Gestores formales

Bank name, registered office, corporate purpose and financial year

Commerzbank was founded in Hamburg as “Commerz- und Disconto-Bank” in 1870. Following temporary decentralization, Commerzbank was re-established on July 1, 1958 after a re-merger of the successor institutions created as part of the post-war breakup in 1952. Commerzbank’s registered office is Frankfurt am Main and its head office is at Kaiserstrasse 16 (Kaiserplatz), 60311 Frankfurt am Main, Germany, Tel. +49-69-136-20. It is entered in the commercial register of the Local Court of Frankfurt am Main under the number HRB 32000. The Bank’s legal name is Commerzbank Aktiengesellschaft. In its business dealings, the Bank uses the name Commerzbank. The Bank was established under German law for an indefinite period.

In accordance with Article 2 of the Articles of Association, Commerzbank’s corporate purpose is to engage in banking transactions and to offer all types of financial services and other related services and transactions, including acquiring, holding and disposing of interests in other entities. The Bank may realize its corporate purpose itself, through affiliated companies and equity participations or through the conclusion of affiliation and cooperation agreements with third parties. It is entitled to have recourse to all transactions and measures which are suitable for promoting its corporate purpose, in particular the establishment of branches in Germany and abroad and the acquisition, management and disposal of interests in other enterprises.

Commerzbank’s financial year is the calendar year.

Description of the Commerzbank Group’s Business Activities

Overview

As of September 30, 2012, the Commerzbank Group is, according to its own estimates, the second- largest bank in Germany measured by total assets. Its approximately 1,200 branches in the future give it one of the most extensive branch networks of all private German banks, serving customers from every group. The focus of its activities is on the provision of a wide range of products and financial services to private, small and medium-sized corporate as well as institutional customers in Germany, including account administration, payment transactions, lending, savings and investment products, securities services, and capital market and investment banking products and services. Furthermore, the Group is active in specialist sectors, such as, for example, leasing. As part of its comprehensive financial services strategy, the Group also offers other financial services in association with cooperation partners, particularly building savings loans, asset management and insurance. In addition, the Group is expanding its position as one of the most important German export financiers. Alongside its business in Germany, the Group is also active in Central and Eastern Europe through its subsidiaries, branches and investments. Outside of Germany, the Commerzbank Group is represented through 24 operational foreign branches, 35 representative offices and seven significant subsidiaries in 52 countries as of September 30, 2012. The focus of its international activities lies in Europe.

In the first nine months of the 2012 financial year, the Commerzbank Group achieved, with total assets as of September 30, 2012 of EUR 675.6 billion, a pre-tax result of EUR 1,125 million, or an increase of EUR 781 million over the corresponding period in the previous year. As of September 30, 2012, the Commerzbank Group had a total of 56,287 employees: 43,397 in Germany and 12,890 abroad.

Since the completion of the Dresdner Bank acquisition in 2009, Commerzbank has been integrating its business divisions with those of Dresdner Bank and has largely completed the integration in the meantime. The consolidation of the branch offices towards the target number of 1,200 branch offices in the future is nearly finished. As a result of acquiring Dresdner Bank, Commerzbank anticipates cost synergies of EUR 2.4 billion per year once all measures will have been fully implemented. The Bank expects cost synergies of more than EUR 2.3 billion in 2012, which means that target synergies will be exceeded. In 2011 cost synergies of EUR 1.8 billion were already realized. Non-recurring total integration and restructuring costs of EUR 2.5 billion are anticipated in connection therewith. Until the end of 2011, such costs have alreay amounted to EUR 2.4 billion. Integration expenses of EUR 50 million for the 2012 financial year have been budgeted for the consolidation of branch offices.

In response to the financial market crisis, SoFFin contributed silent partnerships in December 2008 and in June 2009 to Commerzbank initially in the total amount of EUR 16.4 billion, and in May 2009 acquired a stake of 25% plus one share in the Bank (see “Description of the Commerzbank Group’s Business Activities—Material agreements—Utilization of the SoFFin stabilization measures by Commerzbank”). In connection with the capital measures conducted by the Bank in the second

converted into shares of Commerzbank. The nominal amount of SoFFin’s silent participations has since then been approximately EUR 1.63 billion. In addition, as of the date of this Base Prospectus SoFFin holds 1,457,378,466 shares of Commerzbank, which continues to correspond to a shareholding of 25% plus 1 share.

