Expert Corporate Governance Service (ECGS)
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Etude de l'AG du 03/05/2017

Item 2: At the end of 2016, Commerzbank reported a fully-loaded CET 1 ratio of 12.3% (up from 12% in 2015) above the minimum 7-8% level typically required of systematically important financial institutions (SIFIs). This was largely due to increases in profitability. The EBA stress test in 2016 revealed that the CET 1 ratio would decline to 7.42% (on a fully-loaded basis) under the 2018 adverse case scenario, making Commerzbank one of five European SIFIs with CET 1 ratios that would fall below 8% (Deutsche Bank, Société Générale, Barclays, and UniCredit). In this regard, we welcome the bank’s decisions not to pay a dividend.

Item 5: PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, Frankfurt am Main, is proposed as auditor for the current financial year. Although PricewaterhouseCoopers' term of office (since at least 1970) significantly exceeds our guidelines, we note that from financial year 2018 onwards, a new auditor is proposed. In addition, the ratio of non-audit/audit fees was 178.79% during the year under review and 144.90% over a three year aggregate period which exceeds our guidelines. We therefore recommend opposing the proposal.

Item 9: The German FMSA-Reorganisation Act gives CRR credit institutions the possibility of providing, under certain circumstances, in the Articles of Association for a shortened notice period for calling general meetings to adopt resolutions on a capital increase. The Articles of Association can accordingly provide that a general meeting containing in the agenda a resolution about a capital increase alone or in addition to other items on the agenda must be called at least ten days prior to the general meeting if the prerequisites for action by the supervisory authorities (namely significant deterioration in the financial situation of the institution or a threat of such a deterioration in the financial situation in the near future) are being met and a capital increase is necessary in order to prevent the prerequisites for resolution arising. The Company proposes to amend the Articles of Association accordingly by reducing the deadline for calling a general meeting under the above mentioned circumstances to ten days and to reduce the registration deadline for shareholders for such meetings to three days.

Although this proposal reduces shareholders' rights through the reduction of the deadline from 30 days to ten days we note that this is only possible in very rare and exceptional cases where an acceleratd procedure is necessary to avoid a significant deterioration in the financial situation of the Company. Therefore we recommend to support this resolution.

Commerzbank AG

Commerzbank operates through five segments: Private Customers, which comprises the Private Customers, Direct Banking and Commerz Real divisions; Mittelstandsbank, which include the Mittelstand Germany, Corporate Banking & International and Financial Institutions divisions; Central and Eastern Europe, which consists of the universal and regional banking and direct banking activities; Corporates and Markets, which consists the Equity Markets & Commodities, Fixed Income & Currencies, Corporate Finance and Credit Portfolio Management divisions; as well as Non-Core Assets, which includes the operations of CRE Banking Germany, CRE Banking International, Public Finance and Deutsche Schiffsbank.


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