• deviates it fromthem onlyin fewapoints: Code; Governance Corporate German the of dations 2017. November in made was laration at dec- latest The 2002. since found made all compliance of of declarations the be archive an also can is There declarations https://www.commerzbank.com. AG’s Commerzbank panies; com- individual the of websites the on published are Board sory Supervi- and Directors Managing of Board the by compliance of declarations These why. reasons the and are implemented being recommendations not individual which explain and com- with, being plied are and been have conduct the of regarding recommendations Commission the whether year every declare so do to law by required are that subsidiaries its and AG Commerzbank Governance Code Recommendations of the German Corporate withArt. 289fof the German Commercial (HGB).Code conjunctionin 315dArt. to pursuantcorporategovernanceon tion declara- the includes also report This AG. Commerzbank at tised prac- as governance corporate on below report we Code, ernance and the goals objectives pursues.it and Code Governance Corporate German the support expressly – Board Supervisory the and Directors Managing of Board the – we why is That creation. value sustainable at aimed control and ment manage- transparent and responsible of sense the in governance, corporate to importance great attached always has Commerzbank GermanCommercial Code(HGB) pursuant to Art. declarationcorporate governance on report Corporate and governance To ourShareholders procedure with the approval of the Supervisory Board. Howev- Board. Supervisory the of approval the with procedure of rules adopted has Directors Managing mem- of Board its The bers. to responsibilities of allocation the including tors, Direc- Managing of Board the of activities the regulate should procedure of rules that recommends Code the of 4.2.1 Section recommen- the of all virtually with complies AG Commerzbank Gov- Corporate German the of 3.10 section with accordance In requisite flexibility if changes are needed, thus ensuring an ef- an ensuring thus needed, are changes if flexibility requisite the with it provides This procedure. of rules the of purview the outside itself, members Board individual the among duties of allocation the determines Directors Managing of Board the er, 44 Non-Financial Report Non-Financial 44 to315 Art. HGBpursuant Details 40 Report Remuneration 27 report Corporate governance declarationand corporate on 21 Responsibility Corporate Art. 289f of the German Commercial the German of Code 289f Art. (HGB) in Art.pursuant conjunction to 315d with governance 315din conjunction Art.289fwith of the Management Report Management • • Directors are published on Commerzbank AG’s website at at website AG’s Commerzbank https://www.commerzbank.com. on published Managing are of Board Directors the of members various the of sibilities respon- specific the and Directors Managing of Board the for procedure of rules The process. the in included thus is and es, chang- all of informed is Board Supervisory The Directors. ing Manag- of Board the within responsibilities of division ficient ne te emn tc Croain c, h Supervisory the Act, Corporation Stock German the Under components. remuneration variable the determining for ters shouldtheresubsequentnochangesparame-bethe or goalsto thatrecommends Code the of 8 sentence (2) 4.2.3 section tors, Inrelation remuneration the to of Board the Managing of Direc- floorno applies if theprice should fall. that given especially performance, price share positive in ing notItbewould tion. appropriate scopecapto the participat- for achievementlong-termamount,agoalas remunera- elementof total the of calculation the after shares virtual the of per- formance the of risk the bear to intended are Directors Managing of Board the of members the system,remuneration concept the behind the Under limit. upper no has which out, paid be to amount the change thus and granted shares virtual of thenumber affect not do sustainability. period this ensure over price share to the in checks Changes various to subject cash, in outvirtual Commerzbank paid the sharesis value of the period, furthera12months of normally apply. At the waitingend of the period waiting a andretention five-yearperiod a which of most of respect this in shares, of Commerzbank virtual 50% in paid to is amount Up Institutions. for Ordinance muneration Re- the isunder calculated as remuneration fixed amount 1.4x at capped achievement goal total This goals. predefined on calculatesyearachievementtotalfinancialaamountgoal based aof end theafter Supervisoryremuneration,Board variable the of respect In amount. target uniform a with remuneration ble varia- plus salary annual basic fixed aare systemremuneration Bank’s the of elements core The disclosed. be should ponents com- remuneration variable their on limits upper the and tors Direc- Managing of Board the of members the of remuneration total the Code, the of 6 sentence (2) 4.2.3 section to According Risk Report Risk Report Financial Statements Statements Financial Further Information Information Further 21

Corporate Responsibility 22 Commerzbank Annual Report 2017

Board should agree the possibility of restricting the variable maintain the established practice at Commerzbank AG of in- remuneration of the Board of Managing Directors in exception- volving both employee and shareholder representatives in the al circumstances. It is entitled under this legislation to adjust selection of candidates for the Board of Managing Directors, the goals and other parameters for determining variable remu- two members of the Commerzbank AG Supervisory Board’s neration components in exceptional circumstances, to reasona- Nomination Committee are employee representatives. bly neutralise any positive or negative repercussions on the achievability of the goals; the cap on variable remuneration • Section 5.4.1 (2) sentence 2 of the Code recommends that the must be observed in all cases. Supervisory Board should set concrete objectives regarding its composition which, while taking into consideration the specific • Section 4.2.3 (3) of the Code recommends that in the case of situation at the company, take into account the international pension commitments to members of the Board of Managing activities of the company, potential conflicts of interest, the Directors, the Supervisory Board should define the intended number of independent members of the Supervisory Board benefit level – based on the length of their term of office – and pursuant to section 5.4.2 of the Code, a specified age limit for the annual and long-term expense for the company arising members of the Supervisory Board, a specified fixed limit on therefrom. Pension provision for the Board of Managing Direc- length of service on the Supervisory Board and diversity. The y t i

l tors is a contribution-based benefit scheme that does not speci- Supervisory Board of Commerzbank AG regularly sets specific i b i s n fy a particular level of benefits. Instead, each member of the targets for its composition, taking into account the criteria o p s e Board of Managing Directors has an entitlement to an annual listed in section 5.4.1 (2) sentence 2. However, it has not set a R e t a r pension module, the amount of which is determined as a fixed limit on the normal length of service on the Supervisory Board. o p r o percentage of that individual’s basic annual salary. This gives The Supervisory Board takes the view that continued service C the Supervisory Board a clear picture of the annual and long- frequently has to be decided in respect of the individual mem- term expense for the company, including the impact of actuari- ber: setting a fixed limit would result in an inappropriate re- al effects on pension provisions. The fact that a particular bene- striction. Differing lengths of service among the individual fit level is not defined, combined with the switch to a contribu- members of the Supervisory Board can also offer advantages in tion-based scheme, is in line with what is now common terms of diversity. business practice.

