Commerzbank :  Invitation to the Annual General Meeting 2024 with explanations regarding the rights of the shareholders

Invitation to the Annual General Meeting

on 30 April 2024

Commerzbank Aktiengesellschaft

The bank at your side

2 Commerzbank Aktiengesellschaft

Commerzbank Aktiengesellschaft Frankfurt am Main

German Securities Identification Number: (Wertpapier-Kenn-Nummer, "WKN") CBK100

ISIN: DE000CBK1001

Event: 9f785f02a3beee11b52f00505696f23c

Invitation

Dear Shareholders,

We hereby invite you to the regular general shareholders' meeting of Commerzbank Aktiengesellschaft (hereinafter also the "Company") which will take place on Tuesday, 30 April 2024,

starting at 10:00 hours (Central European Summer Time - CEST) as a virtual general shareholders' meeting without the shareholders or their proxies being physically present at the site of the general shareholders' meeting.

The virtual general shareholders' meeting will be transmitted for shareholders of Commerzbank Aktien- gesellschaft with video and audio on the internet. Properly legitimized and registered shareholders and their proxies can access the virtual general shareholders' meeting by way of electronic communication and can participate in the meeting in this manner. The shareholders' voting right can be exercised - by the shareholders personally or by proxies - exclusively by way of postal vote or by granting proxy to the voting rights representatives of the Company (in each case also by way of electronic communication). Physical participation by the shareholders and their proxies (except for the voting rights representatives of the Company) is excluded. The location of the general shareholders' meeting for purposes of the German Stock Corporations Act (Aktiengesetz, "AktG") is Friedrich-Ebert-Allee 1, 65185 Wiesbaden.

General shareholders' meeting hotline starting on 9 April 2024, Monday through Friday (except holidays)

between 9:00 and 17:00 hours: Telephone: [phone]

Invitation to the Annual General Meeting on 30 April 2024 3

Agenda

1. Presentation of the adopted annual financial statements and the management report (includ- ing the explanatory report on the information pursuant to § 289a German Commercial Code (Handelsgesetzbuch, "HGB") for the financial year 2023, submission of the approved consoli- dated financial statements and the group man- agement report (including the explanatory report on the information pursuant to § 315a HGB) for the financial year 2023 and of the report of the Supervisory Board
   In accordance with §§ 172, 173 AktG, no resolution is required for item 1 of the agenda because the Supervisory Board has approved the annual finan- cial statements and the consolidated financial statements prepared by the Board of Managing Directors and the annual financial statements are, therefore, adopted. § 175 paragraph 1 sentence 1 AktG only provides that the Board of Managing Directors must convene the general shareholders' meeting in order to receive, among other items, the adopted annual financial statements and the management report as well as in order to adopt a resolution about the use of any distributable profits and, in the case of a parent company, also receiving the consolidated financial statements approved by the Supervisory Board and the group management report. The above referenced documents will be explained in more detail in the general shareholders' meeting.
2. Resolution on the use of the profit shown on the balance sheet
   The Board of Managing Directors and the Super- visory Board propose to use the profit on the balance sheet shown in the annual financial state- ments for the financial year 2023 in the amount of EUR 600,052,840.73 to distribute a dividend of EUR 0.35 for each share of common stock entitled to a dividend (total EUR 414,634,153.15) and to allocatetheremainingamountofEuro185,418,687.58 to other capital reserves.

3. Resolution on the ratification of actions by the members of the Board of Managing Directors

The Board of Managing Directors and the Super- visory Board propose to ratify the actions (Entlastung) of the members of the Board of Managing Directors who were in office in the financial year 2023.

1. Dr. Manfred Knof (Chairman)
2. Dr. Bettina Orlopp (Vice-chairman)
3. Dr. Marcus Chromik
4. Michael Kotzbauer
5. Sabine MInarsky
6. Dr. Jörg Oliveri del Castillo-Schulz
7. Thomas Schaufler

It is planned to have the general shareholders' meeting decide about the ratification of actions of the members of the Board of Managing Directors who were in office in the financial year 2023 by way of individual voting.

