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and of the German Commercial Code Commerzbank

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					                                                                             Base Prospectus
                                                                                29 May, 2007




             COMMERZBANK AKTIENGESELLSCHAFT
                  Frankfurt am Main, Federal Republic of Germany




                          Notes/Certificates Programme
                                     Sweden




This Base Prospectus containing the Commerzbank Aktiengesellschaft Notes/Certificates
Programme (the "Programme") was prepared in accordance with § 6 of the German
Securities Prospectus Act (Wertpapierprospektgesetz), such Act implementing Directive
2003/71/EC of the European Parliament and of the Council of 4 November, 2003. The
specific issue of notes (the "Notes") and certificates (the "Certificates") (both also the
"Securities") issued on the basis of the Base Prospectus can be defined only in connection
with the final terms of this Base Prospectus (the "Final Terms"). For each issue of Securities
on the basis of the Base Prospectus, the Final Terms will be published in a separate
document. The complete information on a specific issue will always result from the Base
Prospectus (including any supplements thereto) in combination with the relevant Final
Terms.
                              TABLE OF CONTENTS

SUMMARY                                                           4

  SUMMARY OF RISK FACTORS                                         4
  SUMMARY REGARDING THE SECURITIES                                7
  SUMMARY REGARDING COMMERZBANK AKTIENGESELLSCHAFT                9

RISK FACTORS                                                     10

  RISK FACTORS RELATING TO THE SECURITIES                        10
  RISK FACTORS RELATING TO COMMERZBANK AKTIENGESELLSCHAFT        17

GENERAL INFORMATION                                              22

  RESPONSIBILITY                                                 22
  AVAILABILITY OF DOCUMENTS                                      22
  INFORMATION RELATING TO THE SECURITIES                         23
  POST-ISSUANCE INFORMATION                                      24

TERMS AND CONDITIONS SET 1 (FIXED RATE NOTES)                    25

TERMS AND CONDITIONS SET 2 (NOTES OTHER THAN FIXED RATE NOTES)   42

TERMS AND CONDITIONS SET 3 (CERTIFICATES)                        58

FORM OF FINAL TERMS (FIXED RATE NOTES)                           68

FORM OF FINAL TERMS (NOTES OTHER THAN FIXED RATE NOTES)          73

FORM OF FINAL TERMS (CERTIFICATES)                               78

TAXATION                                                         82

OFFERING AND SELLING RESTRICTIONS                                86

  SELLING RESTRICTIONS WITHIN THE EUROPEAN ECONOMIC AREA         86
  SELLING RESTRICTIONS OUTSIDE OF THE EUROPEAN ECONOMIC AREA     86
  U.S. SELLING RESTRICTIONS                                      87

DESCRIPTION OF THE ISSUER                                        88

  HISTORY AND DEVELOPMENT                                        88
  PRINCIPAL ACTIVITIES                                           88
  PRINCIPAL MARKETS                                              90
  ORGANISATIONAL STRUCTURE                                       91
  ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES              93
  BOARD OF MANAGING DIRECTORS                                    93


                                       -2-
SUPERVISORY BOARD                                 93
HISTORICAL FINANCIAL INFORMATION                  94
AUDITORS                                          94
INTERIM FINANCIAL INFORMATION/TREND INFORMATION   94
LEGAL AND ARBITRATION PROCEEDINGS                 95
DOCUMENTS INCORPORATED BY REFERENCE               96


FINANCIAL STATEMENTS AND MANAGEMENT REPORT 2006

   OF COMMERZBANK AKTIENGESELLSCHAFT               97

HOLDINGS IN AFFILIATED AND OTHER COMPANIES        160

INTERIM REPORT AS OF March 31, 2007               180




                                    -3-
                                         SUMMARY

This summary provides an overview of what are, in the opinion of the Issuer, the main
characteristics and risks associated with the Issuer and the Notes and Certificates (together
the "Securities") that can be issued under the Base Prospectus. It is, however, not
exhaustive. The summary should be read as an introduction to the Base Prospectus. Any
decision to invest in the Securities should be based on consideration of the Base Prospectus
as a whole (including any supplements thereto) and the relevant Final Terms by the investor.
Commerzbank Aktiengesellschaft (the "Issuer", the "Bank" or "Commerzbank", together
with its consolidated subsidiaries "Commerzbank Group" or the "Group") may have civil
liability in respect of this summary including any translation thereof only if it is misleading,
inaccurate or inconsistent when read together with the other parts of the Base Prospectus
and the relevant Final Terms.
Where a claim relating to information contained in the Base Prospectus and the relevant
Final Terms is brought before a court in a member state of the European Economic Area, the
plaintiff investor may, under the national legislation of such state where the claim is brought,
be required to bear the costs of translating the Base Prospectus (including any supplements
thereto) and the relevant Final Terms before the legal proceedings are initiated.

SUMMARY OF RISK FACTORS

The purchase of Securities issued under the Programme is associated with certain risks. In
respect of Securities which require in view of their specific structure a special description of
risk factors, risk factors in addition to those set forth below will be described in the Final
Terms relating to such Securities.
No person should purchase the Securities unless that person understands the mechanics of
the Securities and the extent of that person's exposure to potential loss. Each prospective
purchaser of Securities should consider carefully whether the Securities are suitable for it in
the light of such purchaser's circumstances and financial position. In this context, investors
should take into consideration the risks of an investment in the Securities (risks relating to
the Issuer as well as risks relating to the type of the Securities and/or the underlying(s), if
any) as well as the other information contained in this Base Prospectus, any supplements
and in the applicable Final Terms.
Prospective purchasers of Securities should consult their own legal, tax, accountancy,
financial and other professional advisers to assist them in determining the suitability of the
Securities for them as an investment.
The occurrence of one or more of these risk factors may lead to a material and
sustained loss and, depending on the structure of the respective Security, even result
in the total loss of the capital invested by the investor.

Risk Factors relating to Commerzbank Aktiengesellschaft

The Issuer is subject to various market- and sector-specific as well as company-specific
risks, which - if they materialised - could have a considerable impact on the Issuer's net
assets, financial position and earnings performance, and consequently on the Issuer's ability
to meet its commitments arising from the Securities. Such risks include:
•   Economic setting
•   Intensive competition
•   Credit risk
•   Market risk
•   Liquidity risk

                                              -4-
•   Lowering of the Commerzbank Group's ratings
•   Operational risk
•   Strategic risk
•   Risk from equity holdings in other companies
•   Regulatory risk
For more information on each of these risks see "Risk Factors relating to Commerzbank
Aktiengesellschaft" on page 17 et seq.

Risk Factors relating to the Securities

The Securities can be volatile instruments and involve the risk of becoming worthless. It is
possible that the Securities are not a principal protected investment. Securities are subject to
a number of risks, including (i) sudden and large falls in value, (ii) changes in the price or
market value or level of the underlying(s) and/or changes in the circumstances of the issuers
of the underlying(s) or of the issuers of securities comprised in any underlying(s) which is a
basket or index, (iii) changes in the rates of exchange of any of the currencies in which the
underlying(s) is/are denominated or payments under the Securities will be made, and (iv) a
complete or partial loss of the invested capital (including any incidental costs).

General Risks

The issue price of the Securities may be higher than their market value due to commissions
and/or other fees relating to the issue and sale of the Securities as well as amounts relating
to the hedging of the Issuer's obligations under such Securities, and the price, if any, at
which a person is willing to purchase such Securities at an active trading market may be
lower than the issue price of such Securities.
Business transactions entered into by the Issuer or any of its subsidiaries and affiliates may
lead to conflicts of interest, which may affect the value of the Securities.
Hedging activities or other operations entered into by the Issuer or any of its subsidiaries and
affiliates may have a materially adverse effect on the value of the Securities.
The market for the Securities is influenced by the economic conditions, interest rates,
exchange rates and inflation rates in Europe and other industrialized countries and there can
be no assurance that certain events in Europe or elsewhere will not cause market volatility or
that such market volatility will not have a material adverse effect on the value of the
Securities.
The price of the Securities as quoted by a market maker, if any, is not determined by the
principle of supply and demand and does not necessarily correspond to the theoretical value
of the Securities.
There can be no assurance that a market making for the Securities will exist. Even if a
market maker regularly quoted buying and selling prices for the Securities of any issue, the
Issuer assumes no legal obligation regarding the level or quotation of such prices.
Accordingly, investors should not rely on being able sell the Securities during their term at a
certain point in time or price.
If the purchase of Securities is financed through loans and there is a failure in payments of
the Issuer regarding the Securities or the price decreases considerably, the investor does not
only have to accept the loss incurred but also has to pay interest on and redeem the loan.
Investors should never assume that they will be able to repay the loan out of transaction
profits.
In case of insolvency of Commerzbank as the Issuer, the holders of Securities may lose part
or all of their invested capital. The Securities are neither secured by the Deposit Protection
Fund of the Association of German Banks (Einlagensicherungsfonds des Bundesverbandes


                                              -5-
deutscher Banken e.V.) nor by the German Deposit Guarantee and Investor Compensation
Act (Einlagensicherungsfonds- und Anlegerentschädigungsgesetz)

Risks relating to special types of Securities

Certain factors which are material for the purpose of assessing the risks associated with an
investment in Securities issued under this Base Prospectus will vary depending on the type
of Securities issued, e.g. whether it is a Note or a Certificate and what kind of Note or
Certificate it is.
A key difference between Floating Rate Notes, Interest Structured Notes and Fixed Rate
Notes is that interest income on Floating Rate Notes and Interest Structured Notes cannot be
anticipated. Due to varying income, potential investors are not able to determine a definite
yield of Floating Rate Notes and Interest Structured Notes at the time of purchase, so that
their return on investment cannot be compared with that investment having fixed interest
rates.
Unlike the price of ordinary Floating Rate Notes, the price of Reverse Floating Rate Notes is
highly dependent on the yield of Fixed Rate Notes having the same maturity. Price
fluctuations of Reverse Floating Rate Notes are parallel to but substantially sharper than
those of Fixed Rate Notes having a similar maturity.
Changes in market interest rates have a substantially stronger impact on the prices of Zero
Coupon Notes than on the prices of ordinary Notes because the issue prices are
substantially below par. Due to their leverage effect, Zero Coupon Notes are a type of
investment associated with a particularly high price risk.
The market value of Securities issued at a substantial discount or premium tend to fluctuate
more in relation to general changes in interest rates than do prices for conventional interest
bearing Securities.
The potential early redemption of Securities may lead to negative deviations from the
expected yield and the redemption amount of the Securities may be lower than the purchase
price paid by the holder of such Security or zero and thus the invested capital may be
partially or completely lost.
If the Securities do not have a determined maturity but are open-ended, their term depends
on an optional redemption elected by the holder of a Securities or the Issuer, as the case
may be, if provided for.
A holder of Securities denominated or with an underlying denominated in a foreign currency
or where the pay-out occurs in a foreign currency and a holder of Dual Currency Notes is
exposed to the risk of changes in currency exchange rates which may adversely affect the
yield of such Securities.
An investment in Structured Notes or in Certificates entails the additional significant risks that
are not associated with similar investments in a conventional fixed or floating rate debt
security.
If the Structured Notes or Certificates provide that payments depend on an underlying, the
relevant underlying and thus the payment value may be subject to significant changes,
whether due to fluctuations in the value of the underlying or, in the event of a basket or index,
the composition of the index or basket.
If the Structured Notes or Certificates provide that the interest rate is linked to one or more
underlying(s) it may result in an interest rate that is less than that payable on a conventional
fixed rate debt security issued at the same time, including the possibility that no interest will
be paid and if the principal amount is linked to such underlying(s), the principal amount
payable may be less than the original purchase price of such Security including the
possibility of no repayment at all.
The holder of a Structured Note or of a Certificate can lose all or a substantial portion of the
principal amount of such Note/Certificate (whether payable at maturity or upon early

                                                -6-
redemption), and in addition, if the principal amount is lost, interest may cease to be payable
on the Structured Note/Certificate.
The risks of investing in Structured Notes and Certificates encompass both risks relating to
the underlying(s) and risks that are unique to the Notes/Certificates as such.
The underlying to which the Securities are linked may cease to exist or may be substituted
by another underlying.
Furthermore, the value of Structured Notes or Certificates on the secondary market is subject
to greater levels of risk than is the value of other Notes as it is dependent on one or several
underlyings. The performance of any underlying is subject to a series of factors, including
economic, financial and political events beyond the control of the Issuer. The secondary
market, if any, for Structured Notes or Certificates will be affected by a number of factors,
irrespective of the creditworthiness of the Issuer and the value of the respective
underlying(s), including the volatility of the respective underlying(s), the time remaining to the
maturity of such Notes/Certificates, the amount outstanding of such Notes/Certificates and
market interest rates.
In the case of physically settled Securities, the investor assumes the risk that the value of the
delivered object may be substantially lower at the time of delivery of the object than at the
time of purchase of the Securities (or the amount paid for the purchase of the Securities), or
than at the time at which it is decided whether physical or cash settlement shall occur, or at
the valuation date, if any.
The value of respective underlying(s) depends on a number of interrelated factors, including
economic, financial and political events beyond the Issuer’s control. Additionally, if the
formula(e) used to determine the amount of principal, premium and/or interest payable or the
delivery obligations with respect to Structured Notes or Certificates, as the case may be,
contains a multiplier or leverage factor, the effect of any change in the respective
underlying(s) will be increased. The historical experience of the respective underlying(s)
should not be taken as an indication of future performance of such underlying(s) during the
term of any Structured Note or Certificate. Additionally, there may be regulatory and other
ramifications associated with the ownership by certain investors of certain Structured Notes
or Certificates.
The Final Terms may provide that payments under the Securities are dependent on the
performance of an index which is a price index. Contrary to performance indices - dividends
paid out do not cause an increase in the level of a price index. Investors thus do not
participate in any dividends or other distributions on the shares contained in the price index.
The Final Terms may provide that payments under the Securities are dependent on the
performance of shares. Contrary to a direct investment in the shares, investors receive
neither dividends nor any other distributions.
Further risks relating to the underlying and/or the type of the Securities may be described in
the relevant Final Terms.
These risk warnings do not substitute advice by the investor's bank or by the investor's legal,
business or tax advisers, which should in any event be obtained by the investor in order to be
able to assess the consequences of an investment in the Securities. Investment decisions
should not be made solely on the basis of the risk warnings set out in this Base Prospectus
and the relevant Final Terms since such information cannot serve as a substitute for
individual advice and information which is tailored to the requirements, objectives,
experience, knowledge and circumstances of the investor concerned.

SUMMARY REGARDING THE SECURITIES

The possible types of Securities which may be issued under the Base Prospectus (and as
specified in the relevant Final Terms) are:
1.     Fixed Rate, Step-Up and Step-Down Notes where

                                               -7-
       (a)      the redemption amount either
       (i)      is at par, or
       (ii)     is at a specified rate above or below par, or
       (iii)   is to be determined by reference to an exchange rate, an index, a bond, a
       share, any other security, a future, a fund, a straddle, a commodity, swap rate(s),
       interest rate(s), any other underlying, a basket or index consisting of any of the
       beforementioned and/or formula(e) (Redemption Structured Notes), or
       (iv)   may partially or in whole be in securities of a company other than of the Issuer
       instead of a cash payment (Reverse Convertible Notes), and
       (b)     where the interest is at a fixed rate for one or several interest periods
       (including step-up or step-down interest rates), or
2.     Notes with a principal amount where
       (a)     the redemption amount either is
       (i)     at par, or
       (ii)    at a specified rate above or below par, or
       (iii)   to be determined by reference to an exchange rate, an index, a bond, a share,
       any other security, a future, a fund, a straddle, a commodity, swap rate(s), interest
       rate(s), any other underlying, a basket or index consisting of any of the
       beforementioned and/or formula(e) (Redemption Structured Notes), and

       (b)     where the interest is as follows:

       (i)      interest rate is floating (Floating Rate Notes), or
       (ii)    interest rate or interest amount is to be determined by reference to an
       exchange rate, an index, a bond, a share, any other security, a future, a fund, a
       straddle, a commodity, swap rate(s), interest rate(s), any other underlying, a basket
       or index consisting of any of the beforementioned and/or formula(e) for some or all
       interest periods, provided that interest periods for which the interest rate or interest
       amount is not determined in such a way may be or may have a floating or fixed rate
       (Interest Structured Notes), or
       (iii)    there is no interest, or
3.     Certificates where the redemption amount or additional payments are to be
       determined by reference to an exchange rate, an index, a bond, a share, any other
       security, a future, a fund, a straddle, a commodity, swap rate(s), interest rate(s), any
       other underlying, a basket or index consisting of any of the beforementioned and/or
       formula(e).
The applicable Final Terms will indicate either that the Securities cannot be redeemed prior
to their stated maturity (except for events specified in the Terms and Conditions) or that the
Securities will be redeemable at the option of the Issuer and/or the holders of the Securities
upon giving notice within the notice period (if any), as the case may be, or that the Securities
will be redeemed by way of automatic early redemption (dependent on the occurrence of a
specified event).
The Securities will be issued in dematerialised form and will only be evidenced by book
entries in the system of the Swedish Central Securities Depositary VPC AB for registration of
securities and settlement of securities transactions in accordance with the Swedish Financial
Instruments Accounts Act (1998:1479). There will be neither global bearer securities nor
definitive securities.
All relevant information relating to a particular issue of Securities such as type and conditions
of the Security, issue price, issue date, redemption or interest or other payment calculations
or specifications, underlying(s) (if any), market disruption, settlement disruption, adjustments,


                                                   -8-
agents, taxation, specific risk factors, offering, clearing system, ISIN or other national security
code(s), listing and any further information are set forth in the relevant Final Terms.

SUMMARY REGARDING COMMERZBANK AKTIENGESELLSCHAFT

Commerzbank Aktiengesellschaft is a stock corporation under German law. The Bank’s
registered office is located in Frankfurt am Main and its head office is at Kaiserplatz, 60261
Frankfurt am Main, Federal Republic of Germany (telephone: +49 (0)69 136-20). The Bank is
registered in the commercial register of the lower regional court (Amtsgericht) of Frankfurt am
Main under the number HRB 32 000.
Commerzbank is a major German private-sector bank. Its products and services for retail and
corporate customers extend to all aspects of banking. The Bank is also active in specialised
fields − partly covered by its subsidiaries − such as mortgage banking and real-estate
business, leasing and asset management. Its services are concentrated on managing
customers’ accounts and handling payments transactions, loan, savings and investments
plans, and also on securities transactions. Additional financial services are offered within the
framework of the Bank’s bancassurance strategy of cooperating with leading companies in
finance-related sectors, including home loan savings schemes and insurance products. The
Commerzbank Group's operating activities are bundled into three divisions: Retail Banking
and Asset Management, Corporate and Investment Banking and Commercial Real Estate,
Public Finance and Treasury.
Commerzbank's business activities are mainly concentrated on the German market. In
corporate business, Western, Central and Eastern Europe and also the USA are considered
core markets.
Additional information regarding the Issuer is available in the section "Description of the
Issuer" on page 88 et seq.




                                               -9-
                                         RISK FACTORS

The purchase of Notes and Certificates (together the "Securities") issued under the
Programme is associated with certain risks. In respect of Securities which require in view of
their specific structure a special description of risk factors, risk factors in addition to those set
forth below will be described in the Final Terms relating to such Securities. The information
set forth hereinafter and in the Final Terms merely contains the major risks connected with
an investment in the Securities.
No person should purchase the Securities unless that person understands the mechanics of
the Securities and the extent of that person's exposure to potential loss. Each prospective
purchaser of Securities should consider carefully whether the Securities are suitable for it in
the light of such purchaser's circumstances and financial position. In this context, investors
should take into consideration the risks of an investment in the Securities (risks relating to
the Issuer as well as risks relating to the type of the Securities and/or the underlying(s), if
any) as well as the other information contained in this Base Prospectus, any supplements
and in the relevant Final Terms.
Prospective purchasers of Securities should consult their own legal, tax, accountancy,
financial and other professional advisers to assist them in determining the suitability of the
Securities for them as an investment.
The risk factors disclosed in the Base Prospectus and the relevant Final Terms may have a
negative effect on the performance of the Securities and result in a significant decrease in
the value of the Securities, in some cases even in a total loss. It is possible that the
performance of the Securities is affected by several risk factors at the same time, but the
Issuer is unable to make any binding predictions on such combined effects.
The order of the risk factors described herein does not imply any statement about the
likelihood of occurrence of each risk factor or the influence of such risk factor on the value of
the Securities.
Moreover, additional risks that are not known at the date of preparation of the Base
Prospectus and the relevant Final Terms or currently believed to be immaterial could likewise
have an adverse effect on the value of the Securities.
The occurrence of one or more of these risk factors may lead to a material and sustained
loss and, depending on the risk factor, even result in the total loss of the capital invested by
the investor.

RISK FACTORS RELATING TO THE SECURITIES

The Securities can be volatile instruments and involve the risk of becoming worthless. It is
possible that the Securities are not a principal protected investment. Securities are subject to
a number of risks, including (i) sudden and large falls in value, (ii) changes in the price or
market value or level of the underlying(s) and/or changes in the circumstances of the issuers
of the underlying(s) or of the issuers of securities comprised in any underlying(s) which is a
basket or index, (iii) changes in the rates of exchange of any of the currencies in which the
underlying(s) is/are denominated or payments under the Securities will be made, and (iv) a
complete or partial loss of the invested capital (including any incidental costs).

General Risks

Market value and impact of incidental costs

The issue price in respect of any Securities may be higher than the market value of such
Securities, and the price, if any, at which any person is willing to purchase such Securities in
secondary market transactions may be lower than the issue price in respect of such

                                               - 10 -
Securities. In particular, the issue price may include (irrespective of any agio which may be
payable) commissions and/or other fees relating to the issue and sale of the Securities as
well as amounts relating to the hedging of the Issuer's obligations under such Securities, and
secondary market prices are to some degree likely to exclude such amounts. In addition,
pricing models of relevant market participants may differ or produce a different result.

Conflicts of interest

The Issuer provides a full range of capital market products and advisory services worldwide
including the issuance of Securities where payments and/or delivery obligations are linked to
the performance of one or several underlyings. The Issuer and any of its subsidiaries and
affiliates, in connection with their other business activities, may possess or acquire material
information about the underlying(s). Such activities and information may cause adverse
consequences to the holders of the Securities, i.e. may affect the value of the Securities.
Such actions and conflicts may include, without limitation, the exercise of voting rights, the
purchase and sale of securities, financial advisory relationships and exercise of creditor
rights. The Issuer and any of its subsidiaries and affiliates have no obligation to disclose such
information about the underlying assets or the companies to which they relate. The Issuer
and any of its subsidiaries and affiliates and their officers and directors may engage in any
such activities without regard to the potential adverse effect that such activities may directly
or indirectly have on any Securities.

Hedging risks

The Issuer and any of its subsidiaries and affiliates may deal, in the due course of their
business, in any relevant underlying both for their own account and on behalf of third
persons. Moreover, the Issuer and any of its subsidiaries and affiliates may hedge
themselves against the financial risks which are linked with the Securities by undertaking
hedging activities in the relevant underlying. Such activities, especially the hedging activities
relating to the Securities, may influence the market price of the underlying(s) to which the
Securities relate, in particular at the time when the Securities expire. It cannot be excluded
that entering into and releasing such hedging positions may have a negative influence on the
value of the Securities or payments to which the holder of the Securities is entitled.

Interest rate, exchange rate and inflation rate risks

The market for the Securities is influenced by the economic and market conditions, interest
rates, exchange rates and inflation rates in Europe and other industrialised countries and
areas. There can be no assurance that events in Europe or elsewhere will not cause market
volatility or that such volatility will not adversely affect the value of Securities or that
economic and market conditions will not have any other adverse effect.

Determination of the Securities Price

The price of the Securities as quoted by a market maker, if any, is not determined by the
principle of supply and demand and does not necessarily correspond to the theoretical value
of the Securities. The level of such deviation of the buying and selling prices quoted by a
market maker from the theoretical value of the Securities will fluctuate during the term of the
Securities. In particular at the beginning of the term of the Securities, such deviation may
result in that the Securities acquired at the issue price may, under the assumption that the
usual price-influencing factors remain constant, only be resold at a significantly lower price.
In addition, such deviation from the theoretical value of the Securities may result in a
significant (upside or downside) deviation of the buying and selling prices, if any, quoted by
other securities dealers for the Securities from the buying and selling prices quoted by the
market maker.




                                              - 11 -
Trading in the Securities

There can be no assurance that a market making for the Securities will exist. Whether one
exists under normal market conditions will be set forth in the Final Terms. Even if a market
maker regularly quoted buying and selling prices for the Securities of any issue, the Issuer
assumes no legal obligation regarding the level or quotation of such prices. Accordingly,
investors should not rely on being able sell the Securities during their term at a certain point
in time or price.

Offer volume

The offer volume specified in the relevant Final Terms corresponds to the maximum total
amount of Securities offered but is no indication of which volume of Securities will be actually
issued. The actual volume depends on the market conditions and may change during the
term of the Securities. Therefore, investors should note that the specified offer volume does
not allow to draw any conclusions as to the liquidity of the Securities in the secondary
market.

Use of loans

If the investor finances the purchase of the Securities through a loan, he/she will be subject –
in the event that he/she loses some or all of the invested capital – not only to the loss
incurred but will also have to pay the interest and repay the principal on the loan. In such
case the exposure to loss increases considerably. Investors should never assume that they
will be able to repay the loan including interest out of the payments on the Securities or – in
case of a sale of the Securities before maturity – out of the proceeds from such sale. The
purchaser of Securities rather has to consider in advance on the basis of his/her financial
situation whether he/she will still be able to pay the interest or repay the principal on the loan
at short notice if the expected profits turn into losses.

Securities are unsecured obligations

The obligations under the Securities constitute direct, unconditional and unsecured
obligations of the Issuer and rank at least pari passu with all other unsecured and
unsubordinated obligations of the Issuer (save for such exceptions as may exist from time to
time under applicable law).

Issuer's solvency

The holders of the Securities assume the credit risk of Commerzbank Aktiengesellschaft as
Issuer of the Securities. In case of insolvency of the Issuer, the holders of the Securities may
lose part or all of their claims to repayment of their invested capital.
The Securities are neither secured by the Deposit Protection Fund of the Association of
German Banks (Einlagensicherungsfonds des Bundesverbands deutscher Banken e.V.) nor
by the German Deposit Guarantee and Investor Compensation Act (Einlagensicherungs- und
Anlegerentschädigungsgesetz).

Impact of a downgrading of the credit rating

The value of the Securities is expected to be affected, in part, by investors’ general appraisal
of the Issuer’s creditworthiness. Such perceptions are generally influenced by the ratings
given to the Issuer’s outstanding securities by standard statistical rating agencies, such as
Moody's Investors Services Inc., Fitch Ratings Ltd, a subsidiary of Fimalac, S.A., and
Standard & Poor's Ratings Services, a division of The McGraw Hill Companies, Inc. Any
downgrading of the Issuer’s rating (if any) by even one of these rating agencies could result
in a reduction in the value of the Securities.




                                               - 12 -
Reinvestment risk

After redemption of the Securities (e.g. after early redemption) the investor may only be able
to reinvest the redemption proceeds at significant adverse conditions.

Risks relating to special types of Securities

There are certain factors which are material for the purpose of assessing the risks associated
with an investment in Securities issued under this Base Prospectus. Such factors will vary
depending on the type of Securities issued, e.g. whether it is a Note or a Certificate, and
what kind of Note or Certificate it is, e.g. a Fixed Rate Note, a Step-Up or a Step-Down Note,
a Reverse Convertible Note, a Floating Rate Note, a Security with a redemption amount at a
specified rate, a Security where the interest and/or redemption amount or other payments
are linked to the value of an exchange rate, an index, a bond, a share, any other security, a
future, a fund, a straddle, a commodity, swap rate(s), interest rate(s), or any other underlying,
a basket or an index consisting of any of the before-mentioned and/or a formula(e).

Floating Rate Notes

A key difference between Floating Rate Notes, Interest Structured Notes and Fixed Rate
Notes is that interest income on Floating Rate Notes and Interest Structured Notes cannot be
anticipated. Due to varying interest income, investors are not able to determine a definite
yield of Floating Rate Notes and Interest Structured Notes at the time of purchase, so that
their return on investment cannot be compared with that of investments having fixed interest
rates.

Reverse Floating Rate Notes

The interest income of Reverse Floating Rate Notes is calculated in reverse proportion to the
reference rate: if the reference rate increases, interest income decreases whereas it
increases if the reference rate decreases. Unlike the price of ordinary Floating Rate Notes,
the price of Reverse Floating Rate Notes is highly dependent on the yield of Fixed Rate
Notes having the same maturity. Price fluctuations of Reverse Floating Rate Notes are
parallel but are substantially sharper than those of Fixed Rate Notes having a similar
maturity. Investors are exposed to the risk that long-term market interest rates will increase
even if short-term interest rates decrease. In this case, increasing interest income cannot
adequately offset the decrease in the reverse floater’s price because such decrease is
disproportionate.

Zero Coupon Notes

Changes in market interest rates have a substantially stronger impact on the prices of Zero
Coupon Notes than on the prices of ordinary Notes because the discounted issue prices are
substantially below par. If market interest rates increase, Zero Coupon Notes can suffer
higher price losses than other Notes having the same maturity and a comparable credit
rating. Due to their leverage effect, Zero Coupon Notes are a type of investment associated
with a particularly high price risk.

Notes issued at a substantial discount or premium

The market values of Notes issued at a substantial discount or premium from their principal
amount tend to fluctuate more in relation to general changes in interest rates than do prices
for conventional interest-bearing securities. Generally, the longer the remaining term of the
Notes, the greater the price volatility as compared to conventional interest-bearing Notes with
comparable maturities.




                                             - 13 -
Securities containing early redemption rights

The Final Terms for a particular issue of Securities may provide for a right of termination of
the Issuer or the holders of the Securities or an automatic early redemption, as the case may
be. An optional redemption feature of Securities is likely to limit their market value. During
any period when the Issuer may elect to redeem Securities, the market value of those
Securities generally will not rise substantially above the price at which they can be
redeemed. This also may be true prior to any redemption period. The redemption amount
may be lower than the purchase price paid by the holder of such Security or zero and thus
the invested capital may be partially or completely lost.
Moreover, regarding Securities with fixed interest, the risk that the Issuer will exercise its
right of early redemption for the holders of Securities increases if the market interest rates
decrease. As a consequence, the yields received upon redemption may be lower than
expected, and the early redemption amount of the Securities may be lower than the
purchase price for the Securities paid by the holders of Securities. As a consequence, part of
the capital invested by the holders of Securities may be lost, so that the holders of Securities
in such case would not receive the total amount of the capital invested. Furthermore, there is
the possibility that holders of Securities may invest the amounts received upon early
redemption only at a rate of return which is lower than that of the Securities redeemed.

Open End Securities

Open End Securities do not have a determined maturity. Therefore, the term of the Securities
depends on an optional redemption elected by the holder of a Securities or the Issuer, as the
case may be, if provided for.

Foreign Currency Securities and Dual Currency Notes

A holder of Securities denominated or with an underlying denominated in a foreign currency
or where the pay-out occurs in a foreign currency and a holder of Dual Currency Notes is
exposed to the risk of changes in exchange rates which may affect the yield of such
Securities. Changes in exchange rates result from various factors such as macro-economic
factors, speculative transactions and interventions by central banks and governments.
A change in the value of any currency other than euro against the euro, for example, will
result in a corresponding change in the euro value of Securities denominated in a currency
other than euro and a corresponding change in the euro value of payments made in a
currency other than in euro in accordance with the terms and conditions of such Security. If
the underlying exchange rate falls and the value of the euro correspondingly rises, the price
of the Securities and the value of payments made thereunder expressed in euro falls.

Structured Notes and Certificates

Investments in Structured Notes and Certificates entail additional significant risks.

An investment in Structured Notes or in Certificates entails additional significant risks that are
not associated with similar investments in a conventional fixed or floating rate debt security.
These risks include, among other things, the possibility that:
if the Final Terms for a particular issue of Securities provide that payments depend on an
underlying, the relevant underlying and thus the payment value may be subject to significant
changes, whether due to fluctuations in value of underlying or, in the event of a basket or
index, the composition of the index or basket;
if the Final Terms for a particular issue of Securities provide that the interest rate is linked to
one or more underlying(s) it may result in an interest rate that is less than that payable on a
conventional fixed rate debt security issued at the same time, including the possibility that no
interest will be paid and if the principal amount is linked to such underlying(s), the principal


                                              - 14 -
amount payable may be less than the original purchase price of such Security including the
possibility of no repayment at all;
if provided in the Final Terms for a particular issue of Securities the repayment of the
Security can occur at times other than that expected by the investor;
the holder of a Structured Note or of a Certificate can lose all or a substantial portion of the
principal amount of such Note/Certificate (whether payable at maturity or upon early
redemption), and, if the principal amount is lost, interest may cease to be payable on the
structured Note/Certificate;
the risks of investing in Structured Notes and Certificates encompass both risks relating to
the underlying(s) and risks that are unique to the Notes/Certificates as such;
it may not be possible for investors to hedge their exposure to the various risks relating to
Structured Notes or Certificates;
the underlying to which the Structured Notes/Certificates are linked may cease to exist or
may be substituted by another underlying; and
the value of Structured Notes or Certificates on the secondary market is subject to greater
levels of risk than is the value of other securities as it is dependent on one or several
underlyings. The performance of any underlying is subject to a series of factors, including
economic, financial and political events beyond the control of the Issuer. The secondary
market, if any, for Structured Notes or Certificates will be affected by a number of factors,
irrespective of the creditworthiness of the Issuer and the value of the respective
underlying(s), including the volatility of the respective underlying(s), the time remaining to the
maturity of such Notes/Certificates, the amount outstanding of such Notes/Certificates and
market interest rates.

Risk relating to physical settlement

The Final Terms may provide that, depending on the performance of the underlying(s) or
another condition, the Securities may be redeemed by the delivery of the underlying, any of
the underlyings or other securities (the "Object of Physical Settlement"). The quantity of the
units to be delivered will be determined in accordance with the terms and conditions of the
Securities. Accordingly, the investor will receive upon redemption of the Securities by
physical settlement no amount of money (or cash settlement only in part) but the
Object of Physical Settlement.
Therefore, investors should inform themselves before the purchase of the Securities on the
Objects of Physical Settlement, if any, and not expect to be able to sell the Objects of
Physical Settlement at a certain price. The value of the Object of Physical Settlement may be
substantially lower at the time of delivery of the Object of Physical Settlement than at the
time of purchase of the Securities (or the amount paid for the purchase of the Securities), or
than at the time at which it is decided whether physical or cash settlement shall occur, or at
the valuation date, if any. In the case of physical settlement the investor assumes the specific
risks in connection with the Objects of Physical Settlement. Under certain circumstances, the
delivered Objects of Physical Settlement may even be worthless. Also in the case of physical
settlement, the investor is subject to a risk of loss and may even suffer a total loss.

Dependence of payments on the performance of the underlying(s)

The Final Terms for a particular issue of Securities may provide that the value of the
Securities depends on the performance of the underlying(s). As a rule, i.e. without taking into
account the specific characteristics of the Securities, the influence of foreign exchange rates,
if any, and other factors which may be relevant for the formation of the price of the Securities,
the Securities decrease in value when the price of the underlying(s) moves in an adverse
direction for the investor. Except in case of Securities with a reverse structure, an adverse
performance of one or more underlying(s) may cause an investor which has purchased a
Security at the initial sales price and holds such Security continuously until redemption by the

                                              - 15 -
Issuer, to be in the same economic position (disregarding the agio, if any, and any
transaction expenses) as if he/she had made a direct investment in the relevant underlying(s)
(without taking into account dividend payments or other benefits arising from the holding of
the relevant underlying(s), if any). Conversely, in case of Securities with a reverse structure,
an increase in the price of one or more underlying(s) may result in a decrease in value of the
Securities. This may result in losses, including a total loss of the invested capital (including
any transaction expenses).

No interest payments or dividends

The Final Terms for a particular issue of Securities may provide that the Securities neither
vest a right in interest payments nor do they vest a right in dividend payments and thus do
not generate a current income. Possible losses in the value of the Securities can therefore
not be compensated by any other income from the Securities.
Additional risks concerning the type of the Securities may be set forth in the relevant Final
Terms, if appropriate.

Risk Factors relating to the underlying(s)

The value of respective underlying(s) depends on a number of interrelated factors, including
economic, financial and political events beyond the Issuer’s control. Additionally, if the
formula(e) used to determine the amount of principal, premium and/or interest payable or the
delivery obligations with respect to Structured Notes or Certificates, as the case may be,
contains a multiplier or leverage factor, the effect of any change in the respective
underlying(s) will be increased. The historical experience of the respective underlying(s)
should not be taken as an indication of future performance of such underlying(s) during the
term of any Structured Note or Certificate. Additionally, there may be regulatory and other
ramifications associated with the ownership by certain investors of certain Structured Notes
or Certificates.

Price index – dividends are not taken into account

The Final Terms may provide that payments under the Securities are dependent on the
performance of an index which is a price index. Contrary to performance indices - dividends
paid out do not cause an increase in the level of a price index. Investors thus do not
participate in any dividends or other distributions on the shares contained in the price index.

No dividends or other distributions

The Final Terms may provide that payments under the Securities are dependent on the
performance of shares. Contrary to a direct investment in the shares, investors receive
neither dividends nor any other distributions.
Additional risks concerning the underlying(s) may be set forth in the relevant Final Terms, if
appropriate.
These risk warnings do not substitute advice by the investor's bank or by the
investor's legal, business or tax advisers, which should in any event be obtained by
the investor in order to be able to assess the consequences of an investment in the
Securities. Investment decisions should not be made solely on the basis of the risk
warnings set out in this Base Prospectus and the relevant Final Terms since such
information cannot serve as a substitute for individual advice and information which is
tailored to the requirements, objectives, experience, knowledge and circumstances of
the investor concerned.




                                             - 16 -
RISK FACTORS RELATING TO COMMERZBANK AKTIENGESELLSCHAFT

Economic setting

Demand for the products and services offered by the Issuer is mainly dependent upon
economic performance as a whole. In the area of Corporate and Investment Banking, for
example, sluggish economic activity has a direct impact on companies’ demand for credit
and causes lending to decline and average creditworthiness to deteriorate. As there is also a
greater likelihood of companies becoming insolvent and consequently defaulting on their
loans in a shaky economic environment, higher provisioning is necessary. Moreover, a
poorer corporate profit outlook leads to lower evaluations of companies and as a result to
less interest in both mergers and acquisitions and such capital-market transactions as IPOs,
capital increases and takeovers; accordingly, the revenues from advising clients and placing
their shares decline when economic activity is sluggish. Furthermore, proprietary trading and
the trading profit are also dependent upon the capital-market situation and the expectations
of market participants. In the Retail Banking and Asset Management division, lower company
evaluations prompt investors to turn to forms of investment entailing less risk (such as
money-market funds rather than other fund products), the sale of which generate only
weaker commissions.
The Issuer's business activities are primarily focused on European markets, and here for the
most part on the German market. It is therefore dependent to a particularly high degree on
an economic rebound in the European economic and monetary union, and most of all in
Germany. Should the overall economic conditions deteriorate further or should the incentives
and reforms necessary to boost the German and the European economies fail to materialize,
this could have a serious negative impact on the Issuer's net assets, financial position and
earnings performance.

Intensive competition

Germany’s banking sector is characterized by intensive competition. Overcapacity exists in
some cases in business involving private investors. In corporate business, especially in the
field investment banking, German banks compete with a number of foreign institutions, which
have substantially expanded their presence in the German market over the past few years.
The intensive competition makes it not always possible to achieve adequate margins in
individual business areas, or transactions in one area have to offset weak-margin or zero-
margin transactions in others. In addition, due to intensive competition, lending terms and
conditions do not always reflect the credit risk properly.
Commerzbank competes not only with other private-sector banks but also with cooperative
banks and public-law banks (savings banks and Landesbanks). Whereas private-sector
banks have an obligation to their shareholders to increase value and to make a profit, the
public-law institutions base their raison d’être on their public duty to provide broad sections of
the population with banking products and services at a fair price. On account of this
commitment to the public good, the desire to make a profit is not the prime goal of the public-
law institutions. However, due to the elimination of institutional liability and guarantor liability
in July 2005 the competitive advantage of public-law institutions ceases to exist and it is
expected that they will be more and more exposed to fierce competition. Still, in some cases
they do not offer their products and services at market prices or at prices which reflect the
risks involved; private-sector banks could not do this.
Should the Issuer not be able to offer its products and services on competitive terms and
conditions, thereby achieving margins which at least cover the costs and risks related to its
business activities, this could have a serious negative impact on the Issuer's net assets,
financial position and earnings performance.




                                               - 17 -
Credit risk
Commerzbank is exposed to credit risk, i.e. the risk of losses or lost profits as a result of the
default or deterioration in the creditworthiness of counterparties and also the resulting
negative changes in the market value of financial products. Apart from the traditional risk,
credit risk also covers country risk and issuer risk, as well as counterparty and settlement risk
arising from trading transactions.
This can arise, for instance, through customers’ lack of liquidity or insolvency, which may be
due either to the economic downturn, mistakes made in the corporate management of the
relevant customers or competitive reasons. Such credit risks exist in every transaction which
a bank conducts with a customer, including the purchase of securities (risk of price losses
due to the unexpected deterioration in the creditworthiness of an issuer (= issuer risk)) or, for
instance, the hedging of credit risk by means of credit derivatives (= counterparty risk). A
credit risk exists to an especially high degree, however, in connection with the granting of
credits, since, if this risk is realized, not only is the compensation for the activity lost, but also
and above all the loans which have been made available. The Issuer believes that adequate
provision has been made for all of the Group’s recognized potentially or acutely endangered
credit commitments. It cannot be ruled out, however, that Commerzbank will have to make
further provision for possible loan losses or realize further loan losses, possibly as a
consequence of the persistently weak economic situation, the continuing deterioration in the
financial situation of borrowers from Commerzbank, the increase in corporate and private
insolvencies (particularly in Germany), the decline in the value of collateral, the impossibility
in some cases of realizing collateral values or a change in the provisioning and risk-
management requirements. This could have a serious negative impact on the Group’s net
assets, financial position and earnings performance.

Market risk
Market risk covers the potential negative change in value of the Bank’s positions as a result
of changes in market prices – for example, interest rates, currency and equity prices, or
parameters which influence prices (volatilities, correlations).
Fluctuations in current interest rates (including changes in the relative levels of short- and
long-term interest rates) could affect the results of the Group’s banking activities. Changes in
the level of both the short- and the long-term interest rates always affect the level of gains
and losses on securities held in the Commerzbank Group's financial investments portfolio
and the point of time at which these gains and losses were realized. In the Group’s financial
investments portfolio, the Euro-denominated fixed-income securities have a great weight. As
a result, interest-rate fluctuations in the eurozone have a marked impact on the value of the
financial investments portfolio. A rise in the interest-rate level could substantially reduce the
value of the fixed-income financial investments, and unforeseen interest-rate fluctuations
could have a very adverse effect on the value of the bond and interest-rate derivative
portfolios held by the Group.
The Group’s management of interest-rate risk also influences the treasury result. The
relationship of assets to liabilities as well as any imbalance stemming from this relationship
cause the revenues from the Group’s banking activities to change with different correlations
when interest rates fluctuate. Significant for the Group are above all changes in the interest-
rate level for different maturity brackets and currencies in which the Group holds interest-
sensitive positions. An imbalance between interest-bearing assets and interest-bearing
liabilities with regard to maturities can have a considerable adverse effect on the financial
position and earnings performance of Commerzbank's banking business in the relevant
month or quarter. Should the Group be unable to balance mismatches between interest-
bearing assets and liabilities, the consequences of a narrowing of the interest margin and
interest income might be a considerable adverse impact on the Group’s earnings
performance.
Some of the revenues and some of the expenses of the Commerzbank Group arise outside
the eurozone. As a result, it is subject to a currency risk. As the Commerzbank Group's

                                                - 18 -
consolidated financial statements are drawn up in Euros, foreign-currency transactions and
the non-Euro positions of the individual financial statements of the subsidiary, which are
consolidated in the Group’s financial statements, are translated into Euros at the exchange
rates valid at the end of the respective period. The Commerzbank Group's results are
subject, therefore, to the effects of the Euro’s fluctuations against other currencies, e.g. the
US dollar. If, due to currency fluctuations, the revenues denominated in a currency other than
the Euro prove to be lower on translation, while expenses denominated in a currency other
than the Euro prove to be higher on translation, this might have an adverse impact on the
Commerzbank Group's financial position and earnings performance.
The trading profit of the Commerzbank Group may be volatile and is dependent on numerous
factors which lie beyond the Group’s control, such as the general market environment,
trading activity as a whole, the interest-rate level, currency fluctuations and general market
volatility. No guarantee exists, therefore, that the level of the trading profit achieved in the
2006 financial year can be maintained or even improved upon. A substantial decline in the
trading profit of the Commerzbank Group or an increase in trading losses may adversely
affect the Group’s ability to operate profitably.

Liquidity risk
Commerzbank is exposed to liquidity risk, i.e. the risk that the Bank is unable to meet its
current and future payment commitments, or is unable to meet them on time (solvency or
refinancing risk). In addition, the risk exists for Commerzbank that inadequate market liquidity
(market-liquidity risk) will prevent the Bank from selling trading positions at short notice or
hedging them, or that it can only dispose of them at a lower price. Liquidity risk can arise in
various forms. It may happen that on a given day the Bank is unable to meet its payment
commitments and then has to procure liquidity at short notice in the market on expensive
conditions. There is also the danger that deposits are withdrawn prematurely or lending
commitments are taken up unexpectedly.

Lowering of the Group’s ratings
The rating agencies Standard & Poor’s, Moody’s and Fitch Ratings use ratings to assess
whether a potential borrower will be able in future to meet its credit commitments as agreed.
A major element in the rating for this purpose is an appraisal of the company’s net assets,
financial position and earnings performance. A bank’s rating is an important comparative
element in its competition with other banks. In particular, it also has a significant influence on
the individual ratings of the most important subsidiaries. A downgrading or the mere
possibility of a downgrading of the rating of the Issuer or one of its subsidiaries might have
adverse effects on the relationship with customers and on the sales of the products and
services of the company in question. In this way, new business could suffer, the company’s
competitiveness in the market might be reduced, and its funding costs would increase
substantially. A downgrading of the rating would also have adverse effects on the costs to
the Group of raising equity and borrowed funds and might lead to new liabilities arising or to
existing liabilities being called that are dependent upon a given rating being maintained. It
could also happen that, after a downgrading, Commerzbank would have to provide additional
collateral for derivatives in connection with rating-based collateral agreements. If the rating of
the Bank or one of its major subsidiaries were to fall to within reach of the non-investment
grade category, the operating business of the subsidiary in question, and consequently the
funding costs of all Group companies, would suffer considerably. In turn, this would have an
adverse effect on the Commerzbank Group's ability to be active in certain business areas.

Operational risk
Operational risk is an independent type of risk due to the ever greater complexity of banking
activities and also, above all, due to the much more widespread use of sophisticated
technologies in banking over the past few years. Large-scale institutional banking business,
such as that conducted by the Commerzbank Group, is becoming ever more dependent

                                              - 19 -
upon highly developed information technology (IT) systems. IT systems are subject to a
series of problems, such as computer viruses, hackers, impairments of the key IT centres, as
well as software or hardware errors. Harmonization of the IT systems of the banking and
financial subsidiaries of the Commerzbank Group in order to create a single IT architecture
represents a special challenge. In addition, IT systems regularly need to be updated in order
to meet the changing business and regulatory requirements. In particular, compliance with
the Basel II rules will make further large demands on the functioning of the Commerzbank
Group's IT systems. It may not prove possible to implement on time the upgrades needed in
connection with the introduction of the Basel II rules and they may not function as required.
Even if the Commerzbank Group adopts measures to protect itself against the
abovementioned problems, they still can represent serious risks for the Group.

Strategic risk
After completing its restructuring measures, which were primarily geared to cutting costs and
stabilising revenues in Investment Banking, Commerzbank set itself the following
fundamental strategic goals early in 2004: increasing operational profitability, sharpening its
business profile and further improving capital and risk management. Commerzbank has
made it clear that attaining these goals is essential in order for it to achieve a sustained
improvement in both its earnings performance and future growth. A series of factors,
including a market decline and market fluctuations, changes in the Commerzbank Group's
market position and changed market conditions in the core markets of the Commerzbank
Group, i.e. above all in Germany and Western Europe, or unfavourable macroeconomic
conditions in these markets, might make it impossible for the Commerzbank Group to
achieve some or all of the goals which it has set itself. Should the Commerzbank Group be
unable to implement completely its published strategic plans, or if the costs of achieving
these goals exceed the Commerzbank Group's expectations, the future earnings
performance of the Commerzbank Group and also the future share price of Commerzbank
and its competitiveness might suffer considerably.

Risk from equity holdings in other companies
Commerzbank has various equity holdings in listed and non-listed companies. The efficient
steering of a portfolio of listed and non-listed companies calls for high funding costs, which
might not be fully compensated for by the dividends that can be realized through the equity
holdings. For the most part, Commerzbank also holds only minority stakes in large listed
companies in Germany and abroad. This equity holding structure makes it impossible to
procure immediately and efficiently adequate information in order to counteract in good time
possibly negative equity holdings. It cannot be ruled out that either stock-market
developments in the respective home countries of the listed equity holdings or developments
specific to individual companies will create the need for further valuation allowances in the
equity holdings portfolio in future or that Commerzbank will be unable to dispose of its equity
holdings on or off the stock exchange at acceptable prices above the current book value.
Should another negative trend for share prices develop, this could have a serious negative impact on
the Bank's net assets, financial position and earnings performance.


Regulatory risk
The business activity of the Commerzbank Group is regulated and supervised by the central
banks and supervisory authorities of the countries in which it operates. In each of these
countries, the Commerzbank Group has to have a banking licence or at least has to notify
the national supervisory authority. Changes may take place in the system of banking
supervision of the various countries and changes in the supervisory requirements in one
country may impose additional obligations on the companies of the Commerzbank Group.
Furthermore, compliance with changes in the supervisory regulations may lead to a
considerable increase in operating expenses, which might have an adverse effect on the
financial position and earnings performance of the Commerzbank Group. In addition,


                                                   - 20 -
regulatory authorities could make determinations regarding the Bank or its subsidiaries that
could adversely affect their ability to be active in certain business areas.




                                           - 21 -
                                  GENERAL INFORMATION


RESPONSIBILITY

Commerzbank Aktiengesellschaft (the "Issuer", the "Bank" or "Commerzbank", together
with its consolidated subsidiaries "Commerzbank Group" or the "Group") with its registered
office in Kaiserplatz, 60261 Frankfurt am Main, Federal Republic of Germany, accepts
responsibility for the information contained in this Base Prospectus. The Issuer hereby
declares, that having taken all reasonable care to ensure that such is the case, the
information contained in this Base Prospectus is, to the best of its knowledge, in accordance
with the facts and contains no omission likely to affect its import.
The Base Prospectus should be read and construed with any supplement thereto and with
any other documents incorporated by reference and, in relation to any series (as defined in
the relevant Final Terms) of Notes or Certificates, as the case may be, should be read and
construed together with the relevant Final Terms (as defined herein).
No person is or has been authorised by the Issuer to give any information or to make any
representation not contained in or not consistent with this Base Prospectus or any other
information supplied in connection with the Programme or the Securities and, if given or
made, such information or representation must not be relied upon as having been authorised
by the Issuer.
Neither this Base Prospectus nor any other information supplied in connection with the
Programme or the Securities is intended to provide the basis of any credit or other evaluation
and should not be considered as a recommendation by the Issuer that any recipient of this
Base Prospectus or any other information supplied in connection with the Programme or the
Securities should purchase any of the Securities. Each investor contemplating purchasing
Securities should make its own independent investigation of the financial conditions and
affairs, and its own appraisal of the creditworthiness of the Issuer and of the Securities. None
of this Base Prospectus, any other information supplied in connection with the Programme or
the Securities constitutes an offer or invitation by or on behalf of the Issuer to any person to
subscribe for or to purchase any of the Securities.
The delivery of this Base Prospectus does not at any time imply that the information
contained herein concerning the Issuer is correct at any time subsequent to the date hereof
or that any other information supplied in connection with the Programme or the Securities is
correct as of any time subsequent to the date indicated in the document containing the same.
The distribution of this Base Prospectus and the offer or sale of the Securities may be
restricted by law in certain jurisdictions. Persons into whose possession this Base
Prospectus or any Securities come must inform themselves about, and observe, any such
restrictions. In particular, there are restrictions on the distribution of this Base Prospectus and
the offer or sale of the Securities (see "Offering and Selling Restrictions" on page 86).

AVAILABILITY OF DOCUMENTS

The Base Prospectus and any supplements thereto will be available for viewing in electronic
form at the following website of Commerzbank Aktiengesellschaft (www.newissues.de) and
copies thereof may be obtained free of charge at the head office of the Issuer, Kaiserplatz,
60261 Frankfurt am Main, Federal Republic of Germany.
Furthermore, for the period of twelve months following the date of this Base Prospectus
copies of the Articles of Association and the financial statements and management report of
the Issuer for the financial years ended 31 December, 2005 and 2006, the Annual Reports of
the Commerzbank Group for the financial years ended 31 December 2005 and 2006 as well
as the Interim Report of the Commerzbank Group as of 31 March, 2007 (unaudited English

                                              - 22 -
version) are available for inspection at the head office of the Issuer, Kaiserplatz, 60261
Frankfurt am Main, Federal Republic of Germany.

LISTING

Securities issued under this Base Prospectus may from time to time be listed or admitted to
trading, as the case may be, on Stockholmsbörsen [and/or] the Nordic Derivatives Exchange
operated by Nordic Growth Market NGM AB or on another exchange or regulated market in
the Kingdom of Sweden. The applicable Final Terms for each series of Securities will specify
the information on the stock exchange and the respective market segment

INFORMATION RELATING TO THE SECURITIES

Further information relating to a particular issue of Securities such as type and conditions of
the Security, issue price, issue date, redemption or interest or other payment calculations or
specifications, underlying(s) (if any), market disruption, settlement disruption, adjustments,
agents, taxation, specific risk factors, offering, clearing system, ISIN or other national security
code(s), listing and any further information are set forth in the relevant Final Terms.


The possible types of Securities which may be issued under the Base Prospectus (and as
specified in the relevant Final Terms) are:
1.     Fixed Rate, Step-Up and Step-Down Notes where
       (a)     the redemption amount either
       (i)     is at par, or
       (ii)    is at a specified rate above or below par, or
       (iii)   is to be determined by reference to an exchange rate, an index, a bond, a
       share, any other security, a future, a fund, a straddle, a commodity, swap rate(s),
       interest rate(s), any other underlying, a basket or index consisting of any of the
       beforementioned and/or formula(e) (Redemption Structured Notes), or
       (iv)   may partially or in whole be in securities of a company other than of the Issuer
       instead of a cash payment (Reverse Convertible Notes), and
       (b)     where the interest is at a fixed rate for one or several interest periods
       (including step-up or step-down interest rates), or
2.     Notes with a principal amount where
       (a)     the redemption amount either is
       (i)     at par, or
       (ii)    at a specified rate above or below par, or
       (iii)   to be determined by reference to an exchange rate, an index, a bond, a share,
       any other security, a future, a fund, a straddle, a commodity, swap rate(s), interest
       rate(s), any other underlying, a basket or index consisting of any of the
       beforementioned and/or formula(e) (Redemption Structured Notes), and

       (b)    where the interest is as follows:

       (i)     interest rate is floating (Floating Rate Notes), or
       (ii)    interest rate or interest amount is to be determined by reference to an
       exchange rate, an index, a bond, a share, any other security, a future, a fund, a
       straddle, a commodity, swap rate(s), interest rate(s), any other underlying, a basket
       or index consisting of any of the beforementioned and/or formula(e) for some or all
       interest periods, provided that interest periods for which the interest rate or interest

                                              - 23 -
       amount is not determined in such a way may be or may have a floating or fixed rate
       (Interest Structured Notes), or
       (iii)   there is no interest, or
3.     Certificates where the redemption amount or additional payments are to be
       determined by reference to an exchange rate, an index, a bond, a share, any other
       security, a future, a fund, a straddle, a commodity, swap rate(s), interest rate(s), any
       other underlying, a basket or index consisting of any of the beforementioned and/or
       formula(e).



POST-ISSUANCE INFORMATION

In the case of Securities where payments are linked to an underlying or several underlyings,
the Issuer will not provide any post-issuance information regarding such underlying.




                                            - 24 -
                TERMS AND CONDITIONS SET 1 (FIXED RATE NOTES)

PROGRAMME TERMS AND CONDITIONS OF FIXED RATE, STEP-UP AND STEP-DOWN
NOTES WHERE

(1) THE REDEMPTION AMOUNT EITHER

(i) IS AT PAR, OR

(ii) IS AT A SPECIFIED RATE ABOVE OR BELOW PAR, OR

(iii) IS TO BE DETERMINED BY REFERENCE TO AN EXCHANGE RATE, AN INDEX, A
BOND, A SHARE, ANY OTHER SECURITY, A FUTURE, A FUND, A STRADDLE, A
COMMODITY, SWAP RATE(S), INTEREST RATE(S), ANY OTHER UNDERLYING, A
BASKET OR INDEX CONSISTING OF ANY OF THE BEFOREMENTIONED AND/OR
FORMULA(E) (THE NOTES REFERRED TO UNDER (iii) THE "REDEMPTION
STRUCTURED NOTES"), OR

(iv) MAY BE PARTIALLY OR IN WHOLE IN SECURITIES OF A COMPANY OTHER THAN
OF THE ISSUER INSTEAD OF A CASH PAYMENT ("REVERSE CONVERTIBLE NOTES")

AND WHERE

(2) THE INTEREST IS AT A FIXED RATE FOR ONE OR SEVERAL INTEREST PERIODS
(INCLUDING STEP-UP OR STEP-DOWN INTEREST RATES)

The following terms and conditions apply to the Notes issued with ISIN [ISIN] and Tranche
No. [number] under the Notes/Certificates Programme of Commerzbank Aktiengesellschaft
(the "Programme").



                                        §1
                              (FORM, TRANSFERABILITY)

                The following Paragraph shall be applicable to Notes in bearer form

(1)   This issue of Commerzbank Aktiengesellschaft, Frankfurt am Main, Federal Republic
      of Germany (the "Issuer") is issued in [SEK/EUR] (the "Issue Currency") in the
      aggregate principal amount of [amount] (in words: ([currency, amount]) represented
      by notes (the "Notes") payable to Noteholder and ranking pari passu among
      themselves in the denomination of [currency] [denomination] each.

(2)    The Securities will be issued in dematerialised form and will only be evidenced by
       book entries in the system of the Swedish Central Securities Depositary VPC AB, Box
       7822, 103 97 Stockholm, (“VPC”) for registration of securities and settlement of
       securities transactions (the “VPC System”) in accordance with the Swedish Financial
       Instruments Accounts Act (1998:1479). There will be neither global bearer securities
       nor definitive securities.

(3)    Transfers of the Notes and other registration measures shall be made in accordance
       with the Swedish Financial Instruments Accounts Act (1998:1479), the regulations,
       rules and operating procedures applicable to and/or issued by VPC (the “CSD
       Rules”).



                                           - 25 -
(4)   Holder of the Notes shall be any person that is registered on a VPC-account as
      holder of a Note or, where applicable, any other person acknowledged as the holder
      pursuant to the CSD Rules (the “Noteholder”). For nominee registered Notes the
      authorised nominee shall be considered to be the Noteholder.

(5)   The Issuer reserves the right to issue from time to time without the consent of the
      Noteholders another tranche of Notes with substantially identical terms, so that the
      same shall be consolidated to form a single series and increase the aggregate
      principal amount of the Notes. The term "Notes" shall, in the event of such
      consolidation, also comprise such additionally issued notes.


                                           §2
                                       (INTEREST)

              The following Paragraph (1) shall only be applicable to Notes with fixed
                                       interest

(1)   The Notes bear interest at a rate of [interest rate] as from [Interest Commencement
      Date] (the "Interest Commencement Date") (exclusive). Interest is payable [annually
      / semi-annually / quarterly / other] in arrear on [Interest Payment Date(s)] [of each
      year] [ending on [last Interest Payment Date]] ([the / each an] "Interest Payment
      Date"). [The first interest payment shall be due on [first Interest Payment Date].]


              The following Paragraph (1) shall only be applicable to Step-up and Step-
                                            down Notes

(1)   The Notes bear interest at a rate of [interest rate] as from [Interest Commencement
      Date] (the "Interest Commencement Date") (exclusive) until [date] (inclusive) and
      as from [date] (exclusive) [insert applicable provisions]. Interest is payable
      [annually / semi-annually / quarterly / other] in arrear on [Interest Payment Date(s)]
      of each year [ending on [last Interest Payment Date]] ([the / each an] "Interest
      Payment Date"). The first interest payment shall be due on [first Interest Payment
      Date].


               The following Paragraphs shall be applicable to all Notes

(2)   The Notes will cease to bear interest at the end of the day preceding the date on
      which they become due for redemption, even if payment is made later than on the due
      date determined by the calendar in accordance with § 5 Paragraph (3).

(3)   Should the Issuer for any reason whatsoever fail to provide to the Paying Agent, when
      due, the necessary funds for the redemption of the Notes, then interest on the
      outstanding principal amount of such Notes will continue to accrue until the payment
      of such principal has been effected, however not beyond the fourteenth day after the
      date on which the necessary funds have been provided to the Paying Agent and
      notice thereof has been given by publication in accordance with § 12.

(4)   The calculation of interest




                                           - 26 -
 The following Paragraph shall only be applicable if "Actual/Actual" is the agreed Day
                                   Count Fraction

      shall be effected on the basis of the actual number of days elapsed divided by 365 or
      (if a 29 February falls within the relevant interest determination period) divided by 366.


The following Paragraph shall only be applicable if "Actual/Actual" (ISDA) is the agreed
                                 Day Count Fraction

      shall be effected on the basis of the actual number of days elapsed divided by 365 (or,
      if any portion of that interest determination period falls in a leap year, the sum of (A) the
      actual number of days in that portion of the interest determination period falling in a
      leap year divided by 366 and (B) the actual number of days in that portion of the
      interest determination period falling in a non-leap year divided by 365).


   The following Paragraph shall only be applicable if "Actual/Actual (ICMA)" is the
                            agreed Day Count Fraction

      [(a)   for an Interest Calculation Period which is equal to or shorter than an Interest
             Determination Period, shall be effected on the basis of the actual number of
             days elapsed divided by the product of (x) the number of days in the Interest
             Determination Period and (y) the number of Interest Determination Periods
             normally ending in any year,

      (b)    for an Interest Calculation Period which is longer than an Interest
             Determination Period, shall be effected on the basis of the sum of

             (i)      the actual number of days elapsed in the Interest Determination Period
                      during which the period, with respect to which interest is to be
                      calculated, begins, divided by the product of (x) the number of days in
                      such Interest Determination Period and (y) the number of Interest
                      Determination Periods normally ending in any year
              and

              (ii)    the actual number of days elapsed in the next Interest Determination
                      Period divided by the product of (x) the number of days in such Interest
                      Determination Period and (y) the number of Interest Determination
                      Periods normally ending in any year.

