UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington,D.C. 20549
SCHEDULE14A
(Rule14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE14A INFORMATION
Proxy Statement Pursuant to Section14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant ☒ Filed by a party other than the Registrant ☐
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| ☐ | Preliminary Proxy Statement | |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) | |
| ☒ | Definitive Proxy Statement | |
| ☐ | Definitive Additional Materials | |
| ☐ | Soliciting Material Pursuant to §240.14a-12 | |
THE EUROPEAN EQUITY FUND, INC.
(Name of Registrant as Specified In Its Charter)
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Check box if any part of the fee is offset as provided by Exchange Act Rule0-11(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 EUROPEAN EQUITY FUND, INC.
875 Third Avenue
New York, New York 10022
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
June30, 2025
To the stockholders of The European Equity Fund, Inc.:
Notice is hereby given that the Annual Meeting of Stockholders (the “Meeting”) of The European Equity Fund, Inc. (“EEA,” or the “Fund”), a Maryland corporation, will be held at 10:00 a.m., NewYork time, on Monday, June30, 2025 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 two (2)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 the Fund the fiscal year ending December31, 2025.
3. To adopt Articles of Amendment to the Fund’s charter to eliminate the classification of the Board of Directors.
4. 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 the Fund at the close of business on May16, 2025 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 the Fund.
By Order of the Board of Directors
John Millette
Secretary
Dated: May21, 2025
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, the Fund’s proxy solicitor, at the special toll-free number we have set up for you 1-866-896-4946, or contact your financial advisor.
THE EUROPEAN EQUITY FUND, INC.
875 Third Avenue
New York, New York 10022
Annual Meeting of Stockholders
June30, 2025
PROXY STATEMENT
This Proxy Statement is furnished by the Board of Directors (the “Board of Directors” or “Board”) of The European Equity Fund, Inc., a Maryland corporation (“EEA,” or the “Fund”), in connection with the solicitation of proxies for use at the Annual Meeting of Stockholders (the “Meeting”) to be held at 10:00 a.m., New York time, on Monday, June30, 2025 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 Annual Meeting of Stockholders.
The Meeting is being held to consider and to vote on the following proposals for the Fund, 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 |
To elect two (2)Directors of the Fund. |
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Proposal No.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 the Fund’s fiscal year ending December31, 2025. |
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Proposal No.3 |
To adopt Articles of Amendment to the Fund’s charter to eliminate the classification of the Board of Directors. |
If the accompanying Proxy Card for the 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 the Fund nominated by the Board (“Proposal No.1”); 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 the Fund (“Proposal No.2”); and FOR the proposed Articles of Amendment to the Fund’s charter (“Proposal 3”). A proxy may be revoked at any time prior to the time it is voted by written notice to the Secretary of the 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 May16, 2025 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, the Fund had 6,725,724.50 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 Notice of Annual Meeting, this Proxy Statement and the Proxy Card(s) will first be mailed to stockholders on or about May28, 2025.
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. The 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 Fund if such nominee receives the affirmative vote of a majority of the total number of votes entitled to be cast at the Meeting, provided a quorum is present. Ratification of the appointment of Ernst Young LLP as the Fund’s independent auditor for the current fiscal year requires the affirmative vote of a majority of the votes cast at the Meeting, provided a quorum for the Fund is present. Approval of the proposed Articles of Amendment to the Fund’s charter as set forth in Proposal 3 requires the affirmative vote of a majority of the votes entitled to be cast at the Meeting, provided a quorum 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 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.
PROPOSALNO. 1:
ELECTION OF DIRECTORS
The 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.
The term of office for Directors in ClassII expires at the 2025 Annual Meeting, ClassIII at the next succeeding annual meeting and ClassI at the following succeeding annual meeting. Two ClassII nominees, Ms.Fiona Flannery and Dr.Holger Hatje, are proposed in this proxy statement for election to a three year term of office until the Annual Meeting of Stockholders in 2028 and until their respective successors are elected and qualify.
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Should any vacancy occur on the 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.
