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A Solid Governance Structure As Basis for Economic Success

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A Solid Governance Structure As Basis for Economic Success Corporate Governance at Commerzbank A solid governance structure as basis for economic success Commerzbank AG, Group Investor Relations, Frankfurt, June 2021 1 Corporate Supervisory Board Supervisory Board Board of Managing Remuneration of Governance Composition Remuneration Directors Managing Directors Agenda No. Topic Page 1 Corporate Governance 2 2 Supervisory Board - Composition 4 3 Remuneration of the Supervisory Board 11 4 Board of Managing Directors - Composition 13 5 Remuneration of the Board of Managing Directors 17 Commerzbank AG, Group Investor Relations, Frankfurt, June 2021 2 Corporate Governance Chapter No. 1 Commerzbank AG, Group Investor Relations, Frankfurt, June 2021 3 Corporate Supervisory Board Supervisory Board Board of Managing Remuneration of Governance Composition Remuneration Directors Managing Directors Collaboration between the Supervisory Board and the Board of Managing Directors in the German “Two-tier Board System” A structure of the Board of Directors of a company used in certain Executive Control Ownership European countries, such as Germany, that comprises two tiers: Level Level Level › a Supervisory Board, on which representatives of employees and Two-tier Two-tier Management Supervisory shareholders are represented; Shareholders Board System Board Board › a Management Board (Board of Managing Directors or System Executive Board) that is concerned with the day-to-day running of One-tier the business. Board (Chair & CEO) Shareholders System Supervisory Board Board of Managing Directors › The Supervisory Board supervises and › The Board of Managing Directors is advises the Board of Managing Directors on responsible for independently managing the managing the bank. enterprise. › The Supervisory Board supervises the Board › It is obliged to act in the bank’s best interest of Managing Directors in particular with and undertakes to increase the enterprise respect to compliance with all respective value of the bank sustainably. applicable banking supervisory regulations. › The Board of Managing Directors is › Furthermore, the Supervisory Board is responsible for the development and responsible for the remuneration system of execution of the bank’s strategy under the the Board of Managing Directors. supervision of the Supervisory Board. Commerzbank AG, Group Investor Relations, Frankfurt, June 2021 4 Supervisory Board - Composition Chapter No. 2 Commerzbank AG, Group Investor Relations, Frankfurt, June 2021 5 Corporate Supervisory Board Supervisory Board Board of Managing Remuneration of Governance Composition Remuneration Directors Managing Directors General information on the composition of the Supervisory Board The Supervisory Board of Commerzbank consists of a total of 20 members of which ten members are elected by the bank’s employees in accordance with the German law on co-determination – the remaining ten representatives are elected by Commerzbank’s shareholders. Composition of the Supervisory Board1) Average age of members of 20% the Supervisory Board: Diversity Nationality 40% Back- ground 59 years 50% 50% 60% Average period of being a board member: 80% 2 years Men Women Germany Banking Industrials Other (EU / Non-EU) Independence of the Supervisory Board According to the German Corporate Governance Code, all representatives elected by the bank’s shareholders have no personal or business relationship with the bank, its corporate bodies, a controlling shareholder or a company affiliated with the controlling shareholder that could lead to a significant, not temporary conflict of interest. Commerzbank AG, Group Investor Relations, Frankfurt, June 2021 6 Corporate Supervisory Board Supervisory Board Board of Managing Remuneration of Governance Composition Remuneration Directors Managing Directors Composition of the Supervisory Board Helmut Gottschalk Frank Westhoff Chairperson of the Board C Burkhard Keese C C C Daniela Mattheus C Dr. Jutta A. Dönges Robin J. Stalker Sabine U. Dietrich Caroline Seifert C Dr. Frank Czichowski Dr. Gertrude Tumpel-Gugerell C Representatives of shareholders Representatives of employees Heike Anscheit Stefan Wittmann Alexander Boursanoff Alexandra Krieger Gunnar de Buhr Kerstin Jerchel Stefan Burghardt Christian Höhn Uwe Tschäge Monika Fink Deputy Chairman Presiding and Nomination Committee Compensation Control Committee Audit Committee Risk Committee Social Welfare Committee Mediation Committee Committee for Digitalisation and Technology C indicates the Chairperson of the respective Committee Commerzbank AG, Group Investor Relations, Frankfurt, June 2021 7 Corporate Supervisory Board Supervisory Board Board of Managing Remuneration of Governance Composition Remuneration