      "Interest Determination Period" means the period from (but excluding) the
      preceding Interest Payment Date to (and including) the next Interest Payment Date.

      "Interest Calculation Period" means (i) the period from (but excluding) the Interest
      Commencement Date to (and including) the first Interest Payment Date, (ii) each
      period from (but excluding) the preceding Interest Payment Date to (and including) the
      next Interest Payment Date as well as (iii) the period from (but excluding) the last
      Interest Payment Date to (and including) the date on which the Notes are redeemed,
      provided that such redemption date is not identical with an Interest Payment Date.]

      [shall be effected on the basis of the actual number of days (actual/actual according to
      ICMA Rule 251).]




                                              - 27 -
 The following Paragraph shall only be applicable if "Actual/365 (Fixed)" is the agreed
                                Day Count Fraction

         shall be effected on the basis of a 365 day year and on the basis of the actual number
         of days elapsed.


   The following Paragraph shall only be applicable if "30/360" or "360/360" or "Bond
                       Basis" is the agreed Day Count Fraction

         shall be effected on the basis of a 360 day year consisting of 12 months of 30 days
         each and, in the case of an incomplete month, on the basis of the actual number of
         days elapsed. If the last day of the calculation period is the 31st day of a month but the
         first day of the calculation period is a day other than the 30th or the 31st day of a
         month, the month that includes that last day shall not be considered to be shortened
         to a 30-day month. If the last day of the calculation period is the last day of the month
         of February, the month of February shall not be considered to be lengthened to a 30-
         day month.


 The following Paragraph shall only be applicable if "30E/360" or "Eurobond Basis" is
                          the agreed Day Count Fraction

         shall be effected on the basis of a 360 day year consisting of 12 months of 30 days
         each and, in the case of an incomplete month, on the basis of the actual number of
         days elapsed without regard to the date of the first day or last day of the calculation
         period.


      The following Paragraph shall only be applicable if "Actual/360" is the agreed Day
                                      Count Fraction

         shall be effected on the basis of a 360 day year and on the basis of the actual number
         of days elapsed.


                                               §3
                                          (REPAYMENT)

  The following Paragraph(s) shall apply to all Notes other than Reverse Convertible
                                        Notes

[(1)]    The Notes will be redeemed at [par (the "Final Redemption Amount") / the Final
         Redemption Amount] on [Redemption Date] (the "Redemption Date").

[(2)     The "Final Redemption Amount" shall be [insert applicable provisions, including
         but not limited to an amount and/or formula(e) and/or additional definitions
         and/or provisions regarding market disruption, settlement disruption,
         adjustment clauses and/or other aspects, if appropriate]]


           The following Paragraph shall apply only to Reverse Convertible Notes

(1)      Subject to § 3 Paragraph (2) below, the Notes will be redeemed at [par / [Final
         Redemption Amount]] on [Redemption Date] (the "Redemption Date").



                                               - 28 -
  [The following Paragraph (2) shall only be applicable to Reverse Convertible Notes
                    with continuous observation of the Underlying

(2)   If (i) during the period from and including [date] until and including [date] (the
      "Valuation Date") the price of the [underlying] (the "Company") ([ISIN]) (the
      "Underlying") on [exchange] (the "Exchange") has at least once been equal to or
      below [Knock-in level] (the "Knock-in Level") and if (ii) on the Valuation Date the
      [Price] of the Underlying as determined and published by the Exchange is less than
      [Strike Price] (the "Strike Price"), each Note shall be redeemed by the delivery of
      [No. of Underlying] (the "Delivery Amount").

      The Knock-in Level, the Strike Price and/or the Delivery Amount may be adjusted in
      accordance with Paragraphs (7)-(9) below.

      Fractions of the Underlying will not be delivered. The Issuer will pay, in lieu of a
      fraction of the Underlying, to the Noteholders an amount in [currency] per Note (the
      "Fractional Settlement Amount") which will be calculated by multiplying the fraction
      of the Underlying with the [Price] of the Underlying on the Valuation Date. The
      Noteholders shall not be entitled to a delivery of the Underlying in lieu of several
      aggregated Fraction Settlement Amounts.


  The following Paragraph (2) shall only be applicable to Reverse Convertible Notes
                 without continuous observation of the Underlying

(2)   If on [date] (the "Valuation Date") the [Price] of the [underlying] (the "Company")
      ([ISIN]) (the "Underlying") on [exchange] (the "Exchange") is less than [Strike
      Price] (the "Strike Price"), each Note shall be redeemed by the delivery of [No. of
      Underlying] (the "Delivery Amount").

      The Strike Price and/or the Delivery Amount may be adjusted in accordance with
      Paragraphs (7)-(9) below.

      Fractions of the Underlying will not be delivered. The Issuer will pay, in lieu of a
      fraction of the Underlying, to the Noteholders an amount in [currency] per Note (the
      "Fractional Settlement Amount") which will be calculated by multiplying the fraction
      of the Underlying with the [Price] of the Underlying on the Valuation Date. The
      Noteholders shall not be entitled to a delivery of the Underlying in lieu of several
      aggregated Fraction Settlement Amounts.


      The following Paragraph shall only apply to Reverse Convertible Notes with
                           postponement of Valuation Date

(3)   If on the Valuation Date the [Price] of the Underlying is not determined and published
      by the Exchange, or if on the Valuation Date, in the opinion of the Calculation Agent
      (§ 9), a Market Disruption Event with respect to the Underlying occurs, then the next
      following calendar day on which the [Price] is again determined and published by the
      Exchange and on which there is no Market Disruption Event with respect to the
      Underlying will be deemed to be the Valuation Date. If according to the before-
      mentioned provisions the Valuation Date is postponed until the third Exchange
      Business Day (paragraph 5) prior to the Redemption Date and if on such date the
      [Price] of the Underlying is still not determined and published by the Exchange or if a
      Market Disruption Event occurs or is continuing on such date, such date prior to the
      Redemption Date shall be deemed to be the relevant Valuation Date, and the
      Calculation Agent will, in its reasonable discretion (§ 315 of the German Civil Code)

                                           - 29 -
        and in consideration of the prevailing market conditions, estimate the [Price] of the
        Underlying on such date.


      The following Paragraph shall only apply to Reverse Convertible Notes without
                            postponement of Valuation Date

(3)     If on the Valuation Date the [Price] of the Underlying is not determined and published
        by the Exchange, or if on the Valuation Date, in the opinion of the Calculation Agent
        (§ 9), a Market Disruption Event with respect to the Underlying occurs, then the
        Calculation Agent will, in its reasonable discretion (§ 315 of the German Civil Code)
        and in consideration of the prevailing market conditions, estimate the [Price] of the
        Underlying on such date.


          The following Paragraphs shall apply to all Reverse Convertible Notes

(4)     A "Market Disruption Event" means the occurrence or existence of any suspension
        of, or limitation imposed on, trading (by reason of movements in price exceeding the
        limits permitted by the Exchange or otherwise) in (a) the Underlying on the Exchange,
        or (b) any options contracts or futures contracts relating to the Underlying on the
        Related Exchange, provided that, in the reasonable discretion of the Calculation
        Agent, in any such case such suspension or limitation is material.

        A limitation regarding the office hours or the number of days of trading will not
        constitute a Market Disruption Event if it results from an announced change in the
        regular business hours of the relevant exchange. A limitation on trading imposed
        during the course of a day by reason of movements in price exceeding permitted limits
        shall only be deemed to be a Market Disruption Event in the case that such limitation
        is still prevailing at the time of termination of the trading hours on such date.

        "Related Exchange" means the options and futures exchange with the highest
        trading volume of option contracts relating to the Underlying. If option contracts on the
        Underlying are not traded on any exchange, the Related Exchange shall be the
        options and futures exchange with the highest amount of option contracts relating to
        shares of companies having their residence in the country in which the Company has
        its residence. If there is no options and futures exchange in the country in which the
        Company has its residence on which option contracts on shares are traded, the Issuer
        will determine the Related Exchange in its own reasonable discretion.

(5)     If the Issuer is required to deliver the Delivery Amount and if, in the reasonable
        opinion of the Issuer, a Settlement Disruption Event occurs or is continuing on the
        Redemption Date, then the delivery of the Delivery Amount shall be postponed to the
        first following Exchange Business Day on which there is no Settlement Disruption
        Event (the "Postponed Settlement Date"). In no event shall the Postponed
        Settlement Date be later than the fifth Exchange Business Day following the
        Redemption Date. If the Settlement Disruption Event is continuing on the fourth
        Exchange Business Day following the Redemption Date, then (i) the Postponed
        Settlement Date shall be the fifth Exchange Business Day following the Redemption
        Date and (ii) the Issuer shall have the right to pay a cash equivalent redemption
        amount (the "Cash Equivalent Redemption Amount"), in lieu of the delivery of the
        Delivery Amount, to the Noteholder. This Cash Equivalent Redemption Amount will be
        determined by the Issuer in its reasonable discretion.

        All determinations made by the Issuer and/or the Calculation Agent pursuant to this
        paragraph shall be notified to the Noteholder in accordance with § [12] and shall, in
        the absence of a manifest error, be conclusive and binding on all parties. The

                                              - 30 -
      Noteholder will not be entitled to any compensation from the Issuer for any loss
      suffered as a result of the occurrence of a Settlement Disruption Event and no liability
      in respect thereof shall attach to the Issuer.

      "Exchange Business Day" means a day on which the Exchange is open for trading
      during its regular trading sessions, notwithstanding the Exchange closing prior to its
      scheduled weekday closing time without regard to after hours or any other trading
      outside of the regular trading session hours.

      "Settlement Disruption Event" means an event, which, in the reasonable opinion of
      the Issuer, is beyond the control of the Issuer and as a result of which the Issuer
      cannot deliver or cannot procure the delivery of the Delivery Amount.

(6)   All expenses of transfer of the Delivery Amount on delivery (such as any stamp duty
      or stock exchange tax or any other tax, duty or charge) shall be borne by the
      Noteholder.

(7)   In the case of the occurrence of an Adjustment Event (as defined in Paragraph (8)
      below) the Calculation Agent can, but is not obliged to, make adjustments to the
      provisions for the determination of the redemption (subject to Paragraph (9) below) in
      the same or substantially similar manner as the Related Exchange adjusts its option
      contracts relating to the Underlying. If no option contracts for the Underlying are
      traded on the Related Exchange, the Calculation Agent will adjust the provisions for
      the calculation of the redemption (subject to Paragraph (9) below) in the same or
      substantially similar manner as the Related Exchange would make such adjustments
      if option contracts for the Underlying were traded there. In the case of doubt as to the
      application of the adjustment rules of the Related Exchange, the Calculation Agent will
      in its reasonable discretion (§ 315 of the German Civil Code) decide upon the
      application of the adjustment rules. Adjustments will become effective at the time
      when such adjustments become effective on the Related Exchange, or, as the case
      may be, would become effective, if equivalent option contracts were traded there.

(8)   "Adjustment Event" means any action taken by the Company which triggers an
      adjustment on the Related Exchange, or, as the case may be, would trigger an
      adjustment if equivalent option contracts for the Underlying were traded there, relating
      to any of the following: the strike price of the contract, the contract size, the underlying
      asset under the contract or the designation of any stock exchange relevant to that
      contract. Such action by the Company typically includes the following, provided
      however that, save for cases referred to in Paragraph (9), the actual or hypothetical
      decision of the Related Exchange shall in each case be decisive:

      (a)    Capital increases against contributions through the issuance of new shares of
             the Company subject to shareholders' subscription rights, capital increases
             from reserves, issuance of securities with option or conversion rights into the
             shares of the Company, distributions of extraordinary dividends or stock splits;

      (b)    a spin-off of a part of the Company in such a way that a new independent
             entity is formed, or that the part of the Company which is spun-off is merged
             into another entity;

      (c)    the definitive termination of the listing of the Underlying due to a merger by
             absorption or formation of a new entity or for any other reason.

(9)   The Calculation Agent has the right to deviate from the adjustments made by the
      Related Exchange to the extent the Calculation Agent considers necessary in order to
      account for differences between the Notes and the option contracts traded on the
      Related Exchange. In the case of Adjustment Events described in Paragraph (8) (b)

                                             - 31 -
       and (c) above, the Calculation Agent may effect adjustments with the aim of
       maintaining for the holders of the Notes, to the extent possible, the economic position
       which they held prior to such events, irrespective of whether, when and how
       adjustments are made on the Related Exchange. Such adjustments may inter alia
       affect the Knock-in Level, the Strike Price and/or the Delivery Amount and may lead to
       the Underlying being replaced by other securities, a basket of securities and/or cash
       or, in the case of a merger, by shares of the merged or newly formed entity in any
       suitable number or to the designation of a different stock exchange as the Exchange.

(10)   All adjustments in accordance with these Paragraph (7)-(9) shall be notified to the
       Noteholders by the Calculation Agent in accordance with § [12].

       Adjustments made pursuant to the preceding paragraphs will be determined by the
       Calculation Agent and are, absent manifest error, binding on all parties.]

[Alternatively: Insert applicable provisions including kind of underlying, delivery details and
delivery amount regarding underlying which may be delivered, market disruption, settlement
disruption and adjustment clauses relating to underlying, if necessary.]


          The following § 4 applies if the gross-up tax clause of § 6 is selected

                                      §4
                   (EARLY REDEMPTION, REPURCHASE OF NOTES)

 The following Paragraph (1) shall be applicable to all Notes with respect to which the
                         Issuer does not have a Call Option

(1)    Except as provided in § 6, the Issuer shall not be entitled to redeem the Notes prior to
       the Redemption Date.


 The following Paragraph (1) shall be applicable to all Notes with respect to which the
                               Issuer has a Call Option

(1)    The Issuer shall, in addition to the right to redeem the Notes prior to the Redemption
       Date in accordance with § 6, have the right upon not less than [number of days]
       days' prior notice to be given by publication in accordance with § [12], to redeem prior
       to the Redemption Date all, but not less than all, of the outstanding Notes in
       accordance with the following provisions:
       [Insert applicable provisions]


 The following Paragraph (2) shall be applicable to all Notes with respect to which the
                       Noteholders do not have a Put Option

(2)    Except as provided in § 10, the holders of the Notes shall not be entitled to call for
       redemption of the Notes prior to the Redemption Date.


 The following Paragraph (2) shall be applicable to all Notes with respect to which the
                           Noteholders have a Put Option

(2)    Each holder of Notes shall, in addition to the right to call for redemption in accordance
       with § 10, be entitled upon not less than [number of days] days' prior written notice



                                             - 32 -
      to the Paying Agent, to call his Notes for advance repayment in accordance with the
      following provisions:
      [insert applicable provisions]


 The following Paragraph (3) shall apply to all Notes other than Reverse Convertibles
                      Notes combined with redemption at par

(3)   If the Notes are called for redemption due to an event having occurred as described in
      § 6 Paragraph (3) or in § 10, as the case may be, they shall be redeemed at par plus
      accrued interest (the "Early Redemption Amount").


 The following Paragraph (3) shall apply to all Notes other than Reverse Convertibles
                Notes which are not combined with redemption at par

(3)   If the Notes are called for redemption due to an event having occurred as described in
      § 6 Paragraph (3) or in § 10, as the case may be, they shall be redeemed at the
      "Early Redemption Amount" which shall be determined as follows:
      [insert applicable provisions]


      The following Paragraph (3) shall apply only to Reverse Convertible Notes

(3)   If the Notes are called for redemption due to an event having occurred as described in
      § 6 Paragraph (3) or in § 10, as the case may be, they shall be redeemed at the early
      redemption amount (the "Early Redemption Amount") which shall be determined as
      the fair market value which the Notes would have had on the date of the early
      redemption if the event as described in § 6 Paragraph (3) or in § 10 had not occurred.


              The following Paragraph (4) shall be applicable to all Notes

(4)   The Issuer may at any time purchase Notes in the market or otherwise. Notes
      repurchased by or on behalf of the Issuer may be held by the Issuer, re-issued, resold
      or surrendered to the Paying Agent for cancellation.


       The following § 4 applies if the gross-up tax clause of § 6 is not selected

                                     §4
                  (EARLY REDEMPTION, REPURCHASE OF NOTES)

 The following Paragraph (1) shall be applicable to all Notes with respect to which the
                         Issuer does not have a Call Option

(1)   The Issuer shall not be entitled to redeem the Notes prior to the Redemption Date.


 The following Paragraph (1) shall be applicable to all Notes with respect to which the
                               Issuer has a Call Option

(1)   The Issuer shall have the right upon not less than [number of days] days' prior notice
      to be given by publication in accordance with § [12], to redeem prior to the
      Redemption Date all, but not less than all, of the outstanding Notes in accordance
      with the following provisions:

                                           - 33 -
      [Insert applicable provisions]


 The following Paragraph (2) shall be applicable to all Notes with respect to which the
                       Noteholders do not have a Put Option

(2)   Except as provided in § 10, the holders of the Notes shall not be entitled to call for
      redemption of the Notes prior to the Redemption Date.


 The following Paragraph (2) shall be applicable to all Notes with respect to which the
                           Noteholders have a Put Option

(2)   Each holder of Notes shall, in addition to the right to call for redemption in accordance
      with § 10, be entitled upon not less than [number of days] days' prior written notice
      to the Paying Agent, to call his Notes for advance repayment in accordance with the
      following provisions:
      [insert applicable provisions]


 The following Paragraph (3) shall apply to all Notes other than Reverse Convertibles
                      Notes combined with redemption at par

(3)   If the Notes are called for redemption due to an event having occurred as described in
      § 10, as the case may be, they shall be redeemed at par plus accrued interest (the
      "Early Redemption Amount").


 The following Paragraph (3) shall apply to all Notes other than Reverse Convertibles
                Notes which are not combined with redemption at par

(3)   If the Notes are called for redemption due to an event having occurred as described in
      § 10 they shall be redeemed at the "Early Redemption Amount" which shall be
      determined as follows:
      [insert applicable provisions]


      The following Paragraph (3) shall apply only to Reverse Convertible Notes

(3)   If the Notes are called for redemption due to an event having occurred as described in
      § 10, as the case may be, they shall be redeemed at the early redemption amount
      (the "Early Redemption Amount") which shall be determined as the fair market value
      which the Notes would have had on the date of the early redemption if the event as
      described in § 10 had not occurred.


              The following Paragraph (4) shall be applicable to all Notes

(4)   The Issuer may at any time purchase Notes in the market or otherwise. Notes
      repurchased by or on behalf of the Issuer may be held by the Issuer, re-issued, resold
      or surrendered to the Paying Agent for cancellation.




                                            - 34 -
      The following § 5 shall apply to all Notes other than Reverse Convertible Notes

                                             §5
                                         (PAYMENTS)

(1)     The Issuer irrevocably undertakes to pay, as and when due, all amounts payable
        pursuant to these Terms and Conditions in the Issue Currency.

(2)     All amounts payable pursuant to these Terms and Conditions shall be made to the
        Noteholder recorded as such on the fifth business day (as defined by the then
        applicable CSD Rules) before the due date for such payment, or such other business
        day falling closer to the due date as then may be stipulated in said Rules.

(3)     All payments will be transmitted by the VPC to the Noteholders in accordance with the
        CSD Rules.


  The following paragraphs (4) and (5) shall apply if the gross-up tax clause of § 6 is
                                       selected

(4)     Any reference in these Terms and Conditions to principal in respect of the Notes shall
        include:
        (a)    any Additional Amounts which may be payable with respect to principal
               pursuant to § 6; [and]
        (b)    the Final Redemption Amount of the Notes at the Redemption Date; and
        (c)    the Early Redemption Amount in the case of early redemption of the Notes
               pursuant to § 6 Paragraph (3) and § 10[.][; and]


The following Paragraph (d) shall be applicable in the case of Notes with a Call and/or
                                      Put Option

        (d)    the Early Redemption Amount in the case of early redemption of the Notes
               pursuant to § 4.

(5)     All payments are subject in all cases to any applicable fiscal or other laws, regulations
        and directives, but without prejudice to the provisions of § 6. No commission or
        expense shall be charged to the Noteholders in respect of such payments.


The following paragraphs (4) and (5) shall apply if the gross-up tax clause of § 6 is not
                                       selected

(4)     Any reference in these Terms and Conditions to principal in respect of the Notes shall
        include:

        (a)    the Final Redemption Amount of the Notes at the Redemption Date and
        (b)    the Early Redemption Amount in the case of early redemption of the Notes
               pursuant to § 10[.][; and]


The following Paragraph (d) shall be applicable in the case of Notes with a Call and/or
                                      Put Option

        (c)    the Early Redemption Amount in the case of early redemption of the Notes
               pursuant to § 4.


                                              - 35 -
(5)    All payments are subject in all cases to any applicable fiscal or other laws, regulations
       and directives. No commission or expense shall be charged to the Noteholders in
       respect of such payments.


               The following § 5 shall apply to Reverse Convertible Notes

                                       §5
                     (PAYMENTS; DELIVERY OF THE UNDERLYING)

[(1)   The Issuer irrevocably undertakes to pay in the Issue Currency, as and when due, all
       amounts payable and/or to deliver, as and when due, the Delivery Amount pursuant to
       these Terms and Conditions and in accordance with the CSD Rules.

(2)    All amounts payable pursuant to these Terms and Conditions shall be made to the
       Noteholders recorded as such on the fifth business day (as defined by the then
       applicable CSD Rules) before the due date for such payment, or such other business
       day falling closer to the due date as then may be stipulated in said Rules.

(3)    All payments will be transmitted by the VPC to the Noteholders in accordance with the
       CSD Rules.


  The following paragraphs (4) and (5) shall apply if the gross-up tax clause of § 6 is
                                       selected

(4)    Any reference in these Terms and Conditions to principal in respect of the Notes shall
       include:

       (a)    any Additional Amounts which may be payable with respect to principal
              pursuant to § 6; [and]
       (b)    the Final Redemption Amount of the Notes at the Redemption Date and
       (c)    the Early Redemption Amount in the case of early redemption of the Notes
              pursuant to § 6 Paragraph (3) and § 10[.][; and]


The following Paragraph (d) shall be applicable in the case of Notes with a Call and/or
                                      Put Option

       (d)    the Early Redemption Amount in the case of early redemption of the Notes
              pursuant to § 4.

(5)    All payments are subject in all cases to any applicable fiscal or other laws, regulations
       and directives, but without prejudice to the provisions of § 6. No commission or
       expense shall be charged to the Noteholders in respect of such payments.


The following paragraphs (4) and (5) shall apply if the gross-up tax clause of § 6 is not
                                       selected

(4)    Any reference in these Terms and Conditions to principal in respect of the Notes shall
       include:

       (a)    the Final Redemption Amount of the Notes at the Redemption Date; and
       (b)    the Early Redemption Amount in the case of early redemption of the Notes
              pursuant to § 10[.][; and]

                                             - 36 -
The following Paragraph (d) shall be applicable in the case of Notes with a Call and/or
                                      Put Option

       (c)    the Early Redemption Amount in the case of early redemption of the Notes
              pursuant to § 4.

(5)    All payments are subject in all cases to any applicable fiscal or other laws, regulations
       and directives.


[Alternatively: Insert applicable provisions]


                                             §6
                                           (TAXES)

 The following paragraph shall only be applicable to Notes with respect to which the
   Noteholder has to pay taxes, fees or other duties (Noteholder tax responsibility
                                       clause)

       All present and future taxes, fees or other duties in connection with the Notes shall be
       borne and paid by the Noteholders. The Issuer is entitled to withhold from payments
       to be made under the Notes any taxes, fees and/or duties payable by the Noteholder
       in accordance with the previous sentence.


 The following paragraphs shall only be applicable to Notes with respect to which the
      Noteholder does not have to pay taxes, fees or other duties under certain
                        circumstances (gross-up tax clause)

(1)    All amounts payable under the Notes will be paid without deduction or withholding for
       or on account of any present or future taxes, duties or governmental charges
       whatsoever imposed or levied by or on behalf of the Federal Republic of Germany or
       any taxing authority therein, unless the Issuer is compelled by a law or other
       regulation to deduct or withhold such taxes, duties or governmental charges. In that
       event, the Issuer shall pay such additional amounts (the "Additional Amounts") as
       may be necessary in order that the net amounts after such deduction or withholding
       shall equal the amounts that would have been payable if no such deduction or
       withholding had been made.

(2)    No Additional Amounts shall be payable pursuant to Paragraph (1) with respect to
       taxes, duties or governmental charges
       (a)    for which a Noteholder is liable because of a connection with the Federal
              Republic of Germany or another member state of the European Union other
              than the mere fact of his being the holder of the Notes or the interest claims the
              Coupons;
       (b)    to which the Noteholder would not be subject if he had presented his Notes for
              payment within 30 days from the due date for payment, or, if the necessary
              funds were not provided to the Paying Agent when due, within 30 days from
              the date on which such funds are provided to the Paying Agent and a notice to
              that effect has been published in accordance with § [12];
       (c)    which would not be payable if the Notes had been kept in safe custody with,
              and the payments had been collected by, a credit institution;



                                                - 37 -
      (d)    which are deducted or withheld by a Paying Agent, if the payment could have
             been made by another Paying Agent without such deduction or withholding; or
      (e)    which are deducted or withheld pursuant to (i) any European Union Directive or
             Regulation concerning the taxation of interest income, or (ii) any international
             treaty or understanding relating to such taxation and to which the Federal
             Republic of Germany or another member state of the European Union or the
             European Union is party, or (iii) any provision of law implementing or complying
             with, or introduced to conform with, such Directive, regulation, treaty or
             understanding.

(3)   If at any future time as a result of a change of the laws applicable in the Federal
      Republic of Germany or a change in their official application, the Issuer is required, or
      at the time of the next succeeding payment due in respect of principal or interest will
      be required, to pay Additional Amounts as provided in § 6 Paragraph (1) the Issuer
      will be entitled, upon not less than 30 days' and not more than 60 days' notice to be
      given by publication in accordance with § [12], prior to the Redemption Date to
      redeem all Notes at the Early Redemption Amount. No redemption pursuant to this
      § 6 Paragraph (3) shall be made more than 30 days prior to the date on which such
      change of the laws or their official application becomes applicable to the Notes for the
      first time.


                                           §7
                                      (PRESCRIPTION)

Claims against the Issuer for any payment and/or any other amount payable in respect of the
Notes shall be prescribed and become void unless made within a period of five years after
the date on which such payment first becomes due.



                                             §8
                                          (STATUS)

The obligations under the Notes constitute direct, unconditional and unsecured obligations of
the Issuer and rank at least pari passu with all other unsecured and unsubordinated
obligations of the Issuer (save for such exceptions as may exist from time to time under
applicable law).



                                             §9
                                          (AGENTS)

              The following Paragraph (1) shall be applicable to all Notes

(1)   [Skandinaviska Enskilda Banken AB (publ), a banking institution incorporated under the laws
      of Sweden, whose corporate seat and registered office is at Kungsträdgårdsgatan 8, SE-106
      40 Stockholm, Sweden, acting through its division SEB Merchant Banking, Securities
      Services] [other bank] shall be the "Paying Agent". The Issuer shall procure that
      there will at all times be a Paying Agent. The Issuer is entitled to appoint other banks
      of international standing as Paying Agent. Furthermore, the Issuer is entitled to
      terminate the appointment of the Paying Agent. In the event of such termination or
      such bank being unable or unwilling to continue to act as Paying Agent, the Issuer
      shall appoint another bank of international standing Paying Agent. Such appointment
      or termination shall be published without undue delay in accordance with § [12].




                                             - 38 -
      The following Paragraphs (2) and (3) shall be applicable to all Notes other than
                              Reverse Convertible Notes

(2)     The Paying Agent shall be held responsible for giving, failing to give, or accepting a
        declaration, or for acting or failing to act, only if, and insofar as, it fails to act with the
        diligence of a conscientious businessman. All determinations and calculations made
        by the Paying Agent shall be made in conjunction with the Issuer and shall, in the
        absence of manifest error, be conclusive in all respects and binding upon the Issuer
        and all Noteholders.

(3)     The Paying Agent acting in such capacity, acts only as agent of the Issuer. There is
        no agency or fiduciary relationship between the Paying Agent and the Noteholders.
        The Paying Agent is hereby granted exemption from the restrictions of § 181 of the
        German Civil Code and any similar restrictions of the applicable laws of any other
        country.


The following Paragraphs (2)-(4) shall only be applicable to Reverse Convertible Notes

(2)     [Commerzbank Aktiengesellschaft [address] / [other bank]] shall be the
        "Calculation Agent". The Issuer shall procure that as long as [interest rates have to
        be determined or other] determinations have to be made in accordance with these
        Terms and Conditions there shall at all times be a Calculation Agent. The Issuer
        reserves the right at any time to terminate the appointment of the Calculation Agent.
        In the event of such termination or of the appointed office of any such bank being
        unable or unwilling to continue to act as Calculation Agent (as the case may be) the
        Issuer shall appoint an appropriate office of another leading bank to act Calculation
        Agent. The appointment of another Calculation Agent shall be published without delay
        by the Issuer in accordance with § [12].

(3)     The Paying Agent and the Calculation Agent shall be held responsible for giving,
        failing to give, or accepting a declaration, or for acting or failing to act, only if, and
        insofar as, they fail to act with the diligence of a conscientious businessman. All
        determinations and calculations made by the Paying Agent and the Calculation Agent
        shall be made in conjunction with the Issuer and shall, in the absence of manifest
        error, be conclusive in all respects and binding upon the Issuer and all Noteholders.

(4)     The Paying Agent and the Calculation Agent acting in such capacity, act only as
        agents of the Issuer. There is no agency or fiduciary relationship between the Paying
        Agent and the Calculation Agent on the one hand and the Noteholders on the other
        hand. The Paying Agent and the Calculation Agent are hereby granted exemption
        from the restrictions of § 181 of the German Civil Code and any similar restrictions of
        the applicable laws of any other country.


                                               § 10
                                          (TERMINATION)

(1)     Each holder of Notes is entitled to declare his Notes due and to require the
        redemption of his Notes at the Early Redemption Amount pursuant to § 4 Paragraph
        (3) as provided hereinafter, if:

        (a)    the Issuer is in default for more than 30 days in the payment of principal or
               interest [to be added in the event of Reverse Convertible Notes: and/or
               delivery] under these Terms and Conditions;



                                                - 39 -
         (b)    the Issuer violates any other obligation under these Terms and Conditions, and
                such violation continues for 60 days after receipt of written notice thereof from
                the respective Noteholder;
         (c)    the Issuer is wound up or dissolved whether by a resolution of the
                shareholders or otherwise (except in connection with a merger or
                reorganisation in such a way that all of the assets and liabilities of the Issuer
                pass to another legal person in universal succession by operation of law);
         (d)    the Issuer ceases its payments and this continues for 60 days, or admits to be
                unable to pay its debts;
         (e)    any insolvency proceedings are instituted against the Issuer which shall not
                have been dismissed or stayed within 60 days after their institution or the
                Issuer applies for the institution of such proceedings, or offers or makes an
                arrangement for the benefit of its creditors or the Federal Financial Supervisory
                Authority (BaFin) opens insolvency proceedings against the Issuer or
         (f)    in the case of a substitution of the Issuer within the meaning of § [11]
                Paragraph (4)(b) any of the events set forth in sub-paragraphs (c)-(e) above
                occurs in respect of the Guarantor.

         The right to declare Notes due shall terminate if the circumstances giving rise to it
         have been remedied before such right is exercised.

(2)      The right to declare Notes due pursuant to Paragraph (1) shall be exercised by a
         holder of Notes by delivering or sending by registered mail to the Paying Agent a
         written notice which shall state the principal amount of the Notes called for redemption
         and shall enclose evidence of ownership reasonably satisfactory to the Paying Agent.


                                       § [11]
                   (SUBSTITUTION OF ISSUER, BRANCH DESIGNATION)

(1) Any other company may at any time during the lifetime of the Notes, subject to paragraph
    (2), assume upon notice by the Issuer to be given in accordance with § 12, all obligations
    of the Issuer under these Terms and Conditions of the Notes. Upon any such
    substitution, such substitute company (hereinafter called "New Issuer") shall succeed to,
    and be substituted for, and may exercise every right and power, of the Issuer under these
    Terms and Conditions with the same effect as if the New Issuer had been named as the
    Issuer herein, and, in the case of a repeated application of this § 11, each previous New
    Issuer shall be released from its obligations hereunder and from its liability as obligor
    under the Notes.
      In the event of such substitution, any reference in these Terms and Conditions (except for
      this § 11) to the Issuer shall from then on be deemed to refer to the New Issuer.
(2) Such assumption shall be permitted only if
      (a) the New Issuer has agreed to indemnify and hold harmless each Noteholder against
          any tax, duty, assessment or governmental charge imposed on the Noteholder in
          respect of such substitution;
      (b) the Issuer (in this capacity hereinafter referred to as the "Guarantor") has
          unconditionally and irrevocably guaranteed fulfilment by the New Issuer of all
          payment obligations assumed by it for the benefit of the Noteholders and the terms of
          the Guarantee has been published in accordance with § 12;
      (c) the New Issuer has obtained all governmental authorisations, approvals, consents
          and permissions necessary in the jurisdictions where the New Issuer is domiciled or
          the country under the laws of which it is organised; and
      (d) VPC has given its consent to the substitution (which consent shall not be
          unreasonably withheld or delayed).

                                              - 40 -
(3)     Following any substitution of the Issuer for a New Issuer, this § 11 shall continue to
        apply and may be used again.

(4)     The Issuer may at any time, designate by publication in accordance with § [12] any
        branch (Betriebsstätte) of the Issuer outside the Federal Republic of Germany as the
        branch (Betriebsstätte) primarily responsible for the due and punctual payment in
        respect of the Notes then outstanding and the performance of all of the Issuer's other
        obligations under the Notes then outstanding.

        Paragraphs (2 and (3) of this § [11] shall apply mutatis mutandis to such designation.


                                            § [12]
                                           NOTICES

Notices to be sent by the Issuer to the Noteholders shall, at the discretion of the Issuer, be
disseminated by using either or both methods set forth in (1) and (2) below:

(1)     Notices to the Noteholders relating to the Notes may be published in a newspaper
        with nation-wide circulation in Sweden; and/or

(2)     Notices may be given to the Noteholders at the addresses registered in the VPC
        System in accordance with the CSD Rules. Such notices shall be deemed to have
        been received five Business Days after despatch.


                                            § [13]
                                      (FINAL CLAUSES)

      The following Paragraph (1) shall be applicable to all Notes other than Reverse
                                   Convertible Notes.

(1)     The form and content of the Notes and the rights and duties of the Noteholders, the
        Issuer and the Paying Agent shall in all respects be governed by the laws of the
        Kingdom of Sweden.


  The following Paragraph (1) shall only be applicable to Reverse Convertible Notes

(1)     The form and content of the Notes and the rights and duties of the Noteholders, the
        Issuer, the Calculation Agent and the Paying Agent shall in all respects be governed
        by the laws of the Kingdom of Sweden.


             The following Paragraphs (2)-(5) shall be applicable to all Notes

(2)     Should any provision of these Terms and Conditions be or become void in whole or in
        part, the other provisions shall remain in force. Void provisions shall be replaced in
        accordance with the meaning and purpose of these Terms and Conditions.

(3)     Place of jurisdiction shall be Stockholm.

(4)     The English version of these Terms and Conditions shall be binding. Any translation is
        for convenience only.


                                              - 41 -
      TERMS AND CONDITIONS SET 2 (NOTES OTHER THAN FIXED RATE NOTES)

PROGRAMME TERMS AND CONDITIONS OF NOTES WITH A PRINCIPAL AMOUNT
WHERE

(1) THE REDEMPTION AMOUNT EITHER IS

(i) AT PAR, OR

(ii) AT A SPECIFIED RATE ABOVE OR BELOW PAR, OR

(iii) TO BE DETERMINED BY REFERENCE TO AN EXCHANGE RATE, AN INDEX, A
BOND, A SHARE, ANY OTHER SECURITY, A FUTURE, A FUND, A STRADDLE, A
COMMODITY, SWAP RATE(S), INTEREST RATE(S), ANY OTHER UNDERLYING, A
BASKET OR INDEX CONSISTING OF ANY OF THE BEFOREMENTIONED AND/OR
FORMULA(E) (THE NOTES REFERRED TO UNDER (iii) THE "REDEMPTION
STRUCTURED NOTES")

AND WHERE

(2) THE INTEREST IS AS FOLLOWS:

(i) INTEREST RATE IS FLOATING (THE "FLOATING RATE NOTES"), OR

(ii) INTEREST RATE OR INTEREST AMOUNT IS TO BE DETERMINED BY REFERENCE
TO AN EXCHANGE RATE, AN INDEX, A BOND, A SHARE, ANY OTHER SECURITY, A
FUTURE, A FUND, A STRADDLE, A COMMODITY, SWAP RATE(S), INTEREST RATE(S),
ANY OTHER UNDERLYING, A BASKET OR INDEX CONSISTING OF ANY OF THE
BEFOREMENTIONED AND/OR FORMULA(E) FOR SOME OR ALL INTEREST PERIODS,
PROVIDED THAT INTEREST PERIODS FOR WHICH THE INTEREST RATE OR
INTEREST AMOUNT IS NOT DETERMINED IN SUCH A WAY MAY BE OR MAY HAVE A
FLOATING OR FIXED RATE (THE "INTEREST STRUCTURED NOTES"), OR

(iii) THERE IS NO INTEREST


The following terms and conditions apply to the Notes issued with ISIN [ISIN] and Tranche
No. [number] under the Notes/Certificates Programme of Commerzbank Aktiengesellschaft
(the "Programme").




                                        §1
                              (FORM, TRANSFERABILITY)

                 The following Paragraph shall be applicable to Notes in bearer form

(1)    This issue of Commerzbank Aktiengesellschaft, Frankfurt am Main, Federal Republic
       of Germany (the "Issuer") is issued in [SEK/EUR] (the "Issue Currency") in the
       aggregate principal amount of [amount] (in words: ([currency, amount]) represented
       by notes (the "Notes") payable to Noteholder and ranking pari passu among
       themselves in the denomination of [currency] [denomination] each.

(2)    The Securities will be issued in dematerialised form and will only be evidenced by
       book entries in the system of the Swedish Central Securities Depositary VPC AB, Box
                                          - 42 -
      7822, 103 97 Stockholm, (“VPC”) for registration of securities and settlement of
      securities transactions (the “VPC System”) in accordance with the Swedish Financial
      Instruments Accounts Act (1998:1479). There will be neither global bearer securities
      nor definitive securities.

(3)   Transfers of the Notes and other registration measures shall be made in accordance
      with the Swedish Financial Instruments Accounts Act (1998:1479), the regulations,
      rules and operating procedures applicable to and/or issued by VPC (the “CSD
      Rules”).

(4)   Holder of the Notes shall be any person that is registered on a VPC-account as
      holder of a Note or, where applicable, any other person acknowledged as the holder
      pursuant to the CSD Rules (the “Noteholder”). For nominee registered Notes the
      authorised nominee shall be considered to be the Noteholder.

(5)   The Issuer reserves the right to issue from time to time without the consent of the
      Noteholders another tranche of Notes with substantially identical terms, so that the
      same shall be consolidated to form a single series and increase the aggregate
      principal amount of the Notes. The term "Notes" shall, in the event of such
      consolidation, also comprise such additionally issued notes.


        The following § 2 shall be applicable to all Notes not bearing interest

                                           §2
                                       (INTEREST)

      The Notes shall not bear any interest.


           The following § 2 shall be applicable to Floating Rate Notes only

                                           §2
                                       (INTEREST)

(1)   The Notes bear interest at a rate of the Reference Interest Rate determined in
      accordance with Paragraph (4) [plus / minus] [margin] as from [Interest
      Commencement Date] (exclusive) (the "Interest Commencement Date") up to the
      first Interest Payment Date (exclusive) and thereafter as from any Interest Payment
      Date (exclusive) up to the next following Interest Payment Date (inclusive) (each such
      period being an "Interest Period"). Interest is payable in arrear for each Interest
      Period on the relevant Interest Payment Date. Subject to the following Paragraph and
      to Paragraph (2), "Interest Payment Date" means [Interest Payment Dates].


The following Paragraph shall be added to Paragraph (1) if the Floating Rate Business
                              Day Convention applies

      If any such Interest Payment Date is not a Payment Business Day (§ 5 Paragraph
      (3)), then such Interest Payment Date shall be postponed to the next day that is a
      Payment Business Day unless it would thereby fall into the next calendar month, in
      which event (i) interest shall be payable on the immediately preceding Payment
      Business Day and (ii) on each subsequent Interest Payment Date interest shall be
      payable on the last Payment Business Day of the month in which such Interest
      Payment Date would have fallen had it not been subject to adjustment.



                                           - 43 -
  The following Paragraph shall be added to Paragraph (1) if the Following Business
                              Day Convention applies

      If any such Interest Payment Date is not a Payment Business Day (§ 5 Paragraph
      (3)), then such date shall be postponed to the next day that is a Payment Business
      Day.


  The following Paragraph shall be added to Paragraph (1) if the Modified Following
                         Business Day Convention applies

      If any such Interest Payment Date (except for the last Interest Payment Date) is not a
      Payment Business Day (§ 5 Paragraph (3)), then such Interest Payment Date shall
      be postponed to the next day that is a Payment Business Day unless it would thereby
      fall into the next calendar month, in which event the Interest Payment Date shall be
      the immediately preceding Payment Business Day. Regarding the last Interest
      Payment Date § 5 Paragraph (3) shall apply mutatis mutandis.


  The following Paragraph shall be added to Paragraph (1) if the Preceding Business
                              Day Convention applies

      If any such Interest Payment Date is not a Payment Business Day (§ 5 Paragraph
      (3)), then the Interest Payment Date shall be the immediately preceding Payment
      Business Day.


       The following Paragraphs shall be applicable to all Floating Rate Notes

(2)   The Notes will cease to bear interest at the end of the day preceding the date on
      which they become due for redemption, even if payment is made later than on the due
      date determined by the calendar in accordance with § 5 Paragraph (3).

(3)   Should the Issuer for any reason whatsoever fail to provide to the Paying Agent, when
      due, the necessary funds for the redemption of the Notes, then interest on the
      outstanding principal amount of such Notes will continue to accrue until the payment
      of such principal has been effected, however not beyond the fourteenth day after the
      date on which the necessary funds have been provided to the Paying Agent and
      notice thereof has been given by publication in accordance with § 12.


 The following Paragraph (4) shall be applicable to all Floating Rate Notes (except for
                                  Reverse Floaters)

(4)   The interest rate in respect of the Notes for each Interest Period shall be expressed
      as a rate per annum. This rate is equal to the Reference Interest Rate determined in
      accordance with Paragraph (5) [plus / minus] [margin], and shall be determined for
      each Interest Period [two / [other number] [on the first]] Business Day[s] [prior to the
      commencement] of each Interest Period (the "Interest Determination Date") by the
      Calculation Agent. A "Business Day" in the meaning of this § 2 Paragraph (4) shall
      be any day [(other than a Saturday or Sunday) on which commercial banks are open
      for business in [Frankfurt am Main / London / [other city]] / [and] on which the Trans-
      European Automated Real-Time Gross settlement Express Transfer system
      (TARGET-System) settles payments].




                                           - 44 -
          The following Paragraph (4) shall be applicable to Reverse Floaters only

(4)      The interest rate in respect of the Notes for each Interest Period shall be expressed
         as a rate per annum. This rate is equal to [interest rate] less the Reference Interest
         Rate determined in accordance with Paragraph (5) and shall be determined for each
         Interest Period [two / [other number]] [on the first] Business Day[s] prior to the
         commencement of each Interest Period (the "Interest Determination Date") by the
         Calculation Agent. A "Business Day" in the meaning of this § 2 Paragraph (4) shall
         be any day [(other than a Saturday or Sunday) on which commercial banks are open
         for business in [Frankfurt am Main / London / [other city]] / [and] on which the Trans-
         European Automated Real-Time Gross settlement Express Transfer system
         (TARGET-System) settles payments].


      The following Paragraphs (5) and (6) shall be applicable to all Floating Rate Notes
                               (including Reverse Floaters)

(5)      [Number]-months [EURIBOR/LIBOR] (the "Reference Interest Rate") is the interest
         rate expressed as a rate per annum published on screen page [relevant screen
         page] (or any successor page of the aforementioned agency or a screen page of
         another agency) (the "Screen Page") on the Interest Determination Date at or about
         [11.00 a.m. / [other time]] ([Brussels / London] time) for deposits in the Issue
         Currency for the relevant Interest Period. If the Calculation Agent cannot determine
         the Reference Interest Rate as aforementioned, because the Screen Page is not
         published, or if the Calculation Agent cannot make such determination for any other
         reason, then the Reference Interest Rate for the respective Interest Period shall be
         the arithmetic mean [(rounded, if necessary, to the nearest one thousandth of a
         percentage point, 0.0005 being rounded upwards) / (rounded, if necessary, to the
         nearest one hundred thousandth of a percentage point, 0.000005 being rounded
         upwards)] determined by the Calculation Agent of the interest rates which five
         reference banks selected by the Calculation Agent in conjunction with the Issuer (the
         "Reference Banks"), quote to prime banks on the relevant Interest Determination
         Date for deposits in the Issue Currency for such Interest Period. Should two or more
         of the Reference Banks provide the relevant quotation, the arithmetic mean shall be
         calculated as described above on the basis of the quotations supplied. If less than two
         Reference Banks provide a quotation, then the Reference Interest Rate for the
         respective Interest Period shall be determined by the Calculation Agent in its
         reasonable discretion.

(6)      The Calculation Agent shall notify the Issuer, the Paying Agent, the Clearing System
         and, if so required by its rules, the stock exchange on which the Notes are listed,
         without undue delay, but in no event later than the first day of the relevant Interest
         Period, of the interest rate determined with respect to the relevant Interest Period, the
         amount payable in respect of each Note as well as the respective Interest Payment
         Date. The Paying Agent shall without delay publish the interest rate, the interest
         amount payable in respect of each Note and the Interest Payment Date in accordance
         with § [12] hereof. In the event of an extension or a shortening of the Interest Period,
         the amount of interest payable and the Interest Payment Date may be subsequently
         amended, or appropriate alternative arrangements may be made by way of
         adjustment by the Calculation Agent of which adjustment the Issuer, the Paying
         Agent, the Clearing System and, if so required by its rules, the stock exchange on
         which the Notes are listed shall be notified with undue delay.




                                               - 45 -
 The following Paragraph shall only be applicable to Notes having a minimum interest
                                         rate

(•)      In the event that the interest rate determined with respect to an Interest Period
         pursuant to this § 2 is less than [minimum interest rate], the interest rate for such
         Interest Period shall be [minimum interest rate].


The following Paragraph shall only be applicable to Notes having a maximum interest
                                        rate

(•)      In the event that the interest rate determined with respect to an Interest Period
         pursuant to this § 2 is greater than [maximum interest rate], the interest rate for such
         Interest Period shall be [maximum interest rate].


      The following Paragraph shall be applicable to all Floating Rate Notes (including
                                     Reverse Floaters)

(•)      The calculation of interest


 The following Paragraph shall only be applicable if "Actual/Actual" is the agreed Day
                                   Count Fraction

         shall be effected on the basis of the actual number of days elapsed divided by 365 or
         (if a 29 February falls within the relevant interest determination period) divided by 366.


The following Paragraph shall only be applicable if "Actual/Actual" (ISDA) is the agreed
                                 Day Count Fraction

         shall be effected on the basis of the actual number of days in this interest
         determination period divided by 365 (or, if any portion of that interest determination
         period falls in a leap year, the sum of (A) the actual number of days in that portion of
         the interest determination period falling in a leap year divided by 366 and (B) the
         actual number of days in that portion of the interest determination period falling in a
         non-leap year divided by 365).


      The following Paragraph shall only be applicable if "Actual/Actual (ICMA)" is the
                               agreed Day Count Fraction

         [(a)   for an Interest Calculation Period which is equal to or shorter than an Interest
                Determination Period, shall be effected on the basis of the actual number of
                days elapsed divided by the product of (x) the number of days in the Interest
                Determination Period and (y) the number of Interest Determination Periods
                normally ending in any year,

         (b)    for an Interest Calculation Period which is longer than an Interest
                Determination Period, shall be effected on the basis of the sum of
                 (i)  the actual number of days elapsed in the Interest Determination Period
                      during which the period, with respect to which interest is to be
                      calculated, begins, divided by the product of (x) the number of days in
                      such Interest Determination Period and (y) the number of Interest
                      Determination Periods normally ending in any year

                                               - 46 -
              and
              (ii) the actual number of days elapsed in the next Interest Determination
                   Period divided by the product of (x) the number of days in such Interest
                   Determination Period and (y) the number of Interest Determination
                   Periods normally ending in any year.

"Interest Determination Period" means the period from (but excluding) the preceding
Interest Payment Date to (and including) the next Interest Payment Date.]
"Interest Calculation Period" means (i) the period from (but excluding) the Interest
Commencement Date to (and including) the first Interest Payment Date, (ii) each period from
(but excluding) the preceding Interest Payment Date to (and including) the next Interest
Payment Date as well as (iii) the period from (but excluding) the last Interest Payment Date
to (but excluding) the date on which the Notes are redeemed, provided that such redemption
date is not identical with an Interest Payment Date.]
[shall be effected on the basis of the actual number of days (actual/actual according to ICMA
Rule 251).]


 The following Paragraph shall only be applicable if "Actual/365 (Fixed)" is the agreed
                                Day Count Fraction

      shall be effected on the basis of a 365 day year and on the basis of the actual number
      of days elapsed.


  The following Paragraph shall only be applicable if "30/360" or "360/360" or "Bond
                      Basis" is the agreed Day Count Fraction

      shall be effected on the basis of a 360 day year consisting of 12 months of 30 days
      each and, in the case of an incomplete month, on the basis of the actual number of
      days elapsed. If the last day of the calculation period is the 31st day of a month but the
      first day of the calculation period is a day other than the 30th or the 31st day of a
      month, the month that includes that last day shall not be considered to be shortened
      to a 30-day month. If the last day of the calculation period is the last day of the month
      of February, the month of February shall not be considered to be lengthened to a 30-
      day month.


 The following Paragraph shall only be applicable if "30E/360" or "Eurobond Basis" is
                          the agreed Day Count Fraction

      shall be effected on the basis of a 360 day year consisting of 12 months of 30 days
      each and, in the case of an incomplete month, on the basis of the actual number of
      days elapsed without regard to the date of the first day or last day of the calculation
      period.


  The following Paragraph shall only be applicable if "Actual/360" is the agreed Day
                                  Count Fraction

      shall be effected on the basis of a 360 day year and on the basis of the actual number
      of days elapsed.




                                            - 47 -
          The following § 2 shall be applicable to Interest Structured Notes only

                                              §2
                                          (INTEREST)

[(1)]   The Notes bear interest pursuant to the following provisions. The [interest rate /
        interest amount] shall be determined by the Calculation Agent as follows: [insert
        applicable provisions, including but not limited to an amount and/or formula(e)
        and/or additional definitions, if appropriate].

[(2)    The Calculation Agent shall notify the Issuer, the Paying Agent, the Clearing System
        and, if so required by its rules, the stock exchange on which the Notes are listed,
        without delay of the interest rate determined with respect to the relevant Interest
        Period, the amount payable in respect of each Note as well as the respective Interest
        Payment Date. Paying Agent shall without delay publish the interest rate, the interest
        amount payable in respect of each Note and the Interest Payment Date in accordance
        with § [12] hereof.]

        [insert additional provisions regarding market disruption, settlement disruption,
                adjustment clauses and/or regarding other aspects, if appropriate]


                                              §3
                                         (REPAYMENT)

[(1)]   The Notes will be redeemed at [par (the "Final Redemption Amount") / the Final
        Redemption Amount] on [Redemption Date] (the "Redemption Date").

[(2)    The "Final Redemption Amount" shall be [insert applicable provisions, including
        but not limited to an amount and/or formula(e) and/or additional definitions
        and/or provisions regarding market disruption, settlement disruption,
        adjustment clauses and/or other aspects, if appropriate]]


         The following § 4 shall apply if the gross-up tax clause of § 6 is selected

                                       §4
                    (EARLY REDEMPTION, REPURCHASE OF NOTES)

 The following Paragraph (1) shall be applicable to all Notes with respect to which the
                         Issuer does not have a Call Option

(1)     [Subject to the provisions in • and except] [Except] as provided in § 6, the Issuer shall
        not be entitled to redeem the Notes prior to the Redemption Date.


 The following Paragraph (1) shall be applicable to all Notes with respect to which the
                               Issuer has a Call Option

(1)     The Issuer shall, in addition to the right to redeem the Notes prior to the Redemption
        Date in accordance with § 6, have the right upon not less than [number of days]
        days' prior notice to be given by publication in accordance with § [12], to redeem prior
        to the Redemption Date all, but not less than all, of the outstanding Notes in
        accordance with the following provisions:

        [Insert applicable provisions]


                                              - 48 -
 The following Paragraph (2) shall be applicable to all Notes with respect to which the
                       Noteholders do not have a Put Option

(2)      Except as provided in § 10, the holders of the Notes shall not be entitled to call for
         redemption of the Notes prior to the Redemption Date.


 The following Paragraph (2) shall be applicable to all Notes with respect to which the
                           Noteholders have a Put Option

(2)      Each holder of Notes shall, in addition to the right to call for redemption in accordance
         with § 10, be entitled upon not less than [number of days] days' prior written notice
         to the Paying Agent, to call his Notes for advance repayment in accordance with the
         following provisions:
         [insert applicable provisions]


      The following Paragraph (3) shall apply to all Floating Rate Notes combined with
                                    redemption at par

(3)      If the Notes are called for redemption due to an event having occurred as described in
         § 6 Paragraph (3) or in § 10, as the case may be, they shall be redeemed at par plus
         accrued interest (the "Early Redemption Amount").


  The following Paragraph (3) shall apply to all Notes other than Floating Rate Notes
                         combined with redemption at par

(3)      If the Notes are called for redemption due to an event having occurred as described in
         § 6 Paragraph (3) or in § 10, as the case may be, they shall be redeemed at the
         "Early Redemption Amount" which shall be determined as follows:
         [insert applicable provisions]


      The following Paragraph (4) shall be applicable to all Notes with Automatic Early
                                        Redemption

(4)      Notwithstanding any other rights to redeem the Notes prior to the Redemption Date in
         accordance with these Terms and Conditions, the Notes shall be terminated
         automatically and redeemed on the Early Redemption Date at the Automatic Early
         Redemption Amount.

         [Insert applicable provisions, including but not limited to early termination
         trigger event(s), definitions of Early Redemption Date(s) and Automatic Early
         Redemption Amount(s) and/or other amount(s) and/or formula(e) and/or
         additional definitions and/or provisions regarding market disruption, settlement
         disruption, adjustment clauses and/or other aspects, if appropriate]


                 The following Paragraph (5) shall be applicable to all Notes

(5)      The Issuer may at any time purchase Notes in the market or otherwise. Notes
         repurchased by or on behalf of the Issuer may be held by the Issuer, re-issued, resold
         or surrendered to the Paying Agent for cancellation.


                                               - 49 -
        The following § 4 shall apply if the gross-up tax clause of § 6 is not selected

                                        §4
                     (EARLY REDEMPTION, REPURCHASE OF NOTES)

 The following Paragraph (1) shall be applicable to all Notes with respect to which the
                         Issuer does not have a Call Option

(1)      [Subject to the provisions in •, the] [The] Issuer shall not be entitled to redeem the
         Notes prior to the Redemption Date.


 The following Paragraph (1) shall be applicable to all Notes with respect to which the
                               Issuer has a Call Option

(1)      The Issuer shall have the right upon not less than [number of days] days' prior notice
         to be given by publication in accordance with § [12], to redeem prior to the
         Redemption Date all, but not less than all, of the outstanding Notes in accordance
         with the following provisions:
         [Insert applicable provisions]


 The following Paragraph (2) shall be applicable to all Notes with respect to which the
                       Noteholders do not have a Put Option

(2)      Except as provided in § 10, the holders of the Notes shall not be entitled to call for
         redemption of the Notes prior to the Redemption Date.


 The following Paragraph (2) shall be applicable to all Notes with respect to which the
                           Noteholders have a Put Option

(2)      Each holder of Notes shall, in addition to the right to call for redemption in accordance
         with § 10, be entitled upon not less than [number of days] days' prior written notice
         to the Paying Agent, to call his Notes for advance repayment in accordance with the
         following provisions:
         [insert applicable provisions]


      The following Paragraph (3) shall apply to all Floating Rate Notes combined with
                                    redemption at par

(3)      If the Notes are called for redemption due to an event having occurred as described in
         § 10 they shall be redeemed at par plus accrued interest (the "Early Redemption
         Amount").


  The following Paragraph (3) shall apply to all Notes other than Floating Rate Notes
                         combined with redemption at par

(3)      If the Notes are called for redemption due to an event having occurred as described in
         § 10 they shall be redeemed at the "Early Redemption Amount" which shall be
         determined as follows:
         [insert applicable provisions]


                                               - 50 -
      The following Paragraph (4) shall be applicable to all Notes with Automatic Early
                                        Redemption

(4)      Notwithstanding any other rights to redeem the Notes prior to the Redemption Date in
         accordance with these Terms and Conditions, the Notes shall be terminated
         automatically and redeemed on the Early Redemption Date at the Automatic Early
         Redemption Amount.

         [Insert applicable provisions, including but not limited to early termination
         trigger event(s), definitions of Early Redemption Date(s) and Automatic Early
         Redemption Amount(s) and/or other amount(s) and/or formula(e) and/or
         additional definitions and/or provisions regarding market disruption, settlement
         disruption, adjustment clauses and/or other aspects, if appropriate]


                  The following Paragraph shall be applicable to all Notes

(•)      The Issuer may at any time purchase Notes in the market or otherwise. Notes
         repurchased by or on behalf of the Issuer may be held by the Issuer, re-issued, resold
         or surrendered to the Paying Agent for cancellation.


                                             §5
                                         (PAYMENTS)

 The following Paragraph (1) shall be applicable to all Notes (except for dual currency
                                        Notes)

(1)      The Issuer irrevocably undertakes to pay, as and when due, all amounts payable
         pursuant to these Terms and Conditions in the Issue Currency.

(2)      All amounts payable pursuant to these Terms and Conditions shall be made to the
         Noteholder recorded as such on the fifth business day (as defined by the then
         applicable CSD Rules) before the due date for such payment, or such other business
         day falling closer to the due date as then may be stipulated in said Rules.

 (3)     All payments will be transmitted by the VPC to the Noteholders in accordance with the
         CSD Rules.


 The following Paragraph (1) shall only be applicable to dual currency Notes

(1)      The Issuer irrevocably undertakes to pay, as and when due, all amounts payable
         pursuant to these Terms and Conditions pursuant to the following provisions: [insert
         applicable provisions].

(2)      All amounts payable pursuant to these Terms and Conditions shall be made to the
         Noteholder recorded as such on the fifth business day (as defined by the then
         applicable CSD Rules) before the due date for such payment, or such other business
         day falling closer to the due date as then may be stipulated in said Rules.

         (3)     All payments will be transmitted by the VPC to the Noteholders in accordance
         with the CSD Rules.




                                              - 51 -
  The following Paragraphs (4) and (5) shall apply if the gross-up tax clause of § 6 is
                                       selected

(4)   Any reference in these Terms and Conditions to principal in respect of the Notes shall
      include:
      (a)    any Additional Amounts which may be payable with respect to principal
             pursuant to § 6; [and]
      (b)    the Final Redemption Amount of the Notes at the Redemption Date; and
      (c)    the Early Redemption Amount in the case of early redemption of the Notes
             pursuant to § 6 Paragraph (3) and § 10[.][; and]


The following Paragraph (d) shall be applicable in the case of Notes with a Call and/or
                                      Put Option

      (d)    the Early Redemption Amount in the case of early redemption of the Notes
             pursuant to § 4.


  The following Paragraph (•) shall be applicable in the case of Notes with Automatic
                                   Early Redemption

      (•)    the Automatic Early Redemption Amount in the case of early redemption of the
             Notes pursuant to § 4.

(5)   All payments are subject in all cases to any applicable fiscal or other laws, regulations
      and directives, but without prejudice to the provisions of § 6. No commission or
      expense shall be charged to the Noteholders in respect of such payments.


The following Paragraphs (4) and (5) shall apply if the gross-up tax clause of § 6 is not
                                       selected

(4)   Any reference in these Terms and Conditions to principal in respect of the Notes shall
      include:
      (a)    the Final Redemption Amount of the Notes at the Redemption Date; and
      (b)    the Early Redemption Amount in the case of early redemption of the Notes
             pursuant to § 10[.][; and]


The following Paragraph (c) shall be applicable in the case of Notes with a Call and/or
                                      Put Option

      (c)    the Early Redemption Amount in the case of early redemption of the Notes
             pursuant to § 4.


  The following Paragraph (•) shall be applicable in the case of Notes with Automatic
                                   Early Redemption

      (•)    the Automatic Early Redemption Amount in the case of early redemption of the
             Notes pursuant to § 4.

(5)   All payments are subject in all cases to any applicable fiscal or other laws, regulations
      and directives.


                                            - 52 -
                                             §6
                                           (TAXES)

 The following Paragraph shall only be applicable to Notes with respect to which the
Noteholder has to pay taxes, fees of other duties (Noteholder tax responsibility clause)

All present and future taxes, fees or other duties in connection with the Notes shall be borne
and paid by the Noteholders. The Issuer is entitled to withhold from payments to be made
under the Notes any taxes, fees and/or duties payable by the Noteholder in accordance with
the previous sentence.


 The following paragraphs shall only be applicable to Notes with respect to which the
      Noteholder does not have to pay taxes, fees or other duties under certain
                        circumstances (gross-up tax clause)

(1)    All amounts payable under the Notes will be paid without deduction or withholding for
       or on account of any present or future taxes, duties or governmental charges
       whatsoever imposed or levied by or on behalf of the Federal Republic of Germany or
       any taxing authority therein, unless the Issuer is compelled by a law or other
       regulation to deduct or withhold such taxes, duties or governmental charges. In that
       event, the Issuer shall pay such additional amounts (the "Additional Amounts") as
       may be necessary in order that the net amounts after such deduction or withholding
       shall equal the amounts that would have been payable if no such deduction or
       withholding had been made.