Segments Overview

On September 30, 2012 the Commerzbank Group was divided into five segments – Private Customers, Mittelstandsbank, Central & Eastern Europe, Corporates & Markets and Non Core Assets (NCA) as well as the Others and Consolidation segment. Thereof, the Private Customers, Mittelstandsbank, Central & Eastern Europe and Corporates & Markets segments, along with the Others and Consolidation segment, formed the core bank of the Commerzbank Group. The NCA segment constitutes the Group internal reduction unit which, since August 9, 2012, contains the Commercial Real Estate Financing and Ship Finance businesses in addition to the businesses that were classified as non-core activities as of March 30, 2012 as well as the Public Finance portfolio. In legal terms, former Eurohypo Aktiengesellschaft will retain the Commercial Real Estate Financing portfolio as well as the Public Finance portfolio. As of August 31, 2012, Eurohypo Aktiengesellschaft was renamed “Hypothekenbank Frankfurt AG”. The core business of Hypothekenbank Frankfurt with private customers (private construction financing) was integrated into the Private Customers segment of the core bank. In addition, the Group division Commerz Real was integrated into the Private Customers segment within the core bank. Furthermore, as of July 1, 2012, the Portfolio Restucturing Unit (PRU) segment was dissolved as a separate segment. Significant parts of the remaining portfolio were transferred to the Corporates & Markets segment of the core bank.

On July 30, 2012, Commerzbank reached an agreement with the Ukrainian Smart Group on the sale of its stake of approximately 96% in the Ukrainian Bank Forum. The transaction was approved by the regulatory authorities at the end of October 2012.

The structure of the Group as of September 30, 2012 is presented below:

Private Customers segment

The Private Customers segment was reorganised in the course of the 2012 financial year. The segment now comprises the group divisions Private Customers, Sales Retail and Business Customers North-East, Sales Retail and Business Customers South-West, Sales Wealth Management, Direct Banking and Commerz Real.

The former group division Credit was transferred in parts to the group divisions Private Customers and in parts to the responsibility of the Group services unit in the Others and Consolidation segment. This transfer served to further consolidate the service units of the back office as a stand-alone unit in the Group Banking Operations segment of the Group Services unit.

Private Customers

Core Bank

Mittelstandsbank Central & Eastern Europe

Corporates & Markets

Non Core Assets

Private Customers Sales Retail and Business Customers North- East/South- West Sales Wealth Management Direct Banking Commerz Real Mittelstand Germany Key Customers & International Financial Institutions

BRE Bank Equity Markets & Commodities Fixed Income &

Currencies Corporate Finance -Credit Portfolio Management1) Client- Relationship Management Research Portfolio Restructuring Unit Commercial Real Estate Germany Commercial Real Estate International Public Finance Deutsche Schiffsbank Group Divisions Reduction

With effect as of August 9, 2012 the Group division Commerz Real was integrated into the Private Customers segment.

Group division Private Customers

The group division Private Customers consists of the areas Customer and Quality Management, Sales Management Private Customers & Private Banking Customers, Sales Management Business Customers, Sales Management Wealth Management Customers, Product Management Securities & Pension Products, Product Management Loans, Product Management Payment Traffic & Deposits, Marketing & Communication as well as Business Development & Operations. The group division develops products with its areas and controls the sales.

In addition, this group division also contains the call center services of Commerz Direktservice GmbH for the German branch network.

Commerz Direktservice GmbH, a wholly-owned subsidiary of Commerzbank, provides customers in the group division Sales Retail and Business Customers North-East/South-West with a range of services, as part of which call center activities, telephone banking, the technical hotline as well as services for quality management are performed.

