Commerzbank Aktiengesellschaft

Transcription

1 Frankfurt am Main German securities code no.: ISIN: DE Invitation* Dear shareholders, We hereby invite you to the Annual General Meeting of shareholders of, to be held in the Jahrhunderthalle Frankfurt, Frankfurt am Main-Höchst, Pfaffenwiese, at 10 a.m. on Friday, May 15, 2009, and if necessary to be continued there at 10 a.m. on Saturday, May 16, As part of this Annual General Meeting, resolutions shall be adopted regarding recapitalization pursuant to Art. 7 of the Act on the Establishment of a Financial Market Stabilization Fund (Financial Market Stabilization Fund Act of October 17, 2008, Federal Law Gazette (Bundesgesetzblatt), p. 1982, hereinafter also referred to as FMStFG ) (Art. 1 of the Financial Market Stabilization Act of October 17, 2008, Federal Law Gazette, p. 1982). Agenda 1. Presentation of the established financial statements and management report (including the explanatory report on information pursuant to Art. 289 (4) of the German Commercial Code) of Commerzbank Aktiengesellschaft for the financial year 2008, together with the presentation of the approved consolidated financial statements and management report (including the explanatory report on information pursuant to Art. 315 (4) of the German Commercial Code) of the Commerzbank Group for the financial year 2008, the report of the Supervisory Board and the corporate governance and remuneration report for the financial year Resolution on the approval of the actions of the members of the Board of Managing Directors The Board of Managing Directors and the Supervisory Board propose that the actions of the members of the Board of Managing Directors who held office during financial year 2008 be approved. 3. Resolution on the approval of the actions of the members of the Supervisory Board The Board of Managing Directors and the Supervisory Board propose that the actions of the members of the Supervisory Board who held office during financial year 2008 be approved. 4. Resolution on the appointment of the Auditor, the Group Auditor and the auditor tasked with reviewing the interim financial statements for financial year 2009 The Supervisory Board proposes that Pricewaterhouse Coopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed Auditor and Group Auditor and auditor to review the interim financial statements for financial year * This translation is intended for convenience purposes only and solely the German version of the invitation to and the Agenda of the Annual General Meeting of shareholders shall be binding.

2 2 5. Resolution on the appointment of the Auditor to review the interim financial statements for the first quarter of financial year 2010 Dr. Edgar Meister Lawyer (Rechtsanwalt) Kronberg im Taunus The Supervisory Board proposes that Pricewaterhouse Coopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, be appointed Auditor to review the interim financial statements for the first quarter of financial year Resolution on the election of members of the Supervisory Board Messrs Klaus Müller-Gebel, attorney, Bad Soden, Heinrich Weiss, chief executive officer of SMS GmbH, Düsseldorf, and Friedrich Lürßen, spokesperson for the Executive Board of Fr. Lürssen Werft GmbH & Co. KG, Bremen, stepped down as members of the Supervisory Board of Commerzbank Aktiengesellschaft with effect from the conclusion of the 2009 Annual General Meeting (hereinafter referred to as AGM). As a result, after conclusion of the AGM, the Supervisory Board will only have six shareholder representatives elected by the AGM. The AGM is not bound to comply with proposals for election. The Supervisory Board is constituted in accordance with Arts. 96 (1) and 101 (1) of the German Stock Corporation Act (Aktiengesetz, hereinafter referred to as AktG), Art. 7 (1) 1, no. 3 of the German Co-determination Act (Mitbestimmungsgesetz) and Art. 11 (1) of the Articles of Association. A decision will be made on the election of each proposed candidate by way of separate vote. The seats held by the shareholder representatives on the Supervisory Board proposed for election on other mandatory supervisory boards and comparable domestic and foreign supervisory bodies of commercial enterprises (Art. 125 (1) 3 AktG) are listed in the Annex to item 6 of this Agenda. 7. Resolution on the authorization for Commerzbank Aktiengesellschaft to purchase its own shares for the purpose of securities trading, pursuant to Art. 71 (1) no. 7 AktG The Supervisory Board therefore proposes that the following be resolved: The Board of Managing Directors and the Supervisory Board propose that the following be resolved: That, in accordance with Art. 11 (2) 4 of the Articles of Association, the persons named below be elected to the Supervisory Board as shareholder representatives for the remainder of the term of Messrs Klaus Müller-Gebel, Heinrich Weiss and Friedrich Lürßen, i.e. for the period running from the conclusion of the 2009 AGM until the AGM that passes a resolution approving the actions of the Supervisory Board for financial year 2012: Dr. Helmut Perlet Member of the Board of Management of Allianz SE. Pähl-Aidenried Dr. Nikolaus von Bomhard Chairman of the Board of Managing Directors of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft München a) That be authorized to purchase and sell its own shares for the purpose of securities trading. The aggregate amount of shares to be acquired for this purpose shall not exceed 5 % of the share capital of at the end of any given day. Together with the Bank s own shares purchased for other reasons which are held by or are attributable to it pursuant to Art. 71a et seq. AktG, the shares purchased on the basis of this authorization may at no time exceed 10 % of the share capital of. The lowest price at which the Bank may buy its shares may not be more than 10 % lower than the mean value for the share price (closing auction prices or similar successor prices for the Commerzbank share in XETRA trading or a similar successor system to the XETRA system on the Frankfurt Stock Exchange) on the last three trading days prior to the purchase; the highest price at which the Bank may buy its own shares may not be more than 10 % higher than this level.