• Section 4.2.5 sentence 5 and 6 of the Code requires some of Suggestions of the German Corporate the information on board remuneration in the Remuneration Governance Code Report to be provided in standardised tables. However, the model tables in the Code do not take account of the require- Commerzbank AG also largely complies with the suggestions of ments of the Remuneration Ordinance for Institutions and are the German Corporate Governance Code, deviating from them in therefore not as suitable for financial institutions such as only a few points: Commerzbank AG. As a result, Commerzbank AG has decided not to implement this recommendation in its Remuneration • In a deviation from section 2.3.2, the proxy can only be reached Report 2017. Commerzbank AG has created its own tables up to the day prior to the Annual General Meeting. However, which provide clear and transparent information on its board shareholders present or represented at the Annual General remuneration system. Commerzbank AG has decided not to use Meeting are able to give their proxy instructions at the meeting the model tables in the Code alongside the tables created by it itself as well. or required under accounting rules, because this would un- dermine the clarity and comprehensibility of the Remuneration • In section 2.3.3, it is suggested that the Annual General Meet- Report it is aiming for. ing be broadcast in its entirety on the internet. Commerzbank AG broadcasts the speeches of the Chairman of the Supervisory • Section 5.3.3 of the Code recommends that the Supervisory Board and the Chairman of the Board of Managing Directors, Board establish a nomination committee made up exclusively but not the general debate. This liberates shareholders to dis- of shareholder representatives. Under Art. 25d (11) sentence 2 cuss matters freely with the management, without a wide-scale no. 1 of the German Banking Act, the nomination committee public broadcast. must support the Supervisory Board in identifying candidates to fill positions on bank management bodies. At Commerzbank AG, this task was formerly performed by the Presiding Commit- tee, which also includes employee representatives. In order to uevsr Bad hud prpitl rfet h international the reflect appropriately should Board Supervisory the of composition the situation, specific company’s the eration consid- into taking While whole. a as board the for expertise and Boardshouldconcrete set objectives and draw upskillsprofilea of visoryBoard, available online atwww.commerzbank.com. Super- the procedureof of rules the in found be can work mittees com- its and Board Supervisory the how on details Further Board. are tion provided 12 6 the pageson SupervisoryReport of of to the func- control and structure its on and committee this of work the on Details Report. Annual this of 15 to 13 pages on presented is of Board the with trust Managing Directors. of basis a on and closely cooperates it procedure; of rules its and Association of Articles the quirements, Supervisory re- legal with The accordance in responsibilities planning. its discharges Board succession long-term is there that ensures Directors, Managing of Board the with together and, tors Direc- Managing of Board the membersof dismisses and appoints BoardManagingtheofDirectors management its ItinBank. of the supervises and advises Board Supervisory AG Commerzbank The Supervisory Board Reportpageson 27 37.to Remuneration the in given are Directors Managing of Board the viewed on Commerzbank’s website https://www.commerzbank.com. be may procedure, which of rules its in detail greater specified in thisAnnual Report. TheworkBoardthe of Managing of Directors is responsibilitiesof its individual members are presented on page 5 of andsentatives corporate the bodies of other Group companies. repre- employee the bodies, corporate other AG’s Commerzbank with trust of basis a on cooperates It contracts. employment vant rele- the and guidelines internal procedure, of rules its sociation, As- of Articles the law, the with accordance in activities business Bank’s the conducts board The companies. group all over control exercisesgeneraland guidelines uniform of basis the on body tive execu- Group the as Group Commerzbank the manages Managing Directors of Board The place. in are measures control risk and managementriskefficient that sees it addition, In implementation. its ensures and Board Supervisory the with it discusses strategy, company’s the develops It creation. value sustainable of objective the with stakeholders, other and employees customers, holders, share-interests of accountthe into take must it so, doing In terest. in- best Bank’s the in Bank the managing independently for sible respon- is AG Commerzbank of Directors Managing of Board The Board of Managing Directors To ourShareholders The composition of the Supervisory Board and its committees its and Board Supervisory the of composition The of members the to paid remuneration the of details Extensive the and Directors Managing of Board the of compositionThe Section 5.4.1 (2) of the Code recommends that the Supervisory the recommends that Code the of (2) 5.4.1 Section 44 Non-Financial Report Non-Financial 44 to315 Art. HGBpursuant Details 40 Report Remuneration 27 report Corporate governance declarationand corporate on 21 Responsibility Corporate Art. 289f of the German Commercial the German of Code 289f Art. (HGB) in Art.pursuant conjunction to 315d with governance Management Report Management particular,andexpertise the SupervisoryBoard allthe haveshould In properly. duties its perform to able be to knowledge and ence experi- expertise, skills, necessary the have members its overall, followingconcrete objectives: lishedtheinCorporate Governance Report. pub- be should targets the implementing in Progress whole. a as fulfil seekingalso profile to the of skillsforandboard expertise the while targets and objectives Board’s Supervisory the of account take shouldAGM the to SupervisoryBoard the by proposedments co- the German for electedemployee representatives. account into the taken be of to need requirements legislation determination special The diversity. and board the on service of length normal the on limit a Board, visory Super- the of members for limit age an Code, the of 5.4.2 section toSupervisory Boardpursuantthe membersof independent of ber num- the interest, of conflicts potential company, the of activities to assessment.this to subject not are representatives employee The temporaryinterest. of not conflict significant, a to lead could that shareholder ling control- the with affiliated company a or shareholder controlling a bodies, corporate its company, the with relationship business or personala has she or he if independentconsidered not is member Board Supervisory a Code, the of 5.4.2 section Under members. these of names the and members shareholder independent of ber num-appropriatethe is BoardSupervisory the of view the in what on information provide also the should Report Code, Governance Corporate the of (4) 5.4.1 section with accordance In 2017. ber Decem- 31 at as implemented were responsibilities of profile the and composition its for Board Supervisory the by set targets All members. its and whole a as BoardSupervisory the of assessment regular the and AGM the to proposals election its in there out set requirements and targets the of account takes Board Supervisory The https://www.commerzbank.com. on at consulted be website may Commerzbank’s which body, a as board the for expertise and skills of profile detailed a resolvedhas Board Supervisory The independence. and integrity professionalism, personality, commit- ment, their to given be should consideration and reliable, be shouldMembersduties. performance their of the to time sufficient devote to able The be also procedures.should Board Supervisory the control of members internal and principles accounting of application the of experience and knowledge particular with bers mem- appointing on placed be also should Emphasis Group. bank Commerz- the of activities the given essential deemed experience The composition of the Supervisory Board should be such that,such be shouldBoard Supervisory the of composition The the approved has AG Commerzbank of Board Supervisory The appoint- the Code, the of (4) 5.4.1 section with accordance In Risk Report Risk Report Financial Statements Statements Financial Further Information Information Further 23

Corporate Responsibility 24 Commerzbank Annual Report 2017

Applying the above-mentioned criteria, all ten shareholder rep- The Supervisory Board also wants its members to have a suita- resentatives can be classified as “independent”, namely Klaus- ble range of educational and professional backgrounds and for the Peter Müller, Sabine U. Dietrich, Karl-Heinz Flöther, Dr. Tobias board to have at least one international member. The Supervisory Guldimann, Dr Markus Kerber, Dr. Stefan Lippe, Anja Mikus, Board also considers appropriate female representation when pro- Dr. Helmut Perlet, Nicholas Teller and Dr. Gertrude Tumpel- posing candidates to the Annual General Meeting for election. The Gugerell. Supervisory Board is keen to at least meet the statutory require- As 100% of the Supervisory Board members on the sharehold- ment of a minimum of 30% female representation. It must be er side are therefore independent, the Supervisory Board’s own borne in mind that the only way the Supervisory Board is able to assessment that the Board contains a suitable number of inde- influence its composition is by the candidates it proposes to the pendent members is well-founded. Annual General Meeting for election. The employee representa- In accordance with section 5.6 of the German Corporate Gov- tives on the Supervisory Board are also keen to at least maintain ernance Code, the Supervisory Board reviewed the efficiency of its the current percentage of female representation of 30% among work in financial year 2017 as part of the assessment required un- the employee representatives in the future. der Art. 25d (11) nos. 3 and 4 of the German Banking Act. The re- The Supervisory Board met all of the above-mentioned targets sults of the efficiency audit were presented to the plenary session in 2017. As at 31 December 2017, the Supervisory Board of y t i

l for discussion. The members of the Supervisory Board believe that Commerzbank AG included three international members and six i b i s n the board works in an efficient manner and to a high standard. women, of whom three were shareholder representatives. The o p s e Suggestions from members of the Supervisory Board have been percentage of women on the Supervisory Board is therefore 30% R e t a r and continue to be taken into account for future activities. at present. o p r o Under section 5.5.2 of the German Corporate Governance Code The situation in the Group companies is similar. Where re- C and Art. 3 (6) of the rules of procedure of the Supervisory Board, quired to by law, they have also set their own targets for the pro- each member of the Supervisory Board must disclose any conflicts portion of women on their supervisory boards. of interest. No member of the Supervisory Board declared such a conflict of interest during the year under review. Diversity policy and targets for the Board of Managing Details of the remuneration paid to the members of the Directors Commerzbank AG Supervisory Board are given on pages 37 to 39 The Nomination Committee of Commerzbank AG’s Supervisory of the Remuneration Report. Board assists the Supervisory Board in selecting applicants for positions on the Board of Managing Directors. It takes account of the balance and range of knowledge, skills and experience of all Diversity the board members, draws up a job description with an applicant profile and indicates the time requirements associated with the At Commerzbank AG and in the group companies, consideration is appointment. In making appointments to the Board of Managing given to diversity in the composition of the Board of Managing Directors, the Supervisory Board aims to increase diversity, par- Directors, appointments to management and in recommendations ticularly with regard to characteristics such as age, education and for the election of Supervisory Board members (sections 4.1.5, professional background and to raise the proportion of women. 5.1.2 and 5.4.1 of the Code). The aim is to reduce the risk of prej- The Supervisory Board also seeks to ensure that a reasonable udice and “groupthink”. In addition, diversity within the Board of range of educational and professional backgrounds is represented Managing Directors and Supervisory Board contributes to a on the Board of Managing Directors. broader range of experience and a greater bandwidth in terms of In terms of the proportion of women on Commerzbank AG’s knowledge, capabilities and expertise. Board of Managing Directors, for which the company is required by law to stipulate a target, the Supervisory Board has set a target Diversity policy and targets for the Supervisory Board of at least one female member by 31 December 2021. This target The Supervisory Board of Commerzbank AG consists of 20 mem- has already been met. bers. The target is that the Supervisory Board should always have Dr. Bettina Orlopp was appointed to the Board of Managing at least eight members elected by the Annual General Meeting Directors of Commerzbank AG with effect from 1 November 2017. who are independent (shareholder representatives) as defined in She is responsible on the board for the areas she has overseen as section 5.4.2 of the Code and not more than two former members Senior General Manager since May 2016: Compliance, Human of the Board of Managing Directors of Commerzbank AG. The Su- Resources and Legal. pervisory Board has set a regular age limit of 72 and is aiming for The proportion of women on Commerzbank AG’s Board of a broad range of ages within the board. Managing Directors is therefore 14.3% at present. of management below the Board of Managing Directors was 15%. male.Thismeanspercentage thatthe secondwomentheofin level rectorsconsisted 459people,ofwhomwere 390ofmale fe-and 69 thus was 12.2%asat 31December 2017. Directors Managing of Board the below management of level first the werein women of percentage 36 The female. whom5 and male of people, 41 of consisted Directors Managing statutory the framework. within targets own their set have companies Group individual the Instead, level. Group atmanagement of levels second and first the belowment the BoardofManaging Directorswas thus16.3%. manage- of level second the in women of percentage The female. 62 andmale were whom of 319 people, 381 ofconsisted Directors agingDirectors wastherefore 14.3%. Man- of Board the below management of level first the in women of percentage The female. 5 and male were 30 whom of people, 35 of consisted AGCommerzbank in Directors Managing of Board increasether thenumber of women managementin positions. fur- to whole a as Group the and Bank the for objective important 2021. December 31 is Commerzbank targetsAG therefore has itselfambitious set targets.It anis the achieving for deadline second. The the for 20% and level management first is the for target 17.5% The Germany. in AG Commerzbank of levels agement man- second and first representationthe in female for targets new under76(4) Art. of German the Stock Corporation Act. deadlineslaterall yearsperiodmaximumappliesAof fiveto 2017. June 30 than later no be must specified deadlines The 2015. ber Septem- 30 by documented and time first the for set be must lines dead- and targets the Act, Corporation Stock German the of Act Introductory the of (1) 25 Art. achieving with accordance for In targets. deadline these a and Directors Managing of Board the below management of levels two the at representation female for the targets set requires to AG Act Commerzbank of Corporation Directors Managing Stock of Board German the of (4) 76 Art. Targetsthefor first of management levels second and portion of women theiron management boards. pro- the for targets own their set also have they law, by to quired To ourShareholders Thesecond management levelbelowtheBoard Managing of Di- of Board the below level management first the Group, the In for targets set to not chose Directors Managing of Board The Managing of Board the below level management second The thebelow level management first the 2017, December 31 at As 2017,MayIn the Boardfull Managing of Directorstherefore set re- Where similar. is companies Group the in situation The 44 Non-Financial Report Non-Financial 44 to315 Art. HGBpursuant Details 40 Report Remuneration 27 report Corporate governance declarationand corporate on 21 Responsibility Corporate Art. 289f of the German Commercial the German of Code 289f Art. (HGB) in Art.pursuant conjunction to 315d with governance Management Report Management AnnualReport. thevarious of typesof risk.This appears 13499pageson to of this handling responsible Bank’s the on information providing report, performedby theauditor elected by theAnnual General Meeting. isaudit SupervisoryThe Board.the approved by Directorsand ing parent and statementscompany financial statements are prepared financialbytheBoard ofManag- Group The German Code. the of Commercial provisions the with accordance in prepared are company parent the AG Commerzbank of report management Code; and statements financial Commercial German the of ments require- additional the and (IFRS) Standards Reporting Financial Management Reportare prepared accordancein International with Group and statements financial Group The performance. earnings and position financial assets, net the of view fair and true a gives AG Commerzbank at and Group Commerzbank the in Accounting Accounting n te ie bsc nul aay o mmes f h Bad of Board the of Managing Directors. members for salary annual basic fixed the and system remuneration variable the of principles the approved ing Meet- GeneralAnnual 2015 The Directors.Managing of Board the vote onto approval the remunerationof the system membersfor of Stock German the of opportunityAnnualGeneral thethe Meeting CorporationAct, gave (4) 120 Art. under permitted is as Board, vote.one to holder the entitles share Each agreements.transfer loss and profit capital-raisingundertake measures approvesand conclusion theof anyamendments toArticles the of Association. and auditors the of appointment the Board, Supervisory the and DirectorsManaging of Board the of actions the approvesand any) (if profit distributable of appropriation the upon decides It year. a once place takes shareholders of Meeting General Annual The communication Shareholder relations, transparency and International FinancialReporting Standards(IFRS). with accordance in prepared also are statements financial interim These reports. quarterly two in as well as report semi-annual the of form the in year financial the during business of course the on hrhles n tid ate rcie diinl information additional receive parties third and Shareholders risk detailed a includes also Report Management Group The In 2015, the Board of Managing Directors and the Supervisory the and Directors Managing of Board the 2015, In to Directors Managing of Board the authorises it necessary, If Risk Report Risk Report Financial Statements Statements Financial Further Information Information Further 25