B OARD OF D IRECTORS I NFORMATION
The management of the business and affairs of the Fund is overseen by the Board of Directors. Directors who are not “interested persons” of the 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 Fund’s governance structure and each Director is set forth below.
Experience, Skills, Attributes, and Qualifications of the 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 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
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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 the 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 Fund 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 Fund’s administrator (the “Administrator”), DWS International GmbH, the Fund’s investment adviser (the “Investment Adviser”) and other service providers, counsel and the Fund’s 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 (the “SEC”), 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 Fund. The 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 the Fund’s other service providers in the operations of the 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 three standing committees—the Audit, Nominating and Governance, and Advisory and Valuation 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 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 . The Fund is subject to a number of risks, including investment, compliance and operational risks. Day-to-day risk management with respect to the 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
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of which could have demonstrable and material adverse effects on the 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 the 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 Fund’s 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 the Fund’s and other funds overseen by the Board 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 Fund’s Chief Compliance Officer, their independent registered public accounting firm, counsel, and internal auditors for the Administrator, as appropriate, regarding risks faced by the Fund and the Administrator’s risk management programs.
Not all risks that may affect the 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 Fund or the Administrator, its affiliates or other service providers. Moreover, it is necessary to bear investment-related risks to achieve the Fund’s goals.
I NFORMATION R EGARDING D IRECTORS , N OMINEES AND O FFICERS
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 the Fund, and about all officers of the Fund. All current Directors own shares of the Fund except for Ms.Fiona Flannery and Ms.Hepsen Uzcan. The 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 December31, 2024 and intends to elect to be 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 Fund, that is not subject to German regulation or tax reporting. In light of the Fund’s election to be subject to the Act, the Board of Directors encourages all Directors of the Fund (including those who are German residents) to invest in the Fund.
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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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OtherDirectorships
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Position(s) with the
Time Served, Position(s)
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Shares of CommonStock Beneficially Owned at May16, 2025 (4) |
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| Ms.Fiona Flannery, 57 | 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 service 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) |
Director of The Central and Eastern Europe Fund, Inc. (since 2022) Director of The New Germany Fund, Inc.(since 2022) |
Nominee for ClassII Director to serve until the 2028 Annual Meeting. ClassII Director Since 2022 | None | ||||||||||||||||||||||||
| Dr.Holger Hatje, 66 | Chairman of bank99 AG (Austrian retail bank) (since 2019); 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. (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 senior positions at Dresdner Bank AG (German global bank) (1987-2003), and served as Supervisory Director of a number of German banking and charitable organizations |
Director of The Central and Eastern Europe Fund, Inc. (since 2020) Director of The New Germany Fund, Inc. (since 2020) |
Nominee for ClassII Director to serve until the 2028 Annual Meeting. ClassII Director since 2020 | 1,308 | ||||||||||||||||||||||||
| Bernhard Koepp, 59 | Managing Director of C.J. Lawrence, a Division of Apollon Wealth Management (Since February 2025); and CEO Managing Member, Cyrus J. Lawrence LLC (SEC registered investment advisor) (2014-2025). 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) |
Chairman (since 2024) and Director of The Central and Eastern Europe Fund, Inc. (since 2022) Chairman (since 2024) and Director of The New Germany Fund, Inc.(since 2022) |
Chairman (since 2024) and Continuing ClassIII Director since 2022 | 1,000 | ||||||||||||||||||||||||
