Invitation to virtual Annual General Meeting of Commerzbank on 18 May 2021

Enhanced interactive exchange with shareholders planned
Election of a new auditor and new election of five members of the Supervisory Board on agenda

Commerzbank AG invites its shareholders to its regular Annual General Meeting (AGM) on Tuesday 18 May 2021. Due to the ongoing coronavirus pandemic, the event will once again take place virtually without the physical presence of the shareholders or their proxies. The AGM will be transmitted live online beginning at 10 am. Shareholder voting rights can be exercised exclusively by way of absentee ballot or by granting proxy to the voting right representative of the company.

“Dialogue with our owners is very important to us. Despite the restrictions of a virtual event in times of a pandemic, we have expanded the way we communicate to offer an enhanced interactive exchange with our shareholders, going beyond the legal requirements”, said Manfred Knof, Chairman of the Board of Managing Directors of Commerzbank.

Shareholders may submit their questions via an online electronic system (Investor Portal) by the end of 16 May 2021. Those shareholders who have submitted questions in due time before the event will also be given the opportunity for follow up questions during the AGM via the portal. Shareholders may also submit written statements or short video messages by the end of 15 May 2021 which will be made available on the Investor Portal. These messages may also be broadcast during the AGM. In order to give shareholders the possibility to comment on the speech by the Chairman of the Board of Managing Directors, the manuscript will be made available online from 12 May 2021.

Of particular note are the following additional items to the agenda:

Election of the auditor (item 4–5)

For the final time, the Supervisory Board proposes that EY be elected as the auditor for the annual financial statements for the financial year 2021 (item 4). For 2022, Commerzbank plans to change its auditor. A selection process was carried out in accordance with the requirements of EU Regulation. KPMG has emerged as the preferred auditor. The change is due to be implemented in two steps: Initially, the general shareholders’ meeting 2021 is due to elect KPMG as the new auditor for their audit review of any interim financial information for periods after 31 December 2021 and prior to the AGM in the year 2022 (item 5). The AGM in 2022 is then due to also elect KPMG as the new auditor of the financial statements for the entire financial year 2022.

New election of five members of the Supervisory Board (item 6)

The Supervisory Board will propose five new members for election at the Annual General Meeting. They are to be elected for the period from the end of the Annual General Meeting until the end of the Annual General Meeting 2023.The proposed candidates are Helmut Gottschalk, Burkhard Keese, Daniela Mattheus, Caroline Seifert and Frank Westhoff. Immediately after his appointment by the AGM, the Supervisory Board intends to elect Helmut Gottschalk as Chairman of the Supervisory Board. The former long standing Chairman of the Supervisory Board of DZ Bank will thus succeed Hans-Jörg Vetter, who resigned from the Supervisory Board on 16 March for health reasons. The other candidates are to succeed members Tobias Guldimann, Rainer Hillebrand, Victoria Ossadnik and Andreas Schmitz.

As in previous years, the speech of the Chairman of the Board of Managing Directors at the AGM will be transmitted live and will be available publically on 18 May 2021 on www.commerzbank.com/agm. The hashtag on Twitter for the AGM is #CobaHV. The full details of the invitation to the 2021 AGM, including the agenda and explanations of the individual items, can also be found on www.commerzbank.com/agm.

About Commerzbank

Commerzbank is the leading bank for the German Mittelstand and a strong partner for around 30,000 corporate client groups and around 11 million private and small-business customers in Germany. The Bank’s two Business Segments – Private and Small-Business Customers and Corporate Clients – offer a comprehensive portfolio of financial services. Commerzbank transacts approximately 30 per cent of Germany’s foreign trade and is present internationally in almost 40 countries in the corporate clients’ business. The Bank focusses on the German Mittelstand, large corporates, and institutional clients. As part of its international business, Commerzbank supports clients with German connectivity and companies operating in selected future-oriented industries. Following the integration of comdirect, private and small-business customers benefit from the services offered by one of Germany’s most advanced direct banks combined with personal advisory support on site. Its Polish subsidiary mBank S.A. is an innovative digital bank that serves approximately 5.7 million private and corporate customers, predominantly in Poland, but also in the Czech Republic and Slovakia. In 2020, Commerzbank generated gross revenues of some €8.2 billion with almost 48,000 employees.

Disclaimer

This release contains forward-looking statements. Forward-looking statements are statements that are not historical facts. In this release, these statements concern inter alia the expected future business of Commerzbank, efficiency gains and expected synergies, expected growth prospects and other opportunities for an increase in value of Commerzbank as well as expected future financial results, restructuring costs and other financial developments and information. These forward-looking statements are based on the management’s current plans, expectations, estimates and projections. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Such factors include the conditions in the financial markets in Germany, in Europe, in the USA and other regions from which Commerzbank derives a substantial portion of its revenues and in which Commerzbank holds a substantial portion of its assets, the development of asset prices and market volatility, especially due to the ongoing European debt crisis, potential defaults of borrowers or trading counterparties, the implementation of its strategic initiatives to improve its business model, the reliability of its risk management policies, procedures and methods, risks arising as a result of regulatory change and other risks. Forward-looking statements therefore speak only as of the date they are made. Commerzbank has no obligation to update or release any revisions to the forward-looking statements contained in this release to reflect events or circumstances after the date of this release.