4. Resolution on the ratification of actions by the members of the Supervisory Board

The Board of Managing Directors and the Super- visory Board propose to ratify the actions of the members of the Supervisory Board who were in office in the financial year 2023:

1. Dr. Jens Weidmann (Chairman) (member since 31 May 2023)
2. Uwe Tschäge (Vice-chairman)
3. Heike Anscheit
4. Alexander Boursanoff (member until 31 May 2023)
5. Gunnar de Buhr
6. Stefan Burghardt
   (member until 31 May 2023)
7. Harald Christ
   (member since 31 May 2023)

4 Commerzbank Aktiengesellschaft

1. Dr. Frank Czichowski
2. Sabine U. Dietrich
3. Dr. Jutta A. Dönges
4. Monika Fink
   (member until 31 May 2023)
5. Helmut Gottschalk (member until 31 May 2023)
6. Stefan Jennes
   (member until 31 May 2023)
7. Kerstin Jerchel
8. Burkhard Keese
9. Alexandra Krieger (member until 31 May 2023)
10. Maxi Leuchters
    (member since 31 May 2023)
11. Daniela Mattheus
12. Nina Olderdissen
    (member since 31 May 2023)
13. Sandra Persiehl
    (member since 31 May 2023)
14. Michael Schramm
    (member since 31 May 2023)
15. Caroline Seifert
16. Robin John Stalker (member until 31 May 2023)
17. Dr. Gertrude Tumpel-Gugerell
18. Sascha Uebel
    (member since 31 May 2023)
19. Frank Westhoff
20. Stefan Wittmann

It is planned to have the general shareholders' meeting decide about the ratification of actions of the members of the Supervisory Board who were in office in the financial year 2023 by way of individual voting.

5. Election of the auditor for the financial state- ments and the consolidated financial statements for the financial year 2024 as well as election of the auditor for the audit review of (any) interim financial information for the financial year 2024 and for the quarters in the financial year 2025 which will have been completed prior to the regular general shareholders' meeting 2025

5.1 The Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be elected as the auditor for the annual finan- cial statements and the consolidated financial statements for the financial year 2024 and as the auditor for the audit review of the abridged financial statements and the interim manage- ment report pursuant to §§ 115 paragraph 5, 117 no. 2 German Securities Trading Act (Wert- papierhandelsgesetz, "WpHG") as of 30 June 2024 as well as for any additional interim financial information pursuant to §§ 115 para- graph 7 WpHG, 340i paragraph 4 HGB in the financial year 2024.

5.2. The Supervisory Board proposes that KPMG AG Wirtschaftsprüfungsgesellschaft, Berlin, be elected as the auditor for the audit review of any interim financial information pur- suant to §§ 115 paragraph 7 WpHG, 340i paragraph 4 HGB which is prepared for peri- ods after 31 December 2024 and prior to the regular general shareholders' meeting in the year 2025.

The proposals are based on the recommendation of the audit committee of the Supervisory Board.

The audit committee has stated that its recommendation is free of inappropriate influence by third parties in accordance with Art. 16 paragraph 2 subparagraph 3 of EU-Regulation 537/2014 and that no clause of the type set forth in Art. 16 paragraph 6 of EU-Regulation 537/2014 has been imposed on the audit committee.

Invitation to the Annual General Meeting on 30 April 2024 5

6. Resolution on the approval of the remuneration report for the financial year 2023

Pursuant to § 120a paragraph 4 AktG, the general shareholders' meeting must resolve about the approval of the remuneration report for the finan- cial year 2023 that was prepared by the Board of Managing Directors and the Supervisory Board and audited pursuant to § 162 AktG.

The remuneration report for the financial year 2023 is restated in full in the section "Explanations for Agenda Item 6" together with the audit note of the auditor of Commerzbank Aktiengesellschaft. The auditor has audited the remuneration report pursuant to § 162 paragraph 3 AktG with regard to whether the information required by law under

• 162 paragraphs 1 and 2 AktG has been provided. The auditor was also mandated with an examina- tion of the substance in addition to the require- ments in the law.