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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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OtherDirectorships
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Position(s) with the
Time Served, Position(s)
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Shares of CommonStock Beneficially Owned at May16, 2025 (4) |
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| Dr.Wolfgang Leoni, 68 | Independent Consultant. Formerly, Managing Director of HQ Asset Management GmbH (2018-2022); Chief Executive Officer of Sal. Oppenheim Jr. CIE. Komplementr 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. Komplementr AG, Cologne (Germany) (private bank) (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) |
Director of The Central and Eastern Europe Fund, Inc. (since 2017) Director of The New Germany Fund, Inc. (since 2017) |
Continuing ClassIII Director since 2017 | 1,622 | ||||||||||||||||||||||||
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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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OtherDirectorships
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Position(s) with the
Time Served, Position(s)
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Shares of CommonStock Beneficially Owned at May16, 2025 (4) |
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| Interested Directors | ||||||||||||||||||||||||||||
| Ms.Hepsen Uzcan (5) , 50 | CEO of the Americas (since 2024), 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 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, Head of Americas CEO Office, DWS (2023-2024); Secretary, DWS USA Corporation (2018-2023); Assistant Secretary, |
Director of The Central and Eastern Europe Fund, Inc. (since 2020) Director of The New Germany Fund, Inc. (since 2020) |
Continuing ClassI Director since 2020 | None | ||||||||||||||||||||||||
| 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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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) | ||||||||||||||||||||||||||||
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Name, Address Age |
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Hepsen Uzcan, 50 (7)(10) |
Chief Executive Officer and President (formerly, Assistant Secretary 2013 to 2020) | Since 2017 | Managing Director, DWS; CEO of the Americas (since 2024), 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 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, Head of Americas CEO Office, DWS (2023-2024); 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) | None | ||||||||||||||||||||||||
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Diane Kenneally, 59 (8) |
Chief Financial Officer and Treasurer | Since 2018 | Director, DWS; 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). | None | ||||||||||||||||||||||||
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Noreen Roberson (61) (8) |
Assistant Treasurer | Since 2025 | Vice President, DWS; Fund Administration (Senior Specialist), DWS | None | ||||||||||||||||||||||||
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Caroline Pearson, 63 (8)(10) |
Chief Legal Officer | Since 2012 | Managing Director, DWS; Legal (Co-Regional Head Americas Legal), DWS (since 2024), Chief Legal Officer, DBX Advisors LLC (since 2019) Assistant Secretary, DBX ETF | None | ||||||||||||||||||||||||
| Executive Officers (6) | ||||||||||||||||||||||||||||
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| Trust (since 2020); and Chief Legal Officer, various DWS US registered investment companies advised by DWS Investment Management Americas, Inc. (since 2010). Formerly, Chief Legal Officer, DBX Strategic Advisors LLC (2020-2021) and Legal (Senior Team Lead), DWS (2020-2024). | ||||||||||||||||||||||||||||
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Rob Benson, 46 (9) |
Chief Compliance Officer | Since 2025 | Director, DWS (since 2024); AFC Compliance US (Senior Team Lead) (since 2025); Vice President, DBX Advisors LLC (since 2025); and Chief Compliance Officer, various DWS US registered investment companies advised by DWS Investment Management Americas, Inc. (since 2025). Formerly Associate General Counsel DWS Legal (2023-2025); Vice President and Senior Counsel, DWS Legal (2021-2023); and Assistant Vice President and Counsel, DWS Legal (2017-2021). | None | ||||||||||||||||||||||||
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Christian Rijs, 45 (7) |
Anti-Money Laundering Compliance Officer | Since 2021 | Director, DWS; 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. | None | ||||||||||||||||||||||||
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Rich Kircher, 62 (7) |