(2)    No Additional Amounts shall be payable pursuant to Paragraph (1) with respect to
       taxes, duties or governmental charges
       (a)    for which a Noteholder is liable because of a connection with the Federal
              Republic of Germany or another member state of the European Union other
              than the mere fact of his being the holder of the Notes or the interest claims the
              Coupons;
       (b)    to which the Noteholder would not be subject if he had presented his Notes for
              payment within 30 days from the due date for payment, or, if the necessary
              funds were not provided to the Paying Agent appointed pursuant to § 9 when
              due, within 30 days from the date on which such funds are provided to the
              Paying Agent and a notice to that effect has been published in accordance with
              § [12];
       (c)    which would not be payable if the Notes had been kept in safe custody with,
              and the payments had been collected by, a credit institution;
       (d)    which are deducted or withheld by a Paying Agent, if the payment could have
              been made by another Paying Agent without such deduction or withholding; or
       (e)    which are deducted or withheld pursuant to (i) any European Union Directive or
              Regulation concerning the taxation of interest income, or (ii) any international
              treaty or understanding relating to such taxation and to which the Federal
              Republic of Germany or another member state of the European Union or the
              European Union is party, or (iii) any provision of law implementing or complying
              with, or introduced to conform with, such Directive, regulation, treaty or
              understanding.


          The following Paragraph (3) shall apply to all Notes bearing interest

(3)    If at any future time as a result of a change of the laws applicable in the Federal
       Republic of Germany or a change in their official application, the Issuer is required, or
       at the time of the next succeeding payment due in respect of principal or interest will

                                             - 53 -
      be required, to pay Additional Amounts as provided in § 6 Paragraph (1) the Issuer
      will be entitled, upon not less than 30 days' and not more than 60 days' notice to be
      given by publication in accordance with § [12], prior to the Redemption Date to
      redeem all Notes at the Early Redemption Amount. No redemption pursuant to this
      § 6 Paragraph (3) shall be made more than 30 days prior to the date on which such
      change of the laws or their official application becomes applicable to the Notes for the
      first time.


        The following Paragraph (3) shall apply to all Notes not bearing interest

(3)   If at any future time as a result of a change of the laws applicable in the Federal
      Republic of Germany or a change in their official application, the Issuer is required, or
      at the time of the next succeeding payment due in respect of principal will be required,
      to pay Additional Amounts as provided in § 6 Paragraph (1) the Issuer will be entitled,
      upon not less than 30 days' and not more than 60 days' notice to be given by
      publication in accordance with § [12], prior to the Redemption Date to redeem all
      Notes at the Early Redemption Amount. No redemption pursuant to this § 6
      Paragraph (3) shall be made more than 30 days prior to the date on which such
      change of the laws or their official application becomes applicable to the Notes for the
      first time.


                                           §7
                                      (PRESCRIPTION)

      Claims against the Issuer for any payment and/or any other amount payable in
      respect of the Notes shall be prescribed and become void unless made within a
      period of five years after the date on which such payment first becomes due.


                                             §8
                                          (STATUS)

The obligations under the Notes constitute direct, unconditional and unsecured obligations of
the Issuer and rank at least pari passu with all other unsecured and unsubordinated
obligations of the Issuer (save for such exceptions as may exist from time to time under
applicable law).

                                             §9
                                          (AGENTS)

(1)   [Skandinaviska Enskilda Banken AB (publ), a banking institution incorporated under the laws
      of Sweden, whose corporate seat and registered office is at Kungsträdgårdsgatan 8, SE-106
      40 Stockholm, Sweden, acting through its division SEB Merchant Banking, Securities
      Services] [other bank]] shall be the "Paying Agent". The Issuer shall procure that
      there will at all times be a Paying Agent. The Issuer is entitled to appoint other banks
      of international standing as Paying Agent. Furthermore, the Issuer is entitled to
      terminate the appointment of thel Paying Agent. In the event of such termination or
      such bank being unable or unwilling to continue to act as Paying Agent, the Issuer
      shall appoint another bank of international standing as Paying Agent. Such
      appointment or termination shall be published without undue delay in accordance with
      § [12].

(2)   [Commerzbank Aktiengesellschaft [address] / [other bank]] shall be the
      "Calculation Agent". The Issuer shall procure that as long as [interest rates have to
      be determined or other] determinations have to be made in accordance with these

                                             - 54 -
      Terms and Conditions there shall at all times be a Calculation Agent. The Issuer
      reserves the right at any time to terminate the appointment of the Calculation Agent.
      In the event of such termination or of the appointed office of any such bank being
      unable or unwilling to continue to act as Calculation Agent (as the case may be) the
      Issuer shall appoint an appropriate office of another leading bank to act Calculation
      Agent. The appointment of another Calculation Agent shall be published without delay
      by the Issuer in accordance with § [12].

(3)   The Paying Agent and the Calculation Agent shall be held responsible for giving,
      failing to give, or accepting a declaration, or for acting or failing to act, only if, and
      insofar as, they fail to act with the diligence of a conscientious businessman. All
      determinations and calculations made by the Paying Agent and the Calculation Agent
      shall be made in conjunction with the Issuer and shall, in the absence of manifest
      error, be conclusive in all respects and binding upon the Issuer and all Noteholders.

(4)   The Paying Agent and the Calculation Agent acting in such capacity, act only as
      agents of the Issuer. There is no agency or fiduciary relationship between the Paying
      Agent and the Calculation Agent on the one hand and the Noteholders on the other
      hand. The Paying Agent and the Calculation Agent are hereby granted exemption
      from the restrictions of § 181 of the German Civil Code and any similar restrictions of
      the applicable laws of any other country.


                                            § 10
                                       (TERMINATION)

(1)   Each holder of Notes is entitled to declare his Notes due and to require the
      redemption of his Notes at the Early Redemption Amount pursuant to § 4 Paragraph
      (3) as provided hereinafter, if:


            The following Paragraph (a) shall apply to all Notes bearing interest

      (a)      the Issuer is in default for more than 30 days in the payment of principal or
               interest under these Terms and Conditions;


       The following Paragraph (a) shall apply to all Notes not bearing interest

      (a)      the Issuer is in default for more than 30 days in the payment of principal under
               these Terms and Conditions;


                     The following Paragraphs shall apply to all Notes

      (b)      the Issuer violates any other obligation under these Terms and Conditions, and
               such violation continues for 60 days after receipt of written notice thereof from
               the respective Noteholder;
      (c)      the Issuer is wound up or dissolved whether by a resolution of the
               shareholders or otherwise (except in connection with a merger or
               reorganisation in such a way that all of the assets and liabilities of the Issuer
               pass to another legal person in universal succession by operation of law);
      (d)      the Issuer ceases its payments and this continues for 60 days, or admits to be
               unable to pay its debts;
      (e)      any insolvency proceedings are instituted against the Issuer which shall not
               have been dismissed or stayed within 60 days after their institution or the
               Issuer applies for the institution of such proceedings, or offers or makes an

                                             - 55 -
                arrangement for the benefit of its creditors or the Federal Financial Supervisory
                Authority (BaFin) opens insolvency proceedings against the Issuer or
         (f)    in the case of a substitution of the Issuer within the meaning of § [11]
                Paragraph (4)(b) any of the events set forth in sub-paragraphs (c)-(e) above
                occurs in respect of the Guarantor.

         The right to declare Notes due shall terminate if the circumstances giving rise to it
         have been remedied before such right is exercised.

(2)      The right to declare Notes due pursuant to Paragraph (1) shall be exercised by a
         holder of Notes by delivering or sending by registered mail to the Paying Agent a
         written notice which shall state the principal amount of the Notes called for redemption
         and shall enclose evidence of ownership reasonably satisfactory to the Paying Agent.


                                       § [11]
                   (SUBSTITUTION OF ISSUER, BRANCH DESIGNATION)

(1) Any other company may at any time during the lifetime of the Notes, subject to paragraph
    (2), assume upon notice by the Issuer to be given in accordance with § 12, all obligations
    of the Issuer under these Terms and Conditions of the Notes. Upon any such
    substitution, such substitute company (hereinafter called "New Issuer") shall succeed to,
    and be substituted for, and may exercise every right and power, of the Issuer under these
    Terms and Conditions with the same effect as if the New Issuer had been named as the
    Issuer herein, and, in the case of a repeated application of this § 11, each previous New
    Issuer shall be released from its obligations hereunder and from its liability as obligor
    under the Notes.
      In the event of such substitution, any reference in these Terms and Conditions (except for
      this § 11) to the Issuer shall from then on be deemed to refer to the New Issuer.
(2) Such assumption shall be permitted only if
      (a) the New Issuer has agreed to indemnify and hold harmless each Noteholder against
          any tax, duty, assessment or governmental charge imposed on the Noteholder in
          respect of such substitution;
      (b) the Issuer (in this capacity hereinafter referred to as the "Guarantor") has
          unconditionally and irrevocably guaranteed fulfilment by the New Issuer of all
          payment obligations assumed by it for the benefit of the Noteholders and the terms of
          the Guarantee has been published in accordance with § 12;
      (c) the New Issuer has obtained all governmental authorisations, approvals, consents
          and permissions necessary in the jurisdictions where the New Issuer is domiciled or
          the country under the laws of which it is organised; and
      (d) VPC has given its consent to the substitution (which consent shall not be
          unreasonably withheld or delayed).

(3)      Following any substitution of the Issuer for a New Issuer, this § 11 shall continue to
         apply and may be used again.

(4)      The Issuer may at any time, designate by publication in accordance with § [12] any
         branch (Betriebsstätte) of the Issuer outside the Federal Republic of Germany as the
         branch (Betriebsstätte) primarily responsible for the due and punctual payment in
         respect of the Notes then outstanding and the performance of all of the Issuer's other
         obligations under the Notes then outstanding.

         Paragraphs (2) and (3) of this § [11] shall apply mutatis mutandis to such designation.


                                              - 56 -
                                           § [12]
                                         (NOTICES)

Notices to be sent by the Issuer to the Noteholders shall, at the discretion of the Issuer, be
disseminated by using either or both methods set forth in (1) and (2) below:

(1)    Notices to the Noteholders relating to the Notes may be published in a newspaper
       with nation-wide circulation in Sweden; and/or

(2)    Notices may be given to the Noteholders at the addresses registered in the VPC
       System in accordance with the CSD Rules. Such notices shall be deemed to have
       been received five Business Days after despatch.


                                           § [13]
                                     (FINAL CLAUSES)

(1)    The form and content of the Notes and the rights and duties of the Noteholders, the
       Issuer, the Calculation Agent and the Paying Agent shall in all respects be governed
       by the laws of theKingdom of Sweden.

(2)    Should any provision of these Terms and Conditions be or become void in whole or in
       part, the other provisions shall remain in force. Void provisions shall be replaced in
       accordance with the meaning and purpose of these Terms and Conditions.

(3)    Place of jurisdiction shall be Stockholm.

(4)    The English version of these Terms and Conditions shall be binding. Any translation is
       for convenience only.




                                             - 57 -
                      TERMS AND CONDITIONS SET 3 (CERTIFICATES)

PROGRAMME TERMS AND CONDITIONS OF CERTIFICATES WHERE REDEMPTION
AMOUNT OR ADDITIONAL PAYMENTS ARE TO BE DETERMINED BY REFERENCE TO
AN EXCHANGE RATE, AN INDEX, A BOND, A SHARE, ANY OTHER SECURITY, A
FUTURE, A FUND, A STRADDLE, A COMMODITY, SWAP RATE(S), INTEREST RATE(S),
ANY OTHER UNDERLYING, A BASKET OR INDEX CONSISTING OF ANY OF THE
BEFOREMENTIONED AND/OR FORMULA(E) (THE "CERTIFICATES")

The following terms and conditions apply to the Certificates issued with ISIN [ISIN] and
Tranche No. [number] under the Notes/Certificates Programme of Commerzbank
Aktiengesellschaft (the "Programme").


                                            §1
                                  (FORM, TRANSFERABILITY)

               The following Paragraph shall be applicable to Certificates in bearer form

(1)     This issue of Commerzbank Aktiengesellschaft, Frankfurt am Main, Federal Republic
        of Germany (the "Issuer") is issued in [SEK/EUR] (the "Issue Currency") [in the
        aggregate principal amount of [amount] (in words: ([currency, amount])]
        represented by certificates [in the denomination of [currency] [denomination] each,]
        relating to [●] (the "Underlying" [or "●"]) (the "Certificates") payable to
        Certificateholder and ranking pari passu among themselves.

2)       The Securities will be issued in dematerialised form and will only be evidenced by
         book entries in the system of the Swedish Central Securities Depositary VPC AB, Box
         7822, 103 97 Stockholm, (“VPC”) for registration of securities and settlement of
         securities transactions (the “VPC System”) in accordance with the Swedish Financial
         Instruments Accounts Act (1998:1479). There will be neither global bearer securities
         nor definitive securities.

(3)     The Issuer reserves the right to issue from time to time without the consent of the
        Certificateholders another tranche of Certificates with substantially identical terms, so
        that the same shall be consolidated to form a single series and increase the
        aggregate principal amount of the Certificates. The term "Certificates" shall, in the
        event of such consolidation, also comprise such additionally issued Certificates.

(3)      Transfers of the Certificates and other registration measures shall be made in
         accordance with the Swedish Financial Instruments Accounts Act (1998:1479), the
         regulations, rules and operating procedures applicable to and/or issued by VPC (the
         “CSD Rules”).

(4)      Holder of the Certificates shall be any person that is registered on a VPC-account as
         holder of a Certificate or, where applicable, any other person acknowledged as the
         holder pursuant to the CSD Rules (the “Certificateholder”). For nominee registered
         Certificates the authorised nominee shall be considered to be the Certificateholder.


                                               §2
                                           (INTEREST)

      The Certificates shall not bear any interest.


                                               - 58 -
                                       §3
               (REPAYMENT [; OTHER PAYMENTS] [; MARKET DISRUPTION]
                                                            •
                   [; SETTLEMENT DISRUPTION][; ADJUSTMENTS][•])

(1)     The Certificates will be redeemed pursuant to the following provisions on
        [Redemption Date] (the "Redemption Date"). The "Final Redemption Amount"
        shall be determined by the Calculation Agent as follows: [insert applicable
        provisions including formula(e) and/or additional definitions and/or provisions
        regarding repayment by way of physical delivery and/or other aspects, if
        appropriate].

[(2)]   [insert provisions regarding payments in addition to the Final Redemption
        Amount, if appropriate]

[(2)][(3)]       [insert provisions regarding market disruption, settlement disruption,
                 adjustment clauses and/or regarding other aspects, if appropriate]


             The following § 4 applies if the gross-up tax clause of § 6 is selected

                                        §4
                  (EARLY REDEMPTION, REPURCHASE OF CERTIFICATES)

The following Paragraph (1) shall be applicable to all Certificates with respect to which
                       the Issuer does not have a Call Option

(1)     Except as provided in § 6, the Issuer shall not be entitled to redeem the Certificates
        prior to the Redemption Date.


The following Paragraph (1) shall be applicable to all Certificates with respect to which
                             the Issuer has a Call Option

(1)     The Issuer shall, in addition to the right to redeem the Certificates prior to the
        Redemption Date in accordance with § 6, have the right upon not less than [number
        of days] days' prior notice to be given by publication in accordance with § [12], to
        redeem prior to the Redemption Date all, but not less than all, of the outstanding
        Certificates in accordance with the following provisions: [Insert applicable
        provisions]


The following Paragraph (2) shall be applicable to all Certificates with respect to which
                   the Certificateholders do not have a Put Option

(2)     Except as provided in § 10, the Certificateholders shall not be entitled to call for
        redemption of the Certificates prior to the Redemption Date.


The following Paragraph (2) shall be applicable to all Certificates with respect to which
                      the Certificateholders have a Put Option

(2)     Each Certificateholder shall, in addition to the right to call for redemption in
        accordance with § 10, be entitled upon not less than [number of days] days' prior
        written notice to the Paying Agent, to call his Certificates for advance repayment in
        accordance with the following provisions: [insert applicable provisions]


                                              - 59 -
               The following Paragraph (3) shall apply to all Certificates

(3)   If the Certificates are called for redemption due to an event having occurred as
      described in § 6 Paragraph (3) or in § 10, as the case may be, the Certificates shall be
      redeemed at the early redemption amount (the "Early Redemption Amount") which
      shall be determined as follows: [insert applicable provisions]


The following Paragraph (4) shall be applicable to all Certificates with Automatic Early
                                     Redemption

(4)   Notwithstanding any other rights to redeem the Certificates prior to the Redemption
      Date in accordance with these Terms and Conditions, the Certificates shall be
      terminated automatically and redeemed on the Early Redemption Date at the
      Automatic Early Redemption Amount.

      [Insert applicable provisions, including but not limited to early termination
      trigger event(s), definitions of Early Redemption Date(s) and Automatic Early
      Redemption Amount(s) and/or other amount(s) and/or formula(e) and/or
      additional definitions and/or provisions regarding market disruption, settlement
      disruption, adjustment clauses and/or other aspects, if appropriate]


                 The following Paragraph shall apply to all Certificates

(•)   The Issuer may at any time purchase Certificates in the market or otherwise.
      Certificates repurchased by or on behalf of the Issuer may be held by the Issuer, re-
      issued, resold or surrendered to the Paying Agent for cancellation.


       The following § 4 applies if the gross-up tax clause of § 6 is not selected

                                    §4
              (EARLY REDEMPTION, REPURCHASE OF CERTIFICATES)

The following Paragraph (1) shall be applicable to all Certificates with respect to which
                       the Issuer does not have a Call Option

(1)   The Issuer shall not be entitled to redeem the Certificates prior to the Redemption
      Date.


The following Paragraph (1) shall be applicable to all Certificates with respect to which
                             the Issuer has a Call Option

(1)   The Issuer shall have the right upon not less than [number of days] days' prior notice
      to be given by publication in accordance with § [12], to redeem prior to the
      Redemption Date all, but not less than all, of the outstanding Certificates in
      accordance with the following provisions: [Insert applicable provisions]




                                           - 60 -
The following Paragraph (2) shall be applicable to all Certificates with respect to which
                   the Certificateholders do not have a Put Option

(2)       Except as provided in § 10, the Certificateholders shall not be entitled to call for a
          redemption of the Certificates prior to the Redemption Date.


The following Paragraph (2) shall be applicable to all Certificates with respect to which
                      the Certificateholders have a Put Option

(2)       Each Certificateholder shall, in addition to the right to call for redemption in
          accordance with § 10, be entitled upon not less than [number of days] days' prior
          written notice to the Paying Agent, to call his Certificates for advance repayment in
          accordance with the following provisions: [insert applicable provisions]


                   The following Paragraph (3) shall apply to all Certificates

(3)       If the Certificates are called for redemption due to an event having occurred as
          described in § 10 the Certificates shall be redeemed at the early redemption amount
          (the "Early Redemption Amount") which shall be determined as follows: [insert
          applicable provisions]


The following Paragraph (4) shall be applicable to all Certificates with Automatic Early
                                     Redemption

(4)       Notwithstanding any other rights to redeem the Certificates prior to the Redemption
          Date in accordance with these Terms and Conditions, the Certificates shall be
          terminated automatically and redeemed on the Early Redemption Date at the
          Automatic Early Redemption Amount.

          [Insert applicable provisions, including but not limited to early termination
          trigger event(s), definitions of Early Redemption Date(s) and Automatic Early
          Redemption Amount(s) and/or other amount(s) and/or formula(e) and/or
          additional definitions and/or provisions regarding market disruption, settlement
          disruption, adjustment clauses and/or other aspects, if appropriate]


                    The following Paragraph shall apply to all Certificates

(•)       The Issuer may at any time purchase Certificates in the market or otherwise.
          Certificates repurchased by or on behalf of the Issuer may be held by the Issuer, re-
          issued, resold or surrendered to the Paying Agent for cancellation.


      The following § 5 shall apply to all Certificates in the case of cash settlement only

                                              §5
                                          (PAYMENTS)

              The following Paragraph (1) shall be applicable to all Certificates

(1)       Subject to an early redemption, the Issuer irrevocably undertakes to pay the Final
          Redemption Amount on the Redemption Date pursuant to these Terms and
          Conditions in the Issue Currency.


                                               - 61 -
(2)      All amounts payable pursuant to these Terms and Conditions shall be made to the
         Certificateholder recorded as such on the fifth business day (as defined by the then
         applicable CSD Rules) before the due date for such payment, or such other business
         day falling closer to the due date as then may be stipulated in said Rules.

(3)      All payments will be transmitted by the VPC to the Certificateholders in accordance
         with the CSD Rules.

         [insert applicable provisions regarding payments in addition to the Final
         Redemption Amount, if appropriate]


       The following paragraph (4) applies if the gross-up tax clause of § 6 is selected

(4)      All payments are subject in all cases to any applicable fiscal or other laws, regulations
         and directives, but without prejudice to the provisions of § 6. No commission or
         expense shall be charged to the Certificateholders in respect of such payments.


  The following paragraph (4) applies if the gross-up tax clause of § 6 is not selected

(4)      All payments are subject in all cases to any applicable fiscal or other laws, regulations
         and directives.


The following § 5 shall apply to all Certificates in the case there is cash settlement and
                                     physical delivery

                                         §5
                       (PAYMENTS; DELIVERY OF THE UNDERLYING)

[(1)     The Issuer irrevocably undertakes to pay in the Issue Currency, as and when due, all
         amounts payable or to deliver, as and when due, the Underlying pursuant to these
         Terms and Conditions and in accordance with the CSD Rules.

(2)      All amounts payable pursuant to these Terms and Conditions shall be made to the
         Certificateholder recorded as such on the fifth business day (as defined by the then
         applicable CSD Rules) before the due date for such payment, or such other business
         day falling closer to the due date as then may be stipulated in said Rules.

(3)      All payments will be transmitted by the VPC to the Certificateholders in accordance
         with the CSD Rules.


 The following paragraphs (4) shall apply if the gross-up tax clause of § 6 is selected

(4)      All payments are subject in all cases to any applicable fiscal or other laws, regulations
         and directives, but without prejudice to the provisions of § 6. No commission or
         expense shall be charged to the Certificateholders in respect of such payments.


       The following paragraphs (4) shall apply if the gross-up tax clause of § 6 is not
                                          selected

(4)      All payments are subject in all cases to any applicable fiscal or other laws, regulations
         and directives.

                                               - 62 -
[Alternatively: Insert applicable provisions]


  The following § 5 shall apply to all Certificates in the case there is physical delivery

                                        §5
                         (DELIVERY OF [THE UNDERLYING] [•])

[insert applicable provisions]


                                           §6
                                         (TAXES)

The following paragraph shall only be applicable to Certificates with respect to which
             the Certificateholder has to pay taxes, fees or other duties
                    (Certificateholder tax responsibility clause)

      All present and future taxes, fees or other duties in connection with the Certificates
      shall be borne and paid by the Certificateholders. The Issuer is entitled to withhold
      from payments to be made under the Certificates any taxes, fees and/or duties
      payable by the Certificateholder in accordance with the previous sentence.


The following paragraphs shall only be applicable to Certificates with respect to which
 the Certificateholder does not have to pay taxes, fees or other duties under certain
                         circumstances (gross-up tax clause)

(1)   All amounts payable under the Certificates will be paid without deduction or
      withholding for or on account of any present or future taxes, duties or governmental
      charges whatsoever imposed or levied by or on behalf of the Federal Republic of
      Germany or any taxing authority therein, unless the Issuer is compelled by a law or
      other regulation to deduct or withhold such taxes, duties or governmental charges. In
      that event, the Issuer shall pay such additional amounts (the "Additional Amounts")
      as may be necessary in order that the net amounts after such deduction or
      withholding shall equal the amounts that would have been payable if no such
      deduction or withholding had been made.

(2)   No Additional Amounts shall be payable pursuant to Paragraph (1) with respect to
      taxes, duties or governmental charges
      (a)    for which a Certificateholder is liable because of a connection with the Federal
             Republic of Germany or another member state of the European Union other
             than the mere fact of his being the holder of the Certificates;
      (b)    to which the Certificateholder would not be subject if he had presented his
             Certificates for payment within 30 days from the due date for payment, or, if the
             necessary funds were not provided to the Paying Agent when due, within 30
             days from the date on which such funds are provided to the Paying Agent and
             a notice to that effect has been published in accordance with § [12];
      (c)    which would not be payable if the Certificates had been kept in safe custody
             with, and the payments had been collected by, a credit institution;
      (d)    which are deducted or withheld by a Paying Agent, if the payment could have
             been made by another Paying Agent without such deduction or withholding; or
      (e)    which are deducted or withheld pursuant to (i) any European Union Directive or
             Regulation concerning the taxation of interest income, or (ii) any international
             treaty or understanding relating to such taxation and to which the Federal

                                           - 63 -
             Republic of Germany or another member state of the European Union or the
             European Union is party, or (iii) any provision of law implementing or complying
             with, or introduced to conform with, such Directive, regulation, treaty or
             understanding.

(3)   If at any future time as a result of a change of the laws applicable in the Federal
      Republic of Germany or a change in their official application, the Issuer is required, or
      at the time of the next succeeding payment due will be required, to pay Additional
      Amounts as provided in § 6 Paragraph (1) the Issuer will be entitled, upon not less
      than 30 days' and not more than 60 days' notice to be given by publication in
      accordance with § [12], prior to the Redemption Date to redeem all Certificates at the
      Early Redemption Amount. No redemption pursuant to this § 6 Paragraph (3) shall be
      made more than 30 days prior to the date on which such change of the laws or their
      official application becomes applicable to the Certificates for the first time.


                                          § [7]
                                      PRESCRIPTION)

Claims against the Issuer for any payment and/or any other amount payable in respect of the
Certificates shall be prescribed and become void unless made within a period of five years
after the date on which such payment first becomes due.



                                            § [8]
                                          (STATUS)

The obligations under the Certificates constitute direct, unconditional and unsecured
obligations of the Issuer and rank at least pari passu with all other unsecured and
unsubordinated obligations of the Issuer (save for such exceptions as may exist from time to
time under applicable law).



                                            § [9]
                                          (AGENTS)

(1)   [Skandinaviska Enskilda Banken AB (publ), a banking institution incorporated under the laws
      of Sweden, whose corporate seat and registered office is at Kungsträdgårdsgatan 8, SE-106
      40 Stockholm, Sweden, acting through its division SEB Merchant Banking, Securities
      Services] [other bank]] shall be the "Paying Agent". The Issuer shall procure that
      there will at all times be a Paying Agent. The Issuer is entitled to appoint other banks
      of international standing as Paying Agent. Furthermore, the Issuer is entitled to
      terminate the appointment of the Paying Agent In the event of such termination or
      such bank being unable or unwilling to continue to act as Paying Agent, the Issuer
      shall appoint another bank of international standing as Paying Agent. Such
      appointment or termination shall be published without undue delay in accordance with
      § [12].

(2)   [Commerzbank Aktiengesellschaft [address] / [other bank]] shall be the
      "Calculation Agent". The Issuer shall procure that as long as determinations have to
      be made in accordance with these Terms and Conditions there shall at all times be a
      Calculation Agent. The Issuer reserves the right at any time to terminate the
      appointment of the Calculation Agent. In the event of such termination or of the
      appointed office of any such bank being unable or unwilling to continue to act as
      Calculation Agent (as the case may be) the Issuer shall appoint an appropriate office
      of another leading bank to act Calculation Agent. The appointment of another


                                             - 64 -
      Calculation Agent shall be published without delay by the Issuer in accordance with
      § [12].

(3)   The Paying Agent and the Calculation Agent shall be held responsible for giving,
      failing to give, or accepting a declaration, or for acting or failing to act, only if, and
      insofar as, they fail to act with the diligence of a conscientious businessman. All
      determinations and calculations made by the Paying Agent and the Calculation Agent
      shall be made in conjunction with the Issuer and shall, in the absence of manifest
      error, be conclusive in all respects and binding upon the Issuer and all
      Certificateholders.

(4)   The Paying Agent and the Calculation Agent acting in such capacity, act only as
      agents of the Issuer. There is no agency or fiduciary relationship between the Paying
      Agent and the Calculation Agent on the one hand and the Certificateholders on the
      other hand. The Paying Agent and the Calculation Agent are hereby granted
      exemption from the restrictions of § 181 of the German Civil Code and any similar
      restrictions of the applicable laws of any other country.


                                          § [10]
                                      (TERMINATION)

(1)   Each Certificateholder is entitled to declare his Certificates due and to require the
      redemption of his Certificates at the Early Redemption Amount pursuant to § 4
      Paragraph (3) as provided hereinafter, if:

      (a)    the Issuer is in default for more than 30 days in payments [shall be added if
             Certificates contain a delivery obligation: and/or deliveries] under these
             Terms and Conditions;
      (b)    the Issuer violates any other obligation under these Terms and Conditions, and
             such violation continues for 60 days after receipt of written notice thereof from
             the respective Certificateholder;
      (c)    the Issuer is wound up or dissolved whether by a resolution of the
             shareholders or otherwise (except in connection with a merger or
             reorganisation in such a way that all of the assets and liabilities of the Issuer
             pass to another legal person in universal succession by operation of law);
      (d)    the Issuer ceases its payments and this continues for 60 days, or admits to be
             unable to pay its debts;
      (e)    any insolvency proceedings are instituted against the Issuer which shall not
             have been dismissed or stayed within 60 days after their institution or the
             Issuer applies for the institution of such proceedings, or offers or makes an
             arrangement for the benefit of its creditors or the Federal Financial Supervisory
             Authority (BaFin) opens insolvency proceedings against the Issuer or
      (f)    in the case of a substitution of the Issuer within the meaning of § [11]
             Paragraph (4)(b) any of the events set forth in sub-paragraphs (c)-(e) above
             occurs in respect of the Guarantor.

      The right to declare Certificates due shall terminate if the circumstances giving rise to
      it have been remedied before such right is exercised.

(2)   The right to declare Certificates due pursuant to Paragraph (1) shall be exercised by a
      holder of Certificates by delivering or sending by registered mail to the Paying Agent a
      written notice which shall state the amount of the Certificates called for redemption
      and shall enclose evidence of ownership reasonably satisfactory to the Paying Agent.




                                            - 65 -
                                       § [11]
                   (SUBSTITUTION OF ISSUER, BRANCH DESIGNATION)

(1) Any other company may at any time during the lifetime of the Certificates, subject to
    paragraph (2), assume upon notice by the Issuer to be given in accordance with § 12, all
    obligations of the Issuer under these Terms and Conditions of the Certificates. Upon any
    such substitution, such substitute company (hereinafter called "New Issuer") shall
    succeed to, and be substituted for, and may exercise every right and power, of the Issuer
    under these Terms and Conditions with the same effect as if the New Issuer had been
    named as the Issuer herein, and, in the case of a repeated application of this § 11, each
    previous New Issuer shall be released from its obligations hereunder and from its liability
    as obligor under the Certificates.
      In the event of such substitution, any reference in these Terms and Conditions (except for
      this § 11) to the Issuer shall from then on be deemed to refer to the New Issuer.
(2) Such assumption shall be permitted only if
      (a) the New Issuer has agreed to indemnify and hold harmless each Certificateholder
          against any tax, duty, assessment or governmental charge imposed on the
          Certificateholder in respect of such substitution;
      (b) the Issuer (in this capacity hereinafter referred to as the "Guarantor") has
          unconditionally and irrevocably guaranteed fulfilment by the New Issuer of all
          payment obligations assumed by it for the benefit of the Certificateholders and the
          terms of the Guarantee has been published in accordance with § 12;
      (c) the New Issuer has obtained all governmental authorisations, approvals, consents
          and permissions necessary in the jurisdictions where the New Issuer is domiciled or
          the country under the laws of which it is organised; and
      (d) VPC has given its consent to the substitution (which consent shall not be
          unreasonably withheld or delayed).
(3) Following any substitution of the Issuer for a New Issuer, this § 7 shall continue to apply
    and may be used again.
(4) The Issuer may at any time, designate by publication in accordance with § [12] any
    branch (Betriebsstätte) of the Issuer outside the Federal Republic of Germany as the
    branch (Betriebsstätte) primarily responsible for the due and punctual payment in respect
    of the Certificates then outstanding and the performance of all of the Issuer's other
    obligations under the Certificates then outstanding.

      Paragraphs (2) and (3) of this § [11] shall apply mutatis mutandis to such designation.


                                             § [12]
                                            NOTICES

Notices to be sent by the Issuer to the Certificateholders shall, at the discretion of the Issuer,
be disseminated by using either or both methods set forth in (1) and (2) below:

(1)      Notices to the Certificateholders relating to the Certificates may be published in a
         newspaper with nation-wide circulation in Sweden; and/or

(2)      Notices may be given to the Certificateholders at the addresses registered in the VPC
         System in accordance with the CSD Rules. Such notices shall be deemed to have
         been received five Business Days after despatch.




                                               - 66 -
                                          § [13]
                                    (FINAL CLAUSES)

(1)   The form and content of the Certificates and the rights and duties of the
      Certificateholders, the Issuer, the Calculation Agent and the Paying Agent shall in all
      respects be governed by the laws of the Kingdom of Sweden.

(2)   Should any provision of these Terms and Conditions be or become void in whole or in
      part, the other provisions shall remain in force. Void provisions shall be replaced in
      accordance with the meaning and purpose of these Terms and Conditions.

(3)   Place of jurisdiction shall be Stockholm.

(4)   The English version of these Terms and Conditions shall be binding. Any translation is
      for convenience only.




                                            - 67 -
                 FORM OF FINAL TERMS (FIXED RATE NOTES)




                    FORM OF FINAL TERMS

                           FINAL TERMS

                                relating to


            COMMERZBANK AKTIENGESELLSCHAFT


[Issue Currency] [Aggregate Principal Amount] [[•] per cent. / Fixed Rate /
     Step-up / Step-down / Reverse Convertible] Notes of 200[•]/20[•]


                             issued under the
                      Notes/Certificates Programme


                                    of
               COMMERZBANK AKTIENGESELLSCHAFT
                                         Date of the Final Terms: [•]
                                         ISIN [•]
                                         Tranche No.: [•]




                                   - 68 -
This document constitutes the Final Terms relating to the issue of Notes under the
Notes/Certificates Programme of Commerzbank Aktiengesellschaft (the "Programme") and
shall be read in conjunction with the Base Prospectus dated • as supplemented from time to
time. Full information on the Issuer and the offer of the Notes is only available on the basis of
the combination of these Final Terms and the Base Prospectus and supplements thereto, if
any. The Base Prospectus and any supplements will be available free of charge at the head
office of the Issuer, Kaiserplatz, 60261 Frankfurt am Main, Federal Republic of Germany and
at the following website of Commerzbank Aktiengesellschaft (www.newissues.de). The
related Final Terms will be made available [in the same form] [•] in the event of a public
offering and/or listing and admission to trading on a regulated market in Sweden.

                                                         I.
                                                Terms and Conditions:


1
 [The Programme Terms and Conditions dated [•],2007 (the "Programme Terms and
Conditions") shall be amended by incorporating the terms of the Final Terms, and by
deleting all provisions not applicable to the respective Tranche of the respective series (the
"Consolidated Terms") in the form attached hereto as Annex 1. The Consolidated Terms
shall replace the Programme Terms and Conditions in their entirety. If and to the extent the
Consolidated Terms deviate from the Programme Terms and Conditions, the Consolidated
Terms shall prevail.]

2
 [The following terms of the Final Terms amend and supplement the Programme Terms and
Conditions dated [•]2007 (the "Programme Terms and Conditions"). If and to the extent
the following terms deviate from the Programme Terms and Conditions, the following terms
shall prevail. [add terms]]




                                                            II.
                                                     Other Conditions

Issue Date                                                     [date]

Issue Price                                                    [•]3

[Offer Period                                                  From [•] to [•]. The Offer Period may be
                                                               extended or shortened.]

[Minimum subscription amount                                   [•]]
[Maximum subscription amount                                   [•]]

German Securities Identification No.                           [•]

Common Code                                                    [•]

ISIN                                                           [•]

1
    Only applicable in case of Consolidated Terms.
2
    Only applicable in case of Supplemented Terms.
3
    Agio needs to be specified if applicable.


                                                          - 69 -
                                                                   [If fungible with an existing series,
                                                                   details of that series, including the date
                                                                   on which the Notes become fungible]

[Other security code(s)                                            [•]]

Listing                                                            [Yes] [insert exchange] / [No]
                                                                   [Issuer] / [None]
[Stabilising Agent]

[Market Making                                                     [•]
                                                                   [(insert name and address of entities
                                                                   which have a firm commitment to act as
                                                                   intermediaries in secondary trading,
                                                                   providing liquidity through bid and offer
                                                                   rates and description of the main terms
                                                                   of their commitment]]

[Targeted investor category                                        [•]]

[Additional Selling Restrictions                                   The following Selling Restrictions shall
                                                                   apply in addition to the Selling
                                                                   Restrictions set forth in the Prospectus:
                                                                   •]
4
    [Additional Risk Factors]


5
    [Additional Taxation Disclosure]


[Additional further Information                                    [Consider inclusion of further information
                                                                   to comply with Annex V and/or XII of the
                                                                   Prospectus Directive Regulation if
                                                                   relevant]]

[Ratings:                                                          [The Issuer has been rated as follows:
                                                                   [S & P: [•]]
                                                                   [Moody's: [•]]
                                                                   [[Other]: [•]]]
                                                                   [Need to include a brief explanation of
                                                                   the meaning of the ratings if this has
                                                                   previously been published by the rating
                                                                   provider.]


                                                                   [The Notes to be issued have been
                                                                   rated:
                                                                   [S & P: [•]]

4
      Specific additional risk factors if appropriate.
5
      Information on taxes on the income from Notes withheld at source in respect of countries where the offer is being made or
      admission to trading is being sought.


                                                             - 70 -
                                                                  [Moody's: [•]]
                                                                  [[Other]: [•]]]
                                                                  [Need to include a brief explanation of
                                                                  the meaning of the ratings if this has
                                                                  previously been published by the rating
                                                                  provider.]
                                                                  [The above disclosure should reflect the
                                                                  rating allocated to Notes of the type
                                                                  being issued under the Programme
                                                                  generally or, where the issue has been
                                                                  specifically rated, that rating.]]
                                                                  So far as the Issuer is aware, no person
[Interests of natural and legal persons
                                                                  involved in the offer of the Notes has an
involved in the issue/offer
                                                                  interest material to the offer."][•].]

Reasons for the offer, estimated net
proceeds and total expenses
6
    [(i) Reasons for the offer                                    [•]]

[(ii)] Estimated net proceeds                                     [•]
                                                                  [If proceeds are intended for more than
                                                                  one use will need to split out and
                                                                  present in order of priority. If proceeds
                                                                  insufficient to fund all proposed uses
                                                                  state amount and sources of other
                                                                  funding.]

[(iii)] Estimated total expenses                                  [•]
                                                                  [Include breakdown of expenses.] [If the
                                                                  Notes are derivative securities to which
                                                                  Annex XII of the Prospectus Directive
                                                                  Regulation applies it is only necessary
                                                                  to include disclosure of net proceeds
                                                                  and total expenses at (ii) and (iii) above
                                                                  where disclosure is included at (i)
                                                                  above.]
7
    [Indication of yield:                                         [•]
                                                                     Calculated as [include details of method
                                                                     of calculation in summary form] on the
                                                                     Issue Date.
                                                                  [As set out above, the yield is calculated
                                                                  at the Issue Date on the basis of the
                                                                  Issue Price. It is not an indication of
                                                                  future yield.]]
8
 [Reverse Convertible Notes only -                                [•]
performance of and other information

6
      If reasons for offer different from making profit and/or hedging certain risks will need to include
      those reasons here.
7
      Only applicable in case of Fixed Rate, Step-up and Step-down Notes


                                                            - 71 -
concerning the Underlying, explanation                            [The information included herein with
of effect on value of investment and                              respect to the underlying] to which
associated risks]                                                 repayment/delivery under the Notes is
                                                                  linked to [•] [(the "Underlying")]
                                                                  [[Entities] (the "Underlying Entities")]
                                                                  and consists only of extracts from, or
                                                                  summaries of, publicly available
                                                                  information. The Issuer accepts
                                                                  responsibility that such information has
                                                                  been correctly extracted or summarised.
                                                                  No further or other responsibility in
                                                                  respect of such information is accepted
                                                                  by the Issuer. In particular, the Issuer
                                                                  accepts no responsibility in respect of
                                                                  the accuracy or completeness of the
                                                                  information set forth herein concerning
                                                                  the Underlying or the Underlying Entities
                                                                  of the Notes or that there has not
                                                                  occurred any event which would affect
                                                                  the accuracy or completeness of such
                                                                  information.]]




8
    Need to include details of where past and future performance and volatility of the index/formula(e)/other variable can be
    obtained and a clear and comprehensive explanation of how the value of the investment is affected by the underlying and
    the circumstances when the risks are most evident. [Where the underlying is an index need to include the name of the index
    and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where
    the information about the index can be obtained. Where the underlying is not an index need to include equivalent
    information.]


                                                            - 72 -
     FORM OF FINAL TERMS (NOTES OTHER THAN FIXED RATE NOTES)




                  FORM OF FINAL TERMS



                         FINAL TERMS

                              relating to


          COMMERZBANK AKTIENGESELLSCHAFT


[Issue Currency] [Aggregate Principal Amount] [Floating Rate / Interest
                   Structured] Notes of 200[•]/20[•]


                           issued under the
                    Notes/Certificates Programme


                                  of
             COMMERZBANK AKTIENGESELLSCHAFT
                                       Date of the Final Terms: [•]
                                       ISIN: [•]
                                       Tranche No.: [•]




                                 - 73 -
This document constitutes the Final Terms relating to the issue of Notes under the
Notes/Certificates Programme of Commerzbank Aktiengesellschaft (the "Programme") and
shall be read in conjunction with the Base Prospectus dated • as supplemented from time to
time. Full information on the Issuer and the offer of the Notes is only available on the basis of
the combination of these Final Terms and the Base Prospectus and supplements thereto, if
any. The Base Prospectus and any supplements will be available free of charge at the head
office of the Issuer, Kaiserplatz, 60261 Frankfurt am Main, Federal Republic of Germany and
at the following website of Commerzbank Aktiengesellschaft (www.newissues.de). The
related Final Terms will be made available [in the same form][•] in the event of a public
offering and/or listing and admission to trading on a regulated market in Sweden.




                                                          I.
                                                 Terms and Conditions:


9
 [The Programme Terms and Conditions dated [•],2007 (the "Programme Terms and
Conditions") shall be amended by incorporating the terms of the Final Terms, and by
deleting all provisions not applicable to the respective Tranche of the respective series (the
"Consolidated Terms") in the form attached hereto as Annex 1. The Consolidated Terms
shall replace the Programme Terms and Conditions in their entirety. If and to the extent the
Consolidated Terms deviate from the Programme Terms and Conditions, the Consolidated
Terms shall prevail.]

10
  [The following terms of the Final Terms amend and supplement the Programme Terms and
Conditions dated [•]2007 (the "Programme Terms and Conditions"). If and to the extent
the following terms deviate from the Programme Terms and Conditions, the following terms
shall prevail. [add terms]]



                                                             II.
                                                      Other Conditions

Issue Date                                                      [date]
Issue Price                                                     [•]11
[Offer Period                                                   From [•] to [•]. The Offer Period may be
                                                                extended or shortened.]]
[Minimum subscription amount                                    [•]]
[Maximum subscription amount                                    [•]]
German Securities Identification No.                            [•]
Common Code                                                     [•]
ISIN                                                            [•]

9
     Only applicable in case of Consolidated Terms.
10
     Only applicable in case of Supplemented Terms.
11
     Agio needs to be specified if applicable.


                                                           - 74 -
                                                                   [If fungible with an existing series,
                                                                   details of that series, including the date
                                                                   on which the Notes become fungible]

[Other security code(s)                                            [•]]

Listing                                                            [Yes] [insert exchange] / [No]
                                                                   [Issuer] / [None]
[Stabilising Agent]
[Market Making                                                     [•]
                                                                   [(insert name and address of entities
                                                                   which have a firm commitment to act as
                                                                   intermediaries in secondary trading,
                                                                   providing liquidity through bid and offer
                                                                   rates and description of the main terms
                                                                   of their commitment]]


[Targeted investor category                                        [•]]
[Additional Selling Restrictions                                   The following Selling Restrictions shall
                                                                   apply in addition to the Selling
                                                                   Restrictions set forth in the Prospectus:
                                                                   •]
12
     [Additional Risk Factors]


13
     [Additional Taxation Disclosure]


[Additional further Information                                    [Consider inclusion of further information
                                                                   to comply with Annex V and/or XII of the
                                                                   Prospectus Regulation if relevant]]
[Ratings:                                                          [The Issuer has been rated as follows:
                                                                   [S & P: [•]]
                                                                   [Moody's: [•]]
                                                                   [[Other]: [•]]]
                                                                   [Need to include a brief explanation of
                                                                   the meaning of the ratings if this has
                                                                   previously been published by the rating
                                                                   provider.]


                                                                   [The Notes to be issued have been
                                                                   rated:
                                                                   [S & P: [•]]

12
      Specific additional risk factors if appropriate.
13
      Information on taxes on the income from Notes withheld at source in respect of countries where the offer is being made or
      admission to trading is being sought.


                                                             - 75 -
                                                                       [Moody's: [•]]
                                                                       [[Other]: [•]]]
                                                                       [Need to include a brief explanation of
                                                                       the meaning of the ratings if this has
                                                                       previously been published by the rating
                                                                       provider.]
                                                                       [The above disclosure should reflect the
                                                                       rating allocated to Notes of the type
                                                                       being issued under the Programme
                                                                       generally or, where the issue has been
                                                                       specifically rated, that rating.]]
[Interests of natural and legal persons                                So far as the Issuer is aware, no person
involved in the issue/offer                                            involved in the offer of the Notes has an
                                                                       interest material to the offer."][•].]
Reasons for the offer, estimated net
proceeds and total expenses
14
     [(i) Reasons for the offer                                        [•]]
[(ii)] Estimated net proceeds                                          [•]
                                                                       [If proceeds are intended for more than
                                                                       one use will need to split out and
                                                                       present in order of priority. If proceeds
                                                                       insufficient to fund all proposed uses
                                                                       state amount and sources of other
                                                                       funding.]
[(iii)] Estimated total expenses                                       [•] [Include breakdown of expenses.] [If
                                                                       the Notes are derivative securities to
                                                                       which Annex XII of the Prospectus
                                                                       Directive Regulation applies it is only
                                                                       necessary to include disclosure of net
                                                                       proceeds and total expenses at (ii) and
                                                                       (iii) above where disclosure is included
                                                                       at (i) above.]
15
     [Indication of yield:                                             [•]
                                                                       Calculated as [include details of method
                                                                       of calculation in summary form] on the
                                                                       Issue Date.
                                                                       [As set out above, the yield is calculated
                                                                       at the Issue Date on the basis of the
                                                                       Issue Price. It is not an indication of
                                                                       future yield.]]




14
       If reasons for offer different from making profit and/or hedging certain risks will need to include those reasons here.
15
      Only applicable in case of Floating Rate Notes


                                                                - 76 -
[Floating Rate Notes only - past and                               Details of past and future
 future interest rates                                             [LIBOR/EURIBOR/other] rates can be
                                                                   obtained from [Telerate][•].]


16
 [Redemption Structured and Interest                               [•]
Structured Notes only - performance of
                                                                   [[The information included herein with
and other information concerning the
                                                                   respect to the underlying] to which
Underlying, explanation of effect on
                                                                   interest payment/repayment under the
value of investment and associated risks
                                                                   Notes is linked to [•] [(the "Underlying")]
                                                                   [[Entities] (the "Underlying Entities")]
                                                                   and consists only of extracts from, or
                                                                   summaries of, publicly available
                                                                   information. The Issuer accepts
                                                                   responsibility that such information has
                                                                   been correctly extracted or summarised.
                                                                   No further or other responsibility in
                                                                   respect of such information is accepted
                                                                   by the Issuer. In particular, the Issuer
                                                                   accepts no responsibility in respect of
                                                                   the accuracy or completeness of the
                                                                   information set forth herein concerning
                                                                   the Underlying or the Underlying Entities
                                                                   of the Notes or that there has not
                                                                   occurred any event which would affect
                                                                   the accuracy or completeness of such
                                                                   information.]]




16
     Need to include details of where past and future performance and volatility of the index/formula(e)/other variable can be
     obtained and a clear and comprehensive explanation of how the value of the investment is affected by the underlying and
     the circumstances when the risks are most evident. [Where the underlying is an index need to include the name of the index
     and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where
     the information about the index can be obtained. Where the underlying is not an index need to include equivalent
     information.]


                                                             - 77 -
    FORM OF FINAL TERMS (CERTIFICATES)




     FORM OF FINAL TERMS

           FINAL TERMS

                relating to


COMMERZBANK AKTIENGESELLSCHAFT


         [Number] [•] Certificates


             issued under the
      Notes/Certificates Programme


                    of
 COMMERZBANK AKTIENGESELLSCHAFT
                         Date of the Final Terms: [•]
                         ISIN [•]
                         Tranche No.: [•]




                   - 78 -
This document constitutes the Final Terms relating to the issue of Certificates under the
Notes/Certificates Programme of Commerzbank Aktiengesellschaft (the "Programme") and
shall be read in conjunction with the Base Prospectus dated • as supplemented from time to
time. Full information on the Issuer and the offer of the Certificates is only available on the
basis of the combination of these Final Terms and the Base Prospectus and supplements
thereto, if any. The Base Prospectus and any supplements will be available free of charge at
the head office of the Issuer, Kaiserplatz, 60261 Frankfurt am Main, Federal Republic of
Germany and at the following website of Commerzbank Aktiengesellschaft
(www.newissues.de). The related Final Terms will be made available [in the same form][•] in
the event of a public offering and/or listing and admission to trading on a regulated market in
Sweden.




                                                           I.
                                                  Terms and Conditions:


17
 [The Programme Terms and Conditions dated [•],2007 (the "Programme Terms and
Conditions") shall be amended by incorporating the terms of the Final Terms, and by
deleting all provisions not applicable to the respective Tranche of the respective series (the
"Consolidated Terms") in the form attached hereto as Annex 1. The Consolidated Terms
shall replace the Programme Terms and Conditions in their entirety. If and to the extent the
Consolidated Terms deviate from the Programme Terms and Conditions, the Consolidated
Terms shall prevail.]

18
  [The following terms of the Final Terms amend and supplement the Programme Terms and
Conditions dated [•]2007 (the "Programme Terms and Conditions"). If and to the extent
the following terms deviate from the Programme Terms and Conditions, the following terms
shall prevail.[add terms]]




                                                             II.
                                                      Other Conditions


Issue Date                                                      [date]
Issue Price                                                     [•]19
[Offer Period                                                   From [•] to [•]. The Offer Period may be
                                                                extended or shortened.]]
[Minimum subscription amount                                    [•]]
[Maximum subscription amount                                    [•]]




17
     Only applicable in case of Consolidated Terms.
18
     Only applicable in case of Supplemented Terms.
19
      Agio needs to be specified if applicable.


                                                           - 79 -
Common Code                                                            [•]
ISIN                                                                   [•]
                                                                       [If fungible with an existing series,
                                                                       details of that series, including the date
                                                                       on which the Certificates become
                                                                       fungible]

[Other security code(s)                                                [•]]

Listing                                                                [Yes] [insert exchange] / [No]
[Stabilising Agent]                                                    [Issuer]/ [None]
[Market Making                                                         [•]
                                                                       [(insert name and address of entities
                                                                       which have a firm commitment to act as
                                                                       intermediaries in secondary trading,
                                                                       providing liquidity through bid and offer
                                                                       rates and description of the main terms
                                                                       of their commitment]]
Targeted investor category                                             [•]]
[Additional Selling Restrictions                                       The following Selling Restrictions shall
                                                                       apply in addition to the Selling
                                                                       Restrictions set forth in the Prospectus:
                                                                       •]
20
     [Additional Risk Factors]
21
     [Additional Taxation Disclosure]
[Additional further Information                                        [Consider inclusion of further information
                                                                       to comply with Annex V and/or Annex XII
                                                                       of the Prospectus Regulation if relevant]]
[Interests of natural and legal persons                                So far as the Issuer is aware, no person
involved in the issue/offer                                            involved in the offer of the Certificates
                                                                       has an interest material to the offer."][•].]
Reasons for the offer, estimated net
proceeds and total expenses
22
     [(i) Reasons for the offer                                        [•]]
[(ii)] Estimated net proceeds                                          [•]
                                                                       [If proceeds are intended for more than
                                                                       one use will need to split out and
                                                                       present in order of priority. If proceeds
                                                                       insufficient to fund all proposed uses
                                                                       state amount and sources of other
                                                                       funding.]

20
      Specific additional risk factors if appropriate.
21
      Information on taxes on the income from Certificates withheld at source in respect of countries where the offer is being
      made or admission to trading is being sought.
22
       If reasons for offer different from making profit and/or hedging certain risks will need to include those reasons here.


                                                                - 80 -
[(iii)] Estimated total expenses                                   [•] [Include breakdown of expenses.] [It
                                                                   is only necessary to include disclosure
                                                                   of net proceeds and total expenses at
                                                                   (ii) and (iii) above where disclosure is
                                                                   included at (i) above.]
23
  Performance of and other information                             [•]
concerning Underlying/Formula(e)/other
                                                                   [[The information included herein with
variable, explanation of effect on value
                                                                   respect to [the underlying to which
of investment and associated risks
                                                                   payments[/delivery under the
                                                                   Certificates] are linked to [•] (the
                                                                   "Underlying")] [[Entities] (the
                                                                   "Underlying Entities")] and consists
                                                                   only of extracts from, or summaries of,
                                                                   publicly available information. The
                                                                   Issuer accepts responsibility that such
                                                                   information has been correctly extracted
                                                                   or summarised. No further or other
                                                                   responsibility in respect of such
                                                                   information is accepted by the Issuer. In
                                                                   particular, the Issuer accepts no
                                                                   responsibility in respect of the accuracy
                                                                   or completeness of the information set
                                                                   forth herein concerning the Underlying
                                                                   [or the Underlying Entities] of the
                                                                   Certificates or that there has not
                                                                   occurred any event which would affect
                                                                   the accuracy or completeness of such
                                                                   information.]]




23
     Need to include details of where past and future performance and volatility of the index/formula(e)/other variable can be
     obtained and a clear and comprehensive explanation of how the value of the investment is affected by the underlying and
     the circumstances when the risks are most evident. [Where the underlying is an index need to include the name of the index
     and a description if composed by the Issuer and if the index is not composed by the Issuer need to include details of where
     the information about the index can be obtained. Where the underlying is not an index need to include equivalent
     information.]


                                                             - 81 -
                                          TAXATION

The following summary of certain tax issues that may arise as a result of holding Securities is
based on current Swedish tax legislation and is intended only as general information for
holders of Securities who are resident or domiciled in Sweden for tax purposes. This
description does not deal comprehensively with all tax consequences that may occur for
holders of Securities, nor does it cover the specific rules where Securities are held by a
partnership or are held as current assets in a business operation. Special tax consequences
that are not described below may also apply for certain categories of taxpayers, including
investment companies, mutual funds and persons who are not resident or domiciled in
Sweden. It is recommended that prospective applicants for Securities consult their own tax
advisers for information with respect to the special tax consequences that may arise as a
result of holding Securities, including the applicability and effect of foreign income tax rules,
provisions contained in double taxation treaties and other rules which may be applicable.
It should be noted that depending on the precise terms of a Note, such as e.g. the absence
of capital protection, a Note may for tax purposes be treated as an option.
Furthermore, if the calculation of the return is related to equity/equity indices as well as other
underlying assets, it is uncertain whether the Securities will be treated as securities taxed in
the same manner as shares or as receivables. However, a Security should be considered as
a security taxed in the same manner as shares if more than 50 per cent. of the value
accretion under the terms of the Security derives from equity/equity indices.

INDIVIDUALS

Capital gains and losses

Individuals and estates of deceased Swedish individuals are subject to tax at a rate of 30 per
cent. on all income from capital, including interest and capital gains on Securities.
The capital gain or loss is calculated to equal the difference between the proceeds after
deduction for divesture expenses and the acquisition cost for tax purposes. The acquisition
cost is determined according to the so-called “average method”. This means that the costs
for acquiring all Securities of the same type and class are added together and determined
collectively, with respect to changes to the holding. Alternatively, the so-called standard rule
(under which the acquisition cost is equal to 20 per cent. of the net sales price) may be
applied on the disposal of listed shares and certain listed securities taxed in the same
manner as shares, such as equity linked notes (cf. below). However, the standard rule does
not apply to options.
As a main rule, 70 per cent. of a capital loss is deductible against any other taxable income
in the capital income category. However, capital losses on listed receivables qualifying as
Swedish receivables (Sw. svenska fordringsrätter) for tax purposes, and listed shares in
mutual funds containing only Swedish receivables, are fully deductible.
Moreover, capital losses on listed shares and listed securities taxed in the same manner as
shares (except for listed shares in mutual funds containing only Swedish receivables) are
fully deductible against taxable capital gains on such assets or on non-listed shares in
Swedish limited liability companies and foreign legal entities. In addition, capital losses on
non-listed shares in Swedish limited liability companies and foreign legal entities are
deductible by five sixths. If capital losses pertain to both listed and non-listed shares, the
losses pertaining to the listed shares are deductible prior to the losses on the non-listed
shares. 70 per cent. of any excess amount is deductible according to the main rule or five
sixths of 70 per cent. is deductible if the capital loss relates to non-listed shares.
If a deficit arises in the income from capital category, a reduction of the tax on income from
employment and from business, as well as the tax on real property, is allowed. The tax
reduction allowed amounts to 30 per cent. of any deficit not exceeding SEK 100,000 and 21

                                              - 82 -
per cent. of any deficit in excess of SEK 100,000. Deficits may not be carried forward to a
subsequent fiscal year.

Various notes

Below is a brief description of tax consequences for certain types of notes. Capital gains are
calculated, and capital losses are deductible, as described under the heading “Individuals,
Capital gain and losses” above.

Zero-coupon bond

The profit from a redemption of a zero-coupon bond is regarded as interest, subject to tax at
the time of redemption. Any appreciation in value realised by a sale prior to maturity is,
however, treated as interest compensation.

Currency linked notes

Currency linked notes are taxed under the capital gains regime. This means that an
appreciation in value is regarded as a capital gain.

Commodity linked notes

Commodity linked notes are taxed under the capital gains regime. This means that an
appreciation in value is regarded as a capital gain.

Share and fund linked notes

Equity and fund linked notes constitute securities taxed in the same manner as shares.
As a main rule, income from equity and fund linked notes is taxed under the capital gains
regime. This means that an appreciation in value normally is regarded as a capital gain. Any
fixed, guaranteed return is, however, taxed as interest and should not form part of any capital
gains calculation.

Settlement, sale and lapse of call options

Cash settled options

Capital gains taxation is triggered on exercise, sale or redemption of a cash settled option.
The acquisition cost is determined according to the so-called “average method” described
above. See also heading “Individuals, Capital gains and losses” above.
If the cash settled option lapses, it is deemed sold for no cost, incurring a loss equal to the
acquisition cost. A loss is deductible as set out above.

Physical delivery options

Taxation is not triggered on the exercise of a physical delivery option, provided that the
relevant underlying asset is delivered. Instead the sale of the underlying asset triggers capital
gains taxation. The acquisition cost for the underlying asset equals the acquisition cost of the
physical delivery option and the exercise price.
A sale or redemption of a physical delivery option triggers taxation. The acquisition cost is
determined according to the so-called “average method” described above. See also heading
“Individuals, Capital gains and losses” above.
If the physical delivery option lapses, it is deemed sold for no cost, incurring a loss equal to
the acquisition cost. A loss is deductible as set out above.




                                             - 83 -
Settlement, sale and lapse of put options

The following applies to both cash settled options and physical delivery options.
Taxation is triggered when the underlying asset is disposed of due to an exercise of a put
option or on cash settlement. The capital gain or loss is calculated to equal the difference
between the sales proceeds (the exercise price) after deduction for sales expenses and the
acquisition cost of the underlying asset for tax purposes and according to the tax rules
applicable to the relevant asset, or the difference between the cash settled sum and the
acquisition cost for the option. This means that rules regarding disposal of shares will apply,
if the relevant put option relates to such assets etc. In case of a physical delivery options, the
acquisition cost of the option is added to the acquisition cost of the underlying asset at the
capital gain assessment.
A sale or redemption of a put option triggers taxation. The rules concerning the acquisition
cost, taxation of gains and the deductibility of capital losses are equal to those relating to call
options and are described above. See heading “Individuals, Settlement, sale and lapse of
call options, Cash settled options” above.
If the put option lapses, it is deemed sold for no cost, incurring a loss equal to the acquisition
cost. A loss is deductible as set out above.

Withholding of tax on interest

The legal entity effecting an interest payment to an individual will normally be required to
withhold Swedish tax, provided that the payment is subject to reporting obligations. The tax
so withheld is normally equal to the final tax on the interest income, which means that there
is generally no further tax payable on the interest.

Wealth tax

Wealth tax is paid by individuals and estates on net wealth exceeding SEK 1,500,000 (SEK
3,000,000 for those who are jointly taxed).

Notes

Listed securities taxed in the same manner as shares, such as equity linked notes, are
valued at 80 per cent. of the listed year-end price. Other listed notes are valued at the listed
year-end price. If the listed value does not comprise accrued interest, the value should be
increased by such interest. Non-listed, interest-bearing notes are usually valued at the
nominal value plus interest due. Non-listed, non-interest-bearing notes are valued at the net
present value. Non-listed equity linked notes and currency linked notes should be valued at
the market value.

Options

Listed securities taxed in the same manner as shares, such as equity linked options, are
valued at 80 per cent. of the listed year-end price. Other listed options are valued at the listed
year-end price. Non-listed options should, however, not subject to wealth tax.

Stamp duty

There is no stamp duty on the issuing, transfer or redemption of Securities in Sweden.

LEGAL ENTITIES

Limited liability companies and other legal entities, except for estates of deceased Swedish
individuals, are taxed on all income as income from business activities at a flat rate of 28 per
cent. Capital gains are calculated as described in the section concerning individuals, see


                                              - 84 -
heading “Individuals, Capital gains and losses” above. However, interest income is taxed on
an accruals basis.
A capital loss is normally tax deductible. Capital losses on shares and other securities taxed
in the same manner as shares incurred by a corporate holder may, however, only be offset
against capital gains on shares or other securities taxed in the same manner as shares.
Capital losses on such assets may also, in certain circumstances, be deducted against
capital gains within the same group of companies on shares and other securities taxed in the
same manner as shares, provided the requirements for group contributions (tax
consolidation) are met.
Capital losses that have not been deducted within a certain year may be carried forward and
offset in the future in accordance with the above.
For limited liability companies and economic associations, capital gains on shares and
certain share related rights held for business purposes are tax exempt. As a result, capital
losses on shares and share related rights that are held for business purposes are not
deductible. The Securities are not treated as share related rights held for business purposes.
However, a capital loss on such instrument is not deductible if the underlying assets, directly
or indirectly, consist of shares or certain share related rights held for business purposes.
As mentioned above, there is no stamp duty on the issuing, transfer or redemption of
Securities in Sweden.