Group division Sales Retail and Business Customers North-East/South-West

This division serves private and business customers. In contrast to customers of the Mittelstandsbank, business customers are defined as corporate customers with annual sales of less than EUR 2.5 million.

Commerzbank offers its customers a competitive range of banking and financial services tailored to their needs in the areas of securities and investment, real estate financing and mortgages, pensions, liquidity management and deposits, as well as accounts and payment transactions.

Commerzbank offers its customers the products of Allianz SE, Allianz Global Investors Kapitalanlagegesellschaft mbH ("AGI"), Commerz Finanz GmbH and Wüstenrot Bausparkasse. These include insurance, fund and building savings and loan products, which supplement the Bank’s own product range.

The impact of the continuing uncertainty in international financial markets on the changing needs of customers and the consequences of the global financial crisis are the main topics in the investment business. Commerzbank has met the resulting need for financial advice with a structured advisory process. Investment products are subject to a comprehensive centralized research and analysis process. Sales were focused on asset management products, which provide customers with tailored investments through various investment options.

The primary distribution channel is the Group’s branch network, which has been significantly expanded through the integration of Dresdner Bank. An additional distribution channel is available on the Internet at www.commerzbanking.de, where customers can carry out all their day-to-day banking transactions.

Group division Sales Wealth Management

Wealth Management serves affluent private customers with liquid assets over EUR 1 million and/or customers who require specific solutions due to the complexity of their assets. This group division offers its clients specialized advice and a broad portfolio of products and services. The products range from simple investment accounts to the management of complex asset structures. Customers are offered a wide range of services (including securities, real estate and credit management, asset management, family office solutions and inheritance and trust management) as well innovative products tailored to their individual needs. As a result of the cooperation with the Mittelstandsbank segment, Commerzbank is able to offer customized wealth solutions to entrepreneurs that give equal weight to personal and business investment issues.

At the Bank’s competence centers, customers have access to specialists in securities, real estate and loans in addition to a relationship manager who functions as the customer’s permanent personal contact. In addition, there are specialists based at the head office who can advise customers on asset management, inheritance and trust management. The main focus outside of Germany is on Commerzbank International S.A. in Luxembourg, which acts as a hub for the international wealth management business.

Group division Direct Banking

leader in the area of online securities platforms for modern investors in Germany who are regular users of online services.

comdirect bank is a full-service bank with three areas of expertise: brokerage, banking and advisory services. The brokerage division stands for discretionary investment. comdirect bank offers fast, secure and inexpensive trading in securities through a convenient platform and also provides a continuously growing and optimised product range for short term, medium term and long term investments. The banking division of comdirect bank focuses on advisory services suitable for direct banks with its Investment Advice Plus (“Anlageberatung PLUS”) and Real Estate Financing Plus (“Baufinanzierung PLUS”) products. ebase acts as a full-service partner for financial companies, insurers, asset managers and investment companies, especially in the funds business. B2B partners can use ebase to handle all funds transactions for their customers under a single brand and supplement banking solutions with a B2B capability.

As a direct bank, comdirect bank primarily delivers its products and services via the Internet. Group division Commerz Real

One focus is on the provision of investment products for private and institutional investors such as open and closed real estate funds as well as entrepreneurial investments in ships, aircraft and renewable energy. The open real estate funds are characterised by a broad international diversification of the portfolio assets. The focus of investments is on office, trade and logistics sectors. In addition, Commerz Real AG, through its subsidiary Commerz Real Mobilienleasing GmbH (“CRM”), is the competence center for the leasing of movables within the Group and offers an alternative way of financing for medium sized companies in particular.

The division Structured Investments, in which the activities of real estate leasing, large movables leasing (i.e. plants, power plants and energy networks) and structured financing are bundled, has ceased to acquire new business. A concentration has been made on the wind-down of the existing portfolio in accordance with the relevant contractual obligations.

Commerz Real uses different distribution channels depending on the product area. Sales are largely carried out through Commerzbank via the Private Customers and Mittelstandsbank segments as well as via third-parties that distribute fund products that target private customers.