Deputy Money Laundering Compliance Officer | Since 2024 | Director, DWS; Anti-Financial Crime and Compliance (Senior Team Lead), DWS; Deputy AML Officer, DBX ETF Trust (since August13, 2024); Deputy AML Officer. DWS Trust Company (since August5, 2024); Deputy AML Officer, various DWS US registered investment companies advised by DWS Investment Management Americas, Inc. (since September20, 2024); Deputy AML Officer, DWS Distributors, Inc. (since November13, 2024); formerly: BSA Sanctions Compliance Officer for Putnam Investments. | None | ||||||||||||||||||||||||
| Executive Officers (6) | ||||||||||||||||||||||||||||
|
Name, Address Age |
ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
Position(s) with Fund |
ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
Length of TimeServed |
ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
Principal Occupation(s) During Past Five Years or Longer |
ALIGN="center" STYLE="border-bottom:1.00pt solid #000000">
Shares ofCommon Stock Beneficially Owned at
May16,
|
||||||||||||||||||||||||
|
John Millette, 62 (8)(11) |
Secretary | Since 2006 | Director, DWS; 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). | None | ||||||||||||||||||||||||
|
Alyssa Asbury, 30 (7) |
Assistant Secretary | Since 2020 | Vice President, DWS; Fund Administration (Senior Specialist), DWS. | None | ||||||||||||||||||||||||
| (1) |
The mailing address of all directors with respect to operations of the Fund is c/oDWS Investment Management Americas, Inc., 875 Third Avenue, New York, New York 10022. |
| (2) |
Directorships are for companies that file reports with the SEC. |
| (3) |
Each current Director oversees 3 funds in the Fund Complex. The FundComplex 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 105 other open- and closed-end funds advised by wholly-owned entities of the DWS Group in the UnitedStates. |
| (4) |
As of May16, 2025, all Directors, Nominees for election and Executive Officers as a group (13persons), owned 3,930 shares of the Fund, which 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 Fund 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 Fund are elected annually by the Board of Directors at its meeting following the Annual Meeting of Stockholders. Each of Mr.Benson, Ms.Kenneally, Mr.Kircher, Mr.Millette, Ms.Pearson, Mr.Rijs, Ms.Roberson, 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 |
11
| (8) |
Address: 100 Summer Street, Suite 800, Boston, Massachusetts 02110. |
| (9) |
Address: 5201 Gate Parkway, Jacksonville, FL 32256. |
| (10) |
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. |
| (11) |
Mr.Millette has served as Secretary since January1, 2011. He served as Assistant Secretary from July14, 2006 to December31, 2010 and as Secretary to the Fund from January30, 2006 to July13, 2006. |
The following table contains additional information with respect to the beneficial ownership of equity securities by each Director in the 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 |
Dollar Range of
EquitySecurities in the Fund (1) |
Aggregate Dollar
Range of Equity Securities in All Funds Overseen by DirectorinFamilyof Investment Companies (1),(2) | ||||||||||||||||||||||||||
|
Fiona Flannery |
None | None | ||||||||||||||||||||||||||
|
Dr.Holger Hatje |
$10,001-$50,000 | $50,001-$100,000 | ||||||||||||||||||||||||||
|
Bernhard Koepp |
$0-$10,000 | $10,001-$50,000 | ||||||||||||||||||||||||||
|
Dr.Wolfgang Leoni |
$10,001-$50,000 | $10,001-$50,000 | ||||||||||||||||||||||||||
|
Hepsen Uzcan |
None | None | ||||||||||||||||||||||||||
| (1) |
Valuation date is May16, 2025. |
| (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. |
The Board of Directors currently has three standing committees—an audit committee (the “Audit Committee”), an advisory and valuation committee (the “Advisory and Valuation Committee”), and a nominating and governance committee (the “Nominating and Governance Committee”). Effective May9, 2025 the Board’s executive committee was discontinued. As the Fund has no employees, the Board of Directors has not established a compensation committee.
The Audit Committee, currently comprising Ms.Flannery (Chair), Dr.Hatje, Mr.Koepp and Dr.Leoni, operates pursuant to a written charter which is available in the Documents section on the Fund’s website, https://www.dws.com/en- us/products/closed-end-funds/EEA-the-european-equity-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 Rule10A-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 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
12
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 met four times during the Fund’s past fiscal year.
The Advisory and Valuation Committee, currently comprising Mr.Koepp (Chair), Ms.Flannery, Dr.Hatje and Dr.Leoni, (i)makes recommendations to the full Board with respect to the Administration Agreement between the Fund and DWS Investment Management Americas, Inc., and the Investment Advisory Agreement between the Fund and DWS International GmbH; and (ii)reviews the Fund’s valuation procedures and makes recommendations with respect thereto and, to the extent required by such procedures, determines the fair value of the Fund’s securities or other assets. The Advisory and Valuation Committee met two times during the Fund’s past fiscal year.
