COMMERZBANK

Remuneration Report 2025

Remuneration report pursuant to Art. 162 of the German Stock Corporation Act (AktG) for the 2025 financial year

In this remuneration report, we describe the principles governing the remuneration of the Board of Managing Directors and Supervisory Board of Commerzbank AG. We also provide a transparent overview of the remuneration structure and remuneration amounts for the 2025 financial year. In so doing, we comply with the requirements laid down in Art. 162 AktG and the recommendations of the German Corporate Governance Code.

The auditor also checked the content of the remuneration report in addition to ensuring that it meets the legal requirements.

A. Board of Managing Directors 1
Core elements of the remuneration system and of the remuneration for the 2025 financial year 1
Review of the 2025 financial year 1
Vote on the 2024 remuneration report at the 2025 Annual General Meeting 2
Overview of the remuneration system 2
I. Principles of the remuneration of the Board of Managing Directors 5
II. Temporary deviation from the remuneration system 11
III. Appropriateness of remuneration 11
IV. Benefits upon termination of employment 12
V. Reimbursement of lost variable remuneration and other compensation payments 12
VI. Termination agreements with members of the Board of Managing Directors 12
VII. Targets and target achievement for the 2025 financial year 12
VIII. Remuneration awarded and owed pursuant to Art. 162 AktG 21

IX. Remuneration for the 2025 financial year 32
X. Outstanding virtual shares from variable remuneration 34
XI. Share ownership obligation: Share Ownership Guideline (SOG) 36
XII. Outlook: LTI targets for the 2026 financial year 38

B. Supervisory Board 43
Core elements of the remuneration system and of the remuneration for the 2025 financial year 43

C. Comparative presentation of income performance and the annual change in remuneration 46
I. Income performance 47
II. Board of Managing Directors remuneration/ Supervisory Board remuneration 47
III. Average employee remuneration 47

A. Board of Managing Directors

Core elements of the remuneration system and of the remuneration for the 2025 financial year

Review of the 2025 financial year

Commerzbank achieved its best operating profit in its history in the 2025 financial year: an increase of around 18% to €4.5bn compared with the previous year. The consolidated profit amounted to €2.6bn, which exceeded the target of €2.5bn – despite restructuring expenses totalling €562m for the Bank's transformation. This strong performance was primarily due to an approximately 10% increase in income, which was largely attributable to strong growth in net commission income and

our Polish subsidiary mBank's very good results. Similarly, net interest income remained almost on a par with the prior year's level despite significantly lower key interest rates. The Private and Small-Business Customers business in Germany benefited primarily from an uptick in securities trading of around 11%, while the Corporate Clients segment saw total lending increase by 10% compared to the previous year. The Common Equity Tier 1 (CET1) ratio was 14.7% as at 31 December 2025.

Vote on the 2024 remuneration report at the 2025 Annual General Meeting

The 2025 Annual General Meeting approved the remuneration report for the 2024 financial year, with 86.09% voting in favour. At the same time, investors expressed the need for adjustments to the structure of variable compensation for members of the Board of Managing Directors. These largely centred around two key aspects: the lack of separate targets for the short- and long-term remuneration components, and the desire to incorporate a forward-looking basis of measurement for the targets set for the long-term component.

Both recommendations were taken up by the Supervisory Board and implemented in the new remuneration system for the Board of Managing Directors. The new remuneration system was approved by the Annual General Meeting on 15 May 2025 with over 95% voting in favour and applies from the 2026 financial year onwards. The basic principles of the new system are explained in the 2024 remuneration report. The detailed system is also published on the Commerzbank website.

In the interests of transparent communication with our investors, moving forward the long-term targets for variable remuneration for each financial year will be disclosed at the beginning of the respective accrual period, i.e. ex-ante. The long-term incentive (LTI) targets for the 2026 financial year are presented in section A. XII of this remuneration report.

The following sections describe the remuneration system for the members of the Board of Managing Directors that was applied in the 2025 reporting year.

Overview of the remuneration system

The following section provides an overview of the components of the remuneration system applying until 31 December 2025 to the members of the Board of Managing Directors.

Component	Description
Fixed remuneration	CEO	€1,674,247 gross
	Deputy CEO	€1,332,000 gross
	Ordinary Board member	€990,000 gross
Non-monetary elements of remuneration	Use of a company car
	Security measures and insurance contributions
	Payment of the applicable tax thereon
Retirement and surviving dependants' pension	Defined contribution pension scheme with surviving dependants' benefits
Target amount of variable remuneration	CEO	€1,116,165 gross
	Deputy CEO	€888,000 gross
	Ordinary Board member	€660,000 gross
	The amount paid out is dependent on target achievement (Group, departmental and individual targets) in the past financial year.
The Remuneration Ordinance for Institutions stipulates a three-year accrual period for measuring the variable remuneration of members of the Board of Managing Directors, meaning that target achievement for the past financial year is also incorporated into overall target achievement for the two subsequent financial years.

Component	Description
Short-term and long-term variable remuneration (short-term incentive, “STI”, and long-term incentive, “LTI”)	STI: 40%	LTI: 60%
	1. 40% cash portion after the end of the financial year	Occurs in five regular tranches of equal amounts during and after the end of the deferral period of five years, of which
	2. 60% share-based portion after a 12-month retention period	1. 40% of each tranche as a cash portion after the end of the pro-rata deferral period
		2. 60% of each tranche as a share-based portion after a further retention period of 12 months
Variable remuneration consists of a short-term incentive (STI) and a long-term incentive (LTI) component. 40% of the STI (40% of the total target achievement amount) is paid out in cash after the end of the financial year. The other 60% is paid out on the basis of the share price after a retention period of 12 months, also in cash. The LTI (60% of the total target achievement amount) occurs in five regular annual tranches of equal amounts. The first LTI tranche occurs upon expiry of the first year of the five-year deferral period. The other tranches are paid out in the subsequent years. Each tranche is subject to a retrospective performance evaluation. This retrospective performance evaluation allows the Supervisory Board to check whether the target achievement as originally determined is still appropriate in hindsight. If the success rewarded by the variable remuneration has not proved to be sustainable, the Supervisory Board has the option of amending its original assessment of target achievement. This may result in the LTI being reduced or revoked altogether. 40% of each tranche of the LTI is paid out in cash after the retrospective performance evaluation. The other 60% of each tranche is paid out on the basis of the share price after a further retention period of 12 months, also in cash.
Limit on the amount of variable remuneration	Max. variable remuneration	140% of fixed remuneration
	Max. total target achievement	150%
	Max. total target achievement amount	€990,000 ordinary Board member / financial year
	To discourage Board members from taking inappropriate risks, variable remuneration is limited to a maximum of 140% of fixed remuneration. Overall target achievement is also capped at a maximum of 150%, which means that the maximum total target achievement amount for ordinary members of the Board of Managing Directors – without taking into account the performance of the STI and LTI share elements – is €990,000 gross per financial year.
Maximum remuneration	Max. €6m for one financial year	The allocation from all remuneration components is limited to a maximum of €6m gross per financial year for each member of the Board of Managing Directors.

Component	Description
Determination of the bonus pool for variable remuneration	After the end of the financial year, the Supervisory Board determines the total amount of variable remuneration (bonus pool) in accordance with the regulatory provisions of Art. 7 of the Remuneration Ordinance for Institutions. In the event of inadequate economic or regulatory ratios based on Commerzbank's recovery plan or regulatory requirements, the Supervisory Board has the option to reduce the bonus pool to take into account the regulatory requirements. This may result in a complete loss of variable remuneration.
Adjustment of Group target achievement if extraordinary circumstances apply	If extraordinary circumstances arise, the Supervisory Board may increase or reduce Group target achievement by up to 20 percentage points in order to neutralise positive and/or negative effects. This is subject to the condition that the change in circumstances is beyond the Bank's control and was unforeseeable (e.g. windfall profits or decline in earnings due to losses caused by extreme natural disasters). This provision allows the Supervisory Board to take extraordinary factors not related to the performance of the individual members of the Board of Managing Directors into account when determining the achievement of targets. Any application of this adjustment clause would be explained in detail in the remuneration report.
Malus and clawback provisions	Malus
If the retrospective performance evaluation conducted does not confirm the original assessment of target achievement, this may result in the LTI being reduced or revoked altogether.
	Clawback
Furthermore, the Supervisory Board has the option, particularly in the event of serious misconduct on the part of a member of the Board of Managing Directors, to reclaim previously paid variable remuneration (STI and LTI) from the Board member in question and/or to void shares that have not yet been paid out.

I. Principles of the remuneration of the Board of Managing Directors

1. Alignment of Board of Managing Directors remuneration with strategy

The remuneration system supports the long-term development of Commerzbank's Group strategy. It is aligned with the requirements of the strategic agenda and the overall risk strategy, and is consistent with the Bank's risk, capital and liquidity structure. To strengthen successful corporate governance and ensure it remains stable over the long term, variable remuneration is based on a multi-year assessment. The targets set annually for variable remuneration promote the long-term performance of Commerzbank. Accordingly, ESG targets are also a component of Board of Managing Directors remuneration. Weighted at 20%, they constitute a key component of variable compensation within the Group's overall target. In addition, ESG targets are included in the individual targets and departmental targets for the 2025 financial year. The specific ESG targets are presented in Section VII under the targets for the 2025 financial year and the LTI targets for the 2026 financial year.

2. Key features of the remuneration system until the 2025 financial year

The core elements of the remuneration system are fixed (non-performance-related) and variable (performance-related) remuneration components.

2.1. Fixed remuneration components

The fixed remuneration components include the basic annual salary and non-monetary elements. The basic annual salary is €990,000 for the ordinary members of the Board of Managing Directors and €1,332,000 for the Deputy CEO. The CEO receives €1,674,247. The basic annual salary is payable in 12 equal monthly instalments. The non-monetary elements mainly consist of the use of a company car with driver, security measures and insurance contributions, and payment of the applicable tax thereon. Costs reported under fringe benefits for security measures include installation and operating expenses for security-related protective arrangements at the private residence of the respective Board member. The Board members are also entitled to a company pension, which is regulated in pension agreements.

2.2. Performance-related remuneration components (variable remuneration)

Variable remuneration consists of a short-term incentive and a long-term incentive. It is calculated based on (i) target achievement by the Commerzbank Group, (ii) target achievement by the departments (segments and/or shared functions) for which the member of the Board of Managing Directors in question is responsible, and (iii) achievement of individual performance targets. Target achievement for the Group and the department and individual performance can each be between 0% and 150%. Multiplying the overall target achievement by the target amount for variable remuneration purposes gives the total amount of variable remuneration based on target achievement. The total amount of variable remuneration based on target achievement is capped at a maximum of 150% of the Board member's target variable remuneration.

Short-term incentive (STI)

40% of the variable remuneration takes the form of a short-term incentive (STI). 40% of this remuneration component is payable in cash after the end of the financial year; the other 60% is payable after a 12-month retention period, also in cash but based on the share price. This part is linked to the performance of Commerzbank shares since the January following the end of the financial year.

Long-term incentive (LTI)

The remaining 60% of the variable remuneration takes the form of a long-term incentive. Until the 2022 financial year, entitlement to the LTI arose and it was paid only after the end of the regular five-year deferral period, in a process known as "cliff vesting". The introduction of the revised remuneration system in the 2023 financial year meant that the LTI is now granted pro rata in five regular, equal annual tranches. Before entitlement to each tranche arises, the Supervisory Board checks whether the total target achievement amount

Core elements of the remuneration system

determined is still appropriate in retrospect, for example whether risks were underestimated or not recognised or whether unexpected losses were incurred, or whether the amount needs to be reduced because of misconduct. The entitlement to the LTI is therefore subject to a retrospective performance evaluation. The retrospective performance evaluation carried out by the Supervisory Board can result in the LTI being reduced or cancelled altogether. 40% of each LTI tranche is paid out in cash; and 60% is paid out also in cash but based on share price performance following a retention period of an additional 12 months. During the deferral period and the retention period, the value of the share-based LTI components depends on the change in value

of Commerzbank shares and thus on the long-term business performance of Commerzbank.

Compensation for dividends paid on the share-based portion of the STI and LTI is only provided during the 12-month retention period. This means that compensation is only paid for virtual shares that have actually been converted. In particular, no compensation will be provided for dividend payments on the share-based portion of the LTI that is distributed by Commerzbank AG during the deferral period.