Prospective investors are recommended to consult their own advisors as to the tax
consequences of an investment in the Securities, taking into account the taxation in the
holder's country of residence or deemed residence.




                                             - 85 -
                         OFFERING AND SELLING RESTRICTIONS

The Issuer does not represent that the Base Prospectus and the relevant Final Terms may
be lawfully distributed, or that the Securities may be lawfully offered in any jurisdiction or
pursuant to an exemption available under the laws and regulations of such jurisdiction, or
assume any responsibility for facilitating such distribution or offering. In particular, no action
has been taken by the Issuer which would permit a public offering of the Securities or
distribution of the Base Prospectus and the relevant Final Terms other than asking for the
approval by the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht) ("BaFin") in accordance with the provisions of the German
Securities Prospectus Act (Wertpapierprospektgesetz) and possibly in the future for a
notification of such approval to other states in order to provide for a lawful offer by the Issuer
itself. Accordingly, the Securities may not be offered or sold, directly or indirectly, and neither
this Base Prospectus nor any Final Terms nor any advertisement or other offering material
may be distributed or published in any jurisdiction, except under circumstances which are in
compliance with any applicable laws and regulations.

SELLING RESTRICTIONS WITHIN THE EUROPEAN ECONOMIC AREA

In any member state of the European Economic Area ("EEA") that has implemented
Directive 2003/71/EC (the "Prospectus Directive") (the "Relevant Member State"), the
Securities may, with (and including) the day of entry into effect of the respective
implementation in the Relevant Member State, be publicly offered in the Relevant Member
State, provided that this is permitted under the applicable laws and other legal provisions,
and further provided that
(a)     the Public Offering starts or occurs within a period of 12 months following the
publication of the Prospectus which has been approved by BaFin in accordance with the
provisions of the German Securities Prospectus Act and, if the Securities are publicly offered
in a Relevant Member State other than Germany, the approval has been notified to the
competent authority in such Relevant Member State in accordance with § 18 of the German
Securities Prospectus Act, or
(b)    one of the exemptions set forth in § 3 para. 2 of the German Securities Prospectus
Act exist or, in case of an offering outside of Germany, an exemption from the obligation to
prepare a prospectus exists as set forth in the implementing law of the respective Relevant
Member State in which the Public Offering shall occur.
"Public Offering" means (i) a communication to persons in any form and by any means
presenting sufficient information on the terms of the offer and the securities to be offered, so
as to enable an investor to decide to purchase or subscribe to these securities, as well as (ii)
any additional specifications defined more closely in the implementing law of the respective
Relevant Member State, in which the Public Offering shall occur.
In any EEA member state that has not implemented the Prospectus Directive, the Securities
may only be publicly offered within or from the jurisdiction of such member state, provided
that this is in accordance with the applicable laws and other legal provisions. The Issuer has
not undertaken any steps, nor will the Issuer undertake any steps, aimed at making the
Public Offering of the Securities or their possession or the marketing of offering documents
related to the Securities legal in such jurisdiction if this requires special measures to be
taken.

SELLING RESTRICTIONS OUTSIDE OF THE EUROPEAN ECONOMIC AREA

In a country outside of the EEA, the Securities may only be publicly offered, sold or delivered
within or from the jurisdiction of such country, provided that this is in accordance with the
applicable laws and other legal provisions, and provided further that the Issuer does not incur

                                              - 86 -
any obligations. The Issuer has not undertaken any steps, nor will the Issuer undertake any
steps, aimed at making the Public Offering of the Securities or their possession or the
marketing of offering documents related to the Securities legal in such jurisdiction if this
requires special measures to be taken.

U.S. SELLING RESTRICTIONS

The Securities have not been, and will not be, registered under the United States Securities
Act of 1933, as amended (the “Securities Act”), or with any securities authority of any state of
the United States, and are subject to U.S. tax law requirements and may not be offered or
sold except pursuant to an exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act and in compliance with any applicable state securities
laws. The dealers has agreed that it will not offer, sell or deliver any Notes within the United
States.
In addition, until 40 days after the commencement of the offering of any identifiable tranche
of such Securities, an offer or sale of Securities within the United States by the dealers may
violate the registration requirements of the Securities Act.




                                             - 87 -
                              DESCRIPTION OF THE ISSUER


HISTORY AND DEVELOPMENT


Commerzbank Aktiengesellschaft is a stock corporation under German law and was
established as Commerz- und Disconto-Bank in Hamburg in 1870. The Bank owes its
present form to the re-merger of the post-war successor institutions of 1952 on 1 July, 1958.
The Bank's registered office is located in Frankfurt am Main and its head office is at
Kaiserplatz, 60261 Frankfurt am Main, Federal Republic of Germany (telephone: +49 (0)69
136-20). The Bank is registered in the commercial register of the lower regional court
(Amtsgericht) of Frankfurt am Main under the number HRB 32 000.



PRINCIPAL ACTIVITIES

Commerzbank is a major German private-sector bank. Its products and services for retail
and corporate customers extend to all aspects of banking. The Bank is also active in
specialised fields − partly covered by its subsidiaries − such as mortgage banking and real-
estate business, leasing and asset management. Its services are concentrated on managing
customers’ accounts and handling payments transactions, loan, savings and investments
plans, and also on securities transactions. Additional financial services are offered within the
framework of the Bank’s bancassurance strategy of cooperating with leading companies in
finance-related sectors, including home loan savings schemes and insurance products. The
Commerzbank Group's operating activities are bundled into three divisions: Retail Banking
and Asset Management, Corporate and Investment Banking and Commercial Real Estate,
Public Finance and Treasury.

Retail Banking and Asset Management

The Retail Banking and Asset Management division comprises both traditional retail
operations and support for business customers, the individual service provided for wealthy
private clients and portfolio management.

Private and Business Customers

Commerzbank has roughly 5 million private customers in Germany, who are served through
a network of over 800 branches and an extensive online range of services. The product
range covers the complete palette of retail business, including payments, investment and
securities business as well as home and consumer loans. In combination with the insurance
products of the Bank’s partner Volksfürsorge from the AMB Generali group, Commerzbank
also offers specially tailored solutions for private provision for old age.

The branch of the future project is a systematic continuation of the strengthening of the
branch network. Branches of this type are customer-oriented and focus on consulting and
distribution. Apart from the use of modern self-service machines, administrative functions are
being standardised, streamlined and centralised.

On the internet, a virtual branch is available, offering practically the entire range of a
traditional branch office, including the handling of payments and securities transactions.

The subsidiary comdirect bank AG offers private customers reasonably priced services in
banking and above all in securities business. Its subsidiary comdirect private finance AG

                                             - 88 -
provides additional financial advisory services on more complex topics such as provision for
old age and wealth formation.

Business customers include professionals, the self-employed and businessmen as well as
the proprietors of small companies with annual turnover of up to €2.5 million.
Commerzbank’s business customer relationship managers are stationed at over 600
locations in Germany. The product range has been entirely adapted to the specific needs of
business customers – a combination of solutions for business financial issues and all-
inclusive, individual advice in private financial matters.

Private Banking

In Private Banking, support in all aspects of wealth management is provided. The private
banking services range from individual portfolio and securities management via financial
investment and property management to the management of foundations, legacies and
wealth. In addition to such traditional forms of investment as equities and bonds, investment
funds and certificates, there is a focus on offering alternative investments such as hedge
funds, guarantee products and asset-backed securities.

With its roughly 40 locations, Commerzbank currently offers a nationwide density in private
banking services in Germany. Internationally, four centres of competence up to now in
Zurich, Geneva, Luxembourg and Singapore round off the Bank’s services for wealth private
clients directly in leading financial centres and offshore markets.

Asset Management

Most assets under management are concentrated at the companies in Frankfurt, London and
Paris. Within an overall multi-boutique approach, these serve as centres of competence for
individual markets. Asset Management is divided into German Asset Management,
comprising the COMINVEST group, COMSELECT and private portfolio management;
International Asset Management, comprising the major participations Jupiter International
and Caisse Centrale de Réescompte.

Corporate and Investment Banking

The two segments of the Corporate and Investment Banking division – Mittelstand, and
Corporates & Markets – maintain business relationships with small, medium-sized and large
corporate customers worldwide and are responsible for the Bank’s customer-based market
activities.

Mittelstand

The Mittelstand segment looks after small to medium-sized companies (SMEs) with a
turnover of between €2.5 million and €250 million at 166 branches. Furthermore, larger
German Corporates are served through specialised larger corporates centres in the five
locations Hamburg, Düsseldorf, Frankfurt, Stuttgart and Munich. In addition to German
corporate business, the Central and Eastern European region, and the activities of the Polish
subsidiary BRE Bank SA are bundled in this segment.

The customer base of the Mittelstand segment has been expanded over the past few years,
thanks to an initiative launched to attract new customers. In addition, the Mittelstand segment
has produced several important product initiatives. Cooperation with the Bank’s investment-
banking unit has been made more intensive, leading to stronger sales of structured finance
and capital-market products to SME clients. In the interest, currency and liquidity
management area, the main drivers are money-market and derivatives, while in the area of
trade finance and transaction services payments business is the main source of revenue.

                                             - 89 -
In the course of the reorganisation realised in May 2006, Financial Institutions now forms part
of the Mittelstand segment. This is to strengthen its links with Mittelstand business, and
services relating to foreign commercial business can be tailored even more closely to the
needs of the corporate customers and their availability improved even further.

Corporates & Markets

The Corporates & Markets business line is divided up into the sections Markets, Sales,
Corporate Finance and Research, on the Markets side, and into Multinational Companies,
London, Western Europe and South Africa, and USA, on the Corporates side. Last year,
Corporates & Markets initially underwent a far-reaching strategic repositioning: Following a
loss in the third quarter of 2004, unprofitable business lines were cast off and altogether
some 900 front- and back-office jobs were cut.

By far the largest business line in Markets, with considerable growth over the past few years,
is equity derivatives. Retail investors are the most important customer group for these
products, followed by institutional investors. Corporate customers are still the smallest
customer group, but sales of hedge products to them are expected to become increasingly
important.

Foreign exchange, is strongly linked to the Bank’s corporate customer base. Over the past
few years, however, some diversification of the customer base has been achieved, with sales
of FX and gold/silver warrants giving Commerzbank a prominent place with German retail
customers. The focus is now also on improving the structured products that are offered in
order to achieve an even stronger position with corporate clients and substantially increase
institutional business.

The inclusion on the Western European branches and Commerzbank's corporate banking
activities in the US and South Africa in the Corporates & Markets segment has created a
regionally more diverse portfolio, which essentially means that more large corporate
customers have been added to a portfolio previously dominated by multinationals.

Commercial Real Estate, Public Finance and Treasury

This division was newly established in May 2006 in the course of Europhypo AG’s integration
into the Commerzbank Group. In the Commercial Real Estate department Eurohypo AG's
commercial real estate acitivities as well as the business activities of CommerzLeasing und
Immobilien AG, Commerz Grundbesitzgesellschaft mbH and CORECD Real Estate
Consulting and Development GmbH are bundled. Public Finance comprises the public
finance acitivities of Eurohypo AG as well as the business activities of Hypothekenbank in
Essen AG and Erste Europäische Pfandbrief- und Kommunalkreditbank AG in Luxemburg.
Furthermore, Group Treasury forms part of this division.

PRINCIPAL MARKETS

Commerzbank's business activities are mainly concentrated on the German market, where
as an integrated provider of financial services, it maintains a nationwide branch network for
offering advice and selling products to all its groups of customers. In corporate business, in
Europe UK, France, Spain, Italy, the Netherlands, Belgium, Luxembourg, Hungary, the
Czeck Republic, Poland and Russia and overseas the USA are considered core markets.




                                             - 90 -
ORGANISATIONAL STRUCTURE

Structure of the Commerzbank Group

                                       BOARD OF MANAGING DIRECTORS

                                              Corporate divisions

                                                                                Commercial
                             Retail Banking          Corporate and
      Group
                               and Asset              Investment
                                                                                Real Estate,         SERVICES
    Management                                                                Public Finance
                              Management                Banking
                                                                               and Treasury
• Accounting and Taxes    • Private Banking        Mittelstand                • Commercial Real      • Organization
• Credit Risk and         • Private and Business   • Corporate Banking          Estate               • Information
…Economic Capital           Customers              • Financial Institutions   • CommerzLeasing         Technology
  Control                 • Retail Credit          • BRE Bank SA                und Immobilien AG    • Transaction
• Credit Risk             • comdirect bank AG      • Corporates &             • Commerzgrund-          Banking
  Management Private      • German Asset             Markets                    besitzgesellschaft
  and Business              Management                                          mbH
  Customers               • International Asset                               • Group Treasury
• Financial Controlling     Management                                        • Public Finance
• Global Credit Risk
  Management
  Commercial Real
  Estate and Public
  Finance                    DOMESTIC AND FOREIGN BRANCH
• Global Credit Risk                   NETWORK
  Management
  Corporates & Markets      COOPERATION IN BANCASSURANCE
• Group Communications                  AREA
• Group Compliance
• Human Resources
• Internal Auditing
• Legal Services
• Risk Strategy/Market
  and Operational Risk
  Control
• Strategy and
  Controlling



                                                   Group companies and major holdings




                                                      - 91 -
                   • Commerzbank             • Commerzbank Zrt.    • EUROHYPO AG         • Commerz
                     International S.A.      • Commerzbank         • Hypothekenbank in     Business
                   • Commerzbank               (Eurasija) SAO        Essen AG              Consulting AG
                     (Switzerland) Ltd       • Commerzbank         • Erste Europäische   • pdv.com
                   • COMMERZ                   (South East Asia)     Pfandbrief- und       Beratungs -
                     PARTNER                   Ltd.                  Kommunalkredit-       GmbH
                   • Beratungs-              • Commerz (East         bank AG             • SOLTRX
                     gesellschaft für          Asia) Ltd.                                  Solutions for
                     Vorsorge- und           • P.T. Bank                                   financial
                     Finanzprodukte mbH        Finconesia                                  business GmbH
                   • Commerz Service         • Commerzbank
                     GmbH                      Capital Markets
                   • COMINVEST Asset           Corp.
                     Management GmbH
                   • COMINVEST Asset
                     Management Ltd.
                   • COMINVEST Asset
                     Management S.A.
                   • Caisse Centrale de
                     Réescompte, S.A.
                   • Jupiter International
                     Group plc
                   • Commerzbank
                     Europe (Ireland)
                   • Commerz
                     Grundbesitz-
                     gesellschaft mbH




For further information about the holdings of Commerzbank Group please see pages 160 -
179 of this Base Prospectus.




                                               - 92 -
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES


BOARD OF MANAGING DIRECTORS

The Board of Managing Directors currently consists of the following members:

Klaus-Peter Müller, Frankfurt am Main, Chairman
Strategy and Controlling, Group Communications

Martin Blessing, Frankfurt am Main
Corporate Banking, Financial Institutions, BRE Bank SA, Information Technology,
Transaction Banking, Central and Eastern Europe, Asia

Wolfgang Hartmann, Frankfurt am Main
Risk Control, Credit Risk Management Private and Business Customers, Global Credit Risk
Management Corporates & Markets, Global Credit Risk Management Commercial Real
Estate and Public Finance

Dr. Achim Kassow, Frankfurt am Main
German Asset Management, International Asset Management, Private Banking, Private and
Business Customers, Retail Credit, comdirect bank AG

Bernd Knobloch, Frankfurt am Main
Commercial Real Estate, CommerzLeasing und Immobilien AG,
Commerzgrundbesitzgesellschaft mbh

Michael Reuther, Frankfurt am Main
Legal Services, Group Treasury, Public Finance

Dr. Eric Strutz, Frankfurt am Main
Human Resources, Accounting and Taxes, Financial Controlling, Group Compliance, Internal
Auditing, Organization

Nicholas Teller, Frankfurt am Main
Corporates & Markets, Western Europe, America, Africa


SUPERVISORY BOARD

The Supervisory Board currently consists of the following members:

Dr. h.c. Martin Kohlhaussen, Chairman, Frankfurt am Main
Uwe Tschäge, Deputy Chairman, Commerzbank AG, Düsseldorf
Hans-Hermann Altenschmidt, Commerzbank AG, Essen
Dott. Sergio Balbinot, Managing Director of Assicurazioni Generali S.p.A., Trieste
Herbert Bludau-Hoffmann, Dipl.-Volkswirt, ver.di National Administration, Financial Services,
 Essen
Astrid Evers, Commerzbank AG, Hamburg
Uwe Foullong, Member of ver.di National Executive Committee, Berlin
Daniel Hampel, Commerzbank AG, Berlin
Dr.-Ing. Otto Happel, Manager of Luserve AG, Lucerne
Dr. jur. Heiner Hasford, Member of the Board of Managing Directors of Münchener
 Rückversicherungs-Gesellschaft AG, Munich
Sonja Kasischke, Commerzbank AG, Brunswick

                                            - 93 -
Wolfgang Kirsch, Commerzbank AG, Frankfurt am Main
Friedrich Lürßen, Chairman of the Management of Lürssen Werft GmbH & Co. KG, Bremen
Werner Malkhoff, Commerzbank AG, Frankfurt am Main
Prof. h.c. (CHN) Dr. rer. oec. Ulrich Middelmann, Deputy Chairman of the Board of Managing
  Directors of ThyssenKrupp AG, Düsseldorf
Klaus Müller-Gebel, Lawyer, Bad Soden
Dr. Sabine Reiner, Trade Union Specialist, Economic Policy of ver.di National Administration,
  Berlin
Prof. Dr. Jürgen F. Strube, Chairman of the Supervisory Board of BASF Aktiengesellschaft,
  Ludwigshafen
Dr. Klaus Sturany, Member of the Board of Managing Directors of RWE Aktiengesellschaft,
  Essen
Dr.-Ing. E.h. Heinrich Weiss, Chairman of the Board of Management of SMS GmbH,
  Düsseldorf

The members of the Board of Managing Directors and of the Supervisory Board can be
reached at the business address of the Issuer.

In the 2006 financial year and until the date of this Prospectus, the members of the Board of
ManagingDirectors and the members of the Supervisory Board were involved in no conflicts
of interest as defined in sections 4.3 and 5.5, respectively, of the German Corporate
Governance Code.

Potential conflicts of interest could occur with the following members of the Board of
Managing Directors and of the Supervisory Board due to their membership in supervisory
boards of Commerzbank AG's subsidiaries:

Mr Blessing (BRE Bank SA), Dr. Kassow (comdirect bank AG), Dr. Strutz (comdirect bank
AG, Mediobanca - Banca di Credito Finanziario S.p.A.), Mr Teller (BRE Bank SA) and Mr
Müller-Gebel (Eurohypo AG, comdirect bank AG).

Currently, there are no signs of such conflicts of interest.

HISTORICAL FINANCIAL INFORMATION

The unconsolidated annual financial statements of Commerzbank for the financial year
ended 31 December, 2006 form part of this Base Prospectus. The consolidated annual
financial statements of Commerzbank for the financial years ended 31 December, 2005 and
2006 are incorporated by reference into, and form part of, this Base Prospectus.

AUDITORS

The auditors of the Bank for the 2005 and 2006 financial years were
PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Olof-Palme-
Strasse 35, 60439 Frankfurt am Main, Federal Republic of Germany, who audited the annual
and consolidated financial statements of Commerzbank Aktiengesellschaft for the financial
years ended December 31, 2005 and 2006, giving each of them their unqualified auditor's
report.

PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft is a member of
the Chamber of Chartered Accountants (Wirtschaftsprüferkammer).




                                              - 94 -
INTERIM FINANCIAL INFORMATION/TREND INFORMATION

The Commerzbank Group's interim report as of March 31, 2007 (unaudited) forms part of this
Prospectus (pages 180 - 209). Since the consolidated financial statements as of December
31, 2006 and the Commerzbank Group's interim report as of March 31, 2007 were published
no material adverse changes in the prospects nor in the financial position have occurred.



LEGAL AND ARBITRATION PROCEEDINGS

During the previous twelve months, there were no governmental, legal or arbitration
proceedings, nor is the Bank aware of any such proceedings pending or threatened, which
may have, or have had in the recent past significant effects on the Bank's and/or Group's
financial position or profitability.




                                          - 95 -
DOCUMENTS INCORPORATED BY REFERENCE

The following documents were published in the Base Prospectus dated 24 May, 2006
regarding the EUR 5,000,000,000 Credit Linked Note Programme of Commerzbank
Aktiengesellschaft as well as in the Fourth Supplement dated April 10, 2007 to the Base
Prospectus dated November 17, 2006 regarding the Notes/Certificates Programme of
Commerzbank Aktiengesellschaft and shall be deemed to be incorporated in, and to form
part of, this Base Prospectus:


Document                                    Pages of Document incorporated          by
                                            reference (Base Prospectus)
Financial Satements of the Commerzbank
Group 2005 (audited)
  Management report                         F 70 – F 147
  Income statement                          F 151 – F 152
  Balance sheet                             F 153
  Statement of changes in equity            F 154 - F 155
  Cash flow statement                       F 156 – F 157
  Notes                                     F 158 – F 245
  Group auditors' report                    F 246
Document
                                            Pages of Document incorporated by
                                            reference (Supplement)
Financial Statements of the Commerzbank
Group 2006 (audited)
  Management report                         4 - 85
  Income statement                          89 - 90
  Balance sheet                             91
  Statement of changes in equity            92 - 93
  Cash flow statement                       94 - 95
  Notes                                     96 - 186
  Group auditors' report                    187




Documents incorporated by reference have been published on the website of the Issuer
(www.commerzbank.com).




                                         - 96 -
                           97




Financial statements and
management report 2006
commerzbank ag
98
                                                                                                         99




Financial statements and management report 2006
commerzbank ag
Contents

Management report                                                                                  100
   Business environment and operating conditions                                                   100
   Asset and financial position and earnings performance                                           100
   Outlook                                                                                         103
   Remuneration report                                                                             104
   Risk report                                                                                     112
Structure of Commerzbank Group                                                                     128
Profit and loss account                                                                            129
Balance sheet                                                                                      130
Notes                                                                                              132
General information             (1)   Accounting principles                                        132
                                (2)   Accounting policies                                          132
                                (3)   Currency translation                                         133

Notes to the                    (4)   Revenues, by geographical market                             134
profit and loss account         (5)   Auditors’ fees                                               134
                                (6)   Other operating income                                       134
                                (7)   Other operating expenses                                     134
                                (8)   Administrative and agency services                           134

Notes to the balance sheet      (9)   Remaining lifetimes of claims and liabilities                135
                               (10)   Marketable securities                                        136
                               (11)   Relations with affiliated companies and equity investments   136
                               (12)   Trust business                                               136
                               (13)   Changes in book value of fixed assets                        137
                               (14)   Other assets                                                 137
                               (15)   Subordinated assets                                          138
                               (16)   Repurchase agreements                                        138
                               (17)   The Bank’s foreign-currency position                         138
                               (18)   Security pledged for own liabilities                         138
                               (19)   Other liabilities                                            139
                               (20)   Provisions                                                   139
                               (21)   Subordinated liabilities                                     139
                               (22)   Profit-sharing certificates outstanding                      140
                               (23)   Equity                                                       141
                               (24)   Authorized capital                                           142
                               (25)   Conditional capital                                          143
                               (26)   Treasury shares                                              144

Other notes                    (27)   Contingent liabilities                                       145
                               (28)   Other commitments                                            145
                               (29)   Other financial commitments                                  145
                               (30)   Letter of comfort                                            146
                               (31)   Forward transactions                                         147
                               (32)   The Bank’s staff                                             148
                               (33)   Remuneration and loans to board members                      149
                               (34)   Corporate Governance Code                                    152
                               (35)   Seats on other boards                                        153
                               (36)   Holdings in consolidated companies                           157

Boards of Commerzbank Aktiengesellschaft                                                           158
Auditors’ report                                                                                   159
100




      management report of commerzbank ag

      Business environment and                                           The main areas of integration in 2006 were the
      operating conditions                                           retail credit business, treasury and risk controlling.
                                                                     The latter two units from both banks have now been
      2006 was another extremely positive year for the world         merged and their shared processes are working seam-
      economy: a growth rate of some 5% was achieved for             lessly. The planning phase in the retail credit business
      the third time in a row. As in previous years, it was          has been completed and the roll-out across the Bank
      South East Asia and North America that provided the            will take place in 2007.
      main boost to this growth. The distinct tightening of              We have also changed our organizational structure
      monetary policy in the US, however, led to the econ-           following the takeover of Eurohypo. In addition to the
      omy there losing steam in the second half.                     Retail Banking and Asset Management and the Corpo-
          The big surprise last year was undoubtedly the             rate and the Investment Banking divisions, we have
      upswing in German business, with a growth rate of              now created a new Commercial Real Estate, Public
      2.7% – the highest since the turn of the millennium.           Finance and Treasury division.
      Strong demand for exports continued to be the main
      driver behind the economy, but companies also in-              Asset and financial position and
      creased their capital expenditure and construction             earnings performance
      reported a positive performance for the first time since
      1999. Private consumption continued to be the weak             Commerzbank maintains 791 branch offices in Ger-
      feature despite a turn for the better in the labour            many, offering its retail and corporate customers a
      market.                                                        nationwide network for its wide range of services and
          Once again, the main feature on the financial mar-         advisory capabilities. Subsidiaries operate in special-
      kets was a significant rise in share prices. The surpris-      ized areas such as leasing, asset management and real
      ingly good economy and continued strong rises in cor-          estate. Outside of Germany, the Bank works primarily
      porate profits pushed the DAX up by 22%.                       with corporate customers at more than 20 branch
          The economic upswing and buoyant equity mar-               offices, 26 representative offices and 15 key sub-
      kets were favourable for our business in 2006. Almost          sidiaries. It is also active in the retail customer busi-
      all of our segments showed stronger earnings. Of par-          ness and in asset management in selected locations.
      ticular note were the sharp rise in net commission             An overview of the international locations is provided
      income and the trading result, along with significantly        on page 62 of this report.
      lower risk provisioning in the Mittelstandsbank. Only
      the Private and Business Customers segment felt the            Profit and loss account
      weight of a persistently high level of risk provisioning.      The total earnings of Commerzbank AG rose by 2.4%
      We reported not just higher valuation allowances from          to €5.4bn. There were various drivers behind the
      the ongoing business here, we also took a one-off              changes in the individual items in the profit and loss
      charge totalling €293m to harmonize the Commerz-               account:
      bank and Eurohypo risk models in the third quarter of              Net interest income dropped by 5.4% to €3.6bn.
      2006.                                                          While dividends from securities and investments and
                                                                     income from credit and money-market transactions
      Eurohypo successfully integrated                               grew by 35.3% and 16.2% respectively, the income
      In line with the contractual terms, we acquired another        from profit pools, profit transfer and partial profit
      49.1% of Eurohypo AG on March 31, 2006 and placed it           transfer agreements fell by 35.8%. Primarily respon-
      in Commerzbank Inlandsbanken Holding AG. Parallel              sible for this development was Commerzbank Inlands-
      to the acquisition, the bank issued hybrid capital for         banken Holding which included an special effect last
      the first time in its history to keep the core capital ratio   year stemming from the inclusion of Eurohypo. This
      in our target range of 6.5% to 7%.                             one-off effect could not be offset by the additional
                                                                     income from Commerzbank Auslandsbanken Holding,
                                                                                         MANAGEMENT     REPORT       101




which for the first time incorporated the profits of       capitalized deferred taxes the previous year. The 2006
Caisse Centrale de Réescompte (integrated in 2005),        tax expenses also reflect the effects of the new tax
and transferred them to the AG. Total interest income      laws. Net distributable profit was €492.9m, 50% more
increased by 9.5%; the decline in net interest income      than in 2005. We will propose to the Annual General
can be attributed to the interest expenses, which were     Meeting to use this amount to pay a dividend of
18.4% higher. The causes here were both to the             75 cents per Commerzbank share, following a dividend
increase in average market interest rates and the in-      of 50 cents the previous year.
terest payments for the hybrid capital incurred for the
first time.                                                Commerzbank AG balance sheet
    Commission income experienced a rise of 8.3%.          Over the course of the year the total assets of
Our income in the securities business and asset man-       Commerzbank AG declined slightly by 3.0% to
agement was 9.2% higher and the increase was as            €273.2bn. Claims on banks and customers fell by 5.4%
much as 15.0% in our syndication business. We posted       to €76.4bn and 1.4% to €111.1bn respectively.
modest growth in payments transactions and inter-              A portfolio of multinational corporate loans
national business. Total net commission income rose        totalling €4.5bn were synthetically securitized in CoCo
by 6.9% to €1.6bn.                                         Finance Ltd 2006-1. These loans remain on Commerz-
    Our trading activities are included in net income      bank’s balance sheet; the credit risks from the under-
from financial transactions. Following a negative bal-     lying portfolio are transferred synthetically. The pri-
ance the previous year, we achieved a total result of      mary aim of this transaction is to positively impact
€199.7m for 2006. We are very satisfied with the rates     regulatory capital requirements under Principle I, but
of growth in almost all segments – securities, foreign     it also simultaneously takes into account the require-
exchange and currencies, and forward interest-rate         ments of regulatory equity capital release under the
transactions                                               terms of Basel II.
                                                               While bonds and other fixed-income securities
Costs still under control                                  – following an increase the previous year – experi-
Personnel expenses, despite the continued drop in the      enced a decline, falling by 6.2% to €45.9bn, we raised
number of employees, rose by 5.7% to €2.2bn. Salary        shares and other variable-yield securities by 4.7% to
increases and higher bonus payments brought about          €7.5bn. The item associated companies fell sharply by
by our positive business performance were the pri-         53.0%, despite our acquiring 1.0% of Deutsche Börse
mary contributors to this development. In contrast,        AG and participating in a capital increase by Linde AG.
we were able to reduce other expenses moderately by        The primary cause here was the sale of our holdings in
2.0% to €1.2bn. Scheduled depreciation of fixed assets     Korea Exchange Bank and Ferrari. In contrast, holdings
and other intangible assets was also down slightly.        in affiliated companies increased considerably by
Total administrative expenses rose by 2.6% to €3.6bn.      37.1% thanks to the acquisition of 49.1% of Eurohypo.
    The other operating result fell from €2.4m the pre-        Cost management continued to drive the trend in
vious year to a loss of €179.1m. Although income rose      fixed assets which we reduced by a further 19.3% to
by 25.0% to €185.3m, expenses increased two-and-           €493.6m.
a-half-fold to €364.3m. Higher provisions for stock-
option plans, higher expenses for rents and leasing        Securitized liabilities rise by over one-fifth
and the costs for issuing our hybrid capital were the      We reduced liabilities to banks by a significant 17.6%
primary causes.                                            to €99.9bn; in contrast, customer deposits were up by
    We reported restructuring expenses of €215.4m for      2.7%, reaching €96.7bn, and securitized liabilities up
projects associated, in particular, with the integration   by 22.3% to a level of €37.1bn.
of Eurohypo and process improvements in transaction            A further €5m was added to the foundation capital
banking and IT.                                            of Commerzbank Foundation in January 2006. This
    Pre-tax profit was lower than the previous year by     now totals €36.1m. The foundation was established
31.0% at €506.4m. We reported taxes of €13.6m, fol-        with capital of DM5m to commemorate the centenary
lowing a figure of €406.1m the previous year. This con-    of Commerzbank in 1970. It is involved in a number of
siderable reduction can be attributed to the release of    different non-profit activities.
102     MANAGEMENT      REPORT




      Almost no change to equity capital                                Motivated employees are key to a company’s suc-
      Commerzbank AG’s equity capital rose by 1.7% from             cess. We create the right environment by providing
      the end of 2005 to €10.3bn; this increase was almost          a good benefits package, training and development
      solely due to the 50% increase in distributable profit.       opportunities, and facilities such as company child-
      Issuing employee shares caused the subscribed capi-           care. Our activities and innovations in the area of equal
      tal and capital reserve to grow moderately by a total of      opportunity (diversity) is just one focus. We feel a spe-
      €8.8m. Retained earnings remained unchanged.                  cial commitment to the younger generation: in 2006,
          The item subordinated liabilities reflects the issue      Commerzbank once again hired more than 500
      of the hybrid capital; it rose from a level of €5.0bn at      trainees. This means that by the end of the year under
      the end of 2005 to its current level of €8.8bn. By con-       review there were 1,370 young people training for
      trast, we were able to bring down the profit-sharing          their professional careers at Commerzbank AG, which
      certificates by almost a quarter to €1.2bn.                   represented a slight increase over the previous year.
          The Tier 1 capital ratio, despite a slight increase in    That our efforts in the area of social responsibility truly
      the risk-weighted assets of 2.7% to €125.1bn, reached         stand out is evidenced by the fact that we again pro-
      8.2%, following a figure of 8.0% the previous year. The       vided training that extended beyond our own needs
      equity ratio increased from 12.6% at the end of 2005          in 2006. There is intense competition in Germany,
      to 14.9%.                                                     no longer limited just to the best college graduates
          Off-balance-sheet liabilities continued their up-         but also increasingly for well-qualified trainees. We
      ward trend. Contingent liabilities of €24.6bn were            have successfully positioned ourselves as an attrac-
      reported as of December 31, 2006, compared to last            tive employer for trainees in this difficult competitive
      year’s figure of €23.2bn. We saw a rise of 11.7% in           environment. Contributing to these efforts were,
      irrevocable lending commitments to €35.6bn.                   among other things, various events for teachers and
                                                                    pupils and regular internet chat sessions that have
      Corporate Responsibility                                      made our target groups more aware of the profes-
      Corporate responsibility describes the extent to which        sional training offered at Commerzbank. Training is
      a firm is aware of – and lives up to – its responsibilities   the key to the future. Commerzbank therefore ex-
      in those areas where its activities have an impact on         panded and modernized its training programmes in
      society, the employees of the firm, the environment           2006. The Bank offers a wide range of different training
      and the business landscape. It is an umbrella term            options; the traditional dual training programme for
      encompassing a wide range of topics such as sus-              bankers, office communications and IT specialists, and
      tainability, corporate governance and corporate citi-         also courses of study in cooperation with professional
      zenship.                                                      institutes and the Frankfurt School of Finance and
          In 2005 Commerzbank published a sustainability            Management leading to various bachelor degrees and
      report entitled ”Ideals” containing information on            qualifications.
      these issues. This report is updated on the sustain-              At the end of 2006 Commerzbank employed a total
      ability and responsibility pages of the Bank’s web site.      of 24,327 people, with 1,957 of them working outside
      We report constantly on the corporate responsibility          of Germany. The staff turnover rate hardly changed
      measures we have put in place, as well as where our           from the previous year, hovering at the low level of
      weaknesses lie and areas where there is room for              3.2%.
      improvement. These pages are also designed to
      encourage dialogue with our stakeholders.                     Summary: 2006 business position
          Companies are expected to be socially responsible,        We can be very satisfied with the way our business
      and justifiably so. Commerzbank take this responsibil-        developed last year. We made progress in all of our
      ity very seriously and makes charitable donations and         core segments and took important steps on the path
      is involved in sponsorship and initiatives in the areas       to sustainable growth. Eurohypo AG was successfully
      of education and culture, academia and business, and          integrated into the Commerzbank Group.
      the environment and social issues.
                                                                                         MANAGEMENT      REPORT   103




Report on post-balance sheet date events                      Our Alpha growth programme is currently under-
                                                          way in the asset management segment. Here too we
No significant business transactions occurred after the   are investing heavily in product quality, in innovation
balance-sheet date.                                       and in customer and sales orientation, with the aim of
                                                          increasing assets under management from today’s
OUTLOOK                                                   level of €58bn to around €100bn by the year 2011. We
                                                          are confident that we will also be able to generate an
Economic growth in Germany will most likely slow          inflow of funds again as early as this year with our
down in light of the forecats weakening in the global     attractive range of products and services and our out-
economy, the ECB’s interest rate rises and the VAT        standing performance in the retail fund business. The
increases that went into effect at the beginning of       accelerated expansion of the external and internal
2007. Nevertheless there is plenty to suggest that        sales activities has an important role to play. We want
the upturn will continue, albeit at a slower pace. We     to increase their share of the total sales in the coming
assume that growth in the current year will be 1.7%;      years from 40% today to around 50%.
slightly higher growth rates may be possible again in         We also want to grow our corporate customer seg-
2008. We expect the upwards trend to continue on the      ment. It is precisely in this area that we will take ad-
stock markets and predict that the DAX will be at 7,250   vantage of the economic upswing to expand further
at the end of 2007.                                       and become more profitable. On the domestic market
    We expect the favourable market environment this      our ”Move to the Top” programme is in place and has
year to have a positive impact on our business. We        successfully created 12,000 new loyal Mittelstand cus-
want to make good headway in achieving our goal of a      tomers since 2004. Every third company in Germany
sustainable return on equity after taxes – adjusted for   with annual turnover of more than €2.5m now has
special factors – of 15% and a similarly adjusted con-    an account with us. We will continue this year to drive
solidated cost/income ratio of a maximum of 60% in        cooperation between the more traditional banking
the Commerzbank Group. To do so, we must continue         business and the modern capital market business,
to keep our costs under control and shift our earnings    so as to be able to offer innovative products and
towards comparatively stable commission income.           services to larger medium-sized companies and big
At the same time, we expect regulatory equity to be       companies.
eased by the Basel II rules and want to more actively         Structured products will continue to play a signifi-
pursue capital management.                                cant role in Corporates & Markets, where we have
    We have therefore decided on an offensive strategy    already made decisive progress on the path to greater
for the next few years and have established efficiency    profitability following the realignment. We are plan-
and growth programmes in several of our operational       ning on using this range of products and services to
segments. Our medium-term goal is to considerably         get a selective foot in the door of the US and Asian
boost profitability in all segments.                      markets in the future. More in-depth collaboration
    In the retail customer business we will invest        with Eurohypo also offers considerable potential. Our
roughly approximately €400m more in personnel and         strict customer orientation is always the governing
equipment by 2009, for example, in our branches of        maxim for all of our businesses. We hope that this will
the future specializing in advisory services. We want     allow us to ensure the sustainability of our earnings
to increase the number of these branches from 120 to      and make us less susceptible to the volatility of the
around 260 by the end of the year. We will also create    markets.
an additional 500 new jobs in sales. These activities         The Commercial Real Estate segment now includes,
are geared toward acquiring a total of around 250,000     along with Eurohypo, the activities of CommerzLeasing
new customers in our branch business. The per-            und Immobilien AG and the open-ended real-estate
sistently high need for risk provisioning in the retail   funds of the Commerz Grundbesitz Group. With this
credit business, however, will continue to be a strain    move, we have consolidated all of Commerzbank’s
in 2007.                                                  real-estate interests into a single division, both on the
104     MANAGEMENT      REPORT




      financing side and for investment products. We are           Remuneration report
      certain that this will keep us ahead of the game when it
      comes to handling new areas such as Reits.                   The report follows the recommendations of the Ger-
          We intend to become a leading European provider          man Corporate Governance Code and takes account
      in the Public Finance and Treasury segment. The focus        of the requirements of the German Commercial Code
      will be more on qualitative growth than on increasing        as well as of the Disclosure of Remuneration of
      total assets. In view of the financial difficulties in the   Members of the Board of Managing Directors Act
      public sector we see considerable potential for gene-        (VorstOG), which came into force on August 11, 2005.
      rating added-value for our customers with structured
      solutions and, simultaneously, stable earnings for           Board of Managing Directors
      Commerzbank, independent of the market situation.
          We will trim down in IT and transaction banking so       Principles of the remuneration system
      these services can be provided more quickly, reliably        The Supervisory Board has delegated its responsi-
      and cheaply in the future. As part of the Service to         bility for remuneration for the Board of Managing
      Perform programme our stated goal is reduce costs in         Directors to its Presiding Committee, comprising
      this area by roughly 20% from their 2005 level. This will    Dr. h.c. Martin Kohlhaussen as Chairman, Uwe Tschäge
      make it possible for us to continue to provide a major-      as Deputy Chairman of the Supervisory Board, Prof.
      ity of services from our own country and dispense with       Dr. Jürgen F. Strube and Werner Malkhoff. In deter-
      outsourcing.                                                 mining and, when appropriate, changing the remu-
          As the world rapidly becomes more intercon-              neration structure, particular attention is paid to the
      nected, we will also place great strategic importance        situation and level of success achieved by the Com-
      on international business. As an internationally active      pany as well as to the performance of the Board of
      institution that alone transacts more than 16% of all        Managing Directors. Reviews are carried out routine-
      German foreign trade, we especially want to fortify          ly every two years. The current remuneration struc-
      our operations in those places where our German cor-         ture for members of the Board of Managing Directors
      porate customers are doing business.                         was decided in July 2004 and supplemented in
          The favoured regions include Asia and, increas-          November 2006. The results of the first routine review
      ingly, the Far and Middle East. Consequently, we will        of the remuneration structure did not have any effect
      apply for an operating branch office in Dubai in the         on the year under review.
      near future. Our primary focus, however, continues               Remuneration comprises the following compo-
      to be Central and Eastern Europe, including Russia.          nents: remuneration unrelated to performance, a vari-
      Our subsidiary in Poland, BRE Bank, can look back on         able performance-related bonus, long-term perform-
      an excellent year and still sees good potential both in      ance plans and pension commitments.
      its corporate and retail customer business. In Hungary
      we now have more than 700 medium-sized companies             Components comprising remuneration
      in our customer base. We will be able to support even        unrelated to performance
      more customers in what is soon to be ten local branch        The components comprising remuneration unrelated
      offices. The situation in the Czech Republic and Slo-        to performance include basic salary and remuneration
      vakia, where we are also increasing our proximity to         in kind.
      medium-sized corporate clients with additional branch            The basic salary, which is paid in equal monthly
      offices, is similar.                                         amounts, is €760,000 for the chairman of the Board of
          Overall, we feel that we are in good position to take    Managing Directors and €480,000 for the other mem-
      advantage of opportunities for profitable growth. Our        bers of the Board.
      top priority is to increase earnings by exploiting the           Remuneration in kind mainly consists of use of
      existing potential but we also want to seize opportuni-      a company car and insurance contributions, and tax
      ties for external growth. Continued strict cost manage-      and social security contributions thereon. The specific
      ment will allow us to boost efficiency.                      amount varies between the individual members of the
                                                                   Board depending on their personal situation.
                                                                                                                MANAGEMENT             REPORT      105




Components comprising performance-related bonus                              Members of the Board of Managing Directors par-
Besides the fixed salary, members of the Board of                        ticipated in the last financial year with personal hold-
Managing Directors receive a variable bonus based                        ings of shares in the 2006 LTP as follows:
on the following key figures: return on equity (RoE)
before tax, cost/income ratio (CIR) and operating                                                     LTP 2006
earnings before tax (excluding special factors).                                               Number of        Attributable fair value in €
Targets for each of these three equally-weighted                                              participating      when the        pro-rated on
parameters and a target bonus are set for each of the                                            shares        shares were       31.12.2006 1)
members of the Board of Managing Directors; the                                                                   granted
bonus resulting from these inputs is limited to twice                    Klaus-Peter Müller        5,000          174,550              24,550
the target bonus. To reward the individual perform-                      Martin Blessing           2,500           87,275              12,275
ance of members of the Board of Managing Directors                       Wolfgang Hartmann 2,500                   87,275              12,275
and to take account of exceptional developments, the                     Dr. Achim Kassow          2,500           87,275              12,275
Presiding Committee may in addition raise or lower                       Bernd Knobloch            2,500           87,275              12,275
the bonus so calculated by up to 20%. Pay for serving                    Klaus Patig                      –              –                  –
on the boards of consolidated subsidiaries is set off                    Michael Reuther 2)               –              –                  –
against the variable bonus (this amounted in 2006 to                     Dr. Eric Strutz           2,500           87,275              12,275
a total of €543,000). The bonus for one financial year                   Nicholas Teller           2,500           87,275              12,275
is paid out in the following year.
                                                                             The amount of remuneration realized from par-
Long-term performance plans                                              ticipating in the 2006 LTP may vary significantly from
For several years, the members of the Board of                           the figures in the table and – as with the 1999, 2000
Managing Directors and other executives and select-                      and 2001 LTPs – may even fall to zero, as the final
ed staff of the Group have been able to participate in                   amount paid out is not fixed until the end of the term
long-term performance plans (LTPs). These are virtual                    of each LTP.
stock-option plans that are offered each year and con-                       Owing to the performance of the Commerzbank
tain a promise to pay in the event that the Commerz-                     share price in the year under review, payments were
bank share price outperforms the Dow Jones Euro                          made under the 2002 and 2003 LTPs. These were con-
Stoxx Banks Index over three, four or five years                         cluded with payments per participating share of €80
and/or the Commerzbank share price gains at least                        for the 2002 LTP and €100 for the 2003 LTP.
25% in absolute terms. If these hurdles are not met                          Listed below are the payments to members of the
after five years, the promise to pay lapses. If pay-                     Board of Managing Directors who participated in
ments are made, members of the Board of Managing                         these plans:
Directors will each invest 50% of the gross amount
paid out in Commerzbank shares. In order to partici-                                                      LTP 2002 3)           LTP 2003 3)
pate in the LTPs, eligible participants have to invest in                                         Number Amount Number Amount
Commerzbank shares. Members of the Board of                                                        of par-       in €        of par-      in €
Managing Directors may participate with up to 2,500                                              ticipating              ticipating
shares, the chairman of the Board of Managing                                                      shares                 shares
Directors with up to 5,000 shares.                                       Klaus-Peter Müller         5,000      400,000       5,000       500,000
                                                                         Martin Blessing            2,500      200,000       2,500       250,000
                                                                         Wolfgang Hartmann          2,500      200,000       2,500       250,000
                                                                         Nicholas Teller              –            –         2,500       250,000


1) Amount of provisions made for the LTP as at December 31, 2006.
2) Mr Reuther was not yet a member of the Commerzbank Board of Managing Directors at the time.
3) Prior to joining the Board, Mr Strutz participated in the 2002 and 2003 LTPs with 1,200 shares and 1,000 shares respectively and accord-
   ingly received payments from these of €96,000 (2002 LTP) and €100,000 (2003 LTP). Mr Teller did not become a member of the Board
   of Managing Directors until 2003 and, prior to joining the Board, did not participate in the 2002 LTP. Mr Patig participated in neither the
   2002 LTP nor in the 2003 LTP.
106       MANAGEMENT      REPORT




      Pensions                                                             circumstances an increase in excess of this level will
      The Bank provides members and former members of                      be considered, but there is no right to any such
      the Board of Managing Directors or their surviving                   increase.
      dependants with a pension. A pension is paid if, upon                    The following table lists the pension rights of the
      leaving the Bank, members of the Board of Managing                   members of the Board of Managing Directors as at
      Directors                                                            the end of the year under review:

      •    have celebrated their 62 nd birthday                                                                     Pension rights
      •    are permanently unable to work                                                                       Annual amount when
      •    end their employment contract with the Bank after                                                 pension is first paid out in €
           celebrating their 58 th birthday having been a                                                         (as of 31.12.2006) 5)
           member of the Board of Managing Directors for at                Klaus-Peter Müller                           456,000
           least ten years, or                                             Martin Blessing                              192,000
      •    have been a member of the Board of Managing                     Wolfgang Hartmann                            192,000
           Directors for at least 15 years.                                Dr. Achim Kassow                             144,000
                                                                           Bernd Knobloch                               144,000
          The pension consists of 30% of the latest agreed                 Klaus M. Patig                               288,000
      annual basic salary after the first term of appointment,             Michael Reuther                              144,000
      40% after the second and 60% of the latest agreed                    Dr. Eric Strutz                              144,000
      annual basic salary after the third term of appointment.             Nicholas Teller                              192,000
      The pensions are reduced in line with the statutory pro-
      visions on company pensions if members of the Board                      The surviving dependants’ pension for a spouse
      of Managing Directors leave the Board before their 62 nd             amounts to 66 2 ⁄ 3% of the pension entitlement of the
      birthday. Vesting of pension rights is also essentially              member of the Board of Managing Directors. If no
      based on the statutory provisions on company pen-                    widow’s pension is paid, minors or children still in
      sions.                                                               full-time education are entitled to an orphan’s pen-
          Instead of their pension, members of the Board of                sion amounting in each case to 25% of the pension
      Managing Directors will continue to receive their pro-               entitlement of the member of the Board of Managing
      rated basic salary for six months as a form of                       Directors, but no higher in total than the widow’s
      transitional pay if they leave the board after cele-                 pension.
      brating their 62 nd birthday or because they are per-                    The assets backing these pension obligations
      manently unable to work any longer 4). If members of                 have been transferred under a contractual trust
      the Board of Managing Directors receive a pension                    arrangement to Commerzbank Pension-Trust e.V.
      before their 62 nd birthday without being unable to                  The provisions for pension obligations to be formed
      work, the pension will be reduced to reflect the pay-                by December 31, 2006 further to the German
      ments starting earlier. Half of any income received                  Commercial Code (HGB) amounted to €16.4m for
      from other activities will be set off against any pen-               members of the Board of Managing Directors. In the
      sion rights up to this age.                                          year under review, provisions for active members of
          Pension payments to members of the Board of                      the Board of Managing Directors were formed in the
      Managing Directors are raised by one percent p.a.                    amount of €1.7m, and €4.9m were transferred to
      from when they are first paid out. Under certain                     Commerzbank Pension-Trust e.V.




      4) Mr Knobloch receives this transitional pay in view of his many years on the Board of Managing Directors of Eurohypo AG, even if he
         leaves the Board immediately after his first term of appointment.
      5) The amounts take into account the current term of appointment of the individual members of the Board of Managing Directors and fur-
         thermore assume that, barring inability to work, no pension will be paid before a member’s 62 nd birthday and that the member will
         remain on the Board until the pension is due.
                                                                                                       MANAGEMENT      REPORT    107




Change of Control                                                      Commerzbank’s Board of Managing Directors before
In the event that a shareholder takes over at least a                  2002 will, in the event of a premature end to their
majority of the voting rights represented at the                       appointments (unless for good cause), be released
Annual General Meeting, or that an affiliation agree-                  from the remaining term of their contract of employ-
ment is signed with Commerzbank as a dependent                         ment and will continue to receive their basic salary
entity, or in the event of Commerzbank being merged                    for the remainder of their term of office. 8) If a contract
or taken over (Change of Control), all members of the                  of employment is not extended at the end of a term of
Board of Managing Directors are entitled to terminate                  office, without there being good cause, members
their contracts of employment. If members of the                       of the Board of Managing Directors so affected will
Board of Managing Directors take advantage of this                     continue to receive their basic salary for a further six
right to terminate their contract or if, in connection                 months. Members of the Board of Managing
with the Change of Control, their membership of the                    Directors who were appointed to the Board before
board ends for other reasons, they are entitled to                     2004 9) receive their basic salary in such cases for a
compensatory pay for the remainder of their term of                    further twelve months from the end of their second
appointment in the amount of 75% of their total ave-                   term of appointment. This continuation of salary
rage pay (basic salary and variable bonus) and to a                    ceases if members of the Board receive payments
severance payment in the amount of total average                       under the regulations set out above in the section
annual pay for two years. Depending on the age and                     headed Pensions.
length of service on the Board, this severance pay-                        Certain amounts received from a pension to which
ment increases to three 6) to four 7) times total annual               Mr Teller is entitled for his work in the Commerzbank
pay. Taken together, compensatory pay and sever-                       Group before joining the Board of Managing
ance payment may not exceed total average pay for                      Directors are set off against his pension.
five years or – if such members of the Board of                            Commerzbank signed an agreement with Mr
Managing Directors are already over 60 at the time                     Patig, who left the Board at the end of January 2007.
their activity on the Board ceases – for the period up                 Under this agreement his contract of employment as
to such members’ 65 th birthdays. In respect of retire-                a member of the Board of Managing Directors ex-
ment benefits and long-term performance plans,                         piring in March 2008 was terminated as at the date of
members of the Board of Managing Directors will                        his departure. In terms of remuneration, Mr Patig will
essentially be treated as if they had remained as                      effectively be treated as if he had remained on the
members of the Board of Managing Directors until                       Board until March 2008; he will receive a lump sum in
the end of their latest term of appointment. There is                  lieu of his variable bonus for the period from January
no entitlement to severance pay if members of the                      2007 until March 2008 in the amount of €1,823 thou-
Board of Managing Directors receive money in con-                      sand, which will be paid together with his bonus for
nection with the Change of Control from the majority                   2006.
shareholder, the controlling company or the other                          No members of the Board of Managing Directors
legal entity in the event of a merger or acquisition.                  received payments or promises of payment from
                                                                       third parties in the course of the last financial year in
Other regulations                                                      respect of their work as a member of the Board of
The contracts of employment of members of the                          Managing Directors.
Board of Managing Directors always end automati-
cally with the end of their term of appointment. In
derogation of this, those members who joined




6)   Mr Hartmann and Mr Knobloch
7)   Mr Müller
8)   Messrs Müller, Blessing, Hartmann and Patig
9)   Messrs Müller, Blessing, Hartmann, Patig, Dr. Strutz and Teller
108     MANAGEMENT        REPORT




      Summary
      The following table shows the cash remuneration paid to individual members of the Board of Managing
      Directors for 2006 and, for comparison, for 2005:

                                                                    Cash remuneration                              Other 10)            Total
  Amounts                                            Basic salary        Variable          Payment for the
  in €1,000                                                          remuneration11) LTPs 2002 and 2003
  Klaus-Peter Müller                 2006                 760              2,736                  900                  80               4,476
                                     2005                 760              2,280                    0                  86               3,126
  Martin Blessing                    2006                 480              1,695                  450                  77               2,702
                                     2005                 480              1,500                    0                  69               2,049
  Wolfgang Hartmann                  2006                 480              1,350                  450                 109               2,389
                                     2005                 480              1,500                    0                 134               2,114
  Dr. Achim Kassow                   2006                 480              1,600                     –                 44               2,124
                                     2005                 480              1,500                     –                123               2,103
  Bernd Knobloch 12)                 2006                 360              1,125                     –                 35               1,520
                                     2005                   –                  –                     –                  –                   –
  Klaus M. Patig                     2006                 480              1,500                     0                 65               2,045
                                     2005                 480              1,500                     0                 60               2,040
  Michael Reuther 12)                2006                 120                375                     –              2,885               3,380
                                     2005                   –                  –                     –                  –                   –
  Dr. Eric Strutz                    2006                 480              1,650                  196                  42               2,368
                                     2005                 480              1,500                    0                  42               2,022
  Nicholas Teller                    2006                 480              1,800                  250                  78               2,608
                                     2005                 480              1,500                    0                  58               2,038
  Total                              2006               4,120             13,831                2,246               3,415             23,612
                                     2005 13)           3,640             11,280                    0                 572             15,492


      Loans to members of the                                                   As at the reporting date, the aggregate amount
      Board of Managing Directors                                           of advances and loans granted and contingent liabili-
      Members of the Board of Managing Directors have                       ties was €1,261,000; in the previous year it was
      been granted cash advances and loans with terms                       €1,559,000.
      ranging from on demand up to a due date in 2018 and
      at interest rates ranging between 3.00% and 12.00%.                   Supervisory Board
      Collateral security is provided on a normal market
      scale, if necessary through mortgages and pledging                    Principles of the remuneration system and
      of security holdings. The overall figure (€1,261,000)                 remuneration for 2006
      includes rental guarantees of €23,000 provided for                    The remuneration of the Supervisory Board is regu-
      two members without a commission fee being                            lated in Art. 15 of the Articles of Association; the cur-
      charged; this is in line with the Bank’s general terms                rent version was approved by a resolution of the
      and conditions for members of staff.                                  Annual General Meeting on May 30, 2003. This gives




      10) ”Other” includes payment in kind in the year under review (€546,000) and, for Mr Reuther, an amount of €2,869,000 paid to him as
          special remuneration for payments he had to forego from his previous employer arising from restricted equity units and bonuses when
          he joined the Board.
      11) Payable in the following year subject to approval of the annual financial statements less remuneration already received for perform-
          ing board functions at consolidated companies (€543,000; previous year: €483,000).
      12) Pro rata for the period since being appointed.
      13) The totals for 2005 do not include amounts for the member of the Board of Managing Directors Andreas de Maizière who left the
          Board in 2005 (pro rata fixed pay of €280,000 and payments in kind of €79,000).
                                                                                                MANAGEMENT       REPORT       109




members of the Supervisory Board basic remunera-              The remuneration and the attendance fees are
tion for each financial year, in addition to compensa-     divided between the individual members of the
tion for out-of-pocket expenses, as follows:               Supervisory Board as follows:

                                                           2006                                 Basic Committee       Total
1. fixed remuneration of €20,000 and
                                                                                             remune-     remune-
2. a variable bonus of €2,000 for each €0.05 of divi-
                                                           Supervisory                         ration      ration       in
   dend in excess of a dividend of €0.10 per share         Board members                    in €1,000   in €1,000   €1,000
   distributed to shareholders for the previous finan-     Dr. h.c. Martin Kohlhaussen         138.0      92.0       230.0
   cial year.                                              Uwe Tschäge                          92.0      23.0       115.0
                                                           Hans-Hermann Altenschmidt            46.0      23.0        69.0
    The Chairman receives triple and the Deputy
                                                           Dott. Sergio Balbinot                46.0      23.0        69.0
Chairman double the aforementioned basic remune-
                                                           Herbert Bludau-Hoffmann              46.0         –        46.0
ration. For membership of a committee of the Super-
                                                           Astrid Evers                         46.0         –        46.0
visory Board meeting at least twice in any calendar
                                                           Uwe Foullong                         46.0         –        46.0
year, the committee chairman receives additional
                                                           Daniel Hampel                        46.0         –        46.0
remuneration in the amount of the basic remune-
                                                           Dr.-Ing. Otto Happel                 46.0      23.0        69.0
ration and each committee member in the amount of
                                                           Dr. jur. Heiner Hasford              46.0      23.0        69.0
half the basic remuneration; this additional remune-
                                                           Sonja Kasischke                      46.0         –        46.0
ration is paid for no more than three committee
                                                           Wolfgang Kirsch                      46.0      23.0        69.0
appointments. In addition each member of the
Supervisory Board receives an attendance fee of            Werner Malkhoff                      46.0      23.0        69.0

€1,500 for attending a meeting of the Supervisory          Prof. h.c. (CHN) Dr. rer. oec.       34.5         –        34.5
                                                           Ulrich Middelmann
Board or one of its committees. The fixed remunera-
                                                           (since April 1, 2006)
tion and attendance fees are payable at the end of
                                                           Klaus Müller-Gebel                   46.0      69.0       115.0
each financial year and the variable bonus after the
                                                           Dr. Sabine Reiner                    46.0         –        46.0
Annual General Meeting that passes a resolution
                                                           Dr. Erhard Schipporeit               46.0         –        46.0
approving the actions of the Supervisory Board for
                                                           Dr.-Ing. Ekkehard D. Schulz          11.5         –        11.5
the financial year concerned. The value-added tax
                                                           (until March 31, 2006)
payable on the remuneration is refunded by the Bank.
                                                           Prof. Dr. Jürgen F. Strube           46.0      23.0        69.0
    Under this system, the members of our Super-
                                                           Dr. Klaus Sturany                    46.0         –        46.0
visory Board will receive remuneration of €1,661,000
                                                           Dr.-Ing. E.h. Heinrich Weiss         46.0      23.0        69.0
for the 2006 financial year (previous year: €1,393,000),
provided the Annual General Meeting of Commerz-            Total 2006                        1,058.0     368.0      1,426.0

bank AG resolves that a dividend of €0.75 be paid per      Total 2005                          828.0     288.0      1,116.0

no par-value share.
    Altogether €235,000 was paid in attendance fees        Loans to members of the Supervisory Board
for participation in the meetings of the Supervisory       Members of the Supervisory Board have been granted
Board and its four committees (Presiding, Audit, Risk      loans with terms ranging from on demand up to a due
and Social Welfare Committees) which met in the            date in 2031 and at interest rates ranging between
year under review. The turnover tax of €316,000 to be      4.88% and 6.70%. In line with market conditions, some
paid on the overall remuneration of the members of         loans were granted without collateral security, against
the Supervisory Board was refunded by Commerz-             mortgages or against the assignment of credit balances
bank Aktiengesellschaft.                                   and life insurance policies.
    Members of the Supervisory Board once again                As at the reporting date, the aggregate amount of
provided no advisory, intermediary or other personal       advances, loans and contingent liabilities granted to
services in 2006. Accordingly, no additional remune-       members of the Supervisory Board was €1,413,000;
ration was paid.                                           in the previous year it was €1,504,000.
110     MANAGEMENT        REPORT




      Other details                                                       panies and their families have to be disclosed and
                                                                          published. Accordingly, purchases and disposals of
      D&O liability insurance                                             shares and financial instruments related to Commerz-
      There is a D&O liability insurance policy for members               bank to the value of €5,000 and upwards must be
      of the Board of Managing Directors and the                          reported immediately and for the duration of one
      Supervisory Board. The excess payable by members                    month. The Bank relates this reporting requirement
      of the Supervisory Board amounts to one year’s fixed                to the Board of Managing Directors and the
      remuneration and for members of the Board of                        Supervisory Board, in line with the recommendations
      Managing Directors 25% of one year’s fixed remune-                  in the BaFin Guide for Issuers.
      ration.                                                                 Members of the Commerzbank’s Board of
                                                                          Managing Directors and Supervisory Board have
      Purchase and disposal of the Company’s shares                       reported the following dealings (director’s dealings)
      Pursuant to Art. 15 a of the German Securities                      in Commerzbank shares or derivatives thereon in
      Trading Act, transactions by executives of listed com-              2006: 14)

      Date         Name                               Function                           Purchase/     Number      Price per     Amount
                                                                                          Disposal    of shares share in €          in €
      08.03.2006 Daniel Hampel                        Member of Supervisory Board             P           120        28.56       3,427.20
      04.05.2006 Martin Blessing                      Board of Managing Directors             P         5,000        30.59     152,950.00
      18.05.2006 Dr. Achim Kassow                     Board of Managing Directors             P         3,500        29.15     102,025.00
      18.05.2006 Dr. h.c. Martin Kohlhaussen          Chairman of Supervisory Board           D         4,000        28.57     114,280.00
      22.05.2006 Dr. Eric Strutz                      Board of Managing Directors             P         3,496        28.79
                                                                                                             4       28.78     100,764.96
      23.05.2006 Hans-Hermann Altenschmidt            Member of Supervisory Board             P           200        28.71       5,742.00
      23.05.2006 Daniel Hampel                        Member of Supervisory Board             P           300        28.63       8,589.00
      30.05.2006 Bernd Knobloch                       Board of Managing Directors             P         1,068        29.17
                                                                                                        1,432        29.18      72,939.32
      15.06.2006 Klaus-Peter Müller 15)               Board of Managing Directors             P        16,953        26.55     450,102.15
      15.06.2006 Martin Blessing 15)                  Board of Managing Directors             P         8,477        26.55     225,064.35
      15.06.2006 Wolfgang      Hartmann 15)           Board of Managing Directors             P         8,477        26.55     225,064.35
      15.06.2006 Dr. Eric Strutz 15)                  Board of Managing Directors             P         1,884        26.55      50,020.20
      15.06.2006 Nicholas Teller 15)                  Board of Managing Directors             P         4,709        26.55     125,023.95
      09.08.2006 Klaus-Peter Müller                   Board of Managing Directors             P         3,000        26.30      78,900.00
      09.08.2006 Dr. Eric Strutz                      Board of Managing Directors             P         2,000        26.17      52,340.00
      09.08.2006 Dr. Achim Kassow                     Board of Managing Directors             P         2,000        26.24      52,480.00
      09.08.2006 Martin Blessing                      Board of Managing Directors             P         4,000        26.00     104,000.00
      09.08.2006 Nicholas Teller                      Board of Managing Directors             P         2,000        26.21      52,420.00


         All told, the Board of Managing Directors and the Supervisory Board did not own more than 1% of the
      issued shares and option rights of Commerzbank AG on December 31, 2006.