The Board of Managing Directors and the Supervisory Board propose to approve the remuneration report for the financial year 2023 which is restated in the invitation to this general share- holders' meeting.

7. Resolution on the authorization to acquire and use treasury shares pursuant to § 71 paragraph 1 no. 8 AktG with the possibility of excluding the subscription right of the shareholders

The Board of Managing Directors and the Super- visory Board propose to resolve:

1. Commerzbank Aktiengesellschaft is authorized to acquire treasury shares until 29 April 2029 in a volume up to 10 % of the share capital ex- isting at the time the resolution is adopted or
   - if this is a lower value - the share capital ex- isting at the time when the present authoriza- tion is exercised. Together with the treasury shares acquired for other reasons which are held by the Company or are attributable to the Company pursuant to §§ 71a et seq. AktG, the shares acquired on the basis of this authoriza- tion cannot at any time exceed 10 % of the re- spective share capital of the Company.

The acquisition can be carried out, at the election of the Board of Managing Directors, on the stock exchange or by means of a public purchase offer directed to all shareholders.

The consideration for the acquisition of the shares (without ancillary acquisition costs) cannot be more than 10 % higher or 20 % lower when acquired through the stock exchange than the average value of the stock price (clos- ing auction prices for the Commerzbank shares in XETRA trading or in a comparable successor system on the Frankfurt Securities Exchange) on the three trading days preceding the respective acquisition. In the case of a public purchase offer, the consideration cannot be more than 10 % higher or more than 20 % lower than the average value of the stock prices (closing auction prices for the Commerzbank shares in XETRA trading or in a comparable successor system on the Frankfurt Securities Exchange) in the last three trading days before the date of publication of the offer. If the volume of the offered shares in the case of a public purchase offer exceed the planned volume for repur- chase, the acceptance can be made proportionately according to the respectively offered shares. Preferred acceptance of small numbers of shares up to 50 shares can be provided for with regard to each shareholder when acquiring offered shares of the Company (minimum allocation).

The authorization to acquire treasury shares can be used once or multiple times, completely or in partial amounts, by Commerzbank Aktiengesellschaft or by direct or indirect companies in which Commerzbank Aktien- gesellschaft holds a majority participation (group companies within the meaning of § 18 paragraph 1 AktG) or by third parties for the account of Commerzbank Aktiengesellschaft or its directly or indirectly majority held companies and in a combination of all above- designated possibilities for acquisition.

6 Commerzbank Aktiengesellschaft

1. The Board of Managing Directors is authorized to use the shares acquired on the basis of the above authorization as follows:
2. • sale of the treasury shares through the stock exchange or by an offering to all shareholders;
   • sale of the treasury shares in exchange for consideration in kind for the purpose of acquiring enterprises, parts of enterprises or participations in enterprises as well as other economic assets;
   • in the case of a sale of the treasury shares by an offer to all shareholders granting a sub- scription right for holders of the conversion rights or warrants issued or still to be issued by Commerzbank Aktiengesellschaft or di- rectly or indirectly majority held companies of Commerzbank Aktiengesellschaft (group companies within the meaning of § 18 para- graph 1 AktG) like these holders would have after exercising the conversion right or war- rant or after fulfilling a corresponding duty to convert or exercise the warrant;
   • issuing the treasury shares (i) as employee shares to employees of Commerzbank Aktiengesellschaft and directly or indirectly majority held companies of Commerzbank Aktiengesellschaft (group companies within the meaning of § 18 paragraph 1 AktG) up to a proportionate amount in the share capital of Euro 15,000,000.00, or (ii) as part of the compensation by delivering shares to mem- bers of the Board of Managing Directors, members of the management or employees of the above-mentioned companies;
   • sale of the treasury shares otherwise than through the stock exchange or by an offer to all shareholders if the purchase price does not materially lie below the stock exchange price for the shares at the time of the sale. This authorization can only be used if it is assured that the number of the shares sold on the basis of this authorization does not exceed 10 % of the share capital of the Company existing at the time the authorization takes effect or - if the value is lower - at the time the authorization is exercised. Shares will be included in the maximum limit of 10 % of the share capital which are issued or sold during the term of this authorization with exclusion of the subscription right in direct or corre- sponding application of § 186 paragraph 3 sentence 4 AktG. Shares will also be included which are issued to service conversion rights

