for the undersigned, with full power of substitution in each of them, to
attend the Joint Annual Meeting of the Stockholders of the Fund to be held at 10:00 a.m., New York time, on June 27, 2024 at the offices of DWS Investment Management Americas, Inc., 875 Third Avenue, New York, New York 10022, and any adjournment or
postponement thereof, to cast on behalf of the undersigned all votes that the undersigned is entitled to cast at such meeting, and otherwise to represent the undersigned at the meeting with all powers possessed by the undersigned if personally
present at the meeting. The undersigned hereby acknowledges receipt of the Notice of the Joint Annual Meeting of Stockholders and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference herein, and revokes any
proxy heretofore given with respect to such meeting. Please refer to the Proxy Statement for a discussion of these matters, including instructions related to meeting attendance. This proxy is solicited on behalf of the Board of Directors of the
Fund. The votes entitled to be cast by the undersigned will be cast as instructed below. If this Proxy is executed but no instruction is given, the votes entitled to be cast by the undersigned will be cast “For” each of the nominees for
director, and “For” Proposal No. 2, as described in the Proxy Statement, and in the discretion of the Proxy holder on any other matter that may properly come before the meeting or any adjournment or postponement thereof. VOTE VIA THE
INTERNET: www.proxy-direct.com VOTE VIA THE TELEPHONE: 1-800-337-3503 [GRAPHIC APPEARS HERE][GRAPHIC APPEARS HERE] GF1_33951_040424 PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE. [GRAPHIC APPEARS
HERE]xxxxxxxxxxxxxx code
Important Notice Regarding the Availability of Proxy Materials for the Joint Annual Meeting of Stockholders to Be Held on June 27,
2024. The Proxy Statement and Proxy Card for this Meeting are available at: https://www.proxy-direct.com/dws-33951 IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARD [GRAPHIC APPEARS HERE]
Please detach at perforation before mailing. [GRAPHIC APPEARS HERE] TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE:X [GRAPHIC APPEARS HERE] Proposals THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS. 1.
Election of Directors: 01.Dr. Wolfgang Leoni02.Ms. Hepsen Uzcan03.Ms. Fiona Flanery INSTRUCTIONS: To withhold authority to vote for any individual director nominee(s), mark the “FOR ALL EXCEPT” box and write the name of the
nominee(s) on the following line. ________________________________________ 2. To ratify the appointment by the Audit Committee and the Board of Directors of Ernst & Young LLP, an independent public accounting firm, as independent auditors
for the fiscal year ending December 31, 2024. 3. To vote and otherwise represent the undersigned on any other matter that may properly come before the meeting or any adjournment or postponement thereof in the discretion of the Proxy holder.
[GRAPHIC APPEARS HERE] [GRAPHIC APPEARS HERE]Authorized Signatures — This section must be completed for your vote to be counted. — Sign and Date Below Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it.
When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the
signature. Date (mm/dd/yyyy) — Please print date below - Signature 1 — Please keep signature within the box Signature 2 — Please keep signature within the box [GRAPHIC APPEARS HERE]Scanner bar code [GRAPHIC APPEARS HERE] -
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