3 Invitation to the Annual General Meeting on May 15, b) This authorization shall be valid until October 31, The authorization pursuant to Art. 71 (1) no. 7 AktG to purchase the Bank s own shares, resolved by the AGM of on May 15, 2008 under item 8 of the Agenda, shall be cancelled when this new authorization becomes effective. 8. Resolution on the authorization for the Board of Managing Directors to increase the Bank s share capital (Authorized Capital 2009/I) and amendment of the Articles of Association a) Art. 4 (3) (Authorized Capital 2004/I) of the Articles of Association contains an authorization for the Board of Managing Directors to increase the Bank s share capital which is only valid until April 30, 2009 and accordingly, will expire before the AGM in In order to grant the Board of Managing Directors the possibility of increasing the Bank s share capital, a new authorization running until May 14, 2014 should be resolved. The Board of Managing Directors and the Supervisory Board propose that the following be resolved: aa) That the Board of Managing Directors be authorized, with the approval of the Supervisory Board, to increase the Company s share capital by May 14, 2014, through the issue of new no-par-value bearer shares against cash, in either one or several tranches, but by a maximum amount of 670,000, (Authorized Capital 2009/I). On principle, shareholders are to be offered subscription rights; the mandatory subscription right may also be granted in such manner that the new shares are taken up by a bank or a syndicate of banks under an obligation to offer them for subscription to shareholders of. However, the Board of Managing Directors is to be authorized to exclude shareholders subscription rights for any fractional amounts and to determine the other details of the capital increase and its execution. bb) As the time limit for the current Art. 4 (3) of the Articles of Association has expired, it shall be deleted and replaced by the following new paragraph (3): The Board of Managing Directors is authorized, with the approval of the Supervisory Board, to increase the Company s share capital by May 14, 2014, through the issue of new no-par-value bearer shares against cash, in either one or several tranches, but by a maximum amount of 670,000, (Authorized Capital 2009/I). On principle, shareholders are to be offered subscription rights; the mandatory subscription right may also be granted in such manner that the new shares are taken up by a bank or a syndicate of banks under an obligation to offer them for subscription to shareholders of. However, the Board of Directors may, with the approval of the Supervisory Board, exclude any fractional amounts of shares from shareholders subscription rights and determine the other details of the capital increase and its execution. b) The Supervisory Board shall be authorized to amend the text of Art. 4 of the Articles of Association to reflect the extent to which this authorized capital increase is used or to adjust the article once the authorization has expired. 9. Resolution on the authorization for the Board of Managing Directors to increase the Bank s share capital (Authorized Capital 2009/I) with the possibility of excluding subscription rights pursuant to Art. 186 (3) 4 AktG if contributions in kind are made and amendment of the Articles of Association a) Art. 4 (6) (Authorized Capital 2004/II) of the Articles of Association and Art. 4 (7) (Authorized Capital 2006/I) and (8) (Authorized Capital 2006/II) of the Articles of Association each contain an authorization for the Board of Managing Directors to increase the Bank s share capital. The authorization in accordance with Art. 4 (6) is only valid until April 30, 2009, and accordingly, will expire before the AGM in Furthermore, as it has been almost entirely used up, it is no longer valid. The authorizations in accordance with Art. 4 (7) and (8) of

4 4 the Articles of Association are also no longer valid as they have been almost entirely used up. In order to grant the Board of Managing Directors the possibility of increasing the Bank s share capital, a new authorization in Art. 4 (6) running until May 14, 2014 should be resolved. Art. 4 (7) and (8) of the Articles of Association are to be deleted. The Board of Managing Directors and the Supervisory Board propose that the following be resolved: aa) That the Board of Managing Directors be authorized, with the approval of the Supervisory Board, to increase the Company s share capital by May 14, 2014 through the issue of new no-par-value bearer shares against cash or contributions in kind, in either one or several tranches, but by a maximum amount of 460,000, (Authorized Capital 2009/II). On principle, shareholders are to be offered subscription rights; the mandatory subscription right may also be granted in such manner that the new shares are taken up by a bank or a syndicate of banks under an obligation to offer them for subscription to shareholders of. However, the Board of Managing Directors is to be authorized to exclude shareholders subscription rights for any fractional amounts. Furthermore, the Board of Managing Directors may, with the approval of the Supervisory Board, exclude shareholders subscription rights to the extent necessary to offer to the holders of conversion or option rights, either already issued or still to be issued by or by companies in which Commerzbank Aktiengesellschaft directly or indirectly holds a majority interest (group companies as defined in Art. 18 (1) AktG), subscription rights to the extent to which they would be entitled after they had exercised their conversion or option rights or fulfilled their corresponding conversion obligation. The Board of Managing Directors is also to be authorized, with the approval of the Supervisory Board, to exclude shareholders subscription rights in the event of capital increases against cash if the issue price of the new shares is not significantly lower than the stock exchange price for company shares of the same kind at the time of setting the issue price. This exclusion of subscription rights in accordance with Arts. 203 (1), 186 (3) 4 AktG is limited to a total of no more than 10 % of the company s share capital. The upper limit of 10 % of share capital is reduced by a pro-rata amount in relation to the Bank s own shares that are