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December 10, 2008

Commerzbank: Supervisory Board agrees to accelerated takeover of Dresdner Bank

• Speeding up of acquisition timeline leads to changes to Dresdner Bank’s boards

• Blessing: "We are making rapid progress regarding the preparation of the integration"


In an extraordinary meeting held on December 10, 2008, the Supervisory Board of Commerzbank agreed to the accelerated takeover of Dresdner Bank. "We are making rapid progress regarding the preparation of the integration, and we have reached the milestones targeted for 2008," says Martin Blessing, Chairman of the Commerzbank Board of Managing Directors. On November 27, Commerzbank and Allianz agreed to implement the full takeover already at the beginning of next year. According to the initial agreement, dated end of August, only 60% of the shares in Dresdner Bank would haven been acquired in January 2009. The remaining 40% were intended to be passed on to Commerzbank at a later point in time. Statutory approvals should be obtained by January 2009.

The accelerated takeover will lead to an early change in the chairmanship of the Dresdner Bank Board of Managing Directors. Herbert Walter has stated the wish to enable a clear and faster transition. Consequently he has asked the Dresdner Bank Supervisory Board to release him from his responsibilities as Chairman of the Board of Managing Directors of Dresdner Bank as soon as the transfer of control is effective. Herbert Walter has also asked the Supervisory Board of Commerzbank not to appoint him to the Commerzbank Board of Managing Directors as originally planned. Martin Blessing: "Commerzbank would like to thank Herbert Walter for his etraordinary dedication and his exemplary contribution to the preparations of the merger. We would like to also thank him for making himself available to us until the takeover is complete."

At the Dresdner Bank Supervisory Board meeting scheduled to take place on December 22, the proposal will be made to appoint Martin Blessing Chairman of the Board of Managing Directors of Dresdner Bank once the takeover is effective. Proposals will also be presented for the appointment of Markus Beumer and Achim Kassow to the Board of Managing Directors. Markus Beumer is responsible at Commerzbank for the Mittelstand (SME) business, while Achim Kassow is responsible for the Private and Business Customers segment.

Already on November 27, the Supervisory Board of Dresdner Bank appointed three members of the Board of Managing Directors of Commerzbank to the Dresdner Bank Board of Managing Directors. Frank Annuscheit will become COO and head up the Banking Services area. Wolfgang Hartmann will assume responsibility for Risk Management, while Michael Reuther will in future manage the Investment Banking unit. The three new and the three nominated members of the Dresdner Bank Board of Managing Directors will take their seats on the board following the complete takeover up until the time of the merger, scheduled for March 2009. They will all also continue to exercise their current functions on the Commerzbank Board of Managing Directors.

In addition to Herbert Walter and Stefan Jentzsch, Andreas Georgi and Franz Herrlein will also stand down from the Board of Managing Directors of Dresdner Bank following its complete acquisition by Commerzbank. In future the Dresdner Bank Board of Managing Directors should consist of the following members: Frank Annuscheit, Markus Beumer, Martin Blessing (Chairman), Wolfgang Hartmann, Achim Kassow, Wulf Meier, Andree Moschner, Michael Reuther, Klaus Rosenfeld and Friedrich Wöbking.

Following the complete takeover, there will also be changes to the Dresdner Bank Supervisory Board. Klaus-Peter Müller, Chairman of the Commerzbank Supervisory Board will also take on the role of Chairman of the Dresdner Bank Supervisory Board up until the time of the merger.

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