or warrants under financial instruments if these financial instruments are issued during the term of this authorization with exclusion of the subscription right in corresponding application of § 186 paragraph 3 sentence 4 AktG.

The Board of Managing Directors can only make use of the authorizations to exclude the subscription right when using treasury shares as employee shares, as part of the compensation for contributions in kind by providing shares to members of the Board of Managing Directors, members of senior management or employees as well as by issuing treasury shares to members of the Board of Managing Directors, members of senior management or employees of the Company or its group companies within the meaning of § 18 paragraph 1 AktG in exchange for contributing claims for variable components of compensation, bonuses or similar claims against the Company or its group companies, up to a total maximum amount of 3 % of the share capital existing at the point in time when the general shareholders' meeting adopts the resolution. That proportionate share capital must be credited against this 3 % limit which is attributable to shares issued or sold subject to exclusion of the subscription right of the shareholders under any authorization to members of the Board of Managing Directors, members of the management or employees of the Company or its group companies within the meaning of § 18 paragraph 1 AktG in exchange for cash contributions or contributions in kind during the term of the authorization.

The above-mentioned authorizations for use of treasury shares can be used once or multiple times, completely or partially, individually or together. The treasury shares can be used for one or more of the above-mentioned purposes. The subscription right of the shareholders for Commerzbank shares which are sold again is excluded to the extent that these shares are used in accordance with the above authorizations under bullet points 2 through 5.

1. The Board of Managing Directors is furthermore authorized to cancel shares acquired on the basis of this authorization without the imple- mentation of the cancellation requiring a further resolution of the general shareholders' meeting.
2. The current authorization for the acquisition of treasury shares that was granted by the general shareholders' meeting on 13 May 2020 and has a limited term until 12 May 2025 is cancelled for the time after this new authorization takes effect.

Invitation to the Annual General Meeting on 30 April 2024 7

8. Resolution on the authorization to acquire treasury shares through multilateral trading systems and for use of derivatives when acquiring treasury shares in accordance with § 71 para- graph 1 no. 8 AktG

As a supplement to the authorization for the acquisition of treasury shares pursuant to § 71 paragraph 1 no. 8 AktG under Agenda Item 7, Commerzbank Aktiengesellschaft shall be au- thorized to acquire treasury shares, in addition to the manner described in agenda point 7, also through one or more multilateral trading systems ("MTF"), within the meaning of § 2 paragraph 6 German Stock Exchange Act (Börsengesetz) as well as by using derivatives.

The Board of Managing Directors and the Super- visory Board propose to resolve:

1. As a supplement to the authorization for acqui- sition of treasury shares under § 71 para- graph 1 no. 8 AktG to be adopted under Agenda Item 7, the acquisition of shares can also be carried out, in addition to the manner described there, through one or more multilateral trad- ing systems within the meaning of § 2 para- graph 6 Stock Exchange Act ("MTF") as well as by using put or call options as well as futures contracts. The Company can sell put options to third parties and purchase call options from third parties as well as conclude futures con- tracts which are directed towards physical delivery in which more than two trading days lie between conclusion of the purchase contract for the treasury shares and the performance by delivery of the shares (hereinafter together, "derivatives") if there is assurance under the terms and conditions of these derivatives that shares will only be delivered for the derivatives which have been acquired in accordance with the principle of non-discriminatory treatment; the acquisition of the shares through the stock exchange satisfies this requirement. Sub- ject to this prerequisite, a combination of the above-mentioned derivatives can also be used. The authorization to acquire treasury shares by using derivatives can be used once or multiple times, completely or partially by Commerzbank Aktiengesellschaft or by companies in which Commerzbank Aktiengesellschaft directly or indirectly hold a majority participation (group companies within the meaning of § 18 para- graph 1 AktG) or by third parties for the ac- count of Commerzbank Aktiengesellschaft or its majority held companies.