Corporate Responsibility 26 Commerzbank Annual Report 2017

The 2015 Annual General Meeting also voted on the ratio of Commerzbank AG informs the public – and consequently share- variable to fixed annual remuneration for members of the Board of holders as well – about the Bank’s financial position and earnings Managing Directors pursuant to Art. 25a (5) sentence 5 of the performance four times a year. Corporate news items that may affect German Banking Act and approved an increase in the cap on vari- the share price are also published in the form of ad hoc releases. able annual remuneration for members of the Board of Managing This ensures that all shareholders are treated equally. The Board of Directors of Commerzbank AG to 140% of the respective fixed Managing Directors reports on the annual financial statements and annual remuneration set from 2015 onwards. the quarterly results in press conferences and analysts’ meetings. The Bank’s shareholders may submit recommendations or oth- Commerzbank increasingly uses the possibilities offered by the in- er statements by letter or e-mail, or may present them in person. ternet for reporting purposes, offering a wealth of information about The Bank’s head office quality management unit is responsible for the Commerzbank Group at https://www.commerzbank.com. Mate- dealing with written communication. At the Annual General Meet- rials including the Commerzbank Articles of Association and the ing, the Board of Managing Directors or the Supervisory Board rules of procedure of the Board of Managing Directors and the Su- comment or reply directly. At the same time, shareholders may pervisory Board are available online. The financial calendar for the influence the course of the Annual General Meeting by means of current and the forthcoming year is also published in the Annual countermotions or supplementary motions to the agenda. Share- Report and on the internet. This contains the dates of all significant y t i

l holders may also apply for an Extraordinary General Meeting to be financial communications, notably the annual press conference and i b i s n convened. The reports and documents required by law for the An- analyst conferences and the date of the Annual General Meeting. o p s e nual General Meeting, including the Annual Report, may be down- R e t a r loaded from the internet, and the same applies to the agenda for We feel an obligation to communicate openly and transparently o p r o the Annual General Meeting and any countermotions or supple- with our shareholders and all other stakeholders. We intend to C mentary motions. continue to meet this obligation in the future. qa mnhy ntlet. h nnmntr eeet mainly elements non-monetary The instalments. monthly equal i.e. amount, this times 1.75 receives Directors Managing of Board the of Chairman The tors. Direc- Managing is of Board the of salary members ordinary for annual thousand basic The elements. non-monetary and Thefixed remuneration components include thebasic annual salary Fixedremuneration components fixed remuneration.of 140% ofremuneration variable for limit upper an and system tion remunera- the approved Meeting General Annual 2015 The vals. inter- two-yearly regular at checked is remuneration variable the and salary annual basic fixed targetthe of appropriateness The uniform amount. a with remuneration variable plus salary annual basic fixed a are system remuneration the of elements core The featuresMain thecurrent of remuneration system InstitutionsofAugust4 2017. for Ordinance Remuneration the of version revised the with line into it bring to system remuneration the amend will Board visory Super- the 2018 year financial of course the Over 2014. and years2013 financial from components) (LTI components muneration re- long-term the to applies still this present At Report. neration Remu- 2014 the in described is which system, that of rules the by exclusively governed be to continue 2015 January 1 by full in out However,thecomponents of the old thatsystembeenpaid measurement.had not success of respect in clarity its and transparency Thesystem tions. alsoneededto as improveso to simplified, be its and/or Institu- for OrdinanceRemuneration the and Act new Banking German with the IV, Directive line Requirements Capital the into under rules Directorsamended Managing of Board the ofremuneration the becomebring to system new had a introduce to necessary It 2015. January 1 since force in been has it 2014; December in Directors Managing of Board the of members the for system remuneration current the ratified Board Supervisory The Directors Remuneration system for the Board of Managing Directors Managing of Board ternationalFinancial Reporting Standards (IFRS). In- the of requirements the with complies and Code Governance GermanCorporate the recommendations of the follows report This agementReport. Man-Groupthe of partalso is RemunerationReportfollowing The Remuneration Report To ourShareholders 44 Non-Financial Report Non-Financial 44 to315 Art. HGBpursuant Details 40 Report Remuneration 27 report Corporate governance declarationand corporate on 21 Responsibility Corporate Art. 289f of the German Commercial the German of Code 289f Art. (HGB) in Art.pursuant conjunction to 315d with governance ř ,1,0. hs s aal i 12 in payable is This 1,312,500. Management Report Management ř 750 et o te ru, h dprmn ad h idvda perfor- individual the and department the Group, the for ment achieve- Goal targets. performance individual of achievement the (iii) and responsible, is question in Directors Managing of Board the of member the which for functions) shared and/or (segment department the by achievement target (ii) Group, Commerzbank the by achievement target EVA(i) by determined is remuneration variable Theyear. financial each of start the at Board Supervisory nerationcomponent linked the to achievementoftargets setby the remu- variable uniform a for provides system remuneration The remuneration) Performance-relatedremuneration (variable components scribedseparateain section below. de- and agreements pension in down set are which ar- rangements, pension company to entitled also are Members thereon. tax the as well as insurance), (accident contributions insurance and measuresdriver,security with car company a of use the of consist • • Managing Directors: of Board the of members the for targets sets Board Supervisory setting Target arereduced, asthese are both Directors included theinfixed remuneration. Managing of Board the of pension members company for arrangements the for cost service the or benefits non- monetary if happen can This remuneration. variable to fixed of maximum ratio the with comply to necessary is this if amount target 100 of achievement and Directors ř amount Target member’sa of target amount. 150% of maximum a at capped therefore is amount achievement the multiplying goaltotal targetTheamount. by the achievementby level overall goal at arrived is amount achievement goal total goal overall however, 200%; achievementfrom these three components limitedis150%.toThe and 0% between be can mance ,0,0 fr h odnr mmes f h Bad f Managing of Board the of members ordinary the for 1,000,000 bersBoard of the Managing of Directors. mem- the for targets qualitative and/or quantitative individual targets Individual percentage. what to corresponds attainment target of level what termines responsiblede- andis Managingquestion Directors inBoardof the of member a which for departments the and Group the for choosemay it that measures(EVA)other added or value nomic targets Company Risk Report Risk Report Bfr te einn o ec fnnil er the year, financial each of beginning the Before ř h tre aon fr aibe eueain is remuneration variable for amount target The ,2,4 fr h Cara, ae o goal on based Chairman, the for 1,628,640 . h Sprioy or my eue the reduce may Board Supervisory The %. The Supervisory Board sets targets for eco- for targets sets Board Supervisory The Te uevsr Bad lo es specific sets also Board Supervisory The Financial Statements Statements Financial Further Information Information Further 27