sold during the period of validity for the Authorized Capital 2009/II, while excluding shareholders subscription rights in accordance with Arts. 71 (1) no. 8, 5 and 186 (3) 4 AktG. The upper limit is further reduced by a pro-rata amount in relation to the shares that are issued to service options and convertible bonds with option or conversion rights or with option or conversion obligations provided the bonds are issued during the period of validity for the Authorized Capital 2009/II, while excluding subscription rights subject to appropriate application of Art. 186 (3) 4 AktG. Furthermore, the Board of Managing Directors may, with the approval of the Supervisory Board, exclude shareholders subscription rights insofar as the share capital is increased for the purpose of acquiring companies, parts of companies or interests in companies against contributions in kind. The Board of Directors is to be authorized to determine the other details of the capital increase and its execution. bb) As the time limit for the current Art. 4 (6) of the Articles of Association has expired, it shall be deleted and replaced by the following new paragraph (6): The Board of Managing Directors is authorized, with the approval of the Supervisory Board, to increase the Company s share capital by May 14, 2014 through the issue of new no-par-value bearer shares against cash or contributions in kind, in either one or several tranches, but by a maximum amount of 460,000, (Authorized Capital 2009/II). On principle, shareholders are to be offered subscription rights; the mandatory subscription right may also be granted in such manner that the new shares are taken up by a bank or a syndicate of banks under an obligation to offer them for subscription to shareholders of. However, the Board of Managing Directors is to be authorized to exclude shareholders subscription rights for any fractional amounts. However, the Board of Managing Directors may, with the approval of the Supervisory Board, exclude shareholders sub-

5 Invitation to the Annual General Meeting on May 15, scription rights to the extent necessary to offer to the holders of conversion or option rights, either already issued or still to be issued by Commerzbank Aktiengesellschaft or by companies in which directly or indirectly holds a majority interest (group companies as defined in Art. 18 (1) AktG), subscription rights to the extent to which they would be entitled after they had exercised their conversion or option rights or fulfilled their corresponding conversion obligation. The Board of Managing Directors is also authorized, with the approval of the Supervisory Board, to exclude shareholders subscription rights in the event of capital increases against cash if the issue price of the new shares is not significantly lower than the stock exchange price for company shares of the same kind at the time of setting the issue price. This exclusion of subscription rights in accordance with Arts. 203 (1), 186 (3) 4 AktG is limited to a total of no more than 10 % of the company s share capital. The upper limit of 10 % of share capital is reduced by a pro-rata amount in relation to the Bank s own shares that are sold during the period of validity for the Authorized Capital 2009/II, while excluding shareholders subscription rights in accordance with Arts. 71 (1) no. 8,5 and 186 (3) 4 AktG. The upper limit is further reduced by a pro-rata amount in relation to the shares that are issued to service options and convertible bonds with option or conversion rights or with option or conversion obligations provided the bonds are issued during the period of validity for the Authorized Capital 2009/II, while excluding subscription rights subject to appropriate application of Art. 186 (3) 4 AktG. Furthermore, the Board of Managing Directors may, with the approval of the Supervisory Board, exclude shareholders subscription rights insofar as the share capital is increased for the purpose of acquiring companies, parts of companies or interests in companies against contributions in kind. The Board of Directors is authorized to determine the other details of the capital increase and its execution. cc) Paragraphs 7 and 8 are to be deleted from Art. 4 of the Articles of Association. Art. 4 (9) shall become Art. 4 (7), with no change in substance. b) The Supervisory Board shall be authorized to amend the text of Art. 4 of the Articles of Association to reflect the extent to which this authorized capital increase is used or to adjust the article once the authorization has expired. 10. Resolution on a capital increase of 767,879, against cash without subscription rights for shareholders pursuant to Art. 7 of the FMStBG (Acceleration Act) At the request of the Company, the Steering Committee, pursuant to Art. 4 (1) of the FMStFG, approved equity assistance in the amount of 10,000,000,000 on January 7, In line with this planned recapitalization of the Company pursuant to Art. 7 of the FMStFG, the Financial Market Stabilization Fund intends to hold a stake in Commerzbank Aktiengesellschaft s share capital of 25 % plus one share. In addition, pursuant to Art. 7 of the Act on the Acceleration and Simplification of the Acquisition of Shares and Risk Positions of Financial-Sector Enterprises by the Fund (Financial Market Stabilization Fund FMS) ( Acceleration Act hereinafter referred to asfmstbg) a capital increase without subscription rights and the Financial Market Stabilization Fund shall be adopted exclusively for the subscription of new shares. would also receive a silent participation of 8,200,000,000. The Board of Managing Directors and the Supervisory Board propose that the following be resolved: a) The share capital of the Company shall be increased from 2,303,638, by 767,879, to 3,071,517, through the issue of 295,338,233 new no-par-value bearer shares (each representing a calculable pro-rata amount of 2.60 of the share capital) against cash. The new shares are entitled to a share in profits as of January 1, The new shares will be issued at an issue price of Shareholders mandatory subscription rights are to be excluded. The Financial Market Stabilization Fund created under the Financial Market Stabilization Fund Act will be permitted to subscribe to the new shares. Costs arising from the capital increase and its implementation shall be borne by the Company.

