COMMERZBANK AKTIENGESELLSCHAFT

24
Commerzbank AG
For details of the authorised capital increase and conditional capital increase, particularly
regarding maturities and terms and conditions of exercise, please refer to the explanations in
Notes 28 and 29.
The authority of the Board of Managing Directors to increase share capital from authorised
and conditional capital and to issue convertible bonds or bonds with warrants or profitsharing
certificates allows the Bank to respond appropriately and promptly to changed capital
needs.
On May 19, 2011, the Annual General Meeting authorised Commerzbank Aktiengesellschaft
to purchase and sell its own shares for the purpose of securities trading, pursuant to
Art. 71 (1) No. 7 of the German Companies Act (AktG) until May 18, 2015. The aggregate
amount of shares to be acquired for this purpose shall not exceed 5% of the share capital of
Commerzbank Aktiengesellschaft at the end of any given day. The price at which own shares
are purchased may not be more than 10% lower or higher than the average share price
(closing auction prices or similar successor prices for Commerzbank shares in Xetra trading
or a similar successor system to the Xetra system on the Frankfurt Stock Exchange) on the
three trading days preceding the purchase.
Material agreements in the event of a change of control following a takeover bid
In the event of a change of control at Commerzbank, an extraordinary right of termination in
favour of certain contract parties has been negotiated by Commerzbank under ISDA master
agreements. In general, the right of termination is also conditional upon a material deterioration
in Commerzbank’s credit standing. In the event of this type of termination, the individual
agreements signed under these master agreements would have to be settled at market,
which can be determined on any stock exchange trading day. The possibility cannot however
be excluded that, if an individual customer with an especially large volume of business terminates
a contract, Commerzbank’s net assets, financial position and operating results could
nevertheless be heavily impacted due to the Bank’s potential payment obligations.
Change of control clauses
The remuneration system for the Board of Managing Directors introduced in 2010 contains
no change of control clauses. Only one member of the Board of Managing Directors still has
an employment contract that contains a change of control clause, and this will expire at the
end of the current term of office of the Board member concerned.
Where the change of control clause still applies, the member of the Board of Managing
Directors is entitled to terminate his contract of employment. If the member of the Board of
Managing Directors utilises this right to terminate his contract, he is entitled to compensation
for the remainder of his term of office equal to 75% of his average total annual pay plus
a severance payment equal to his average total annual remuneration for two to four years.
The compensation and severance payment taken together may not exceed either the average
total annual remuneration for five years or the average total annual remuneration for the period
up to the Board member’s 65 th birthday. Following his term of office, the Board member
has pension entitlements. The termination of the contract of employment is only effective if
the Supervisory Board agrees that there is cause. Furthermore, there is no entitlement to
severance pay if the member of the Board of Managing Directors receives payment in connection
with a change of control from the majority shareholder, the controlling company or –
in the event of a merger or acquisition – the new legal entity.
In a few exceptional cases, individual managers in Germany and abroad have also received
an assurance that their remuneration will continue for a certain transitional period of