Commerzbank AG

Governance Information • Dec 18, 2024

Corporate Governance Roadshow

December 2024/January 2025

Agenda

1. Strategy
2. Supervisory Board
3. Board of Managing Directors
4. Remuneration of the Board of Managing Directors
5. Sustainability

1. Strategy

Full focus on strategy 2027 execution

Continued delivery in Q3

$\checkmark$ Expansion of offerings for ultra-high-net-worth individuals and family offices
$\checkmark$ Aquila Capital with strong sales start of first fund "AC One Planet" European long-term investment fund
$\checkmark$ Portfolio growth in Green Infrastructure Finance already exceeds record year 2023
$\checkmark$ Client self-onboarding on eFX platform allows new users to easily and quickly start trading
$\checkmark$ New "IT factory" in Malaysia successfully launched

Continued delivery on targets

9M earnings sustained on increased level based on strong client business and confirmed by good Q3 performance

Net RoTE

$\%$
9M 22
9M 23
9M 24

On track to reach net RoTE of at least 8\% for 2024

CET1 ratio

$\%$
13,8
14,6
14,8

Strong capital ratio underpins significant capital return potential €600m share buyback approved and applied for $\leq € 400 \mathrm{~m} 2 \mathrm{nd}$ tranche

Cornerstones for development of upgraded strategy

Capital Markets Day on 13 February 2025

Our top priorities

Execution Strategy 2027

Development upgraded strategy
Handling current situation

2. Supervisory Board

Collaboration between the Supervisory Board and the Management Board in the German "Two-tier Board System"

Supervisory Board

The Supervisory Board appoints the Management Board and ensures the effective composition of the Managing Directors team.
The Supervisory Board supervises and advises the Management Board and holds a joint discussion of the strategy.
The Supervisory Board is oversees the remuneration system of the Board of Managing Directors.

Management Board

The Management Board is responsible for independently managing the enterprise.
It is obliged to act in the bank's best interest.
The Management Board is responsible for the development and execution of the bank's strategy.
The Management Board is responsible for the operating business and takes all related decisions.

Shareholders' representatives in the Supervisory Board

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 Co-determination Act - the remaining ten representatives are elected by Commerzbank's shareholders.

Composition of the shareholders' representatives in the Supervisory Board

Average age of members of the Supervisory Board:
$\sim 54$ years
Average period of being a board member:
$\sim 5$ years

Independence of the Supervisory Board

Nine of the ten shareholders' representatives in the Supervisory Board are independent according to the German Corporate Governance Code. None of them have a 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.

Composition of the Supervisory Board

3. Board of Managing Directors

Board of Managing Directors

General information on the composition of the Board of Managing Directors

The Board of Managing Directors generally consists of a total of seven members (currently, there are six), including one Chair and one Deputy Chair.

Dr. Bettina Orlopp	Michael Kotzbauer	Sabine Minarsky
Bernhard Spalt	Christiane Vorspel-Rüter	Thomas Schaufler

Composition of the Board of Managing Directors

Composition of the Board of Managing Directors

Composition of the Board of Managing Directors

4. Remuneration of the Board of Managing Directors

Development of BoMD Remuneration System (Structure)

Separation of STI and LTI

• STI (40\%): one-year performance period
• LTI (60\%) three-year forward-looking performance period

LTI Structure
Group KPIs only

• Financial KPIs (60\%)
• ESG (20\%)
• Relative TSR (20\%)

STI Structure

• Qualitative and quantitative objectives ( $\geq 80 \%$ )
• Group KPI (operating profit or similar) (max. 20\%)

Adjustments after investor sounding:

• Financial Group KPI on Short Term
• Clear und simple KPI structure on Long Term (incl. fixed weighting)
• Transparency: Description of ex-ante disclosure of LTI KPIs in the remuneration system

Results

• Investors' feedback considered:

  Separate targets for STI and LTI
  $>$ LTI targets for 3 years into the future

• Compensation Control Committee supports the concept
• Internal stakeholders (HR, Finance) support the concept
• BoMD was involved
• Investors welcome the concept, in particular the separate achievement of STI and LTI and the forward-looking assessment basis
• Regulator has no concerns about the new approach
• Resolution of the Supervisory Board on 21 November 2024 on the introduction of the new system
• Submission to the Annual General Meeting in May 2025 for approval

Disbursement in the new system: Principle

Separation of short-term and long-term incentive

Structure of KPIs (defined in the remuneration system)

Introduction of separate performance criteria for STI and LTI

• Focus on departmental targets (merging with individual targets)
• In addition, one-year Group target in STI to avoid "silo thinking"
• (e.g.) Operating profit as the most important financial indicator for Commerzbank's success
• Through op. profit also connection to the employee compensation system
• Weighting additional Group target max. 20\% (total weighting of Group targets must not exceed $70 \%$ due to regulatory requirements
• Group targets only
• Within the financial group targets weighting can be flexibly determined by the Supervisory Board
• A maximum of 3 KPIs in financial targets
• NetRoTE, CIR, Net result by way of example only, decision at the discretion of the supervisory board
• The specific KPIs ESG and rTSR, on the other hand, are fixed in the system

5. Sustainability

Commerzbank's sustainability strategy follows a holistic view, shaped by ESG building blocks

Our overarching goal is directed by our commitment to meet the global challenges as a responsible partner for sustainable economic and social development.

