Commerzbank : Financial Statements and Management Report 2022

Financial Statements and Management Report

2022

Commerzbank Aktiengesellschaft

The bank at your side

Due to rounding, numbers and percentages in this report may not add up precisely to the totals provided.

Contents

• 4 Management report

• 4 Structure and organisation

• 4 Our employees

• 5 Details pursuant to Art. 289 of the German Commercial Code (HGB)

• 20 Business and overall conditions

• 24 Financial performance, assets, liabilities and financial position

• 27 Outlook and opportunities report

• 36 Risk report

• 76 Income statement

• 77 Balance sheet

• 81 Notes

• 81 General information

• 85 Notes to the income statement

• 87 Notes to the balance sheet

• 99 Other notes

• 131 Responsibility statement by the Board of Managing Directors

• 132 Independent auditor's report

4

Commerzbank Aktiengesellschaft

Management report of Commerzbank Aktiengesellschaft

Structure and organisation

Commerzbank is the leading bank for SMEs (the Mittelstand) and a partner to some 26,000 corporate client groups and almost 11 million private and small-business customers in Germany. The Bank offers a comprehensive portfolio of financial services in two business segments - Private and Small-Business Customers and Corporate Clients.

In its corporate client business, Commerzbank focuses on German SMEs, large companies and institutional customers. In international business, the Bank supports customers who have business links with Germany and companies in selected future-oriented sectors. In the Private and Small-Business Customers segment, the Bank serves its customers through the Commerzbank and comdirect brands: via online and mobile channels, in the advisory centre and in person at a local level.

The two segments Private and Small-Business Customers and Corporate Clients are each managed by a member of the Board of Managing Directors. All staff and management functions are contained in Group Management: Group Audit, Group Big Data & Advanced Analytics, Group Communications, Group Compliance, Group Finance, Group Human Resources, Group Investor Relations, Group Legal, Group Research, Group Strategy, Transformation & Sustainability, Group Tax, Group Treasury and the central risk functions. The support functions are provided by Group Services. These include Group client.data, Corporate Clients & Treasury Platforms, Group Operations, Group Business Platforms, Group Digital Transformation, Group Credit, Group Technology Foundations, Group Organisation & Security, and Group Securities & Brokerage. The staff, management and support functions are combined in the Others and Consolidation division for external reporting purposes.

On the domestic market, Commerzbank Aktiengesellschaft is headquartered in Frankfurt am Main, from where it manages its branch network and its advisory centre serving all customer groups. Following the merger with comdirect Bank AG, which will continue as a brand of Commerzbank Aktiengesellschaft, Commerz Real AG is the most significant domestic subsidiary. Outside of Germany, following the sale of Commerzbank Zrt., Budapest, as at the reporting date Commerzbank had 4 material subsidiaries, 16 operational foreign branches and 26 representative offices in just under 40 countries and was represented in all major financial centres, such as London, New York, Tokyo and Singapore. However, the focus of the Bank's international activities is on Europe. The financial year is the calendar year.

Our employees

Our employees make a key contribution to the success of the business. Thanks to their commitment and skills, we are well placed to hold our own against the competition and achieve our economic objectives over the longer term.

The key tenet of Commerzbank's human resources policy is to maintain a corporate culture that is based on trust. Treating our employees fairly and as partners is a prerequisite for long-term success. Continuity and a focus on the future play an important role here - as does a broad range of training and development opportunities. We want to offer our employees a working environment in which they can work happily and successfully, thereby ensuring the Bank's long-term success. With this aim in mind, Commerzbank conducts regular surveys among its employees to identify their needs and incorporate them into the Bank's development. In addition to professional development, the key objectives include facilitating work-life balance and promoting employee diversity within the Bank. As such, we are committed to a culture in which all employees are appreciated. Protecting health is another important concern. We offer a host of measures designed to provide targeted health support for our employees.

The number of employees at Commerzbank Aktiengesellschaft decreased year on year in connection with the headcount reduction as part of our strategy. The number of employees as at the reporting date was 28,103, as compared with 31,538 at the end of 2021.

Remuneration

The remuneration report for the Board of Managing Directors and the Supervisory Board is published as a separate report and can be found on the Commerzbank website.

As a result of the increased significance arising from greater regulation, remuneration of all employees below the level of the Board of Managing Directors is disclosed in a separate report (remuneration report pursuant to Art. 16 of the Remuneration Ordinance for Institutions (Institutsvergütungsverordnung)). This is also published on the Commerzbank website.