Corporate Responsibility 28 Commerzbank Annual Report 2017

Target achievement Following the end of each financial year, the Long-Term Incentive (LTI) The remaining 60% of the variable Supervisory Board decides on the extent to which the targets were remuneration takes the form of a Long-Term Incentive. Entitle- achieved. Measurement of target achievement for company targets ment to the LTI arises only after the end of a five-year retention is based 70% on the Group’s business success and 30% on the period and subject to a retrospective performance evaluation. The results and target achievement of the department for which the retrospective performance evaluation can result in the LTI being member in question is responsible. These measurements are over reduced or cancelled completely. This mainly applies when facts a three-year period, with achievement of the company targets for subsequently emerge which reveal that the original calculation of the financial year in question given a 3/6 weighting, the previous target achievement was incorrect, or the Bank’s capital adequacy year 2/6 and the year before that 1/6. A transitional arrangement has significantly deteriorated due to circumstances related to that applies to the first two years for newly appointed members of the financial year. This would also apply if there had been a significant Board of Managing Directors. The results of the three-year failure in risk management in that financial year at Group level or achievement of the company targets are then multiplied by a fac- in a department for which the member is responsible, or if the tor of between 0.7 and 1.3, which is dependent on the achieve- Bank’s financial position at the time of the retrospective perfor- ment of the individual targets of the member of the Board of Man- mance evaluation or at the end of the ensuing waiting period pre- aging Directors. 0.7 corresponds to individual target achievement cludes payment. The LTI element resulting from the retrospective y t i

l of 0% (minimum), 1.0 to individual target achievement of 100% performance evaluation is payable half in cash and half after a fur- i b i s n and 1.3 to individual target achievement of 200% (maximum). For ther 12-month waiting period, also in cash but share-based. As o p s e intermediate values, the Supervisory Board defines the factors in with the share-based part of the STI, this half is linked to the per- R e t a r increments when setting the targets. Variable remuneration will formance of the Commerzbank share since the end of the financial o p r o only be applied if the Group achieves a profit before taxes and year in respect of which the LTI was awarded. The share-based C non-controlling interests according to IFRS. half of the LTI therefore reflects the performance of the Commerz- The Supervisory Board may resolve to reduce or cancel the var- bank share during the five-year retention period and the subse- iable remuneration if necessary, for example to take account of the quent waiting period. Bank’s risk-bearing capacity or ability to ensure that it can main- tain or rebuild sufficient capital or liquidity resources over the long Remuneration for serving on the boards of consolidated term or to safeguard its ability to meet the capital buffer require- companies ments of the German Banking Act. If predefined levels are not met, The remuneration accruing to an individual member of the Board the Supervisory Board must cancel the variable remuneration. The of Managing Directors from serving on the boards of consolidated Supervisory Board must also cancel the variable remuneration of a companies counts towards the total remuneration paid to that member of the Board of Managing Directors if said member has member of the Board of Managing Directors. committed a serious breach of duty during the financial year in question up to the determination of target achievement. Pension provision Rules for members of the Board of Managing Directors in office Short-Term Incentive (STI) 40% of the variable remuneration in 2011 The occupational pension scheme adopted in 2011 by takes the form of a Short-Term Incentive. Entitlement to the STI the Supervisory Board for members of the Board of Managing Di- arises upon determination by the Supervisory Board of the total rectors contains a contribution-based defined benefit for members target achievement amount for variable remuneration and its noti- of the Board of Managing Directors in office at the time. fication to the member of the Board of Managing Directors. Half of Each member of the Board of Managing Directors receives a the component is payable in cash, the other half is payable after a credit of a pension module to their pension account every year 12-month waiting period, also in cash but share-based. This half is until the end of their appointment as such. The pension module for linked to the performance of the Commerzbank share since the a calendar year is calculated by converting the relevant annual end of the financial year in respect of which the STI was awarded. contribution into an entitlement to a retirement, disability and sur- viving dependants’ pension. The pension account represents the retirement pension entitlement the member of the Board of Man- aging Directors has accrued. Since 2015, increases in the fixed annual salary only increase the pension module if resolved by the Supervisory Board. viving spouse or partner. or spouse viving sur- a of pension dependant’s surviving the of limit overall mum maxi- a to subject Directors, Managing of Board the the of of member entitlement pension the of each 25% to amounting pen- sion orphan’s an to entitled are education full-time in still dren chil- or minors partner, or spouse dependant’s surviving a surviving to paid no is pension If Directors. Managing of Board the of member the of entitlements pension the of 2/3% 66 is partner reached. is age that until 50% of rate a at entitlement pension the from deducted be will activities other reached from income yet earned not birthday, 62nd has their and pension retirement early an receives Directors Managing of Board the of member a If misconduct. of to event the in especially unable reduced, be can pay permanently transitional The work. are they or birthday 62nd their after or on Board the leave they if pay transitional of for form a as months six salary basic pro-rata their receive to continue will Directors talisationrate based onage the oftheBoard member. capi- a using calculated is out paid amount the case, this In sion. pen- ongoing an of instead lump-sum instalments annual a nine receive or payment to elect can Directors Managing of Board amountmonthly supplementedis anbyadditional amount. bereduced toreflect the fact that thepayments are starting earlier. start.benefits pension the when account pension the in amount the of twelfth a benefitsvested that theyhave already accrued retained.is to entitlement any due, become benefits pension the before Bank • • • followingconditions, provided their term of officehas ended: the to subject pension, life-long a of form the in benefit tirement To ourShareholders The surviving dependants’ pension for a surviving spouse or or spouse surviving a for pension dependants’ surviving The Managing of Board the of members pension, their of Instead the of members 62, of age the reaching after retire they If the 55, of age the before taken is pension disability the If willpensionretirementearlypension, thecalculating theWhen as calculated is pensionretirement the of amount monthly The the leaves Directors Managing of Board the of member a If work.to unablepermanentlyBoardtheis memberif pension disability a has (iii) or birthday, 58th servedleast 15at yearson the BoardManaging of Directors, or their reached has and Directors has Managing Boardof the on years 10 least at servedhasmember member Board the (i) Board the (ii) or 65th, their not but birthday62nd reached their if pension retirement early an orday, birth- reached65ththeirmemberhas the old-age pension ifan re- a receives Directors Managing of Board the of member A 44 Non-Financial Report Non-Financial 44 to315 Art. HGBpursuant Details 40 Report Remuneration 27 report Corporate governance declarationand corporate on 21 Responsibility Corporate Art. 289f of the German Commercial the German of Code 289f Art. (HGB) in Art.pursuant conjunction to 315d with governance Management Report Management tionship until pension benefits start to be paid out, each member each out, paid be to start benefits pension until tionship benefitsvested that theyhavealready accrued retained.is to entitlement any due, become benefits pension the before Bank • • • of officeterm has ended: their provided conditions, following the to subject sum, capital a of form the in benefitretirement a receivesDirectors Managing of Boardthe ofmember A benefits.pension company forplan capital Commerzbank the to accordingdefined was effect into came sions provi- new the after appointed Directors Managing of Board the effect into came new provisions the after appointed were who members Board for Rules h vrul utd acut n h vle ae r h sm f the which- amount,additional any of andaccount pension the in sum amount the or date value the on account custody virtual the inamount the corresponds whichto capital, dependants’ the ceive re- to entitled are dependants their due, become benefits pension misconduct. of per Themonth. transitionalpay can be reduced, especially salaryin the event annual basic fixed their of one-twelfth of pay sitional tran- receive will Directors Managing of Board the of member the Directorsmay elect receiveto life-longpension.a Managing of Board the of member the payment, lump-sum the to alternativean As less. is accountcustody virtual the in amount the where payment, the capital minimum in the represents account amount pension the rules, these Under higher. is whichever out, paid be to start benefits pension the when account pension the in amount the or account custody virtual the in amount the to spond placedvirtualain custody account. pension until benefitsthe start to paidbeout. basis annual an on Directors Managing of Board the of member the of account pension the to credited is year previous the of end the at account pension the in amount the of 2.5% additional an birthday,61st theirreaching Uponaccount. pension a in managed are modules annual the leaves, Directors Managing of Board the of member the Until Board.Supervisory the by resolved if module annual the increase only salary annual fixed the in increases 2015 since too, system this Under factor.conversion age-dependent an by multiplied contribution), (annual salary annual basic fixed the of 40% to rulesequating module annual an credited newis effect into came the after joining Directors Managing of Board the of o ec clna ya drn te urn epomn rela- employment current the during year calendar each For the leaves Directors Managing of Board the of member a If they arepermanently unable towork before their62nd birthday. retirementcapital), or (earlybirthday 65th their not but 62nd their reached have they have they reached 65th their birthday (retirement capital), or If a membera If of the BoardManaging of Directors beforedies the Forfirstmonthstwoafterthebecomebenefitsthe pension due, corre-retirementcapitalwill early the retirement orcapital The and funds investment in invested is contribution annual The Risk Report Risk Report Financial Statements Statements Financial Pnin rvso fr ebr of members for provision Pension Further Information Information Further 29