      14) The directors’ dealings – with the exception of share purchases that did not need to be reported in connection with payments made
          under the 2002 and 2003 LTPs (see footnote 15 below) – were published in the year under review on the Commerzbank website under
          Directors’ Dealings.
      15) Reinvestment of 50% of the gross amounts paid out as a result of participating in the 2002 and 2003 LTPs.
                                                                                            MANAGEMENT      REPORT       111




Information pursuant to Arts. 289 (4) and                      The Board of Managing Directors, with the
315 (4) of the German Commercial Code                       approval of the Supervisory Board, is authorized to
(HGB)                                                       increase the share capital by issuing new shares
                                                            under Art. 4 of the Articles of Association (authorized
1. Structure of subscribed capital                          capital) as follows:
Commerzbank has issued only ordinary shares, the
rights and duties for which arise from legal require-       a. Up to €225,000,000.00 (authorized capital 2004/I)
ments, in particular Arts. 12, 53a et seq., 118 et seq.        by April 30, 2009 according to Art. 4 (3) of the
and 186 of the German Stock Corporation Act. The               Articles of Association,
subscribed capital of the company totalled
€1,708,638,206.60 at the end of the financial year. It is   b. to issue shares for employees in the amount of up
divided into 657,168,541 no-par-value shares. The              to €19,768,703.60 by April 30, 2007 according to
shares are issued in the form of bearer shares.                Art. 4 (4) of the Articles of Association and in the
                                                               amount of up to €12,000,000.00 (authorized capital
2. Appointment and replacement of the members                  2006/III) by April 30, 2011 according to Art. 4 (9),
   of the Board of Managing Directors and amend-
   ments to the Articles of Association                     c. in the amount of up to €225,000,000.00 (author-
The members of the Board of Managing Directors are             ized capital 2004/II) by April 30, 2009 according to
appointed and replaced by the Supervisory Board                Art. 4 (6) of the Articles of Association and in the
pursuant to Art. 84 of the German Stock Corporation            amount of up to €200,000,000.00 (authorized capi-
Act and Art. 6 (2) of the Articles of Association. If          tal 2006/II) according to Art. 4 (8) of the Articles of
there is a vacancy on the Board of Managing                    Association, whereby subscription rights may be
Directors for a member required by law or by the               excluded insofar as the capital increase is made
Articles of Association and the Supervisory Board has          against contributions in kind for the purpose of
not appointed a replacement, in urgent cases one will          acquiring companies or interests in companies,
be appointed by a court under Art. 85 of the German            and
Stock Corporation Act. Each amendment to the
Articles of Association requires a resolution of the        d. in the amount of up to €170,000,000.00 (author-
Annual General Meeting under Art. 179 (1) of the               ized capital 2006/I) by April 30, 2011 according to
German Stock Corporation Act. Unless the law man-              Art. 4 (7) of the Articles of Association, whereby
dates a larger majority, a simple majority of the rep-         subscription rights may be excluded if the issue
resented share capital is adequate (Art. 19 (3) (2) of         price of the new shares is not materially lower
the Articles of Association). The authority to amend           than that of already listed shares offering the
the Articles of Association, which only affect the ver-        same conditions (Art. 186 (3) (4) of the German
sion in force, has been transferred to the Supervisory         Stock Corporation Act).
Board under Art. 10 (3) of the Articles of Association
in compliance with Art. 179 (1) (2) of the German               When utilizing authorized capital, subscription
Stock Corporation Act.                                      rights must always be granted to shareholders; with
                                                            the exception of the cases listed under a-d, subscrip-
3. Powers of the Board of Managing Directors                tion rights can only be excluded for residual amounts
According to the Annual General Meeting resolutions         and to protect the rights of holders of conversion or
from May 17, 2006, Commerzbank is authorized to             option rights.
acquire its own shares in the amount of up to 5% of             Moreover, the Annual General Meetings on May
the share capital under Art. 71 (1) (7) of the German       30, 2003 and on May 20, 2005 have given the Board
Stock Corporation Act and in the amount of up to 10%        of Managing Directors – until May 30, 2008 – the
according to Art. 71 (1) (8) of the German Stock            authority to issue convertible bonds or bonds with
Corporation Act. These authorizations expire on             warrants or profit-sharing certificates (with and with-
October 31, 2007.                                           out conversion or option rights) upon exclusion of
112        MANAGEMENT    REPORT




      subscription rights. Authorized capital (Bedingtes          5. Golden/tin parachutes
      Kapital) in the amount of up to €403,000,000.00 is          In the event of a Change of Control at Commerzbank,
      available for this purpose according to Art. 4 (5) of the   all members of the Board of Managing Directors have
      Articles of Association.                                    the right to terminate their employment contracts. If
                                                                  members of the Board of Managing Directors make
      4. Key agreements in the event of a Change of               use of this right of termination or end their Board
          Control as a result of a takeover bid                   activities for other reasons in connection with the
      In the event of a Change of Control at Commerzbank,         Change of Control, they are entitled to a severance
      an extraordinary right of termination has been nego-        payment in the amount of the capitalized average
      tiated by Commerzbank with several contract part-           total annual payments for between two and five
      ners in favour of those contract parties as part of         years. With regard to retirement benefits and long-
      ISDA master agreements. In general, the right of ter-       term performance plans, members of the Board of
      mination is conditional upon Commerzbank‘s credit-          Managing Directors are essentially treated as if they
      worthiness worsening considerably. In the event of          had remained on the Board of Managing Directors
      this type of termination, the individual contracts con-     until the end of their most recent term of office. There
      cluded under these master agreements would have to          is no entitlement to a severance payment to
      be settled at fair value, which can be determined on        the extent a member of the Board of Managing
      every stock exchange trading day. The possibility           Directors receives payments from the majority share-
      cannot however be excluded that, if an individual           holder, from the controlling company or from the
      customer with an especially large volume of business        other legal entity in the event of integration or merg-
      terminates a contract, Commerzbank’s net assets,            er in connection with the Change of Control.
      financial position and operating results could never-           In a few exceptional cases, individual managers in
      theless be heavily impacted due to the Bank’s possi-        Germany and abroad have received an assurance of
      ble payment obligations. A master agreement with a          their payments for a transitional period effective from
      cooperation partner also contains a reciprocal right of     the start of their activities for the Bank in the event
      termination for all cooperative efforts concluded as        that they leave the bank in connection with a Change
      part of this master agreement. Such a termination           of Control at Commerzbank.
      would have a considerable impact on the net assets,
      financial position and operating results of the Bank.




      Risk Report                                                 •   The integration of Eurohypo into the risk manage-
                                                                      ment processes was virtually completed by the
      I.    Important developments in 2006                            end of 2006. The Bank’s well-established rating-
                                                                      based system of competences was revised and
      •     A due diligence review of the Eurohypo loan port-         the competences of the various committees
            folio carried out at the beginning of the year with       increased in a targeted manner; this was the way
            the help of external experts came to the conclu-          we integrated Eurohypo into the structure of deci-
            sion that the value of the collateral in the com-         sion-making bodies. In addition we have set up a
            mercial business is appropriate and that the risk         uniform means of management so that any deci-
            in the default portfolio is adequately covered. In        sions on the methods and processes to be used
            addition, a Section 44 audit carried out on behalf        are only ever made by Central Risk Control and
            of the regulatory authority confirmed that the            the risk situation is interpreted in reporting in a
            Eurohypo risk processes are appropriate and con-          uniform manner. In addition, we have succeeded
            form to the Minimum Requirements for the Risk             in retaining all of Eurohypo’s main risk manage-
            Management of Credit Institutions (MaRisk).               ment decision-makers and integrating them into
                                                                      the new organizational structure.
                                                                                            MANAGEMENT     REPORT       113




•   We completed the new conceptual plan for                 •   In line with its three corporate divisions, the Bank
    Commerzbank and Eurohypo’s Retail operative                  now has three operative credit function units for
    credit function with an eye to creating a shared             credit-risk management and these have been
    credit factory and will be implementing this in              merged with Risk Control in the Group Manage-
    2007. This operative credit function will in future          ment division. As required under MaRisk, this
    concentrate on taking risk-appropriate decisions,            reflects the fact that credit-risk management plays
    managing and monitoring the loan portfolio and               the leading role in managing the loan portfolios
    prevention and workouts. At the same time, the               of the front office units in a risk-appropriate man-
    credit factory that has been newly established on            ner and is responsible for sending clear signals on
    the front-office side will be responsible for effi-          origination and secondary market activities. We in
    cient, customer-oriented processing and opera-               turn take account of this by rigorously measuring
    tional management of the portfolio. We now have              the performance of the operative credit function
    substantially better scoring systems and risk-               units, primarily by tracking the change in the delta
    appropriate cut-off limits for individual compe-             of gross income and expected loss and the devia-
    tences in the front office in place. The front office        tion between budgeted and actual figures in the
    is also responsible for ensuring consistent risk/            provision for possible loan losses.
    return-oriented management of the portfolio. We
    are confident that we can gradually reduce the run       •   Prevention and workout units were set up within
    rate of the provision for possible loan losses in the        the three operative credit function units, each as
    white portfolio on a lasting basis. Together with            a separate area under the same name – intensive
    the calculable significant reduction of approxi-             care; we expect this too to lead to better results-
    mately one-third in the regulatory capital require-          oriented management. The intensive care function
    ments under Basel II, we consider that we are now            aims wherever possible to develop practical
    well positioned for the retail lending business. We          strategies for keeping transactions afloat and only
    aim to play a leading role on the German retail              to unwind them when these are not sustainable or
    lending market with this efficient business model.           fail. In this process, reducing the volume of
                                                                 defaults is not a goal in itself: much more impor-
•   We completed the etec efficiency project in the Cor-         tant is the optimization of recoveries. With real
    porates & Markets operative credit function in 2006.         estate making up such a high proportion of
    One consequence was the creation of a system                 defaults, the foreseeable market trend on the
    whereby individuals can take decisions about SMEs            German real-estate market plays an important
    on the basis of a ”rating navigator” which forms part        role in our workout strategy. The ”Guidelines for
    of a traffic light system; the amber section of this         Constructive Cooperation When a Company is in
    traffic light system (requiring dual control) was con-       Crisis”, which we helped to develop as part of the
    centrated in one location in Dresden for the whole           Finanzstandort Deutschland (IFD) initiative, pro-
    of Germany. A centre of competence with global               vides evidence of our customer orientation.
    responsibilities along sectoral lines was set up in
    Frankfurt for major companies; structured finance        •   We achieved all of the main targets that we had
    activities were also concentrated in Frankfurt.              set for 2006 under the Basel II project. The Federal
                                                                 Financial Supervisory Authority BaFin carried out
•   The well-established CRE & Public Finance opera-             the first wave of certification of the Advanced
    tive credit function structures were extended                Internal Rating Based (AIRB) approach for the loan
    across the whole Bank. By bundling the Corecd                portfolio between October 2006 and January 2007.
    property management business with the Euro-                  Now that we have applied for authorization to use
    hypo subsidiary Casia into a single property man-            the Advanced Measurement Approach (AMA) for
    agement unit called EH Estate Management under               operational risks for the Bank under Basel II, the
    the Commercial Real Estate & Public credit func-             certification audit has started at Commerzbank –
    tion, Commerzbank is demonstrating the growing               the first bank in Germany. A second part to the
    significance of this field.                                  audit is due in the first half of 2007.
114       MANAGEMENT    REPORT




      •    The regulatory authority completed its review of       II. Risk-based overall Bank management
           the internal market risk model for the trading
           book in the first half of 2006. It confirmed the       1) Risk-policy principles
           quality of the model by lowering the multiple used     Commerzbank’s value-based and risk/return-oriented
           to calculate the equity required to a figure that      overall Bank management involves taking on iden-
           compares very well with other big banks.               tified risks and managing them professionally.
                                                                  Accordingly, the core tasks for Commerzbank risk
      •    As part of its medium-term planning Commerz-           management consist of identifying all the major risks
           bank has set up an overall risk strategy that satis-   and – as far as possible – precisely measuring these
           fies the requirements of MaRisk with sub-strate-       risks and managing the resulting risk positions.
           gies for all significant risks and subjected it to a       Commerzbank defines risk as the danger of pos-
           test of its consistency with the overall business      sible losses or profits foregone, which may be trig-
           strategy. Besides the credit-risk strategy, we have    gered by internal or external factors. Risk manage-
           laid down particular targets for the country-risk      ment always distinguishes between quantifiable – i.e.
           strategy and the strategies for market risk, opera-    measurable – and unquantifiable categories of risk.
           tional risk and for all unquantifiable risks. In so        The Bank’s Board of Managing Directors defines
           doing, we have ensured that our front-office units     risk-policy guidelines as part of the annually reviewed
           are given limits allowing for growth and sufficient    overall risk strategy which it has established and
           ”breathing space”. It is now their responsibility to   which consists of various sub-strategies for the main
           exploit these rigorously.                              categories of risk. The overall risk strategy is based
                                                                  on the business strategy, which is also established
      •    As a consequence of MaRisk and the Solvency            by the Board of Managing Directors, so ensuring
           Regulation (SolvV), and also of the recommenda-        that the strategic orientation is in step with its risk
           tions of the Committee of European Banking             management.
           Supervisors (CEBS) that are key to advanced                Within the Board of Managing Directors, the Chief
           banks, there are significantly higher ongoing          Risk Officer (CRO) is responsible for controlling all
           demands on risk control for a bank of our size. We     of the quantifiable risks (especially credit, market,
           have therefore decided from the beginning of           liquidity and operational risks) of Commerzbank and
           2007 to split Risk Control into two separate units:    also for working out and implementing its overall risk
           ZCE for credit risk and economic capital and ZMO       strategy. As part of his responsibility for the credit
           for market and operational risk and overall risk       function, the CRO also assumes the management
           strategy.                                              function for all credit risks.
                                                                      The CEO bears responsibility for risks related to
      •    We have brought together all the most significant      the Bank’s business strategy and reputational risks.
           key risk data for the Bank for the first time in the   The CFO assumes responsibility for compliance risk
           Commerzbank Group’s annual report and pre-             (investor protection, insider guidelines, money laun-
           sented them in a special Risk Management               dering, etc.).
           section in the Notes. The aim is to make com-              The Board of Managing Directors as a whole and
           munication of risk more focussed, easier to under-     the Risk Committee of the Supervisory Board are
           stand and above all more appropriate for those         regularly informed about all of the major risks and
           reading it.                                            the overall risk situation by means of structured
                                                                  risk reports. Events of material significance for the
                                                                  Bank’s risk situation are reported to decision-makers
                                                                  on an ad hoc basis.
                                                                      The central information and management tool for
                                                                  the Board of Managing Directors and the Risk
                                                                  Committee of the Supervisory Board is the Quarterly
                                                                  Risk Report (QRR) produced by Central Risk Control
                                                                  (ZRC), in which trends in all of the quantitative cate-
                                                                                          MANAGEMENT      REPORT   115




gories of risk and the return on risk-adjusted capital    grow: at the end of 2006 the regulators authorized the
(RoRaC) are presented. There is also a comparison         option to switch to the use of internal models for
between budgeted and actual figures with the port-        liquidity risk and move away from the old Principle II.
folio goals and limits that have been formulated; any     Foreseeable developments include: a redefinition of
countermeasures are addressed immediately.                the term equity (Basel III), closer attention to bulk and
    We make sure that the risk functions are well         concentration risks (CEBS CP 11), stress tests (CEBS
equipped with personnel in qualitative and quantita-      CP 12), and even, although this is not realistic until
tive terms; we constantly examine their efficiency        after 2010, regulatory recognition of economic capital
using modern HR management systems and we sub-            models (Basel IV) and accompanying efforts to bring
ject them to rigorous performance scrutiny.               bank regulation closer into line with IFRS.
    The risk management system is subject to con-             In light of the above, Risk Control will be split into
tinuous development as determined by the market           two separate staff departments in 2007 along the
and the regulatory authorities. It makes a substantial    lines of the different risk categories: Credit Risk and
contribution to optimizing the risk and return struc-     Economic Capital Control (ZCE) and Risk Strategy/
ture of the Bank as part of our value-based manage-       Market and Operational Risk Control (ZMO).
ment.                                                         The Board of Managing Directors has delegated
                                                          tasks to specific committees under the CRO for the
2) Risk management organization                           operative execution of risk management; these act
Responsibility for implementing the risk-policy guide-    independently within the competences specifically
lines laid down by the Board of Managing Directors        delegated to them and assist the Board of Managing
throughout the Bank lies with the Chief Risk Officer      Directors in making decisions on issues relevant to
(CRO). The CRO regularly reports to the Risk Com-         risk.
mittee of the Supervisory Board and to the Board of           In view of the good experience to date the power
Managing Directors on the overall risk situation. In      of the Credit Committee (KK) to make decisions was
addition to being responsible for Risk Control, the       raised depending on the rating class, to up to 5% of
CRO is also in charge of the credit function units.       the Bank’s equity in the case of the highest category;
In parallel with the three operating divisions, the       ”time-to-market” loan decisions are valuable to the
Bank has three operative credit function units, each      Bank and the four representatives on the KK can also
run by a Chief Credit Officer (CCO).                      make decisions outside their weekly meetings when
    We implemented or introduced extensive organi-        required. In accordance with the powers delegated
zational measures to raise the efficiency of these        by the Board of Managing Directors the KK is also
operative credit function units in the course of 2006     responsible for monitoring the Bank’s loan portfolio,
(for example etec in Corporates and the establish-        adhering to the credit-risk strategy, regularly check-
ment of a new operative credit unit in the Retail divi-   ing the credit parameters under Basel II, delegating
sion as part of the Retail Credit project). We want to    competences and observing the credit guidelines.
continue along this path with the creation of a clear         The Country Risk Credit Committee (LKK) has
method of measuring performance and an un-                been set up as a special credit committee under the
ambiguous responsibility for adherence to budget          same rules as apply to the KK. It decides/votes on
by consistently separating the white from the grey        issues related to country risk management and dis-
and black areas in monitoring loans made by the           cusses trends in country ratings and key risk figures.
front office.                                                 The Operational Risk Committee (ORC) monitors
    The demands on Risk Control in recent years have      changes in the level of losses incurred by the Bank
grown massively as a result of the quantitative man-      and the ongoing development of the Basel II parame-
agement of parameters rolled out in all divisions, the    ters for the internal op-risk model and is also respon-
high level of complexity, the mathematical/statistical    sible for enforcing the principles under Section 280 of
modelling and validation required, and the mass of        the Solvency Regulation. The ORC checks the strate-
new regulatory demands (SolvV, MaRisk, etc.). With        gies and guidelines for treating unquantifiable risks
the ongoing high frequency of amendments and              and decides on them on behalf of the Board of
additions to the latter, demands will continue to         Managing Directors.
116   MANAGEMENT   REPORT




      The Market Risk Committee (MRC) lays down              the risk/return-oriented overall management of the
  value at risk (VaR) and stress limits taking the Bank’s    Bank. The main feature in 2008, however, will be the
  risk capacity and expected business into account and       regulatory capital requirement under Basel II and the
  ensures that they are monitored in a timely and risk/      ROE achieved on it; the Bank’s units need to become
  return-oriented manner. The MRC makes recommen-            better acquainted with this new risk-sensitive concept
  dations for action on behalf of the Board of Managing      and be able to check their strategic orientation on this
  Directors and the Bank’s trading units, based on suit-     new basis.
  able stress and scenario analyses and taking all
  relevant market parameters into account.                   4) Risk-taking capability
      In all of the risk committees we give due attention    Calculation of the risk-taking capability based on eco-
  to an appropriate delegation of competence with            nomic capital is the second important pillar of overall
  the aim of ensuring decisions are taken by people          Bank management, alongside integrated risk/return-
  closely in touch with the markets. The Board of            oriented management based on expected loss and
  Managing Directors is always informed promptly of          risk appetite.
  the Bank’s risk situation by ensuring that meeting             For this, the aggregate risk figure for the Bank as a
  minutes are circulated.                                    whole (measured as economic capital) is set against
                                                             the total capital available for covering risk. The objec-
  3) Risk strategy                                           tive of this comparison is to establish whether the
  The risk strategy, which will in future be updated on      Bank is in a position to anticipate potential unexpected
  an annual basis, determines how the Bank handles all       losses without serious negative effects on its business
  quantifiable and unquantifiable risks, which are           activity and to cover them from its own funds.
  broken down in detail into sub-risk strategies.                In accordance with the Bank’s guidelines, the capi-
      The unquantifiable risks are subjected to qualita-     tal available for covering risk must be 20% higher than
  tive monitoring in conformity with pillar II of the        the economic capital excluding diversification effects.
  Basel Accord and MaRisk.                                   Within the Bank’s overall risk strategy, the risk buffer
      The individual quantitative risks are managed by       requirement has been translated into specific targets
  setting target figures or fixing limits. Crucial figures   for individual portfolios. The Bank maintained all of
  for assisting the Bank in managing risk here are the       the buffers set in the year under review at all times.
  expected loss (EL – this is determined for default and         Commerzbank also applies a series of various
  operational risks and is based on the relevant risk        stress tests simulating unfavourable economic and
  parameters under Basel II), value-at-risk (VaR, espe-      market scenarios and their effect on the Bank. The
  cially in the daily monitoring of market price risks),     objective of this kind of observation is to ensure the
  the risk appetite (for monitoring the influence of risk    Bank’s risk-taking capability, even under situations of
  positioning on medium-term volatility in profits) and      stress.
  the economic capital (= unexpected loss [UL]).                 Stress test and scenario analyses in respect of the
  Economic capital is distinguished from risk appetite       various categories of risk are also gaining in impor-
  by its significantly higher confidence level; the loss     tance for the management of the Bank.
  that must not be exceeded is measured with a proba-
  bility of 99.95% and has to be covered by the dispo-       5) Compliance
  sable capital available for risk coverage when cal-        For Commerzbank, it is especially important that its
  culating the risk-taking capability. This confidence       employees are people of integrity who observe the
  level equates to an A+ rating from Standard & Poor’s,      relevant laws precisely because they have to deal
  Commerzbank’s target rating. Economic capital cov-         every day with highly sensitive customer data and
  ers default, market, investment, business and opera-       information. The crucial point, therefore, is to prevent
  tional risks and also takes the correlations and diver-    conflicts of interest from arising and to make sure
  sification effects within and between the different risk   that market manipulation and insider trading do not
  categories into account. We believe it is mainly useful    occur. The declared goals of compliance are to pro-
  for checking risk-taking capability and managing con-      tect customers, investors, employees and the reputa-
  centration risks, and it will be gradually extended to     tion of the Bank.
                                                                                          MANAGEMENT      REPORT    117




   Supervisory and capital-market regulations and             The credit-risk strategy puts particular focus on
the Bank’s internal rules are monitored centrally by      growth in the business with private and business cus-
Group Compliance (ZGC) with the aid of a monitoring       tomers and the Mittelstand in Germany and in Central
system which covers both the Bank’s proprietary           and Eastern Europe. With major companies and
trading and transactions by employees.                    multinationals, our business focus is clearly on
                                                          trading and investment banking products as part
6) Internal auditing                                      of the orientation of Corporates and Markets (ZCM).
Internal Auditing (ZRev) works on behalf of the Board     Following the integration of Eurohypo the commer-
of Managing Directors, free from instructions and         cial real-estate business, which is focused on the
external influence and as a unit independent of busi-     major conurbations throughout the world, forms
ness processes and with responsibility for the Group      another cornerstone of our business policy. Our
as a whole. Internal Auditing also operates free from     increased focus on emerging markets should enable
instructions in reporting and in evaluating the results   us to provide professional assistance to our target
of its audits.                                            customers as their regional and foreign trading busi-
    The instrument employed by Internal Auditing is       ness undergoes rapid change owing to globalization.
risk-oriented audit planning. It assesses the systems     The limitation of concentration and bulk risks and
for risk management and control and also for general      portfolio-oriented management in terms of timely
management and monitoring, thus helping to                identification of risks plays a crucial role for all target
improve them. As a consequence of the Solvency            groups and products.
Regulation and MaRisk, Internal Audit’s auditing obli-        In addition to the continuous monitoring process
gations have been significantly expanded.                 by Risk Control, there is regular reporting on adher-
                                                          ence to the credit-risk strategy in the form of the
III. Risk management                                      quarterly risk report (QRR). The Board of Managing
                                                          Directors is consequently able to see significant devi-
1) Default risks                                          ations from the credit-risk strategy promptly and ini-
Definition                                                tiate countermeasures in good time.
The risk of losses or profits foregone due to defaults
by counterparties and also the change in this risk.       Internal rating system
Apart from this traditional risk, default risk also       Rating methods form an integral part of risk measure-
covers country risk and issuer risk as well as counter-   ment and risk management and are thus a core com-
party risk and settlement risk arising from trading       petence and forward-looking competitive factor for
activities.                                               our Bank. Regulatory requirements such as the
                                                          Solvency Regulation encourage the development of
Credit-risk strategy                                      state-of-the-art rating systems by offering the oppor-
Building on the business and risk strategy, the Bank’s    tunity to take such processes into account when
credit-risk strategy sets the framework for the medium-   determining capital requirements. Introducing and
term orientation of the loan portfolio. The overriding    continuously improving these rating systems is by no
goals are:                                                means just a regulatory necessity, it is also in the
                                                          Bank’s own interests: only by consciously taking
•   identifying value drivers and reflecting them in      measurable risks can we successfully operate our
    the Bank’s business policy, and also reducing         business over the long term.
    value destroyers;                                         Commerzbank has used the opportunity provided
                                                          by the structural changes in German and international
•   supporting the overall Bank’s goal of maximizing      lending and the changed regulatory provisions under
    return on capital while respecting its risk-taking    the new Basel capital requirements to introduce an
    capability;                                           efficient, state-of-the-art technical structure to its
                                                          rating procedures. This gives the Bank an opportunity
•   selecting new and follow-up business from a risk/     to operate a better form of credit-risk management
    return aspect.                                        by reducing the number of loan loss provisions and
118     MANAGEMENT     REPORT




      lowering the opportunity costs from missing out on         risk parameters for commitments indicate a height-
      transactions. Furthermore, putting the Bank’s loan         ened risk, they are allocated to the amber phase; this
      commitments into reliable rating classes and having        automatically ensures the attention of another officer
      the ability to compare rating classes on the basis of      from the operative credit side.
      PD (probability of default) and allocate them within a
      uniform master scale provides the basis for actively       Modelling and quantifying credit risk
      managing the portfolio.                                    All credit risks are aggregated at the portfolio level
          The increasing integration of ratings into the lend-   with the aid of the internal credit-risk model. By pro-
      ing process and the significance of risk measurement       viding key figures, this model is one of the bases for
      for the management of the Bank as a whole place            risk monitoring (especially for managing bulk risk),
      high demands on quality assurance. Besides check-          portfolio management and monitoring country-risk
      ing the quality of the forecasts made using the Bank’s     and credit-risk strategy. The key result is the distribu-
      internal ratings, risk management must pay particular      tion of losses, which allows forecasts to be made on
      attention to continuously monitoring credit-risk           the probability of the possible extent of losses in the
      parameters and correctly applying and validating           lending business. From this we calculate both the
      credit-risk models and the functions in the credit         expected loss (EL) and the unexpected loss (UL).
      process.                                                       There are a host of risk factors and parameters
                                                                 included in the credit-risk model that are closely
      Credit-approval powers                                     linked to the parameters for Basel II. The risk of bor-
      In integrating Eurohypo we have standardized our           rowers defaulting (probability of default, or PD) is
      credit-approval powers. Depending on the rating and        derived from the rating systems; values have to be
      credit exposure, all major credit decisions are taken      estimated for the forecast exposure at default (EaD),
      under a committee structure applying uniform prin-         which are derived by aggregating the various types of
      ciples. On all committees, the front office and the        credit (e.g. unused lines, guarantees, letters of credit,
      back office are equally represented with two repre-        etc.) according to their statistically determined credit
      sentatives each and the credit officer from the back       conversion factors or CCF. Collateral, guarantees and
      office responsible for the portfolio is always in the      netting agreements are valued using their statistical
      chair; the latter cannot be outvoted on risk-related       parameters and the resultant unsecured exposures
      issues. The central body with credit-approval powers       weighted according to historical recovery rates to
      is the Credit Committee, which is chaired by the CRO       produce a commitment’s loss given default or LGD.
      and is responsible for all major credit decisions with-    Sector correlations and diversification effects are also
      in predefined limits or else submits them to the Board     taken into account. As part of the ongoing develop-
      of Managing Directors as a whole for a decision; this      ment of the model, we revised the input parameters
      ensures a uniform credit policy. For decisions that        for the risk calculations in 2006; we integrated the sta-
      do not need to be submitted to the KK, each division       tistical procedures for estimating collateral proceeds
      of the Bank has a credit sub-committee chaired by          and recovery rates implemented under the Basel II
      its own CCO. These are responsible for case-by-case        project into the model. Under Basel II the capital
      decisions and monitoring within the terms of the           requirement each portfolio class is calibrated based
      powers delegated to them, and also for risk-appropri-      on EL, which is the product of the three core parame-
      ate management of their division’s loan portfolio, for     ters PD, EaD and LGD. It is obvious that managing
      keeping the KK and the divisions up to date by means       credit risks in a modern big bank is nowadays no
      of appropriate reports on current developments, and        longer possible without the complex quantitative
      for predicting and immediately informing the KK of         know-how of modelling experts.
      any discernible weaknesses in their portfolios. Smaller
      commitments may be approved by two loan officers;          Limiting concentration and bulk risks
      in what is known under MaRisk as ”non-risk-relevant”       The goal and benchmark in the targeted monitoring
      business, we make use of the option to delegate            of credit risk is the risk/return-based target portfolio
      credit-approval powers to a single officer in the front    set down in the credit-risk strategy and the associated
      office under the terms of a traffic light system. If the   sub-portfolios of target groups and markets.
                                                                                         MANAGEMENT      REPORT      119




     Concentrations of risk in bulks, countries, target    sector data taking into account the historical per-
groups and products are restricted by means of a traf-     formance of the sectors, the quality of the current
fic light system which takes the special characteristics   loan portfolio and a sector overview. We make tar-
of each segment into account. As a central element of      geted use of the Bank’s research facilities for sector-
risk policy, bulk risk is managed using the economic       oriented risk management.
capital concept; the principal factors here are the            Having rigorously reinforced the management of
granularity of the portfolio and the correlation as-       bulk risks in the lending area, we are now focusing on
sumptions in respect of segment-, sector- and coun-        limiting bulk risk from investments and in the trading
try-specific factors of influence.                         book.
     Bulk risks are defined as applying to borrower
units requiring economic capital of at least €5m. Bor-     Managing default risk arising from
rower units requiring more than €20m of economic           trading transactions
capital are not wanted in a long-term perspective and      The management of default risk resulting from trading
are systematically reduced, with recourse to modern        transactions is based on MaRisk. Monitoring covers
capital market instruments such as CDSs if necessary.      counterparty risk, issuer risk, and all the settlement
The high value attributed to limiting bulk risks may be    risks resulting from trading activities. In quantifying
seen in the fact that the Board of Managing Directors      the risk from trading transactions we focus on a for-
laid down in its own internal rules in 2006 that un-       ward-looking presentation using mark-to-market or
animous resolutions are required for any board-level       mtm, and dynamic add-ons such as simulation pro-
credit decisions involving deployment of economic          cedures to determine the range of volatility of mtm.
capital in excess of €10m (based on final take).           The risk-mitigation effects of netting agreements are
     The Bank’s calculation of country risk involves       taken into consideration, as is the effect of collateral
both transfer risks and the event risks determined         agreements.
by the politics and economics specific to a region             A limit system is used to monitor whether daily
that have an effect on a country’s individual assets.      utilization remains within the set framework. This
Country-risk management covers all the decisions,          system is directly linked into the trading systems and
measures and processes which draw upon the infor-          ensures that credit exposure arising from trading
mation provided by quantifying risk and are intended       activities is monitored around the clock. The trading
to influence portfolio structure in order to achieve       units establish whether free trading lines are availa-
management goals. The newly created Country Risk           ble by means of a pre-deal limit check and may only
Committee has been delegated primary responsibility        carry out new deals to the extent that limits are free.
for deciding on the strategy towards country risks         Limit breaches are reported daily to management. In
and considering how to plan, manage and control            addition to this daily reporting, management is
them, and for fixing country limits. Opportunities in      informed monthly about the largest off-balance-sheet
emerging markets are arising for all areas of business     transactions. Risk reporting also includes regular
as a result of globalization, which is why we have         portfolio reports devoted to certain groups of coun-
thoroughly reviewed country risk management. Risk          terparties and is complemented by an assessment of
measurement/limitation and the rules for credit            limits and exposures by type of business, maturity,
approval powers have been brought into line with the       counterparty category and class of risk. A graduated
Basel II parameters EL and EaD and use of economic         procedure ensures that overdrafts are brought back
capital. These measures have laid the foundations for      within set limits.
stronger participation than in the past in the opportu-        In view of the high quality of our counterparty and
nities presented by globalization through expanding        underlying risk, cases of default as a negative factor
our business into the emerging markets in a focused        affecting the trading result again played an insignifi-
and risk-conscious manner.                                 cant role in 2006.
     Sectors continue to be managed with the aid of
a traffic light system. The colours for the various sec-
tors are worked out using key internal and external
120   MANAGEMENT   REPORT




  Business with non-banking financial institutions           2) Market price risks
  Private equity finance and hedge funds take up a rel-      Definition
  atively small share of the Commerzbank portfolio.          Market price risks encompass the risks of losses from
  This area is nevertheless a focus for our risk monitor-    changes in market prices (interest rates, spreads,
  ing and limitation as we expect the business and the       exchange rates, share prices, etc) or parameters in-
  associated risks to grow further over the next few         fluencing prices, such as volatility and correlations. In
  years. In the case of hedge funds there is a uniform       Commerzbank’s definition, risks from equity invest-
  risk policy specially formulated for these customers.      ments in the banking book and equity event risks
  Careful due diligence investigations into our business     (modelling equity risk beyond VaR, e.g. to cover the
  partners, collateral agreements with margin require-       insolvency of an issuer) also represent market risks.
  ments, specific stress tests and prompt reconfirma-        We also keep an eye on market liquidity risk, which
  tions are at the heart of this policy. The guidelines in   covers cases where it is not possible for the Bank to
  the Corrigan Report provide important assistance in        liquidate or hedge risky positions in a timely manner
  limiting risk.                                             and to the desired extent as a result of insufficient
      We are an active player in underwriting leveraged      liquidity in the market.
  acquisition financing for private equity funds, thanks
  to our competitive specialized finance ratings and         Risk management and monitoring
  good, in-depth analytical expertise. At the final take     We monitor market prices risks from centralized con-
  we concentrate on the less risky senior tranches and       trolling units within ZMO that are independent of
  ensure that portfolio management aims for gran-            trading activities. The operational management of
  ularity. We carefully evaluate the in-depth business       market price risks is the responsibility of the business
  plan of each individual commitment using base-case         concerned. The latter enter into market price risks
  and downside-case scenarios; we pay special atten-         within predefined limits and trading authorizations
  tion to sustainable financing models and financial         with the aim of generating income. Market risk is
  covenants.                                                 managed by means of a sophisticated system of lim-
                                                             its, combined with proven and optimized methods for
  Use of credit derivatives                                  measuring risk.
  For Commerzbank, the use of credit derivatives repre-           Commerzbank takes account of economic capital
  sents a central instrument for transferring credit risk.   required (risk-taking capability) and business expec-
  The Bank is successful in proprietary trading as a         tations in establishing its market-risk limits, ensuring
  market maker for credit default swaps (CDSs) and           a risk/return-based management of market price risk.
  also offers its customers structured credit derivative     The extent to which the limits are used and the
  products. Commerzbank draws upon the expertise             relevant P&L figures are reported daily to the Board
  gained in proprietary trading to make selective use of     of Managing Directors and the various heads of
  the instruments as a credit surrogate in the banking       divisions.
  book, thus enabling it to tap extra potential revenue
  in the form of risk/return-optimized earnings. These       Measuring market risk with our internal model
  instruments are also employed on the basis of pub-         In line with market standards and regulatory require-
  licly available information for hedging to systemati-      ments, Commerzbank calculates its market risks
  cally reduce risk. Commerzbank uses credit deriva-         using value-at-risk. At Commerzbank AG, foreign
  tives to selectively manage risk and to diversify the      branches, and the Luxembourg subsidiary CISAL we
  portfolio in line with its credit-risk strategy. We only   use an internal model to calculate the equity capital
  enter into credit derivative transactions with first-      required to back general and specific market risks.
  class counterparties; hedge funds play an insignifi-       We intend to apply for additional subsidiaries to be
  cant role.                                                 included in this internal model in the future.
                                                                                           MANAGEMENT      REPORT       121




    The regulatory authorities confirmed the suita-        Investment risks
bility of Commerzbank’s internal market risk model         Before new investments are acquired, opportunities
on the occasion of an audit held during course of the      and risks are analyzed by means of due diligence
year and significantly reduced the factor for backing      measures, while existing equity investments are
market risks with equity, to a factor of 3.3.              managed on the basis of regular reports from the
                                                           companies in question. At the same time, the market
Stress testing and scenario analysis                       risk stemming from the Bank’s listed equity invest-
Since the value-at-risk concept provides a forecast for    ments is monitored daily – as with the calculation of
possible losses under ”normal” market conditions,          trading positions – by ZMO and reported regularly,
Commerzbank supplements this by calculating stress         together with the risk from non-listed investments, to
tests and scenario analyses for specific parameters to     the Board of Managing Directors.
cover possible extreme scenarios.                              As larger investments are comparable from a risk
    Stress tests and scenario analyses are intended        point of view with bulk risks in the lending area, we
to simulate the impact of crises, extreme market           pay special attention to the monitoring carried out by
conditions and major changes in correlations and           those responsible for investment and risk manage-
volatilities.                                              ment in order both to limit the economic capital
    As part of our daily reporting, stress tests are       requirement for individual investments and to avoid
applied that are individually adapted to the risk fac-     any significant effect on the revaluation reserve or
tors in the various portfolios in each area of business.   the Bank’s profit and loss account.
Stress tests performed across portfolios simulate the          Strategy and Controlling (ZKE) performs the inde-
impact of historical and conceivable future crisis         pendent back-office control function for all strategic
scenarios on the Bank. These are supplemented by           and other investments.
specific monthly analyses for each investment cate-
gory (interest-rate, equity, FX and credit spread          3) Funding risks
scenarios). In the case of interest-rate risks in the      Definition
banking book, the effects of both parallel shifts and      Funding risk is the term for the risk of the Bank not
changes in the steepness of the yield curve are simu-      being able to meet its current and future payment
lated; with credit spread changes, various scenarios       obligations as and when they fall due (liquidity risk).
linked to the rating structure are tested. We also con-    Ensuring that Commerzbank is solvent at all times,
sider whether the effects have an impact on the profit     even in crisis situations, is the task of Group Treasury
and loss account or the revaluation reserve or             (ZGT). Measuring and monitoring across the Group is
whether they will only show up in the profit and loss      carried out by ZMO.
account in later years (i.e. they present opportunity          Managing funding risk is carried out beyond just
costs).                                                    the figures required by regulatory provisions (in the
                                                           year under review, as required for Principle II); these
Changes in market risks                                    are calculated by Accounting and Taxes (ZBS) on a dif-
From a market risk point of view, the integration of       ferentiated system of limits provided by ZMO using
Eurohypo in the year under review had only a rela-         the concepts of available net liquidity and stable
tively low influence on the overall risk, as the           funding. Both aim to manage liquidity efficiently
Eurohypo trading positions were of secondary impor-        management and avoid liquidity bottlenecks.
tance compared to those of Commerzbank.                        Using available net liquidity it is possible to deter-
    In the course of the year, market risks in the trad-   mine future funding requirements based on cumula-
ing book – measured at a confidence level of 99% and       tive liquidity available in the future, adjusted for the
a holding period of 10 days – were reduced by €9.2m        expected effects on liquidity of decisions relating to
to a VaR of €30.0m, mainly due to a reduction in pro-      business policy and customer behaviour. Utilization
prietary trading positions held by Treasury.               limits are set and monitored under a basic scenario
                                                           reflecting current market conditions, and also under
                                                           stress scenarios.
122     MANAGEMENT     REPORT




           Stable funding calculates the liquidity require-      Measuring operational risks with the AMA model
      ment for the Bank’s core lending business and assets       The stability, quality and information value of the
      that cannot be liquidated within one year, and com-        mathematical-statistical model were improved fur-
      pares these to the liabilities available for a term        ther in the year under review and its depth was
      longer than one year (including the stable base of         increased. The link to the external ORX database
      customer deposits). The aim is to finance the Bank’s       plays an important role in the adequate inclusion of
      illiquid assets and core business as far as possible       unexpected losses in the model.
      with long term liabilities.                                    To enable us to estimate the financial risk in the
           In addition, ZGT maintains liquidity portfolios in    event of infrequent major losses, we strengthened
      the leading currency centres. The sizes of the port-       the scenario analysis. The example of Heros, the
      folios reflect the results of the stress scenario calcu-   cash-transport company, which cost Commerzbank
      lations.                                                   approx. €16m, shows that such extreme scenarios
           BaFin allows the authorization of internal funding    can become reality. The analyses are directed at pur-
      risk models under the Liquidity Regulation (LiqV) that     suing measures to reduce risk. This led, in the Heros
      will replace the old Principle II from 2007 onwards.       case, to us finding a more stable solution for the
      Commerzbank is preparing systematically for this and       future by diversifying risk through the addition of two
      intends to apply for approval of its model by the end      more cash-transport companies and an appropriate
      of 2007.                                                   insurance policy.
                                                                     The Bank introduced a bonus-malus system for
      4) Operational risks                                       incentivization and as an additional qualitative valua-
      Definition                                                 tion tool for managing operational risks. This gives
      We define operational risk as the risk of losses           management incentives to reduce operational risks
      through inadequate or defective systems and                and improve risk management for the organizational
      processes, human or technical failures or external         units of the Bank. Owing to the measures taken,
      events such as system breakdowns or fire damage.           we largely succeeded in holding the level of the ope-
      By analogy with the Basel Committee’s definition, this     rational risk in the year under review despite inte-
      also includes legal risk, i.e. risks stemming from in-     grating Eurohypo.
      adequate contractual agreements or changes in the
      legal framework.                                           Legal risks
                                                                 The modelling of operational risk also incorporates
      Risk management and monitoring                             legal risks. These currently account for around 30%
      The Operational Risk Committee is regularly in-            of operational risk. The management of legal risks
      formed about the risk situation. Responsibility for the    worldwide is entrusted to Legal Services (ZRA). The
      implementation of measures at the operational level        central function of ZRA is to recognize potential losses
      to reduce risk lies with the individual units of the       arising from legal risk at an early stage, to devise
      Bank. To manage these risks the Bank has set up an         solutions for reducing, restricting or avoiding such
      independent central unit within ZMO, the responsibil-      risks and to make the necessary provisions. In this
      ities of which are clearly defined under to Section 280    connection, ZRA produces guidelines and standard
      of the Solvency Regulation for banks using the             contracts, which are implemented in close coopera-
      advanced approach under Basel II: ”This unit is            tion with business lines, branches and subsidiaries.
      responsible for developing the strategy, principles            The largest legal proceedings against Commerz-
      and procedures for identifying, measuring, monitor-        bank are presented to the Board of Managing
      ing and reporting operational risks and developing         Directors and Supervisory Board at regular intervals
      processes for managing these, and is in charge of          in the form of individual case analyses. A growing
      implementing and applying them.”                           readiness can be noted throughout the world in the
                                                                 financial sector to press customers’ claims through
                                                                 legal action. This is also being encouraged by the ever
                                                                 more complex regulation of the financial markets,
                                                                 with constant additions to banks’ catalogue of duties.
                                                                                          MANAGEMENT      REPORT       123




Personnel risks                                             MaRisk. Particular emphasis will be put on actively
In line with MaRisk, Commerzbank defines personnel          tying this into the Bank’s risk diversification and mon-
risks under four categories:                                itoring.

•   Aptitude risk: Employees and those standing in          5) Business risk
    for them must have the required knowledge and           Business risk encompasses the risk of losses due to
    experience appropriate to their duties, authority       negative deviations in income (especially commis-
    and responsibilities. Appropriate training mea-         sions and interest income) and expenses from the
    sures should ensure that the level of employees’        budgeted figures. It is influenced by business stra-
    qualifications keeps up with the state of develop-      tegy and the Bank’s internal planning process, and
    ments.                                                  also by changed overall conditions such as the mar-
                                                            ket environment, customer behaviour and technolog-
•   Motivation risk: The pay and incentive systems          ical developments. As part of the ongoing develop-
    must be designed such that they do not lead to          ment of the model, the intention is to model business
    conflicts of interest or disincentives, especially in   risks through a complete economic cycle.
    the case of senior managers.                                By reporting their business risk, which is also a
                                                            component of economic capital, divisions and sub-
•   Risk of leaving: The absence or departure of            sidiaries are encouraged to continuously improve
    employees should not lead to lasting damage to          their planning processes and the management of
    the operating workflow. The criteria for appoint-       their operations. This helps to validate the financial
    ment to all positions, especially those of man-         planning of the Bank and facilitates the internal allo-
    agers, must be laid down.                               cation of capital on the basis of risk and return.

•   Bottleneck risk: The quantitative and qualitative       6) Unquantifiable risks
    staffing of a bank must reflect in particular its       To meet the Pillar 2 demands of the new Basel
    internal operating requirements, business activi-       Framework, MaRisk requires a holistic view of risk
    ties, strategy and risk situation.                      and hence consideration of unquantifiable risks such
                                                            as reputational risks. As adequate quantitative mod-
   Responsibility for dealing with personnel risks lies     elling of these risks is impossible, they are subject to
with the Bank’s management. Personnel risks will be         a qualitative management and controlling process.
reported by ZPA from the second quarter of 2007 as
part of a newly developed process (HR Cockpit).             Strategic risk
                                                            Strategic risk represents the risk of negative trends in
Business contingency and continuity planning                income on account of previous or future fundamental
In order to ensure that banking activities are main-        business-policy decisions, produced by investment
tained and to reduce losses arising from serious inter-     decisions in various business lines or regions (such
ruptions of its operations to a minimum, the Bank has       as internal/external growth or divestments).
business contingency plans in written form. The                 Responsibility for the strategic management of
responsibilities of the different head-office depart-       Commerzbank lies with the Board of Managing
ments and individual units are monitored in a central       Directors, with support provided by Strategy and
business contingency policy, with supplementary             Controlling (ZKE) in the case of strategic issues.
regulations for the IT and Organization departments.        Some business-policy decisions – e.g. the acquisition
                                                            and disposal of equity holdings exceeding 1% of the
Outsourcing                                                 Bank’s equity – also require the approval of the Risk
The Bank reinforced its measures for controlling its        Committee of the Supervisory Board. All major
outsourcing activities in the year under review. The        investments are subjected to a thorough review as
focus of our work in 2007 will be on the implemen-          part of an investigation carried out by the Investment
tation of new requirements resulting from the revi-         Resources Committee (IRC). Based on constant
sion of regulatory provisions and their codification in     observation of the German and international markets
124     MANAGEMENT     REPORT




      and competitive environment and the requirements                MiFID affects adherence to market standards, best
      imposed by the regulatory authorities and the capital       execution of customer orders, management of con-
      markets, key changes and developments are continu-          flicts of interest and fair and appropriate investment
      ously analyzed to determine any action that needs to        advice to our customers. Compliance also monitors
      be taken to ensure the Company’s long-term success.         adherence to the internal standards the Bank has laid
                                                                  down for its employees, to ensure that they take no
      Reputational risk                                           part in transactions that are aimed at evading laws,
      By this we mean the risk of losses, declining income        regulations or directives. Accordingly, the definition
      or a reduction in the Bank’s market value on account        of the term ”compliance risk” goes beyond legal pro-
      of business transactions and other events that erode        visions and also encompasses issues of integrity and
      the confidence the public, rating agencies, investors       ethics.
      and business associates place in the Bank.                      Supervisory and capital-market regulations and
          In their daily activities the operational divisions,    the Bank’s internal rules are monitored centrally by
      branches and subsidiaries bear direct responsibility        Group Compliance (ZGC) with the aid of a sophisti-
      for reputational risk arising from their particular busi-   cated monitoring system which covers both the
      ness. Reputational risk can stem from other types of        Bank’s proprietary trading and transactions for
      risk and even accentuate these. For this reason, all        employees. Compliance officers help to identify and
      business-policy measures and activities are subjected       resolve conflicts throughout the Bank, especially on
      to careful scrutiny. In particular, Commerzbank             the investment side. An organizational system of
      avoids business-policy measures and transactions            Chinese walls helps to ensure that confidential or
      which entail significant tax or legal risks, and also       price-sensitive information is not compromised and
      environmental risks. The responsibility of Central          potential conflicts of interest are kept to an absolute
      Communications (ZKK) for monitoring this ensures            minimum. Employees are made aware of compliance-
      the Bank is aware of market perceptions at an early         relevant topics through extensive training sessions,
      stage. Our communications department votes on all           e.g. on money laundering.
      major credit decisions in respect of their reputational
      risks and there are also guidelines, for instance on        IV. Outlook
      the environmental sustainability of financing trans-
      actions.                                                    Basel II
                                                                  The main feature of 2007 will be the certification of
      Compliance risk                                             the most advanced Basel II approaches for opera-
      Compliance risk encompasses legal and regulatory            tional risks (AMA) and credit risk (AIRB). Based on our
      sanctions or financial losses due to failure to comply      initial internal calculations we expect that compared
      with laws, regulations, guidelines or organizational        to Basel I, under Basel II (which will become effective
      standards and codes of conduct which have a bearing         from January 1, 2008) there will be a modest fall in
      on Commerzbank business activities. This relates to         the regulatory capital adequacy requirement for the
      the prevention of money laundering, the protection of       Bank, even allowing for the new requirement to take
      data and business confidentiality, investor protection      account of operational risks in 2008. The Retail busi-
      and observing the provisions of the German                  ness and Commercial Real Estate will be the main fac-
      Securities Trading Act.                                     tors behind this fall. It is pleasing to note that we do
          Compliance implements compliance-related legal/         not foresee a noticeable rise in the capital adequacy
      regulatory requirements jointly with the specialist         requirement for any of the segments in the Group,
      departments concerned. The Markets in Financial             although we cannot rule out strategic adjustments
      Instruments Directive (MiFID) should be mentioned at        in sub-segments when it comes to implementing
      this point: this will be implemented within the Bank        Basel II. For instance, from January 1, 2008 for the
      by November 2007. MiFID sets new standards for              first time any externally-confirmed free lines of credit
      securities trading and affects virtually the whole          (differentiated by type and level of risk) will have to
      length of the securities-trading value chain at             be backed by regulatory capital, so the issue of cal-
      Commerzbank.                                                culating appropriate commitment commissions will
                                                                                          MANAGEMENT      REPORT       125




play a substantial role in the future. We see this          Internal model for calculating liquidity risks
development affecting the whole market, regardless          With the new Liquidity Regulation coming into force
of the Basel II approach selected.                          on January 1, 2007 banks will have the opportunity to
    We shall not be applying for AIRB certification for     use their own liquidity risk measurement and man-
some individual specialist portfolios (e.g. operating       agement procedures (i.e. their internal liquidity risk
foreign subsidiaries, non-banking financial institu-        model) to calculate liquidity risks. Commerzbank will
tions, renewable energy) until 2008 and shall value         do all that is necessary by the end of 2007 to apply for
them for the time being using the standard credit           the Available Net Liquidity concept (ANL), which it
approach. We shall be developing an AIRB invest-            has used internally for years, to be approved as its
ment model in 2007 for the risks arising from the           liquidity risk model.
Bank’s investments, which we shall be submitting for
certification in 2008; existing investments will be         Interest-rate risk in the banking book
”grandfathered” until 2017.                                 In times of flat and sometimes even inverted yield
                                                            curves it is difficult to achieve an adequate return in
Managing economic capital                                   Treasury or in Public Finance with interest-rate posi-
We foresee risk management increasingly developing          tions. We set great store on creating uniform stan-
in the direction of strategic asset allocation and eco-     dards for measuring economic performance and plan
nomic capital becoming more and more established            to subject these more than in the past to manage-
as the ”currency” for internal and external capital         ment and monitoring with the aid of limits and stop-
management; it has already become indispensable             loss triggers.
for monitoring risk-taking capability and bulk and con-
centration risks. We are confident that, in the long        Training and promoting future leaders
term it will be possible to use internal credit-risk        The quality of risk management is a substantial factor
models for regulatory capital adequacy requirements         in the profit and loss account and critical to success,
and view ICAAP (the Internal Capital Adequacy               making it a decisive competitive factor for the Bank.
Assessment Process, required by Basel II) and SREP          Rapidly changing regulatory and market-related pro-
(the Supervisory Review and Evaluation Process) as a        visions have increased the requirements in recent
good basis for taking the next steps in development         years, both in terms of breadth (all-round knowledge)
jointly with the regulatory authorities. We have cre-       and depth (specialist know-how), to a degree that has
ated the internal conditions to achieve this.               not been known in the past. This also requires change
                                                            processes which continually add to the level of quali-
Intensive Care                                              fication and identify both weaknesses and potential
In developing an efficient intensive care function, we      strengths at the earliest possible stage. The aim must
do not just see advantages in a lower provision for         be to define qualitative and quantitative gaps in cov-
possible loan losses and better recoveries. The work-       erage in a timely manner and fill these with highly
out skill has a substantial influence on the Basel II       qualified staff. Looking ahead we can see an even
parameters PD and LGD, and accordingly makes a              higher demand for ”quants”, i.e. employees with
significant contribution to a relatively favourable level   experience of risk modelling or who can acquire it
of capital adequacy required under the AIRB approach.       based on their good existing mathematical and sta-
The three independent intensive care units within the       tistical skills. The proportion of these who are home-
three operative credit functions have been given clear      grown should clearly be in the majority and will be
performance hurdles related to their areas for 2007         favoured by increased interchange between units of
with the aim of optimizing the intensive care result        the Group. Achieving greater certainty in our plan-
in a profit-centre-oriented way. High priority will be      ning and identifying and promoting top future lead-
given to applying a cash-value, market-oriented             ers will in future be an explicit performance target for
approach to this.                                           managers in risk management and to develop our
                                                            human resources we intend to work more closely
                                                            than before with leading universities. We see great
126     MANAGEMENT     REPORT




      advantages in obtaining a bachelor and/or master            ing ”management by anticipation”; in other words,
      degree. in parallel with pursuing a career and intend       continuously analyzing and forecasting external mar-
      to give our future managers support specifically to         ket factors and their effect on internal risk parameters
      this end.                                                   in a professional way, which will then allow the
                                                                  results of stress tests and scenario analyses to be
      Corporate Communications                                    checked for their relevance to the market. From this
      We are preparing for the increased significance of          point of view, it is important to value all portfolios
      externally communicating about risk with supervision        consistently, taking account of risk, return and liquid-
      authorities, rating agencies and analysts which will        ity in a realistic and forward-looking manner. The aim
      result from Pillar 3 of the Basel capital regulations,      is an anticipatory selection of new business and port-
      the Solvency Regulation and the requirements of the         folio management and an equally anticipatory man-
      CEBS Common Solvency Ratio Reporting (CoRep).               agement of capital; that means a timely adjustment
      Accordingly, all IRB banks will for the first time have     to the business we focus on when taking on or avoid-
      to publish extensive information in accordance with         ing risks.
      uniform standards on the methods they use and their
      parameters for sub-portfolios from the end of 2008.         Risk management and control: a core competence
      We expect that there will be a massive need for expla-      for the benefit of all stakeholders
      nations, which is already becoming noticeable on the        The new Solvency Regulation and the full implemen-
      part of external experts such as rating agencies and        tation of MaRisk involve an exceptionally high admin-
      analysts.                                                   istrative input on the part of risk control and risk
          That is why the risk function must in future com-       management in order to do justice to the very com-
      municate in a more focused and more clearly com-            plex demands on a lasting basis. This applies espe-
      prehensible manner in order to avoid incorrect con-         cially to banks like Commerzbank which are aiming
      clusions and misinterpretations. Risk management            for the most advanced Basel II approaches (IRBA for
      and controlling at major banks will continue to be          credit risks and AMA for OpRisk) in order that they
      subject to massive development processes and the            can enjoy the lowest and most risk-appropriate
      aim in future will increasingly be to produce an opti-      regulatory capital adequacy requirement on a lasting
      mum combination of modern, expert knowledge that            basis. But in the long term the related significant
      is in touch with the market together with quantita-         investments in risk management and controlling will
      tive management of parameters.                              pay off, not only as a result of the more favourable
          The risk functions of the future will increasingly      capital adequacy requirement but also, among other
      have to bring their knowledge to bear not only in           benefits, because:
      measuring risk and in reporting but also in managing
      the different types of risk, and thus will have an active   •   they are the basis for risk/return-oriented portfolio
      influence on the Bank’s risk/return-oriented manage-            management and performance measurement
      ment and decision processes. The intention is to seize
      any profitable business opportunities within the            •   they improve the opportunities to limit risks
      framework of a modern risk monitoring system. A                 through timely identification of issues
      close link between business and risk strategy and
      intensive communications (consulting) with the front        •   they create scope for efficiency in handling stan-
      office are key for this to be successful.                       dardized transactions

      Management by anticipation                                  •   they are essential to consistent risk-adjusted
      Basel II, the Solvency Regulation and MaRisk do not,            pricing, optimizing the selection of business and
      of course, mean an end to further developments in               strategically developing business lines
      risk management, since viewing risk has in the past
      been too one-sided in projecting the past forward into      •   they create value for all the Bank’s stakeholders;
      the future. This essential historical view needs to be          this has to be communicated in ways appropriate
      supplemented by a significantly more forward-look-              to those being addressed; specifically
                                                                                  MANAGEMENT     REPORT       127




for our customers                                       for our employees:

•   The risk of measuring and managing products,        •   Business strategies that are sustainable from a
    even complex ones, is essential to being able           risk point of view prevent unexpected fluc-
    to continuously provide modern credit and               tuations in business strategy and hence con-
    capital market products at fair market prices.          tribute to long-term job security.

•   Efficiently identifying upcoming risks and con-     •   In an innovative environment we offer our
    sistent rating communication to customers               employees the opportunity to participate in
    increases their survival chances in difficult           developing the most up-to-date risk-manage-
    times and reduces the number of insolvencies.           ment systems and apply these to the Bank’s
    The commitment that Commerzbank has given               portfolio. The experience gathered in doing
    to communicate ratings to our customers has             this is exciting and broadens their horizons,
    been mentioned in the rating brochure                   and also quite substantially improves their
    designed under our leadership as part of the            opportunities for personal development.
    IFD Mittelstand initiative. All IFD banks have
    now undertaken to make their ratings trans-
    parent to their customers. This makes cus-
    tomers more aware of their specific risk situa-
    tion and encourages the market to heal itself.

•   Professional intensive care helps to develop
    sustainable strategies for carrying on a busi-
    ness and thus makes it easier for customers to
    restructure their loans.

for our shareholders:

•   Exploiting all the Bank’s opportunities for
    doing business by using efficient risk systems
    (e.g. precise ratings).

•   Optimizing returns through a risk/return-ori-
    ented focus as part of the internal allocation of
    capital.

