COMMERZBANK AKTIENGESELLSCHAFT

order to meet much-increased expectations of banks’ capital adequacy in light of the intensifying
financial market crisis. SoFFin received 295,338,233 non-par-value shares in the Issuer through a
capital increase against cash contributions, as approved by the Annual General Meeting on
May 15, 2009. As a result of this capital increase, SoFFin holds 25% plus one share of the Issuer.
SoFFin also granted the Issuer a further silent participation of €8.2bn on June 4, 2009. In connection
with the various equity injections, the Issuer has undertaken not to pay a dividend to its shareholders
for financial years 2008 and 2009. The profit participation for the silent participations consists of fixed
interest of 9% p.a. on the nominal value of the contribution plus additional dividend-linked
remuneration of 0.01% p.a. on the nominal contribution amount for each full €4,430,073 cash dividend
paid.
On May 7, 2009, the European Commission declared that the stabilization measures which the Issuer
has taken up are, in principle, compatible with the aid provisions set out in the EU Treaty. However, for
competitive reasons, a series of conditions were imposed on the Group. The key conditions included:
− the divestment of activities,
− the sale of Eurohypo Aktiengesellschaft ("Eurohypo") by 2014 and of Kleinwort Benson
Private Bank, Dresdner Van Moer Courtens S.A., Dresdner VPV NV, Privatinvest Bank AG,
Reuschel & Co. KG* and Allianz Dresdner Bauspar AG by 2011,
− time-limited restrictions on acquisitions of further companies and
− restrictions on the terms and conditions that can be offered to customers.
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* Commerzbank is transferring Reuschel & Co. KG to Conrad Hinrich Donner Bank AG. The relevant contracts have been
signed on July 31, 2009. The sale is still subject to the usual approval from the anti-trust and supervisory authorities.
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