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March 31, 2010

Commerzbank invites for Annual General Meeting on May 19, 2010

● Vote on the new remuneration system for the Board of Managing Directors; EUR 500,000 limit to remain in place in 2010 unless SoFFin silent participations are repaid in full

● Cancellation of existing authorizations and creation of new authorized capital of up to EUR 1.535 bn nominal (up to around 590 m shares)

● Cancellation of existing authorizations and resolution on a new authorization to issue convertible bonds, bonds with warrants and profit-sharing certificates (up to nominal EUR 4 bn) carryingoption conversion rights

Commerzbank invites its shareholders to the Annual General Meeting to be held on May 19, 2010, in the Jahrhunderthalle in Frankfurt am Main-Höchst. The agenda includes the presentation of the 2009 financialstatements and management report (item 1), the granting of approval for the actions of the committees(items 2 and 3) and the appointment of the auditor (items 5 and 6). It also includes a resolution on the authorization for Commerzbank to purchase its own shares for purposes of securities trading (item 7).

The main items on the agenda are as follows:

New remuneration system for the Board of Managing Directors (item 4)

In December 2009, the Supervisory Board of Commerzbank AG approved a new remuneration system for the members of the Board of Managing Directors. The introduction of a new remuneration system from 2010 onwards had become necessary as the Financial Market Stabilization Fund (SoFFin) has made this a condition and because new regulatory requirements regarding the remuneration systems of banks had to be implemented. In line with these requirements, a sustainable and transparent remuneration system has been developed. The new remuneration system was developed in the light of the requirements of the Financial Stability Board (FSB) and the regulatory authorities. In accordance with Art 120 (4), Stock Corporations Act (AktG) (item 4) and following the voting of the AGM, this system is to be introduced retroactively to January 1, 2010. Even though the two-year remuneration cap for 2008 and 2009 originally agreed upon has rund out, for 2010 it is still valid: Unless the coupon on the silent participations of the SoFFin is paid in full, the total remuneration of the individual members of the Board of Managing Directors will remain limited to EUR 500,000 p.a. each in 2010.

The core components of the new remuneration system are a fixed annual basic salary of EUR 750,000 for members of the Board of Managing Directors - compared with a basic salary of EUR 480,000, or EUR 760,000 for the Chairman of the Board of Managing Directors under the former model - together with a significantly reduced Short Term Incentive (STI: EUR 250,000 if targets are met 100%) and a Long Term Incentive (LTI: EUR 750,000 if targets are met 100%, payable after four years) as the variable salary components. In line with regulatory requirements, the short-term variable component (STI) has been significantly reduced compared with the previous compensation model for the Board of Managing Directors. Meanwhile, the fixed salary and especially the long-term variable remuneration elements (LTI) have been increased. The long-term component is only paid out after four years, and is reduced in the event of negative performance during this period ('malus').

Under the old model, if targets were met 100%, the weighting of the remuneration components was as follows: 32% fixed remuneration, 60% short-term variable remuneration and 8% long-term variable remuneration. Under the new model, the breakdown is: 43% fixed remuneration, 14% short-term variable remuneration and 43% long-term variable remuneration. Under the new remuneration system, the Chairman of the Board of Managing Directors should receive 1.75 times (previously approx. 1.5 times) of each of the stated remuneration components. Due to the situation of the bank and the tasks ahead of it, the Chairman of the Board of Managing Directors has asked the Supervisory Board to suspend this rule for all remuneration components until the end of his term of office on October 31, 2011.

Authorized capital (item 8)

The authorization for the Board of Managing Directors to increase the share capital is to be adjusted to the company's current share capital of EUR 3.071billion nominal (around 1.181 billion shares). This enables the Board of Managing Directors to adapt the bank's capital base flexibly to business and regulatory requirements. In the process, the existing authorized capitals are to be cancelled and replaced by a new, uniform authorized capital of up to EUR 1.535 billion nominal (up to around 590 million shares), with the authorization valid for a period up to May 18, 2015. A resolution for the necessary authorization will be proposed to the Annual General Meeting (item 8).

In the event of a capital increase, the shares from the newly authorized capital will in principle be offered to the shareholders for subscription. However, their pre-emptive rights may be excluded on the issue of shares to employees and in the event of a cash capital increase of up to 10% of the share capital (around 118 million shares or approximately EUR 307 million), if the shares are not issued at significantly below their current market price. Pre-emptive rights may also be excluded in the case of an increase in share capital against contribution in kind, provided this does not exceed 20% of the share capital (around 236 million shares). Furthermore, the exclusion of pre-emptive rights for cash and non-cash capital increases, including issues from conditional capital (item 9), is limited to 20% of the share capital. In the event that the silent participations of SoFFin are brought in as a non-cash contribution and immediately placed with third-party investors in a subsequent vendor placement, pre-emptive rights may be excluded entirely.

Conditional capital (item 9)

Item 9 is concerning the proposed resolution for the Board of Managing Directors to be granted authorization, valid for a period up to May 18, 2015, to issue convertible bonds, bonds with warrants and/or profit-sharing certificates in the amount of up to EUR 4 billion nominal with pre-emptive rights. Conversion or option rights for up to 270 million Commerzbank shares (up to EUR 702 million nominal) may be granted. Following legal clarification, the conversion or option price must in each case be at least 80% of the then prevailing Commerzbank share price. As a result, the Board of Managing Directors will once again be free to determine the conditions for this, as used to be the case. The new authorization replaces the less flexible authorizationsthat were granted by the Annual General Meeting in 2008.

If financial instruments are structured in such a way that their issue price is not substantially below their fair value, pre-emptive rights may likewise be excluded. This applies only to financial instruments granting conversion or option rights into shares representing no more than 10% of the share capital (around 118 million shares or approx. EUR 307 million nominal). It is also possible to exclude subscription rights on the issue of profit-sharing certificates without conversion or option rights or obligations if they are structured like straight bonds.

Conversion right, conditional capital (SoFFin) (item 10)

So that SoFFin can maintain its ownership stake of 25% plus one share in the event of a capital increase by Commerzbank due to the increased scope of authorization, a resolution on the creation of additional conditional capital will be proposed to shareholders. Under item 10 of the agenda, it is proposed in this connection that, on the basis of the Financial Market Stabilization Acceleration Act (FMStBG), SoFFin also be granted a conversion right with respect to the silent participation agreed in November 2008 ('Silent Participation I'). This would allow Commerzbank's share capital to be increased by up to around 137 million new shares through the partial or full conversion of the silent participation. A corresponding conversion right for the silent participation agreed upon in June 2009 ('Silent Participation II') had already been approved by the 2009 Annual General Meeting.

Amendments to the Articles of Association (item 11)

The Act Implementing the Shareholders' Rights Directive (ARUG), which entered into force in 2009, has resulted in amendments to provisions regarding the deadlines for convening annual general meetings, to the conditions for participating in these meetings and to the exercise of voting rights. Item 11 of the agenda is a proposed resolution on a corresponding amendment to the Articles of Association of Commerzbank.

Shareholders are entitled to attend the Commerzbank Annual General Meeting and exercise their voting rights if they register by no later than May 12, 2010, 24h00 (CEST). Parts of the Annual General Meeting may be followed live on the internet from 10 a.m. onwards on May 19, 2010. The respective access will be provided at www.commerzbank.com/agm.

The full text of the invitation to this year's Annual General Meeting, including the agenda and the management's explanations to the individual items, as well as additional information on the new remuneration system for the Board of Managing Directors can also be found at www.commerzbank.com/agm.

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