The payment of the STI and LTI components of the variable remuneration is shown in the chart below for the 2025 financial year:

	2023 (n-2)	2024 (n-1)	2025 (n)	2026	2027	2028	2029	2030	2031	2032
Variable remuneration 2025 Cash portion	Accrual period	STI Cash portion 16%	LTI Cash portion 1/5 5%	LTI Cash portion 1/5 5%	LTI Cash portion 1/5 5%	LTI Cash portion 1/5 5%	LTI Cash portion 1/5 5%
Variable remuneration 2025 Share-based portion					STI Share-based portion 24%	LTI Share-based portion 1/5 7%	LTI Share-based portion 1/5 7%	LTI Share-based portion 1/5 7%	LTI Share-based portion 1/5 7%	LTI Share-based portion 1/5 7%
Percentage of the total amount				16%	29%	12%	12%	12%	12%	7%

2.2.1. Target amount

The target amount for variable remuneration is €660,000 for the ordinary members of the Board of Managing Directors, €888,000 for the Deputy CEO and €1,116,165 for the CEO, based on target achievement of 100%.

2.2.2. Target setting

Before the beginning of each financial year and after consultation with the Compensation Control Committee, the Supervisory Board sets targets for the members of the Board of Managing Directors. The setting of targets is based on the corporate strategy and multi-year planning and is geared towards promoting success-oriented, sustainable corporate management:

Group target The Supervisory Board sets the Group target for all members of the Board of Managing Directors uniformly. The Group target consists of three sub-targets: operating profit with a weighting of 50%, the net return on tangible equity (net RoTE) with a weighting of 30% and an ESG target with a weighting of 20%, which can include both quantitative and qualitative ESG targets. The Supervisory

Board determines the target values and the target achievement for operating profit and net RoTE without taking into account the volume for variable remuneration for members of the Board of Managing Directors and employees, in order to avoid the circular argument that the variable remuneration reduces target achievement. Weighted at 60%, the Group target is a decisive factor for the overall target achievement of the members of the Board of Managing Directors for the financial year. Variable remuneration is thus largely linked to the Group's business success. This is also reflected in the threshold that is set by the remuneration system:

80% of the Group target (50% operating profit and 30% net RoTE) is subject to the condition that at least 60% of the operating profit under the multi-year planning must be achieved in the financial year. If the operating profit falls below this threshold, both sub-targets, i.e. operating profit and net RoTE, will be assessed as 0% with respect to target achievement. The ESG target remains unimpaired by the threshold in order not to impinge upon its incentive effect.

Departmental targets In addition to the Group target, departmental targets are set for each member of the Board of Managing Directors which reflect their responsibilities according to the schedule of business. A total of 30% of the departmental targets is incorporated into target achievement. The departmental targets are derived from the corporate and segment strategy and the multi-year planning. The Supervisory Board sets quantitative and qualitative targets and defines the basis for their measurement relying on a recommendation of the Compensation Control Committee. For the Private and Small-Business Customers and Corporate Clients segments, departmental target achievement is chiefly based on the operational performance of each segment. In addition, the Supervisory Board has the option of setting further key financial figures and/or qualitative targets for the segments.

Individual targets The Supervisory Board also sets individual targets for the members of the Board of Managing Directors and defines the basis for their measurement. Individual target achievement contributes 10% to target achievement for a financial year.

The system is described in more detail in the "Target achievement" section below and is also shown in the diagram.

2.2.3. Target achievement

Following the end of each financial year, the Supervisory Board decides to what extent the targets were achieved, relying on recommendations from the Compensation Control Committee. The regulations stipulate that variable compensation must have a multi-year basis of measurement. The level of target achievement is thus determined by feeding target achievement for the financial year in question into target achievement for both subsequent years using declining weightings. The effect of the multi-year measurement thus extends into subsequent years, which makes it forward-looking. For example, target achievement from the 2023 financial year feeds with weightings of 3/6 into target achievement for 2023, 2/6 into target achievement for the 2024 financial year and 1/6 into current target achievement for the 2025 financial year. A transitional arrangement applies to the first two years for newly appointed members of the Board of Managing Directors. For them, target achievement in the first year of their appointment to the Board of Managing Directors is based exclusively on their target achievement for the first financial year. To offset this, the deferral period for the LTI of the variable remuneration has been extended by two years to seven years. In the following year, the achievement of targets is calculated as follows: 2/6 based on target achievement for the first financial year of the member's appointment and 4/6 based on target achievement in the second year, with the deferral period for the LTI extended by one year to six years. The target achievement system is illustrated in the following diagram.

Overview of the variable remuneration system

2.2.4. Review of bonus pool for variable remuneration / amendment clause

The Supervisory Board may, in accordance with regulatory provisions, reduce or even cancel the variable remuneration if specified regulatory or economic requirements are not met. Commerzbank has defined specific recovery indicators as part of a recovery plan. If the levels defined therein are not met, the Supervisory Board may be obliged to cancel the variable

remuneration (review and amendment of bonus pool for variable remuneration).

The recovery plan is a plan required by regulatory provisions that banks must draw up for the eventuality of a restructuring and submit to the supervisory authorities. Under Commerzbank's recovery plan, defined threshold values apply based on a traffic light system (red/amber/green).

Review of bonus pool under Art. 7 of the Remuneration Ordinance for Institutions

The determination of a total amount of variable remuneration for the members of the Board of Managing Directors requires that the criteria presented below be considered. Provided that these requirements have been met, the bonus pool can be distributed in the amount envisaged.

Overall assessment

Consideration of
Risk-bearing capacity
Sufficient profitability
Multi-year capital planning

Consideration of the risk-bearing capacity ratio using the defined threshold values.

In order to ensure sufficient profitability, the Commerzbank Group must report a positive operating profit in accordance with IFRS.

In addition, multi-year capital planning as well as regulatory capital buffer requirements and capital recommendations are taken into account.

Ensuring adequate
Capital resources
Liquidity resources

For this purpose, the total capital ratio and the Common Equity Tier 1 (CET1) ratio are considered using the defined threshold values.

The minimum requirement for adequate liquidity has to have been met over the last three months.

The Supervisory Board may also reduce or cancel a Board member's variable remuneration in certain circumstances, for example negligence in the performance of their duties. The variable remuneration is also not payable if, in the course of their activities during the accrual period, the member of the Board of Managing Directors was significantly involved in or responsible for conduct that led to significant losses for the Bank or a significant regulatory sanction, or if they seriously violated relevant external or internal fit and proper regulations. In such cases, the Bank may reclaim variable remuneration that has already been paid out for up to two years after the end of the deferral period for the respective LTI portion of the variable remuneration for the financial year in question ("clawback"). This includes not only the LTI portions but also any STI portions of the variable remuneration that have already been paid out.

Finally, if extraordinary circumstances arise that are beyond the Bank's control, the Supervisory Board can increase or reduce Group target achievement by up to 20 percentage points in order to appropriately neutralise both positive and negative effects on Group target achievement. This adjustment option for banks is expressly provided for under supervisory law. Should the Supervisory Board make use of the amendment option, this will be explained in the remuneration report.

Remuneration for serving on the boards of other companies / other payments from third parties

The remuneration that a member of the Board of Managing Directors receives from serving on the boards of consolidated companies counts towards the total remuneration paid to the Board member in question. Where a member serves on the boards of non-consolidated companies, the Supervisory Board decides on a case-by-case basis whether and to what extent any remuneration for the mandate counts towards the remuneration paid to the Board member in question. In the 2025 financial year, no member of the Board of Managing Directors received remuneration for serving on the boards of companies that are consolidated within the Commerzbank Group.

In the reporting year, Dr. Bettina Orlopp received an expense allowance of €5,727 from KfW aöR for her work on the Board of Directors and the Audit Committee. Thomas Schaufler received remuneration of €21,000 for his work on the Supervisory Board at SCHUFA Holding AG in the reporting year. These payments are not counted towards the remuneration of the members of the Board of Managing Directors. Beyond this, no other member of the Board of Managing Directors was promised or awarded payments by third parties with regard to activities as a member of a board.

4. Pension provision

The members of the Board of Managing Directors participate in a defined contribution company pension scheme.

The pension scheme for members of the Board of Managing Directors is defined according to the Commerzbank capital plan for company pension benefits for non-pay-scale employees of Commerzbank AG. When pension benefits start to be paid out, a member of the Board of Managing Directors receives either a lump-sum payment or, optionally, lifelong pension payments. Furthermore, the pension scheme provides for disability and survivors' benefits. For each calendar year during their employment relationship, a member of the Board of Managing Directors is credited with an annual module, which is determined on the basis of their pensionable basic annual salary, the amount of which is specified in their pension agreement. The annual module is calculated on the basis of an annual contribution multiplied by a contractually defined transformation factor. The annual contribution is equivalent to 40% of the pensionable basic salary, which in turn currently corresponds to around 30% of the annual basic salary of a member of the Board of Managing Directors. The transformation factor results in a guaranteed interest rate of 2.5% per year. In addition, Commerzbank invests the annual contribution in investment funds and places them in a virtual custody account for the Board member.

The lump-sum payment corresponds to the amount in the virtual custody account or the amount in the pension account, whichever is higher when the pension benefits become payable. If the Board member opts for pension payments, the capital is annualised according to actuarial principles.

The table below shows the annual pension entitlements at a pensionable age of 62 for active members of the Board of Managing Directors as at 31 December 2025, the corresponding actuarial net present values on 31 December 2025, the service costs for 2025 contained in the net present value and the comparable amounts for the previous year.

Pension provision

In thousand €	Accrued pension entitlements to annual pension on reaching the age of 621		Net present values of pension entitlements	Service costs according to IFRS2
	As at 31 Dec.		As at 31 Dec.
Dr. Bettina Orlopp3	2025	158	3,776	547
	2024	130	3,160	436
Michael Kotzbauer4	2025	80	1,918	425
	2024	60	1,456	316
Sabine Minarsky	2025	50	1,015	317
	2024	33	668	317
Thomas Schaufler	2025	62	1,477	327
	2024	46	1,120	327
Carsten Schmitt5	2025	15	275	275
	2024	-	-	-
Bernd Spalt	2025	29	652	317
	2024	14	317	317
Christiane Vorspel6	2025	18	426	316
	2024	5	105	105
Total	20257		9,539	2,524
	20248		11,730	2,738

1 Capital payment annualised.
2 Service costs are calculated according to IFRS using the expected change in salaries and the interest rate as at the reporting date for the previous year.
3 CEO since 1 October 2024, previously Deputy CEO.
4 Deputy CEO since 1 October 2024.
5 Member of the Board of Managing Directors since 19 February 2025.
Member of the Board of Managing Directors since 1 September 2024.
The figure shown in the "Total" line for 2025 includes the occupational pension values for the members of the Board of Managing Directors who were active in the 2025 financial year.
The figure shown in the "Total" line for 2024 likewise includes the amounts for the members of the Board of Managing Directors who were active in the 2024 financial year; accordingly, it also includes the occupational pension values for Dr. Manfred Knof and Dr. Jörg Oliveri del Castillo-Schulz, who stepped down from the Board of Managing Directors in the 2024 financial year.

The assets backing these pension obligations were transferred under a contractual trust arrangement to Commerzbank Pension-Trust e. V.

As at 31 December 2025, defined benefit obligations for members of the Commerzbank AG Board of Managing Directors serving in the 2025 financial year totalled €9.5m (previous year: €11.7m).

5. Maximum remuneration

The maximum remuneration for each member of the Board of Managing Directors is €6m per financial year. This maximum remuneration limits the maximum allocation from all remuneration components for a given financial year, and in particular the allocation from the share-based components of variable remuneration, which would otherwise not be subject to any restrictions. The maximum remuneration does not represent the remuneration level that the Supervisory Board intends or considers appropriate. It merely sets a maximum limit in order to prevent the remuneration of the Board of Managing Directors from being disproportionately high. To date, no member of the Board of Managing Directors has achieved the maximum remuneration of €6m for a financial year from remuneration components received.

II. Temporary deviation from the remuneration system

In exceptional cases, the Supervisory Board has the option, after consulting the Compensation Control Committee, to deviate temporarily from the rules under the remuneration system; this option is limited exclusively to the basic salary and the target amount of the variable remuneration. The prerequisite is that a temporary deviation is necessary in the Bank's long-term interests.

Such an exception may arise in particular where the deviation is necessary in order to recruit a new member of the Board of Managing Directors who is highly likely to have a significant positive impact on the Bank's long-term success. Even in the event of a deviation, remuneration must still be geared to the long-term and sustainable performance of the Bank and must be consistent with the success of the Bank and the performance of the Board member in question.