The Nominating and Governance Committee, currently comprising Dr.Hatje (Chair) Ms.Flannery, Mr.Koepp and Dr.Leoni, operates pursuant to a written charter which is available in the Documents section on the Fund’s website, https://www.dws.com/en-us/products/closed-end-funds/EEA-the-european-equity-fund-inc/ .
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 Section2(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 the Fund’s Bylaws describing these requirements are included as AnnexA. 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, the 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 Fund’s website at the website address noted above. A stockholder or group of stockholders seeking to submit a nominee candidate for the 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
13
stockholders must provide notice of the proposed nominee pursuant to the requirements found in the Fund’s Bylaws. Generally, this notice must be received not less than 120days nor more than 150days 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 three times during the 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 based its conclusion, in part, on its observation that such Directors regularly demonstrate their independence by their questioning and challenging of management at and between Board meetings. 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.
All members on each of the three committees of the Board are not “interested persons” as the term is defined in the Investment Company Act.
During the Fund’s past fiscal year, the Board of Directors had four regular meetings. 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, except for Dr.Wolfgang Leoni whose attendance was less than 75%.Dr.Leoni was unable to attend one Board meeting, as well as the Committee meetings held in connection with such Board meeting, due to an illness. He attended all the other Board and Committee meetings for Committees on which he served during the Fund’s past fiscal year.He has attended all Board and Committee meetings for Committees on which he serves that have taken place to date in 2025, and expects to attend all remaining meetings in 2025. 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 2024 Annual Meeting of Stockholders.
To communicate with the Board of Directors or an individual Director of the 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/othe 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.
14
The 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 $16,333. The Fund reimburses the Directors (except for those employed by the DWS Group) for travel expenses in connection with Board meetings. The Chairman of the Board and Advisory and Valuation Committee, the Chair of the Audit Committee and the Chair of the Nominating and Governance Committee each receives an additional annual retainer of $8,000, $1,333 and $1,000, respectively. The Fund does not provide compensation in the form of pension or other retirement benefits to any of the Directors. Currently, the Fund, together with The Central and Eastern Europe Fund, Inc., and The New Germany Fund, Inc., and 105 other open- and closed-end funds advised by wholly owned entities of the DWS Group in the United States, represent the entire FundComplex within the meaning of the applicable rules and regulations of the SEC.
The following table sets forth (a)the aggregate compensation from the Fund for the fiscal year ended December31, 2024, and (b)the total compensation from the FundComplex for the 2024 calendar year, (i)for each Director who is not an interested person of the Fund, and (ii)for all such Directors as a group.
|
Name of Director |
Aggregate
Compensation from Fund |
Total
Compensation from Fund Complex | ||||||||||||||||||||||||||
|
Fiona Flannery |
$ | 12,345.02 | VALIGN="bottom"> | $ | 51,234.98 | VALIGN="bottom"> | ||||||||||||||||||||||
|
Dr.Holger Hatje |
$ | 12,100.50 | VALIGN="bottom"> | $ | 50,470.11 | VALIGN="bottom"> | ||||||||||||||||||||||
|
Bernhard Koepp |
$ | 16,082.60 | VALIGN="bottom"> | $ | 59,607.69 | VALIGN="bottom"> | ||||||||||||||||||||||
|
Dr.Wolfgang Leoni |
$ | 9,297.21 | VALIGN="bottom"> | $ | 38,024.49 | VALIGN="bottom"> | ||||||||||||||||||||||
|
Total |