•   Limiting/reducing reductions in income in nor-
    mal business conditions, and especially during
    periods of economic or sector weakness.
128




      structure of commerzbank group

                                                   Board of Managing Directors

                                                        Corporate Divisions


                                                                                       Commercial
            Group              Retail Banking and          Corporate and
                                                                                    Real Estate, Public           Services
          Management           Asset Management         Investment Banking
                                                                                   Finance and Treasury



               Staff                                            Banking                                            Service
           departments                                       departments                                        departments




      Accounting and Taxes     German                   Mittelstand                Commercial Real Estate   Information
                               Asset Management                                                             Technology
      Credit Risk and Eco-                              • Corporate Banking        Commerz Grundbesitz-
      nomic Capital Control    International                                       gesellschaft mbH         Organization
                               Asset Management         • Financial Institutions
      Credit Risk Manage-                                                          CommerzLeasing           Transaction Banking
      ment Private and         Private Banking          • BRE Bank SA              und Immobilien AG
      Business Customers
                               Private and                                         Group Treasury
      Financial Controlling    Business Customers       Corporates & Markets
                                                                                   Public Finance
      Global Credit Risk       Retail Credit
      Management Commer-
      cial Real Estate and     comdirect bank AG
      Public Finance

      Global Credit Risk
      Management
      Corporates & Markets

      Group Communications

      Group Compliance

      Human Resources

      Internal Auditing

      Legal Services

      Risk Strategy / Market      Domestic and foreign branch network
      and Operational Risk
      Control

      Strategy and
      Controlling                   Cooperation in bancassurance area




                                      Subsidiaries and participations in Germany and abroad
Profit and loss account of Commerzbank Aktiengesellschaft for the period from January 1 to December 31, 2006
in € m                                                                                         2006     2005
Interest income from
a) lending and money-market transactions                                     8,410                      7,234
b) fixed-income securities and government-inscribed debt                     1,364                      1,548
                                                                                      9,774             8,782
Interest paid                                                                        –7,502            –6,337
                                                                                               2,272    2,445
Current income from
a) shares and other variable-yield securities                                          543               454
b) investments (subsidiaries, associated companies, and trade investments)              33                48
c) holdings in affiliated companies                                                    260               115
                                                                                                836      617
Income from profit-pooling and from partial or
full profit-transfer agreements                                                                 446      693
Commissions received                                                                  1,832             1,691
Commissions paid                                                                       –215              –178
                                                                                               1,617    1,513
Net income from financial transactions                                                          200      –23
Other operating income                                                                          185      148
General operating expenses
a) personnel expenses
   aa) wages and salaries                                                –1,762                        –1,654
   ab) compulsory social-security contributions,
       expenses for pensions and other employee benefits                     –450                       –438
       of which: for pensions                                 –210                                      –193
                                                                                     –2,212            –2,092
b) other administrative expenses                                                     –1,203            –1,227
                                                                                              –3,415   –3,319
Depreciation on and value adjustments
to intangible assets and fixed assets                                                          –196     –199
Other operating expenses                                                                       –364     –145
Write-downs of and value adjustments to claims
and certain securities, and additions to provisions
for possible loan losses                                                                      –1,158   –1,302
Income from additions to investments, holdings in
affiliated companies and securities treated as fixed assets                                     299      837
Expenses from the transfer of losses                                                             –1       –1
Result from ordinary activities
before restructuring expenses and
appropriation to fund for general banking risks                                                 721     1,264
Appropriation to fund for general banking risks                                                    –    –500
Restructuring expenses                                                                         –215      –30
Result from ordinary activities
after restructuring expenses and
appropriation to fund for general banking risks                                                 506      734
Taxes on income                                                                         –8              –414
Other taxes                                                                             –5                 8
                                                                                                –13     –406
Net income for the year                                                                         493      328
Withdrawals from revenue reserves
  b) from reserve for the Bank’s own shares                                              –               –33
  d) from other revenue reserves                                                       –12                 –
                                                                                                –12      –33
Allocation to revenue reserves
   b) to reserve for the Bank’s own shares                                              12                 –
   d) to other revenue reserves                                                          –                33
                                                                                                 12       33
Distributable profit                                                                            493      328
Balance sheet of Commerzbank Aktiengesellschaft as of December 31, 2006
Assets (in € m)                                                                                      31.12.2006   31.12.2005
Cash reserve
a) cash on hand                                                                               721                       569
b) balances with central banks                                                              2,858                     4,058
   including: with Deutsche Bundesbank                                        2,770                                  (3,916)
                                                                                                          3,579       4,627
Debt issued by public-sector borrowers, and bills of
exchange rediscountable at central banks
a) treasury bills and discountable treasury notes,
   as well as similar debt issues by public-sector borrowers                                  274                     2,668
   including: rediscountable at Deutsche Bundesbank                             88                                   (1,682)
b) bills of exchange                                                                            –                       392
   including: rediscountable at Deutsche Bundesbank                               –                                    (392)
                                                                                                           274        3,060
Claims on banks
a) payable on demand                                                                       10,496                    12,885
b) other claims                                                                            65,917                    67,851
                                                                                                        76,413       80,736
Claims on customers
including: secured by mortgages on real estate                               19,654                                 (20,273)
            communal loans                                                    4,887                                  (5,313)
                                                                                                       111,074      112,608
Bonds and other fixed-income securities
a) money-market instruments
   aa) issued by public-sector borrowers                                       166                                       20
       including: rediscountable at Deutsche Bundesbank                88                                               (13)
   ab) issued by other borrowers                                              2,088         2,254                     3,016
       including: rediscountable at Deutsche Bundesbank               140                                              (409)
                                                                                                                      3,036
b) bonds and notes
   ba) issued by public-sector borrowers                                     12,160                                  14,157
       including: rediscountable at Deutsche Bundesbank              9,877                                          (10,965)
   bb) issued by other borrowers                                             24,453        36,613                    23,848
       including: rediscountable at Deutsche Bundesbank           11,698                                             (9,657)
                                                                                                                     38,005
c) bonds and notes issued by Commerzbank                                                    7,064                     7,945
   nominal amount €6,888m
                                                                                                        45,931       48,986
Shares and other variable-yield securities                                                                7,523       7,186
Subsidiaries, associated companies and
trade investments (investments)                                                                            623        1,326
including: investment in banks                                                  40                                     (728)
           investment in financial-service institutions                          0                                       (0)
Holdings in affiliated companies                                                                        13,492        9,840
including: in banks                                                            705                                   (1,007)
           in financial-service institutions                                    13                                      (13)
Assets held on a trust basis                                                                               262          322
including: loans at third-party risk                                           262                                     (322)
Intangible assets                                                                                           45           45
Fixed assets                                                                                               494          612
Bank’s holding of its own shares               accounting par value: €3.5m                                  37           25
Other assets                                                                                            12,007       10,384
Deferred items
a) difference arising from consolidation pursuant to Art. 250, (3)
   of the German Commercial Code – HGB                                                        105                       116
b) other deferred items                                                                     1,333                     1,856
                                                                                                          1,438       1,972
                                                                                      Total Assets     273,192      281,729
Liabilities and Shareholders’ Equity (in € m)                                                       31.12.2006   31.12.2005
Liabilities to banks
a) payable on demand                                                                      20,949                    19,269
b) with agreed periods or periods of notice                                               78,947                   101,941
                                                                                                       99,896      121,210
Liabilities to customers
a) savings deposits,
   aa) with agreed period of notice of three months                         9,633                                   11,087
   ab) with agreed period of notice of more than three months                 468                                      525
                                                                                          10,101                    11,612

b) other liabilities
   ba) payable on demand                                                   46,316                                   36,910
   bb) with agreed periods or periods of notice                            40,291                                   45,619
                                                                                          86,607                    82,529
                                                                                                       96,708       94,141
Securitized liabilities
a) bonds and notes issued                                                                 28,607                    23,977
b) other securitized liabilities                                                           8,475                     6,344
                                                                                                       37,082       30,321
   including:
   ba) money-market instruments                                             7,792                                   (6,042)
   bb) own acceptances and promissory notes outstanding                         9                                      (75)
Liabilities on a trust basis                                                                              262           322
including: loans at third-party risk                                          262                                     (322)
Other liabilities                                                                                      13,362       13,645
Deferred items
a) difference arising from consolidation pursuant
   to Art. 340e, (2), 2 of the German Commercial Code – HGB                                   52                        70
b) other deferred items                                                                      711                       719
                                                                                                          763          789
Provisions
a) provisions for pensions and similar commitments                                         1,391                     1,351
b) provisions for taxation                                                                   188                       137
c) other provisions                                                                        2,536                     2,333
                                                                                                         4,115       3,821
Commerzbank Foundation                                                                                     39           33
Subordinated liabilities                                                                                 8,782       5,046
Profit-sharing certificates outstanding                                                                  1,189       1,581
including: maturing in less than two years                                    256                                    (647)
Fund for general banking risks                                                                            705          705
Capital and reserves
a) subscribed capital                                                                      1,709                     1,708
   (conditional capital €403m)
b) capital reserve                                                                         5,926                     5,918
c) revenue reserves
   ca) legal reserve                                                            3                                        3
   cb) reserve for the Bank’s own shares                                       37                                       25
   cd) other revenue reserves                                               2,121                                    2,133
                                                                                           2,161                     2,161
d) distributable profit                                                                      493                       328
                                                                                                       10,289       10,115
                                                       Total Liabilities and Shareholders’ Equity     273,192      281,729
1. Contingent liabilities
   a) contingent liabilities from rediscounted bills of exchange credited to borrowers         3                         2
   b) liabilities from guarantees and indemnity agreements                                24,632                    23,202
      (see also Note 27)                                                                               24,635       23,204
2. Other commitments
   c) irrevocable lending commitments                                                     35,638                    31,917
                                                                                                       35,638       31,917
132




      Notes

      General information                                           In accordance with the rules for fixed assets, in-
                                                                vestments and holdings in affiliated companies are
      (1) Accounting principles                                 carried at cost. Where a permanent impairment of
                                                                value seemed likely, we have made the relevant non-
      The annual financial statements of Commerzbank            scheduled depreciation. Insofar as the reasons for
      Aktiengesellschaft as of December 31, 2006, were pre-     the write-down no longer apply, we make a write-up
      pared in accordance with the provisions of the German     amounting to no more than the amount written down.
      Commercial Code (Handelsgesetzbuch – HGB) in com-             We show expenses and income (write-ups) in net
      bination with the regulation on the accounting of         form – insofar as these stem from the portfolio held for
      banks (RechKredV) and with due regard to the pro-         trading purposes, they appear under Net income from
      visions of the German Stock Corporation Act (Aktien-      financial transactions, while those from the liquidity
      gesetz – AktG).                                           portfolio are shown under Write-downs of and value
          The annual financial statements consist of the        adjustments to claims and certain securities, and addi-
      profit and loss account, the balance sheet and the        tions to provisions for possible loan losses.
      notes. In addition, a management report has been              Securities-lending transactions are shown accord-
      included pursuant to Art. 289, HGB, which appears on      ing to the principles of Art. 340b, (2), HGB, for genuine
      pages 2 to 29.                                            repurchase agreements. Lent securities remain as
          Unless otherwise indicated, all the amounts are       such in our balance sheet, whereas borrowed securi-
      shown in millions of euros.                               ties do not appear there.
                                                                    Tangible fixed assets are carried at their cost of
      (2) Accounting policies                                   acquisition or production and, insofar as they are sub-
                                                                ject to wear and tear, they are regularly depreciated.
      The cash reserve appears in nominal figures.              For the underlying economic usefulness and deprecia-
          Debt issued by public-sector borrowers and bills of   tion rates, we consult the tables published by the fiscal
      exchange rediscountable at central banks are shown in     authorities. Non-scheduled depreciation and write-
      discounted form.                                          offs are effected in the case of permanent impairments
          Claims on banks and claims on customers appear        in value. Minor-value items are written off imme-
      at their nominal values, with the loan-loss provisions    diately in the year of acquisition.
      that have been formed deducted. Differences between           We had made no use of the option to form a
      the acquisition cost and the nominal amount which         deferred tax item pursuant to Art. 274, (2), HGB, as of
      have interest character are assigned to deferred items    December 31, 2006.
      and recognized successively over their entire lifetime        Liabilities are shown in the balance sheet at the
      in interest income.                                       respective amounts to be repaid. The difference
          Bonds, notes and other fixed-income securities as     between the amount to be repaid and the amount paid
      well as shares and other variable-yield securities held   out is recognized as a deferred item and appears on a
      for trading purposes are valued within the framework      pro-rata basis in the profit and loss account. We recog-
      of a portfolio approach. Securities of the liquidity      nize long-dated discounted liabilities (zero-coupon
      reserve appear – according to the rules for current       bonds) at their present value.
      assets, with the strict lower-of-cost-or-market prin-         Provisions for pensions are formed according to
      ciple applied – at the lower of acquisition cost or       actuarial principles, applying a calculatory interest
      ascribed value. Securities held as fixed assets are       rate of 6% in a current value permissable for tax
      treated in accordance with the diluted lower value        purposes and on the basis of the Heubeck guideline
      principle.                                                tables 2005 G. For measuring our obligations under
                                                                early retirement and part-time schemes for older staff,
                                                                                                              NOTES      133




we have recourse to methods permissible under tax                In comparison to the previous year we have not
rules. Provisions for taxes and other provisions are         undertaken any changes in accounting or valuation
formed in accordance with reasonable commercial              methods.
judgement. Provisions for contingent losses from                 We have made adjustments in the order of presen-
pending transactions have been formed in the com-            tation of the components in the year-end accounts in
mercial balance sheet.                                       accordance with international usage. In analogy to the
    We provide for the risks associated with banking         consolidated financial statements, the financial state-
business by forming specific valuation allowances,           ments of Commerzbank AG for the first time show the
country valuation allowances, global valuation               profit and loss account before the balance sheet.
allowances and provisions. We adopt a cautious pro-
visioning approach, applying strict criteria. In addition,   (3) Currency translation
we have formed reserves pursuant to Art. 340f, HGB,
and Art. 340g, HGB, to cover the special risks arising       Foreign currencies are translated into the reporting
from banks’ business activity.                               currency in accordance with the provisions of Art.
    Derivative financial instruments are used both to        340h, HGB. We translate items in the balance sheet and
hedge balance-sheet items and for trading purposes.          the profit and loss account which are denominated in
On the balance-sheet date, the derivative financial          foreign currencies, as well as pending spot foreign-
instruments are remeasured individually. However,            exchange transactions, at the middle spot rate on the
to a reasonable extent, the results of remeasurement         balance-sheet date; forward foreign-exchange trans-
are netted against those for other transactions within       actions are translated at the forward rate. Assets
the same valuation unit. If net expenses arise, a pro-       treated as fixed assets – investments and holdings in
vision for contingent losses from pending transactions       affiliated companies – which are not specially covered
is formed.                                                   by either liabilities or forward transactions in the same
    The valuation of the trading portfolios is based on      currency are translated at the rate of the date of
the risk-adjusted mark-to-market approach, taking into       purchase. The financial statements of our branches
account a market price risk discount. The market risk to     abroad which are denominated in foreign currencies
be deducted is calculated on the basis of a value-at-risk    are translated into the reporting currency at the middle
approach and is gauged such that an expected maxi-           spot rate on the balance-sheet date. Pursuant to Art.
mum loss arising from these trading books will not be        340h, (2), HGB, losses and gains from currency trans-
exceeded with a high degree of probability within a          lation are reflected in the profit and loss account.
defined period of time.
    In the profit and loss account, we make use in the       Currency translation rates (in units for €1)
financial statements as of December 31, 2006, of the
                                                             Ft.      251.77000   HKD        10.24090   S$     2.02020
setting-off options pursuant to Art. 340c, (2), HGB and      ¥        156.93000   Rbl        34.68000   TWD   42.88000
Art. 340f, (3), HGB.                                         Kc        27.48500   Rp.    11,844.44000   US$    1.31700
                                                             £          0.67150   Sfr.        1.60690   Zl     3.83100
134       NOTES




      Notes to the profit and loss account
      (4) Revenues, by geographical market

      €m                                                                                   2006                      2005
      Germany                                                                            10,176                     8,782
      Europe (excl. Germany)                                                               1,677                    1,677
      America                                                                               695                       537
      Asia                                                                                  220                       165
      Africa                                                                                  59                       54
      Total                                                                              12,827                    11,215


      The aggregate amount covers the following items of the        ments, holdings in affiliated companies, commissions
      profit and loss account: interest income, current income      received, net income from financial transactions and
      from shares and other variable-yield securities, invest-      other operating income.



      (5) Auditors’ fees

      The auditors’ fees (excluding turnover tax) of €6m, recognized as expenses in the 2006 financial year, break down as
      follows:


      €1,000                                                                               2006                    2005
      Audit of financial statements                                                        3,988                   3,677
      Provision of other certificates or assessments                                       1,996                   1,099
      Tax consulting services                                                                  2                      33
      Other services                                                                        196                      560
      Total                                                                                6,182                   5,369



      (6) Other operating income

      Other operating income of €185m (previous year: €148m) mainly includes revenues from the reversal of provisions not
      related to lending and rental income.



      (7) Other operating expenses

      Other operating expenses of €364m (previous year: €145m) mainly include expenses from allocations to provisions not
      related to lending and also to rental and leasing charges for re-let premises.



      (8) Administrative and agency services

      The following major administration and agency services were performed for third parties:


      •   Custody account administration                                    •   Fiduciary services
      •   Agency services for insurance and home loan savings plans         •   Investment business
      •   Portfolio management                                              •   Securities commission business
                                                                                                             NOTES       135




Notes to the balance sheet
(9) Remaining lifetimes of claims and liabilities

€m                                                                                31.12.2006               31.12.2005
Other claims on banks                                                                 65,917                   67,851
  with a remaining lifetime of
           less than three months                                                     47,135                   45,587
           more than three months, but less than one year                             14,160                   18,631
           more than one year, but less than five years                                3,638                    2,923
           more than five years                                                          984                      710
Claims on customers                                                                  111,074                  112,608
   with indeterminate lifetime                                                         9,124                    9,848
   with a remaining lifetime of
            less than three months                                                    32,340                   33,615
            more than three months, but less than one year                             8,650                    9,603
            more than one year, but less than five years                              25,688                   23,429
            more than five years                                                      35,272                   36,113

Of the bonds, notes and other fixed-income securities in an amount of €45,931m (previous year: €48,986m), €9,406m
will mature during the 2007 financial year.



€m                                                                                31.12.2006               31.12.2005
Liabilities to banks
   with agreed lifetime or period of notice                                           78,947                  101,941
   with a remaining lifetime of
             less than three months                                                   52,436                   72,869
             than three months, but less than one year                                10,225                   11,718
             more than one year, but less than five years                              5,219                    5,537
             more than five years                                                     11,067                   11,817
Savings deposits
  with agreed period of notice of more than three months                                 468                      525
  with a remaining lifetime of
           less than three months                                                         41                       42
           more than three months, but less than one year                                 96                      109
           more than one year, but less than five years                                  269                      286
           more than five years                                                           62                       88
Other liabilities to customers
  with agreed lifetime or period of notice                                            40,291                   45,619
  with a remaining lifetime of
            less than three months                                                    34,667                   38,316
            more than three months, but less than one year                             1,895                    2,727
            more than one year, but less than five years                               1,241                    1,186
            more than five years                                                       2,488                    3,390
Other securitized liabilities                                                          8,475                    6,344
  with a remaining lifetime of
           less than three months                                                      2,654                    2,797
           more than three months, but less than one year                              5,510                    3,469
           more than one year, but less than five years                                   63                       68
           more than five years                                                          248                       10

Of the €28,607m of bonds and notes issued (previous year: €23,977m), €6,536m will fall due in the 2007 financial year.
136     NOTES




      (10) Marketable securities

                                                          marketable            listed on a stock exchange             not listed
      €m                                             31.12.2006   31.12.2005     31.12.2006     31.12.2005    31.12.2006     31.12.2005
      Bonds, notes and other
      fixed-income securities                            45,931        48,986        35,990          40,049        9,941            8,937
      Shares and other
      variable-yield securities                           5,692         6,570          5,338          6,241            354           329
      Investments                                          582          1,260           523           1,044             59           216
      Holdings in affiliated companies                   11,441         8,014              –              –      11,441             8,014


      Under shares and other variable-yield securities, different      and part-time work schemes for older staff. During the
      investment fund shares of €1,545m (previous year: €121m)         financial year a further €1,424m were invested within the
      are shown as a financial investment; these may be used           framework of a Contractual Trust Arrangement model
      solely to meet obligations arising from old-age pensions         (CTA).




      (11) Relations with affiliated companies and equity investments

                                                                     Affiliated companies                        Investments
      €m                                                          31.12.2006         31.12.2005          31.12.2006          31.12.2005
      Claims on banks                                                  33,690              5,832                295                 8,640
      Claims on customers                                               4,442              5,763                 46                   28
      Bonds, notes and other fixed-income securities                    4,066              1,247                281                 1,036
      Liabilities to banks                                             12,561              4,945                153                 1,042
      Liabilities to customers                                          4,774                  212               35                   25
      Securitized liabilities                                            499                   498                 –                    –
      Liabilities on a trust basis at third-party risk                    40                    40                 –                    –




      (12) Trust business

      €m                                                                                        31.12.2006                   31.12.2005
      Claims on customers                                                                               262                          322
      Assets on a trust basis at third-party risk                                                       262                          322
      Liabilities to banks                                                                              258                          317
      Liabilities to customers                                                                            4                            5
      Liabilities on a trust basis at third-party risk                                                  262                          322
                                                                                                                        NOTES       137




(13) Changes in book value of fixed assets

                                                 Intangible           Fixed          Securities held   Invest-     Holdings in
                                                   assets             assets           as financial    ments*)       affiliated
€m                                                                                    investments                  companies*)
Cost of acquisition/production
as of 1.1.2006                                      276               2,676                 121
Changes in exchange rates                              0                 –3                    –
Additions in 2006                                     20                 61               1,424
Disposals in 2006                                     10                 94                    –
Transfers                                              5                 –5                    –
Cost of acquisition/production
as of 31.12.2006                                    291               2,635               1,545
Cumulative write-downs                              246               2,141                    –
Additions in 2006                                      –                   –                   –
Residual book values 31.12.2006                       45                494               1,545            623            13,492
Residual book values 31.12.2005                       45                612                 121          1,326              9,840
Write-downs in 2006                                   25                171                    –

*) Use was made of the option to present an aggregate figure, pursuant to Art. 34, (3), RechKredV.


Of the land and buildings with an overall book value of                   Office furniture and equipment of €429m (previous
€65m (previous year: €77m), the Bank uses premises of                year: €535m) is included in fixed assets.
€53m (previous year: €64m) for its own purposes.                          With reference to securities shown as financial invest-
                                                                     ment we refer to our comments under note number 10.




(14) Other assets

Other assets of €12,007m (previous year: €10,384m)                   €7,903m) and claims arising from profit-transfer agree-
mainly comprise premiums paid for option contracts and               ments with affiliated companies as well as payments in
interest-rate caps amounting to €9,206m (previous year:              relation to security furnished.
138     NOTES




      (15) Subordinated assets

      €m                                                                                   31.12.2006           31.12.2005
      Claims on banks                                                                         76,413                 80,736
              of which: subordinated                                                             871                      472
      Claims on customers                                                                    111,074               112,608
              of which: subordinated                                                             242                      218
      Bonds and notes
      a) of other issuers                                                                     24,453                 23,848
              of which: subordinated                                                             309                      228
      b) own bonds                                                                              7,064                 7,945
              of which: subordinated                                                               4                       22
      Shares and other variable-yield securities                                                7,523                 7,186
              of which: subordinated                                                              88                       56
      Total                                                                                     1,514                     996




      (16) Repurchase agreements

      The book value of the securities pledged under repurchase agreements, which appear in the balance sheet, is €25,048m
      (previous year: €50,068m).




      (17) The Bank’s foreign-currency position

      On the balance-sheet date, the aggregate amount of              Foreign-currency liabilities amounted to €53,770m
      foreign-currency assets was €58,017m (previous year:         (previous year: €56,560m) on the balance-sheet date.
      €56,793m).




      (18) Security pledged for own liabilities

      The following assets were pledged as security for the above-mentioned liabilities:


      €m                                                                                   31.12.2006           31.12.2005
      Treasury bills                                                                               3                      389
      Claims on customers and banks                                                           13,437                 13,218
      Securities                                                                              33,405                 60,708
      Total                                                                                   46,845                 74,315


      Security was furnished in connection with genuine securities repurchase agreements to raise funds, for funds borrowed
      for fixed specific purposes and in connection with open-market transactions.
                                                                                                                NOTES        139




(19) Other liabilities

Other liabilities of €13,362m (previous year: €13,645m) mainly include premiums for option contracts and interest-rate
caps amounting to €10,729m (previous year: €8,771m).




(20) Provisions

Other provisions were primarily formed for contingent            Other provisions also include restructuring provisions
losses from pending transactions of the trading port-        of €279m (previous year: €81m).
folios, other administrative expenses, lending trans-
actions and matters related to the personnel area.




(21) Subordinated liabilities

In the event of insolvency or winding-up, the subordi-           The obligations arising from the bonds and notes are
nated liabilities of €8,782m (previous year: €5,046m) may    subordinated obligations of the issuer, which will be met
only be repaid after the claims of all non-subordinate       on an equal basis with all the issuer’s other subordinated
creditors have been met. Until such time, no repayment       liabilities.
obligation or claims to interest payments exist.                 In the financial year, interest paid on subordinated lia-
                                                             bilities amounted to €401m (previous year: €306m).


As of December 31, 2006, the following fund-raising measures exceeded 10% of the aggregate amount for this item:


Code number               Currency         Amount in m            Interest rate           Maturity date
WKN CB0.789               EURO                       1,250              4.125%            13.09.2016
WKN 002.155               EURO                       1,000              5.012%            12.04.2036       hybrid bonds
WKN 002.156               GBP                         800               5.905%            12.04.2036       hybrid bonds


The issuer cannot be obliged by creditors to make prema-         Conversion into capital or into another form of debt is
ture repayment. The conditions for subordinated obliga-      not laid down in the contractual agreements.
tions find application.
140     NOTES




      (22) Profit-sharing certificates outstanding

      Of the profit-sharing rights outstanding which appear in             If the distributable profit is not sufficient for a distribu-
      the balance sheet, €915m (previous year: €913m) count as         tion to be made on the profit-sharing certificates, the dis-
      liable equity funds as defined in Art. 10, (5a), KWG.            tribution is reduced in accordance with the relevant con-
         Repayments of the profit-sharing certificates are sub-        ditions of the profit-sharing certificates.
      ordinate to the claims of other creditors, but take priority
      over distributions to shareholders.


      31.12.2006
      Volume                    Interest rate        Maturing on
      in € m                                                  31.12.
       320                      6.38%                          2010          Profit-sharing certificate
                                                                             including: €10m registered profit-sharing certificate
                                                                             WKN 803205
       256                      7.90%                          2008          Profit-sharing certificate
                                                                             including: €5m registered profit-sharing certificate
                                                                             WKN 816120
       255                      EUR-12-month                   2006          Profit-sharing certificate with warrants*)
                                Libor +0.6%                                  WKN 803625
                                                                             Warrant exercise period expired
       150                      6.38%                          2009          Profit-sharing certificate
                                                                             including: €12m registered profit-sharing certificate
                                                                             WKN 816406
       100                      7.00%                          2009          Profit-sharing certificate
                                                                             WKN 816407
         50                     7.53%                          2014          Registered profit-sharing certificate
                                                                             WKN 422785
         25                     7.56%                          2014          Registered profit-sharing certificate
                                                                             WKN 422720
         10                     7.24%                          2009          Registered profit-sharing certificate
                                                                             WKN 422714
         10                     7.50%                          2009          Registered profit-sharing certificate
                                                                             WKN 423280
           8                    7.24%                          2009          Registered profit-sharing certificate
                                                                             WKN 422721
           5                    7.52%                          2009          Registered profit-sharing certificate
                                                                             WKN 423289
      1,189

      *) Repayment on June 1, 2007




                        Profit-sharing rights outstanding                     Matured            Profit-sharing rights outstanding
      €m                                        31.12.2005             in financial year                                  31.12.2006
      Total                                          1,581                          392                                         1,189
                                                                                                             NOTES     141




(23) Equity

€m
Equity as of 31.12.2006                                                                                      10,289
a) Subscribed capital                                                                                         1,709
b) Capital reserve                                                                                            5,926
c) Revenue reserves                                                                                           2,161
        Legal reserve                                                                        3
        Reserve for treasury shares                                                         37
        Other revenue reserves                                                          2,121
d) Distributable profit                                                                                         493



a) Subscribed capital
The subscribed capital of Commerzbank AG (share capi-          Capital Group Companies, Inc. (Los Angeles) has
tal) of €1,708,638,206.60 was divided as of December 31,    informed us that its share of voting rights in Commerz-
2006, into 657,168,541 no-par-value shares (accounting      bank AG has exceeded 5% on September 7, 2006 and now
par value per share: €2.60). The shares are issued in the   amounts to 5.035%. In addition, Assicurazioni Generali
form of bearer shares. No preferential rights or restric-   S.p.A. owns a share of more than 5% of the voting rights
tions on the payment of dividends exist.                    in Commerzbank AG either directly or via its parent com-
                                                            pany Generali Group.


€                                                                                                 Subscribed capital
as of 31.12.2005                                                                                   1,707,712,648.20
Issue of shares to employees                                                                             925,558.40
as of 31.12.2006                                                                                   1,708,638,206.60



b) Capital reserve
In the capital reserve, premiums from the issue of Commerzbank AG shares are shown. Additional cash payments
from the issue of conversion and option rights entitling holders to purchase Commerzbank AG shares are also recog-
nized here.


€                                                                                                    Capital reserve
as of 31.12.2005                                                                                   5,917,988,232.87
Issue of shares to employees                                                                           7,853,007.04
as of 31.12.2006                                                                                   5,925,841,239.91



c) Revenue reserves


                                                Total              Legal           Reserve for         Other revenue
€m                                                                reserve       treasury shares           reserves
as of 31.12.2005                                2,161                3                 25                   2,133
Changes in portfolio of treasury shares             –                 –                12                    –12
as of 31.12.2006                                2,161                3                 37                   2,121


We draw attention to the comments under Note 26 with regard to the reserve for treasury shares.
142     NOTES




      (24) Authorized capital

      Year of                     Original                 Remaining                   Expiring             Pursuant to the
      resolu-                    authorized                authorized                    on                 Bank’s Articles
      tion                         capital                   capital                                        of Association
                                    €m                         €
      2004                          225                 225,000,000.00              April 30, 2009          Art. 4 (3)
      2002                            30                  19,768,703.60             April 30, 2007          Art. 4 (4)
      2004                          225                 225,000,000.00              April 30, 2009          Art. 4 (6)
      2006                          170                 170,000,000.00              April 30, 2011          Art. 4 (7)
      2006                          200                 200,000,000.00              April 30, 2011          Art. 4 (8)
      2006                            12                  12,000,000.00             April 30, 2011          Art. 4 (9)
      as of 31.12.2006              862                 851,768,703.60


      Conditions for capital increases out of authorized capital result from the individual terms as follows (see Articles of
      Association of Commerzbank AG, as of August 23, 2006):

      Art. 4 (3): The Board of Managing Directors is authorized, with the approval of the Supervisory Board, to increase the
      Company’s share capital by April 30, 2009, through the issue of new no-par-value shares against cash, in either one
      or several tranches, but by a maximum amount of €225,000,000 (authorized capital 2004/I). On principle, shareholders
      are to be offered subscription rights; however, the Board of Managing Directors may, with the approval of the
      Supervisory Board, exclude shareholders’ subscription rights to the extent necessary in order to offer to the holders
      of conversion or option rights, either already issued or still to be issued by Commerzbank Aktiengesellschaft or by
      companies in which Commerzbank Aktiengesellschaft directly or indirectly holds a majority interest (group com-
      panies as defined in Art. 18, (1), Aktiengesetz), subscription rights to the extent to which they would be entitled after
      they have exercised their conversion or option rights. In addition, any fractional amounts of shares may be excluded
      from shareholders’ subscription rights.
      Art. 4 (4): The Board of Managing Directors is authorized to increase, with the approval of the Supervisory Board, the
      share capital of the Bank by April 30, 2007, through the issue of new no-par-value shares against cash, in either one
      or several tranches, but by a maximum amount of altogether €19,768,703.60, thereby excluding the subscription
      rights of shareholders for the purpose of issuing these shares to the Bank’s staff.
      Art. 4 (6): The Board of Managing Directors is authorized, with the approval of the Supervisory Board, to increase the
      Company’s share capital by April 30, 2009 through the issue of new no-par-value shares against cash or contributions
      in kind, in either one or several tranches, but by a maximum amount of €225,000,000 (authorized capital 2004/II). On
      principle, shareholders are to be offered subscription rights; however, the Board of Managing Directors may, with the
      approval of the Supervisory Board, exclude shareholders’ subscription rights to the extent necessary to offer to the
      holders of conversion or option rights, either already issued or still to be issued by Commerzbank Aktiengesellschaft
      or by companies in which Commerzbank Aktiengesellschaft directly or indirectly holds a majority interest (group
      companies as defined in Art. 18, (1), Aktiengesetz), subscription rights to the extent to which they would be entitled
      after they have exercised their conversion or option rights. In addition, any fractional amounts of shares may be
      excluded from shareholders’ subscription rights. Furthermore, the Board of Managing Directors may, with the
      approval of the Supervisory Board, exclude shareholders’ subscription rights insofar as the capital increase is made
      against contributions in kind for the purpose of acquiring companies or interests in companies.
      Art. 4 (7): The Board of Managing Directors is authorized, with the approval of the Supervisory Board, to increase
      the Company’s share capital by April 30, 2011, through the issue of new no-par-value shares against cash, in either
      one or several tranches, but by a maximum amount of €170,000,000 (authorized capital 2006/I). The Board of
      Managing Directors may, with the approval of the Supervisory Board, exclude shareholders’ subscription rights if
      the issue price of the new shares is not substantially lower than the market price of already listed shares offering the
      same conditions.
      Art. 4 (8): The Board of Managing Directors is authorized, with the approval of the Supervisory Board, to increase the
      Company’s share capital by April 30, 2011 through the issue of new no-par-value shares against cash or contributions
      in kind, in either one or several tranches, but by a maximum amount of €200,000,000 (authorized capital 2006/II).
                                                                                                                            NOTES       143




On principle, shareholders are to be offered subscription rights; however, the Board of Managing Directors may, with
the approval of the Supervisory Board, exclude shareholders’ subscription rights to the extent necessary to offer
to the holders of conversion or option rights, either already issued or still to be issued by Commerzbank
Aktiengesellschaft or by companies in which Commerzbank Aktiengesellschaft directly or indirectly holds a majority
interest (group companies as defined in Art. 18, (1), Aktiengesetz), subscription rights to the extent to which they
would be entitled after they have exercised their conversion or option rights. In addition, any fractional amounts of
shares may be excluded from shareholders’ subscription rights. Furthermore, the Board of Managing Directors may,
with the approval of the Supervisory Board, exclude shareholders’ subscription rights insofar as the capital increase
is made against contributions in kind for the purpose of acquiring companies or interests in companies.
Art. 4 (9): The Board of Managing Directors is authorized, with the approval of the Supervisory Board, to increase the
Company’s share capital by April 30, 2011 through the issue of new no-par-value shares against cash, in either one
or several tranches, but by a maximum amount of €12,000,000 (authorized capital 2006/III), thereby excluding share-
holders’ subscription rights for the purpose of issuing shares to employees of Commerzbank Aktiengesellschaft and
companies in which Commerzbank Aktiengesellschaft directly or indirectly holds a majority interest (group compa-
nies as defined in Art. 18, (1), Aktiengesetz).



In the financial year, authorized capital of €925,558.40 was           Last years’ Art. 4 (7) of the Articles of Association was
used for the capital increase from the issue of shares to          deleted further to the decision of the Annual General
the Bank’s staff.                                                  Meeting dated May 17, 2006, since the authorized capital
                                                                   was practically fully utilized (€1.80 remaining) and thereby
                                                                   became redundant.


                                   Remaining            Added in              Used in             Expired in           Remaining
                                   authorized         financial year       financial year     financial year            authorized
                                     capital                                                                             capital
€                                  31.12.2005                                                                           31.12.2006
Total                            470,694,263.80       382,000,000.00        925,558.40              1.80              851,768,703.60




(25) Conditional capital

                            Conditional        Added in          Expired in          Conditional                     of which
                              capital       financial year      financial year          capital            used            available
                            31.12.2005                                               31.12.2006        conditional              lines
€                                                                                                          capital
Total                      403,000,000.00         –                    –          403,000,000.00               –     403,000,000.00


As resolved by the AGM of May 30, 2003, the Bank’s                 as defined in Art. 18 (1) of the German Companies Act –
share capital has been conditionally increased by up to            Aktiengesetz) exercise their conversion or option rights,
€403m (Art. 4 (5) of the Articles of Association). Such con-       or the holders or creditors of the convertible bonds or con-
ditional capital increase will only be effected to the extent      vertible profit-sharing rights to be issued by May 30, 2008
that the holders or creditors of the convertible bonds,            by either Commerzbank Aktiengesellschaft or companies
bonds with warrants or profit-sharing rights – carrying            in which Commerzbank Aktiengesellschaft directly or
conversion or option rights – to be issued by May 30, 2008,        indirectly holds a majority interest (group companies
by either Commerzbank Aktiengesellschaft or companies              as defined in Art. 18 (1) of the German Companies Act –
in which Commerzbank Aktiengesellschaft directly or                Aktiengesetz) meet their obligation to exercise their con-
indirectly holds a majority interest (group companies              version rights.
144     NOTES




      (26) Treasury shares

                                                          Number of shares*)           Accounting par value        Percentage of
                                                                 in units                       in €1,000           share capital
      Portfolio on 31.12.2006                                  1,348,226                          3,505                  0.21
      Largest total acquired
      during the financial year                                3,368,985                          8,759                  0.51
      Shares pledged by customers
      as collateral on 31.12.2006                              3,187,556                          8,288                  0.49
      Shares acquired during the financial year              151,049,562                        392,729                     –
      Shares disposed of during the financial year           150,633,132                        391,646                     –

      *) accounting par value per share €2.60


      The AGM on May 17, 2006 authorized us, pursuant to Art.        or are attributable to it pursuant to Art. 71a et seq., AktG,
      71, (1), no. 7, AktG, to purchase and sell the Bank’s shares   the shares purchased on the basis of this authorization
      for the purpose of securities trading. The authorization is    may at no time exceed 10% of the share capital of
      valid until October 31, 2007. The aggregate amount of          Commerzbank AG.
      shares acquired for this purpose may not exceed 5% of                 The purchase shall be effected – as decided by the
      the share capital of Commerzbank AG at the end of any          Board of Managing Directors – on the stock exchange, by
      given day.                                                     means of a public offer to all shareholders or by means of
          Together with the Bank’s own shares purchased for          an invitation to all shareholders to submit an offer to sell.
      other reasons, which are held by Commerzbank Aktien-           The authorization is valid until October 31, 2007.
      gesellschaft or are attributable to it pursuant to Art. 71a           The Board of Managing Directors is authorized to use
      et seq., Aktiengesetz, the shares purchased on the basis of    the acquired shares as follows:
      this authorization may at no time exceed 10% of the share
      capital of Commerzbank Aktiengesellschaft.                     aa) to sell them via the stock exchange or by means of a
          The lowest price at which the Bank may buy one of its             public offer to all shareholders;
      shares may not be more than 10% lower than the mean            bb) under certain additional conditions to sell them in
      value for the share price (closing auction prices or similar          ways other than via the stock exchange or by means of
      successor prices for the Commerzbank share in XETRA                   a public tender offer to all shareholders, provided that
      trading or a similar successor system to the XETRA sys-               the repurchased shares are sold at a price that is not
      tem on the Frankfurt Stock Exchange) on the last three                substantially lower than the market price of the shares
      trading days prior to the purchase; the highest price at              of Commerzbank AG offering the same conditions at
      which the Bank may buy one of its own shares may not be               the time of sale;
      more than 10% higher than this amount.                         cc) to sell them in ways other than via the stock exchange
           The average purchase price in the past financial year            or by means of a public tender offer to all share-
      was €27.36 (previous year: €21.31), and the average sell-             holders, where this is carried out for the purpose of
      ing price €27.40 (previous year: €21.15). The surplus from            acquiring companies or interests in companies;
      the above mentioned turnover was booked as revenues            dd) in the event of the shares being sold via the stock
      for the financial year.                                               exchange or by means of a public tender offer to all
          For the Commerzbank shares held in the Bank’s port-               shareholders, by granting subscription rights to the
      folio at year-end, a reserve of €37m (previous year: €25m)            holders or creditors of convertible bonds or bonds
      was formed.                                                           with warrants or profit-sharing rights – with conver-
          The AGM on May 17, 2006 also authorized us, pur-                  sion or option rights – issued by Commerzbank AG or
      suant to Art. 71, (1), no. 8, AktG, to purchase the Bank’s            by companies in which Commerzbank AG directly or
      shares, in one or in several tranches, for purposes other             indirectly holds a majority interest to the extent of
      than securities trading. Together with the treasury shares            their entitlement to shares after they have exercised
      purchased for other reasons, which are held by the Bank               their conversion or option rights;
                                                                                                                NOTES       145




ee) to issue shares to employees of Commerzbank AG or             Shareholders’ subscription rights on own purchased
   of companies in which Commerzbank AG directly or           shares are excluded in so far as the shares are subject
   indirectly holds a majority interest as defined in Art.    to the aforementioned authorizations under lit. aa) to
   18, (1), Aktiengesetz);                                    lit. ee).
ff) to redeem and cancel the shares without the need for          We did not use this authorization in the 2006 financial
   a further AGM resolution.                                  year.




Other notes
(27) Contingent liabilities

€m                                                                                  31.12.2006                 31.12.2005
Contingent liabilities from bills of exchange credited to borrowers                           3                         2
Liabilities from guarantees and indemnity agreements                                    24,632                    23,202
  of which: Credit guarantees                                                            2,127                      2,502
             Other guarantees                                                           17,035                    14,048
             Letters of credit                                                           5,470                      6,652
Total                                                                                   24,635                    23,204




(28) Other commitments

€m                                                                                  31.12.2006                 31.12.2005
Irrevocable lending commitments                                                         35,638                    31,917
  Book credits to customers                                                             33,582                    29,235
  Book credits to banks                                                                  1,138                      1,945
  Credits by way of guarantee                                                              761                       569
  Letters of credit                                                                        157                       168




(29) Other financial commitments

On December 31, 2006, the existing commitments arising            Due to our participation in Liquiditäts-Konsortialbank
from rental and leasing agreements amounted to altogether     mbH, Frankfurt, we are responsible for the payment of
€1,958m for subsequent years (previous year: €2,063m);        assessments of €38m (previous year: €38m) in accord-
€1,014m (previous year: €1,070m) of this relates to com-      ance with Art. 26, GmbHG. In addition, a guarantee obli-
mitments to affiliated companies.                             gation of €135m (previous year: €135m) exists.
   Payment commitments for equities, shares in private            Under Art. 5, (10) of the statutes of the German banks’
limited companies and other interests amounted to €0.4m       Deposit Insurance Fund, we have undertaken to indem-
(previous year: €1m) on the balance-sheet date.               nify the Association of German Banks for any possible
                                                              losses incurred through measures to support banks in
                                                              which we hold a majority interest.
146     NOTES




      (30) Letter of comfort

      In respect of the subsidiaries listed below and included in the consolidated financial statements of our Bank, we ensure
      that, except in the case of political risks, they are able to meet their contractual liabilities.


      Name                                                                                                Registered office
      AFÖG GmbH & Co. KG                                                                                  Frankfurt am Main
      BRE Bank Hipoteczny SA                                                                              Warsaw
      BRE Bank SA                                                                                         Warsaw
      BRE Leasing Sp. z o.o.                                                                              Warsaw
      Caisse Centrale de Réescompte, S.A.                                                                 Paris
      CCR Actions                                                                                         Paris
      CCR Chevrillon-Philippe                                                                             Paris
      CCR Gestion                                                                                         Paris
      comdirect bank Aktiengesellschaft                                                                   Quickborn
      COMINVEST Asset Management GmbH                                                                     Frankfurt am Main
      COMINVEST Asset Management Ltd.                                                                     Dublin
      COMINVEST Asset Management S.A.                                                                     Luxembourg
      Commerz (East Asia) Ltd.                                                                            Hong Kong
      Commerz Asset Management Asia Pacific Pte Ltd.                                                      Singapore
      Commerz Equity Investments Ltd.                                                                     London
      Commerz International Capital Management (Japan) Ltd.                                               Tokyo
      Commerzbank (Eurasija) SAO                                                                          Moscow
      Commerzbank (South East Asia) Ltd.                                                                  Singapore
      Commerzbank (Switzerland) Ltd                                                                       Zurich
      Commerzbank Asset Management Asia Ltd.                                                              Singapore
      Commerzbank Belgium S.A./N.V.                                                                       Brussels
      Commerzbank Capital Markets Corporation                                                             New York
      Commerzbank Europe (Ireland)                                                                        Dublin
      Commerzbank Europe Finance (Ireland) plc.                                                           Dublin
      Commerzbank International S.A.                                                                      Luxembourg
      Commerzbank Overseas Finance N.V.                                                                   Curaçao
      Commerzbank Zrt.                                                                                    Budapest
      CommerzLeasing und Immobilien AG                                                                    Düsseldorf
      Erste Europäische Pfandbrief- und Kommunalkreditbank Aktiengesellschaft in Luxemburg                Luxembourg
      Eurohypo Aktiengesellschaft                                                                         Eschborn
      European Bank for Fund Services GmbH (ebase)                                                        Haar near Munich
      Gracechurch TL Ltd.                                                                                 London
      Hypothekenbank in Essen AG                                                                          Essen
      Intermarket Bank AG                                                                                 Vienna
      OLEANDRA Grundstücks-Vermietungsgesellschaft mbH&Co., Objekt Jupiter KG                             Düsseldorf
      OLEANDRA Grundstücks-Vermietungsgesellschaft mbH&Co., Objekt Luna KG                                Düsseldorf
      OLEANDRA Grundstücks-Vermietungsgesellschaft mbH&Co., Objekt Neptun KG                              Düsseldorf
      OLEANDRA Grundstücks-Vermietungsgesellschaft mbH&Co., Objekt Pluto KG                               Düsseldorf
      OLEANDRA Grundstücks-Vermietungsgesellschaft mbH&Co., Objekt Uranus KG                              Düsseldorf
      OLEANDRA Grundstücks-Vermietungsgesellschaft mbH&Co., Objekt Venus KG                               Düsseldorf
      P.T. Bank Finconesia                                                                                Jakarta
      Stampen S.A.                                                                                        Brussels
      Transfinance a.s.                                                                                   Prague
                                                                                                            NOTES    147




(31) Forward transactions

€m                                                            Nominal amount                          Fair value
                                                            Remaining lifetimes
                                                under         1-5        more than       total   positive   negative
31.12.2006                                      1 year       years        5 years
Foreign-currency-based forward transactions
OTC products
  Foreign-exchange forward contracts           141,433       9,638           351      151,422      1,286       1,608
  Interest-rate and currency swaps              36,097      87,391        59,841      183,329      2,374       1,751
  Currency call options                         14,600       6,203         2,467       23,270        461           –
  Currency put options                          16,359       7,003           503       23,865          –         400
  Other foreign-exchange contracts                 553          36         2,046        2,635         55          47
Products traded on a stock exchange
   Currency futures                                 19              –           –          19          0             0
   Currency options                                  –              –           –           –          –             –
Total                                          209,061     110,271        65,208      384,540      4,176       3,806
Interest-based forward transactions
OTC products
  Forward-rate agreements                       128,599       1,253             –      129,852        40          45
  Interest-rate swaps (same currency)         1,528,188   1,634,875     1,492,973    4,656,036    44,192      44,953
  Interest-rate call options                     14,006      38,233        31,885       84,124     1,951           –
  Interest-rate put options                       8,769      46,553        39,924       95,246         –       2,245
  Structured interest-rate products               1,073       5,042         2,351        8,466       256         160
Products traded on a stock exchange
   Interest-rate futures                        65,456       4,878         2,232       72,566         76           111
   Interest-rate options                         1,891          86         1,886        3,863          9             5
Total                                         1,747,982   1,730,920     1,571,251    5,050,153    46,524      47,519
Other forward transactions
OTC products
  Structured equity/index products               8,791      13,450         4,476       26,717        998       2,091
  Equity call options                           10,521      17,287         1,176       28,984      4,073           –
  Equity put options                            12,698      17,628           950       31,276          –       4,336
  Credit derivatives                            41,324      86,636        10,978      138,938        871       1,019
  Precious metal contracts                          18           0             –           18          1           1
  Other transactions                                41           1             –           42          1           1
Products traded on a stock exchange
   Equity futures                                5,498           5             –        5,503         57          35
   Equity options                               65,757      57,371         3,630      126,758      4,296       4,152
   Other futures                                   130          16             –          146          2           4
   Other options                                    26          20             –           46          3           3
Total                                          144,804     192,414        21,210      358,428     10,302      11,642
Total pending forward transactions
OTC products                                  1,963,070   1,971,229     1,649,921    5,584,220    56,559      58,657
Products traded on a stock exchange            138,777      62,376         7,748      208,901      4,443       4,310
Total                                         2,101,847   2,033,605     1,657,669    5,793,121    61,002      62,967

The fair values of derivative financial instruments are   to calculate the fair values of the derivatives which
derived, among other things, from interest rates and      we show. Both the choice of measurement method and
indices, as well as equity prices and currency rates.     the selected influential parameters depend upon the
Various mark-to-market measurement methods are used       individual product.
148     NOTES




         The fair values of forwards and swaps are calculated       applied. For the volatilities used in measuring options,
  by means of the net present value method, taking into             volatility surfaces are calculated from volatilities quoted
  account discount factors worked out from the interest-            in the market, wherever these are available. If it is not
  rate curve of the relevant trading currency.                      possible to calculate such volatilities, because – for
         Plain vanilla and digital options are priced using the     example – not enough issues are quoted in the market,
  Black-Scholes model. In the case of exotic options, such          the historical volatility is calculated instead. Monte Carlo
  as those with a path-dependent payoff, pricing models             simulation is also used for structured transactions.
  based on tree-building or the Monte Carlo methods are




      (32) The Bank’s staff

      On average, we employed 23,195 people (previous year: 23,467) last year, who were deployed as follows:


                                                  total                             male                            female
                                             FT            WF                  FT           WF                 FT            WF
      AG in Germany           2006       19,411       21,245               9,609       10,516               9,802        10,729
                              2005       19,662       21,491               9,772       10,681               9,890        10,810
      AG abroad               2006        1,896           1,950            1,270           1,307              626            643
                              2005        1,923           1,976            1,288           1,324              635            652
      AG total                2006       21,307       23,195             10,879        11,823              10,428        11,372
                              2005       21,585       23,467             11,060        12,005              10,525        11,462


      The figures for full-time staff (FT) include part-time per-   The figures for the workforce (WF) also cover all part-
      sonnel with the time actually worked. The average time        time staff. Trainees are not included in the employee
      worked by part-time staff is 60% (previous year: 60%).        figures.


                                                          total                            male                          female
      Trainees                2006                        1,255                             502                              753
                              2005                        1,147                             459                              688
                                                                                                                            NOTES       149




(33) Remuneration and loans to board members

A detailed description of the principles of the remunera-                The total remuneration for the members of the Board
tion system for the members of the Board of Managing                 of Managing Directors and the Supervisory Board under
Directors and members of the Supervisory Board is pro-               German commercial law and accounting provisions as at
vided in the remuneration report. This forms part of the             the respective year-ends is as follows:
management report.


                                                                                                     31.12.2006           31.12.2005
                                                                                                          €1,000               €1,000
Board of Managing Directors                                                                               23,069               15,368
Supervisory Board                                                                                           1,977               1,616


The total remuneration for the Board of Managing Direc-                  The following table shows the remuneration in the form
tors includes remuneration in kind granted within the                of basic salary, variable remuneration, pay-outs from long-
standard scope (essentially remuneration in kind from                term performance plans (LTPs) and other remuneration
vehicle use and insurance, taxes and social security con-            of the individual members of the Board of Managing Direc-
tributions related to remuneration in kind) which for tax            tors. The variable remuneration 2006 is shown subject to
purposes has to be treated as benefits in money’s worth.             the annual financial statements of Commerzbank AG for
                                                                     the financial year being approved in their present form.


                                                              Cash remuneration                              Other 3)           Total
Amounts                                        Basic salary        Variable        Payment for the
in €1,000                                                      remuneration2) LTPs 2002 and 2003
Klaus-Peter Müller            2006                 760              2,736                  900                  80              4,476
                              2005                 760              2,280                    0                  86              3,126
Martin Blessing               2006                 480              1,695                  450                  77              2,702
                              2005                 480              1,500                    0                  69              2,049
Wolfgang Hartmann             2006                 480              1,350                  450                109               2,389
                              2005                 480              1,500                    0                134               2,114
Dr. Achim Kassow              2006                 480              1,600                     –                44               2,124
                              2005                 480              1,500                     –               123               2,103
Bernd Knobloch 1)             2006                 360              1,125                     –                 35              1,520
                              2005                   –                  –                     –                  –                  –
Klaus M. Patig                2006                 480              1,500                     0                 65              2,045
                              2005                 480              1,500                     0                 60              2,040
Michael Reuther 1)            2006                 120                375                     –             2,885               3,380
                              2005                   –                  –                     –                 –                   –
Dr. Eric Strutz               2006                 480              1,650                  196                  42              2,368
                              2005                 480              1,500                    0                  42              2,022
Nicholas Teller               2006                 480              1,800                  250                  78              2,608
                              2005                 480              1,500                    0                  58              2,038
Total                         2006               4,120             13,831                2,246              3,415              23,612
                              2005 4)            3,640             11,280                    0                572              15,492


1) Pro rata for the period since being appointed.
2) 2006 payable in 2007; less remuneration already received for performing board functions at consolidated companies (€543,000;
   previous year: €483,000).
3) ”Other” includes payment in kind in the year under review (€546,000) and, for Mr. Reuther, an amount of €2,869,000 paid to him as
   special remuneration for payments he had to forego from his previous employer arising from restricted equity units and bonuses
   when he joined the Board.
4) The totals for 2005 do not include amounts for the member of the Board of Managing Directors Andreas de Maizière who left the
   Board in 2005 (pro rata fixed pay of €280,000 and payments in kind of €79,000).
150     NOTES




         The active members of the Board of Managing Direc-                 The following table shows the number of shares (cor-
  tors had and have participated in the 2002-2006 long-term             responding to a ”virtual” option per share) per individual
  performance plans (LTPs) which are represent a share-                 active member of the Board and per respective current
  based form of remuneration. In order to take part in the              LTP, as well as the fair values at the time the share-based
  various plans, the members of the Board of Managing                   payment was granted and the fair values as of the valua-
  Directors on the basis of their individual decisions have             tion date, December 31, 2006. Provisions for the LTPs
  invested in up to 2,500 shares of Commerzbank AG and                  2004 to 2006 amounting to €2.0m have been formed for
  the Chairman in up to 5,000 shares of Commerzbank AG                  possible future payment liabilities to members of the
  per plan at current market prices.                                    Board on the basis of the fair values as of December 31,
                                                                        2006. The allocation affecting profit and loss was €0.9m
                                                                        for all plans in the 2006 financial year.
      Long-term performance plans


                                                     2004                                                 2005
                                 Number of        Attributable fair value in €          Number of       Attributable fair value in €
                                participating       when          pro-rated on         participating      when          pro-rated on
                                    shares        the shares          31.12.2006          shares        the shares       31.12.2006
                                                were granted                                           were granted
      Klaus-Peter Müller            5,000         120,900.00           419,500.00         5,000         137,300.00        186,200.00
      Martin Blessing               2,500          60,450.00           209,750.00         2,500          68,650.00         93,100.00
      Wolfgang Hartmann             2,500          60,450.00           209,750.00         2,500          68,650.00         93,100.00
      Dr. Achim Kassow                   –                  –                      –      2,500          68,650.00         93,100.00
      Bernd Knobloch                     –                  –                      –           –                    –                  –
      Dr. Eric Strutz               2,500          60,450.00           209,750.00         2,500          68,650.00         93,100.00
      Nicholas Teller               2,500          60,450.00           209,750.00         2,500          68,650.00         93,100.00



                                                     2006
                                 Number of        Attributable fair value in €
                                participating       when          pro-rated on
                                    shares        the shares          31.12.2006
                                                were granted
      Klaus-Peter Müller            5,000         174,550.00            24,550.00
      Martin Blessing               2,500          87,275.00            12,275.00
      Wolfgang Hartmann             2,500          87,275.00            12,275.00
      Dr. Achim Kassow              2,500          87,275.00            12,275.00
      Bernd Knobloch                2,500          87,275.00            12,275.00
      Dr. Eric Strutz               2,500          87,275.00            12,275.00
      Nicholas Teller               2,500          87,275.00            12,275.00


      The potential remuneration stemming from participation            five years all the plans are terminated either by a payment
      in the LTPs 2004 to 2006 could deviate considerably from          or through expiry.
      the figures shown in the table above or could even be com-            The second pay-out for the LTP 2002 and the first pay-
      pletely eliminated, because the final pay-out amounts are         out for the LTP 2003, which were based on the values of the
      not fixed until the end of the term of each LTP. The term of      first quarter of 2006, resulted in a payment obligation for
      all plans initially amounts to three years. In so far as they     the amounts achieved under the terms of the plans. This
      are not in the money, they are initially prolonged by one         pay-out was made in June 2006 in cash. These plans ended
      year in each case. If no payment is made at that date,            with a payment of €80.00 per share contributed for the LTP
      the plans are prolonged by a further year. After maximally        2002 and €100.00 per share contributed for the LTP 2003.
                                                                                                                   NOTES       151




The table below lists the payments to members of the Board of Managing Directors (€2,246 thousand in total) who par-
ticipated in these plans regardless of their current board positions. The payments are contained in the total remunera-
tion amount above.


Long-term performance plans


                                                   2002                                                 2003
                                   Number of              Amount in €                    Number of             Amount in €
                                  participating                                         participating
                                      shares                                                shares
Klaus-Peter Müller                     5,000                   400,000.00                    5,000               500,000.00
Martin Blessing                        2,500                   200,000.00                    2,500               250,000.00
Wolfgang Hartmann                      2,500                   200,000.00                    2,500               250,000.00
Dr. Eric Strutz                        1,200                    96,000.00                    1,000               100,000.00
Nicholas Teller                            –                            –                    2,500               250,000.00


Payments to former members of the Board of Managing               for the 2006 financial year (previous year: €1,393 thou-
Directors and their surviving dependents amounted to              sand), provided that the AGM of Commerzbank AG
€5,413 thousand in the 2006 financial year (previous year:        resolves that a dividend of €0.75 be paid per no par-value
€7,756 thousand).                                                 share. The basic and remuneration and remuneration for
   For present and former members of the Board of Man-            serving on committees amounts to €1,426 thousand (pre-
aging Directors or their surviving dependents the Bank            vious year: €1,116 thousand). Altogether a total of €235
has established a retirement benefit plan: assets to hedge        thousand (previous year: €277 thousand) was paid in
this were transferred to Commerzbank Pensions-Trust e.V.          attendance fees for participation in the meetings of the
as part of a contractual trust arrangement in the 2006            Supervisory Board and its four committees (Presiding,
financial year.                                                   Audit, Risk and Social Welfare Committees) which met in
   As of December 31, 2006, the defined-benefit obliga-           the year under review. VAT of €316 thousand (previous
tions for active board members totalled €16.4m and those          year: €223 thousand) to be paid on the overall remunera-
for former members of the Board of Managing Directors             tion of the members of the Supervisory Board is refunded
or their surviving dependents, €50.9m. These are incorpo-         by Commerzbank AG.
rated into the balance sheet of Commerzbank AG.                      All told, the Board of Managing Directors and Super-
   Remuneration for the members of the Supervisory                visory Board held no more than 1% of the issued shares
Board is regulated in Art. 15 of the Articles of Association      and option rights of Commerzbank Aktiengesellschaft on
of Commerzbank AG. The members of our Supervisory                 December 31, 2006.
Board will receive total remuneration of €1,661 thousand
152     NOTES




      On the balance-sheet date, the aggregate amount of advances and loans granted, as well as contingent liabilities, was
      as follows:


                                                                                               31.12.2006        31.12.2005
                                                                                                   €1,000              €1,000
      Board of Managing Directors                                                                   1,261               1,559
      Supervisory Board                                                                             1,413               1,504


  Members of the Board of Managing Directors have been               The loans and advances to members of the Super-
  granted cash advances and loans with lifetimes ranging          visory Board – including those to employee representa-
  between until further notice and a due date of 2018             tives on this body – were granted with lifetimes ranging
  and at interest rates ranging between 3.00% and 12.00%.         between until further notice and a due date of 2031 and
  Collateral security is provided on a normal market scale,       at interest rates ranging between 4.88% and 6.70%. In line
  wherever necessary through mortgages and pledging               with market conditions, some loans were granted without
  of security holdings. The overall figure (€1,261 thousand)      collateral security, against mortgages or against the
  includes rental guarantees of €23 thousand, provided            assignment of credit balances and life insurances.
  without a commission fee being charged; this is in line
  with the Bank’s general terms and conditions for mem-
  bers of staff.