Corporate Responsibility 30 Commerzbank Annual Report 2017

ever is higher. An additional amount is payable if, at the time when ceiving a pension, a surviving spouse or partner receives a surviv- pension benefits became due through inability to work or at the ing dependant’s pension of 60% of the pension last paid to the time of death, the Board member had served at least five consecu- member. tive years on the Bank’s Board of Managing Directors and had not The table below shows the annual pension entitlements at pen- yet reached their 55th birthday. If the member of the Board of sionable age of 62 for active members of the Board of Managing Managing Directors has exercised the option in favour of a pen- Directors on 31 December 2017, the corresponding actuarial net sion, in the event of their death as a prospective member the sur- present values on 31 December 2017, the service costs for 2017 viving spouse or partner receives a surviving dependant’s pension contained in the net present value, and comparable amounts for calculated based on the retirement capital using actuarial rules. If the previous year: the member of the Board of Managing Directors was already re-

ř1,000 Pension entitlements Net present values of Service costs Projected annual pension at pension entitlements pensionable age of 62 As at 31.12. As at 31.12. Martin Zielke 2017 237 5,999 1,095 y t i l i 2016 194 4,967 833 b i s n Martin Blessing1 2017 – – – o p s e 2016 332 7,706 171 R e t

a Frank Annuscheit 2017 224 5,525 536 r o p r 2016 202 5,035 454 o C Markus Beumer2 2017 – – – 2016 187 4,011 352 Dr. Marcus Chromik3 2017 434 682 342 2016 234 344 306 Stephan Engels 2017 1094 1,945 321 2016 954 1,606 311 Michael Mandel5 2017 324 519 329 2016 134 193 175 Dr. Bettina Orlopp6 2017 34 56 56 2016 – – – Michael Reuther 2017 258 6,711 569 2016 236 6,165 497 Total 2017 21,437 3,248 2016 30,027 3,099

1 Martin Blessing’s term of office as Chairman and member of the Board of Managing Directors ended Details of remuneration of the Board of Managing Directors on 30 April 2016. 2 Markus Beumer’s term of office as a member of the Board of Managing Directors ended on 31 October 2016. 3 Dr. Markus Chromik was appointed as a member of the Board of Managing Directors from 1 January 2016. 4 Capital sum annualised. 5 Michael Mandel was appointed as a member of the Board of Managing Directors from 23 May 2016. 6 Dr. Bettina Orlopp was appointed as a member of the Board of Managing Directors from 1 November 2017.

The assets backing these pension obligations have been transferred member continues to receive the basic annual salary and variable under a contractual trust arrangement to Commerzbank Pension- remuneration – subject to Art. 615 sentence 2 of the German Civil Trust e. V. Code (offsetting of remuneration otherwise acquired) – beyond the As at 31 December 2017, defined benefit obligations for mem- end of employment until the end of the original term of office. bers of the Commerzbank Aktiengesellschaft Board of Managing From the moment the term of office is ended, the average target Directors active in 2017 totalled ř21.4m (previous year: ř30.0m). achievement of the other members of the Board of Managing Directors for the year in question will be used for target achieve- Rules for termination of office If the term of office of a member ment. The variable remuneration also remains subject to the rules of the Board of Managing Directors is effectively terminated, the of the remuneration system, including the retrospective perfor- following applies: mance evaluation. If the term of office of a member of the Board of Managing If, in the case of premature termination of the term of office, Directors ends prematurely, the employment contract usually ex- the contract of employment ends for reasons other than the linking pires six months later (linking clause). In this case, the Board clause described above, the fixed basic annual salary will continue 1 1 agingDirectors. Man- of Board the of member a as work their of respect in review underyear the inparties fromthird payment pay- ofpromises or ments received Directors Managing of Board the of members No Other respectof previous yearsshall not payable.be in out paid yet notremunerationvariable and endedoffice of term variabletheremunerationwhich induty,the year breach thefor of serious a of because terminated is office of term the If ends. fice of- of term the which in month the of end the from salary annual basic fixed the to applies same the cases, these both In Bank. the by accepted cause good without mandate his/her resigns rectors Di- Managing of Board the of member a where applies same The office. of termhis/her of year last theremuneration for variable no receiveDirectorswill Managing Boardof the member of the Code, Civil German the of 626 Art. to pursuant contractemployment the of terminationextraordinary for apply conditions the appointment two exceed not may annualyears’ remuneration office of term the of termination effective Directorsstarts receiveto pension payments. This office. of Managing of Board term the of member the as originalsoon as ceases payment the of end the after months six of period a for salary annual basic her or his receive to continue will Directors Managing of Board the of de- member as the clause above, linking scribed a of result a as ends employment of tract con- the if or Code, Civil German the of 626 Art. of meaning the within cause good being there without office, of term current the rospectiveperformance evaluation. remains ret- the including system,remuneration also the of rules the remunerationto subject variable the too, case this In cable. appli- where basis pro-rata a on reduced is office in year final the for remuneration variable The unaffected. remains employment of contract the of termination the to prior years financial for cated communi-remunerationvariable The employment. of contract the of end the until pro-rataapplicable–wherebasis a on paid– be to To ourShareholders termination of the term term ofthe office.of termination insurance premiumsand (accident insurance)) the variableplus average compensation notified three the for previousbefore financial years withcar a theis basic driver, companysalarycompany the (inuse including twice benefits annual of particular cap The security measures If upon termination of a term of office or non-extension of an of non-extension or office of term a of termination upon If the after time the for payments specified the cases, these all In of expiry upon extended not is employment of contract the If 44 Non-Financial Report Non-Financial 44 to315 Art. HGBpursuant Details 40 Report Remuneration 27 report Corporate governance declarationand corporate on 21 Responsibility Corporate 1 Art. 289f of the German Commercial the German of Code 289f Art. (HGB) in Art.pursuant conjunction to 315d with governance (cap). Management Report Management aaig ietr. omrbn hs eie nt o s the clari- theundermine would this becauseCode, the in use tables model to not decided has Commerzbank Directors. Managing Boardof the membersof remunerationforits systemon formation in- comprehensible and transparentprovide which tables, own its designed has Bank the Commerzbank, as such institutions for ble suita- less are the hence andInstitutions, Ordinancefor Remuneration of specificities the of account take not do Code Governance remuneration. variable multi-year and one-year and benefits company neration, remu- fixed intodown broken be should ThisDirectors. Managing of Board the of member each reported for be should review under year the for made) payouts (actual made allocation the and view re- under year the for granted benefits the Code, Governance rate Corpo- German the of edition 2017 February 7 the of 4.2.5 Under German Corporate Governance Code Managing Directors in accordance with the Details of remuneration of the Board of tion tion or benefit the tables. alloca- the either in again shown nottherefore is expense Pension column. cost service the in table above the in shown is ManagingDirectors of Board the of members individual the for provision performanceevaluation.spectivepension pension expenseforThe retro- a to subject and period retention five-year a of end the ter af- only arises Long-Term Incentive, the portion, long-term the to Entitlementterm. short the in i.e. period, waiting12-month a shares after of form the in half and year financial the of end the after cash in half out paid is This system. remunerationcurrent the der un- IncentiveShort-Term the is remuneration short-term Variable appointment. their of years second and first the in Directors ing ar- transitional a Manag- of Board the to of members appointed newly due for rangement are exceptions only The years. three ofperioda achievement targetsovercompany of the includes larly regu- remuneration variable total the because is This muneration. re- long-term and short-term between instead but remuneration, variable multi-year and one-year between distinguish longer no the Unlike Act. Corporation belowtables allocation Stock and benefit year,the lastbothpresentation the of 161 Art. to pursuant compliance of declaration its in this stated also Commerzbankfor. aiming is it Report Remuneration the of comprehensibility and ty s h mdl als eomne b te emn Corporate German the by recommended tables model the As Risk Report Risk Report Financial Statements Statements Financial Further Information Information Further 31

Corporate Responsibility 32 Commerzbank Annual Report 2017

The following tables show the actual allocations in 2017 with for 2017 and for which all the parameters are fixed at the end of the figures from the previous year for comparison for each indi- the year, is shown as an allocation for 2017 even though the actual vidual member of the Board of Managing Directors. The allocation payment is not made until 2018. Equally, the STI 2016 paid out in “for” the year means for example that the STI 2017 paid in cash cash in 2017 is shown as an allocation for 2016.