6 b) The Board of Managing Directors shall be authorized with the approval of the Supervisory Board to determine the additional details of the capital increase and its execution, in particular the additional conditions for the issuing of shares. c) The Supervisory Board shall be authorized to amend the text of Art. 4 of the Articles of Association (share capital) after the capital increase has been implemented. 11. Resolution on a capital increase of up to 806,273, against cash with subscription rights for shareholders pursuant to Art. 7 of the FMStBG If the proposed resolution in item 10 does not meet the required majority, the Company shall instead be recapitalized via a capital increase with shareholders subscription rights, for which, pursuant to Art. 7 FMStFG, the Financial Market Stabilization Fund has undertaken to acquire all shares not subscribed to, up to a maximum amount of 25 % plus one share, of the increased share capital of the Company. As it is uncertain how many shareholders will exercise their subscription rights, the proposed resolution does not foresee a fixed amount, but rather a maximum amount for the capital increase. Only in this way can the Financial Market Stabilization Fund acquire the intended stake in the Company s share capital of 25 % plus one share. The precise amount of the capital increase cannot be determined until the subscription offer has been made and the non-subscribed shares have been acquired by the Financial Market Stabilization Fund. In this case as well, would receive an additional 8,200,000,000 in the form of a silent participation from the Financial Market Stabilization Fund Act. If the proposed resolution under item 10 of the Agenda does not receive the necessary majority, the Board of Directors and Supervisory Board therefore propose that the following be resolved: The new shares shall be offered for subscription to shareholders with a subscription ratio of 20:7 at a price of 6.00, i.e. 20 old shares can be exchanged for seven new shares. Unless shareholders are immediately able to subscribe to new shares, the mandatory subscription right shall be granted in such manner that the new shares must be subscribed to and taken up by one or more banks or companies acting in accordance with Art. 53 (1) 1 or Art. 53b (1) 1 or Art. 53b (7) of the German Banking Act (KWG), at the lowest issue price, in which case they shall be offered for subscription to shareholders of the Company at a subscription price of at least 6.00 at a ratio of 20:7 and any additional profit less deduction of an appropriate commission, fees and expenses shall be transferred to the company (indirect subscription right). The subscription period shall end two weeks after the subscription offer has been announced in the electronic Federal Gazette (elektronischer Bundesanzeiger). The Financial Market Stabilization Fund, created under the Financial Market Stabilization Fund Act and represented by the Financial Market Stabilization Agency (FMSA), a public-law institution supported by the Federal Republic of Germany, shall be permitted to subscribe to shares which have not been purchased by shareholders within the subscription period at a subscription price of Subscription agreements by the Financial Market Stabilization Fund shall only be considered if they reach the Company by September 30, 2009 at the latest. Costs arising from the capital increase and its execution shall be borne by the Company. b) The Board of Managing Directors shall be authorized, with the approval of the Supervisory Board, to determine the additional details of the capital increase and its execution, in particular the additional conditions for the issuing of shares. a) The share capital of the Company shall be increased from 2,303,638, by up to 806,273, to up to 3,109,911, through the issue of up to 310,105,138 new no-par-value bearer shares (each representing a calculable pro-rata amount of 2.60 of the share capital) against cash. The new shares are entitled to a share in profits as of January 1, c) The resolution to increase the share capital shall become invalid if the execution of the share capital increase has not been registered with the commercial register by October 31, 2009.

7 Invitation to the Annual General Meeting on May 15, 2009 d) The Supervisory Board shall be authorized to amend the text of Art. 4 (1) of the Articles of Association (share capital) to reflect the extent to which the capital increase has been implemented. 12. Resolution on the granting of exchange rights in favour of the Financial Market Stabilization Fund and the conditional raising of the share capital pursuant to Art. 7a of the FMStBG (Conditional Capital 2009) The draft bill for the Financial Market Stabilization (Supplementary) Act (hereinafter referred to as FMStErgG) presented by the German federal government on February 19, 2009, provides in Art. 2 that Art. 15 of the FMStBG will be supplemented by a new Para. 2, allowing for conversion or subscription rights with regard to the agreement on a silent participation by the Financial Market Stabilization Fund. In addition, the introduction of a new Art. 7a FMStBG is planned which will permit a conditional capital increase, in connection with a recapitalisation pursuant to Art. 7 of the Financial Market Stabilization Fund Act, which can also guarantee conversion or subscription rights to the Financial Market Stabilization Fund as a silent partner. It is expected that the FMStErgG will take effect prior to the AGM. In this case, the option to guarantee conversion rights to the Financial Market Stabilization Fund and the creation of corresponding authorized capital should be exercised, so that in case of a capital increase of the Company, the Financial Market Stabilization Fund has the possibility to maintain the amount of its holding in the Company of 25 % plus one share as it held prior to the capital increase. As a prerequisite, the proposed resolution under item 10 or 11 of the Agenda must be adopted by the required majority of the Annual General Meeting. The Board of Managing Directors and the Supervisory Board propose that the following be resolved: a) The Financial Market Stabilization Fund, created under the German Financial Market Stabilization Fund Act and represented by the FMSA, shall be granted the right to convert its silent participation in the Company, which was authorized by the Steering Committee on January 7, 2009 pursuant to Art. 4 (1) of the FMStFG, in whole or in part into shares (conversion right), so that in the case of a capital increase in the Company it will be able to maintain the amount of its holding in the Company of 25 % plus one share as it held prior to the capital increase. Unless mandatory legal provisions to determine the conversion ratio stipulate otherwise, the number of shares to be converted and distributed in the event of an conversion request by the Financial Market Stabilization Fund is calculated by dividing the investment price required for the conversion at the time of the conversion request by the weighted price of ordinary shares in the Company on the XETRA trading system or on a similar successor system to the XETRA system on the Frankfurt Stock Exchange, over the ten trading days preceding the issuance of the conversion request. If a silent participation is reduced as a result of loss sharing, the calculation of this amount shall be based on the book value of this silent participation reduced as a result of loss sharing, or on the corresponding amount of this reduced value in the case of a partial conversion of a silent participation. b) The share capital of the Company shall be conditionally increased by up to 390,000, through the issue of up to 150,000,000 new no-par-value bearer shares (each representing a calculable pro-rata amount of 2.60 of the share capital). The new shares are entitled to a share in profits from the beginning of the financial year in which the shares are issued. The conditional capital increase shall serve to guarantee shares upon the exercise of conversion rights under the Financial Market Stabilization Fund, created under the Financial Market Stabilization Fund Act, represented by the Financial Market Stabilization Agency as silent partner of the Company. This issue price corresponds to the weighted price of ordinary shares in the Company on the XETRA trading system or on a similar successor system to the XETRA system on the Frankfurt Stock Exchange, over the ten trading days preceding the issuance of the conversion request. The conditional capital increase shall be effected to the extent that the conversion right is used. The Board of Managing Directors shall be authorized, with the approval of the Supervisory Board, to determine the details of the conditional capital increase and its execution.