To date, the Supervisory Board has only made use of this option once – to recruit Dr. Manfred Knof as the new CEO. The remuneration conditions deviating from the remuneration system for his original appointment period until 31 December 2025 and the reasons necessitating such a deviation can be found in section A. II. of the 2024 remuneration report. With the departure of Dr. Manfred Knof, there are no longer any deviations from the remuneration system for the current members of the Board of Managing Directors.

III. Appropriateness of remuneration

The Supervisory Board regularly reviews the appropriateness of the remuneration of the Board of Managing Directors. The last time the Supervisory Board consulted an independent external expert to assess the appropriateness of the total remuneration of the members of the Board of Managing Directors and ensure it was in line with the market was in 2024.

The expert remuneration assessment confirmed that the current level of remuneration does not exceed the usual market level and can therefore be regarded as appropriate from a legal perspective. Both the individual remuneration components and the total remuneration consisting of fixed and variable remuneration as well as benefits under the company pension scheme were considered in the assessment.

For the purpose of market comparison, the Supervisory Board analysed the remuneration of the Board of Managing Directors against two reference groups: firstly, the "index group", consisting of all DAX and MDAX companies, and secondly, the "banking group" consisting of twelve European banks from Germany, Austria, the Netherlands and Switzerland¹. While the index group reflects criteria under the German Stock Corporation Act such as size and location, the banking group takes into account industry-specific characteristics such as business model and competition in the labour market. Institutions subject to specific political requirements governing their remuneration structures were excluded when selecting the banking group. The results show that the target remuneration is below the usual market level within the index group, whereas it was ranked at the lower end of the standard market range within the banking group.

Furthermore, the Supervisory Board analysed how the remuneration ratio between the CEO and the first management level as well as between the CEO and the total workforce has developed over the last five years. The ratio had been steadily declining since 2016.

As outlined in the 2024 remuneration report, the Supervisory Board decided on a moderate increase in Board of Managing Directors remuneration, effective 1 January 2026, for the first time since 2012. The target remuneration of the CEO was increased by 15%, while that of the Deputy CEO and the ordinary members of the Board of Managing Directors was increased by 16%. This adjustment was approved by the Annual General Meeting on 15 May 2025. Further details can be found in section A. III. "Appropriateness of remuneration of the Board of Managing Directors" of the 2024 remuneration report.

¹Deutsche Bank AG, ING Groep N.V., DZ Bank AG, J.P. Morgan SE, Landesbank Baden-Württemberg AöR, Erste Group Bank AG, UniCredit Bank GmbH, Raiffeisen Schweiz Genossenschaft, Bayerische Landesbank AöR, Landesbank Hessen-Thüringen AöR, Raiffeisen Bank International AG, Zürcher Kantonalbank AöR.

IV. Benefits upon termination of employment

If the employment of a member of the Board of Managing Directors ends early without there being an important reason for dismissal or termination of the employment contract, the member of the Board of Managing Directors will continue to receive their remuneration until the end of their original term of office. Remuneration otherwise acquired will be credited. In accordance with the recommendations of the German Corporate Governance Code, the remuneration for the period after the termination of the Board position is limited to a maximum of two years' remuneration.

Payments in the event of a change of control have not been agreed with the members of the Board of Managing Directors.

V. Reimbursement of lost variable remuneration and other compensation payments

In the past financial year, the Supervisory Board agreed neither to compensation for forfeited remuneration to which a person was entitled in a previous employment relationship, nor to reimbursement of expenses for a change of residence.

Payments to recruit new members of the Board of Managing Directors are limited to compensation for forfeited remuneration to which they were entitled in a previous employment relationship and to the reimbursement of expenses for a change of residence.

VI. Termination agreements with members of the Board of Managing Directors

The Supervisory Board did not conclude any termination agreements with any member of the Board of Managing Directors during the reporting year. The former CEO, Dr. Manfred Knof, was entitled to continued payment of his variable remuneration under the remuneration system until the original end date of his appointment on 31 December 2025.

His target achievement after the end date of his Board activity was based on the average target achievement of the members of the Board of Managing Directors. The details of the termination agreement with Dr. Manfred Knof are set out in section A. VI. "Termination agreement with members of the Board of Managing Directors" of the 2024 remuneration report.

VII. Targets and target achievement for the 2025 financial year

1. Targets and target achievement of the members of the Board of Managing Directors for the 2025 financial year

The overall target achievement of the members of the Board of Managing Directors for the 2025 financial year, including pro rata consideration of target achievement in previous years, is between 107% and 119%. These figures demonstrate the consistently high level of target achievement of the members of the Board of Managing Directors and reflect their outstanding performance in the 2025 financial year.

1.1. Group target

Group target achievement is 106%.

Group targets

Weighting / target	Target description	Target value	Achieved	Target achieve-ment
Operating profit or loss (before variable remuneration)50%	Achievement of the planned operating profit
Target achievement value according to MYP - annual portion 2025	€4,611m	€5,044m	112%
≤ 60% = 0% TA	≥ 140% = 150% TA Linear progression in between
Net return on tangible equity (before variable remuneration and excluding restructuring expenses)30%	Achievement of the planned net return on tangible equity
Target achievement value according to MYP - annual portion 2025	10.8%	11.4%	107%
≤ 60% net RoTE = 0% TA	≥ 140% net RoTE = 150% TA Linear progression in between
ESG20%
	Reduction of the CO2 intensities of the eight SBTi sector portfolios in accordance with the SBTi commitment
Environmental(60%)	Target achievement value according to CO2 reduction for the eight SBTi sector portfolios in relation to the target value at the end of 2025 in accordance with the SBTi commitment (based on the Q3/2025 interim target value derived on a straight-line basis)	Compliance with the intensity-related interim target values derived on a straight-line basis in accordance with the target curves	59%	59%
> Starting value 2021 = 0% TA	Undershooting the 2025 target = TA according to linear progression (capped at 150%)
Reduction of total CO2 emissions from Commerzbank AG's own banking operations by 5%
CO2 emissions for the 2025 reporting year as part of the overall target of CO2 neutrality by 2040 for Commerzbank AG (in Germany and abroad)	Reduction of CO2 emissions by 5% compared to the previous year	6.94%	119%
≤ 3% = 0% TA	≥ 10% = 150% TA Linear progression in between

Weighting / target	Target description	Target value	Achieved	Target achievement
Social (20%)	Increase in the proportion of women in management positions at Commerzbank AG in Germany across all management levels
Increase in the number of women in management positions at Commerzbank AG in Germany in order to achieve the target of 40% for the Group by 2030
≤ 33.4% = 0% TA	≥ 35.1% = 150% TA
Linear progression in between	Increase to 34.5%	34.1%	64%
Actively setting an example and promoting the corporate values and the culture of integrity
Governance (20%)	Raising integrity score status to "green"
≥ 2.49 = 0% TA	≤1.3 = 150% TA
Linear progression in between	0.1-point improvement in integrity score calculated as at December 2024 (1.7) to 1.6 points	1.6 points	100%
Strengthening cooperation on the Board of Managing Directors	n/a	n/a	150%	106%

Financial targets

2025 was a very successful financial year for the Commerzbank Group. The operating profit, adjusted for expenses incurred for variable compensation, reached over €5bn, significantly exceeding the previous year's result of around €4.3bn. The operating profit target was raised from around €3.8bn to approximately €4.6bn. At 112% (previous year: 115%), this again represents a very high level of target achievement. The net return on tangible equity (net RoTE) – calculated excluding variable remuneration and restructuring expenses – likewise improved, up from 10.4% in the previous year to 11.4% in 2025, outperforming the target of 10.8%. With respect to the financial figures, care was taken to ensure that expenses for variable remuneration and restructuring measures were not included when calculating the target values and level of target achievement so as to prevent these factors from influencing measurement of the results and creating false incentives as a result. A detailed overview of business development in the reporting year is provided in Annual Report 2025.

ESG targets

Our ESG target achievement was 91% in 2025. Governance priorities were particularly successful, hitting 125% of their target. The target of increasing the proportion of women in leadership positions to 34.5% was not quite met, although the proportion was increased from 33.5% in the previous year to 34.1% – a step in the right direction. One major success was the reduction in CO₂ emissions in banking operations, which at 6.9% significantly exceeded the original 5% target set and corresponds to target achievement of 119%.

The sub-target of reducing $\mathrm{CO}{2}$ intensities in the SBTi sector portfolios was not achieved, however. SBT stands for science-based targets and thus for reduction targets for greenhouse gas emissions. The target of reducing $\mathrm{CO}{2}$ emissions in the SBTi portfolios represents a very long-term and challenging commitment that Commerzbank can only achieve by working together with its customers. While the Commerzbank portfolio in the energy generation sector significantly outperformed the target pathway, even exceeding the positive development recorded in the previous year, performance in the cement, automotive manufacturing, and iron and steel industries remains challenging. Initial improvements are already starting to take hold in the real estate sub-portfolios, however, where making greater use of energy performance certificates to increase the real data ratio helped to reduce portfolio intensities.

1.2. Departmental targets

The departmental targets are aligned with departmental responsibility on the Board of Managing Directors and contribute 30% to the target achievement of the individual Board members. The departmental targets of the Board members for the 2025 financial year include economic targets as well as targets for strategic development and implementation in the department for which the Board member is responsible. The Supervisory Board has given the departmental targets a consistent structure: the departmental targets are made up in general of a strategic target for the relevant department, the target of increasing customer satisfaction (as far as possible from a regulatory perspective) and a cost target. Overall, the Supervisory Board has attached importance to ensuring that the departmental targets are both ambitious and achievable. The measurement of target achievement largely follows a predetermined assessment approach. That applies to economic targets in particular. In this respect, purely discretionary assessments are limited with respect to establishing target achievement. Target achievement for the individual Board members is described below.

Dr. Bettina Orlopp

Chief Executive Officer (CEO) &

Chief Financial Officer (CFO) until 18 February 2025

Departmental targets 2025	Target description	Weighting
Further development of strategy	Development of a comprehensive and ambitious strategy upgrade (20%)
	Submission of a realistic implementation plan (20%)	60%
	Successful and timely execution of the implementation plan (60%)
Customer satisfaction	Increase in customer satisfaction	25%^{1}
Improvement of the cost/income ratio	Improvement of the planned Group cost/income ratio	15%
1 January to 18 February 2025 (effective date of appointment of new CFO)
Finance strategy	Achievement of the planned liquidity coverage ratio	15%

126%

10% weighting of the "Customer satisfaction" target from 1 January to 18 February 2025 due to the additional target on the finance strategy during this period.

Michael Kotzbauer

Deputy Chief Executive Officer (Deputy CEO) & Chief of Corporate Clients segment

Departmental targets 2025	Target description	Weighting	Target achievement
Strategic target	Development of a comprehensive and ambitious strategy upgrade (10%)
	Submission of a realistic implementation plan (10%)
	Successful and timely execution of the implementation plan (30%¹)
	Achievement of the planned result in the Corporate Clients segment (50%²)	50%
	1 January to 18 February 2025: (effective date of appointment of new CFO)
Achievement of the planned operating profit in Treasury (15%)
Customer satisfaction	Increase in customer satisfaction in the Corporate Clients segment	25%
Achievement of the segment cost/ income ratio	Improvement of the planned cost/income ratio in the Corporate Clients segment	25%
			126%

¹25% weighting of the target for executing the implementation plan from 1 January to 18 February 2025 due to the additional target on Treasury's operating profit during this period.
²40% weighting of the target for achieving the planned result for the CC segment from 1 January to 18 February 2025 due to the additional target on Treasury's operating profit during this period.

