COMMERZBANK AKTIENGESELLSCHAFT

compliance with the Basel II requirements has placed major demands on the functionality of the
Group’s IT systems and will continue to do so in the future. In addition, it is possible that upgrades will
not function in the manner required. If these risks were to materialize, the Group’s business, results of
operations and financial condition could be materially adversely affected.
The use of modern technologies is highly significant to the banking sector and the Group’s business.
Continuous growth in electronic trading and the introduction of related technologies are changing the
manner in which banking business is conducted and are creating new challenges. Securities, forward
and option transactions are increasingly being processed electronically. Some of the electronic trading
platforms via which these transactions are processed are in competition with the systems currently
used by the Group, and it is foreseeable that the expected further penetration of electronic trading
platforms will further intensify this competition in future. In addition, because the Group’s customers
are increasingly using low-cost electronic trading platforms that offer them direct access to the trading
markets, this trend could lead to a reduction in the brokerage commissions and margins generated by
the Group, which could have material adverse implications for the Group’s business, results of
operations and financial condition.
Personnel Risks
Across all its business areas, the Group is dependent on its ability to hire highly qualified employees
and to retain them for the long term. The Group endeavors to counteract the risk of losing expertise as
a result of key employees leaving the Group by taking various actions such as talent, management
and career development measures. Despite these measures, it cannot be ruled out that the Group will
not succeed in continuing to hire and retain highly qualified employees in future. Should the Group’s
efforts to hire and retain such staff fail, its business, results of operations and financial condition could
be materially adversely affected.
Regulatory, Legal and Reputational Risks
The Group’s business activities are regulated and supervised by the central banks and supervisory
authorities in the countries in which it operates. In each of these countries, a banking license or at
least notification of the national supervisory authorities is required for Commerzbank, its subsidiaries
and, from time to time, also its branches and in some cases for the Group in its entirety. The bank
regulatory regime in the various countries may change at any time. In the event of changes to the
regulatory provisions in one or more countries, additional requirements may be imposed on the
regulated entities that limit their ability to operate in certain business areas or even rule out such
activities completely. In addition, compliance with changed regulatory requirements may lead to a
material increase in the Group’s administrative expenses. Any of these risks could have a material
adverse effect on the Group’s business, results of operations and financial condition.
Given the nature of its business, Commerzbank and its subsidiaries are regularly parties to a variety of
judicial, arbitration and regulatory proceedings in Germany and a number of other jurisdictions. Such
proceedings are characterized by a large number of uncertainties, and definitive predictions as to their
outcome are not possible. Although the Company is not currently aware of any government
interventions or investigations, court cases or arbitration proceedings that have been ongoing or
completed in the last 12 months (including proceedings which to the Company’s knowledge are still
pending or could be commenced) and which have, recently have had or in future could have a
material impact on the Group’s financial situation or profitability, some of the risks associated with such
proceedings are difficult to quantify or may not be quantified at all. As a result, it is possible that the
losses resulting from pending or potentially imminent proceedings will exceed the provisions made for
them, which could have a material adverse effect on the Group’s business, results of operations and
financial condition.
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