REG-Commerzbank Aktiengesellschaft Invitation to virtual Annual General Meeting of Commerzbank on 31 May 2023

COMMERZBANK AGAnnouncement

20/04/2023 14:30

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   Commerzbank Aktiengesellschaft (CZB)
   Invitation to virtual Annual General Meeting of Commerzbank on 31 May 2023

   20-Apr-2023 / 15:26 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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     • Decision on dividend proposal and election of Supervisory Board
       members on agenda
     • Virtual Annual General Meeting based on new legal framework

   Commerzbank AG has today published the invitation to its Annual General
   Meeting on Wednesday, 31 May 2023. The event will again take place
   virtually without the physical presence of the shareholders or their
   proxies (except for the voting rights representatives of the Company). The
   Annual General Meeting will begin at 10 a.m. and will be transmitted live
   online. Registered and legitimate shareholders can attend the meeting
   electronically. Shareholders’ voting rights can be exercised by the
   shareholders personally or by proxies via a postal vote or by granting
   proxy to the voting rights representatives of the Company in each case
   also by way of electronic communication.

   In addition, the format has been developed further to allow shareholders
   to actively participate live with the right to speak and to ask questions
   at the event. The Bank is utilising the new legal options for virtual
   general meetings as an equivalent alternative to an in-person meeting. “We
   are transferring the benefits of an on-site Annual General Meeting into a
   virtual format while fully respecting shareholders’ rights. In this way,
   we offer our shareholders a modern and practical opportunity to
   participate in our Annual General Meeting also in terms of sustainability,
   time, and costs,” explained Commerzbank’s Chairman of the Board of
   Managing Directors Dr Manfred Knof.

   In addition to the letter to the shareholders from the Chairman of the
   Supervisory Board, Helmut Gottschalk, which is published with the
   invitation, the advance manuscripts of the speech by Chief Executive
   Officer (CEO) Manfred Knof and of the main points addressed by the
   Chairman of the Supervisory Board are expected to be made available
    1 online on 26 May 2023.

   Of particular note are the following items on the agenda:

   Resolution on the use of distributable profits (item 2)

   For the first time in four years, the Bank plans to pay a dividend again.
   The Board of Managing Directors and the Supervisory Board of Commerzbank
   propose that the distributable profits for the financial year 2022, as
   reported in the annual financial statements, are used to pay a dividend of
   €0.20 per dividend-bearing share. In addition, with the approval of the
   Supervisory Board, the Board of Managing Directors has submitted an
   application for the approval of a share buy-back programme with a volume
   of €122 million using an existing reserve resolution of the Annual General
   Meeting for this purpose.

   New election of members of the Supervisory Board (item 7)

   The term in office of all members of the Supervisory Board representing
   the shareholders ends at the conclusion of this year’s Annual General
   Meeting, and consequently, a new election by the general shareholders’
   meeting is required. Five women and five men are proposed for election.
   Meaning that, if elected, the twenty-member Supervisory Board will be
   composed of equal numbers of women and men. The employees’ representatives
   have already elected five women and five men. The term of the newly
   elected Supervisory Board members will again be four years and will end
   with the Annual General Meeting which will decide on the ratification of
   actions for the fiscal year 2026.

   The Supervisory Board proposes to the Annual General Meeting that the
   following persons be elected to the Supervisory Board as shareholder
   representatives: Harald Christ (managing shareholder of Christ & Company
   Management GmbH), Dr Frank Czichowski (former Senior Vice
   President/Treasurer KfW Banking Group), Sabine U. Dietrich (former member
   of the Board of Directors of BP Europe SE), Dr Jutta A. Dönges (Chief
   Financial Officer of Uniper SE), Burkhard Keese (Chief Operating and
   Financial Officer, Lloyd’s of London), Daniela Mattheus (Co-Managing
   Partner, European Center for Board Effectiveness GmbH), Caroline Seifert
   (Management Consultant for Transformation), Dr Gertrude Tumpel-Gugerell
   (former member of the Executive Board of the European Central Bank), Dr
   Jens Weidmann (former President of Deutsche Bundesbank and former member
   of the Governing Council of the European Central Bank) and Frank Westhoff
   (former member of the Board of Managing Directors of DZ Bank AG).

   If the Annual General Meeting accepts these proposals, with Harald Christ
   and Jens Weidmann there will be two new shareholder representatives on the
   Supervisory Board. The Chairman of the Supervisory Board Helmut Gottschalk
   and Board member Robin J. Stalker will leave the Supervisory Board at the
   conclusion of this year’s Annual General Meeting. If elected, Jens
   Weidmann will be proposed to the members of the Supervisory Board as its
   Chairman.