Sabine Minarsky

Chief of Group Human Resources & Group Organisation and Security

Departmental targets 2025	Target description	Weighting
Implementation of the HR strategy	Migration of all international locations to HR cloud system (33%)
	Strengthening of employer attractiveness (33%)	30%
	Improvement of the candidate journey for new and previously recruited candidates to counteract demographic change (33%)
Procurement	Strengthening and further development of the Corporate Procurement function to achieve additional cost savings	30%
Campus 2030	Development of a building strategy for the Commerzbank head office	10%
Customer satisfaction	Increase in customer satisfaction	10%
Departmental cost target	Compliance with the planned departmental cost target and Group personnel cost target	20%

Thomas Schaufler

Chief of Private and Small-Business Customers segment

Departmental targets 2025	Target description	Weighting	Target achievement
Strategic target	Achievement of the planned result for the Private and Small-Business Customers (PSBC) segment (50%)	40%
	Profitability growth in the PSBC business by increasing income per customer (50%)
Customer satisfaction	Increase in customer satisfaction in the PSBC segment	30%
Improvement of the segment cost/income ratio	Improvement of the planned cost/income ratio in the PSBC segment	30%	85%

Carsten Schmitt

Chief Financial Officer from 19 February 2025

Departmental targets 2025	Target description	Weighting	Target achievement
Finance strategy	Successful and timely execution of the implementation plan (33%)
	Achievement of the planned operating profit in Treasury (33%)	50%
	Achievement of the planned liquidity coverage ratio (33%)
Customer satisfaction	Increase in customer satisfaction	15%
Cost/income ratio	Improvement of the planned Group cost/income ratio	35%	117%

Bernd Spalt

Chief Risk Officer

Departmental targets 2025	Target description	Weighting	Target achievement
Implementation of the risk strategy	Attainment of the planned risk result for the Group including mBank (40%)
	Compliance with risk-bearing capacity (30%)	60%
	Adequate management of cyber risks (30%)
Ensuring an adequate compliance function	Implementation of compliance initiatives to strengthen operational excellence (50%)
	Improvement of operational compliance work (50%)	20%
Departmental cost target	Attainment of the planned departmental cost target	20%	114%

Christiane Vorspel

Chief Operating Officer

Departmental targets 2025	Target description	Weighting	Target achievement
Digital transformation	Digital advances through successful implementation of strategic initiatives subject to strict budget deployment and a special focus on artificial intelligence (33%)
	Further development of the IT strategy (33%)	65%
	Increase in operational excellence by continuously reducing major causes of disruption, ensuring production stability and improving cybersecurity (33%)
Customer satisfaction	Increase in customer satisfaction	10%
Departmental cost target	Attainment of the planned departmental cost target	25%	112%

Dr. Bettina Orlopp led the Bank to great success throughout the past year, which is reflected in her exceptionally high level of target achievement. This was primarily due to the progress achieved with the "Momentum" strategy and its expedient establishment in the market. The extremely consistent and team-oriented implementation of this strategy under her leadership was crucial to strengthening the trust of all stakeholders. This success is reflected in the best operating profit ever achieved in the Bank's history, as well as in its strong share price performance.

Michael Kotzbauer also clearly exceeded his departmental targets. The financial success of the Corporate Clients segment and consequent implementation of the "Momentum" strategy during the financial year were key factors in his high level of target achievement. It was likewise bolstered by very high customer satisfaction in the Corporate Clients business.

Sabine Minarsky developed her department very well over the past year. In particular, she was able to significantly increase Commerzbank's attractiveness as an employer and successfully implemented the HR strategy. At the same time, she is responsible for achieving significant savings in Group procurement, where she exceeded her cost targets.

Thomas Schaufler exceeded most of his departmental targets. The strategic and financial targets for the Private and Small-Business Customers segment were exceeded without exception. The increased profitability of the customer business is particularly noteworthy. Given the associated cost and price measures in the Group strategy, customer satisfaction has not yet reached the high target value the Bank is aiming for.

Carsten Schmitt more than met expectations in his first year as Chief Financial Officer. His success was bolstered by the targeted implementation of the financial strategy, the strong performance by Group Treasury and prudent liquidity management. Further optimisation of the cost/ income ratio enabled him to strengthen the Group's economic position and helped him achieve his targets.

Bernd Spalt consistently met or exceeded his targets. Successful implementation of the risk strategy was instrumental in this regard, supported by the Group's good risk result, its highly resilient loan portfolio, a stable risk-bearing capacity and effective cyber risk management. The positive picture was reinforced by a very good target achievement in the area of compliance.

Christiane Vorspel plays a key role in the Bank's digital transformation. In this area, she was able to achieve or exceed her targets along all dimensions. Highlights include the successful development of the IT strategy, significant progress in the area of cybersecurity and improved operational excellence.

1.3. Individual targets

The individual targets and achievement thereof are shown in the table below:

Member of the Board of Managing Directors	Targets (set uniformly for all members of the Board of Managing Directors)	Weighting	Target achievement
Dr. Bettina Orlopp			129%
Michael Kotzbauer	Increasing the share price compared to the EURO STOXX Banks index	20%¹ / 20%² / 40%³	142%
Sabine Mlnarsky			122%
Thomas Schaufler			112%
Carsten Schmitt	Processing external and internal deficiencies	20%¹ / 40%² / 20%³	92%
Bernd Spalt			121%
Christiane Vorspel	Improving employee satisfaction in the departments under their Board responsibility	60%¹ / 40%² / 40%³	121%

¹ Weighting for Michael Kotzbauer, Sabine Mlnarsky, Thomas Schaufler and Carsten Schmitt
² Weighting for Bernd Spalt and Christiane Vorspel
³ Weighting for Dr. Bettina Orlopp

One of the main areas of focus in 2025 was further improving employee satisfaction. Based on an employee survey from December 2024, the Supervisory Board set the ambitious target of maintaining or even expanding the very high benchmark score of 75 points. Employee satisfaction scores ranged between 74 and 77 points across all departments for which Board members are responsible. Due to the very narrow target range, this led to a large spread in target achievement, which is the main reason for the differences in individual target achievement.

The performance of the Commerzbank shares was particularly pleasing and is testament to solid our strategic and financial performance. The Commerzbank share outperformed the EURO STOXX Banks index by almost 33 percentage points. This significantly exceeded the target, which was set at a price increase of 5 percentage points above the index (target achievement: 150%). The Supervisory Board once again opted to use average outperformance as a target in order to provide a more stable valuation over the course of the year and reduce volatility.

Commerzbank share price performance 2025

2. Overall target achievement in 2025

Target achievement for the financial years 2023 (weighted at 1/6) and 2024 (weighted at 2/6) is generally included in the overall target achievement of the members of the Board of Managing Directors for the 2025 financial year. Overall target achievement is shown in the table below:

Member of the Board of Managing Directors	Target achievement 2023	Target achievement 2024	Target achievement 2025	Overall target achievement 2025
Dr. Bettina Orlopp	120%	117%	114%	116%
Michael Kotzbauer	125%	120%	116%	119%
Sabine Mlnarsky	108%	111%	112%	111%
Thomas Schaufler	106%	117%	100%	107%
Carsten Schmitt¹	–	–	108%	108%
Bernd Spalt²	–	114%	110%	111%
Christiane Vorspel²	–	116%	109%	111%

¹Under the transitional rule for newly appointed members of the Board of Managing Directors, overall target achievement for Carsten Schmitt is based solely on 2025 target achievement, as he took up his position on the Board in the 2025 financial year.
²Under the transitional rule for newly appointed members of the Board of Managing Directors, Bernd Spalt's and Christiane Vorspel's overall target achievement is based on 2/6 of the 2024 target achievement and 4/6 of the 2025 target achievement, as they took up their positions on the Board in the 2024 financial year.

3. LTI for the 2019 financial year and LTI 2023 (1st tranche)

The tables in section A. VIII show the remuneration awarded and owed in respect of the long-term component of the variable remuneration for the 2019 financial year and the first tranche for the 2023 financial year, the cash components of which were paid out in the 2025 reporting year.

After the five-year deferral period and the first year of the deferral period for the LTI 2023 had expired, the Supervisory Board reviewed whether the LTI component of the variable remuneration should be reduced or cancelled due to circumstances that became known later. Following the review, the Supervisory Board determined that there were no grounds to reduce the LTI components reviewed.

4. Clawback

In the past financial year, the Supervisory Board did not assert any claims for repayment of variable remuneration that had already been paid out.

VIII. Remuneration awarded and owed pursuant to Art. 162 AktG

The tables below show the remuneration awarded and owed pursuant to Art. 162 (1) sentence 2 no. 1 AktG for the current and former members of the Board of Managing Directors. The remuneration "awarded" to members of the Board of Managing Directors is the remuneration actually received by the member of the Board of Managing Directors in the 2025 financial year, i.e. what was paid out. The remuneration "owed" includes remuneration that is due but has not yet been fulfilled, in other words that has generally not yet been paid out. In addition to the basic salary and fringe benefits, variable remuneration from previous years paid out in the 2025 financial year and other payments are also shown. Since the tables only show the remuneration that was paid out in the 2025 financial year, the variable remuneration components for the 2025 financial year, which will only be paid out from 2026, are not included in this table. The share-based portion of the LTI 2018 and the cash portion of the LTI 2019 were also paid out in the 2025 financial year to the members of the Board of Managing Directors serving at that time. The "Other" line comprises all other payments that cannot be assigned to any of the other remuneration groups listed. These include in particular non-regular payments such as the reimbursement of forfeited variable remuneration or transitional pay after leaving the Bank under legacy rules.

In addition, the prior-year figures for each individual member of the Board of Managing Directors are shown for comparison purposes. In order to provide a comprehensive overview of individual remuneration, the pension expense (service cost according to IFRS) for the company pension scheme is also shown individually, although this is not remuneration awarded or owed within the meaning of the legal provisions. Non-monetary remuneration awarded, tax due thereon and employer contributions to the BVV Versicherungsverein des Bankgewerbes occupational retirement fund are shown under fringe benefits.

Finally, the respective relative share of the fixed and variable remuneration components compared to the total remuneration within the meaning of Art. 162 AktG (hereinafter referred to as "Share of TR") is shown in the tables in accordance with the legal requirements.

Members of the Board
of Managing Directors in office
as at 31 December 2025

| | Dr. Bettina Orlopp
CEO
(since 1 October 2024, member of the Board since 1 November 2017) | | | | Michael Kotzbauer
Deputy CEO,
Corporate Clients segment
(since 14 January 2021, Deputy CEO since 1 October 2024) | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | 2024 | | 2025 | | 2024 | |
| | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR |
| Basic salary | 1,674 | | 1,418^{1} | | 1,332 | | 1,076^{2} | |
| Fringe benefits | 228^{3} | | 90 | | 103 | | 94 | |
| Fixed remuneration | 1,902 | 64% | 1,508 | 76% | 1,435 | 71% | 1,170 | 78% |
| Short-term variable remuneration | 697 | | 358 | | 553 | | 327 | |
| STI 2022 in virtual shares | - | | 192 | | - | | 195 | |
| STI 2023 in cash | - | | 166 | | - | | 132 | |
| STI 2023 in virtual shares | 520 | | - | | 413 | | - | |
| STI 2024 in cash | 177 | | - | | 140 | | - | |
| Long-term variable remuneration | 365 | | 123 | | 40 | | - | |
| LTI 2017 in virtual shares | - | | 42 | | - | | - | |
| LTI 2018 in cash | - | | 81 | | - | | - | |
| LTI 2018 in virtual shares | 170 | | - | | - | | - | |
| LTI 2019 in cash | 145 | | - | | - | | - | |
| LTI 2023 in cash (1^{st} tranche) | 50 | | - | | 40 | | - | |
| Variable remuneration | 1,062 | 36% | 481 | 24% | 593 | 29% | 327 | 22% |
| Other | - | | - | | - | | - | |
| Total remuneration within the meaning of Art. 162 AktG | 2,964 | 100% | 1,989 | 100% | 2,028 | 100% | 1,497 | 100% |
| Pension expense according to IFRS | 547 | | 436 | | 425 | | 316 | |
| Total remuneration incl. pension expense | 3,511 | | 2,425 | | 2,453 | | 1,813 | |

1 Since 1 October 2024, Dr. Bettina Orlopp has received increased remuneration as CEO.
2 Since 1 October 2024, Michael Kotzbauer has received increased remuneration as Deputy CEO.
3 The increased fringe benefits received by Dr. Bettina Orlopp compared with the previous year are primarily due to higher one-off expenses for security measures as a result of her appointment as CEO.

