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Dresdner Bank - Commerzbank International SA

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Activities of the Supervisory Board: proper fulfilment of responsibilities –<br />

supervision and consultation guaranteed<br />

In the 2008 financial year, the Supervisory Board was extensively involved with the economic and financial<br />

development and planning, the risk, liquidity and capital management as well as the internal supervision<br />

of the bank and fulfilled the responsibilities incumbent upon it according to the law and its statutes. It<br />

regularly supervised the bank's Management Board, gave advice on corporate management and was consistently<br />

involved in decision making processes of fundamental importance.<br />

The bank's Management Board was responsible for providing timely and detailed information about the<br />

business policy, the economic situation and development of <strong>Dresdner</strong> <strong>Bank</strong> Luxembourg S.A. and of its<br />

affiliated subsidiaries and branches. The strategy and implementation of the measures of the management<br />

agenda were together discussed in detail.<br />

Meetings of the Supervisory Board were held in February, September and December of 2008. Between<br />

these regular conferences there was also a continuous exchange of information concerning significant<br />

transactions, the risk situation and strategic issues. If it was necessary to take decisions between the<br />

meetings, they were brought about on an unscheduled basis or by circulation.<br />

Events of special significance: takeover of <strong>Dresdner</strong> <strong>Bank</strong> AG by <strong>Commerzbank</strong><br />

On 31 August 2008, Allianz and <strong>Commerzbank</strong> came to an agreement to take over <strong>Dresdner</strong> <strong>Bank</strong>.<br />

12 January 2009 was stipulated as record date; the legal merger will take place in early April.<br />

The merger of these two big banks enables due to the bundling of the proven expertise the creation<br />

of a strong and competitive financial institution on a European scale. The use of federal funds and the<br />

associated strengthening of the capital base will smooth the way for the merger.<br />

However, merging the two companies is a staged process that in Germany is expected to last until the<br />

end of 2010 when the new bank will operate under the unified <strong>Commerzbank</strong> brand. However, Allianz SE<br />

will continue to hold a minority interest.<br />

A specific schedule for the integration of the foreign subsidiaries, including <strong>Dresdner</strong> <strong>Bank</strong> Luxembourg S.A.,<br />

is in development.<br />

Report of the Supervisory Board<br />

11<br />

Report of the Supervisory Board

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