1. The shares acquired in the exercise of this au- thorization must be credited against the limit on acquisition in the authorization proposed as Agenda Item 7 for this general shareholders' meeting. Based on the existing authorization, shares can also only be acquired so long as the volume of the authorization proposed under Agenda Item 7 is not exhausted. All acquisitions of shares using derivatives are also limited to shares having a maximum volume of 5 % of the share capital existing at the time the general shareholders' meeting adopts the resolution about this authorization or - if a lower - the share capital existing at the time when the present authorization is exercised. The term of the individual derivatives can be a maximum of 18 months respectively and must be deter- mined so that the acquisition of shares in ex- ercise of the derivatives takes place at the latest on 29 April 2029.
2. The consideration for the acquisition of the shares (without ancillary acquisition costs) cannot be higher than 10 % or lower than 20 % of the average value of the share prices (closing auction prices for the Commerzbank shares in XETRA trading or in a comparable successor system on the Frankfurt Securities Exchange) on the three trading days preceding the respec- tive acquisition in the case of acquisition through an MTF. The price agreed in a derivative (without ancillary acquisition costs) for the acquisition of a share when exercising options or fulfilling futures purchases cannot be more than 10 % higher and more than 10 % lower than the average value of the share prices (closing auction prices for Commerzbank shares in XETRA trading or in a comparable successor system on the Frankfurt Securities Exchange) in the last three trading days prior to the com- pletion of the relevant transaction.
   The acquisition price to be paid by the Company for warrants cannot be materially above the selling price for warrants received by the Company and cannot be materially below the theoretical market value of the respective warrant determined under recognized methods of financial calculation, in the determination of which the agreed exercise price must be taken into account. The futures price agreed by the Company in the case of purchasing futures cannot be materially above the theoretical futures price determined using recognized methods of financial calculation, and among other factors, the current stock exchange price and the term of the futures purchase must be taken into account.

8 Commerzbank Aktiengesellschaft

1. If treasury shares are acquired using derivatives in accordance with the above provisions, a right of the shareholders to conclude such deriva- tives transactions with the Company will be excluded in corresponding application of § 186 paragraph 3 sentence 4 AktG. Shareholders have a right to put their shares to the Company only to the extent the Company has an obliga- tion owed to the shareholders to purchase the shares under derivatives transactions. Any further put right is excluded.
2. The rules established for Agenda Item 7 apply for the use of shares that have been acquired through an MTF or by using derivatives.
3. The currently existing authorization issued by the general shareholders' meeting on 13 May 2020 which runs until 12 May 2025 for use of derivatives when acquiring trea- sury shares is cancelled for the time after this new authorization takes effect.

9. Resolution on the amendment of § 5 paragraph 2 of the articles of association as an adjustment concerning the Act on Financing Investments to secure the Future (Gesetz zur Finanzierung von zukunftssichernden Investitionen (Zukunfts- finanzierungsgesetz, "ZuFinG"))

The Act on Financing Investments to secure the Future dated 11 December 2023 includes provi- sions to enable stock corporations to issue elec- tronic shares pursuant to the Act on Electronic Securities (Gesetz über elektronische Wertpapiere, "eWpG"). Companies are also given the possibility to replace shares which were previously the sub-

ject of global certificates with electronic shares having the same substance without the consent of the holders of these shares. The prerequisite for this in each case is a corresponding provision in the articles of association. These changes serve the purpose of further digitalization of the capital market. Electronic bearer shares embody the same rights as bearer shares certificated in a collective document. The electronic shares are only different because registration in an electronic securities register pursuant to § 2 paragraph 1 eWpG takes the place of a collective document deposited with a central custodian. A corresponding transition is currently not yet planned at Commerzbank Aktien- gesellschaft. However, the following proposed amendment to the articles of association is supposed to create a forward looking basis for electronic shares.