$ | 49,845.33 | VALIGN="bottom"> | $ | 199,337.30 | VALIGN="bottom"> | ||||||||||||||||||||||
| ALIGN="center" STYLE="border-bottom:1.00px solid #000000"> AuditFees (1) |
Audit Related
Fees (2) | Tax Fees (3) | All Other Fees (4) | |||||||||||||||||||||||||
|
STYLE="border-bottom:1.00px solid #000000">
FiscalYear |
Fund | Fund |
Adviser
Entities | Fund |
Adviser
Entities | Fund |
Adviser
Entities | |||||||||||||||||||||
|
2024 |
$ | 44,000 | VALIGN="bottom"> | $ | 0 | VALIGN="bottom"> | $ | 0 | VALIGN="bottom"> | $ | 5,969 | VALIGN="bottom"> | $ | 637,276 | VALIGN="bottom"> | $ | 27,000 | VALIGN="bottom"> | $ | 0 | VALIGN="bottom"> | |||||||
|
2023 |
$ | 42,722 | VALIGN="bottom"> | $ | 0 | VALIGN="bottom"> | $ | 0 | VALIGN="bottom"> | $ | 5,969 | VALIGN="bottom"> | $ | 424,143 | VALIGN="bottom"> | $ | 0 | VALIGN="bottom"> | $ | 0 | VALIGN="bottom"> | |||||||
| (1) |
“Audit Fees” are the aggregate fees billed for professional services for the audit of the 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.” All Other Fees Billed to the Fund were for |
16
|
services associated with foreign tax filings and such fees were billed by EY for fiscal 2024. |
Audit Committee Pre-Approval Policies and Procedures. Generally, the Audit Committee must pre-approve (i)all services to be performed for the Fund by the Fund’s independent auditors and (ii)all non-audit services to be performed by the 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 the 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 the Fund’s last two fiscal years for services rendered to the 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..
|
Fiscal Year |
ALIGN="center" STYLE="border-bottom:1.00px solid #000000">
Aggregate
Non-AuditFees | |||||||
|
2024 |
$ | 670,245 | VALIGN="bottom"> | |||||
|
2023 |
$ | 420,112 | VALIGN="bottom"> | |||||
|
Name and Address of Beneficial Owner |
Amount and
Nature of BeneficialOwnership |
Percent of
Outstanding CommonStock | ||||||
|
1607 Capital Partners, LLC (1) 13 S. 13th Street, Suite 400, Richmond, Virginia 23219 |
1,781,798shares | VALIGN="bottom"> | 26.49 | VALIGN="bottom">% | ||||
|
Allspring Global Investments Holdings, LLC (2) 1415 Vantage Park Drive, 3rd Floor, Charlotte, NC 28203 |
681,662shares | VALIGN="bottom"> | 10.14 | VALIGN="bottom">% | ||||
| (1) |
This information, including the number of shares owned (but not the percent) is based exclusively on information provided by such entity on Schedule13G filed with respect to the Fund on May15, 2025. |
| (2) |
This information, including the number of shares owned (but not the percent) is based exclusively on information provided by such entity on Schedule13G filed with respect to the Fund on January12, 2024. |
INVESTMENT ADVISER AND ADMINISTRATOR
DWS International GmbH serves as the Investment Adviser of the Fund. The principal office of DWS International GmbH is located at Mainzer Landstra b e 11-17, D-60329 Frankfurt am Main, Germany. DIMA serves as the Administrator of the 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.
SECTION16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
Based on a review of reports filed by the Fund’s 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 the 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 Section16(a) of the Securities and Exchange Act of 1934 for the fiscal year ended December31, 2024 were timely, except as noted under “Delinquent Section16(a) Reports” below.
Delinquent Section16(a) Reports
Rich Kircher, Deputy Anti-Money Laundering Officer for the Fund, made a late filings of Form 3. The late filing related solely to Mr.Kircher’s designation as a Reporting Person and did not relate to any transactions in securities of the Fund. Bernhard Koepp, a Director and
21
Chairman of the Fund’s Board, made a late filing of Form 4. Messrs. Kircher and Koepp have since corrected their omissions by making the necessary filings.
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 Rule14a-8 to be considered for inclusion in a Fund’s proxy statement for the 2026 Annual Meeting, the proposals must be received by the relevant Fund, c/oDWS Investment Management Americas, Inc., 100 Summer Street, Suite 800, Boston, MA 02110, Attention: Secretary, on or before January21, 2026.
