Commerzbank AG — Major Shareholding Notification 2012

Mar 31, 2012

Decision of EU Commission requires new positioning of Commercial Real Estate

Decision of EU Commission requires new positioning of CommercialReal Estate

• Sale of Eurohypo not achievable due to market environment
• EU commission changed requirement of Eurohypo disposal into required run-down of most of Eurohypo's business
• Asset reduction of 30% in CRE and 41% in PF since end of 2008 expected for 30th June 2012 – EU conditions on asset reductions achieved faster than required
• Successful restructuring of commercial real estate progressing since 2008

Group balance sheet volume already reduced to €662 bn per end of 2011

Proven track record in asset reduction

* CRE portfolios of Eurohypo and Commerzbank CRE; EaD excluding non performing book but including non-utilized credit lines; ** PF portfolios of Eurohypo and EEPK

Asset reduction as required by EU fulfilled

Fulfilment of EU conditions

Asset reduction in CRE to €60 bn until December 31st, 2012 –expected to be achieved end of Q1 2012

Asset reduction in PF to €100 bn until December 31st, 2012 –already achieved in 2011

Non-Price Leadership commitment until end of 2012

Balance sheet total under €600 bn excluding Eurohypo already achieved

Sale of Eurohypo until end of 2014

EU commission changed requirement of Eurohypo disposal into required run-down of most of Eurohypo's business

Commerzbank Group

Target balance sheet volume of €600 bn by end of 2012 excluding non-core activities

No acquisitions by Commerzbank until Q1 2014 (closing)

CRE Banking

• › Size of core portfolio capped at max. €25 bn for Commerzbank group from 2013 through 2015 and clear wind-down of noncore
• ›New business volume capped at max. €5 bn p.a. through 2015
• ›Focus on four core markets: Germany, UK, France and Poland
• ›Brand name Eurohypo ceases to exist

Public Finance

›Continuing rundown-strategy

Around 80% of existing Eurohypo portfolio part of Non-Core

* PF incl. EEPK portfolio, CRE non-core incl. Commerzbank CRE portfolio (estimates per June 30th, 2012)

Country selection based on attractive risk-return profile

Country selection criteria

• Liquid and well advanced real estate markets with attractiverisk-return profiles
• Existing strong market expertise
• Business eligible for funding by covered bonds
• Strategic fit with Commerzbank Group
• In accordance with EU requirements

Distribution of markets/portfolios

C R E C k t o r e m a r e s	N C A t o n o r e s s e s
G e r m a n y	f l d 2 9 t t o r m e r y a r g e e k t m a r e s
U K	C C R E N o n- o r e
F r a n c e P l d o a n	G l b l R i t t o a e s r u c u r n g

Consistent non-core portfolio reduction to be continued

• › CRE non-core will be part of the new Non Core Assets (NCA) segment
• › Consistent run-down of existing portfolios: strict prolongations and restructurings
• ›Further portfolio sales under consideration

• › Targeted RWA development would lead to ~€1.1 bn capital release by 2015 compared to June 2012

• › PF is non-core business and as such part of Non Core Assets (NCA)

• › Portfolio development shown under assumption of natural run-off
• › Accelerated downsizing possible with opportunisticsale of government bonds

* CRE portfolios of Eurohypo and Commerzbank CRE; ** PF portfolios of Eurohypo and EEPK

Strong governance structure targeted with split in core and non-core bank* supports strategic repositioning

* Governance structure to be implemented as of July 1st, 2012; all figures estimates per June 30th, 2012

Negotiations with works council to start soon – details ofimplementation to be worked on

Transaction structure

• Asset selection and allocation in Core and Non-Core 1.
• Implementation of governance structure: at first, all assets will remain in Eurohypo but allocated to different Commerzbank business segments. No merger of Eurohypo into Commerzbank AG 2.
• Cease use of brand name Eurohypo 3.
• New business in Commercial Real Estate incl. prolongations intended to be booked in Commerzbank AG – issue covered bonds as of end 2013, once the new Commerzbank cover pool platform is implemented4.

Next steps

• 1.Negotiations with works council regarding staff reduction plans
• 2.Implementation of new target segment structure and reporting
• 3.Investors' Day in H2 2012

Disclaimer

Investor Relations

This presentation contains forward-looking statements. Forward-looking statements are statements that are not historical facts; they include statements about Commerzbank's beliefs and expectations and the assumptions underlying them. Forward-looking statements include in particular RWA, EaD, equity, RoE and CIR targets disclosed in this presentation. 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 publicly 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 assetprices 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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