| Members of the Board of Managing Directors in office as at 31 December 2025 | Sabine Minarsky
Group Human Resources & Group Organisation and Security
(since 1 January 2023) | | | | Thomas Schaufler
Private and Small-Business Customers segment
(since 1 December 2021) | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | 2024 | | 2025 | | 2024 | |
| | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR |
| Basic salary | 990 | | 990 | | 990 | | 990 | |
| Fringe benefits | 76 | | 63 | | 63 | | 62 | |
| Fixed remuneration | 1,066 | 68% | 1,053 | 90% | 1,053 | 67% | 1,052 | 78% |
| Short-term variable remuneration | 473 | | 114 | | 489 | | 302 | |
| STI 2022 in virtual shares | - | | - | | - | | 184 | |
| STI 2023 in cash | - | | 114 | | - | | 118 | |
| STI 2023 in virtual shares | 357 | | - | | 370 | | - | |
| STI 2024 in cash | 116 | | - | | 119 | | - | |
| Long-term variable remuneration | 24 | | - | | 35 | | - | |
| LTI 2017 in virtual shares | - | | - | | - | | - | |
| LTI 2018 in cash | - | | - | | - | | - | |
| LTI 2018 in virtual shares | - | | - | | - | | - | |
| LTI 2019 in cash | - | | - | | - | | - | |
| LTI 2023 in cash (1st tranche) | 24 | | - | | 35 | | - | |
| Variable remuneration | 497 | 32% | 114 | 10% | 524 | 33% | 302 | 22% |
| Other | - | | - | | - | | - | |
| Total remuneration within the meaning of Art. 162 AktG | 1,563 | 100% | 1,167 | 100% | 1,577 | 100% | 1,354 | 100% |
| Pension expense according to IFRS | 317 | | 317 | | 327 | | 327 | |
| Total remuneration incl. pension expense | 1,880 | | 1,484 | | 1,904 | | 1,681 | |

| Members of the Board of Managing Directors in office as at 31 December 2025 | Carsten Schmitt
Chief Financial Officer
(since 19 February 2025) | | | Bernd Spalt
Chief Risk Officer
(since 1 January 2024) | | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2025
In thousand € | Share of TR | 2024
In thousand € | Share of TR | 2025
In thousand € | Share of TR |
| Basic salary | 854 | | - | | 990 | |
| Fringe benefits | 152¹ | | - | | 73 | |
| Fixed remuneration | 1,006 | 100% | - | | 1,063 | 90% |
| Short-term variable remuneration | - | | - | | 120 | |
| STI 2022 in virtual shares | - | | - | | - | |
| STI 2023 in cash | - | | - | | - | |
| STI 2023 in virtual shares | - | | - | | - | |
| STI 2024 in cash | - | | - | | 120 | |
| Long-term variable remuneration | - | | - | | - | |
| LTI 2017 in virtual shares | - | | - | | - | |
| LTI 2018 in cash | - | | - | | - | |
| LTI 2018 in virtual shares | - | | - | | - | |
| LTI 2019 in cash | - | | - | | - | |
| LTI 2023 in cash (1st tranche) | - | | - | | - | |
| Variable remuneration | - | | - | | 120 | 10% |
| Other | - | | - | | - | |
| Total remuneration within the meaning of Art. 162 AktG | 1,006 | 100% | - | | 1,183 | 100% |
| Pension expense according to IFRS | 275 | | - | | 317 | |
| Total remuneration incl. pension expense | 1,281 | | - | | 1,500 | |

¹ The fringe benefits received by Carsten Schmitt include expenses for security measures, which were incurred on a one-off basis due to his appointment.

| Members of the Board of Managing Directors in office as at 31 December 2025 | Christiane Vorspel
Chief Operating Officer
(since 1 September 2024) | | | |
| --- | --- | --- | --- | --- |
| | 2025 | | 2024 | |
| | In thousand € | Share of TR | In thousand € | Share of TR |
| Basic salary | 990 | | 330 | |
| Fringe benefits | 273¹ | | 29 | |
| Fixed remuneration | 1,263 | 97% | 359 | 100% |
| Short-term variable remuneration | 41 | | - | |
| STI 2022 in virtual shares | - | | - | |
| STI 2023 in cash | - | | - | |
| STI 2023 in virtual shares | - | | - | |
| STI 2024 in cash | 41 | | - | |
| Long-term variable remuneration | - | | - | |
| LTI 2017 in virtual shares | - | | - | |
| LTI 2018 in cash | - | | - | |
| LTI 2018 in virtual shares | - | | - | |
| LTI 2019 in cash | - | | - | |
| LTI 2023 in cash (1st tranche) | - | | - | |
| Variable remuneration | 41 | 3% | - | |
| Other | - | | - | |
| Total remuneration within the meaning of Art. 162 AktG | 1,304 | 100% | 359 | 100% |
| Pension expense according to IFRS | 316 | | 105 | |
| Total remuneration incl. pension expense | 1,620 | | 464 | |

¹ The increased fringe benefits received by Christiane Vorspel compared with the previous year are primarily due to one-off expenses for security measures as a result of her appointment.

| Former members of the Board of Managing Directors | Frank Annuscheit
(until 28 February 2019) | | | | Roland Boekhout
(until 31 December 2020) | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | 2024 | | 2025 | | 2024 | |
| | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR |
| Basic salary | - | | - | | - | | - | |
| Pension payments | 283 | | 117 | | - | | - | |
| Fringe benefits | - | | - | | - | | - | |
| Fixed remuneration | 283 | 51% | 117 | 12% | - | | - | |
| Short-term variable remuneration | - | | - | | - | | - | |
| STI 2022 in virtual shares | - | | - | | - | | - | |
| STI 2023 in cash | - | | - | | - | | - | |
| STI 2023 in virtual shares | - | | - | | - | | - | |
| STI 2024 in cash | - | | - | | - | | - | |
| Long-term variable remuneration | 274 | | 65 | | - | | - | |
| LTI 2017 in virtual shares | - | | 0¹ | | - | | - | |
| LTI 2018 in cash | - | | 65¹ | | - | | - | |
| LTI 2018 in virtual shares | 136¹ | | - | | - | | - | |
| LTI 2019 in cash | 138 | | - | | - | | - | |
| LTI 2023 in cash (1st tranche) | - | | - | | - | | - | |
| Variable remuneration | 274 | 49% | 65 | 7% | - | | - | |
| Other | - | | 806¹ | 82% | 110² | 100% | 185³ | 100% |
| Total remuneration within the meaning of Art. 162 AktG | 557 | 100% | 988 | 100% | 110 | 100% | 185 | 100% |
| Pension expense according to IFRS | - | | - | | - | | - | |
| Total remuneration incl. pension expense | 557 | | 988 | | 110 | | 185 | |

¹ The Supervisory Board and Frank Annuscheit agreed in June 2024 that Frank Annuscheit would receive 80% of the indicatively promised LTI for each of the years 2016 to 2018. The payments from LTI 2016 and LTI 2017, each in cash and in virtual shares, are shown under "Other".

² Proportional buy-out payment, 2019 tranche (cash-based portion).

³ Proportional buy-out payment, 2017 tranche (share-based portion).

| Former members of the Board of Managing Directors | Dr. Marcus Chromik
(until 31 December 2023) | | | Stephan Engels
(until 31 March 2020) | | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | 2024 | 2025 | | 2024 |
| | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR |
| Basic salary | - | | - | - | | - |
| Pension payments | - | | - | - | | - |
| Fringe benefits | - | | 2 | - | | - |
| Fixed remuneration | - | | 2 0% | - | | - |
| Short-term variable remuneration | 377 | | 277 | - | | - |
| STI 2022 in virtual shares | - | | 157 | - | | - |
| STI 2023 in cash | - | | 120 | - | | - |
| STI 2023 in virtual shares | 377 | | - | - | | - |
| STI 2024 in cash | - | | - | - | | - |
| Long-term variable remuneration | 358 | | 343 | 317 | | 320 |
| LTI 2017 in virtual shares | - | | 262 | - | | 239 |
| LTI 2018 in cash | - | | 81 | - | | 81 |
| LTI 2018 in virtual shares | 170 | | - | 170 | | - |
| LTI 2019 in cash | 152 | | - | 147 | | - |
| LTI 2023 in cash (1st tranche) | 36 | | - | - | | - |
| Variable remuneration | 735 | 100% | 620 | 56% | 317 | 100% |
| Other | - | | 495¹ | 44% | - | - |
| Total remuneration within the meaning of Art. 162 AktG | 735 | 100% | 1,117 | 100% | 317 | 100% |
| Pension expense according to IFRS | - | | - | - | | - |
| Total remuneration incl. pension expense | 735 | | 1,117 | 317 | | 320 |

¹Transitional pay from 1 January 2024 to 30 June 2024.

| Former members of the Board of Managing Directors | Dr. Manfred Knof
Former CEO
(until 30 September 2024) | | | | Michael Mandel
(until 30 September 2020) | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | 2024 | | 2025 | | 2024 | |
| | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR |
| Basic salary | 481¹ | | 1,924 | | - | | - | |
| Pension payments | - | | - | | - | | - | |
| Fringe benefits | 70 | | 225 | | - | | - | |
| Fixed remuneration | 551 | 31% | 2,149 | 42% | - | | - | |
| Short-term variable remuneration | 983 | | 595 | | - | | - | |
| STI 2022 in virtual shares | - | | 357 | | - | | - | |
| STI 2023 in cash | - | | 238 | | - | | - | |
| STI 2023 in virtual shares | 745 | | - | | - | | - | |
| STI 2024 in cash | 238 | | - | | - | | - | |
| Long-term variable remuneration | 71 | | - | | 318 | | 329 | |
| LTI 2017 in virtual shares | - | | - | | - | | 239 | |
| LTI 2018 in cash | - | | - | | - | | 90 | |
| LTI 2018 in virtual shares | - | | - | | 189 | | - | |
| LTI 2019 in cash | - | | - | | 129 | | - | |
| LTI 2023 in cash (1st tranche) | 71 | | - | | - | | - | |
| Variable remuneration | 1,054 | 59% | 595 | 12% | 318 | 100% | 329 | 100% |
| Other | 194² | 11% | 2,405³ | 47% | - | | - | |
| Total remuneration within the meaning of Art. 162 AktG | 1,799 | 100% | 5,149 | 100% | 318 | 100% | 329 | 100% |
| Pension expense according to IFRS | 159¹ | | 671 | | - | | - | |
| Total remuneration incl. pension expense | 1,958 | | 5,820 | | 318 | | 329 | |

¹ Basic salary and pension expenses for the period from 1 January 2025 to 31 March 2025 (expiration of employment contract).
² Cash portion of a compensation payment due in 2025 for reimbursement of forfeited variable remuneration in the amount of €193,500.00 as a result of moving to Commerzbank in 2021.
³ Basic salary for the period from 1 April 2025 to 31 December 2025 in the amount of €1,443,185.25 and transitional pay for the period from 1 January 2026 to 30 June 2026 in the amount of €962,123.50. The payments were made in accordance with the termination agreement in October 2024.

| Former members of the Board of Managing Directors | Klaus-Peter Müller
Former CEO
(Chairman of the Supervisory Board
until 8 May 2018) | | | | Dr. Jörg Oliveri del Castillo-Schulz
(until 30 June 2024) | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | 2024 | | 2025 | | 2024 | |
| | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR |
| Basic salary | - | | - | | - | | 743 | |
| Pension payments | 565 | | 532 | | - | | - | |
| Fringe benefits | 2 | | - | | 1 | | 44 | |
| Fixed remuneration | 567 | 100% | 532 | 100% | 1 | 0% | 787 | 74% |
| Short-term variable remuneration | - | | - | | 445 | | 275 | |
| STI 2022 in virtual shares | - | | - | | - | | 161 | |
| STI 2023 in cash | - | | - | | - | | 114 | |
| STI 2023 in virtual shares | - | | - | | 357 | | - | |
| STI 2024 in cash | - | | - | | 88 | | - | |
| Long-term variable remuneration | - | | - | | 34 | | - | |
| LTI 2017 in virtual shares | - | | - | | - | | - | |
| LTI 2018 in cash | - | | - | | - | | - | |
| LTI 2018 in virtual shares | - | | - | | - | | - | |
| LTI 2019 in cash | - | | - | | - | | - | |
| LTI 2023 in cash (1st tranche) | - | | - | | 34 | | - | |
| Variable remuneration | - | | - | | 479 | 100% | 275 | 26% |
| Other | - | | - | | - | | - | |
| Total remuneration within the meaning of Art. 162 AktG | 567 | 100% | 532 | 100% | 480 | 100% | 1,062 | 100% |
| Pension expense according to IFRS | - | | - | | - | | 249 | |
| Total remuneration incl. pension expense | 567 | | 532 | | 480 | | 1,311 | |