8 8 c) In Art. 4 of the Articles of Association, the following new paragraph (8) shall be inserted: As resolved by the AGM in May 2009, the Bank s share capital shall be conditionally increased by up to 390,000, divided into 150,000,000 no-par-value bearer shares (Conditional Capital 2009). The conditional capital increase shall serve to grant shares upon the exercise of conversion rights to the Financial Market Stabilization Fund, created under the German Financial Market Stabilization Fund Act, represented by the Financial Market Stabilization Agency as silent partner of the Company. The conditional capital increase will only be carried out to the extent that the Financial Market Stabilization Fund exercises the conversion right. 13. Resolution on the authorization for the Board of Managing Directors to increase the Bank s share capital against contributions in kind in favour of the Financial Market Stabilization Fund If no vote is taken on the proposed resolution under item 12 of the Agenda, either because the FMStErgG has not taken effect or, contrary to the government draft bill of February 19, 2009, the possibility of guaranteeing conversion rights to the Financial Market Stabilization Fund as silent partners in addition to the creation of corresponding conditional capital does not become law, the Board of Managing Directors shall be authorized to increase share capital against contributions in kind for the benefit of the Financial Market Stabilization Fund in order to give it the option, in case of a capital increase of the Company, to maintain the amount of its holding in the Company of 25 % plus one share as it held prior to the capital increase. The Board of Directors and Supervisory Board propose that if no vote is taken on the proposed resolution under item 12 of the Agenda, because the Financial Market Stabilization (Supplementary) Act has not yet taken effect at the time of the AGM or, contrary to the government draft bill of February 19, 2009, the possibility of guaranteeing conversion rights to the Financial Market Stabilization Fund as silent partners in addition to the creation of corresponding conditional capital does not become law, the following should be resolved: a) That the Board of Managing Directors be authorized to increase the share capital of the Company against contributions in kind by May 14, 2014 upon approval of the Supervisory Board through the issue of up to 150,000,000 new no-par-value bearer shares (each representing a calculable pro-rata amount of 2.60 of the share capital) in either one or several tranches, but not more than by 390,000,000. Shareholders mandatory subscription rights shall be excluded. The Financial Market Stabilization Fund, created under the Financial Market Fund Stabilization Act, and represented by the Financial Market Stabilization Agency, shall be permitted to subscribe to shares so that in case of a capital increase in the Company it will be able to maintain the amount of its holding in the Company of 25 % plus one share as it held prior to a capital increase in the Company. The Financial Market Stabilization Fund shall cede to the Company, as contributions in kind its claims against the Company, in whole or in part, arising from or in connection with its silent participation approved by the Steering Committee in its meeting of January 7, 2009 pursuant to Art. 4 (1) FMStFG or, upon complete or partial termination of its silent participation, the redemption claims resulting from the termination of the silent participation, in whole or in part. The Board of Managing Directors shall be authorized to determine the details of the capital increase and its execution. b) In Art. 4 of the Articles of Association, the following new paragraph (8) shall be inserted: The Board of Managing Directors is authorized to increase the share capital of the Company against contributions in kind by May 14, 2014 upon approval of the Supervisory Board through the issue of up to 150,000,000 new no-par-value bearer shares (each representing a calculable pro-rata amount of 2.60 of the share capital) in either one or several tranches, but not more than by 390,000,000. Shareholders mandatory subscription rights are excluded. The Financial Market Stabilization Fund, created under the Financial Market Fund Stabilization Act, and represented by the Financial Market Stabilization Agency, shall be permitted to subscribe to shares so that in case of a capital increase in the Company it will be able to maintain the amount of its holding in the Company of 25 % plus one share as it held prior to a capital increase in the Company. The Financial Market Stabilization Fund shall cede to the

9 Invitation to the Annual General Meeting on May 15, Company, as contributions in kind its claims against the Company, in whole or in part, arising from or in connection with its silent participation approved by the Steering Committee in its meeting of January 7, 2009 pursuant to Art. 4 (1) FMStFG or, upon complete or partial termination of its silent participation, the redemption claims resulting from the termination of the silent participation, in whole or in part. The Board of Managing Directors shall be authorized to determine the details of the capital increase and its execution. c) The Board of Managing Directors is instructed to apply for the above amendment to the Articles of Association to be registered withthe commercial register so that it takes effect only after the registration of the capital increase under item 10 of the Agenda or, if the proposed capital increase under item 10 is not adopted at the AGM, after the registration of the capital increase under item 11 of the Agenda will take effect. d) The Supervisory Board shall be authorized to amend the text of Art. 4 of the Articles of Association to reflect the extent to which this authorized capital increase is used or to adjust the article once the authorization has expired. 