Allocation Martin Zielke Martin Blessing Frank Annuscheit ř1,000 Chairman former Chairman Chief Operating Officer (since 1 May 2016) (until 30 April 2016) 2017 2016 2017 2016 2017 2016 Basic salary 1,313 1,125 – 438 750 750 Accessory considerations 129 118 – 101 92 124 Sub-total 1,442 1,243 – 539 842 874 Short term variable remuneration 415 284 238 242 273 224 STI 2014 in virtual shares (up to Q1/2016) – 96 – 168 – 100 y t

i STI 2015 in virtual shares (up to Q1/2017) 128 – 238 – 115 – l i b i s STI 2016 in cash – 188 – 74 – 124 n o p s e STI 2017 in cash 287 – – – 158 – R e t

a Long term variable remuneration 178 73 311 0 182 70 r o p

r 1

o LTI 2013 in cash (up to 31.12.2016) – 73 – 0 – 70 C LTI 2014 in cash (up to 31.12.2017) 178 – 311 – 182 – Total 2,035 1,600 549 781 1,297 1,168

1 Martin Blessing, former Chairman of the Board of Managing Directors, waived all entitlement to variable remuneration for 2012 and 2013.

Allocation Markus Beumer Dr. Marcus Chromik Stephan Engels ř1,000 Mittelstandsbank Chief Risk Officer Chief Financial Officer (until 31 October 2016) (since 1. January 2016) 2017 2016 2017 2016 2017 2016 Basic salary – 625 750 750 750 750 Accessory considerations – 69 71 84 122 114 Sub-total – 694 821 834 872 864 Short term variable remuneration 107 164 186 118 285 215 STI 2014 in virtual shares (up to Q1/2016) – 89 – – – 89 STI 2015 in virtual shares (up to Q1/2017) 107 – – – 115 – STI 2016 in cash – 75 – 118 – 126 STI 2017 in cash – – 186 – 170 – Long term variable remuneration 169 64 – – 169 64 LTI 2013 in cash (up to 31.12.2016) – 64 – – – 64 LTI 2014 in cash (up to 31.12.2017) 169 – – – 169 – Total 276 922 1,007 952 1,326 1,143 of 100% of wereshown. thefor financialpast thanyearif a hypothetical targetachievement remunerationvariable the of respect in meaningful moretherefore is and Directors Managing of Board the of members the of ment achieve- target actual the account into takes table The Directors. Managing of Board the of member each for shown are Board ry Superviso- the by set amounts achievement goal total the Instead, comparableamediumprobability100%,orfigure a inscenario. is achievement target if value the i.e. value, target the as shown not is granted remuneration variable the granted, benefits for Code Managing Directors. of Board the of member individual each for neration remu- variable total of amounts maximum and minimum the and remuneration variable of portions long-term and short-term the set, amount achievement goal total the of amount the in neration remu- variable and benefits) company and salary (basic neration remu- fixed comprising benefits, the shows table following The To ourShareholders Total Total remuneration variable term Long remuneration variable term Short Sub-total considerations Accessory salary Basic ř Allocation 1,000 LTI 2014 in cash (up to 31.12.2017) 31.12.2017) to (up cash in LTI2014 31.12.2016) to (up cash in LTI2013 cash in 2017 STI cash in 2016 STI Q1/2017) to (up shares virtual in 2015 STI Q1/2016) to (up shares virtual in 2014 STI nie h mdl al o te emn oprt Governance Corporate German the of table model the Unlike 44 Non-Financial Report Non-Financial 44 to315 Art. HGBpursuant Details 40 Report Remuneration 27 report Corporate governance declarationand corporate on 21 Responsibility Corporate Art. 289f of the German Commercial the German of Code 289f Art. (HGB) in Art.pursuant conjunction to 315d with governance Management Report Management (since 23 May 2016) 2016) May 23 (since Business Customers Customers Business 1,022 1,022 2017 2017 Private and Small- and Private 170 170 170 852 102 750 Michael Mandel Mandel Michael – – – – – – – in changesin inamounts the paid out. bankshare pricecompared conversion the pricetherefore to result Commerz- the in changes Any share-based. is remuneration ble varia- the of half correctly.Secondly, calibrated this originally not was that indicates hindsight if evaluation performance spective retro- the at LTI the to relating portion the reduce may Board ry Superviso- the Firstly, out. paid subsequently amount theany as same necessarily not is amount achievement goal total The for2017. Directors Managing of Board the of members individual the of remuneration variable for amounts achievement goal total the 2017.for data the with comparability allow to method this to adjusted been remunerationhave2016 comparisonfor figures share-based.Theis components the of half case, each In (LTI). remuneration able vari- long-term to relate 60% shown, values maximum and imum min- the and amount achievement goal total the Of (STI). neration remu- variable short-term to relate 40% shown, values maximum t t meig n Fbur 21 te uevsr Bad set Board Supervisory the 2018 February 7 on meeting its At and minimum the and amount achievement goal total the Of 2016 2016 590 590 514 456 Risk Report Risk Report 76 76 76 58 – – – – – – – Group Human Resources, Human Group (since 1 November 2017) November 1 (since Group Compliance, Group Orlopp Bettina Dr. 2017 2017 175 175 145 125 30 30 30 20 – – – – – – – Financial Statements Statements Financial Group Legal Group 2016 2016 – – – – – – – – – – – – – 1,305 1,305 2017 2017 Corporate Clients, Corporate 174 174 174 128 123 251 880 130 750 Further Information Information Further Michael Reuther Michael Group Treasury Group – – – – 1,140 1,140 2016 2016 102 102 195 875 125 750 70 70 70 93 – – – – 33

Corporate Responsibility 34 Commerzbank Annual Report 2017

Benefits Fixed Variable remuneration Benefited remuneration total remu- neration2 ř1,000 Basic Acces- Short term Long term Total goal salary sory achievement conside- amount rations1 STI in STI in LTI in LTI in min max3 cash virtual cash virtual shares shares Martin Zielke 2017 1,313 129 287 287 430 430 1,433 0 2,443 2,875 20164 1,125 118 188 188 282 282 939 0 2,130 2,182 Martin Blessing 2017 – – – – – – – – – – 20165 438 101 74 74 111 111 369 0 816 908 Frank Annuscheit 2017 750 92 158 158 237 237 790 0 1,500 1,632 2016 750 124 124 124 186 186 620 0 1,500 1,494 Markus Beumer 2017 – – – – – – – – – – y t i 6 l

i 2016 625 69 75 75 113 113 375 0 1,250 1,069 b i s n Dr. Marcus Chromik 2017 750 71 186 186 279 279 930 0 1,500 1,751 o p s e

R 2016 750 84 118 118 177 177 590 0 1,500 1,424 e t a r Stephan Engels 2017 750 122 170 170 255 255 850 0 1,500 1,722 o p r o 2016 750 114 126 126 188 188 628 0 1,500 1,492 C Michael Mandel 2017 750 102 170 170 255 255 850 0 1,500 1,702 20167 456 58 76 76 114 114 380 0 729 894 Dr. Bettina Orlopp 20178 125 20 30 30 44 44 148 0 250 293 2016 – – – – – – – – – – Michael Reuther 2017 750 130 128 128 192 192 640 0 1,500 1,520 2016 750 125 102 102 153 153 510 0 1,500 1,385 Total 2017 5,188 666 1,129 1,129 1,692 1,692 5,641 0 10,193 11,495 2016 5,644 793 883 883 1,324 1,324 4,411 0 10,925 10,848