Mittelstandsbank segment

This segment comprises the three Group divisions of Mittelstand Germany, Key Customers & International and Financial Institutions.

The Group division Mittelstand Germany bundles the business with SME customers, the public sector and institutional customers. The Group division Key Customers & International focuses on providing services to corporate customer groups with sales revenues of over EUR 500 million, unless they are being serviced as a Multinational Corporate through Client Relationship Management within the Corporates & Markets segment. Smaller firms with more affinity for the capital markets as well as those with material foreign activities are also advised here; the competence center for customers from the “renewable energies” sector is also included in this Group division. Through its foreign branches, the Group division Key Customers and International is to be a strategic partner – both for the international activities of German corporate groups and for international firms with business activities in the German market. Commerzbank (Eurasija) SAO in Russia, the Hungarian Commerzbank Zrt. and the Commerzbank branch offices in the Czech Republic and Slovakia were transferred internally to the Mittelstandsbank segment from the CEE segment as of January 1, 2012. The goal of these measures is that these locations benefit even more from the growing business opportunities of German companies in cross-boarder business and from the business model of Mittelstandsbank. Similar to the already established foreign units in the Mittelstandsbank segment, the strategy of Mittelstandsbank International will also be followed at the former locations of the Central & Eastern Europe segment, while the focus is on advising German or Polish companies in their respective markets.

SMEs and large corporate customers are divided into three core groups based on sales and customer needs:

 Small SMEs: Companies registered in the commercial register with annual sales of between EUR 2.5 million and EUR 12.5 million

 Large SMEs: Companies registered in the commercial register with annual sales of between EUR 12.5 million and EUR 250 million and companies with annual sales of between EUR 250 million and EUR 500 million that are not active in the capital markets (companies with annual

sales over EUR 250 million that are active in the capital markets or engage in material activities abroad are advised by the Group division Key Customers & International).

 Key Customers: Companies registered in the commercial register with an annual turnover of EUR 500 million and above (provided that they are not being serviced as Multinational Corporates through Client Relationship Management within the Corporates & Markets segment) or companies with an annual turnover of EUR 250 million and above, provided that they make use of capital market products or pursue material foreign activities.

Public sector customers include municipalities, municipally-owned corporations and public sector bodies. The most important institutional customers are social security funds, pension plans and pension funds, occupational pension schemes, churches, foundations and business federations. The product range of the Group Division Mittelstand Germany and Key Customers & International comprise the services required by its customers, including risk management, investment advice, financing, transaction management, assistance with foreign trade transactions and investment banking activities for key customers. In the area of risk management, the Group divisions offer hedging transactions for commodity price, interest rate and currency fluctuations. In the field of investment advice, the services include money market, mutual and special funds, as well as money and capital market products such as variable and fixed deposits, shares, bonds, structured products and securities lending as well as advice on occupational pensions and working time accounts. In the field of financing, the funds required by the customer are provided after an assessment of the customer’s overall situation as well as their plans and requirements. In addition, CommerzFactoring GmbH, a joint venture with GE Capital Bank AG, offers receivables financing services that are comprehensive and integrated into the banking business. Support services in the area of transaction management include the provision of appropriate cash levels and the updating of account information several times a day through to automatic cash management systems for companies with numerous branches or establishments requiring their own accounts locally. To support foreign trade, customers are offered processing services for their payment transactions with foreign countries and export financing products combined with comprehensive advice. Customers are advised on expanding their market position and developing new markets, and are offered support in assessing new developments abroad. For key customers, the product portfolio is rounded off by a comprehensive range of investment banking advisory services.

The services available to public sector customers comprises a broad spectrum of financing services, ranging from loans to municipalities, corporate finance and revenue forfaiting through to project finance, as well as investments and derivatives, debt management and payments solutions.

The distribution model of Mittelstandsbank is based on its customers’ needs. Client advisors specialize in the Group division’s core customer segments. If necessary, client advisors can call on additional product specialists for corporate banking products and investment banking products from the Corporates & Markets segment.

The Group division Financial Institutions is responsible for the Group’s relationships with foreign and