In addition, the Fund’s Bylaws currently provide that if a stockholder desires to bring business (including director nominations) before the 2026 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/oDWS Investment Management Americas, Inc., 100 Summer Street, Suite 800, Boston, MA 02110, between December22, 2025 and January21, 2026. For additional requirements, the stockholder may refer to the Bylaws for the Fund, a current copy of which may be obtained without charge upon request from the Fund’s Secretary. If the 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 Rule14a-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 Fund. In addition to the use of mails, proxies may be solicited personally by regular employees of the 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 Fund for out-of-pocket expenses incurred in this connection. The Fund has also made arrangements with Georgeson LLC to assist in the solicitation of proxies, if called upon by the Fund, at estimated fees of $12,510, 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
22
information regarding the proxy or replacement Proxy Card(s), they may call Georgeson LLC toll-free at 1-866-896-4946. Any proxy given by a stockholder is revocable until voted at the Meeting.
As the Meeting date approaches, certain stockholders of the Fund 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 the 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 Fund at 875 Third Avenue, New York, New York 10022.
ANNUAL REPORT DELIVERY
The Fund will furnish, without charge, a copy of its most recent annual report, which is, for the fiscal year ended December31, 2024, and the most recent semi-annual report, if any, to any stockholder upon request. Such requests should be directed by mail to the Fund, c/oDWS 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 Fund’s website: www.dws.com.
John Millette
Secretary
Dated: May21, 2025
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 1-866-896-4946.
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 JUNE30, 2025:
The Notice of Meeting, Proxy Statement and Proxy Card are available at www.proxy-direct.com/dws-34508
23
ANNEX A
THE EUROPEAN EQUITY FUND, INC.
EXCERPTS OF BY-LAWS
ArticleII
Section13. 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 Section13(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 Section13(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 Section13, 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 Section13 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 Section13(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 30days 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
A-1
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 Section13(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
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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, Section3 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, Section3 of the Bylaws.
(5) Notwithstanding anything in this subsection (a)of this Section13 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 Section13(c)(3) of this Article II) for the preceding year’s annual meeting, a stockholder’s notice required by this Section13(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 Section13, “Stockholder Associated Person” of any stockholder means (i)any personacting 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)anyperson 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 Section3 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 Section13 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 Section13. 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 Section13 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
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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.
(c) General . (1)If information submitted pursuant to this Section13 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 Section13. 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 Section13, 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 Section13 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 Section13.
(2) Only such individuals whose nomination is made in accordance with this Section13 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 Section13. 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 Section13.
(3) For purposes of this Section13, “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 Section13, 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 Section13. Nothing in this Section13 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 Section13 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 Section14(a) of the Exchange Act.
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ArticleIII
Section3. 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 country that is in Europe. In addition to the European Union countries (currently Austria, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain and Sweden), the term Europe includes the following twenty-two additional countries: Albania, Andorra, Azerbaijan, Belarus, Bosnia and Herzegovina, Georgia, Kazakhstan, Kosovo, Liechtenstein, North Macedonia, Moldova, Monaco, Montenegro, Norway, Russia, San Marino, Serbia, Switzerland, Turkey, the United Kingdom, Ukraine and Vatican City. (The list of countries in Europe includes the following transcontinental countries that are geographically in both Asia and Europe: Azerbaijan, Georgia, Kazakhstan, Russia and Turkey.) Additionally, the term “Specified Country” includes any former member of the European Union and any future country or countries (or other political entity) formed by combination or division of the countries comprising Europe, which shall also be deemed to be included with the term Europe.
