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COMMERZBANK AKTIENGESELLSCHAFT

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Federal Republic of Germany, who audited the annual and consolidated financial statements of<br />

Commerzbank Aktiengesellschaft for the financial years ended December 31, 2007 and 2008, giving<br />

each of them their unqualified auditor's report.<br />

PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft is a member of the<br />

Chamber of Chartered Accountants (Wirtschaftsprüferkammer).<br />

Trend Information<br />

Since the audited consolidated financial statements as of December 31, 2008 and the interim report as<br />

of June 30, 2009 (reviewed) were published no material adverse changes in the prospects nor<br />

significant changes in the financial position have occurred except for those described below under<br />

"Recent Developments".<br />

Legal and Arbitration Proceedings<br />

During the previous twelve months, there were no governmental, legal or arbitration proceedings, nor<br />

is the Bank aware of any such proceedings pending or threatened, which may have, or have had in<br />

the recent past significant effects on the Bank's and/or Group's financial position or profitability.<br />

Recent Developments<br />

Acquisition of Dresdner Bank from Allianz<br />

On January 12, 2009, Commerzbank acquired the 92.9% of the shares in Dresdner Bank held by<br />

Allianz (which equated to 100% of the voting rights, given the treasury shares held by Dresdner Bank<br />

of 7.1% of its share capital) for a total purchase price of €4.7bn ("the Transaction"). €3.2bn was paid<br />

in cash. In addition, Allianz received 163,461,537 non-par-value shares in the Company through a<br />

capital increase against non-cash contributions. Based on the XETRA closing price on January 12,<br />

2009, the value of these shares was €0.8bn. Allianz also received from the Issuer cominvest Asset<br />

Management GmbH, cominvest Asset Management S.A., Münchener Kapitalanlage Aktiengesellschaft<br />

and MK LUXINVEST S.A. (together "the cominvest Group"), with a total value of €0.7bn. The<br />

conclusion of long-term distribution agreements between Allianz and the Company and their<br />

respective subsidiaries was also agreed upon in the Transaction Agreement as part of the concept of<br />

comprehensive sales cooperation in Germany. On completion of the transaction, Allianz strengthened<br />

the Company’s equity by buying from it asset-backed securities with a nominal value of €2.0bn for<br />

€1.1bn. Furthermore, Allianz granted the Company a silent participation of €750m on June 8, 2009.<br />

The profit participation for the silent participation consists of fixed interest of 9% p.a. on the nominal<br />

value of the contribution plus additional dividend-linked remuneration of 0.01% p.a. on the nominal<br />

contribution amount for each full €5,906,764 cash dividend paid.<br />

The merger between Dresdner Bank, as transferring legal entity, and Commerzbank, as acquiring<br />

legal entity, was registerd in the commercial register at the district court of Frankfurt am Main on<br />

May 11, 2009.<br />

The financial market crisis and SoFFin equity injection<br />

The global financial market crisis had a significant impact on the Group’s result in 2008, and it should<br />

be assumed that this crisis will produce further negative consequences for the Group in future. In<br />

response to the crisis and the gradual deterioration in the economic environment, the Issuer applied to<br />

SoFFin on November 2, 2008 for stabilization measures. On December 19, 2008, SoFFin granted the<br />

Issuer a silent participation of €8.2bn. Further injections of equity capital were subsequently needed in<br />

214

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