      (34) Corporate Governance Code

      We have issued our declaration of compliance with the          The management report of the consolidated financial
      German Corporate Governance Code pursuant to Art. 161,      statements contains the 2006 corporate governance
      German Stock Corporation Act – AktG and made it avai-       report.
      lable on November 2, 2006, to shareholders on the inter-
      net (www.commerzbank.com).
                                                                                                                     NOTES   153




(35) Seats on supervisory boards and similar bodies



Members of the Board of                        Wolfgang Hartmann                        Bernd Knobloch
Managing Directors of
Commerzbank AG                                 a)   Vaillant GmbH                       a)   within Commerzbank Group:
                                                    within Commerzbank Group:                CommerzLeasing und
Information pursuant to Art. 285, no. 10, of
                                                    Commerz Grundbesitz-                     Immobilien AG
the German Commercial Code (HGB)
As of December 31, 2006                             Investmentgesellschaft mbH               Chairman
a) Seats on mandatory supervisory boards            1st Deputy Chairman                 b)   within Commerzbank Group:
b) Seats on similar bodies                          Eurohypo AG                              Eurohypo Investment
                                                    Hypothekenbank in Essen AG               Banking Ltd.
Klaus-Peter Müller
                                               b)   within Commerzbank Group:
                                                                                        Klaus M. Patig
a)   Linde AG*)                                     Commerz Grundbesitz-
                                                    gesellschaft mbH                    a)   MAN Ferrostaal AG
     Steigenberger Hotels AG
                                                    Deputy Chairman
     within Commerzbank Group:                                                          b)   Korea Exchange Bank
                                                                                             Non-standing director
     Eurohypo AG                               Dr. Achim Kassow
     Chairman                                                                                within Commerzbank Group:
                                               a)   ThyssenKrupp Steel AG                    Commerzbank Capital
b)   Assicurazioni Generali S.p.A.*)                                                         Markets Corporation
                                                    Volksfürsorge Deutsche
     KfW Kreditanstalt für                          Sachversicherung AG                      Commerz Securities
     Wiederaufbau                                                                            (Japan) Company Ltd.
                                                    within Commerzbank Group:
     Liquiditäts-Konsortialbank GmbH                                                         Chairman
                                                    comdirect bank AG
     Parker Hannifin Corporation*)                  Chairman
                                                                                        Michael Reuther
     within Commerzbank Group:                      cominvest
     Commerzbank International S.A.                 Asset Management GmbH               a)   within Commerzbank Group:
     Chairman                                       Chairman
                                                                                             Hypothekenbank in Essen AG
                                                    Commerz Grundbesitz-
Martin Blessing                                     Investmentgesellschaft mbH          b)   within Commerzbank Group:
                                                    Chairman                                 Erste Europäische Pfandbrief-
a)   AMB Generali Holding AG*)                      Eurohypo AG                              und Kommunalkreditbank AG
     Heidelberger
     Druckmaschinen AG*)                       b)   within Commerzbank Group:

     ThyssenKrupp Services AG                       BRE Bank SA

     within Commerzbank Group:                      Commerzbank (Switzerland) Ltd
                                                    Chairman
     Commerzbank Inlandsbanken
     Holding AG                                     Commerz Grundbesitz-
                                                    gesellschaft mbH
     CommerzLeasing und                             Chairman
     Immobilien AG
     Deputy Chairman                                COMMERZ PARTNER Beratungs-
                                                    gesellschaft für Vorsorge- und
b)   within Commerzbank Group:                      Finanzprodukte mbH
                                                    Chairman
     BRE Bank SA
     Deputy Chairman



*) listed company outside group (pursuant to no. 5.4.5, German Corporate Governance Code)
154        NOTES




      Dr. Eric Strutz                             Members of the Supervisory                       Generali Asia N.V.
                                                  Board of Commerzbank AG                          Generali China Life
      a)   ABB AG                                                                                  Insurance Co. Ltd.
                                                  a) Seats on other mandatory
           RWE Power AG                                                                            Deputy Chairman
                                                     supervisory boards
           within Commerzbank Group:              b) Seats on similar bodies                       Generali España, Holding de
           comdirect bank AG                                                                       Entidades de Seguros, S.A.
                                                                                                   Deputy Chairman
           cominvest
                                                  Dr. h.c. Martin Kohlhaussen                      Generali Finance B.V.
           Asset Management GmbH
           Commerzbank Auslandsbanken                                                              Generali France S.A.
                                                  a)   Bayer AG
           Holding AG                                                                              Deputy Chairman
                                                       Heraeus Holding GmbH
           Chairman                                                                                Generali Holding Vienna AG
                                                       (until June 10, 2006)
           Commerzbank Inlandsbanken                                                               Deputy Chairman
                                                       HOCHTIEF AG
           Holding AG                                                                              Generali Investments SpA
                                                       Chairman
           Chairman                                                                                (since March 22, 2006)
                                                       Schering AG
           Hypothekenbank in Essen AG                                                              Generali (Schweiz) Holding
                                                       (until September 13, 2006)
           Chairman                                                                                La Estrella S.A.
                                                       ThyssenKrupp AG
      b)   Mediobanca – Banca di Credito                                                           Migdal Insurance Co. Ltd.
           Finanziario S.p.A.*)                   b)   Verlagsgruppe
                                                                                                   Migdal Insurance Holdings Ltd.
                                                       Georg von Holtzbrinck GmbH
           within Commerzbank Group:                                                               Participatie Maatschappij
                                                       (until May 24, 2006)
           Commerzbank International S.A.                                                          Graafschap Holland N.V.
           Erste Europäische Pfandbrief-          Uwe Tschäge                                      Transocean Holding Corporation
           und Kommunalkreditbank AG
                                                       –                                      Herbert Bludau-Hoffmann
      Nicholas Teller
                                                  Hans-Hermann Altenschmidt                        –
      a)   Deutsche Schiffsbank AG
           Chairman                               b)   BVV Versorgungskasse
                                                                                              Astrid Evers
           EUREX Clearing AG                           BVV Unterstützungskasse
           EUREX Frankfurt AG                                                                      –

           within Commerzbank Group:              Dott. Sergio Balbinot
                                                                                              Uwe Foullong
           Commerzbank Auslandsbanken             a)   Deutsche Vermögensberatung AG
           Holding AG                                  (since March 29, 2006)                 a)   DBV-Winterthur Holding AG

      b)   Air Berlin PLC                              within group:                               DBV-Winterthur
           Non-executive director                                                                  Lebensversicherung AG
                                                       Aachener und Münchener
           EUREX Zürich AG                             Lebensversicherung AG
                                                                                              Daniel Hampel
           within Commerzbank Group:                   Aachener und Münchener
                                                       Versicherung AG                             –
           BRE Bank SA
                                                       AMB Generali Holding AG
           Commerzbank Capital
           Markets Corporation                                                                Dr.-Ing. Otto Happel
                                                  b)   within group:
           Chairman
                                                       Banco Vitalicio de España,             a)   GEA Group AG
                                                       C.A. de Seguros y Réaseguros                (until May 4, 2006)
                                                       Europ Assistance Holding




      *) listed company outside group (pursuant to no. 5.4.5, German Corporate Governance Code)
                                                                                                                        NOTES   155




Dr. jur. Heiner Hasford                          within group:                          b)   E.ON Audit Services GmbH
                                                 ThyssenKrupp Elevator AG                    Chairman
a)   Europäische                                 (since October 26, 2006)                    E.ON Risk Consulting GmbH
     Reiseversicherung AG                                                                    Chairman
     Chairman                                    ThyssenKrupp Stainless AG
                                                 Chairman                                    E.ON UK plc
     Nürnberger Beteiligungs-AG*)
                                                 ThyssenKrupp Steel AG                       E.ON US Investments Corp.
     WMF Württembergische                        Chairman
     Metallwarenfabrik AG*)                                                                  HDI V.a.G.
     (until November 24, 2006)                   ThyssenKrupp Technologies AG
                                                 Chairman                               Prof. Dr. Jürgen F. Strube
     within group:                               (until September 30, 2006)
     D.A.S. Deutscher Automobil                  ThyssenKrupp Reinsurance AG            a)   Allianz Deutschland AG
     Schutz – Allgemeine Rechts-                 Chairman                                    (since October 20, 2006)
     schutz-Versicherungs-AG                     (since December 1, 2006)                    Allianz Lebensversicherungs AG
     ERGO Versicherungsgruppe AG                                                             (until October 19, 2006)
     VICTORIA                               b)   Hoberg & Driesch GmbH
                                                 Chairman                                    BASF AG
     Lebensversicherung AG                                                                   Chairman
     VICTORIA Versicherung AG                    within group:
                                                                                             Bayerische Motorenwerke AG
                                                 Grupo ThyssenKrupp S.A.
b)   within group:                               (until September 30, 2006)                  Bertelsmann AG
                                                                                             Deputy Chairman
     American Re Corporation                     ThyssenKrupp Acciai Speciali
                                                 Terni S.p.A.                                Fuchs Petrolub AG
                                                                                             Chairman
Sonja Kasischke                                  ThyssenKrupp (China) Ltd.
                                                                                             Hapag-Lloyd AG
                                                 ThyssenKrupp Risk and
     –                                           Insurance Services GmbH                     Linde AG
                                                 Chairman
Wolfgang Kirsch                                  (since December 1, 2006)               Dr. Klaus Sturany

b)   COLLEGIUM GLASHÜTTEN                   Klaus Müller-Gebel                          a)   Hannover Rückversicherung AG*)
     Zentrum für Kommunikation
                                                                                             Heidelberger
     GmbH                                   a)   comdirect bank AG                           Druckmaschinen AG*)
     Commerz Business Consulting                 Deputy Chairman
                                                                                             RAG AG
     GmbH (formerly: Commerz                     Deutsche Schiffsbank AG
     Business Consulting AG)                                                                 RAG Beteiligungs AG
     Chairman                                    Eurohypo AG                                 (since September 14, 2006)
                                                                                             within group:
Werner Malkhoff                             Dr. Sabine Reiner                                RWE Energy AG
                                                                                             RWE Power AG
     –                                           –
                                                                                             RWE Systems AG
                                                                                             Chairman
Prof. h.c. (CHN) Dr. rer. oec.              Dr. Erhard Schipporeit
Ulrich Middelmann
                                                                                        b)   Österreichische
                                            a)   Degussa AG
                                                                                             Industrieholding AG
a)   E.ON Ruhrgas AG
                                                 Deutsche Börse AG
                                                                                             within group:
     LANXESS AG*)
                                                 E.ON IS GmbH
                                                                                             RWE Npower Holdings plc
     LANXESS Deutschland GmbH
                                                 E.ON Ruhrgas AG
                                                                                             RWE Thames Water Plc
     RAG AG
                                                 SAP AG                                      (until December 1, 2006)
     RAG Beteiligungs-AG
                                                 Talanx AG
     (since September 14, 2006)
*) listed company outside group (pursuant to no. 5.4.5, German Corporate Governance Code)
156        NOTES




      Dr.-Ing. E.h. Heinrich Weiss                Employees of Commerzbank AG                      Klaus Kubbetat

      a)   Deutsche Bahn AG                                                                          Goodyear Dunlop Tires
                                                  Information pursuant to Art. 340a, (4), no. 1,
                                                  of the German Commercial Code (HGB)                Germany GmbH
           HOCHTIEF AG*)                          As of December 31, 2006
           (until May 10, 2006)                                                                      Pensor AG

           Voith AG
                                                                                                   Michael Mandel
           within group:                          Frank Annuscheit
                                                                                                     cominvest
           SMS Demag AG                              comdirect bank AG
                                                                                                     Asset Management GmbH
           Chairman
                                                                                                     Commerz Grundbesitz-
                                                  Markus Beumer
      b)   Thyssen-Bornemisza Group                                                                  Investmentgesellschaft mbH
                                                     cominvest
           Bombardier Inc.*)                         Asset Management GmbH
                                                                                                   Erhard Modrejewski
           within group:                             Commerz Grundbesitz-
                                                                                                     Braunschweiger
           Concast AG (until Feb. 2006)              Investmentgesellschaft mbH
                                                                                                     Baugenossenschaft eG
           Vice-President                            CommerzLeasing und
                                                     Immobilien AG
                                                                                                   Jörg Schauerhammer
      Former members of the                                                                          Herlitz AG
                                                  Manfred Breuer
      Supervisory Board                                                                              Herlitz PBS AG
                                                     Schumag AG
      Dr.-Ing. Ekkehard D. Schulz
                                                                                                   Michael Schmid
                                                  Martin Fischedick
      a)   AXA Konzern AG*)                                                                          CommerzLeasing und
                                                     Borgers AG
           Bayer AG*)                                                                                Immobilien AG

           Deutsche Bahn AG                       Bernd Grossmann
           (until June 30, 2006)                                                                   Dr. Armin Schuler
                                                     Textilgruppe Hof AG
           MAN AG*)                                                                                  ae group ag
           Chairman
                                                  Herbert Huber
           RAG AG                                                                                  Arno Walter
           further Deputy Chairman                   Saarländische Investitions-
                                                                                                     ConCardis GmbH
                                                     kreditbank AG
           RAG Beteiligungs-AG
           further Deputy Chairman
           (since September 14, 2006)             René Kaselitz

           RWE AG*) (since April 13, 2006)           cominvest
                                                     Asset Management GmbH
           TUI AG*) (until May 10, 2006)
                                                     CommerzLeasing und
           within group:                             Immobilien AG
           ThyssenKrupp Automotive AG
           Chairman                               Andreas Kleffel
           ThyssenKrupp Elevator AG                  Adolf Ahlers AG
           Chairman
           ThyssenKrupp Services AG
           Chairman
           ThyssenKrupp Steel
           Beteiligungen AG

      b)   within group:
           ThyssenKrupp Budd Company
      *) listed company outside group (pursuant to no. 5.4.5, German Corporate Governance Code)
                                                                                                        NOTES       157




(36) Holdings in consolidated companies

A full list of all holdings of Commerzbank AG is published as part of the notes in the electronic Federal Gazette
(elektronischer Bundesanzeiger) and can also be accessed in the electronic company register. It can furthermore
be found under our internet address: www.commerzbank.com/InvestorRelations/Financial reports.



Frankfurt am Main, March 6, 2007
The Board of Managing Directors
158




      Boards of Commerzbank Aktiengesellschaft

      Supervisory Board

      Dr. Walter Seipp                     Daniel Hampel*)                  Klaus Müller-Gebel
        Honorary Chairman                   Bank employee                     Lawyer
                                            Commerzbank AG
      Dr. h.c. Martin Kohlhaussen                                           Dr. Sabine Reiner*)
        Chairman                           Dr.-Ing. Otto Happel               Trade Union Specialist
                                             Manager                          Economic Policy
      Uwe Tschäge*)                          Luserve AG                       ver.di National Administration
       Deputy Chairman
                                           Dr. jur. Heiner Hasford          Dr. Erhard Schipporeit
      Hans-Hermann Altenschmidt*)            Member of the Board of           Consultant
       Bank employee                         Managing Directors               (until January 31, 2007)
       Commerzbank AG                        Münchener Rückversicherungs-
                                             Gesellschaft AG                Dr.-Ing. Ekkehard D. Schulz
      Dott. Sergio Balbinot                                                   Chairman of the
       Managing Director                   Sonja Kasischke*)                  Board of Managing Directors
       Assicurazioni Generali S.p.A.        Bank employee                     ThyssenKrupp AG
                                            Commerzbank AG                    (until March 31, 2006)
      Herbert Bludau-Hoffmann*)
       Dipl.-Volkswirt                     Wolfgang Kirsch*)                Prof. Dr. Jürgen F. Strube
       ver.di National Administration       Bank employee                     Chairman of the
       Financial Services                   Commerzbank AG                    Supervisory Board
                                                                              BASF Aktiengesellschaft
      Astrid Evers*)                       Werner Malkhoff*)
       Bank employee                        Bank employee                   Dr. Klaus Sturany
       Commerzbank AG                       Commerzbank AG                    Member of the Board of
                                                                              Managing Directors
      Uwe Foullong*)                       Prof. h.c. (CHN) Dr. rer. oec.     RWE Aktiengesellschaft
       Member of the                       Ulrich Middelmann
       ver.di National Executive              Deputy Chairman of the        Dr.-Ing. E.h. Heinrich Weiss
       Committee                              Board of Managing Directors     Chairman
                                              ThyssenKrupp AG                 SMS GmbH
                                              (since April 1, 2006)
      *) elected by the Bank’s employees




      Board of Managing Directors

      Klaus-Peter Müller                   Dr. Achim Kassow                 Michael Reuther
         Chairman                                                           (since October 1, 2006)
                                           Bernd Knobloch
      Martin Blessing                      (since April 1, 2006)            Dr. Eric Strutz

      Wolfgang Hartmann                    Klaus M. Patig                   Nicholas Teller
                                           (until January 31, 2007)
                                                                                                         NOTES       159




Auditors’ report

We have audited the annual financial statements, com-          Our audit has not led to any reservations.
prising the profit and loss account, the balance sheet         In our opinion based on the findings of our audit,
and the notes to the financial statements, together        the annual financial statements comply with the legal
with the bookkeeping system, and the management            requirements and give a true and fair view of the net
report of Commerzbank Aktiengesellschaft, Frankfurt        assets, financial position and results of operations of
am Main for the business year from January 1, 2006 to      the Company in accordance with (German) principles
December 31, 2006. The maintenance of the books and        of proper accounting. The management report is con-
records and the preparation of the annual financial        sistent with the annual financial statements and as a
statements and management report in accordance             whole provides a suitable view of the Company’s posi-
with German commercial law are the responsibility          tion and suitably presents the opportunities and risks
of the Company’s Board of Managing Directors. Our          of future development.
responsibility is to express an opinion on the annual
financial statements, together with the bookkeeping        Frankfurt am Main, March 7, 2007
system, and the management report based on our
audit.                                                     PricewaterhouseCoopers
    We conducted our audit of the annual financial         Aktiengesellschaft
statements in accordance with Art. 317 of the German       Wirtschaftsprüfungsgesellschaft
Commercial Code (Handelsgesetzbuch – HGB) and
German generally accepted standards for the audit
of financial statements promulgated by the Institut
der Wirtschaftsprüfer (Institute of Public Auditors in     Rausch                        Koch
Germany – IDW) and additionally observed the Inter-        (Wirtschaftsprüfer)           (Wirtschaftsprüfer)
national Standards on Auditing. Those standards            (German public auditor)       (German public auditor)
require that we plan and perform the audit such that
misstatements materially affecting the presentation of
the net assets, financial position and results of opera-
tions in the annual financial statements in accordance
with (German) principles of proper accounting and in
the management report are detected with reasonable
assurance. Knowledge of the business activities and
the economic and legal environment of the Company
and expectations as to possible misstatements are
taken into account in the determination of audit pro-
cedures. The effectiveness of the accounting-related
internal control system and the evidence supporting
the disclosures in the books and records, the annual
financial statements and the management report are
examined primarily on a test basis within the frame-
work of the audit. The audit includes assessing the
accounting principles used and significant estimates
made by the Company’s Board of Managing Directors,
as well as evaluating the overall presentation of the
annual financial statements and management report.
We believe that our audit provides a reasonable basis
for our opinion.
160




      Holdings in affiliated and other companies
      pursuant to Art. 313 (2) German Commercial Code (HGB) for the consolidated
      financial statements and pursuant to Art. 285 No. 11 German Commercial
      Code (HGB) for the financial statements of Commerzbank AG including infor-
      mation pursuant to Art. 285 No. 11a German Commercial Code (HGB)


      contents

      1. Affiliated companies                                                                               161
         1.1 Affiliated companies included in the consolidation                                       161 - 165
         1.2 Affiliated companies not included in the consolidation due to their minor importance     166 - 173



      2. Associated companies                                                                              174
         2.1 Associated companies included in the consolidated balance sheet at equity                     174
         2.2 Associated companies not included in the consolidated balance sheet at equity
             due to their minor importance                                                            174 - 176



      3. Special-purpose entities and non-publicly-offered funds                                           177
         3.1 Special-purpose entities included in the consolidation pursuant to IAS 27 and SIC-12          177
         3.2 Non-publicly-offered funds included in the consolidation pursuant to IAS 27 and SIC-12        178



      4. Holdings in major incorporated companies exceeding 5% of voting rights                            179

         Notes                                                                                             179
                                                                  HOLDINGS   IN   AFFILIATED   AND    OTHER   C O M PA N I E S       161




1. Affiliated companies

1.1 Affiliated companies included in the consolidation

Name                                                 Registered          Share of capital held in %       Equity        Result
                                                     office                         of which:
                                                                             total indirectly            in 1,000     in 1,000
Atlas-Vermögensverwaltungs-Gesellschaft mbH          Bad Homburg v.d.H.      100.0             EUR     1,166,924                 –   2)

 ATBRECOM Limited                                    London                  100.0      100.0 EUR           1,233           475
 TOMO Vermögensverwaltungsgesellschaft mbH           Frankfurt am Main       100.0      100.0 EUR         22,778                 –   2)

CB Building Kirchberg GmbH                           Düsseldorf              100.0         6.0 EUR            130           389
Commerz (East Asia) Ltd.                             Hong Kong               100.0             EUR          6,479        1,578
Commerz Asset Management (UK) plc                    London                  100.0             GBP       240,140        73,943
 Jupiter International Group plc                     London                  100.0      100.0 GBP        117,630      103,673
  Jupiter Asset Management Limited                   London                  100.0      100.0 GBP         57,275        42,210
    Jupiter Unit Trust Managers Limited              London                  100.0      100.0 GBP         53,579        52,887
  Tyndall Holdings Limited                           London                  100.0      100.0 GBP         55,010        –2,224
    Jupiter Administration Services Limited          London                  100.0      100.0 GBP        –15,420        –3,563
    Tyndall Investments Limited                      London                  100.0      100.0 GBP         23,067         3,165
       Tyndall International Holdings Limited        Bermuda                 100.0      100.0 USD         36,125            –31
        Jupiter Adria Management Limited             Bermuda                 100.0      100.0 USD             –85           –97      1)

        Jupiter Asset Management (Asia) Limited      Hong Kong               100.0      100.0 HKD        146,700          –695
        Jupiter Asset Management (Bermuda)           Bermuda                 100.0      100.0 USD         20,413      –14,359
        Limited
        Jupiter Asset Managers (Jersey) Limited      Jersey                  100.0      100.0 GBP              55            11
Commerz Asset Management Holding GmbH                Frankfurt am Main       100.0             EUR       415,000                 –   2)

  COMINVEST Asset Management GmbH                    Frankfurt am Main       100.0      100.0 EUR         47,000                 –   2)

  COMINVEST Asset Management Ltd.                    Dublin                  100.0      100.0 EUR           3,346        1,666
  COMINVEST Asset Management S.A.                    Luxembourg              100.0      100.0 EUR         67,877        13,923
  Commerz Asset Management Asia Pacific Pte Ltd. Singapore                   100.0      100.0 SGD         50,549        28,270
   Commerzbank Asset Management Asia Ltd.            Singapore               100.0      100.0 SGD         51,107         7,604
   Commerz International Capital Management          Tokyo                   100.0      100.0 JPY        948,224      381,553
   (Japan) Ltd.
  European Bank for Fund Services GmbH (ebase)       Haar near Munich        100.0      100.0 EUR         20,551         2,551
 Münchner Kapitalanlage Aktiengesellschaft           Munich                   25.5        25.5 EUR          5,223       –5,867       1)+4)

   MK LUXINVEST S.A.                                 Luxembourg              100.0      100.0 EUR           3,981        1,502       1)

CBG Commerz Beteiligungsgesellschaft                 Bad Homburg v.d.H.      100.0             EUR          6,137                –   2)

Holding mbH
  CBG Commerz Beteiligungsgesellschaft mbH           Frankfurt am Main       100.0      100.0 EUR         12,669          –648
  CBG Commerz Beteiligungskapital GmbH               Frankfurt am Main       100.0      100.0 EUR           1,684           547
Commerz Business Consulting GmbH*      )
                                                     Frankfurt am Main       100.0             EUR            175                –   2)

Commerz Equity Investments Ltd.                      London                  100.0             GBP          1,279            58
Commerz Grundbesitzgesellschaft mbH                  Wiesbaden               100.0             EUR       125,495         8,150
  Commerz Grundbesitz-Investment-                    Wiesbaden                75.0        75.0 EUR        41,883        21,591
  gesellschaft mbH
  Commerz Grundbesitz-Spezialfonds-                  Wiesbaden               100.0      100.0 EUR           7,948        1,963
  gesellschaft mbH

*) Renamed: ”Commerz Business Consulting AG” has been transformed into ”Commerz Business Consulting GmbH”
162     HOLDINGS    IN   AFFILIATED     AND   OTHER   C O M PA N I E S




      1.1 Affiliated companies included in the consolidation

  Name                                                          Registered          Share of capital held in %     Equity     Result
                                                                office                         of which:
                                                                                        total indirectly          in 1,000   in 1,000
  Commerz Securities (Japan) Company Ltd.                       Hong Kong/Tokyo         100.0             JPY    5,281,265         0
  Commerz Service Gesellschaft für                              Quickborn               100.0             EUR          26          –    2)

  Kundenbetreuung mbH
  Commerzbank (Eurasija) SAO                                    Moscow                  100.0             RUB    5,806,305   675,107
  Commerz (Nederland) N.V.**        )
                                                                Amsterdam               100.0             EUR      46,642      2,251
  Commerzbank (South East Asia) Ltd.                            Singapore               100.0             EUR      41,144     13,002
  Commerzbank Auslandsbanken Holding AG                         Frankfurt am Main       100.0             EUR    2,458,680         –    2)

       BRE Bank SA                                              Warsaw                   70.2        70.2 PLN    2,353,073   324,194
        BRE Bank Hipoteczny SA                                  Warsaw                  100.0      100.0 PLN      234,387     30,389
        BRE Finance France SA                                   Levallois Perret        100.0      100.0 EUR          426        126
        BRE Leasing Sp. z o.o.                                  Warsaw                  100.0      100.0 PLN       60,546     21,343
        Dom Inwestycyjny BRE Banku SA                           Warsaw                  100.0      100.0 PLN       53,683     20,850
        Intermarket Bank AG                                     Vienna                   56.2        56.2 EUR      29,411      4,438
        Magyar Factor Zrt.                                      Budapest                100.0      100.0 HUF     1,529,888   355,847
        Polfactor SA                                            Warsaw                  100.0      100.0 PLN       30,291      9,339
        PTE Skarbiec – Emerytura SA                             Warsaw                  100.0      100.0 PLN      137,218     15,071
        Skarbiec Asset Management Holding SA                    Warsaw                  100.0      100.0 PLN       80,396     17,748
          BRE Agent Transferowy Sp. z o.o.                      Warsaw                  100.0      100.0 PLN        7,270      2,220
          SKARBIEC Towarzystwo Funduszy                         Warsaw                  100.0      100.0 PLN       25,526     18,665
          Inwestycyjnych SA
        Transfinance a.s.                                       Prague                  100.0      100.0 CZK      281,784     56,267
       Caisse Centrale de Réescompte, S.A.                      Paris                    99.3        99.3 EUR     211,662     40,345
          CCR Actions                                           Paris                    87.6        87.6 EUR       9,668     31,188
          CCR Chevrillon-Philippe                               Paris                    86.3        86.3 EUR       4,524      1,750
          CCR Gestion                                           Paris                   100.0      100.0 EUR        5,360     11,964
       Commerzbank (Switzerland) Ltd                            Zurich                  100.0      100.0 CHF      210,644     24,703
       Commerzbank International S.A.                           Luxembourg              100.0      100.0 EUR      793,336     58,097
          Max Lease S.à.r.l. & Cie. Secs                        Luxembourg              100.0      100.0 EUR        1,219      1,065
       Commerzbank Zrt.                                         Budapest                100.0      100.0 HUF 20,540,539 1,680,187
  Commerzbank Belgium S.A./N.V.                                 Brussels                100.0             EUR       6,583        350
  Commerzbank Capital Funding LLC I                             Wilmington/Delaware 100.0                 EUR           2          0    1)

  Commerzbank Capital Funding LLC II                            Wilmington/Delaware 100.0                 GBP           2          0    1)

  Commerzbank Capital Funding LLC III                           Wilmington/Delaware 100.0                 EUR           2          0    1)

  Commerzbank Capital Funding Trust I                           Wilmington/Delaware 100.0                 EUR           1          0    1)

  Commerzbank Capital Funding Trust II                          Wilmington/Delaware 100.0                 GBP           1          0    1)

  Commerzbank Capital Funding Trust III                         Wilmington/Delaware 100.0                 EUR           1          0    1)

  Commerzbank Capital Markets Corporation                       New York                100.0             USD     129,977     18,349
  Commerzbank Europe (Ireland)                                  Dublin                   76.0        56.0 EUR     552,077     19,032
       Commerzbank Europe Finance (Ireland) plc                 Dublin                  100.0      100.0 EUR           51          1
  Commerzbank Immobilien- und Vermögens-                        Frankfurt am Main       100.0             EUR      10,030          –    2)

  verwaltungsgesellschaft mbH


      **) Renamed: ”Commerzbank (Nederland) N.V.” has been transformed into ”Commerz (Nederland) N.V.”
                                                              HOLDINGS   IN   AFFILIATED   AND    OTHER   C O M PA N I E S       163




1.1 Affiliated companies included in the consolidation

Name                                             Registered          Share of capital held in %       Equity        Result
                                                 office                         of which:
                                                                         total indirectly            in 1,000     in 1,000
 CommerzLeasing und Immobilien AG                Düsseldorf              100.0        94.5 EUR        86,823                 –   2)

  ALMURUS Grundstücks-Vermietungs-               Düsseldorf              100.0      100.0 EUR          9,004         6,478
  gesellschaft mbH
  ASTRIFA Mobilien-Vermietungsgesellschaft mbH   Düsseldorf              100.0      100.0 EUR              25                –   2)

  CFB Commerz Fonds Beteiligungs-                Düsseldorf              100.0      100.0 EUR              26                –   2)

  gesellschaft mbH
  CFB Verwaltung und Treuhand GmbH               Düsseldorf              100.0      100.0 EUR              25                –   2)

    Laurea Molaris GVG mbH & Co.                 Ludwigshafen             88.8        88.8 EUR        –2,390            808      1)

    Objekt Berlin Anthropolis KG
    Laurea Molaris GVG mbH & Co.                 Ludwigshafen             88.8        88.8 EUR         5,727         1,963       1)

    Objekt Berlin Grindelwaldweg KG
  COBA Vermögensverwaltungsgesellschaft mbH      Düsseldorf              100.0      100.0 EUR              26                –   2)

  CommerzImmobilien GmbH                         Düsseldorf              100.0      100.0 EUR         12,936                 –   2)

  CommerzBaucontract GmbH                        Düsseldorf              100.0      100.0 EUR              52                –   2)

  CommerzBaumanagement GmbH                      Düsseldorf              100.0      100.0 EUR              52                –   2)

  CommerzLeasing Asset Verwaltungs-              Grünwald (Munich)       100.0      100.0 EUR              23                –   1)+2)

  gesellschaft mbH
  CommerzLeasing Mobilien GmbH                   Düsseldorf              100.0      100.0 EUR          8,349         7,631
   CommerzLeasing Auto GmbH                      Düsseldorf              100.0      100.0 EUR             282                –   2)

   CommerzLeasing Mietkauf GmbH                  Düsseldorf              100.0      100.0 EUR              26                –   2)

   Hansa Automobil Leasing GmbH                  Hamburg                 100.0      100.0 EUR          7,488                 –   2)

     Hansa Automobil Leasing GmbH & Co. KG       Hamburg                 100.0      100.0 EUR             296            –4      1)

   ComSystems GmbH                               Düsseldorf               98.0        98.0 EUR        –2,564          –246
  FABA Vermietungsgesellschaft mbH               Düsseldorf               95.0        95.0 EUR            –634          –65
  NORA Grundstücks-Vermietungsges. mbH & Co. Düsseldorf                   95.0        95.0 EUR            –765          166
  Objekt Lampertheim KG
  NORA Grundstücks-Vermietungsges. mbH & Co. Düsseldorf                   90.0        90.0 EUR            –850           49
  Objekte Plön und Preetz KG
  NOVELLA Grundstücks-Vermietungs-               Düsseldorf              100.0      100.0 EUR          8,960                 –   2)

  gesellschaft mbH
  SECUNDO Grundstücks-Vermietungs-               Düsseldorf              100.0      100.0 EUR          5,811         2,667
  gesellschaft mbH
Commerzbank Inlandsbanken Holding AG             Frankfurt am Main       100.0             EUR     7,589,848                 –   2)

  AFÖG GmbH & Co. KG                             Frankfurt am Main       100.0      100.0 EUR        355,820        11,631       1)

  comdirect bank Aktiengesellschaft              Quickborn                79.8        79.8 EUR       591,536        46,748
   comdirect private finance AG                  Quickborn               100.0      100.0 EUR          3,874                 –   2)

  Eurohypo Aktiengesellschaft                    Eschborn                 98.0        98.0 EUR     6,040,572      386,552        1)

   AGV Allgemeine Grundstücksverwaltungs-        Eschborn                100.0      100.0 EUR              40                –   1)+2)

   und Verwertungsgesellschaft mbH
       GVG Gesellschaft für Verwertung           Eschborn                100.0      100.0 EUR              26                –   1)+2)

       von Grundbesitz mbH
       IVV Immobilien-Verwaltungs- und           Eschborn                100.0      100.0 EUR              26                –   1)+2)

       Verwertungsgesellschaft mbH
164     HOLDINGS   IN   AFFILIATED   AND    OTHER   C O M PA N I E S




      1.1 Affiliated companies included in the consolidation

      Name                                                    Registered          Share of capital held in %     Equity     Result
                                                              office                         of which:
                                                                                      total indirectly          in 1,000   in 1,000
         CASIA Immobilien-Management GmbH                     Eschborn                100.0      100.0 EUR           26          –    1)+2)

             FORUM Immobiliengesellschaft mbH                 Eschborn                100.0      100.0 EUR       –8,239          –    1)+2)

             FUTURA Hochhausprojektgesellschaft mbH Eschborn                          100.0      100.0 EUR       –1,282          –    1)+2)

             UNICA Immobiliengesellschaft mbH                 Eschborn                100.0      100.0 EUR           43          –    1)+2)

         Eurohypo Capital Funding LLC I                       Wilmington/Delaware 100.0          100.0 EUR            1          0    1)

         Eurohypo Capital Funding LLC II                      Wilmington/Delaware 100.0          100.0 EUR            1          0    1)

         Eurohypo Capital Funding Trust I                     Wilmington/Delaware 100.0          100.0 EUR            1          0    1)

         Eurohypo Capital Funding Trust II                    Wilmington/Delaware 100.0          100.0 EUR            1          0    1)

         EUROHYPO Europäische Hypothekenbank S.A. Luxembourg                          100.0      100.0 EUR      291,708     31,429    1)

         Eurohypo (Japan) Corporation                         Tokyo                   100.0      100.0 JPY     3,450,786 –540,786     1)

         Eurohypo Systems GmbH                                Eschborn                100.0      100.0 EUR          550          –    1)+2)

         Frankfurter Gesellschaft für Vermögens-              Eschborn                100.0      100.0 EUR           52          –    1)+2)

         anlagen mit beschränkter Haftung
             FHB Immobilienprojekte GmbH                      Eschborn                100.0      100.0 EUR           52          –    1)+2)

             FI Pro-City Immobilien GmbH                      Eschborn                100.0      100.0 EUR           26          –    1)+2)

             G-B-G Verwaltungs- und Verwertungs-              Eschborn                100.0      100.0 EUR          312          –    1)+2)
             gesellschaft für Grundbesitz mbH
             Messestadt Riem „Office am See I” GmbH           Eschborn                 94.0        94.0 EUR      –2,088          –    1)+2)

             Messestadt Riem „Office am See II” GmbH          Eschborn                 94.0        94.0 EUR      –1,916          –    1)+2)

             Messestadt Riem „Office am See III” GmbH         Eschborn                 94.0        94.0 EUR      –1,954          –    1)+2)

             Nordboden Immobilien- und                        Eschborn                100.0      100.0 EUR          315          –    1)+2)

             Handelsgesellschaft mbH
             SB-Bauträger GmbH                                Frankfurt am Main       100.0      100.0 EUR           55          –    1)+2)

             SB Bauträger GmbH & Co.                          Frankfurt am Main       100.0      100.0 EUR          280          0    1)

             Urbis Hochhaus-KG
             SB Bauträger GmbH & Co.                          Frankfurt am Main       100.0      100.0 EUR          258          0    1)

             Urbis Verwaltungs-KG
             WESTBODEN-Bau- und                               Eschborn                100.0      100.0 EUR           55          –    1)+2)

             Verwaltungsgesellschaft mbH
             Westend Grundstücksgesellschaft mbH              Eschborn                100.0      100.0 EUR          260          –    1)+2)

         G-G-B Gebäude- und Grundbesitz GmbH                  Eschborn                100.0      100.0 EUR          256          –    1)+2)

         gr Grundstücks GmbH Objekt Corvus                    Frankfurt am Main       100.0      100.0 EUR           57         –1    1)

         gr Grundstücks GmbH                                  Frankfurt am Main       100.0      100.0 EUR          376       –139    1)

         Objekt Corvus & Co. Sossenheim KG
         Property Invest GmbH                                 Eschborn                100.0      100.0 EUR           34        –24    1)

         Wohnbau-Beteiligungsgesellschaft mbH                 Eschborn                 90.0        90.0 EUR         337         –7    1)

  Commerzbank Overseas Finance N.V.                           Curaçao                 100.0             EUR       1,422        348
  Commerzbank U.S. Finance, Inc.                              Wilmington/Delaware 100.0                 USD         786          3
  CommerzFactoring GmbH                                       Mainz                    50.1             EUR       1,031         30    1)

  CORECD Commerz Real Estate Consulting                       Berlin                  100.0             EUR       1,000          –    2)

  and Development GmbH
  Erste Europäische Pfandbrief- und Kommunal-                 Luxembourg               75.0             EUR      79,596     15,234
  kreditbank Aktiengesellschaft in Luxemburg
                                                             HOLDINGS   IN   AFFILIATED   AND    OTHER   C O M PA N I E S       165




1.1 Affiliated companies included in the consolidation

Name                                            Registered          Share of capital held in %       Equity        Result
                                                office                         of which:
                                                                        total indirectly            in 1,000     in 1,000
Gracechurch TL Ltd.                             London                  100.0             EUR            777                5
Hibernia Alpha Beteiligungsgesellschaft mbH     Frankfurt am Main       100.0             EUR        80,066             35      1)

Hibernia Eta Beteiligungsgesellschaft mbH       Frankfurt am Main        85.0             EUR        51,239                 7
Hibernia Gamma Beteiligungsgesellschaft mbH     Frankfurt am Main       100.0             EUR       169,421         6,391
Hypothekenbank in Essen AG                      Essen                    51.0             EUR       845,451        96,794
 TIGNATO Beteiligungsgesellschaft mbH & Co.     Düsseldorf              100.0      100.0 EUR         –7,135        –1,986
 KölnTurm MediaPark KG
OLEANDRA Grundstücks-Vermietungsgesellschaft    Düsseldorf              100.0             EUR        19,250         1,873
mbH&Co., Objekt Jupiter KG
OLEANDRA Grundstücks-Vermietungsgesellschaft    Düsseldorf              100.0             EUR         1,691            297
mbH&Co., Objekt Luna KG
OLEANDRA Grundstücks-Vermietungsgesellschaft    Düsseldorf              100.0             EUR        11,000         1,681
mbH&Co., Objekt Neptun KG
OLEANDRA Grundstücks-Vermietungsgesellschaft    Düsseldorf              100.0             EUR        19,028         2,571
mbH&Co., Objekt Pluto KG
OLEANDRA Grundstücks-Vermietungsgesellschaft    Düsseldorf              100.0             EUR        29,099         2,528
mbH&Co., Objekt Uranus KG
OLEANDRA Grundstücks-Vermietungsgesellschaft    Düsseldorf              100.0             EUR        15,466         1,793
mbH&Co., Objekt Venus KG
pdv.com Beratungs-GmbH                          Bremen                  100.0             EUR         1,425            140      1)

P.T. Bank Finconesia                            Jakarta                  51.0             IDR 226,660,820 14,011,582
Service-Center Inkasso GmbH Düsseldorf          Düsseldorf              100.0             EUR            128                –   2)

Stampen S.A.                                    Brussels                 99.4             EUR        11,348            100
South East Asia Properties Limited              London                  100.0             GBP        18,019          –614       1)

   Real Estate Holdings Limited                 Bermuda                 100.0      100.0 USD         53,201        –2,143
     Lanesborough Limited                       Bermuda                  55.7        55.7 USD             75       –1,045
     NALF Holdings Limited                      Bermuda                 100.0      100.0 USD         28,672             37
     The New Asian Property Fund Limited        Bermuda                 100.0      100.0 USD         41,130        –2,029
166     HOLDINGS   IN   AFFILIATED   AND   OTHER   C O M PA N I E S




      1. Affiliated companies

      1.2 Affiliated companies not included in the consolidation due to their minor importance 5)

      Name                                                              Registered            Share of capital held in %
                                                                        office                                 of which:
                                                                                                  total        indirectly
  ABACUSA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  ABANTITIM Grundstücks-Vermietungsgesellschaft mbH                     Düsseldorf                  100.0          100.0
  ABANTUM Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  ABELASSA Grundstücks-Vermietungsgesellschaft mbH                      Düsseldorf                  100.0          100.0
  ABENITA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  ABORONUM Grundstücks-Vermietungsgesellschaft mbH                      Düsseldorf                  100.0          100.0
  ABOTORIUM Grundstücks-Vermietungsgesellschaft mbH                     Düsseldorf                  100.0          100.0
  ACARINA Beteiligungsgesellschaft mbH                                  Düsseldorf                  100.0          100.0
  ACCESSA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  ACCORIA Vermietungsgesellschaft mbH                                   Frankfurt am Main           100.0          100.0
  Achte Umbra Beteiligungsgesellschaft mbH                              Frankfurt am Main           100.0          100.0
  ACINA Grundstücks-Vermietungsgesellschaft mbH                         Düsseldorf                  100.0          100.0
  ACRATA Grundstücks-Vermietungsgesellschaft mbH                        Düsseldorf                  100.0          100.0
  ACREDA Grundstücks-Vermietungsgesellschaft mbH                        Düsseldorf                  100.0          100.0
  ACRONA Photovoltaik-Beteiligungsgesellschaft mbH                      Düsseldorf                  100.0          100.0
  ACTOSA Grundstücks-Vermietungsgesellschaft mbH                        Düsseldorf                  100.0          100.0
  ADAMANTA Grundstücks-Vermietungsgesellschaft mbH                      Düsseldorf                  100.0          100.0
  AFINA, Bufete de Socios Financieros S.A.                              Madrid                       99.4
  AFÖG Vermögensverwaltungsgesellschaft mbH                             Frankfurt am Main            94.2           94.2
  AGALINA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  AGARBA Grundstücks-Vermietungsgesellschaft mbH                        Düsseldorf                  100.0          100.0
  AGASILA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  AGOR Immobilienverwaltungs-GmbH & Co. KG                              Cologne                      94.0           94.0
  AGREGATA Grundstücks-Vermietungsgesellschaft mbH                      Haan                        100.0          100.0
  AJOLA Grundstücks-Vermietungsgesellschaft mbH                         Düsseldorf                  100.0          100.0
  AJUNTA Grundstücks-Vermietungsgesellschaft mbH                        Düsseldorf                  100.0          100.0
  AKANDIS Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  AKUSTIA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  ALACRITAS Verwaltungs- und Treuhand GmbH                              Düsseldorf                  100.0          100.0
  ALEMANTA Grundstücks-Vermietungsgesellschaft mbH                      Düsseldorf                  100.0          100.0
  ALEMONA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  ALFUTURA Grundstücks-Vermietungsgesellschaft mbH                      Düsseldorf                  100.0          100.0
  ALIBORA Verwaltung und Treuhand GmbH                                  Düsseldorf                  100.0          100.0
  ALIDA Photovoltaik-Beteiligungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  ALIVERA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  ALLIFANA Grundstücks-Vermietungsgesellschaft mbH                      Düsseldorf                  100.0          100.0
  ALMARENA Grundstücks-Vermietungsgesellschaft mbH                      Düsseldorf                  100.0          100.0
  ALMONDA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  ALTEREGO Grundstücks-Vermietungsgesellschaft mbH                      Düsseldorf                  100.0          100.0
  Alternative Asset Management S.A.                                     Luxembourg                  100.0          100.0
  ALTINUM Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
                                                            HOLDINGS   IN   AFFILIATED   AND   OTHER   C O M PA N I E S    167




1.2 Affiliated companies not included in the consolidation due to their minor importance 5)

Name                                                              Registered               Share of capital held in %
                                                                  office                                    of which:
                                                                                               total        indirectly
ALUBRA Verwaltung und Treuhand GmbH                               Düsseldorf                   100.0              100.0
ALUDANTA Grundstücks-Vermietungsgesellschaft mbH                  Düsseldorf                   100.0              100.0
ALUTA Grundstücks-Vermietungsgesellschaft mbH                     Düsseldorf                   100.0              100.0
AMBRESA Sp. z o.o.                                                Warsaw                       100.0              100.0
AMENA Grundstücks-Vermietungsgesellschaft mbH                     Düsseldorf                   100.0              100.0
AMITEA Beteiligungsgesellschaft mbH                               Düsseldorf                   100.0              100.0
AMITICULA Photovoltaik-Beteiligungsgesellschaft mbH               Düsseldorf                   100.0              100.0
AMITICULA Photovoltaik-Beteiligungsgesellschaft mbH & Co.         Düsseldorf                   100.0              100.0
Objekte Solar KG
AMONEUS Grundstücks-Vermietungsgesellschaft mbH                   Düsseldorf                   100.0              100.0
AMUNDA Verwaltung und Treuhand GmbH                               Düsseldorf                   100.0              100.0
ANEA Grundstücks-Vermietungsgesellschaft mbH                      Düsseldorf                   100.0              100.0
ANOTARA Grundstücks-Vermietungsgesellschaft mbH                   Düsseldorf                   100.0              100.0
ANSELMA Grundstücks-Vermietungsgesellschaft mbH                   Düsseldorf                   100.0              100.0
ARAFINA Grundstücks-Vermietungsgesellschaft mbH                   Düsseldorf                   100.0              100.0
AREBA Verwaltung und Treuhand GmbH                                Düsseldorf                   100.0              100.0
ARISA Vermietungsgesellschaft mbH                                 Düsseldorf                   100.0              100.0
ARQUATUS Grundstücks-Vermietungsgesellschaft mbH                  Düsseldorf                   100.0              100.0
ARVINA Verwaltung und Treuhand GmbH                               Düsseldorf                   100.0              100.0
ASCARA Grundstücks-Vermietungsgesellschaft mbH                    Düsseldorf                   100.0              100.0
ASCETO Grundstücks-Vermietungsgesellschaft mbH                    Düsseldorf                   100.0              100.0
ASERTUNA Grundstücks-Vermietungsgesellschaft mbH                  Düsseldorf                   100.0              100.0
ASILUS Grundstücks-Vermietungsgesellschaft mbH                    Düsseldorf                   100.0              100.0
ASISTA Grundstücks-Vermietungsgesellschaft mbH                    Düsseldorf                   100.0              100.0
ASKANZA Grundstücks-Vermietungsgesellschaft mbH                   Düsseldorf                   100.0              100.0
ASKANZA Grundstücks-Vermietungsgesellschaft mbH & Co.             Düsseldorf                    94.4                94.4
Objekt Lüdenscheid KG
ASKIBA Grundstücks-Vermietungsgesellschaft mbH                    Düsseldorf                   100.0              100.0
ASSANDRA Grundstücks-Vermietungsgesellschaft mbH                  Düsseldorf                   100.0              100.0
ASSENTO Photovoltaik-Beteiligungsgesellschaft mbH                 Düsseldorf                   100.0              100.0
ASSUNTA Managementgesellschaft mbH                                Düsseldorf                   100.0              100.0
ASTRELLA Grundstücks-Vermietungsgesellschaft mbH                  Berlin                       100.0              100.0
ASTUTIA Beteiligungsgesellschaft mbH                              Düsseldorf                   100.0              100.0    2)

ATERNA Mobilien-Vermietungsgesellschaft mbH                       Berlin                       100.0              100.0
ATISHA Grundstücks-Vermietungsgesellschaft mbH                    Düsseldorf                   100.0              100.0
ATUNO Verwaltung und Treuhand GmbH                                Düsseldorf                   100.0              100.0
AURESTA Grundstücks-Vermietungsgesellschaft mbH                   Düsseldorf                   100.0              100.0
AVANCIA Vermietungsgesellschaft mbH                               Düsseldorf                   100.0              100.0
AVARICA Grundstücks-Vermietungsgesellschaft mbH                   Düsseldorf                   100.0              100.0
AVARICA Grundstücks-Vermietungsgesellschaft mbH & Co.             Düsseldorf                    93.2                93.2
Objekt Münchberg KG
AVENDO Beteiligungsgesellschaft mbH                               Sindelfingen                 100.0              100.0
BACUL Immobiliengesellschaft mbH                                  Eschborn                     100.0              100.0
168     HOLDINGS    IN   AFFILIATED   AND   OTHER   C O M PA N I E S




      1.2 Affiliated companies not included in the consolidation due to their minor importance 5)

      Name                                                                    Registered              Share of capital held in %
                                                                              office                                   of which:
                                                                                                          total        indirectly
  Bankowy Dom Hipoteczny Sp. z o.o.                                           Warsaw                         100.0         100.0
  BELUS Vermietungsgesellschaft mbH                                           Düsseldorf                     100.0         100.0
  Beteiligungsgesellschaft für Industrie und Handel mbH                       Frankfurt am Main              100.0
  BeVerwal Beteiligungs- und Verwaltungsgesellschaft mbH                      Frankfurt am Main              100.0
  BMF Capital Sp. z o.o.                                                      Warsaw                         100.0         100.0
  BRE Corporate Finance SA                                                    Warsaw                         100.0         100.0
  BRE Ubezpieczenia Sp. z o.o.                                                Warsaw                         100.0         100.0
  BRE Wealth Management SA*)                                                  Warsaw                         100.0         100.0
  BRE.locum Sp. z o.o.                                                        Lódz                            80.0          80.0
  BREL-APEX Sp. z o.o.                                                        Warsaw                         100.0         100.0
  BREL-COM Sp. z o.o.                                                         Warsaw                         100.0         100.0
  BREL-FIN Sp. z o.o.                                                         Warsaw                         100.0         100.0
  BREL-FINANCE Sp. z o.o.                                                     Warsaw                         100.0         100.0
  BRELIM Sp. z o.o.                                                           Warsaw                         100.0         100.0
  BRELINVEST Sp. z o.o.                                                       Warsaw                         100.0         100.0
  BRELINVEST Sp. z o.o. Fly 2 Sp. Komandytowa                                 Warsaw                         100.0         100.0
  BREL-MAR Sp. z o.o.                                                         Warsaw                         100.0         100.0
  BREL-MIG Sp. z o.o.                                                         Warsaw                         100.0         100.0
  BREL-PRO Sp. z o.o.                                                         Warsaw                         100.0         100.0
  BREL-RES Sp. z o.o.                                                         Warsaw                         100.0         100.0
  BREL-TAXUS Sp. z o.o.                                                       Warsaw                         100.0         100.0
  CAP Kiel-Betriebs GmbH                                                      Kiel                            51.0          51.0
  CB Lux Kirchberg GmbH                                                       Frankfurt am Main              100.0
  CCR Courtage                                                                Paris                          100.0         100.0
  Centrum Rozliczen i Informacji CERI Sp. z o.o.                              Aleksandrów Lódzki             100.0         100.0
  CFM Commerz Finanz Management GmbH i.L.                                     Frankfurt am Main              100.0
  CGG Benelux GmbH                                                            Wiesbaden                      100.0         100.0
  CGG Canada GmbH                                                             Wiesbaden                      100.0         100.0
  CGG France GmbH i.Gr.                                                       Wiesbaden                      100.0         100.0
  CGI Victoria Square Limited                                                 London                         100.0         100.0
  Chevrillon Philippe Assurance                                               Paris                          100.0         100.0
  COLLEGIUM GLASHÜTTEN Zentrum für Kommunikation GmbH                         Glashütten                     100.0                  2)

  Commercium Vermögensverwaltungsgesellschaft m.b.H.                          Hamburg                        100.0
  Commerz Europe (Ireland), Inc.                                              Wilmington/Delaware            100.0         100.0
  Commerz Export Finance Ltd.                                                 London                         100.0
  Commerz Grundbesitz – Gestão de Centros                                     Lisbon                         100.0         100.0
  Comercials Sociedade Unipessoal, Lda.
  Commerz Keyes Avenue Properties (Pty) Ltd.                                  Johannesburg                   100.0
  Commerz Management Services Ltd.                                            Dublin                         100.0
  Commerz Nominees Ltd.                                                       London                         100.0
  Commerz Overseas Services Ltd.                                              London                         100.0


      *) Renamed: ”Skarbiec Investment Management SA” has been transformed into ”BRE Wealth Management SA”
                                                              HOLDINGS   IN   AFFILIATED   AND   OTHER   C O M PA N I E S    169




1.2 Affiliated companies not included in the consolidation due to their minor importance 5)

Name                                                                Registered               Share of capital held in %
                                                                    office                                    of which:
                                                                                                 total        indirectly
Commerz U.S. Holding, Inc.                                          Wilmington/Delaware          100.0
Commerzbank (Properties South Africa) (Proprietary) Limited         Johannesburg                 100.0
Commerzbank International Trust (Jersey) Ltd.                       St. Helier/Jersey            100.0                20.0
Commerzbank International Trust (Singapore) Ltd.                    Singapore                    100.0                80.0
Commerzbank São Paulo Servicos Ltda.                                São Paulo                    100.0                73.9
CommerzKommunalbau GmbH                                             Düsseldorf                   100.0              100.0
CommerzLeasing Ceska republika s.r.o.                               Prague                       100.0              100.0
CommerzLeasing Direkt GmbH                                          Düsseldorf                   100.0              100.0    2)

CommerzLeasing GmbH                                                 Düsseldorf                   100.0              100.0
CommerzLeasing Nederland B.V.                                       Capelle a/d Ijssel           100.0              100.0
CommerzLeasing und Immobilien Vertrieb GmbH                         Düsseldorf                   100.0              100.0
CommerzProjektconsult GmbH                                          Düsseldorf                   100.0              100.0    2)

CommerzTrust GmbH                                                   Frankfurt am Main            100.0
CSK Sp. z o.o.                                                      Lódz                         100.0              100.0
Czwarty Polski Fundusz Rozwoju Sp. z o.o.                           Krakow                       100.0              100.0
Delphi I Eurohypo LLC                                               Wilmington/Delaware          100.0              100.0
DOMINO Projektentwicklungsgesellschaft mbH & Co                     Frankfurt am Main            100.0              100.0
Objekt Neue Mainzer Straße KG
DOMINO Projektentwicklungsgesellschaft mbH & Co                     Frankfurt am Main            100.0              100.0
Objekt Taunustor KG
dozent.it Vermögensverwaltungsgesellschaft mbH                      Frankfurt am Main            100.0
Dritte Commercium Vermögensverwaltungsgesellschaft mbH              Frankfurt am Main            100.0
Dritte Umbra Vermögensverwaltungsgesellschaft mbH                   Frankfurt am Main            100.0              100.0
EHY Securities (USA), LLC                                           Wilmington/Delaware          100.0              100.0
EHY Sub Asset LLC                                                   Wilmington/Delaware          100.0              100.0
emFinanse Sp. z o.o.                                                Lódz                         100.0              100.0
Erste StorCom AG                                                    Frankfurt am Main            100.0
Essen Hyp Immobilien GmbH                                           Essen                        100.0              100.0
EuREAM GmbH                                                         Wiesbaden                    100.0              100.0
Eurohypo Investment Banking Limited                                 London                       100.0              100.0
Eurohypo Nominees 1 Limited                                         London                       100.0              100.0
FAMCO SA i.L.                                                       Warsaw                       100.0              100.0
Fernwärmenetz Leipzig GmbH                                          Leipzig                      100.0              100.0
FIDES Trust Company Ltd.                                            Luxembourg                   100.0                10.0
Forum Algarve – Gestão de Centros Comercials                        Lisbon                       100.0              100.0
Sociedade Unipessoal, Lda.
Forum Almada – Gestão de Centros Comercials                         Lisbon                       100.0              100.0
Sociedade Unipessoal, Lda.
Forum Montijo – Gestão de Centros Comercials                        Lisbon                       100.0              100.0
Sociedade Unipessoal, Lda.
FRAST Grundstücks-Vermietungsgesellschaft mbH i. L.                 Düsseldorf                   100.0              100.0
Frega Vermögensverwaltungsgesellschaft mbH                          Frankfurt am Main            100.0
Garbary Sp. z o.o.                                                  Poznan                       100.0              100.0
170     HOLDINGS   IN   AFFILIATED   AND   OTHER   C O M PA N I E S




      1.2 Affiliated companies not included in the consolidation due to their minor importance 5)

      Name                                                              Registered            Share of capital held in %
                                                                        office                                 of which:
                                                                                                  total        indirectly
  Global Entertainment Productions GmbH & Co Cinema KG                  Potsdam                     100.0          100.0
  Goldkey Investimentos Immobiliarios LDA                               Lisbon                      100.0          100.0
  Grundbesitzgesellschaft Berlin Rungestr. 22-24 mbH                    Essen                        94.0           94.0
  Grundstücks- und Vermögensverwaltungsgesellschaft Geretsried mbH      Düsseldorf                  100.0          100.0
  Grundstücksgesellschaft CORECD Alpha mbH                              Berlin                      100.0          100.0
  Grundstücksgesellschaft CORECD Beta mbH                               Berlin                      100.0          100.0
  Grundstücksgesellschaft CORECD Gamma mbH                              Berlin                      100.0          100.0
  Grundstücks-Vermietungsgesellschaft Pfronten mbH                      Düsseldorf                  100.0          100.0
  Handelsgest S.A.R.L.                                                  Luxembourg                  100.0           25.0
  Haus am Kai 2 O.O.O.                                                  Moscow                      100.0          100.0
  HDW Grundstücks-Vermietungsgesellschaft mbH                           Frankfurt am Main           100.0          100.0
  Hildegund Ltd.                                                        London                      100.0
  Houston Main GP, LLC                                                  Wilmington/Delaware         100.0          100.0
  HVI Handels- und Verwertungsgesellschaft für Immobilien mbH           Düsseldorf                   94.0           94.0
  Immobilien Expertise GmbH                                             Essen                       100.0          100.0
  Immobiliengesellschaft Markt Leipzig GmbH                             Leipzig                      75.0           75.0
  Immobiliengesellschaft Markt Leipzig GmbH & Co.                       Leipzig                      75.0           75.0
  Projektentwicklungs-KG i. L.
  Immobiliengesellschaft Ost Hägle spol.s.r.o.                          Prague                      100.0
  Immobilien-Vermietungsgesellschaft Dr. Gubelt & Co. Objekt Jena KG    Düsseldorf                  100.0          100.0
  Immobilienverwaltungs- und Vertriebsgesellschaft                      Berlin                      100.0
  Villen am Glienicker Horn mbH
  Immobilienverwaltungsgesellschaft Altwismar mbH                       Berlin                      100.0          100.0
  Immobilienverwaltungsgesellschaft Grammophon Büropark mbH             Berlin                      100.0          100.0
  Immobilienverwaltungsgesellschaft Kampffmeyer Villa mbH               Berlin                      100.0
  Immobilienverwaltungsgesellschaft Schlachthof Offenbach mbH           Berlin                      100.0
  Indugest S.A.R.L.                                                     Luxembourg                  100.0           25.0
  KENSTONE GmbH                                                         Eschborn                    100.0          100.0
  L.I.A. Leasinggesellschaft für Immobilien und Anlagegüter mbH         Düsseldorf                  100.0            0.1
  Laurea Molaris Grundstücksvermietungsgesellschaft mbH                 Ludwigshafen                 94.0           94.0
  LUGO Photovoltaik-Beteiligungsgesellschaft mbH                        Düsseldorf                  100.0          100.0
  LUGO Photovoltaik-Beteiligungsgesellschaft mbH & Co.                  Düsseldorf                  100.0          100.0
  Objekte Solar KG
  Mädler-Passage Leipzig Grundstück GmbH & Co. KG                       Leipzig                      87.5
  Mädler-Passage Leipzig Grundstück Verwaltung GmbH                     Leipzig                      88.0
  Max Lease S.a.r.l.                                                    Luxembourg                  100.0          100.0
  MFP Major Film Productions GmbH & Co. Erste KG                        Grünwald (Munich)           100.0          100.0
  MZ Sp. z o.o.                                                         Krakow                      100.0          100.0
  NARDUM Grundstücks-Vermietungsgesellschaft mbH                        Düsseldorf                  100.0          100.0
  NASTO Schiffsbetriebsgesellschaft mbH                                 Hamburg                     100.0          100.0
  NAUCULA Schiffsbetriebsgesellschaft mbH                               Hamburg                     100.0          100.0
  NAULUMO Schiffsbetriebsgesellschaft mbH                               Hamburg                     100.0          100.0
  NAUMOSA Schiffsbetriebsgesellschaft mbH                               Hamburg                     100.0          100.0
                                                          HOLDINGS    IN   AFFILIATED   AND   OTHER   C O M PA N I E S   171




1.2 Affiliated companies not included in the consolidation due to their minor importance 5)

Name                                                              Registered              Share of capital held in %
                                                                  office                                   of which:
                                                                                              total        indirectly
NAUPEUS Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NAURANTO Schiffsbetriebsgesellschaft mbH                          Hamburg                     100.0              100.0
NAURATA Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NAUSOLA Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NAUTARO Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NAUTESSA Schiffsbetriebsgesellschaft mbH                          Hamburg                     100.0              100.0
NAUTIS Schiffsbetriebsgesellschaft mbH                            Hamburg                     100.0              100.0
NAUTLUS Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NAUTO Schiffsbetriebsgesellschaft mbH                             Hamburg                     100.0              100.0
NAUTORIA Schiffsbetriebsgesellschaft mbH                          Hamburg                     100.0              100.0
NAUTUGO Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NAVALIS Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NAVIBOLA Schiffsbetriebsgesellschaft mbH                          Hamburg                     100.0              100.0
NAVIBOLA Schiffsbetriebsgesellschaft mbH & Co.                    Hamburg                     100.0              100.0
MS „Martinique” KG
NAVIBOTO Schiffsbetriebsgesellschaft mbH                          Hamburg                     100.0              100.0
NAVIGA Flottenbeteiligung GmbH & Co. ATLANTIK KG                  Hamburg                     100.0              100.0
NAVIGA Schiffsbeteiligung GmbH                                    Hamburg                     100.0              100.0
NAVIGATO Schiffsbetriebsgesellschaft mbH                          Hamburg                     100.0              100.0
NAVIGOLO Schiffsbetriebsgesellschaft mbH                          Hamburg                     100.0              100.0
NAVILO Vermietungsgesellschaft mbH                                Hamburg                     100.0              100.0
NAVINA Schiffsbetriebsgesellschaft mbH                            Hamburg                     100.0              100.0
NAVIPOS Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NAVIRENA Schiffsbetriebsgesellschaft mbH                          Hamburg                     100.0              100.0
NAVISTA Schiffsbetriebsgesellschaft mbH                           Düsseldorf                  100.0              100.0
NAVITA Schiffsbetriebsgesellschaft mbH                            Hamburg                     100.0              100.0
NAVITARIA Schiffsbetriebsgesellschaft mbH                         Hamburg                     100.0              100.0
NAVITONI Schiffsbetriebsgesellschaft mbH                          Hamburg                     100.0              100.0
NAVITONI Schiffsbetriebsgesellschaft mbH & Co. MS „Monaco” KG     Hamburg                     100.0              100.0
NAVITOSA Schiffsbetriebsgesellschaft mbH                          Hamburg                     100.0              100.0
NAVITOSA Schiffsbetriebsgesellschaft mbH & Co.                    Hamburg                     100.0              100.0
MS „Montpellier” KG
NAVITURA Schiffsbetriebsgesellschaft mbH                          Hamburg                     100.0              100.0
NEPTANA Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NEPTILA Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NEPTORA Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NEPTUGA Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NEPTUNO Schiffsbetriebsgesellschaft mbH                           Hamburg                     100.0              100.0
NESTOR Grundstücks-Vermietungsgesellschaft mbH                    Düsseldorf                  100.0              100.0
NESTOR Grundstücks-Vermietungsgesellschaft mbH & Co.              Düsseldorf                  100.0              100.0
Objekt Hamme KG
NESTOR Grundstücks-Vermietungsgesellschaft mbH & Co.              Düsseldorf                  100.0              100.0
Objekt Wiemelhausen KG
172     HOLDINGS   IN   AFFILIATED   AND   OTHER   C O M PA N I E S