14. Resolution on an amendment to Art. 12 of the Articles of Association 15. Resolution on an amendment to the Articles of Association concerning the simplification of the granting of proxy statements With the aim of simplifying the granting of the power of proxy and in anticipation of the legislative implementation of Directive 2007/36/EC on the exercise of certain rights of shareholders in listed companies (Shareholder Rights Directive), which provides for the granting of proxies to be effected in writing, in future written notice in the context of Art. 126b of the German Civil Code shall be sufficient to grant for a proxy statement. The Board of Managing Directors and the Supervisory Board therefore propose that the following be resolved: Art. 17 (4) of the Articles of Association shall be reformulated as follows: A voting right may be exercised by proxy. The proxy can also be a voting representative appointed by the Company. If neither a bank, equivalent institute or company in accordance with Arts. 135, 125 (5) of the German Stock Corporation Act, or any other party named in Art. 135 of the German Stock Corporation Act is authorized, the granting of the proxy is effected in writing. Details of the granting of proxy to the Company will be announced when the AGM is called. Art. 12 (1) of the Articles of Association stipulates that the Supervisory Board will select a Chairman and his or her deputy or deputies from its members in an open meeting for the term immediately following the AGM that elected all the shareholder representatives. So that the regulations are more flexible with respect to the deputy chairman, it will be possible to elect more than one deputy chairman. The Board of Managing Directors and the Supervisory Board therefore propose that the following be resolved: Art. 12 (1) of the Articles of Association shall be reformulated as follows: The Supervisory Board elects a Chairman and his or her deputy or deputies from its members in an open meeting for the term immediately following the AGM that elected all the shareholder representatives. 16. Resolution on an amendment to the Articles of Association to reflect a planned amendment to the AktG The draft legislation presented by the German government on the implementation of the Shareholder Rights Directive (Aktionärsrechterichtlinie hereinafter referred to as SRD) on November 5, 2008, provides for a new paragraph (7) to be added to Art. 121 AktG and that a new provision for the calculation of periods and deadlines be introduced. Accordingly, the day of the meeting, from which point the periods and deadlines are calculated retrospectively, shall not be counted. The new regulation shall not allow an AGM to be rescheduled from a Sunday, a Saturday or a public holiday to a preceding or following working day. Accordingly, Arts. 187 to 193 of the German Civil Code shall not apply.

10 10 The amendment shall apply to AGMs called after October 31, The Articles of Association of Commerzbank Aktiengesellschaft, in line with the current legal position, stipulate in Art. 17 (3) that periods in accordance with the provisions of Art. 17 of the Articles of Association shall be calculated retrospectively from the day of the AGM, which is not counted. If the period ends on a Sunday, a Saturday or a public holiday at the seat of the Company, in accordance with the Articles of Associations the previous working day that is counted shall be taken. The aforementioned regulation pertaining to Art. 17 (3) of the Articles of Association shall therefore be deleted in line with the anticipated new regulation. The Board of Managing Directors and the Supervisory Board propose that the following be resolved: In light of the additional request made prior to the AGM being called in a letter dated March 11, 2009, in accordance with Art. 122 (2) AktG, by the shareholders Richard Mayer, Heide Spichale-Lackner and Dr Winnfried Lubos, who are represented by Meilicke Hoffmann & Partner lawyers, we are adding the following additional items to the agenda: 17. Withdrawal of confidence from the Chairman of the Board of Managing Directors, Mr Martin Blessing, in accordance with Art. 84 (3) 2 AktG The shareholders who made the additional request propose that confidence be withdrawn from the Chairman of the Board of Managing Directors with respect to his actions in relation to acquiring this company's stake in Dresdner Bank. a) That Art. 17 (3) of the Articles of Association be deleted. The current paragraphs (4) to (6) of Art. 17 shall become paragraphs (3) to (5) with no change in order or substance. b) The Board of Managing Directors is instructed to apply for the above amendment to the Articles of Association to be registered with the commercial register only after the amendment of Art. 121 (7) of the AktG with the wording in accordance with the SRD draft regulation of November 5, 2008, has come into force. The resolution shall become void if the abovementioned legal amendment has not entered into force by the day of the 2010 AGM of. 18. Amendment to Art. 15 of the Articles of Association Supervisory Board remuneration Art. 15 of the Articles of Association contains the following regulations: (1) The members of the Supervisory Board shall receive a basic remuneration in addition to the reimbursement of expenses, composed as follows: 1. a fixed remuneration of 40, and 2. a variable bonus of 3,000 for each 0.05 of dividend in excess of a dividend of 0.10 per share distributed to shareholders for the previous financial year. (2) The chairman of the Supervisory Board shall receive three times and his or her deputy twice the basic remuneration as specified in paragraph 1. (3) For their membership of a Supervisory Board committee that meets at least twice in a calendar year, the chairman of the committee shall receive an additional remuneration equal to the basic remuneration as specified in paragraph 1 and each member of the committee an additional remuneration equal to half of the basic remuneration as specified in paragraph 1.

