Commerzbank AG

Governance Information • Nov 24, 2025

Declaration of compliance

with the German Corporate Governance Code pursuant to Section 161 AktG (German Stock Corporation Act)

Since the submission of the last Declaration of Compliance in November 2024, the recommendations of the "German Corporate Governance Code Commission" in the version of 28 April 2022 – published in the Bundesanzeiger (Federal Gazette) on 27 June 2022 – have been and are being complied with, except for the following recommendations:

According to Recommendation G.10 Sentence 2 of the Code the granted long-term variable remuneration components shall be accessible to a member of the Board of Managing Directors only after a period of four years. The remuneration system for members of the Board of Managing Directors, in force since 1 January 2023 until 31 December 2025, deviates from the recommendation, as the member of the Board of Managing Directors can access to a part of the granted long-term variable remuneration (LTI) before the end of the four-year period (see Declaration of Compliance 2024). The remuneration system applicable as of 1 January 2026, complies with the Recommendation G.10 Sentence 2.

The German Corporate Governance Code limits the applicability of the Code's recommendations to credit institutions and insurance companies to the extent that the recommendations apply to them only insofar as there are no statutory provisions to the contrary. These statutory regulations and the effects for the Declaration of Compliance are reported in the Declaration on Corporate Governance in the Annual Report.

Frankfurt am Main, November 2025

The Board of Managing Directors The Supervisory Board