1 Non-monetary benefits granted, tax due on non-monetary benefits and employer contributions to the BVV occupational retirement fund are shown under company benefits. 2 Total remuneration does not include pension expense. This is shown in the section on pension provision. 3 Maximum amount in the relevant year, i.e. excluding any rise in the share price for share-based remuneration. 4 Martin Zielke was appointed as Chairman of the Board of Managing Directors from 1 May 2016. 5 Martin Blessing’s term of office as Chairman and member of the Board of Managing Directors ended on 30 April 2016. 6 Markus Beumer’s term of office as a member of the Board of Managing Directors ended on 31 October 2016. 7 Michael Mandel was appointed as a member of the Board of Managing Directors from 23 May 2016. 8 Dr. Bettina Orlopp was appointed as a member of the Board of Managing Directors from 1 November 2017. reflect variable remuneration set by the Supervisory Board for the for Board Supervisory the by set remuneration variable reflect not does disclosure The Code. Governance Corporate German the on based table the in shown grantedremuneration the with pared • • • different to figuresare: lead that differences main The in- rules. 17 special volves DRS under reporting because is This Code. Governance Corporate German the on based above reported those from differ accordancein below rules with the TheDRSamounts 17. of shown shown is Directors Managing of Board the of remuneration The Reporting Standard no. 17 (DRS 17) Managing Directors pursuant to German Details of remuneration of the Board of To ourShareholders oa rmnrto udr R 1 cno teeoe e com- be therefore cannot 17 DRS under remuneration Total not was it as granted2017.in Code, Governance Corporate German the on benefitsbasedtable shownthe in not This is 2014. yearnancial fi- from components LTI-EVA cash the includes also therefore metreview.inunderyearweretheTotal remuneration 2017for conditions necessary all which for 2014 December 31 to prior placein remuneration systemLTI the basedof component cash non-share- the includes also 17 DRS underremuneration Total different. generally is figure the so performance, price share include not does so and shares virtual of number a into conversion before value the is This amount. achievement goal total the of 20% at shown are components these however, Code, Governance GermanCorporate the based onbenefits table the In shown. ue val-the inincluded is amountset was daythe the to year the of Commerzbankstarttheperformanceof fromthe share fore,the There- amounts. achievement goal total the set Board visory Super- daythe the shareon theusingprice table 17 DRS the in shown be to has components STIshare-based the of value The GermanCorporate Governance Code. benefits17table, unlike the DRS tablethebasedrules of the on the in included not therefore are They expired. has period tion perfor- reten- five-year the andcompleted been has retrospective assessment mance the after stated be to have only system LTIcurrentremuneration the the 17 components of DRS Under 44 Non-Financial Report Non-Financial 44 to315 Art. HGBpursuant Details 40 Report Remuneration 27 report Corporate governance declarationand corporate on 21 Responsibility Corporate Art. 289f of the German Commercial the German of Code 289f Art. (HGB) in Art.pursuant conjunction to 315d with governance Management Report Management Commerzbank share. Under DRS 17, share-based payments have have payments share-based 17, DRS Under share. the Commerzbank of performance the to linked is component STI The share-based sum. payout goal the total to the corresponds of This 20% amount. at achievement shown is STI the of component cash The question. in year financial the of end the after Board visory Super- the by determined are they when place takes components nerationsystem are thereforenot includedtheintable. remu- current the under LTI the of components share-based and Supervisorythe2022.componentsThecashBoardend untilof the LTIbytheforoutcarried be not uation thus willrespect2017 ofin eval- performance retrospective The expired. has period retention five-yearthe and outcarried been has evaluation performance tive retrospec-the placeonce takesremuneration onlyrent this system cur- the under LTI the of components share-based the and nents compo- cash the both Forbindingbasis. legally a ongranted been requiredever accountingfor reasons. Disclosurehow-amountpaidout.is an it review,norunderis year f ita sae, .. ae o Cmezaks hr pie per- formance. price share Commerzbank’s on based i.e. shares, virtual of basis the on made is paymentcash ashares; instead any awarding reportedagain here. be to have not do they Therefore, the2014. for Report inRemuneration disclosed were LTI 2014 the the of 17, components DRS share-based of requirements the with line In passed. had December 2017 31 once met only were 17 DRS under required tions condi- the all components these for as 2014, 31December to or pri- place in systemremuneration LTIthe 2014under the of nents period. waiting the of end the at price conversion the by STI the in shown shares tual vir- of number the multiplying by calculated are sums payout The out. paid be to sums the not components, these for values retical theo- only shows table the share, Commerzbank the of formance per- the on dependent is and expired has 12- period the waiting month after place takes only components STI share-based the of payout As Board. Supervisory the by determined are they when i.e. binding, legally becomes grant the time the at disclosed be to oee, o te upss f R 1 te rn o te STI the of grant the 17 DRS of purposes the for However, havethey ifdisclosed be to have onlypayments17, DRS Under h cret eueain ytm os o ivle actually involve not does system remuneration current The compo- cash non-share-based the shows table the addition, In Risk Report Risk Report Financial Statements Statements Financial Further Information Information Further 35

Corporate Responsibility 36 Commerzbank Annual Report 2017

Fixed components Performance-related components ř1,000 with short term incentive with short Total term remuneration incentive1 under DRS 176 Basic salary Accessory STI in cash3 STI in virtual shares4 LTI 2014 consider- (prior year Number of ations2 2013) virtual shares in cash5 in units Martin Zielke 20177 1,313 129 287 299 23,400 78 2,106 2016 1,125 118 188 208 26,831 73 1,712 Martin Blessing 20178 – – – – – 136 136 2016 438 101 74 82 10,548 0 695 Frank Annuscheit 2017 750 92 158 165 12,898 80 1,245 2016 750 124 124 137 17,715 70 1,205 Markus Beumer 20179 – – – – – 74 74 2016 625 69 75 83 10,715 64 916 y t 10 i l Dr. Marcus Chromik 2017 750 71 186 194 15,184 – 1,201 i b i s n 2016 750 84 118 130 16,858 – 1,082 o p s e Stephan Engels 2017 750 122 170 177 13,878 74 1,293 R e t a

r 2016 750 114 126 139 17,929 64 1,193 o p r 11 o Michael Mandel 2017 750 102 170 177 13,878 – 1,199 C 2016 456 58 76 84 10,844 – 674 Dr. Bettina Orlopp 201712 125 20 30 31 2,422 – 206 2016 – – – – – – – Michael Reuther 2017 750 130 128 133 10,449 76 1,217 2016 750 125 102 113 14,572 70 1,160 Total 2017 5,188 666 1,129 1,176 92,109 518 8,677 201613 5,644 793 883 976 126,012 341 8,637

1 The performance-related components with long-term incentive effect are only granted once the Supervisory Board has completed the retrospective performance evaluation after the end of a five-year retention period. For 2017, that will mean in 2023. 2 The item “Company benefits” includes non-monetary benefits granted in financial year 2017, tax due on non-monetary benefits and employer contributions to the BVV occupational retirement fund. 3 Payable in 2018 following determination of the total goal achievement amount for 2017. 4 Payable one year after payment of the STI in cash. The amounts shown represent the values at the time that the variable remuneration was determined in February 2018. The payout is dependent on the future performance of the Commerzbank share price. The number of virtual shares is calculated using the proportion of the total goal achievement amount and the average Commerzbank share price during November and December 2017. 5 Under DRS 17, the LTI-EVA cash component still due for 2014 after the end of the four-year period from 2014 to 2017 and the approval of the annual financial statements for 2017 have to be reported. The cash element of the 2014 LTI share components and the share elements of both of these LTI components were already disclosed in the Annual Report 2014 and, therefore, do not need to be reported again under DRS 17. Martin Blessing, former Chairman of the Board of Managing Directors, waived his entire entitlement to variable remuneration for financial years 2012 and 2013. 6 The amounts disclosed as total remuneration in accordance with DRS 17 for financial year 2017 include only those components in respect of which the members of the Board of Managing Directors already have a legally binding entitlement. As such, the amounts disclosed as total remuneration in accordance with DRS 17 do not include the LTI components for financial year 2017, as there is no such entitlement until after the retrospective performance evaluation and the five-year retention period. 7 Martin Zielke was appointed as Chairman of the Board of Managing Directors from 1 May 2016. 8 Martin Blessing’s term of office as Chairman and member of the Board of Managing Directors ended on 30 April 2016. 9 Markus Beumer’s term of office as a member of the Board of Managing Directors ended on 31 October 2016. 10 Dr. Markus Chromik was appointed as a member of the Board of Managing Directors from 1 January 2016. 11 Michael Mandel was appointed as a member of the Board of Managing Directors from 23 May 2016. 12 Dr. Bettina Orlopp was appointed as a member of the Board of Managing Directors from 1 November 2017. 13 The total amounts for the 2013 LTI and total remuneration in 2016 are lower than reported in the 2016 Remuneration Report. This is because the 2013 LTI for Dr. Stefan Schmittmann of ř67 thousand is no longer included in the totals for 2016, as his term of office ended on 31 December 2015. underreview. year the in DirectorsManaging Boardof the of members of favour in liabilities contingent any into enter not did companies Group Commerzbank guarantees, rental of exception the With thousand. repaid Directors Managing of Board the of members 2017, was figure the year, previous the in sand; was DirectorsManaging of Board the of members to rightsores lien. of charg-land throughnecessary if terms, market normal onsecured are Loans overdrawn. amounts on 11.9% to up cases, certain in and, 2.8% of and 0.9% date between ranging rates due interest at a and 2051 to up demand on from ranging terms with loans granted been have Directors Managing of Board the of Members Directors Loans to members of the Board of Managing asresulta of their departure in 2016). ř as well as Reuther Michael Engels, ř Zielke, Martin for was totalled 2 IFRS under Orlopp. and Reuther Michael for thousand Engels, Stephan for Chromik, cus ř totalled 2017 year financial for IFRS2 expectationsor payouts. actual or 17 DRS under disclosed be to amounts the either reflect not do therefore 2017 for below disclosed expenses The IFRS 2. with compliance in year financial last the in disclosed were years financial future in remuneration share-based for expenses rated pro- achievement, target calculate to used is and system neration remu- current the underlies that period three-year the of light In with IFRS 2 Further mandatory disclosures in accordance To ourShareholders 62 thousand for Markus Beumer (including adjustments for 2015foradjustments (including Beumer Markus for thousand 62 Mandel, Michael for thousand 408 Zielke, Martin for was thousand 856 As at the reporting the As at date,the aggregate amount loans of granted expenses as recorded remuneration share-based the 2016, In under expenses as recorded remuneration share-based The ř 2 tosn fr rn Annuscheit, Frank for thousand 327 ř 577 thousand for Michael Mandel, Michael for thousand 577 ř 5 tosn fr rn Annuscheit, Frank for thousand 455 ř 44 Non-Financial Report Non-Financial 44 to315 Art. HGBpursuant Details 40 Report Remuneration 27 report Corporate governance declarationand corporate on 21 Responsibility Corporate ,2 tosn, f which of thousand, 2,320 ř 3 tosn fr r Mru Chromik, Marcus Dr. for thousand 538 Art. 289f of the German Commercial the German of Code 289f Art. (HGB) in Art.pursuant conjunction to 315d with governance ř 77 thousand for Martin Blessing and Blessing Martin for thousand 77 ř 159 thousand for Dr. Bettina Dr. for thousand 159 ř ř ř 3 tosn fr Stephan for thousand 331 601 thousand for Dr.Mar- for thousand 601 3,503 thousand, of which of thousand, 3,503 ř ,0 tosn. In thousand. 5,001 ř 3 tosn for thousand 230 ř ř Management Report Management 2 thousand 625 485 thousand 485 ř 3,129 thou- 3,129 ř ř 370 153 eevs obe hs aons Adtoa rmnrto i paid is remuneration Additional amounts. these double receives that Board Supervisory chairman committee Theyear. calendar the the in once least at meets of committee other any on sitting Committee. additional Risk an the receive also or Members Committee Audit the either on sitting tripleceives and theDeputy Chairman amount.doublethis of ation remuner-basicreceiveSupervisoryBoard the of members system, fromtime witheffect 1 January 2016.Under new remunerationthe first the for applied provisions These 2016. April 20 on AGM the approvedby was versioncurrent Association;the of Articles the of 15 Art. in regulated is BoardSupervisory the ofremuneration The remuneration for financial year 2017 Principles of the remuneration system and Board Supervisory of the Supervisory of the Boardasfollows: (previous year: year:ous munerationcommitteeformemberships to to ed ř neration for financial year 2017 of fromhisposition and requisite arisingsecurity measures. duties representative the of part as incurred costs travel for reimbursed is particular, in and, support material and staffing appropriate with provided is Board Supervisory the of Chairman VATanyand duties their The remunerationdueof on expenses. or performance the in Board Supervisory the of members by curred at- tendancefees are payableat end the and financialof the year. committees on serving for remuneration remuneration, basic The paid. is fee attendance one only day, single a on place committees.Whereitsseveral conferenceor calls of takemeetings one or Board Supervisory the of call conference or meeting each of fee attendance an receives Board pervisory Su- the of member each addition, In temporis. rata pro reduced year that for remunerationreceive year financial a of part for tees commit- its of one or Board the to belonged only who Board sory Supervi- the of Memberspositions. paid highest three the for ures fig- the taking appointments, committee three of maximum a for 2,944.5basicremunerationfigure,thousand).thisthe Of amount- Members also receive an additional an receive also Members h rmnrto i dvdd ewe te niiul members individual the between divided is remuneration The MembersSupervisorytheof Boardthusreceived remu-totalnet in- expenses any reimburses Aktiengesellschaft Commerzbank ř Risk Report Risk Report 1,839.8thousand (previousyear: ř ř 0 huad o ec fnnil er Te himn re- Chairman The year. financial each for thousand 80 716.0thousand). Attendance werefees ř 388.5 thousand). Financial Statements Statements Financial ř 2,936.3 thousand(previous year: ř ř ř 0 huad nuly for annually thousand 20 30 thousand annually for annually thousand 30 1 , ř 840.0 thousand)re-and 765.0thousand(previ- ř Further Information Information Further . tosn for thousand 1.5 ř 331.5 thousand 37