11 Invitation to the Annual General Meeting on May 15, (4) If a member of the Supervisory Board holds several of the offices mentioned in paragraphs 2 and 3, remuneration shall be paid in accordance with paragraphs 2 and 3 in respect of no more than three of these offices. This remuneration shall be considered to compensate for any additional offices. (5) Members of the Supervisory Board who have belonged to the Supervisory Board or a Supervisory Board committee for only part of a financial year shall receive a proportionately lower remuneration than specified in paragraphs 1 to 4. (6) In addition, each member of the Supervisory Board shall receive an attendance fee of 1,500 for each attendance at a meeting of the Supervisory Board or a Supervisory Board committee. (7) Both the fixed remuneration and the attendance fee shall be payable at the close of the financial year; the variable remuneration shall be payable after the close of the Annual General Meeting, which is responsible for granting formal approval for the actions of the Supervisory Board during the relevant financial year. Any turnover tax payable on the remuneration shall be reimbursed by the Company. The shareholders who made the additional request propose the following amendments to the Articles of Association the changes are highlighted: (1) The members of the Supervisory Board shall receive a basic remuneration in addition to the reimbursement of appropriate expenses, composed as follows: (3) For their membership of a Supervisory Board committee that meets at least four times in a calendar year, the chairman of the committee shall receive an additional remuneration equal to half of the basic remuneration as specified in paragraph 1 and each member of the committee an additional remuneration equal to a quarter of the basic remuneration as specified in paragraph 1. (4) If a member of the Supervisory Board holds several of the offices mentioned in paragraphs 2 and 3, remuneration shall be paid in accordance with paragraphs 2 and 3 in respect of no more than two of these offices. This remuneration shall be considered to compensate for any additional offices. (5) Members of the Supervisory Board who have belonged to the Supervisory Board or a Supervisory Board committee for only part of a financial year shall receive a lower remuneration than specified in paragraphs 1 to 4 that is based on the time spent on the Supervisory Board or Supervisory Board committee. (6) In addition, each member of the Supervisory Board shall receive an attendance fee of 1,000 for each attendance at a meeting of the Supervisory Board or a Supervisory Board committee, on the condition that the member of the Supervisory Board has attended all meetings of the Supervisory Board or committee during the financial year, unless there is an important reason for not having done so; attendance, including the important reasons for non-attendance, is to be recorded in the report of the Supervisory Board to be presented to the AGM in accordance with Art. 171 (2) AktG. 1. a fixed remuneration of 20,000 and 2. a variable bonus of 4,000 for each 0.05 of dividend in excess of a dividend of 0.10 per share distributed to shareholders for the previous financial year; however, this may not exceed three times the variable bonus. (2) The Chairman of the Supervisory Board shall receive double and his Deputy one and a half times the basic remuneration as specified in paragraph 1. (7) Both the fixed remuneration and the attendance fee shall be payable at the close of the financial year; the variable remuneration shall be payable after the close of the Annual General Meeting, which is responsible for granting formal approval for the actions of the Supervisory Board during the relevant financial year. Any turnover tax payable on the remuneration shall be reimbursed by the Company.

12 Appointment of special auditors pursuant to Art. 142 (1) AktG to examine the actions of management, in particular capital-raising measures with subscription rights excluded, in acquiring the 100 % stake in Dresdner Bank Aktiengesellschaft from Allianz SE. The special audit will focus on the actions of management, including the company s capital-raising measures with shareholders subscription rights excluded, when acquiring Dresdner Bank Aktiengesellschaft from Allianz SE. The special audit is to cover all issues related to the acquisition of Dresdner Bank Aktiengesellschaft and the question of whether the Board of Managing Directors and the Supervisory Board of this company duly fulfilled their statutory obligations when acquiring Dresdner Bank Aktiengesellschaft. In this respect, the following issues are to be addressed in particular: a) Was the acquisition of Dresdner Bank Aktiengesellschaft and the conditions of the acquisition sensible from a commercial perspective and did the Board of Managing Directors and the Supervisory Board act with the requisite level of diligence expected of management? b) Was the purchase price (payments of all types, i.e. cash payments, allocation of shares, transfer of cominvest, other payments) appropriate? c) Was the purchase price calculated by objective auditors on the basis of a careful company valuation? d) Are there any supplementary agreements with respect to the acquisition that have not been disclosed? e) Were the issue prices of the new shares for the two capital increases appropriate in the context of Art. 255 (2) 1 AktG? f) Was the issue price set correctly by including the Dresdner Bank Aktiengesellschaft share contribution, particularly taking into account the countertrades carried out by the company? g) When working out the issue price, did the Board of Managing Directors consult updated assessments of the intrinsic value of the Bank s new shares? If so, what did these assessments suggest? Where such assessments were not consulted, were members of the Board of Managing Directors or the Supervisory Board in breach of their duties? h) Is, according to the application for registration with the commercial register of January 9, 2009, the issue price of the shares issued as part of the capital increase by subscription of Allianz Lebensversicherungs-Aktiengesellschaft ( Allianz Leben ), Stuttgart, AZ-Asopus Vermögensverwaltungsgesellschaft OHG ( AZ-Asopus ), Munich, and Allianz Finanzbeteiligungs GmbH ( Allianz Finanz ), Munich, subscribing to 1,313,642, 31,930,786 and 130,217,109 no-par-value bearer shares, respectively, appropriate? i) Was the contribution in kind made by Allianz Leben, AZ- Asopus and Allianz Finanz to fulfil their investment obligation i.e. the contribution of 4,317,611, 104,948,500 and 427,991,038 no-par-value bearer shares of Dresdner Bank Aktiengesellschaft, respectively, with a pro-rata amount in relation to the Bank s own shares of 2.60 per share valued appropriately and is it sufficient for the appropriate issue price of this company s new shares, particularly taking into account the additional considerations provided by the company to the Allianz Group in accordance with the registration with the Commercial Register mentioned in section d) above and the long-term cooperative sales venture? j) Has the market value of the Dresdner Bank shares been calculated correctly? What is the market value of these shares? Which expert reports and other assessments of the company s value did the Board of Managing Directors draw upon when valuing Dresdner Bank Aktiengesellschaft? k) Did the Board of Managing Directors use all the information at its disposal when establishing the value of Dresdner Bank Aktiengesellschaft? Did the Board of Managing directors duly notify the Supervisory Board in full and correctly of all matters related to the acquisition of Dresdner Bank Aktiengesellschaft and, in particular, the valuation of Dresdner Bank Aktiengesellschaft, as well as all the risks involved in the acquisition?