The currently valid articles of association is available in the internet at www.commerzbank.de/hv.

The Board of Managing Directors and the Supervisory Board propose to resolve:

• 5 paragraph 2 of the articles of association is given the following new sentence 3:

"The certification is completely excluded for those shares which are registered as electronic shares in an electronic securities register."

Invitation to the Annual General Meeting on 30 April 2024 9

Explanations for Agenda Item 6

Remuneration report pursuant to § 162 AktG for the financial year 2023

The following remuneration report describes the principles governing the remuneration of the Board of Managing Directors and Supervisory Board of Commerzbank Aktiengesellschaft and explains the level and structure of remuneration for the 2023 financial year. It complies with the requirements laid down in Art. 162 of the German Stock Corporation Act (AktG) and the recommendations of the German Corporate Governance Code.

This remuneration report once again significantly increases the transparency of reporting. Criticisms of the previous year's remuneration report are also taken into account. The focus is on providing a more detailed presentation of the targets for the members of the Board of Managing Directors. The auditor also checked the content of the remuneration report in addition to ensuring that it meets the legal requirements.

A. Board of Managing Directors

Principles of the remuneration system and remuneration for the 2023 financial year

Review of the 2023 financial year

Revised remuneration system implemented as at 1 January 2023

Vote on the 2022 remuneration report at the 2023 Annual General Meeting

Overview of the remuneration system

VIII. Remuneration for the 2023 financial year

IX. Outstanding virtual shares from variable remuneration

1. Share ownership obligation (Share Ownership Guideline (SOG))

B. Supervisory Board

Principles of the remuneration system and remuneration for the 2023 financial year

1. Principles of the remuneration of the Board of Managing Directors

1. Temporary deviation from the remuneration system

1. Appropriateness of remuneration

IV. Benefits upon termination of employment

1. Reimbursement of lost variable remuneration and other compensation payments

VI. Targets and target achievement for the 2023 financial year

VII. Remuneration awarded and owed pursuant to Art. 162 AktG

1. Comparative presentation of income performance and the annual change in remuneration

1. Income performance

1. Board of Managing Directors remuneration / Supervisory Board remuneration

1. Average employee remuneration

10 Commerzbank Aktiengesellschaft

1. Board of Managing Directors

Principles of the

remuneration system

and remuneration for the

2023 financial year

Review of the 2023 financial year

The 2023 financial year was very successful for Commerzbank despite a difficult environment marked by crisis. Commerzbank has now completed the restructuring of the Bank, including a gross reduction of almost 10,000 full-time positions and deep cuts in the branch network, and has achieved the principal core goals outlined in the "Strategy 2024" programme. The progress resulting from the strategic measures is demonstrated in impressive fashion in the results for the 2023 financial year. In the 2023 financial year just ended, Commerzbank earned more than it has earned at any time in the past 15 years, both in operating terms at €3.4bn, and in consolidated terms at €2.2bn. With a Core Tier 1 capital ratio of 14.7%, Commerzbank is very solidly positioned and is once again able to award its shareholders a suitable share in the Bank's success.

Revised remuneration system implemented as at 1 January 2023

The revised remuneration system has been in effect for the members of the Board of Managing Directors since 1 January 2023. This means that variable remuneration is now measured against new financial performance indicators. Operating profit and the net return on tangible equity (net RoTE) as return indicators have replaced the previous indicator, economic value added (EVA). The new indicators enable the Bank's success to be linked to the level of variable remuneration more directly and at the same time in a way that is more transparent for investors.

An overview of the specific changes to the remuneration system can be found in the "2023 remuneration system" section of

the previous year's remuneration report and in the details of the remuneration system for the Board of Managing Directors published on Commerzbank's website.