Corporate Responsibility 38 Commerzbank Annual Report 2017

ř1,000 Basic Remuneration Attendance Total remuneration for serving on fee committees Klaus-Peter Müller 2017 240.0 120.0 19.5 379.5 2016 240.0 125.9 24.0 389.9 Uwe Tschäge 2017 160.0 60.0 15.0 235.0 2016 160.0 60.0 22.5 242.5 Hans-Hermann Altenschmidt 2017 80.0 70.0 22.5 172.5 2016 80.0 70.0 30.0 180.0 Heike Anscheit (since 1 January 2017) 2017 80.0 0.0 12.0 92.0 2016 – – – – Gunnar de Buhr 2017 80.0 49.9 21.0 150.9 2016 80.0 50.0 19.5 149.5 Stefan Burghardt 2017 80.0 46.8 18.0 144.8 2016 80.0 20.0 16.5 116.5 Sabine Ursula Dietrich 2017 80.0 20.0 13.5 113.5 2016 80.0 20.0 16.5 116.5 y t i

l Karl-Heinz Flöther 2017 80.0 30.0 19.5 129.5 i b i s

n 2016 80.0 30.0 24.0 134.0 o p s

e Dr. Tobias Guldimann (since 3 May 2017) 2017 52.7 15.8 10.5 79.0 R e t 2016 – – – – a r o p r Stefan Jennes (since 1 February 2017) 2017 73.3 0.0 12.0 85.3 o C 2016 – – – – Dr. Markus Kerber 2017 80.0 70.0 21.0 171.0 2016 80.0 70.0 16.5 166.5 Alexandra Krieger 2017 80.0 0.0 12.0 92.0 2016 80.0 0.0 16.5 96.5 Oliver Leiberich 2017 80.0 0.0 12.0 92.0 2016 80.0 0.0 16.5 96.5 Dr. Stefan Lippe 2017 80.0 30.0 13.5 123.5 2016 80.0 30.0 19.5 129.5 Beate Mensch 2017 80.0 0.0 12.0 92.0 2016 80.0 0.0 13.5 93.5 Anja Mikus 2017 80.0 50.0 22.5 152.5 2016 80.0 24.8 16.5 121.3 Dr. Roger Müller (until 3 May 2017) 2017 27.1 0.0 3.0 30.1 2016 80.0 0.0 15.0 95.0 Dr. Helmut Perlet 2017 80.0 90.0 21.0 191.0 2016 80.0 90.0 24.0 194.0 Barbara Priester (until 31 December 2016) 2017 – – – – 2016 80.0 0.0 15.0 95.0 Mark Roach 2017 80.0 0.0 10.5 90.5 2016 80.0 0.0 15.0 95.0 Margit Schoffer (until 31 January 2017) 2017 6.7 2.5 1.5 10.7 2016 80.0 30.0 24.0 134.0 Nicholas Teller 2017 80.0 80.0 19.5 179.5 2016 80.0 65.3 21.0 166.3 Dr. Gertrude Tumpel-Gugerell 2017 80.0 30.0 19.5 129.5 2016 80.0 30.0 22.5 132.5 Total 2017 1,839.8 765.0 331.5 2,936.3 2016 1,840.0 716.0 388.5 2,944.5 aor f ebr o te uevsr Bad n h ya under year the review. in Board Supervisory the of members of favour in liabilities contingent any into enter not did companies Group repaid Board Supervisory the of was figure the year,previous Boardwas Supervisory the membersof to lien. of rights or charges land through necessary if on terms, market secured normal are Loans 11.4%. to up cases certain in overdrawn amounts on and 5.1%, and 1.0% between ranging rates at interest and 2043 of date due a to up demand on from ranging terms with loans granted been have Board Supervisory the of Members Loans to members of the Supervisory Board additionalno remuneration paid.was Accordingly, 2017. in services personal other or intermediary ry, SupervisoryMembersoftheprovided Boardagainonce adviso- no To ourShareholders 3.4.2017 3.4.2017 3.4.2017 3.4.2017 3.4.2017 Date As at the reporting the As at date,the aggregate amount loans of granted Michael Reuther Reuther Michael Engels Stephan Annuscheit Frank Zielke Martin party Disclosing 44 Non-Financial Report Non-Financial 44 to315 Art. HGBpursuant Details 40 Report Remuneration 27 report Corporate governance declarationand corporate on 21 Responsibility Corporate Art. 289f of the German Commercial the German of Code 289f Art. (HGB) in Art.pursuant conjunction to 315d with governance ř 2,713 thousand. In 2017, members 2017, In thousand. 2,713 ř 5 tosn. Commerzbank thousand. 254 Relation Relation ř 3,560 thousand; in thein thousand;3,560 Management Report Management Member of BMD BMD of Member BMD of Member BMD of Member BMD of Member Participant cin b sc pros n hrs r od ise b Commerz- by issued bonds or shares in persons such by actions trans- Own them. with associated closely persons and companies listed of managers by transactions of notification and disclosure requiresabuse market 596/2014on No. (EU) Regulation of 19 Art. Purchase and sale of the Company’s shares anceclaims madewithin a single year. insur- all for remunerationannual fixed the of 150% of maximum aManagingclaimupto Boardofthe 10% Directorsofthe at set is SupervisoryBoardand the membersof forexcess TheBoard. sory Supervi- the and DirectorsManaging of Board the of members for policy insurance liability (D&O) Officers and Directors a is There D&O liability insurance details Other sharesCommerzbank of Aktiengesellschaft: of purchases involve these case each In below. listed are 2017 in and tors theSupervisory Board. an exceed Direc- Managing of Board the of theymembers to appliesdisclosure of if disclosed be aggregatevolumeof must thereon based ments instru- financial other or derivatives in or Aktiengesellschaft bank h tascin rpre o omrbn Aktiengesellschaft Commerzbank to reported transactions The Purchase/ Risk Report Risk Report Purchase Purchase Purchase Purchase Sale ř 5 thousandcalendara within year. This duty Amount Financial Statements Statements Financial 2,000 1,900 2,200 2,150 8.5227 8.5227 8.5012 8.5200 8.5280 Price ř Further Information Information Further

Transaction volume I I volume 17,045.40 16,152.27 18,744.00 18,335.20 ř 39

Corporate Responsibility