| Former members of the Board of Managing Directors | Michael Reuther
(until 31 December 2019) | | | | Dr. Stefan Schmittmann
(Chairman of the Supervisory Board until 3 August 2020) | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | 2024 | | 2025 | | 2024 | |
| | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR |
| Basic salary | - | | - | | - | | - | |
| Pension payments | 346 | | 229 | | 271 | | 268 | |
| Fringe benefits | - | | - | | - | | - | |
| Fixed remuneration | 346 | 57% | 229 | 48% | 271 | 100% | 268 | 100% |
| Short-term variable remuneration | - | | - | | - | | - | |
| STI 2022 in virtual shares | - | | - | | - | | - | |
| STI 2023 in cash | - | | - | | - | | - | |
| STI 2023 in virtual shares | - | | - | | - | | - | |
| STI 2024 in cash | - | | - | | - | | - | |
| Long-term variable remuneration | 264 | | 252 | | - | | - | |
| LTI 2017 in virtual shares | - | | 180 | | - | | - | |
| LTI 2018 in cash | - | | 72 | | - | | - | |
| LTI 2018 in virtual shares | 151 | | - | | - | | - | |
| LTI 2019 in cash | 113 | | - | | - | | - | |
| LTI 2023 in cash (1st tranche) | - | | - | | - | | - | |
| Variable remuneration | 264 | 43% | 252 | 52% | - | | - | |
| Other | - | | - | | - | | - | |
| Total remuneration within the meaning of Art. 162 AktG | 610 | 100% | 481 | 100% | 271 | 100% | 268 | 100% |
| Pension expense according to IFRS | - | | - | | - | | - | |
| Total remuneration incl. pension expense | 610 | | 481 | | 271 | | 268 | |

| Former members of the Board of Managing Directors | Nicholas Teller
(Member of the Supervisory Board until 31 December 2020) | | | Martin Zielke
Former CEO
(until 31 December 2020) | | |
| --- | --- | --- | --- | --- | --- | --- |
| | 2025 | | 2024 | 2025 | | 2024 |
| | In thousand € | Share of TR | In thousand € | Share of TR | In thousand € | Share of TR |
| Basic salary | - | | - | - | | - |
| Pension payments | 30 | | 30 | 329 | | - |
| Fringe benefits | - | | - | - | | - |
| Fixed remuneration | 30 | 100% | 30 | 100% | 329 | 39% |
| Short-term variable remuneration | - | | - | - | | - |
| STI 2022 in virtual shares | - | | - | - | | - |
| STI 2023 in cash | - | | - | - | | - |
| STI 2023 in virtual shares | - | | - | - | | - |
| STI 2024 in cash | - | | - | - | | - |
| Long-term variable remuneration | - | | - | 518 | | 535 |
| LTI 2017 in virtual shares | - | | - | - | | 403 |
| LTI 2018 in cash | - | | - | - | | 132 |
| LTI 2018 in virtual shares | - | | - | 277 | | - |
| LTI 2019 in cash | - | | - | 241 | | - |
| LTI 2023 in cash (1st tranche) | - | | - | - | | - |
| Variable remuneration | - | | - | 518 | 61% | 535 |
| Other | - | | - | - | | - |
| Total remuneration within the meaning of Art. 162 AktG | 30 | 100% | 30 | 100% | 847 | 100% |
| Pension expense according to IFRS | - | | - | - | | - |
| Total remuneration incl. pension expense | 30 | | 30 | 847 | | 535 |

IX. Remuneration for the 2025 financial year

The following table shows all remuneration that has been or will be awarded to the individual members of the Board of Managing Directors for the 2025 financial year. The table thus includes all payments that active members of the Board of Managing Directors or those who stepped down during the reporting year received or will receive for their work in the reporting year, and thus goes beyond disclosure of the remuneration awarded and owed in the 2025 financial year pursuant to Art. 162 AktG.

The basic salary and fringe benefits are shown in the "Fixed remuneration" column. The "Variable remuneration" column shows the variable remuneration in the form of the total target achievement amount set, the minimum, target and maximum amount of variable remuneration for each individual member of the Board of Managing Directors for the 2025 financial year, and the number of virtual shares for the STI component. Entitlement to the LTI and thus also to the virtual shares arises only after the pro rata deferral period for the relevant tranche and the retrospective performance evaluation. As a result, only the number of virtual shares for the STI is shown. Pension expense and any other benefits are specified in separate columns.

Fixed remuneration	Variable remuneration for the reporting year	Pension expense according to IFRS1	Other	Total
In thousand €	Basic salary	Fringe benefits2	Minimum	Target
Dr. Bettina Orlopp6 (CEO since 1 October 2024, previously Deputy CEO)	2025	1,674	228	0
	2024	1,418	90	0
Michael Kotzbauer (Deputy CEO since 1 October 2024)	2025	1,332	103	0
	2024	1,076	94	0
Sabine Minarsky	2025	990	76	0
	2024	990	63	0
Thomas Schaufler	2025	990	63	0
	2024	990	62	0
Carsten Schmitt7 (since 19 February 2025)	2025	854	152	0
	2024	-	-	-
Bernd Spalt (since 1 January 2024)	2025	990	73	0
	2024	990	60	0
Christiane Vorspel8 (since 1 September 2024)	2025	990	273	0
	2024	330	29	0
Total9	2025	7,821	968	0
	2024	8,460	667	0

Due to rounding the individual figures presented may not add up precisely to the totals provided.

1 Pension expense = service cost for the relevant financial year in line with the IFRS definition.
2 Non-monetary remuneration awarded, tax due on non-monetary remuneration and employer contributions to the BVV occupational retirement fund are shown under fringe benefits. Expenses for security measures reported under fringe benefits include installation and operating costs for security-related protective measures at the private residence of the respective Board member.
3 In the event of changes during the year, target values and maximum values are calculated pro rata in accordance with the duration of the entitlement to variable remuneration for the financial year or the underlying target amount for the respective function.
4 The total target achievement amount is broken down as follows: STI in cash (16%), STI in virtual shares (24%), LTI in cash (24%) and LTI in virtual shares (36%).
5 Entitlement to the LTI and thus also to the virtual shares arises only after the deferral period and the retrospective performance evaluation. Therefore, only the number of virtual STI shares is stated (conversion price: average of XETRA closing prices in January 2026 in the amount of €35.19 per share).
6 The increased fringe benefits received by Dr. Bettina Orlopp compared with the previous year are primarily due to higher one-off expenses for security measures as a result of her appointment as CEO.
7 The fringe benefits received by Carsten Schmitt include expenses for security measures, which were incurred on a one-off basis due to his appointment.
8 The increased fringe benefits received by Christiane Vorspel compared with the previous year are primarily due to one-off expenses for security measures as a result of her appointment.
9 The table only shows members of the Board of Managing Directors in office in the 2025 financial year. The amounts shown in the line "Total 2024" also include the figures for Dr. Manfred Knof and Dr. Jörg Oliveri del Castillo-Schulz, who left the company in the 2024 financial year. Dr. Manfred Knof was entitled to remuneration until expiry of his original appointment term on 31 December 2025 and subsequently to payment of transitional pay until 30 June 2026. He received the basic salary for the period from 1 April 2025 to 31 December 2025 amounting to €1,443,185 along with the transitional pay as a one-off payment in October 2024. Details are provided in the remuneration report for the 2024 financial year. The variable remuneration for the 2025 financial year will be presented in future remuneration reports in the tables showing the remuneration awarded and owed.

X. Outstanding virtual shares from variable remuneration

The virtual shares are not equity options that must be disclosed in accordance with legal requirements. They are nevertheless disclosed in order to provide an overview of the number of virtual shares. The table shows the number of virtual shares as at 31 December 2025, including the virtual shares awarded for the 2025 financial year.

	LTI 2019	LTI 2020¹	LTI 2021¹	LTI 2022¹	LTI 2023¹	STI 2024	LTI 2024¹	STI 2025	LTI 2025¹	Total
Maturity	from 2026²	from 2027	from 2028	from 2029	from 2026	2026	from 2027	2027	from 2028
Members of the Board of Managing Directors in office as at 31 December 2025
Dr. Bettina Orlopp	26,570	0	20,132	25,390	33,757	15,340	23,009	8,831	13,246	166,275
Michael Kotzbauer	-	-	29,886	25,755	26,806	12,136	18,203	7,207	10,811	130,804
Sabine Minarsky	-	-	-	-	23,160	10,072	15,108	4,997	7,495	60,832
Thomas Schaufler	-	-	2,480	24,313	24,018	10,347	15,520	4,817	7,225	88,720
Carsten Schmitt	-	-	-	-	-	-	-	4,196	6,294	10,490
Bernd Spalt	-	-	-	-	-	10,438	15,657	4,997	7,495	38,587
Christiane Vorspel	-	-	-	-	-	3,541	5,311	4,997	7,495	21,344
Former members of the Board of Managing Directors
Frank Annuscheit	25,418	-	-	-	-	-	-	-	-	25,418
Roland Boekhout²	-	19,610	-	-	-	-	-	-	-	19,610
Dr. Marcus Chromik	28,026	0	22,489	20,810	24,447	-	-	-	-	95,772
Stephan Engels	26,934	0	-	-	-	-	-	-	-	26,934
Jörg Hessenmüller	25,921	0	0	-	-	-	-	-	-	25,921
Dr. Manfred Knof³	-	-	83,298	47,256	48,350	20,644	30,966	9,887	14,830	255,231
Michael Mandel	23,659	0	-	-	-	-	-	-	-	23,659
Dr. Jörg Oliveri del Castillo-Schulz	-	-	-	22,458	23,160	7,623	11,434	-	-	64,675
Michael Reuther	20,747	-	-	-	-	-	-	-	-	20,747
Sabine Schmittroth	-	0	21,265	19,780	-	-	-	-	-	41,045
Martin Zielke	44,319	0	-	-	-	-	-	-	-	44,319

“-” within the table means that the corresponding remuneration component does not apply (e.g. due to lack of entitlement); “0” means that there is no entitlement to the remuneration component because the target achievement in the financial year was zero or the Supervisory Board decided to cancel it.

¹ Subject to subsequent performance evaluation.
² Roland Boekhout's virtual shares are based on a reimbursement of variable remuneration forfeited as a result of moving to Commerzbank (2019 tranche: 19,610 shares due in 2026).
³ The LTI 2021 includes 25,887 virtual shares from a reimbursement of variable remuneration forfeited as a result of moving to Commerzbank. By way of deviation, they are payable in 2026.

XI. Share ownership obligation: Share Ownership Guideline (SOG)

Since the 2023 financial year, all members of the Board of Managing Directors have been obliged to purchase Commerzbank shares in the amount of their respective annual basic salary and to hold them for their entire term of office on the Board. The value of Commerzbank shares is determined based on an average price for the Commerzbank share. The holding of shares can be built up gradually. During the build-up phase, the members of the Board of Managing Directors are obliged to invest at least half of the net amount of their paid variable remuneration in Commerzbank shares each year until the minimum holding in the amount of their annual basic salary is reached. Once the minimum holding is reached, every Board member is obliged to buy additional shares if the value of the shares held falls below the threshold amount of an annual basic salary as at 31 March of any year. The shares must be held for the entire term of office as a member of the Board of Managing Directors.

The table below shows the number of Commerzbank shares held at the end of the acquisition period on 30 June 2025. Because the build-up phase currently applies to every serving member of the Board of Managing Directors, the minimum holding does not yet have to be met:

Member of the Board of Managing Directors	Minimum holding 2025		Demonstrable
	Amount in €	Number of shares¹	Number of shares as at 30 June 2025	Proportion of minimum holding
Dr. Bettina Orlopp	1,674,247	84,218	63,913	75.9%
Michael Kotzbauer	1,332,000	67,002	33,390	49.8%
Sabine Mlnarsky	990,000	49,799	10,836	21.8%
Thomas Schaufler	990,000	49,799	28,000	56.2%
Carsten Schmitt²	990,000	49,799	10,000	20.1%
Bernd Spalt	990,000	49,799	1,300	2.6%
Christiane Vorspel	990,000	49,799	2,105	4.2%

¹Number of shares of minimum holding based on the average XETRA closing price for the first quarter of 2025 of €19.88 per share.
²Carsten Schmitt had no obligation to buy shares in the reporting year as no variable remuneration was paid to him in that year. The number of shares stated is based on an acquisition outside the purchase obligation under the Share Ownership Guideline.

XII. Outlook: LTI targets for the 2026 financial year

A new remuneration system came into effect on 1 January 2026. The new remuneration system sets forward-looking targets for the long-term component of variable remuneration for the first time. These consist of financial Group targets, a target for relative total shareholder return (rTSR) and ESG targets. The accrual period for the current targets spans the three years from 2026 to 2028. As in the current remuneration system, both the STI and the LTI are 60% share-based. Compensation for dividends paid on the share-based portion of the STI and LTI is only provided during the 12-month retention period. This means that compensation is only paid for vested virtual shares. In particular, no compensation will be provided for dividend payments on the share-based portion of the LTI that is distributed by Commerzbank AG during the three-year accrual period or during the deferral period.

