EQS-News: Commerzbank Annual General Meeting approves all agenda items

• Shareholders approve dividend of €1.10 per share and authorisation for further share buybacks
• Actions of Board of Managing Directors and Supervisory Board ratified by Annual General Meeting

Today, the Annual General Meeting of Commerzbank approved all items on the agenda by a large majority. Shareholders paid tribute to the achievements delivered and clearly reaffirmed their support for the “Momentum 2030” strategy and the Bank’s stand-alone course. They approved the dividend proposal for the 2025 financial year of €1.10 per share (2024: €0.65) with a majority of 99.88% (agenda item 2). In total, the dividend payment amounts to around €1.2bn.

Together with two share buybacks already completed with a total volume of around €1.5bn, Commerzbank will return a total of around €2.7bn to its shareholders for the 2025 financial year. This corresponds to 100% of the net result before restructuring expenses and after deduction of AT 1 coupon payments.

For the coming years, the Bank plans to continuously increase the capital return. Commerzbank continues to rely on a combination of dividend payments and share buybacks, with the share of the dividend to grow to at least 50%. The share buybacks are subject to approval by the European Central Bank and the Finance Agency.

The Annual General Meeting approved the necessary authorisations to acquire and use its own shares (agenda items 7 and 8) – with majorities of 96.25% and of 97.79%, respectively. This means that Commerzbank has once again the opportunity to acquire its own shares up to a volume of 10% of the share capital via the stock exchange or through multilateral trading systems.

The shareholders voted on the other key items on the agenda as follows:

Ratification of the Board of Managing Directors and Supervisory Board (agenda items 3 and 4)

The actions by the members of the Board of Managing Directors were ratified by the Annual General Meeting with a majority between 99.58% and 99.64%. The actions by the members of the Supervisory Board were ratified with a majority between 98.36% and 99.64%.

Remuneration report for the members of the Board of Managing Directors and Supervisory Board (agenda item 6)

The Annual General Meeting approved the remuneration report for the 2025 financial year with a majority of 91.28%.

Further information on this year’s Annual General Meeting can be found at www.commerzbank.de/agm. Photos of the event are also available online.

Press contact
Erik Nebel  +49 69 9353-45712
Svea Junge  +49 69 9353-45691

Investors’ contact
Michael Desprez +49 69 9353-47705
Ute Sandner  +49 69 9353-47708

About Commerzbank
With its two business segments – Corporate Clients and Private and Small-Business Customers –, Commerzbank, as a full-service bank, offers a comprehensive portfolio of financial services. It is the leading bank in the Corporate Clients Business in Germany and for the German Mittelstand and a strong partner for around 24,000 corporate client groups and accounts for approximately 30% of German foreign trade. The Bank is present internationally in more than 40 countries in the corporate clients’ business – wherever its Mittelstand clients, large corporates, and institutional clients need it. In addition, Commerzbank supports its international clients with a business relationship to Germany, Austria, or Switzerland and companies operating in selected future-oriented industries. With more than €400bn assets under management, Commerzbank is also one of the leading banks for private and small-business customers in Germany. Under the brand Commerzbank, it offers a wide range of products and services with an omni-channel approach: online and mobile, via phone or video in the remote advisory centre, and in person at its around 400 locations across Germany. Under the brand comdirect, it offers all core services as a digital primary bank 24/7 and, as a performance broker, solutions for saving, investing, and securities trading. Its Polish subsidiary mBank S.A. is an innovative digital bank that serves around 6 million private and corporate customers, predominantly in Poland, as well as in the Czech Republic and Slovakia.

Disclaimer
This release contains forward-looking statements. Forward-looking statements are statements that are not historical facts. In this release, these statements concern inter alia the expected future business of Commerzbank, efficiency gains and expected synergies, expected growth prospects and other opportunities for an increase in value of Commerzbank as well as expected future financial results, restructuring costs and other financial developments and information. These forward-looking statements are based on the management’s current plans, expectations, estimates and projections. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Such factors include, amongst others, the conditions in the financial markets in Germany, in Europe, in the USA and other regions from which Commerzbank derives a substantial portion of its revenues and in which Commerzbank holds a substantial portion of its assets, the development of asset prices and market volatility, especially due to the ongoing European debt crisis, potential defaults of borrowers or trading counterparties, the implementation of its strategic initiatives to improve its business model, the reliability of its risk management policies, procedures and methods, risks arising as a result of regulatory change and other risks. Forward-looking statements therefore speak only as of the date they are made. Commerzbank has no obligation to update or release any revisions to the forward-looking statements contained in this release to reflect events or circumstances after the date of this release.