Directors Managing Directors Composition of the Supervisory Board (1/2)1) Helmut Dr. Frank Sabine U. Dr. Jutta Burkhard Gottschalk Czichowski Dietrich A. Dönges Keese Chairperson (until 2023) (until 2023) (until 2023) (until 2023) (until 2023) Career › DZ Bank AG › KfW Bankengruppe › bp Europe SE › Finanzagentur › Lloyds of London › Intl. Capital Markets › SEB AB › Allianz Deutschland AG highlights › KPMG Association (ICMA) › Goldman Sachs › Chairperson of DZ › Former Senior VP › Former Member of the › Member of the › CFO at Lloyds of Executive Bank AG Treasury of KfW incl. Board of Managing Executive Board of London › CEO of a cooperative other position at KfW Directors of bp Europe Finanzagentur › Former CFO of Allianz experience bank › Former Board Member › Former Director Risk › Executive positions at Deutschland AG of ICMA and Compliance at bp SEB & Goldman Sachs › Experienced in › In-depth knowledge of › Management › Knowledge of financial › Experience in finance responsible corporate capital markets and experience in global system, business and auditing of large governance due to financial management companies, models, regulation, international and capital long-standing career as › Long and successful understanding of supervision, resolution market-oriented CEO and supervisory career in the profitability and › Experience in financial companies Key competencies board member as well management of a business models investment banking, › Career in international 2) as chairperson national development › International career in esp. corporate and finance as CFO and & experiences › Profound knowledge of bank and supervisory change mangement sustainable finance and advisor of globally German banking sector bodies of international and global business capital markets, capital operating companies with focus on SME and entities and transformation management, financial › Knowledge in private clients organizations › Experience in risk restructuring transforming and › Successful monitoring › Profound knowledge of management, › Managment experience implementing digital and implementation of international and compliance, and supervisory board and customer oriented extensive strategies sustainable finance governance work business models › Apprenticeship banking › PhD at Free University › Studies of Engineering › PhD in Economics at › Degree in Economics Education professional of Berlin Sciences (Chartered Johann Wolfgang › Chartered accountant › Degree in Business Engineer) at Technical Goethe University › Chartered tax Administration University Berlin Frankfurt am Main consultant 1) Overview only includes shareholder representatives Commerzbank AG, Group Investor Relations, Frankfurt, June 2021 8 2) More detailed competence profiles can be found in the CVs on IR Website Corporate Supervisory Board Supervisory Board Board of Managing Remuneration of Governance Composition Remuneration Directors Managing Directors Composition of the Supervisory Board (2/2) Daniela Caroline Robin J. Dr. Gertrude Frank Mattheus Seifert Stalker Tumpel- Westhoff Gugerell (until 2023) (until 2023) (until 2023) (until 2023) (until 2023) Career › KPMG › Deutsche Telekom › adidas AG › European Central › DZ Bank AG highlights › Ernst & Young › Reliance Jio › Arthur Young (now Bank › Deutsche Bank AG Deutschland Ernst & Young) › Managing partner at › VP positions at › Former member of the › Former member of the › Former CRO at DZ Executive European Center for Deutsche Telekom Executive Board of Executive Board of the Bank AG Board Efficiency › Chief Brand & Design Adidas, responsible for European Central Bank › Regional Head of experience › Partner at EY Germany Officer at Reliance Jio Finance and Labour › Member of several Corporate Clients Relations Supervisory Boards › Proven corporate › Expert in platform › Supervisory board › Career in banking › Knowledge of the governance and board economics and experience due to supervision and European banking expert due to digitalisation current and previous supranational market longstanding career in › Comprehensive memberships in institutions › Experience in finance corporate governance experience in supervisory boards of › Experience in banking and risk management Key competencies and board services at transformation various global regulation and of large banks international audit firms management companies regulatory frameworks › Supervisory board & experiences › Knowledge about legal › Formative contributions › Expertise in financial › Experience in auditing practice as member frameworks for to the development of reporting, accounting, financial institutions and chairperson of international operating technical innovations in auditing, capital market and long-term strategic various companies companies telecommunication communication planning › Career in banking with › Experience in analyzing
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