Variable remuneration 2026

The Supervisory Board has set the following targets for the LTI for the 2026 to 2028 accrual period:

1. Group financial targets (60% weighting)

The LTI financial Group targets consist of two equally weighted key metrics: the cost/income ratio and the net RoTE:

Cost/income ratio (CIR)

The cost/income ratio is one of the key metrics for managing cost development and income performance. It provides a means of measuring cost efficiency and directly reflects the Group's economic performance.

Net return on tangible equity (net RoTE)

Net RoTE measures the targeted minimum return on equity invested and is a key metric for evaluating the Group's success.

Both metrics are improved on a continuous basis as part of the "Momentum" strategy. The Supervisory Board has set specific target values for each year of the accrual period, with achievement calculated on the basis of the average value over the three years. This methodology creates long-term incentives for consistent economic performance and prevents short-term, investment-related fluctuations in performance. The approach also smooths out extraordinary effects.

Cost/income ratio (50%)

Background information

Net return on tangible equity (50%)

Background information

The net RoTE is calculated as follows:

Consolidated profit (excluding variable remuneration and restructuring expenses) after deducting the potential AT-1 coupon
Tangible equity
Target achievement for the LT1 component net RoTE:
---
TA
2026

2. Relative total shareholder return (20% weighting)

Targeted pursuit of the relative total shareholder return takes into account the interests of shareholders. The rTSR measures the total return of Commerzbank shares compared to the EURO STOXX Banks index and is a direct indicator of how competitive and attractive the share is on the market.

Performance is measured based on the final value after the three-year accrual period, which creates transparency regarding the company's long-term performance on the capital market.

Given the exceptionally strong share price performance recorded over the past two years, Commerzbank is starting the new performance cycle from a high baseline. Achieving performance at the index level alone therefore constitutes an ambitious target in itself. The vesting threshold has been set below the index to ensure that the incentives defined moving forward remain effective while also maintaining a demanding performance level.

Relative total shareholder return (20%)

Commerzbank share ./. EURO STOXX Banks index (SX7E, total return)

ESG targets (weighting 20%)

Target

Basis of measurement & determination of targets

2026 2027 2028

50% SBTi

Reduction in $\mathrm{CO}_{2}$ intensities of the eight SBTi sector portfolios when considering all sectors cumulatively (weighted) in accordance with the SBTi commitment, evaluated based on the Q3 2028 target value; baseline value corresponds to actual value for Q3/2025

-14% reduction

50% $\mathrm{CO}_{2}$ emissions from the Bank's own operations

Reduction of $\mathrm{CO}_{2}$ emissions from Scope 1 and Scope 2 emissions in banking operations by a total of $15\%$ for the 2026 to 2028 reporting years of Commerzbank AG (in Germany and abroad). Basis: reporting year 2025

-15% reduction

Employee satisfaction

Improvement of the Employee Engagement Index at Commerzbank AG in Germany and internationally - annual measurement, target achievement averaged

75 75 75

Corporate culture

Actively setting an example and promoting corporate values and the culture of integrity; evaluation taking account of the integrity score; dealing with SREP findings and internal audit findings; actively demonstrating an inclusive and supportive leadership culture; supporting diversity and gender equality (including the advancement of women in leadership positions) - annual evaluation, target achievement averaged

Target achievement at the reasonable discretion of the Supervisory Board

Commerzbank has also set clear targets in the area of sustainability. The ESG targets are derived from the Group and sustainability strategy and consolidate the progress made so far. This includes the following topics in particular:

Environmental targets

A key focus remains the targeted reduction of $\mathrm{CO}{2}$ emissions. In addition to reducing emissions in its own banking operations, Commerzbank is committed to reducing the financed $\mathrm{CO}{2}$ emissions of its customers.

Employee satisfaction and corporate culture

Promoting a positive corporate culture and increasing employee satisfaction on an ongoing basis also form an integral part of the Bank's ESG targets. Measurements are averaged over the entire period to promote continuous improvement. This methodical approach paves the way for sustainable change and minimises the risk of short-term, inefficient measures.

Strategic targets and measurement methodology

Combining financial, market-related targets and sustainability-related targets ensures that Commerzbank uses a holistic approach. Consideration is given to average as well as final values. In this way, the Supervisory Board adopts a sustainable methodology that not only incentivises balanced and long-term success, but also ensures that investments and innovations are implemented sustainably and continuously, rather than being deferred. This allows Commerzbank to take into account exceptional effects that could influence the accrual period and creates transparency in performance measurement overall.

B. Supervisory Board

Core elements of the remuneration system and of the remuneration for the 2025 financial year

Supervisory Board remuneration is regulated in Art. 15 of the Articles of Association. The version of Art. 15 applicable in the 2025 financial year was adopted by the Annual General Meeting on 11 May 2022.

Under the remuneration system applicable in the 2025 reporting year, members of the Supervisory Board receive basic remuneration of €80,000 for each financial year. The Chairman receives triple and the Deputy Chairman double this amount. Members also receive an additional €30,000 annually for sitting on a committee of the Supervisory Board that meets several times in the calendar year. The committee chairperson receives double this amount for chairing each committee. Additional remuneration is paid for a maximum of three committee appointments, taking the figures for the three highest paid positions. Members of the Supervisory Board who only belonged to the Board or one of its committees for part of a financial year receive reduced remuneration for that year calculated pro rata temporis. In addition, each member of the Supervisory Board receives an attendance fee of €1,500 for each meeting of the Supervisory Board or one of its committees in which the member participates. Where several meetings take place on a single day, only one attendance fee is paid. The basic remuneration, remuneration for serving on committees and attendance fees are payable at the end of the financial year.

Commerzbank AG reimburses any expenses incurred by members of the Supervisory Board in the performance of their duties and any VAT due on remuneration or expenses. Any employer contributions due under foreign law for Supervisory Board activities are also paid for each member of the Supervisory Board. The Chairman of the Supervisory Board is provided with appropriate human and material resources and, in particular, is reimbursed for travel costs incurred as part of the duties of representation and costs for requisite security measures arising from his position. Members of the Supervisory Board received total net remuneration for the reporting year of €3,993,000 (previous year: €3,780,000). Of this amount, €1,837,000 is accounted for by basic remuneration (previous year: €1,840,000) and €1,568,000 by remuneration for serving on committees (previous year: €1,412,000). Attendance fees were €588,000 (previous year: €528,000). The following table shows the remuneration awarded and owed pursuant to Art. 162 (1) sentence 2 no. 1 AktG and includes all payments (net amounts) that were due in the 2025 reporting year.

In thousand €	Year	Basic remuneration	Share of TR	Remuneration for serving on committees	Share of TR	Attendance fee	Share of TR	Total remuneration (TR)
Prof. Dr. Jens Weidmann	2025	240	52%	180	39%	45	10%	465
	2024	240	56%	150	35%	42	10%	432
Sascha Uebel	2025	157	56%	90	32%	35	12%	282
	2024	80	43%	68	37%	36	20%	184
Heike Anscheit	2025	80	63%	30	23%	18	14%	128
	2024	80	63%	30	24%	17	13%	127
Gunnar de Buhr	2025	80	48%	60	36%	27	16%	167
	2024	80	49%	60	37%	23	14%	163
Harald Christ	2025	80	40%	90	45%	30	15%	200
	2024	80	41%	90	46%	26	13%	196
Dr. Frank Czichowski	2025	80	37%	90	42%	45	21%	215
	2024	80	39%	90	44%	36	17%	206
Sabine Ursula Dietrich	2025	80	42%	90	47%	23	12%	193
	2024	80	42%	90	47%	21	11%	191
Dr. Michael Gorriz
(since 15 May 2025)	2025	50	50%	38	37%	14	13%	101
	2024	-	-	-	-	-	-	-
Burkhard Keese	2025	80	33%	120	50%	39	16%	239
	2024	80	38%	98	47%	32	15%	210
Thomas Kühnl
(since 1 January 2025)	2025	80	63%	30	23%	18	14%	128
	2024	-	-	-	-	-	-	-
Sabine Lautenschläger-Peiter
(since 15 May 2025)	2025	50	39%	57	44%	23	17%	129
	2024	-	-	-	-	-	-	-
Maxi Leuchters	2025	80	47%	60	35%	30	18%	170
	2024	80	56%	38	27%	24	17%	142
Daniela Mattheus	2025	80	44%	79	43%	24	13%	183
	2024	80	50%	60	37%	21	13%	161
Nina Olderdissen	2025	80	41%	90	46%	27	14%	197
	2024	80	63%	30	23%	18	14%	128
Sandra Persiehl	2025	80	48%	60	36%	26	15%	166
	2024	80	49%	60	37%	24	15%	164
Michael Schramm	2025	80	39%	90	44%	36	17%	206
	2024	80	45%	68	39%	29	16%	177
Caroline Seifert	2025	80	53%	49	33%	21	14%	150
	2024	80	63%	30	24%	17	13%	127
Kevin Voß
(since 1 January 2025)	2025	80	61%	30	23%	21	16%	131
	2024	-	-	-	-	-	-	-
Frederik Werning
(since 30 April 2024)	2025	80	53%	49	33%	21	14%	150
	2024	53	61%	20	23%	14	16%	87
Frank Westhoff	2025	80	33%	120	49%	44	18%	244
	2024	80	34%	120	51%	38	16%	238
Total	2025	1,778		1,501		564		3,842
	2024	1,413		1,102		414		2,929

In thousand €	Year	Basic remuneration	Share of TR	Remuneration for serving on committees	Share of TR	Attendance fee	Share of TR	Total remuneration (TR)
Former members of the Supervisory Board
Dr. Jutta A. Dönges	2025	30	39%	34	44%	14	18%	77
(until 15 May 2025)	2024	80	39%	90	44%	35	17%	205
Dr. Gertrude Tumpel-Gugerell	2025	30	40%	34	45%	11	14%	74
(until 15 May 2025)	2024	80	40%	90	45%	29	14%	199
Total¹	2025	1,837		1,568		588		3,993
	2024	1,840		1,412		528		3,780

Due to rounding, the individual figures presented may not add up precisely to the totals provided.

¹Only members of the Supervisory Board who received remuneration in the 2025 financial year are shown in the table. The amounts shown in the "Grand total" line for 2024 comprise the remuneration of all members of the Supervisory Board for the 2024 financial year, i.e. they also include the remuneration of those members of the Supervisory Board who received no remuneration in the 2025 financial year and are therefore not listed in the table.

The 2025 Annual General Meeting approved an increase in the remuneration of the members of the Supervisory Board effective from 1 January 2026 by a large majority of approximately 97.9%. The new remuneration system is published on the Commerzbank website. The key aspects are also published in the 2024 remuneration report. Basic remuneration pursuant to Article 12 (1) of the Articles of Association amounts to €90,000. The Chairman still receives triple and the Deputy Chairman double this amount. Under the new system, the remuneration for membership in a committee that meets several times a year, as defined by Article 12 (2) of the Articles of Association, is €33,000; the committee chairperson receives double this amount for chairing each committee.

C. Comparative presentation of income performance and the annual change in remuneration

The following tables show Commerzbank's income performance, the annual change in the remuneration of the members of the Board of Managing Directors and the Supervisory Board, and the average remuneration of employees compared with the previous year.

I. Income performance

Commerzbank AG's income performance has to be disclosed pursuant to Art. 162 (1) sentence 2 no. 2 AktG. This is determined on the basis of the net profit or loss calculated in accordance with the German Commercial Code (HGB). The consolidated operating profit or loss under IFRS and net RoTE are also included, as since 2023 these have been the key financial measures for assessing target achievement.

II. Board of Managing Directors remuneration/ Supervisory Board remuneration

The tables show the remuneration awarded and owed to the members of the Board of Managing Directors and Supervisory Board within the meaning of Art. 162 (1) sentence 1 AktG. Further information on the changes compared to the respective previous year can be found in the tables detailing the remuneration awarded and owed to the Board of Managing Directors and Supervisory Board in the corresponding remuneration reports.

III. Average employee remuneration

The average employee remuneration is based on the Group's gross personnel expenses¹ on a full-time equivalent basis. The selection therefore includes all employees of the Commerzbank Group and constitutes a representative average that is essentially independent of restructuring within the Group.

In the 2025 financial year, the number of employees was 37,178 full-time equivalents (FTEs); in the 2024 financial year it was 36,666 FTEs, in the 2023 financial year 36,118² FTEs, in the 2022 financial year 36,171 FTEs and in the 2021 financial year 38,281 FTEs.