“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 that has annual revenues of at least the equivalent of US $250million or total assets of at least the equivalent of US $25billion,
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 $250million and whose management responsibilities include supervision of business operations in a Specified 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 and that have at least the equivalent of US $25million in combined total assets of their own,
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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 $250million of assets under discretionary management for others, such assets to consist of either: (A)securities of companies in one or more Specified Countries or securities principally traded on one of the 10 largest securities exchanges in Europe (measured by market capitalization); or (B)at least $10million of securities of companies in one or more Specified Countries or securities principally traded on one of the 10 largest securities exchanges in Europe (measured by market capitalization), and at least $240million 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 matters relating to a Specified 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 or the United States, (ii)in a major supranational agency or organization of which a Specified Country or the United States is a member, or (iii)in a leading international trade organization relating to a Specified 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 securities principally traded in markets of one or more Specified 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,
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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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ANNEX B
PROPOSED AMENDMENT TO THE CHARTER
ARTICLES OF AMENDMENT
The European Equity Fund, Inc., a Maryland corporation (the “Corporation”), hereby certifies to the State Department of Assessments and Taxation of Maryland that:
FIRST : Article SIXTH of the charter of the Corporation (the “Charter”) is hereby amended by renumbering the first paragraph thereof as “Section1.” and adding a new paragraph to read as follows:
Section2. At the annual meeting of stockholders of the Corporation to be held in 2026, each of the successors to the class of directors whose terms expire at the annual meeting of stockholders in 2026 shall be elected to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies; at the annual meeting of stockholders of the Corporation held in 2027, each of the successors to the class of directors whose terms expire at the annual meeting of stockholders in 2027, along with the successors to the directors elected at the 2026 annual meeting, shall be elected to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies; and, beginning with the annual meeting of stockholders in 2028, all directors shall be elected to serve until the next annual meeting of stockholders and until their respective successors are duly elected and qualify.
SECOND : The amendment to the Charter as set forth above has been duly advised by the Board of Directors and approved by the stockholders of the Corporation as required by law.
THIRD : The undersigned officer acknowledges these Articles of Amendment to be the corporate act of the Corporation and, as to all matters of facts required to be verified under oath, the undersigned officer acknowledges that, to the best of his knowledge, information and belief, these matters and facts are true in all material respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation has caused these Articles of Amendment to be signed in its name and on its behalf by its President and attested to by its Secretary on this day of , 2025.
| ATTEST: | THE EUROPEAN EQUITY FUND, INC. | |||||||
| By: | (SEAL) | |||||||
| John Millette | Hepsen Uzcan | |||||||
| Secretary | President | |||||||
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THE EUROPEAN EQUITY FUND, INC. PO Box 43131Providence, RI 02940-3131EASY VOTING OPTIONS:VOTE ON THE INTERNETLog on to:www.proxy-direct.comor scan the QR codeFollow the on-screen instructionsavailable 24 hoursVOTE BY PHONECall 1-800-337-3503Follow the recorded instructionsavailable 24 hoursVOTE BY MAILVote, sign and date this Proxy Card and return in the postage-paid envelopeVOTE IN PERSONAttend Stockholder Meeting875 Third AvenueNew York, NY 10022 on June 30 at 10:00 a.m. Eastern Time Please detach at perforation before mailing.THE EUROPEAN EQUITY FUND, INC.PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERSTO BE HELD ON JUNE 30, 2025The undersigned stockholder of The European Equity 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 Annual Meeting of the Stockholders of the Fund to be held at 10:00 a.m., New York time, on June 30, 2025 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 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, “For” Proposal No. 2, and “For” Proposal No. 3, 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.comVOTE VIA THE TELEPHONE: 1-800-337-3503EEA_34508_031425PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE. xxxxxxxxxxxxxx code
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on June 30, 2025.The Proxy Statement and Proxy Card for this Meeting are available at:https://www.proxy-direct.com/dws-34508IF YOU VOTE BY TELEPHONE OR INTERNET, PLEASE DO NOT MAIL YOUR CARDPlease detach at perforation before mailing.TO VOTE MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: X A Proposals THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” ALL PROPOSALS.1. Election of Directors: 01. Ms. Fiona Flannery 02. Dr. Holger HatjeINSTRUCTIONS: 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, 2025.3. To adopt Articles of Amendment to the Fund’s charter to eliminate the classification of the Board of Directors.4. 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.B Authorized Signatures This section must be completed for your vote to be counted. Sign and Date BelowNote: 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 boxScanner bar code xxxxxxxxxxxxxx EEA 34508 xxxxxxxx