Financial Statements and Management Report 2022

5

Details pursuant to Art. 289 of the German Commercial Code (HGB)

Information under takeover law required pursuant to Art. 289a of the German Commercial Code (HGB) and explanatory report

Share capital structure

The share capital of Commerzbank totalled €1,252,357,634.00 at the end of the financial year. It is divided into 1,252,357,634 no-par-value shares. The shares are issued in bearer form. Commerzbank has issued only ordinary shares with the same rights and obligations. Each share has one vote.

Restrictions on voting rights and transfers; nature of voting control for employee shares

We are not aware of any restrictions on voting rights or the transfer of shares. In general, the voting right in cases under Art. 136 of the German Stock Corporation Act is suspended by law for the shares concerned. Pursuant to Art. 71b of the German Stock Corporation Act, rights may also not be exercised for treasury shares.

Employees who hold Commerzbank shares exercise their rights of control like any other shareholders, in accordance with the law and the Articles of Association.

Equity holdings that exceed 10% of the voting rights

According to the German Securities Trading Act, every investor who reaches, exceeds or falls below certain proportions of voting rights through acquisition, sale or in any other way must notify us and the Federal Financial Supervisory Authority (BaFin). The lowest threshold for this notification requirement is 3%. According to the notification of voting rights dated 4 June 2013, the Financial Market Stabilisation Fund, Federal Republic of Germany, holds a stake of 17.15% in the voting capital of Commerzbank Aktiengesellschaft. Provided that the voting rights are unchanged, the Financial Market Stabilisation Fund wouldare appointed it must be demonstrated to BaFin, the Deutsche Bundesbank and the European Central Bank (ECB) that they are fit and proper and have sufficient time available. Being fit and proper requires them to have sufficient theoretical and practical knowledge of the Bank's business and management experience [Art. 24 (1) no. 1, Art. 25c (1) of the German Banking Act, Art. 93 of Regulation (EU) No 468/2014 (SSM Framework Regulation)]. Pursuant to Art. 6 (1) of the Articles of Association, the Board of Managing Directors must comprise a minimum of two people; otherwise, the Supervisory Board defines the number of members on the Board of Managing Directors in accordance with Art. 6 (2) of the Articles of Association. If there is a vacancy on the Board of Managing Directors for a required member and the Supervisory Board has not appointed a new member, in urgent cases one will be appointed by a court pursuant to Art. 85 of the German Stock Corporation Act.

Any amendment to the Articles of Association requires a resolution of the Annual General Meeting under Art. 179 (1) sentence 1 of the German Stock Corporation Act. Unless the law mandates a majority of the share capital represented at the date of resolution, a simple majority of the capital represented, in addition to a simple majority of the votes, is sufficient to pass resolutions (Art. 19 (3) sentence 2 of the Articles of Association). The authority to amend the Articles of Association, provided such amendments affect merely the wording of an article with no change in substance, has been transferred to the Supervisory Board under Art. 10 (3) of the Articles of Association in compliance with Art. 179 (1) sentence 2 of the German Stock Corporation Act.

Powers of the Board of Managing Directors to issue and buy back shares

The Board of Managing Directors is authorised, subject to the detailed provisions of Art. 4 (3) and (4) of the Articles of Association in effect on 31 December 2022, to increase the share capital, with the approval of the Supervisory Board, on one or more occasions until 21 May 2024, but by no more than a total of €626,178,817.00 by issuing new shares:

hold a stake of approximately 15.6% in the voting capital of	•	By up to €500,943,054.00 against cash contributions
Commerzbank Aktiengesellschaft following the capital increase in	(Authorised Capital 2019/I). The Board of Managing Directors
April 2015.	is authorised, with the approval of the Supervisory Board, to
exclude subscription rights in order to (i) exclude fractional
Shares with special rights granting powers of control	amounts from the subscription rights or (ii) issue employee
There are no shares with special rights granting powers of control.	shares to employees up to a proportional amount of the share
capital of €15,000,000.00.
Appointment and removal of the members of the Board of	•	By up to €125,235,763.00 against cash or non-cash
Managing Directors; amendments to the Articles of Association	contributions (Authorised Capital 2019/II). The Board of
The members of the Board of Managing Directors are appointed	Managing Directors is authorised, with the approval of the
and removed by the Supervisory Board pursuant to Art. 84 of the	Supervisory Board, to exclude subscription rights in order to (i)
German Stock Corporation Act and Art. 6 (2) of the Articles of	exclude fractional amounts from the subscription rights; (ii) to
Association. Before members of the Board of Managing Directors	the extent necessary, grant subscription rights to new shares to