REG-Commerzbank Aktiengesellschaft Invitation to Annual General Meeting of Commerzbank on 15 May 2025

COMMERZBANK AGAnnouncement

04/04/2025 15:00

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   Commerzbank Aktiengesellschaft (CZB)
   Invitation to Annual General Meeting of Commerzbank on 15 May 2025

   04-Apr-2025 / 15:53 CET/CEST
   The issuer is solely responsible for the content of this announcement.

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     • Decision on dividend proposal of €0.65 per share and election of new
       Supervisory Board members on agenda
     • In-person event at RheinMain CongressCenter in Wiesbaden

   Commerzbank AG has today published the invitation to its Annual General
   Meeting (AGM), which will take place on Thursday, 15 May 2025. This year,
   the AGM will be held as an in-person event, whereas it was previously held
   as a virtual meeting between 2020 and 2024. The AGM 2025 will take place
   from 10.00 a.m. (CEST) at the RheinMain CongressCenter,
   Friedrich-Ebert-Allee 1, 65185 Wiesbaden.

   During the AGM, key points addressed by the Chairman of the Supervisory
   Board of Commerzbank, Jens Weidmann, and the speech of the CEO, Bettina
   Orlopp, will be broadcast live to the public (in German only) from
   10.00 a.m. on  1 www.commerzbank.de/agm. For registered shareholders of
   Commerzbank AG, the full AGM will also be streamed live on the
   InvestorPortal at  2 www.commerzbank.de/agm beginning at 10.00 a.m.
   (CEST).

   The letter from the Chairman of the Supervisory Board to the shareholders,
   published with the invitation, is also available at
    3 www.commerzbank.de/agm. The full text of the invitation to the AGM
   2025, including the agenda and explanations for each item, can be found on
   that webpage as well. The manuscripts of the speech given by the CEO and
   the key points addressed by the Chairman of the Supervisory Board are
   expected to be published in advance on this  4 website from 12 May 2025.

   Of note are the following items on the agenda:

   Resolution on the use of the retained profit (item 2)
   The Board of Managing Directors and the Supervisory Board propose to use
   the profit for the 2024 financial year partially to distribute a dividend
   of €0.65 for each share of common stock entitled to a dividend (totalling
   around €733 m). The dividend payment complements the share buybacks
   carried out between November 2024 and March 2025, totalling €1 bn.
   Overall, the Bank will return a total of around €1.73 bn to its
   shareholders for the 2024 financial year.

   Compensation of members of the Board of Managing Directors and Supervisory
   Board (items 7 and 8)
   The Supervisory Board adjusted the remuneration system for members of the
   Board of Managing Directors, approved by the AGM in 2022, in February
   2025. It takes into account regulatory requirements as well as the
   Regulation on the Requirements under Supervisory Law for Remuneration
   Systems of Institutions and the recommendations in the German Corporate
   Governance Code. Due to the amendments made to introduce a genuine
   long-term incentive with separate and future-oriented 3-year targets,
   along with a moderate adjustment of the remuneration level, the
   remuneration system for members of the Board of Managing Directors will
   again be submitted for approval to the AGM. The new remuneration system
   for members of the Board of Managing Directors is set to take effect on
   1 January 2026. The AGM will also decide on an adjustment to the
   remuneration system for Supervisory Board members effective from 1 January
   2026. The proposed changes concern the amount of the annual fixed
   compensation for Supervisory Board members as well as the amount of the
   additional fixed remuneration for membership in committees of the
   Supervisory Board.

   Election of new Supervisory Board members (item 9)

   Current Supervisory Board members Jutta A. Dönges and Gertrude
   Tumpel-Gugerell will resign from their mandates effective at the end of
   the AGM on 15 May 2025. It will be proposed to the AGM to elect Sabine
   Lautenschläger-Peiter (former member of the Executive Board of the
   European Central Bank) and Michael Gorriz (former Global Chief Information
   Officer of Standard Chartered Bank and the former Daimler AG) as
   successors to the Supervisory Board. It is intended to have the AGM decide
   on the new elections to the Supervisory Board by individual vote.

   Authorisation for share buybacks (items 10 and 11)
   The Bank intends to continue its capital return to shareholders through a
   combination of dividend payments and share buybacks. As Commerzbank has
   already partially exercised last year’s AGM’s authorisation for share
   buybacks with the buybacks for the 2024 financial year, this authorisation
   shall be renewed, allowing Commerzbank to acquire its own shares up to a
   volume of 10% of the share capital. The acquisition of shares should be
   able to be carried out via the stock exchange or through multilateral
   trading systems.

   Shareholders who wish to participate in the AGM and exercise the voting
   rights must register by the end of 8 May 2025 and can prove shareholding
   for the record date of 23 April 2025.

   Press contact
   Svea Junge  +49 69 9353-45691
   Kathrin Jones  +49 69 9353-45687

   Investors’ contact
   Michael Desprez +49 69 9353-47705
   Jutta Madjlessi  +49 69 9353-47707

   About Commerzbank
   With its two business segments – Corporate Clients and Private and
   Small-Business Customers –, Commerzbank, as a full-service bank, offers a
   comprehensive portfolio of financial services. It is the leading bank for
   the German Mittelstand and a strong partner for around 24,000 corporate
   client groups. Commerzbank transacts approximately 30% of Germany’s
   foreign trade financing. The Bank is present internationally in more than
   40 countries in the corporate clients’ business – wherever its Mittelstand
   clients, large corporates, and institutional clients need it. In addition,
   Commerzbank supports its international clients with a business
   relationship to Germany, Austria, or Switzerland and companies operating
   in selected future-oriented industries. With more than €400 bn assets
   under management, Commerzbank is also one of the leading banks for private
   and small-business customers in Germany. Under the brand Commerzbank, it
   offers a wide range of products and services with an omni-channel
   approach: online and mobile, via phone or video in the remote advisory
   centre, and personally in its around 400 branches. Under the brand
   comdirect, it offers all core services as a digital primary bank 24/7 and,
   as a performance broker, solutions for saving, investing, and securities
   trading. Its Polish subsidiary mBank S.A. is an innovative digital bank
   that serves approximately 5.8 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, amongst others, 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: MSCU
   TIDM:          CZB
   LEI Code:      851WYGNLUQLFZBSYGB56
   Sequence No.:  381254
   EQS News ID:   2112064


    
   End of Announcement EQS News Service

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