Average remuneration includes personnel expenses for basic salaries, variable remuneration, pensions, other fringe benefits and social security contributions paid for a financial year. This ensures better comparability with the company's income performance in the financial year as shown. This does not apply to Board remuneration, which is presented solely on the basis of the remuneration received in the financial year; that gives rise to differences in terms of comparability. There is a divergence with respect to the variable remuneration of Board members, in particular, since this is only paid out after the end of the financial year. That makes it difficult to draw any direct comparisons between the remuneration of Board members and employees.

¹ Gross personnel expenses also include the Group's own personnel expenses for the production of internally developed software, which are not included in personnel expenses under IFRS accounting rules.

² In 2023, the FTE total was switched from FTEs excluding trainees at the end of the year to the average number of FTEs excluding trainees in the financial year, in order to capture the annual average of employee remuneration in a methodologically consistent way.

I. Income performance (in €m)

Financial year	2021	Change	2022	Change	2023	Change	2024	Change	2025
Net profit/loss for the year Commerzbank AG (HGB)	-1,409	n/a	398	202%	1,200	91%	2,294	3%	2,374
Consolidated operating profit or loss Commerzbank (IFRS)	1,183	77%	2,099	63%	3,421	12%	3,837	18%	4,509
Net RoTE Commerzbank Group (in %)	1.0	390%	4.9	57%	7.7	19%	9.2	-5%	8.7%

II. Average employee remuneration on an FTE basis (in thousand €)

Financial year	2021	Change	2022	Change	2023	Change	2024	Change	2025
	90	4%	94	5%	99	3%	102	6%	108

III. Board of Managing Directors remuneration (in thousand €)

Financial year	2021	Change	2022	Change	2023	Change	2024	Change	2025
Dr. Bettina Orlopp	1,208	17%	1,413	26%	1,787	11%	1,989	49%	2,964
Michael Kotzbauer	1,131	13%	1,280	18%	1,509	-1%	1,497	35%	2,028
Sabine Mlnarsky	-	-	-	-	1,067	9%	1,167	34%	1,563
Thomas Schaufler	87	1,106%¹	1,049	15%	1,203	13%	1,354	16%	1,577
Carsten Schmitt	-	-	-	-	-	-	-	-	1,006
Bernd Spalt	-	-	-	-	-	-	1,050	13%	1,183
Christiane Vorspel	-	-	-	-	-	-	359	263%²	1,304

¹ Change calculated on the basis of Thomas Schaufler's pro rata remuneration in 2021.
² Change calculated on the basis of Christiane Vorspel's pro rata remuneration in 2024.

Former members of the Board of Managing Directors

Financial year	2021	Change	2022	Change	2023	Change	2024	Change	2025
Frank Annuscheit
(until 28 February 2019)	817	-82%	145	-100%	0	-	988	-44%	557
Roland Boekhout
(until 31 December 2020)	1,149	-5%	1,095	-87%	145	28%	185	-41%	110
Dr. Marcus Chromik
(until 31 December 2023)	1,171	17%	1,365	35%	1,849	-40%	1,117	-34%	735
Stephan Engels
(until 31 March 2020)	315	6%	333	41%	470	-32%	320	-1%	317
Dr. Manfred Knof
(until 30 September 2024)	2,077	12%	2,316	29%	2,979	73%	5,149	-65%	1,799
Michael Mandel
(until 30 September 2020)	1,162	-21%	914	-58%	385	-15%	329	-3%	318
Klaus-Peter Müller
(until 15 May 2008)¹	516	1%	523	1%	527	1%	532	7%	567
Dr. Jörg Oliveri del Castillo-Schulz
(until 30 June 2024)	-	-	1,062	10%	1,172	-9%	1,062	-55%	480
Michael Reuther
(until 31 December 2019)	308	0%	308	19%	367	31%	481	27%	610
Dr. Stefan Schmittmann
(until 31 December 2015)²	253	65%	418	-36%	266	1%	268	1%	271
Nicholas Teller
(until 31 May 2008)³	14	107%	29	0%	29	3%	30	0	30
Martin Zielke
(until 31 December 2020)	2,081	2%	2,119	-65%	752	-29%	535	58%	847

¹ Chairman of the Supervisory Board until 8 May 2018.
² Chairman of the Supervisory Board until 3 August 2020.
³ Member of the Supervisory Board until 31 December 2020.

IV. Remuneration of the Supervisory Board (in thousand €)

Financial year	2021	Change	2022	Change	2023	Change	2024	Change	2025
Prof. Dr. Jens Weidmann	-	-	-	-	250	73%	432	8%	465
Sascha Uebel	-	-	-	-	100	84%	184	53%	282
Heike Anscheit	121	2%	124	6%	131	-3%	127	1%	128
Gunnar de Buhr	159	1%	160	6%	169	-4%	163	2%	167
Harald Christ	-	-	-	-	116	69%	196	2%	200
Dr. Frank Czichowski	186	6%	197	3%	203	1%	206	4%	215
Sabine Ursula Dietrich	166	11%	185	5%	194	-2%	191	1%	193
Dr. Michael Gorriz (since 15 May 2025)	-	-	-	-	-	-	-	-	101
Burkhard Keese	119	63%	194	2%	197	7%	210	14%	239
Thomas Kühnl (since 1 January 2025)	-	-	-	-	-	-	-	-	128
Sabine Lautenschläger-Peiter (since 15 May 2025)	-	-	-	-	-	-	-	-	129
Maxi Leuchters	-	-	-	-	78	82%	142	20%	170
Daniela Mattheus	73	70%	124	20%	149	8%	161	14%	183
Nina Olderdissen	-	-	-	-	78	64%	128	54%	197
Sandra Persiehl	-	-	-	-	99	66%	164	1%	166
Michael Schramm	-	-	-	-	100	77%	177	16%	206
Caroline Seifert	73	70%	124	6%	131	-3%	127	18%	150
Kevin Voß (since 1 January 2025)	-	-	-	-	-	-	-	-	131
Frederik Werning	-	-	-	-	-	-	87	72%	150
Frank Westhoff	133	72%	229	2%	233	2%	238	3%	244

Former members of the Supervisory Board

Financial year	2021	Change	2022	Change	2023	Change	2024	Change	2025
Dr. Jutta A. Dönges (until 15 May 2025)	183	4%	191	6%	202	1%	205	-62%	77
Dr. Gertrude Tumpel-Gugerell (until 15 May 2025)	175	9%	190	2%	194	3%	199	-63%	74

Independent Auditor's Report

To COMMERZBANK Aktiengesellschaft, Frankfurt am Main,

Report on the audit of the remuneration report

We have audited the attached remuneration report of COMMERZBANK Aktiengesellschaft, Frankfurt am Main, for the financial year from January 1st to December 31st, 2025, including the related disclosures, prepared to meet the requirements of Section 162 AktG [Aktiengesetz: German Stock Corporation Act].

Responsibilities of Management and the Supervisory Board

The management and the Supervisory Board of COMMERZBANK Aktiengesellschaft are responsible for the preparation of the remuneration report, including the related disclosures, in accordance with the requirements of Section 162 AktG. The management and the Supervisory Board are also responsible for such internal control as they have determined necessary to enable the preparation of the remuneration report that is free from material misstatement, whether due to fraud or error.

Auditor's responsibilities

Our responsibility is to express an opinion on this remuneration report, including the related disclosures, based on our audit. We conducted our audit in accordance with the German Generally Accepted Standards for Financial Statement Audits promulgated by the Institut der Wirtschaftsprüfer [Institute of Public Auditors in Germany] (IDW). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the remuneration report, including the related disclosures, is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts, including the related disclosures, in the remuneration report. The procedures selected depend on the auditor's professional judgement. This includes an assessment of the risks of material misstatement, whether due to fraud or error, in the remuneration report, including the related disclosures. In assessing these risks, the auditor considers the internal control system relevant for the preparation of the remuneration report, including the related disclosures. The objective is to plan and perform audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management and the Supervisory Board, as well as evaluating the overall presentation of the remuneration report, including the related disclosures.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, on the basis of the knowledge obtained in the audit, the remuneration report for the financial year from January 1st to December 31st, 2025, including the related disclosures, complies in all material respects with the financial reporting requirements of Section 162 AktG.

Other matter - formal examination of the remuneration report

The substantive audit of the remuneration report described in this independent auditor's report includes the formal examination of the remuneration report required by Section 162 (3) AktG, including issuing an assurance report on this examination. As we have issued an unqualified opinion on the substantive audit of the remuneration report, this opinion includes the conclusion that the disclosures pursuant to Section 162 (1) and (2) AktG have been made, in all material respects, in the remuneration report.

Limitation of liability

The terms governing this engagement, which we fulfilled by rendering the aforesaid services to COMMERZBANK Aktiengesellschaft, are set out in the General Engagement Terms for Wirtschaftsprüfer and Wirtschaftsprüfungsgesellschaften [German Public Auditors and Public Audit Firms] as amended on 1 February 2024. By taking note of and using the information as contained in this auditor's report, each recipient confirms to have taken note of the terms and conditions laid down therein (including the limitation of liability of EUR 4 million for negligence under Clause 9 of the General Engagement Terms) and acknowledges their validity in relation to us.

Frankfurt am Main, 23 March 2026

KPMG AG
Wirtschaftsprüfungsgesellschaft
[Original German version signed by:]

Wiechens
Wirtschaftsprüfer
(German Public Auditor)

Böth
Wirtschaftsprüfer
(German Public Auditor)

COMMERZBANK

The German version of this Remuneration Report is the authoritative version and only the German version of the Remuneration Report is audited by the auditors.

Commerzbank AG

Head Office
Kaiserplatz
Frankfurt/Main
www.commerzbank.de

Postal address
60261 Frankfurt/Main
[email protected]

Investor Relations
https://investor-relations.commerzbank.com/de
[email protected]

AI assistant

Commerzbank AG — Remuneration Information 2026

81_cgr_2026-03-24_fc7ac9bd-cef1-469e-80c1-0c6020cf112f.pdf

Remuneration Report 2025

A. Board of Managing Directors

Core elements of the remuneration system and of the remuneration for the 2025 financial year

Review of the 2025 financial year

Vote on the 2024 remuneration report at the 2025 Annual General Meeting

Overview of the remuneration system

I. Principles of the remuneration of the Board of Managing Directors

1. Alignment of Board of Managing Directors remuneration with strategy

2. Key features of the remuneration system until the 2025 financial year

2.1. Fixed remuneration components

2.2. Performance-related remuneration components (variable remuneration)

Short-term incentive (STI)

Long-term incentive (LTI)

2.2.1. Target amount

2.2.2. Target setting

2.2.3. Target achievement

Overview of the variable remuneration system

2.2.4. Review of bonus pool for variable remuneration / amendment clause

4. Pension provision

5. Maximum remuneration

II. Temporary deviation from the remuneration system

III. Appropriateness of remuneration

IV. Benefits upon termination of employment

V. Reimbursement of lost variable remuneration and other compensation payments

VI. Termination agreements with members of the Board of Managing Directors

VII. Targets and target achievement for the 2025 financial year

1. Targets and target achievement of the members of the Board of Managing Directors for the 2025 financial year

1.1. Group target

Financial targets

ESG targets

1.2. Departmental targets

Dr. Bettina Orlopp

Michael Kotzbauer

Sabine Minarsky

Thomas Schaufler

Carsten Schmitt

Bernd Spalt

Christiane Vorspel

1.3. Individual targets

2. Overall target achievement in 2025

3. LTI for the 2019 financial year and LTI 2023 (1st tranche)

4. Clawback

VIII. Remuneration awarded and owed pursuant to Art. 162 AktG

IX. Remuneration for the 2025 financial year

X. Outstanding virtual shares from variable remuneration

XI. Share ownership obligation: Share Ownership Guideline (SOG)

XII. Outlook: LTI targets for the 2026 financial year

1. Group financial targets (60% weighting)

Cost/income ratio (CIR)

Net return on tangible equity (net RoTE)

Net return on tangible equity (50%)

Background information

2. Relative total shareholder return (20% weighting)

Relative total shareholder return (20%)

Target

50% SBTi

50% $\mathrm{CO}_{2}$ emissions from the Bank's own operations

Employee satisfaction

Corporate culture

Environmental targets

Employee satisfaction and corporate culture

Strategic targets and measurement methodology

B. Supervisory Board

Core elements of the remuneration system and of the remuneration for the 2025 financial year

C. Comparative presentation of income performance and the annual change in remuneration

Independent Auditor's Report

Report on the audit of the remuneration report

Responsibilities of Management and the Supervisory Board

Auditor's responsibilities

Opinion

Other matter - formal examination of the remuneration report

Limitation of liability

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Commerzbank AG Remuneration Information 2026