Commerzbank Annual General Meeting approves all agenda items

• Shareholders approve dividend of 65 cents per share and authorisation for further share buybacks
• Actions of Board of Managing Directors and Supervisory Board ratified – Sabine Lautenschläger-Peiter and Michael Gorriz elected to the Supervisory Board
• Chairman of Supervisory Board Jens Weidmann: “A strong Commerzbank is more important than ever before. We are experiencing a period of pronounced geopolitical tensions and trade policy disruptions. Additionally, the new federal government in Germany must manage the structural transformation.”
• CEO Bettina Orlopp: “We deliver what we promise. This has been the case for years, and that is how it shall continue. We are confident that with our strategy and as a strong player in the banking market, we will create even more value for all our stakeholders.”

Today, the Annual General Meeting of Commerzbank approved the dividend proposal for the 2024 financial year in the amount of 65 cents per share with a majority of 99.89% (item 2). The total dividend payment therefore amounts to €733m. Together with the share buybacks conducted between November 2024 and March 2025, Commerzbank will return a total of €1.73bn to its shareholders for the 2024 financial year. This corresponds to 71% of the net result after the deduction of AT-1 coupon payments. In the coming years, the Bank intends to continuously increase capital return.

Commerzbank continues to rely on a combination of share buybacks and dividend payments. The authorisations for the Bank to acquire and use its own shares (items 10 and 11) were approved by the Annual General Meeting with a majority of 96.43% and of 96.52%, respectively. This once again provides Commerzbank with 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.

Newly elected to the Supervisory Board of Commerzbank at the Annual General Meeting were Sabine Lautenschläger-Peiter (former member of the Executive Board of the European Central Bank) and Michael Gorriz (former Global Chief Information Officer of Standard Chartered Bank) with a majority of 99.57% and of 99.83% (item 9). They succeed the previous Supervisory Board members Jutta A. Dönges and Gertrude Tumpel-Gugerell, who resigned from their Supervisory Board mandates effective after the conclusion of the Annual General Meeting on 15 May 2025.

Jens Weidmann, Chairman of the Supervisory Board of Commerzbank, made a point of emphasising the Bank‘s important role and stated: “A strong Commerzbank is more important than ever before. We are experiencing a period of pronounced geopolitical tensions and trade policy disruptions. Additionally, the new federal government in Germany must manage the structural transformation. In its leading position for the German Mittelstand and foreign trade financing, Commerzbank can play a crucial role in driving forward the profound economic transformation. Moreover, as a significant financier of the German security and defence industry and as a constant driver of innovations, the Bank takes on responsibility. I am very pleased that Commerzbank, with its upgraded strategy, is setting ambitious but still realistic targets to leverage its strong starting position for accelerated growth.”

Bettina Orlopp, CEO of Commerzbank, highlighted the great potential of Commerzbank: “We not only have more ambitious goals, but also a clear plan on how we want to achieve these goals. And we are firmly determined to implement this plan. Especially in times such as these, a high value is placed on reliability, and we deliver what we promise. This has been the case for years, and this is how it shall continue. We are confident that with our strategy and as a strong player in the banking market, we will create even more value for all our stakeholders.” This is also reflected in the Bank’s plans for capital returns: “Our financial strength and very solid capital resources enable us to invest significantly in the expansion of our business while continuously increasing the capital return,” Orlopp explained.

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

Ratification of the Board of Managing Directors and the Supervisory Board (items 3 and 4)
The actions of the members of the Board of Managing Directors were ratified by the Annual General Meeting with a majority between 99.48% and 99.59%. The actions of the members of the Supervisory Board were ratified with a majority between 99.56% and 99.58%.

Remuneration of the Members of the Board of Managing Directors and Supervisory Board (items 6 to 8)
The Annual General Meeting approved the remuneration report for the 2024 financial year with a majority of 86.09%. The new system for the remuneration of the members of the Board of Managing Directors, which will come into effect on 1 January 2026, was approved by the Annual General Meeting with 95.08%. The adjustment of the system for the remuneration of the Members of the Supervisory Board and the necessary amendment to the articles of association were approved by the Annual General Meeting with a majority of 97.86%. The changes will also come into effect on 1 January 2026.

Further information on this year’s Annual General Meeting can be found on our website. Photos of the event are also available online.

Press contact
Svea Junge  +49 69 9353-45691
Kathrin Jones  +49 69 9353-45687

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 for the German Mittelstand and a strong partner for around 24,000 corporate client groups. Commerzbank transacts approximately 30% of Germany’s foreign trade financing. 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 €400 bn 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 personally in its around 400 branches. 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 approximately 5.8 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.