Good progress on ESG priorities \& consistent plan on Commerzbank's sustainability strategy

Key Achievements 2024

Corporate Knights
Commerzbank once again ranked among Corporate Knights' 100 most sustainable companies worldwide.

New position on deforestation

We strengthened and expanded our position on deforestation regarding the sectors of forestry, palm oil, beef and soy.

Majority stake in Aquila Capital

We accelerated our growth in the sustainability business by acquiring 74,9\% of Aquila Capital Investmentgesellschaft.

Development on ESG Risks

ESG risk management further developed by analyzing financial materiality of social and governance risks

German price for inclusion

Commerzbank's commitment to inclusion was awarded the inclusion prize for the economy

Green Saving Account

Commerzbank launches Green Saving Account which supports reforestation and ensures sustainable use of savings.

Outlook

Driving our ESG strategy

Our Net Zero commitment is at the heart of our sustainability strategy. However, we seek for a holistic ESG strategy including Social \& Governance.

Empowering our customers

We want to continuously enhance our sustainable finance product portfolio with a special focus on green infrastructure and ESG-advisory activities.

Looking into the future

We are building a robust ESG data infrastructure to adjust to growing reporting requirements and keep screening new business opportunities.

Corresponding anchoring of sustainable transformation through KPIs in our strategy

Our ESG framework offers a structured overview of our sustainability approach and activities

Diversity \& Inclusion: Firmly Anchored and Visibly Lived as part of Group Strategy

We take on social responsibility - which our employees, clients, and business partner benefit from

Identifying and fostering potential

$36.1 \%$ women in management positions

Employees from about 130 nations
$5.94 \%$ employees with disabilities

Facilitating work-
life balance
Keep in Touch/return guarantee

Child care offers/support for employees caring for relatives

Mobile working/flexible working time models/job sharing, Co-Leadership

Supporting commitment

D\&I' events and awareness formats

D\&I' learning formats via learning platform cliX

1,500 employees in 7 employee resource groups

Diversity \& Inclusion.

We are committed beyond
Commerzbank:
Signee and member of the
charta der vielfalt
for Diversity in der Arbeitswelt

Co-founder and
council of the
Foundation

Signee of the United Nations' Women's Empowerment Principles

For the inclusion of individuals with disabilities member of

Unternehmensf orum

Diversity at the center of our organisational culture

Having a diverse and inclusive organisation is integral to the success of Commerzbank ${ }^{1}$

Employee demographics

• The proportion of women in Commerzbank Group is 52.5\%
• The average age in Commerzbank is 46.1 years ${ }^{2}$
• $24 \%$ of the employees belong to the age group between 40 to 49 years ${ }^{2}$
• The apprenticeship ratio (as of 12/2023) is $4.2 \%{ }^{3}$
• Part-time working model $28.3 \%$

International employees

• 1,236 non-German employees from 102 nations ${ }^{2}$ in Commerzbank AG in Germany
• Employees from about 130 nations work in Commerzbank Group
• The largest foreign locations are Warschau (mBank/CERI), Prague, Lódz, Sofia,
  London, Malaysia (CTS), Singapore, New York

Disabilities

• With 1,546 jobs in Commerzbank AG filled by severely disabled employees
• $5.95 \%$ of all jobs at Commerzbank AG (exceeded requirement of $5 \%$ for the sixth year in a row)

Women in management positions

• The target is to staff $40 \%$ of all management positions with women until end of 2030
• The female share on the bank's supervisory board is $50 \%$
• Three women are on the seven-member executive board

1) Numbers as of 12/2023 - updated annually
2) Commerzbank AG Germany, includes: permanent staff \& junior-staff members $\cdot$ absences

Development of women in management positions (\%)

Disclaimer

This presentation contains forward-looking statements. Forwardlooking statements are statements that are not historical facts; they include, inter alia, statements about Commerzbank's beliefs and expectations and the assumptions underlying them. These statements are based on plans, estimates, projections and targets as they are currently available to the management of Commerzbank. Forward-looking statements therefore speak only as of the date they are made, and Commerzbank undertakes no obligation to update any of them in light of new information or future events. By their very nature, forward-looking statements involve risks and uncertainties. A number of important factors could therefore cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, among others, the conditions in the financial markets in Germany, in Europe, in the United States and elsewhere from which Commerzbank derives a substantial portion of its revenues and in which it hold a substantial portion of its assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation of its strategic initiatives and the reliability of its risk management policies.

In addition, this presentation contains financial and other information which has been derived from publicly available information disclosed by persons other than Commerzbank ("external data"). In particular, external data has been derived from industry and customer-related data and other calculations taken or derived from industry reports published by third parties, market research reports and commercial publications. Commercial publications generally state that the information they contain has originated from sources assumed to be reliable, but that the accuracy and completeness of such information is not guaranteed and that the calculations contained therein are based on a series of assumptions. The external data has not been independently verified by Commerzbank. Therefore, Commerzbank cannot assume any responsibility for the accuracy of the external data taken or derived from public sources.

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