   “I’m pleased to hand over the position as Chairman of the Supervisory
   Board at a time when we can say with full conviction that Commerzbank is
   on a good track – and that I was able to make my contribution to this,”
   said Helmut Gottschalk. “Thanks to the early initiation of the succession
   process, we’ve been able to win Dr Weidmann, a highly respected person in
   the financial sector far beyond Germany, as a nominee for the election to
   the Supervisory Board and its chair. This is also a visible sign of
   Commerzbank’s regained strength.”

   Anticipatory resolutions on authorised and additional core capital (items
   8 to 10)

   In addition, the anticipatory resolutions on authorised capital are to be
   revised. Furthermore, the Board of Managing Directors is to be granted a
   new authorisation to issue profit participation rights and other hybrid
   bonds which are recognised as additional Tier 1 capital (AT 1 capital).
   The anticipatory resolutions are intended to replace the currently valid
   decisions and to give the Board of Managing Directors the flexibility to
   adjust the Bank’s equity level to current requirements on short notice.

   Amendment of the articles of association for virtual Shareholders’
   meetings (item 11 and 12)

   The possibility of virtual Annual General Meetings is to be included in
   the articles of association. For this purpose, the Board of Managing
   Directors shall be authorised to decide that Annual General Meetings that
   take place until 31 May 2025 can be conducted without the physical
   presence of the shareholders or their proxies at the location of the
   general shareholders’ meeting.

   As in previous years, the speech of the CEO and the statement by the
   Chairman of the Supervisory Board will be transmitted live and will be
   available publicly on 31 May 2023 at  2 www.commerzbank.com/agm. The
   hashtag on Twitter for the Annual General Meeting is #CobaHV. The full
   details of the invitation to the 2023 Annual General Meeting, including
   the agenda and explanations of the individual items, can also be found at
    3 www.commerzbank.com/agm.

    

   Press contact

   Svea Junge  +49 69 136-28050

   Sina Weiß  +49 69 136-27977

    

   Contact for investors

   Jutta Madjlessi  +49 69 136-28696

   Michael Desprez +49 69 136-25136

    

   About Commerzbank

   Commerzbank is the leading bank for the German Mittelstand and a strong
   partner for around 26,000 corporate client groups and almost 11 million
   private and small-business customers in Germany. The Bank’s two Business
   Segments – Private and Small-Business Customers and Corporate Clients –
   offer a comprehensive portfolio of financial services. Commerzbank
   transacts approximately 30 per cent of Germany’s foreign trade and is
   present internationally in almost 40 countries in the corporate clients’
   business. The Bank focusses on the German Mittelstand, large corporates,
   and institutional clients. As part of its international business,
   Commerzbank supports clients with German connectivity and companies
   operating in selected future-oriented industries. In the Private and
   Small-Business Customers segment, the Bank is at the side of its customers
   with its brands Commerzbank and comdirect: online and mobile, in the
   advisory centre, and personally in its branches. Its Polish subsidiary
   mBank S.A. is an innovative digital bank that serves approximately 5.7
   million private and corporate customers, predominantly in Poland, as well
   as in the Czech Republic and Slovakia.

    

   Disclaimer

   This release contains forward-looking statements. Forward-looking
   statements are statements that are not historical facts. In this release,
   these statements concern inter alia the expected future business of
   Commerzbank, efficiency gains and expected synergies, expected growth
   prospects and other opportunities for an increase in value of Commerzbank
   as well as expected future financial results, restructuring costs and
   other financial developments and information. These forward-looking
   statements are based on the management’s current plans, expectations,
   estimates and projections. They are subject to a number of assumptions and
   involve known and unknown risks, uncertainties and other factors that may
   cause actual results and developments to differ materially from any future
   results and developments expressed or implied by such forward-looking
   statements. Such factors include the conditions in the financial markets
   in Germany, in Europe, in the USA and other regions from which Commerzbank
   derives a substantial portion of its revenues and in which Commerzbank
   holds a substantial portion of its assets, the development of asset prices
   and market volatility, especially due to the ongoing European debt crisis,
   potential defaults of borrowers or trading counterparties, the
   implementation of its strategic initiatives to improve its business model,
   the reliability of its risk management policies, procedures and methods,
   risks arising as a result of regulatory change and other risks.
   Forward-looking statements therefore speak only as of the date they are
   made. Commerzbank has no obligation to update or release any revisions to
   the forward-looking statements contained in this release to reflect events
   or circumstances after the date of this release.

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   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

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   ISIN:          DE000CBK1001
   Category Code: AGM
   TIDM:          CZB
   LEI Code:      851WYGNLUQLFZBSYGB56
   Sequence No.:  238481
   EQS News ID:   1613203


    
   End of Announcement EQS News Service

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