13 Invitation to the Annual General Meeting on May 15, l) The valuation of the Dresdner Bank Aktiengesellschaft takeover and particularly the company valuation also must be carried out after Dresdner Bank Aktiengesellschaft s announcement on February 26, 2009, that it had recorded a loss of 6,300,000,000 for the 2008 financial year, after having earned 410,000,000 in the 2007 financial year. In view of this, is the takeover sensible from a commercial perspective given the announcement in the Dresdner Bank Aktiengesellschaft press release of February 26, 2009, of a provisional, unaudited net loss of 6,300,000,000 for the 2008 financial year despite posting positive results in its private and corporate clients sectors? m) Is it true that Dresdner Bank Aktiengesellschaft s equity is practically exhausted as a result of the loss posted in 2008, and that if it were independent, it would be threatened with closure (Reuters report of February 26, 2009: Dresdner Bank posts record loss (German-language article))? In view of both this and the fact that since the beginning of the financial crisis 18 months ago, Dresdner Bank has been the only major German bank in the red (Reuters, ibid), is the acquisition of Dresdner Bank Aktiengesellschaft sensible from a commercial perspective? Or is the takeover of Dresdner Bank Aktiengesellschaft merely a way for the company to grant an undue advantage to Allinaz SE that by this means will get rid of the problem child (Reuters, ibid)? According to some press reports, some investment bankers at Dresdner Kleinwort were still awarded large bonuses for 2008 despite Dresdner Bank Aktiengesellschaft s massive loss (Reuters, ibid). Is it actually true that the investment bankers were entitled to receive bonuses, or could this company have done anything to prevent these bonuses being paid? If this is the case, have any claims for damages been made, particularly in accordance with Arts. 93 and 116 AktG, with respect to any failure by the company to prevent the payment of these bonuses? n) Did the Board of Managing Directors and the Supervisory Board exercise the necessary diligence under AktG in preparing for and carrying out the acquisition of Dresdner Bank Aktiengesellschaft? Which members of the Bank s Board of Managing Directors and Supervisory Board may be called upon to compensate for the damage either caused to the Bank by the acquisition of Dresdner Bank Aktiengesellschaft and/or still being caused, and/or pending? Are punishable offences suspected in connection with the acquisition of Dresdner Bank Aktiengesellschaft? o) How high are the total losses arising for this Company from the acquisition of Dresdner Bank Aktiengesellschaft? p) Does the long-term exclusive cooperative sales venture agreed in relation to the share subscription by Allianz SE (and the Allianz Group companies named in section h) above) fulfil the conditions for a hidden contribution in kind (verschleierte Sacheinlage) or has the investment amount owed by Allianz SE not been raised correctly because of this cooperative sales venture? Is entering into this exclusive cooperative sales venture sensible from a commercial perspective or is this a special benefit that is being granted to a shareholder as a result of the share subscription? q) Have shareholders or other third parties influenced or colluded with the management bodies of this Company, or exerted any influence pursuant to Art. 117 AktG for these measures to be taken? Which of them may be called upon, and to what extent, to compensate for the damage either caused to the Bank by the acquisition of Dresdner Bank Aktiengesellschaft and/or still being caused, and/or pending? Are punishable offences suspected in connection with the aforementioned measures? r) In particular, checks must be carried out with respect to the appropriateness of the valuation of Dresdner Bank Aktiengesellschaft and the level of diligence exercised by the Board of Managing Directors in their actions surrounding the acquisition in light of the requirement arising in connection with the preparation of Dresdner Bank Aktiengesellschaft s financial statements for the 2008 financial year for a capital increase of Dresdner Bank Aktiengesellschaft of 4,000,000, to take place, as was announced in press reports dated March 9, According to a statement from a Company spokesperson on March 9, 2009, the capital increase will ensure that Dresdner Bank Aktiengesellschaft s core capital ratio is above 4 %, after auditors KPMG discovered that Dresdner Bank Aktiengesellschaft had a core capital ratio of