      1.2 Affiliated companies not included in the consolidation due to their minor importance 5)

      Name                                                              Registered            Share of capital held in %
                                                                        office                                 of which:
                                                                                                  total        indirectly
  Neuma Vermögensverwaltungsgesellschaft mbH                            Hamburg                      69.0
  NIDUS Grundstücks-Vermietungsgesellschaft mbH i. L.                   Düsseldorf                  100.0          100.0
  NORA Grundstücks-Vermietungsgesellschaft mbH                          Düsseldorf                  100.0          100.0
  NOSCO Grundstücks-Vermietungsgesellschaft mbH                         Mainz                       100.0          100.0
  NOTITIA Grundstücks-Vermietungsgesellschaft mbH                       Berlin                      100.0          100.0
  NOVITAS Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  NUMERIA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  NURUS Beteiligungsgesellschaft mbH                                    Düsseldorf                  100.0          100.0
  OFFICINA Grundstücks-Vermietungsgesellschaft mbH                      Düsseldorf                  100.0          100.0
  ORBITA Kraftwerk-Beteiligungsgesellschaft mbH                         Düsseldorf                  100.0          100.0
  ORNAS Grundstücks-Vermietungsgesellschaft mbH i. L.                   Düsseldorf                  100.0          100.0
  ORSUS Grundstücks-Vermietungsgesellschaft mbH i. L.                   Berlin                      100.0          100.0
  OSKAR Medienbeteiligungsgesellschaft mbH                              Düsseldorf                  100.0          100.0
  PAREO Kraftwerk-Beteiligungsgesellschaft mbH                          Leipzig                     100.0          100.0
  RAMONIA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  RAPIDA Grundstücks-Vermietungsgesellschaft mbH                        Düsseldorf                  100.0          100.0
  RAVENNA Kraków Sp. z o.o.                                             Warsaw                      100.0          100.0
  RAVENNA Szczecin Sp. z o.o.                                           Warsaw                      100.0          100.0
  RECTOR Beteiligungsgesellschaft mbH                                   Leipzig                     100.0          100.0
  RECURSA Grundstücks-Vermietungsgesellschaft mbH                       Frankfurt am Main           100.0          100.0
  REFUGIUM Grundstücks-Vermietungsgesellschaft mbH                      Grünwald (Munich)           100.0          100.0
  Regensburg Arcaden Verwaltungs-GmbH                                   Regensburg                  100.0          100.0
  REGULA Grundstücks-Vermietungsgesellschaft mbH                        Düsseldorf                  100.0          100.0
  RESIDO Flugzeug-Leasinggesellschaft mbH                               Düsseldorf                  100.0          100.0
  RIMA Medien-Beteiligungsgesellschaft mbH                              Düsseldorf                  100.0          100.0
  RIPA Medien-Beteiligungsgesellschaft mbH                              Düsseldorf                  100.0          100.0
  ROSARIA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  ROSARIA Grundstücks-Vermietungsgesellschaft mbH & Co.                 Düsseldorf                   94.0           94.0
  Objekt CAP Kiel KG
  ROSATA Grundstücks-Vermietungsgesellschaft mbH                        Düsseldorf                  100.0          100.0
  ROSEA Grundstücks-Vermietungsgesellschaft mbH                         Düsseldorf                  100.0          100.0
  ROSEA Grundstücks-Vermietungsgesellschaft mbH & Co.                   Düsseldorf                   94.0           94.0
  Objekt Kreilinger KG
  ROSEA Grundstücks-Vermietungsgesellschaft mbH & Co.                   Düsseldorf                  100.0          100.0
  Objekt Veldhoven KG
  ROSINTA Grundstücks-Vermietungsgesellschat mbH                        Düsseldorf                  100.0          100.0
  ROSOLA Grundstücks-Vermietungsgesellschaft mbH                        Düsseldorf                  100.0          100.0
  ROTUNDA Grundstücks-Vermietungsgesellschaft mbH                       Düsseldorf                  100.0          100.0
  Schunk GmbH                                                           Willich                      51.0           51.0
  ServicePoint Sp. z o.o.                                               Warsaw                      100.0          100.0
  SOLTRX Solutions for financial business GmbH                          Frankfurt am Main            51.0
  SOLTRX Transaction Services GmbH                                      Düsseldorf                  100.0           75.0
  Tele-Tech Investment Sp. z o.o.                                       Warsaw                      100.0          100.0
                                                            HOLDINGS   IN   AFFILIATED   AND   OTHER   C O M PA N I E S    173




1.2 Affiliated companies not included in the consolidation due to their minor importance 5)

Name                                                               Registered              Share of capital held in %
                                                                   office                                   of which:
                                                                                               total        indirectly
TIGNARIS Beteiligungsgesellschaft mbH & Co. Objekt Ostfildern KG   Düsseldorf                   94.9                94.9
TIGNATO Beteiligungsgesellschaft mbH                               Essen                       100.0              100.0
Transfactor Slovakia AS                                            Bratislava                  100.0              100.0
TRANSFERIA Managementgesellschaft mbH                              Dortmund                    100.0              100.0
TV-Tech Investment 1 Sp. z o.o.                                    Warsaw                      100.0              100.0
Vartimex s.r.o.                                                    Prague                      100.0              100.0
Vierte Commercium Vermögensverwaltungsgesellschaft mbH             Bad Soden am Taunus         100.0
Vierte Umbra Vermögensverwaltungsgesellschaft mbH                  Frankfurt am Main           100.0              100.0
Wijkertunnel Beheer III B.V.                                       Amsterdam                   100.0
Winning Partners Limited                                           Hong Kong                   100.0
WST-Broker-GmbH                                                    Frankfurt am Main            90.0                54.0
Zweite Commercium Vermögensverwaltungsgesellschaft mbH             Frankfurt am Main           100.0
Zweite Umbra Vermögensverwaltungsgesellschaft mbH                  Frankfurt am Main           100.0              100.0    2)
174     HOLDINGS     IN   AFFILIATED   AND   OTHER   C O M PA N I E S




      2. Associated companies

      2.1 Associated companies included in the consolidated balance sheet at equity

      Name                                                     Registered          Share of capital held in %      Equity       Result
                                                               office                         of which:
                                                                                       total indirectly           in 1,000     in 1,000
      Alon Technology Ventures Limited                         British Virgin Islands   40.1        40.1 EUR           7,507    –3,386
      Capital Investment Trust Corporation                     Taipei/Taiwan            24.0         4.8 TWD    1,940,662      420,560
      Commerz Unternehmensbeteiligungs-                        Frankfurt am Main        40.0             EUR      111,658        5,697
      Aktiengesellschaft
      COMUNITHY Immobilien GmbH                                Düsseldorf               49.9        49.9 EUR       –7,743        1,037
      Delphi I LLC                                             Wilmington/Delaware      33.3        33.3 EUR       60,455      –88,701    1)

      Deutsche Schiffsbank Aktiengesellschaft                  Bremen/Hamburg           40.0        40.0 EUR      551,787       52,408
      Exploitatiemaatschappij Wijkertunnel C.V.                Amsterdam                33.3        33.3 EUR           3,827      –449    1)

      ILV Immobilien-Leasing Verwaltungs-                      Düsseldorf               50.0        47.0 EUR       29,775        1,642
      gesellschaft Düsseldorf mbH
      Prospect Poland UK, L.P.                                 St. Helier/Jersey        39.5         1.6 USD           1,437       271
      Reederei MS „E.R. INDIA” Beteiligungsgesellschaft        Hamburg                  26.1        26.1 EUR       13,605          368
      mbH & Co.KG
      Servicing Advisors Deutschland GmbH                      Frankfurt am Main        50.0        50.0 EUR           5,502     1,207    1)

      Urbanitas Grundbesitzgesellschaft mbH                    Berlin                   50.0        50.0 EUR       –9,390            0    1)




      2. Associated companies

      2.2 Associated companies not included in the consolidated balance sheet at equity due to their minor importance

  Name                                                                             Registered              Share of capital held in %
                                                                                   office                                   of which:
                                                                                                               total        indirectly
      121 KHS Limited                                                              London                       49.9              49.9
      Ampton BV                                                                    Amsterdam                    50.0              50.0
      APERA Grundstücks-Vermietungsgesellschaft mbH                                Düsseldorf                   50.0              50.0
      Argor-Heraeus S.A.                                                           Mendrisio                    26.5              26.5
      ASTIRA Grundstücks-Vermietungsgesellschaft mbH                               Düsseldorf                   50.0              50.0
      AV America Grundbesitzverwaltungsgesellschaft mbH                            Frankfurt am Main            25.0
      Bonitos GmbH & Co. KG                                                        Frankfurt am Main            50.0
      Bonitos Verwaltungs GmbH                                                     Frankfurt am Main            50.0
      BONUS Vermietungsgesellschaft mbH                                            Düsseldorf                   30.0              30.0
      C&W Projektentwicklungsgesellschaft mbH                                      Düsseldorf                   49.9              49.9
      Commerz GOA Realty Associates, LLC                                           Atlanta                      49.0              49.0
      Commerz GOA Realty Management, LLC                                           Atlanta                      49.0              49.0
      Commerz GOA Realty Management I, LLC                                         Atlanta                      49.0              49.0
      COMMERZ PARTNER Beratungsgesellschaft für                                    Frankfurt am Main            50.0
      Vorsorge- und Finanzprodukte mbH
      Commerz Realty Associates GP V, LLC                                          Wilmington/Delaware          47.6              47.6
      Commerzbank Aktiengesellschaft von 1870 i.L.                                 Hamburg                      37.9
                                                            HOLDINGS   IN   AFFILIATED   AND   OTHER   C O M PA N I E S    175




2.2 Associated companies not included in the consolidated balance sheet at equity due to their minor importance

Name                                                              Registered               Share of capital held in %
                                                                  office                                    of which:
                                                                                               total        indirectly
Compania de Factoring S.A.                                        Bucharest                     50.0                50.0
COMPAT Immobilien GmbH                                            Düsseldorf                    49.9                49.9
Delphi Immobilien I GmbH                                          Frankfurt am Main             33.0                33.0
Delphi Immobilien II GmbH                                         Frankfurt am Main             33.0                33.0
Delphi Immobilien III GmbH                                        Frankfurt am Main             33.0                33.0
Delphi Immobilien IV GmbH                                         Frankfurt am Main             33.0                33.0
Deutsche Gesellschaft für Immobilienanlagen „America” mbH i.L.    Bad Homburg v.d.H.            25.0
Eurohypo Asset Management Ltd.                                    London                        50.0                50.0
FOSSUM Beteiligungsgesellschaft mbH                               Düsseldorf                    24.8                24.8
FUGA Vermietungsgesellschaft mbH                                  Düsseldorf                    47.0                47.0
FUNGOR Vermietungsgesellschaft mbH                                Düsseldorf                    43.6                43.6
GbR BLB + GVG mbH                                                 Ludwigshafen am Rhein         42.0                42.0
Gesellschaft für Kreditsicherung mbH                              Berlin                        26.7
GMF German Mittelstand Fund GmbH                                  Frankfurt am Main             23.5                23.5
GOPA Gesellschaft für Organisation, Planung und Ausbildung mbH    Bad Homburg v.d.H.            24.8                24.8
GRADARA Vermietungsgesellschaft mbH                               Grünwald (Munich)             50.0                50.0
GRAMEDA Vermietungsgesellschaft mbH                               Grünwald (Munich)             50.0                50.0
GRAMINA Vermietungsgesellschaft mbH                               Grünwald (Munich)             50.0                50.0
Gramoldina Vermietungsgesellschaft mbH                            Düsseldorf                    50.0                50.0
GRANOS Vermietungsgesellschaft mbH                                Grünwald (Munich)             50.0                50.0
GRATNOMA Grundstücks-Vermietungsgesellschaft mbH                  Grünwald (Munich)             50.0                50.0
GREMBERTA Vermietungsgesellschaft mbH                             Grünwald (Munich)             50.0                50.0
GRETANA Vermietungsgesellschaft mbH                               Grünwald (Munich)             50.0                50.0
GRISLEVA Vermietungsgesellschaft mbH                              Grünwald (Munich)             50.0                50.0
GROSINA Vermietungsgesellschaft mbH                               Grünwald (Munich)             50.0                50.0
GROTTERIA Vermietungsgesellschaft mbH                             Grünwald (Munich)             50.0                50.0
GRUMOSA Vermietungsgesellschaft mbH                               Grünwald (Munich)             50.0                50.0
GRUNATA Vermietungsgesellschaft mbH                               Grünwald (Munich)             50.0                50.0
Grundstücks-Vermietungsgesellschaft Objekt 12 GmbH                Düsseldorf                    47.0                47.0
GZ Verwaltungsgesellschaft für Transportmittel GmbH               Munich                        50.0                50.0
Immobilien-Vermietungsgesellschaft Objekt Eindhoven B.V.          Capelle a/d Ijssel            30.0                30.0
Immobilien-Vermietungsgesellschaft Objekt Stopera B.V.            Capelle a/d Ijssel            30.0                30.0
IWP International West Pictures Zweite Verwaltungs GmbH           Cologne                       50.0                50.0
Kapelaansdijk I BV.                                               Amsterdam                     25.0                25.0
Koppelenweg I BV                                                  Hoevelaken                    33.3                33.3
Liegenschaft Hainstraße GbR                                       Frankfurt am Main             50.0                50.0
LUX Leasing S.A.                                                  Luxembourg                    50.0                50.0
MAHO Grundstücks-Vermietungsgesellschaft mbH                      Schönefeld                    47.0                47.0
                                                                  Krs. Dahme-Spreewald
MARIUS Grundstücks-Vermietungsgesellschaft mbH & Co.              Düsseldorf                    21.0                21.0
Objekt Hannover KG
MINERVA Grundstücks-Vermietungsgesellschaft mbH & Co.             Düsseldorf                    21.0                21.0
Objekt Radolfzell KG
176     HOLDINGS   IN   AFFILIATED   AND   OTHER   C O M PA N I E S




      2.2 Associated companies not included in the consolidated balance sheet at equity due to their minor importance

      Name                                                              Registered             Share of capital held in %
                                                                        office                                  of which:
                                                                                                   total        indirectly
  Mobilien Vermietungsgesellschaft Nederland B.V.                       Capelle a/d Ijssel          30.0             30.0
  MOLCASA Vermietungsgesellschaft Objekt Smart mbH                      Grünwald (Munich)           50.0             50.0
  MOLGRADO Vermietungsgesellschaft Objekt Göttingen                     Grünwald (Munich)           50.0             50.0
  und Oldenburg mbH
  MOLSOLA Vermietungsgesellschaft mbH & Co. Objekt Aquarius KG          Düsseldorf                  98.5                     3)

  MOLSOLA Vermietungsgesellschaft mbH & Co. Objekt Aries KG             Düsseldorf                  98.5                     3)

  MOLSOLA Vermietungsgesellschaft mbH & Co.                             Düsseldorf                  98.5                     3)

  Objekt Düsseldorf Hohe Straße KG
  MOLSOLA Vermietungsgesellschaft mbH & Co. Objekt Geminus KG           Düsseldorf                  98.5                     3)

  MOLSOLA Vermietungsgesellschaft mbH & Co.                             Düsseldorf                  98.5                     3)

  Objekt Halle Markt 11 KG
  MOLSOLA Vermietungsgesellschaft mbH & Co. Objekt Halle Riegel KG Düsseldorf                       98.5                     3)

  MOLSOLA Vermietungsgesellschaft mbH & Co. Objekt Pforzheim KG         Düsseldorf                  98.5                     3)

  MOLSOLA Vermietungsgesellschaft mbH & Co. Objekt Taurus KG            Düsseldorf                  98.5                     3)

  MOLSURA Vermietungsgesellschaft mbH                                   Düsseldorf                  50.0             50.0
  Montrada GmbH                                                         Bad Vilbel                  50.0
  MS „Meta” Stefan Patjens GmbH & Co KG                                 Drochtersen                 30.5             30.5
  NESTOR Grundstücks-Vermietungsgesellschaft mbH & Co.                  Düsseldorf                  50.0             50.0
  Objekt Fellbach OHG
  Neue Krausenhöfe Berlin Erste Grundstücksgesellschaft mbH             Düsseldorf                  47.4             47.4
  Neue Krausenhöfe Berlin Zweite Grundstücksgesellschaft mbH            Düsseldorf                  47.4             47.4
  ORNATUS Grundstücks-Vermietungsgesellschaft mbH                       Schönefeld                  50.0             50.0
                                                                        Krs. Dahme-Spreewald
  ProCredit Bank S.A.                                                   Bucharest                   21.0
  ProCredit Bank Sh.A.                                                  Tirana                      20.0
  PRUNA Betreiber GmbH                                                  Grünwald (Munich)           49.0             49.0
  Registra Securita Trust GmbH                                          Frankfurt am Main           33.0             33.0
  ROSARIA Grundstücks-Vermietungsgesellschaft mbH & Co.                 Düsseldorf                  50.0             50.0
  Objekt Baden-Airpark KG
  S.E.A. Hotels Investment AB                                           Danderyd                    50.0             50.0
  SOMENTEC Software AG                                                  Langen                      35.7             35.7
  The World Markets Company GmbH i.L.                                   Frankfurt am Main           25.2
  Xtrade SA                                                             Warsaw                      24.9             24.9
                                                             HOLDINGS      IN   AFFILIATED   AND     OTHER   C O M PA N I E S       177




3. Special-purpose entities and non-publicly-offered funds

3.1 Special-purpose entities included in the consolidation pursuant to IAS 27 and SIC-12

Name                                                  Registered office/                 Share of                      Equity
                                                      Registered office of            capital held
                                                      management company                     in %                    in 1,000
Al Shorouq 1 Limited                                  St. Helier/Jersey                      0.00        GBP                51
CB MezzCAP Limited Partnership                        St. Helier/Jersey                      0.00        EUR             –991
CoCo Finance 2006-1 plc                               Dublin                                 0.00        EUR                40      1)

Comas Strategy Fund Limited                           Grand Cayman                           0.00        USD                    0
Four Winds Funding Corporation                        Wilmington/Delaware                    0.00        USD            8,571
Hanging Gardens 1 Limited                             Grand Cayman                           0.00        EUR                    8
Kaiserplatz Gesellschaften:                                                                  0.00        EUR            5,633
Asset Securitisation Programme for                    Dublin                                                                        1)

Insured Receivables Ltd. (ASPIRE)
Kaiserplatz Holdings Incorporated                     Wilmington/Delaware
 Kaiserplatz Funding (Delaware) LLC                   Wilmington/Delaware
Kaiserplatz Holdings Limited                          St. Helier/Jersey
 Kaiserplatz Funding Limited                          St. Helier/Jersey
 Kaiserplatz Sub-Holdings Limited                     St. Helier/Jersey
  Kaiserplatz Purchaser No. 2 Limited                 St. Helier/Jersey
  Kaiserplatz Purchaser No. 3 Limited                 St. Helier/Jersey
  Kaiserplatz Purchaser No. 4 Limited                 St. Helier/Jersey
  Kaiserplatz Purchaser No. 5 Limited                 St. Helier/Jersey
  Kaiserplatz Purchaser No. 6 Limited                 St. Helier/Jersey
  Kaiserplatz Purchaser No. 9 Limited                 St. Helier/Jersey
  Kaiserplatz Purchaser No. 14 Limited                St. Helier/Jersey                                                             1)

  Kaiserplatz Purchaser No. 15 Limited                St. Helier/Jersey                                                             1)

  Kaiserplatz Purchaser No. 16 Limited                St. Helier/Jersey                                                             1)

  MidCABS Limited                                     St. Helier/Jersey
KP CoCo Funding No. 1 Limited                         St. Helier/Jersey                                                             1)

Mainz Holdings Limited                                St. Helier/Jersey
  Sword Funding No. 1 Limited                         St. Helier/Jersey
KP Semper No. 1 Ltd.                                  St. Helier/Jersey                      0.00        EUR                23      1)

KREATIV 1 Limited                                     St. Helier/Jersey                      0.00        EUR               –95
Plymouth Capital Limited                              St. Helier/Jersey                      0.00        EUR                    0
Portland Capital Limited                              St. Helier/Jersey                      0.00        GBP                    0
Ryder Square Limited                                  St. Helier/Jersey                      0.00        GBP               163
Shannon Capital plc                                   Dublin                                 0.00        EUR            1,182
Times Square Funding Financials LLC                   New York                               0.00        EUR                20      1)

TS Co. mit One GmbH                                   Frankfurt am Main                      0.00        EUR                25      1)
178     HOLDINGS       IN   AFFILIATED   AND   OTHER   C O M PA N I E S




      3. Special-purpose entities and non-publicly-offered funds

      3.2 Non-publicly-offered funds included in the consolidation pursuant to IAS 27 and SIC-12

      Name                                                            Registered office/            Share of           Fund’s
                                                                      Registered office of   investor in fund          assets
                                                                      management company                in %          in 1,000
      Activest Grugafonds                                             Munich                          100.00    EUR   108,455
      CDBS-Cofonds I                                                  Frankfurt am Main               100.00    EUR   104,751
      CDBS-Cofonds II                                                 Frankfurt am Main               100.00    EUR    95,104
      CDBS-Cofonds III                                                Frankfurt am Main               100.00    EUR   100,519
      CDBS-Cofonds IV                                                 Frankfurt am Main               100.00    EUR    90,810
      OP-Fonds CDBS V                                                 Cologne                         100.00    EUR    90,643
      CICO-Fonds I                                                    Frankfurt am Main               100.00    EUR   219,109
      Commerzbank Alternative Strategies-Global Hedge                 Luxembourg                      100.00    EUR    62,779
      DBI-Fonds HIE 1                                                 Frankfurt am Main               100.00    EUR   119,378
      DBI-Fonds HIE 2                                                 Frankfurt am Main               100.00    EUR   113,089
      DBI-Fonds HIE 3                                                 Frankfurt am Main               100.00    EUR   112,986
      DEGEF-Fonds HIE 1                                               Frankfurt am Main               100.00    EUR   121,677
      DEGEF-Fonds HIE 2                                               Frankfurt am Main               100.00    EUR   102,025
      DEVIF-Fonds Nr. 533                                             Frankfurt am Main               100.00    EUR   113,602
      DEVIF-Fonds Nr. 606                                             Frankfurt am Main               100.00    EUR   112,499
      HIE-Cofonds I                                                   Frankfurt am Main               100.00    EUR   117,622
      HIE-Cofonds II                                                  Frankfurt am Main               100.00    EUR   121,179
      HIE-Cofonds III-N                                               Frankfurt am Main               100.00    EUR   113,923
      HIE-Cofonds IV-N                                                Frankfurt am Main               100.00    EUR   113,727
      HIE-Cofonds V-N                                                 Frankfurt am Main               100.00    EUR   113,933
      HIE-Cofonds VI                                                  Frankfurt am Main               100.00    EUR    99,789    1)

      HIE-Cofonds VII                                                 Frankfurt am Main               100.00    EUR    99,745    1)

      HIE-Cofonds VIII                                                Frankfurt am Main               100.00    EUR    99,813    1)
                                                                    HOLDINGS     IN   AFFILIATED   AND   OTHER   C O M PA N I E S     179




4. Holdings in major incorporated companies exceeding 5% of voting rights


Name                                                         Registered office                       Share of capital held in %
                                                                                                                      of which:
                                                                                                         total        indirectly
ConCardis GmbH                                               Frankfurt am Main                             6.0
EURO Kartensysteme GmbH                                      Frankfurt am Main                             6.0
Linde Aktiengesellschaft                                     Wiesbaden                                     9.7                  9.7
SAO „Promsvyazbank”                                          Moscow                                       15.3                15.3




Notes

1) Included in the consolidation for the first time in the financial year
2) Profit-and-loss transfer agreement
3) Voting rights of less than 50%
4) Voting rights of more than 50%
5) Information pursuant to Art. 285 No. 11a German Commercial Code (HGB) is not disclosed due to its minor importance
  pursuant to Art. 286 (3) No. 1 German Commercial Code (HGB)



Foreign-exchange rates for €1 as of December 31, 2006:
Czech Republic                                                                         CZK                              27.48500
Hong Kong                                                                              HKD                              10.24090
Hungary                                                                                HUF                            251.77000
Indonesia                                                                              IDR                        11,844.44000
Japan                                                                                  JPY                            156.93000
Poland                                                                                 PLN                               3.83100
Russia                                                                                 RUB                              34.68000
Singapore                                                                              SGD                               2.02020
Switzerland                                                                            CHF                               1.60690
Taiwan                                                                                 TWD                              42.88000
United Kingdom                                                                         GBP                               0.67150
USA                                                                                    USD                               1.31700
180




      interim report
      as of march 31, 2007
      commerzbank ag
                                                                                                                       181




interim report as of march 31, 2007


To our shareholders                                         We reported provisioning of €160m for the first quar-
                                                            ter of this year. Fully including Eurohypo, this corre-
Commerzbank has got off to a good start in 2007. We         sponds to one quarter of the loan loss provisions
posted an operating profit of €908m for the first three     from the ongoing business of €637m for 2006. We
months, which is almost as high as the record level         expect this figure to be the upper limit for pro-
set in the first quarter of 2006 and came despite con-      visioning this year.
siderably lower proceeds from the disposal of invest-
ments. We have advanced strongly in our operating           There was a pleasingly strong rise in net commission
business and have made significant progress in terms        income, especially in securities transactions and in
of net commission income in particular. Our growth          asset management, but also in the case of real-estate
and efficiency initiatives are paying off in all our core   transactions. All in all, we posted €847m for the first
business areas, and we have also received further           quarter of this year, an increase of 15.4% year-on-
impetus from the resurgent financial markets and the        year. This reflected the upbeat mood on the financial
surprisingly robust economic growth in Germany.             markets, but is also a sign that our efforts to achieve
                                                            a lasting improvement in commission income and
Rising operating income                                     bring greater stability to our earnings performance
                                                            are paying off.
The figures reported in the income statement can
only be compared with last year’s numbers to a lim-         We were also once again very pleased with our trad-
ited extent, as in the first quarter of 2006 Eurohypo       ing profit. Despite a negative contribution from the
was still consolidated at equity, i.e. the pro-rata con-    result of hedge accounting this came in at €301m,
tribution for our holding was stated under net interest     close to the excellent level recorded in the first quar-
income.                                                     ter of 2006. We were again particularly successful in
                                                            equity derivatives and in currency trading. In the case
In the first three months of this year the Commerz-         of the trading profit, our move towards customer-
bank Group posted a net interest income of €1,045m,         driven business has enabled us to achieve earnings
an increase of 25.8% compared with the same period          that are much more consistent and hence also of
last year. However on a pro-forma basis, i.e. taking        better quality.
Eurohypo fully into account in the comparison, there
was a slight reduction. One factor that has to be           We also enjoyed strong earnings on our investments
borne in mind is that the further disposal of non-          and securities portfolio once again, posting a result of
strategic equity holdings last year now means less          €225m overall. Around half of this stemmed from
dividend income. Furthermore, following the segre-          the sale of investments and share stakes, primarily
gation of a large part of our pension provisions we         the disposal of our interests in Germanischer Lloyd,
no longer have the corresponding interest income.           Deutsche Börse and the Polish company Skarbiec
Despite these dampening effects, the overall net            Asset Management Holding. We also used the
interest income in the first three months would even        favourable market environment to take profits in
have been 5% higher than last year had the persis-          our portfolio of fixed-income securities. In the first
tently flat yield curve not continued to weigh on the       quarter of 2006 the result on investments and securi-
Public Finance and Treasury segment.                        ties portfolio was much higher at €445m; over €400m
                                                            of this figure stemmed from the partial sale of our
                                                            stake in Korea Exchange Bank alone.
182     INTERIM   REPORT   AS   OF   MARCH   31,   2007




      Costs still under control despite capital expenditure     end of our target range of 6.5% to 7.0%. Our own
                                                                funds ratio stood at 11.0%, thus remaining virtually
      Administrative expenses totalled €1.36bn in the first     unchanged from the year-end level.
      quarter of 2007, an increase of 14.3% compared with
      the same period last year. The more meaningful            Changes in segment reporting
      pro-forma figure shows a moderate rise of 3.0%.
      Personnel expenses rose to €815m. As of March 31,         Starting from the first quarter of 2007, we are no
      2007 the Commerzbank Group employed 35,891 staff,         longer reporting on Asset Management as a separate
      an increase of 346 year-on-year. Due to the high          segment. The primary reason for this is that with
      capital expenditure on growth and efficiency initia-      effect from January this year, we have transferred
      tives, other expenses increased to €460m. Depreci-        Real Estate Asset Management, i.e. Commerz
      ation on fixed assets and other intangible assets rose    Grundbesitz Group, to the Commercial Real Estate
      to €85m.                                                  segment as part of our efforts to concentrate our
                                                                real-estate activities. Furthermore, in March we
      Profitability improving                                   signed the agreement to sell our UK asset manage-
                                                                ment firm Jupiter International Group. The trans-
      The operating profit for January to March 2007 came       action is to be completed by July, hence the company
      in at €908m, following €960m last year. When ad-          will probably no longer be consolidated from the
      justed for the net result from the sale of investments,   third quarter of 2007 onwards. This leaves primarily
      the operating profit was more than 50% higher as one      German Asset Management (cominvest), which we
      year ago, reflecting the high level of profitability in   have integrated in the Private and Business Cus-
      the first quarter of 2007.                                tomers segment. We will report on our international
                                                                asset management activities under the ”Others and
      After the deduction of taxes and the profits and          Consolidation” segment.
      losses attributable to minority interests, the remain-
      ing consolidated surplus is €609m, compared with          The composition of the segments and the segment
      €743m last year. Here too, however, the comparison        reporting principles are explained in detail on pages
      should be made with the adjusted figures; these           13 and 14 of this report.
      show that the consolidated surplus was 66% higher
      than last year.                                           Private and Business Customers:
                                                                the growth initiatives are taking hold
      With an average 656.5 million shares outstanding
      we posted earnings per share of €0.93 for the first       The Retail and Business Customers segment – includ-
      quarter of 2007. The figure last year for an average of   ing the private customer business of Eurohypo from
      656.2 million was €1.13.                                  the second quarter of 2006 onwards and German
                                                                Asset Management since January 2007 – is well on
      Consolidated total assets of €609bn                       track. The growth initiatives are starting to pay off:
                                                                within the past twelve months, we have gained a net
      As of March 31 this year the total assets of Commerz-     total of more than 150,000 new customers, cominvest
      bank Group stood at €609.4bn, virtually unchanged         has increased its assets under management by €5bn
      compared with the end of 2006. Equity capital grew        since March last year, and comdirect was able to post
      5.0% to €16.1bn. This came almost exclusively on the      a further increase on its record result in the first quar-
      back of the inclusion of the consolidated surplus for     ter of 2006.
      the first quarter. Despite further disposals of invest-
      ments, the revaluation reserve receded only slightly      All in all, net interest income rose by 10.8% to €319m.
      by 5.0%. Meanwhile, there was a modest rise in risk       However, the pro-forma comparison shows a decline
      assets of 1.5%. The core capital ratio rose from 6.7%     of 4.5%, resulting from a deliberate reduction of the
      at the end of 2006 to 6.9% and is thus at the upper       Eurohypo loan portfolio. Net commission income
                                                                     INTERIM   REPORT    AS   OF   MARCH   31,   2007   183




rose to €430m on the back of the lively securities        posted in the first quarter of 2006. Credit and cur-
business. Despite the capital expenditure in our          rency trading contributed to this, as did the equity
growth initiatives, there was only a slight rise in       derivatives business. Thanks to persistently strict
administrative expenses.                                  cost management, there was only a modest increase
                                                          in administration expenses.
The operating profit reached €145m, compared with
€137m (or €118m pro forma) a year earlier. Due to the     The operating profit came in at €174m, and thus did
higher average equity tied up, the operating return       not quite reach the record level of €188m posted in
on equity fell from 25.9% to 22.9%. However on a pro-     the first quarter of 2006. However, given that we
forma basis there was a clear improvement from last       noticeably reduced the average equity tied up by
year’s figure of 17.6%. The cost/income ratio fell        means of increased syndication activities, the ope-
somewhat from 71.9% (pro forma 73.5%) to 71.0%.           rating return on equity improved from 26.8% to
                                                          31.7%. The cost/income ratio rose from 55.7% but
Earnings continuing to improve                            still remained good at 57.9%.
in the Mittelstand segment
                                                          Commercial Real Estate:
There has thus far been little sign of the strong eco-    focus on commission-earning business
nomic momentum being reflected in rising demand
for credit in the domestic Mittelstand business.          In this segment it is scarcely possible to draw com-
However there has been a clear drop in provisioning       parisons using the figures reported. Only the pro-
due to the improvement in the quality of the portfolio.   forma comparison is meaningful, i.e. with Eurohypo
The 5.4% increase in net interest income was essen-       included fully in the first quarter of 2006: new busi-
tially attributable to BRE Bank expanding its business.   ness reached €11bn, thus matching the record level
There was a pleasing 17.6% rise in net commission         posted in the fourth quarter of 2006; at €211m, net
income. In Germany in particular we were able to im-      interest income remained at last year’s level. How-
prove sales of attractive investment and risk manage-     ever there was a strong increase in net commission
ment products. Administration expenses remained           income, which rose by 35.1% to €100m. The efforts by
at the same level as last year, as the higher capital     Eurohypo to make increasing use of capital-market
expenditure at BRE Bank was offset by efficiency          products such as syndication and securitization are
gains in corporate banking in Germany.                    paying off in this regard. Meanwhile, the Commerz
                                                          Grundbesitz Group was also able to increase signifi-
All in all, the operating profit rose by 75% compared     cantly the commission income. The higher adminis-
with the first quarter of 2006 to €266m. With a lower     tration expense is attributable to the international
level of average equity tied up, the operating return     expansion of Eurohypo.
on equity jumped from 18.5% last year to an excellent
35.9%. The cost/income ratio fell from an already         All in all, the operating profit increased by 18.0% in the
good level of 53.7% to 47.7%.                             pro-forma comparison to €164m. Due to the rise in
                                                          foreign loan volumes, there was an increase in the
Corporates & Markets continuing                           average equity tied up. The return on equity was there-
to pursue successful course                               fore only slightly higher year-on-year at 15.7%. With
                                                          40.8%, the cost/income ratio remained at a good level.
In our business with selected larger corporates and
multinationals we were able to improve margins in         Public Finance and Treasury: satisfactory performance
both the lending and deposits business. Our West          despite unfavourable interest-rate trend
European locations also contributed to the growth
in net interest income. Net commission income             In this segment too, it is only the pro-forma compari-
remained at the same level as last year, while the        son that offers sound information due to the signifi-
trading profit even exceeded the excellent result         cance of the Eurohypo business. Net interest income
184     INTERIM   REPORT   AS   OF   MARCH   31,   2007




      was nearly halved compared with last year, due to the      We recorded an operating profit of €82m in this seg-
      difficult interest-rate environment. However, thanks       ment in the first three months of this year. The inter-
      to active portfolio management in Public Finance the       national asset management units contributed around
      result on investments and securities portfolio made        €20m of this figure. The high result of €381m posted
      an encouragingly high contribution.                        in the first quarter of 2006 included the proceeds from
                                                                 the partial sale of our stake in Korea Exchange Bank.
      The operating profit reached €77m, 15.4% less than in
      the same quarter of 2006. With a slightly higher level     Well positioned for the future
      of equity tied up, the operating return on equity fell
      from 33% to 26.3%. The cost/income ratio rose from         All in all, the Commerzbank Group posted an ope-
      18% to a still excellent level of 24.1%.                   rating return on equity of 27.0% in the first quarter of
                                                                 2007 and a return on equity on the consolidated sur-
      International asset management units                       plus of 19.6%. The cost/income ratio came in at a
      now under ”Others and Consolidation”                       good level of 56.0%. We may not be able to make a
                                                                 projection for the entire year based on these achieve-
      The net interest income in this segment was bol-           ments, yet it strengthens our confidence in our ability
      stered by the lower refinancing costs as a result of the   to surpass our target returns for 2007. Our core busi-
      reduction in equity holdings, and posted a gain of         ness areas are in good shape, we have significantly
      €13m. Net commission income was on a par with last         strengthened our market position in Germany and we
      year. The result on investments and securities port-       certainly see potential for further growth. We expect
      folio of €113m was influenced by the proceeds from         business to be boosted by Germany’s continued
      the sale of our interests in Germanischer Lloyd and        strong economic growth as well as the positive mood
      Deutsche Börse.                                            on financial markets.



      Frankfurt am Main, May 2007
      The Board of Managing Directors
                                                                    INTERIM   REPORT   AS   OF   MARCH   31,   2007   185




Declaration of compliance with the International Financial Reporting Standards (IFRS)
– Accounting principles and consolidated companies –

Accounting principles                                     Consolidated companies
Our interim financial statements as of March 31, 2007,    On March 17, 2007, we signed an agreement to sell
were prepared in accordance with Art. 315a (1) of the     our subsidiaries Commerz Asset Management (UK)
German Commercial Code (HGB) and Regulation (EC)          plc, London, and Jupiter International Group plc,
No. 1606/2002 (IAS Regulation) of the European            London. Until the shares have finally been trans-
Parliament and of the Council of July 19, 2002,           ferred, we are reporting these companies’ assets and
together with other regulations for adopting certain      liabilities in compliance with IFRS 5 under ”Other
international accounting standards on the basis of        assets” or ”Other liabilities”. The individual amounts
the International Accounting Standards (IAS) and the      may be found in the respective Note.
International Financial Reporting Standards (IFRS),           The subsidiaries Skarbiec Asset Management
approved and published by the International               Holding SA, Warsaw, BRE Agent Transferowy Sp. z o.o.,
Accounting Standards Board (IASB).                        Warsaw, and SKARBIEC Towarzystwo Funduszy
    In preparing this interim report, we have in prin-    Inwestycyjnych SA, Warsaw, as well as the special-
ciple employed the same accounting policies as in         purpose entity Comas Strategy Fund Limited, Grand
our consolidated financial statements as of December      Cayman, were deconsolidated in January 2007.
31, 2006 (see page 112ff. of our 2006 annual report).         Commerz Grundbesitz Beteiligungsgesellschaft
    Sales margins from foreign exchange transactions      mbH & Co. KG, Frankfurt am Main, is newly consoli-
were previously reported in the income statement          dated as of January 1, 2007.
under ”Net result on trading”. From 2007 financial            This has no material effect on the consolidated
year onward, these will be reported under ”Net com-       financial statements.
mission income”, as is now the international norm.
We have adjusted the previous years’ figures accord-
ingly. In respect of the first quarter of 2006, the re-
classification amounts to €16m.

Adjustment to the provision for possible loan losses
in accordance with IAS 8
As of December 31, 2006, we effected a backdated
increase in the provision for possible loan losses in
accordance with IAS 8.42. Details may be found in
Note 2 to the consolidated financial statements as at
December 31, 2006. This adjustment also affects the
results for the first three quarters of 2006, which we
have adjusted in this report to make comparisons
easier.
186     INTERIM      REPORT   AS   OF   MARCH   31,   2007




      consolidated income statement

                                                                       1.1.–31.3.2007        1.1.–31.3.2006           Change
                                                             Notes               €m                    €m                in %
      Net interest income                                      (1)              1,045                  831               25.8
      Provision for possible loan losses                       (2)               –160                 –159                 0.6
      Net interest income after provisioning                                      885                  672               31.7
      Net commission income                                    (3)                847                  734               15.4
      Trading profit                                           (4)                301                  320               –5.9
      Net result on investments and
      securities portfolio (available for sale)                (5)                225                  445              –49.4
      Other result                                             (6)                 10                  –21                   ·
      Operating expenses                                       (7)              1,360                1,190               14.3
      Operating profit                                                            908                  960               –5.4
      Restructuring expenses                                                        –                     –                  ·
      Pre-tax profit                                                              908                  960               –5.4
      Taxes on income                                                             267                  183               45.9
      After-tax profit                                                            641                  777              –17.5
      Profit/loss attributable to minority interests                              –32                  –34               –5.9
      Consolidated surplus                                                        609                  743              –18.0




      Earnings per share                                               1.1.–31.3.2007        1.1.–31.3.2006           Change
                                                                                                                         in %
      Operating profit (€ m)                                                      908                  960               –5.4
      Consolidated surplus (€ m)                                                  609                  743              –18.0
      Average number of
      ordinary shares issued (units)                                      656,491,019          656,159,771                 0.1
      Operating profit per share (€)                                             1.38                  1.46              –5.5
      Basic earnings per share (€)                                               0.93                  1.13             –17.7


      The basic earnings per share, calculated in accordance            In the financial year as in the previous year, no con-
      with IAS 33, are based on the consolidated surplus.            version or option rights were outstanding. The diluted
      Minority interests are not taken into consideration.           earnings per share, therefore, correspond to the basic
                                                                     earnings per share.
                                                                     INTERIM   REPORT   AS    OF    MARCH   31,   2007       187




Consolidated income statement (quarter-on-quarter comparison)
                                            1st quarter   4 th quarter   3 rd quarter      2 nd quarter     1st quarter
€m                                                2007                              2006
Net interest income                              1,045            975          1,050               1,060            831
Provision for possible loan losses                –160            –79          –415                –225            –159
Net interest income after provisioning             885            896            635                835             672
Net commission income                              847            798            718                677             734
Trading profit                                     301            286            168                337             320
Net result on investments and
securities portfolio (available for sale)          225             50             91                184             445
Other result                                        10             –4             17                 –6             –21
Operating expenses                               1,360          1,395          1,292               1,327           1,190
Operating profit                                   908            631            337                700             960
Restructuring expenses                               –             39              –                214                  –
Pre-tax profit                                     908            592            337                486             960
Taxes on income                                    267            174             84                146             183
After-tax profit                                   641            418            253                340             777
Profit/loss attributable
to minority interests                              –32            –66            –36                –55             –34
Consolidated surplus                               609            352            217                285             743
188     INTERIM     REPORT      AS   OF   MARCH   31,   2007




      consolidated balance sheet

      Assets                                                              31.3.2007   31.12.2006   Change
                                                                Notes          €m           €m       in %
      Cash reserve                                                           2,720         5,967    –54.4
      Claims on banks                                           (9, 11)     73,352       75,271      –2.5
      Claims on customers                                      (10, 11)    295,537      294,471       0.4
      Provision for possible loan losses                          (12)      –7,227        –7,371     –2.0
      Positive fair values attributable to
      derivative hedging instruments                                         7,114         6,979      1.9
      Assets held for trading purposes                            (13)      89,101       85,527       4.2
      Investments and securities portfolio                        (14)     136,642      135,291       1.0
      Intangible assets                                           (15)       1,324         1,680    –21.2
      Fixed assets                                                (16)       1,356         1,388     –2.3
      Tax assets                                                             5,899         5,918     –0.3
      Other assets                                                (17)       3,598         3,218     11.8
      Total                                                                609,416      608,339       0.2




      Liabilities and equity                                              31.3.2007   31.12.2006   Change
                                                                Notes          €m           €m       in %
      Liabilities to banks                                        (18)     122,031      125,825      –3.0
      Liabilities to customers                                    (19)     142,587      141,214       1.0
      Securitized liabilities                                     (20)     228,715      228,753       0.0
      Negative fair values attributable to
      derivative hedging instruments                                        13,537       14,119      –4.1
      Liabilities from trading activities                         (21)      61,641       59,248       4.0
      Provisions                                                  (22)       3,304         3,346     –1.3
      Tax liabilities                                                        4,350         4,127      5.4
      Other liabilities                                           (23)       2,604         1,582     64.6
      Subordinated capital                                        (24)      11,017       11,274      –2.3
      Hybrid capital                                              (25)       3,552         3,540      0.3
      Equity of Commerzbank Group                                           16,078       15,311       5.0
        Subscribed capital                                                   1,708         1,705      0.2
        Capital reserve                                                      5,707         5,676      0.5
        Retained earnings                                                    5,165         5,166      0.0
        Revaluation reserve                                                  1,658         1,746     –5.0
        Valuation of cash flow hedges                                         –235         –381     –38.3
        Reserve from currency translation                                     –143         –143       0.0
        2006 consolidated profit *)                                            493          493       0.0
        Consolidated surplus 1.1.–31.3.2007                                    609             –        ·
       Total before minority interests                                      14,962       14,262       4.9
        Minority interests                                                   1,116         1,049      6.4
      Total                                                                609,416      608,339       0.2

      *) after allocation to retained earnings
                                                                                 INTERIM    REPORT    AS   OF       MARCH   31,   2007       189




statement of changes in equity

The changes in the Commerzbank Group’s equity were as follows during the first three months:

                          Sub-      Capital      Retained   Revalu-   Valuation Reserve    Consoli-     Total         Minority    Equity
                         scribed    reserve      earnings    ation     of cash    from      dated      before         interests
                         capital                            reserve     flow    currency    profit    minority
                                                                       hedges    trans-               interests
€m                                                                               lation
Equity as of
1.1.2006                  1,705          5,686     4,033     1,995     –1,069     –107       328       12,571            947      13,518
Consolidated profit                                                                          493          493                        493
Allocation to
retained earnings                                  1,104                                                1,104                      1,104
Profits/losses                                                                                              –            191         191
Changes in
revaluation reserve                                           –112                                         –112         –156       –268
Changes arising from
cash flow hedges                                                          682                              682              91      773
Changes in
currency reserve                                                                   –36                      –36                     –36
Comprehensive
income 2006                   –              –     1,104      –112        682      –36       493        2,131            126       2,257
Capital increases                                                                                           –             25          25
Issue of shares
to employees                  1             8                                                                   9                        9
Profits/losses in
previous year                                                                                                   –       –106       –106
Allocation to
retained earnings
(minority interests)                                                                                          –             32       32
Dividend                                                                                    –328           –328                    –328
Changes in companies
included in consolidation
and other changes*)          –1           –18         29      –137          6                              –121             25      –96
Equity as of
31.12.2006                1,705          5,676     5,166     1,746       –381     –143       493       14,262          1,049      15,311
Consolidated profit                                                                          609          609                        609
Allocation to
retained earnings                                                                                               –                     –
Profits/losses                                                                                                  –           32       32
Changes in
revaluation reserve                                            –88                                          –88          –23       –111
Changes arising from
cash flow hedges                                                          146                              146              24      170
Changes in
currency reserve                                                                     –                          –                        –
Comprehensive income
for the first quarter 2007    –              –         –       –88        146        –       609           667              33      700
Capital increases                                                                                            –              24       24
Issue of shares
to employees                                                                                                    –                        –
Profits/losses in
previous year                                                                                                   –       –149       –149
Allocation to
retained earnings
(minority interests)                                                                                            –           79       79
Dividend                                                                                                        –                     –
Changes in companies
included in consolidation
and other changes*)           3            31         –1                                                    33              80      113
Equity as of
31.3.2007                 1,708          5,707     5,165     1,658       –235     –143     1,102       14,962          1,116      16,078

*) including change in treasury shares
190     INTERIM   REPORT   AS   OF   MARCH    31,   2007




      cash flow statement

      €m                                                                                       2007               2006
      Cash and cash equivalents as of 1.1.                                                    5,967              8,628
      Net cash provided by operating activities                                              –2,272             36,719
      Net cash used by investing activities                                                    –765            –46,769
      Net cash provided by financing activities                                                –211              5,475
      Total cash flow                                                                        –3,248             –4,575
      Effects of exchange-rate changes                                                            1                –12
      Cash and cash equivalents as of 31.3.                                                   2,720              4,041


      The chart shows the cash flow within the Commerzbank      balances with central banks, as well as debt issued by
      Group. Cash and cash equivalents are represented by the   public-sector borrowers and bills of exchange discount-
      cash reserve item, which is made up of cash on hand,      able at central banks.




      Notes to the income statement
      (1) Net interest income


                                                                       1.1.-31.3.2007    1.1.-31.3.2006        Change
                                                                                 €m                €m             in %
      Interest income from lending and money-market transactions
      and also from available-for-sale securities portfolio                     5,294            2,699             96.1
      Dividends from securities                                                    14                 33          –57.6
      Current result on investments, investments in
      associated companies and holdings in subsidiaries                            32                 85          –62.4
      Current income from leasing and comparable assets                            49                 53           –7.5
      Interest income                                                           5,389            2,870             87.8
      Interest paid on subordinated and hybrid capital
      and also on securitized and other liabilities                             4,301            1,994                ·
      Current expenses from leasing and comparable assets                          43                 45           –4.4
      Interest expenses                                                         4,344            2,039                ·
      Total                                                                     1,045              831             25.8


      The interest margin, based on the average risk-weighted assets in the on-balance-sheet business according to BIS,
      was 2.19% (previous year period: 2.89%).
                                                                  INTERIM       REPORT   AS   OF   MARCH   31,   2007     191




(2) Provision for possible loan losses


                                                              1.1.-31.3.2007       1.1.-31.3.2006                Change
                                                                        €m                     €m                  in %
Allocation to provisions                                               –246                   –186                 32.3
Reversals of provisions                                                  96                        32                   ·
Balance of direct write-downs and
amounts received on written-down claims                                 –10                        –5                   ·
Total                                                                  –160                   –159                  0.6




(3) Net commission income


                                                              1.1.-31.3.2007       1.1.-31.3.2006                Change
                                                                        €m                     €m                  in %
Securities transactions                                                 337                    316                  6.6
Asset management                                                        203                    174                 16.7
Payment transactions and foreign commercial business                    117                    120                 –2.5
Real-estate business                                                     64                        23                   ·
Guarantees                                                               46                        42               9.5
Income from syndicated business                                          31                        28              10.7
Other net commission income                                              49                        31              58.1
Total                                                                   847                    734                 15.4


Net commission income includes €143m (previous year: €98m) of commissions paid.




(4) Trading profit


                                                              1.1.-31.3.2007       1.1.-31.3.2006                Change
                                                                        €m                     €m                  in %
Net result on trading                                                   299                    306                 –2.3
Net result on the valuation of
derivative financial instruments                                            8                  –19                      ·
Net result on hedge accounting                                          –18                         6                   ·
Net result from applying the fair value option                           12                        27             –55.6
Total                                                                   301                    320                 –5.9
192     INTERIM   REPORT   AS   OF   MARCH   31,   2007




                                                                           1.1.-31.3.2007   1.1.-31.3.2006   Change
                                                                                     €m               €m       in %
      Corporates & Markets                                                           268              254       5.5
        Equity                                                                       137              155     –11.6
        Fixed Income                                                                  87               70      24.3
        Foreign Exchange                                                              44               29      51.7
      Treasury                                                                       –10               24         ·
      Others                                                                          41               28      46.4
      Total                                                                          299              306      –2.3




      (5) Net result on investments and securities portfolio (available for sale)


                                                                           1.1.-31.3.2007   1.1.-31.3.2006   Change
                                                                                     €m               €m       in %
      Net result on available-for-sale securities                                    155               13         ·
      Net result on disposals and valuation of investments,
      investments in associated companies and
      holdings in subsidiaries                                                        70              432     –83.8
      Total                                                                          225              445     –49.4




      (6) Other result


                                                                           1.1.-31.3.2007   1.1.-31.3.2006   Change
                                                                                     €m               €m       in %
      Other income                                                                    79               57      38.6
      Other expenses                                                                  69               78     –11.5
      Total                                                                           10              –21         ·




      (7) Operating expenses


                                                                           1.1.-31.3.2007   1.1.-31.3.2006   Change
                                                                                     €m               €m       in %
      Personnel expenses                                                             815              734      11.0
      Other expenses                                                                 460              387      18.9
      Current depreciation on fixed assets
      and other intangible assets                                                     85               69      23.2
      Total                                                                         1,360           1,190      14.3
                                                                        INTERIM    REPORT   AS    OF   MARCH   31,   2007   193




(8) Segment reporting


Segment reporting reflects the results of the operational       In our segment reporting, we report on six segments:
business lines within the Commerzbank Group. It is
based on our internal management information, which is      •   ”Private and Business Customers” includes branch
compiled every month in accordance with IAS rules.              business with private individuals, professional and
   Starting from the beginning of 2007, we have slightly        business people, private banking, the activities of
modified the segment reporting for some items in the            comdirect bank, the retail banking of Eurohypo
income statement:                                               and the German Asset Management department
   From the first quarter of 2007, the Asset Management         (cominvest).
segment no longer appears separately in the segment
reports. This is due to the transfer of Real Estate Asset   •   ”Mittelstand” presents the results of corporate bank-
Management to the Commercial Real Estate segment                ing in Germany, the Central and Eastern European
and the sale of the UK asset management firm Jupiter,           region and Asia, as well as the Financial Institutions
which will probably be deconsolidated from the third            department.
quarter.
   Furthermore, in keeping with the accounting prac-        •   ”Corporates & Markets” comprises equity and bond-
tices of other major European banks, the income from FX         trading activities, trading in derivative instruments,
sales will in future be stated under commission income          interest-rate and currency management, as well as
and not under trading profits as was previously the case.       corporate finance. In addition, this segment is
   Finally, a stable share in the income from the global        responsible for business involving multinational
treasury activities of Commerzbank AG will be distrib-          companies. It also looks after the regions of Western
uted in future. Previously, only portions of the income         Europe, America and Africa.
from domestic treasury activities were allocated to other
segments. Furthermore, in keeping with the reporting        •   ”Commercial Real Estate” presents the results of
practice of Commerzbank, the non-volatile share in the          CommerzLeasing und Immobilien, CORECD, Commerz
income of Eurohypo treasury activities will also be allo-       Grundbesitzgesellschaft (CGG) and Eurohypo’s com-
cated to the respective segments. Income from foreign           mercial real-estate activities.
treasury activities will be shown under the corresponding
locations outside Germany.                                  •   ”Public Finance and Treasury” consists of Hypothe-
   The year-ago figures have been adjusted in line with         kenbank in Essen and Erste Europäische Pfandbrief-
the new form of presentation.                                   und Kommunalkreditbank in Luxemburg, Eurohypo’s
                                                                public finance business and the Group Treasury
                                                                department.
194       INTERIM   REPORT   AS   OF   MARCH   31,   2007




      •    ”Others and Consolidation” registers the income and           Income and expenses are shown such that they
           expenses which do not fall within the area of respon-      reflect the originating unit and appear at market prices,
           sibility of the operational business lines. Also in-       with the market interest rate applied in the case of
           cluded here are the income and expenses required           interest-rate instruments. Net interest income reflects
           to reconcile the internal accounting control variables     the actual funding costs of the equity participations,
           used in the segment reporting of the operational busi-     which are assigned to the respective segments accord-
           ness lines to the relevant external accounting data.       ing to their specific business orientation. The investment
           In addition, this segment covers equity participations     yield achieved by the Group on its equity is assigned
           which are not assigned to the operational business         to the net interest income of the various segments
           lines as well as the international asset management        such that it reflects the average amount of equity that
           activities (Jupiter International Group, Caisse Centrale   is tied up. The interest rate corresponds to that of a
           de Réescompte, Commerzbank Europe (Ireland) and            risk-free investment in the long-term capital market.
           CAM Asia Pacific).                                         The average amount of equity tied up is worked out
                                                                      using the BIS system, based on the established average
           The result generated by each individual segment is         amount of risk-weighted assets and the capital charges
   measured in terms of the operating profit and the pre-tax          for market risk positions (risk-weighted asset equiva-
   profit, as well as the return on equity and the cost/              lents). At Group level, investors’ capital is shown, which
   income ratio. Through the presentation of pre-tax profits,         is used to calculate the return on equity. The capital
   minority interests are included in both the result and the         backing for risk-weighted assets which we assume for
   average equity tied up. All the revenue for which a seg-           segment reporting purposes is 6%.
   ment is responsible is thus reflected in the pre-tax profit.          Direct and indirect expenditure form the operating
           The return on equity is calculated from the ratio          expenses which are shown in the operating profit. They
   between the operating profit (operating or pre-tax) and            consist of personnel costs, other expenses and depre-
   the average amount of equity that is tied up. It shows the         ciation of fixed assets and other intangible assets.
   return on the equity that is invested in a given segment.          Restructuring expenses appear below the operating
   The cost/income ratio in operating business reflects the           profit in the pre-tax profit. Operating expenses are
   cost efficiency of the various segments. It represents the         assigned to the individual segments on the basis of the
   quotient formed by operating expenses and income                   causation principle. The indirect expenses arising in con-
   before provisioning.                                               nection with internal services are charged to the benefi-
                                                                      ciary or credited to the segment performing the service.
                                                            INTERIM   REPORT     AS   OF   MARCH   31,   2007    195




1.1.–31.3.2007             Private   Mittel-   Corpo-    Commer-       Public          Others            Total
                            and      stand     rates &   cial Real    Finance           and
                          Business             Markets    Estate        and           Consoli-
€m                       Customers                                    Treasury         dation
Net interest income         319        333       101        211           68                13           1,045
Provision for
possible loan losses         –73       –30        –13       –39           –5                 0           –160
Net interest income
after provisioning          246        303        88        172           63                13            885
Net commission
income                      430        187        45        100           –6                91            847
Trading profit                1          21      289          17         –34                 7            301
Net result on
investments and
securities portfolio          2          24        7           0          79               113            225
Other result                  –1          1        2          15           1                –8             10
Revenue                     678        536       431        304          103               216           2,268
Operating expenses          533        270       257        140           26               134           1,360
Operating profit            145        266       174        164           77                82            908
Restructuring
expenses                       –          –         –          –           –                 –               –
Pre-tax profit              145        266       174        164           77                82            908


Average equity tied up     2,530     2,967      2,197      4,183       1,171               419       13,467
Operating return
on equity *) (%)            22.9       35.9      31.7       15.7        26.3                 ·            27.0
Cost/income ratio in
operating business (%)      71.0       47.7      57.9       40.8        24.1                 ·            56.0
Return on equity of
pre-tax profit *) (%)       22.9       35.9      31.7       15.7        26.3                 ·            27.0


Staff (average no.)       11,702     9,396      1,749      1,653         400           9,659         34,559


*) annualized
196     INTERIM       REPORT   AS   OF   MARCH   31,   2007




      1.1.–31.3.2006                       Private       Mittel-     Corpo-    Commer-      Public     Others     Total
                                            and          stand       rates &   cial Real   Finance      and
                                          Business                   Markets    Estate       and      Consoli-
  €m                                     Customers                                         Treasury    dation
      Net interest income                    288              316       93          50         85         –1       831
      Provision for
      possible loan losses                   –56              –80       –11         –4         –8          0      –159
      Net interest income
      after provisioning                     232              236       82          46         77         –1       672
      Net commission
      income                                 410              159       48          32         –4         89       734
      Trading profit                             1             21      282           0          8          8       320
      Net result on
      investments and
      securities portfolio                       1              5       18           0        –14        435       445
      Other result                           –12                0        8           5          0        –22       –21
      Revenue                                632              421      438          83         67        509      2,150
      Operating expenses                     495              269      250          34         14        128      1,190
      Operating profit                       137              152      188          49         53        381       960
      Restructuring
      expenses                                   –              –         –          –          –          –          –
      Pre-tax profit                         137              152      188          49         53        381       960


      Average equity tied up               2,114          3,292       2,801       534         973      2,477     12,191
      Operating return
      on equity *) (%)                      25.9              18.5     26.8       36.7       21.8           ·      31.5
      Cost/income ratio in
      operating business (%)                71.9              53.7     55.7       39.1       18.7           ·      51.5
      Return on equity of
      pre-tax profit *) (%)                 25.9              18.5     26.8       36.7       21.8           ·      31.5


      Staff (average no.)                 11,245          8,982       1,330      1,172        213      8,807     31,749


      *) annualized
                                                   INTERIM     REPORT    AS   OF   MARCH   31,   2007     197




Notes to the balance sheet
(9) Claims on banks


                                                   31.3.2007            31.12.2006               Change
                                                        €m                      €m                 in %
due on demand                                        18,368                   16,186               13.5
other claims                                         54,984                   59,085               –6.9
with a remaining lifetime of
  less than three months                             21,733                   27,070              –19.7
  more than three months, but less than one year     11,245                    8,525               31.9
  more than one year, but less than five years       13,917                   15,061               –7.6
  more than five years                                8,089                    8,429               –4.0
Total                                                73,352                   75,271               –2.5
of which: reverse repos and cash collaterals         30,767                   32,944               –6.6




(10) Claims on customers


                                                   31.3.2007            31.12.2006               Change
                                                        €m                      €m                 in %
with indefinite remaining lifetime                   22,964                   19,881               15.5
other claims                                        272,573               274,590                  –0.7
with a remaining lifetime of
  less than three months                             42,546                   44,723               –4.9
  more than three months, but less than one year     35,964                   30,658               17.3
  more than one year, but less than five years       96,514                   99,635               –3.1
  more than five years                               97,549                   99,574               –2.0
Total                                               295,537               294,471                   0.4
of which: reverse repos and cash collaterals         15,700                    9,967               57.5
198     INTERIM     REPORT   AS   OF   MARCH   31,   2007




      (11) Total lending


                                                                              31.3.2007        31.12.2006          Change
                                                                                   €m                 €m              in %
      Loans to banks                                                             30,744            29,808               3.1
      Loans to customers                                                       284,574            286,664              –0.7
      Total                                                                    315,318            316,472              –0.4


      We distinguish loans from claims on banks and cus-          transactions and repo transactions, for example, are not
      tomers such that only those claims are shown as loans       shown as loans. Acceptance credits are also included in
      for which special loan agreements have been concluded       loans to customers.
      with the borrowers. Therefore, interbank money-market




      (12) Provision for possible loan losses


      Development of provisioning                                                 2007               2006          Change
                                                                                   €m                 €m              in %
      As of 1.1.                                                                  7,918             5,650             40.1
      Allocations                                                                   246               186             32.3
      Deductions                                                                    391               113                 ·
         Utilized                                                                   295                81                 ·
         Reversals                                                                   96                32                 ·
      Changes in companies included in consolidation                                    –           2,415                 ·
      Exchange-rate changes/transfers                                                   6              –6                 ·
      As of 31.3.                                                                 7,779             8,132              –4.3


      With direct write-downs and income received on previously written-down claims taken into account, the allocations
      and reversals reflected in the income statement gave rise to a provision of €160m (previous year: €159m); see Note 2.



      Level of provisioning                                                   31.3.2007        31.12.2006          Change
                                                                                   €m                 €m              in %
      Specific valuation allowances                                               6,572             6,710              –2.1
      Portfolio valuation allowances                                                655               661              –0.9
      Provision to cover balance-sheet items                                      7,227             7,371              –2.0
      Provisions in lending business                                                552               547               0.9
      Total                                                                       7,779             7,918              –1.8
                                                                 INTERIM     REPORT    AS   OF   MARCH   31,   2007     199




(13) Assets held for trading purposes


                                                                 31.3.2007            31.12.2006               Change
                                                                      €m                      €m                 in %
Bonds, notes and other interest-rate-related securities            23,220                   23,551               –1.4
Shares and other equity-related securities                         10,394                    7,787               33.5
Promissory notes held for trading purposes                          1,577                    1,800              –12.4
Positive fair values attributable to
derivative financial instruments                                   53,910                   52,389                2.9
Total                                                              89,101                   85,527                4.2




(14) Investments and securities portfolio (available-for-sale)


                                                                 31.3.2007            31.12.2006               Change
                                                                      €m                      €m                 in %
Bonds, notes and other interest-rate-related securities           131,836               130,603                   0.9
Shares and other equity-related securities                          2,419                    2,407                0.5
Investments                                                         1,946                    1,850                5.2
Investments in associated companies                                   305                     298                 2.3
Holdings in subsidiaries                                              136                     133                 2.3
Total                                                             136,642               135,291                   1.0




(15) Intangible assets


                                                                 31.3.2007            31.12.2006               Change
                                                                      €m                      €m                 in %
Goodwill                                                              954                    1,287              –25.9
Other intangible assets                                               370                     393                –5.9
Total                                                               1,324                    1,680              –21.2
200     INTERIM   REPORT     AS   OF   MARCH   31,   2007




      (16) Fixed assets


                                                            31.3.2007   31.12.2006   Change
                                                                 €m           €m       in %
      Land and buildings                                         830          836      –0.7
      Office furniture and equipment                             526          552      –4.7
      Total                                                    1,356         1,388     –2.3




      (17) Other assets


                                                            31.3.2007   31.12.2006   Change
                                                                 €m           €m       in %
      Collection items                                           166          758     –78.1
      Precious metals                                            923         1,013     –8.9
      Leased equipment                                           261          259       0.8
      Assets held for sale                                     1,052          160         ·
      Assets held as financial investments                       244          289     –15.6
      Sundry assets, including deferred items                    952          739      28.8
      Total                                                    3,598         3,218     11.8




      (18) Liabilities to banks


                                                            31.3.2007   31.12.2006   Change
                                                                 €m           €m       in %
      due on demand                                           21,343       14,195      50.4
      with remaining lifetime of                             100,688      111,630      –9.8
         less than three months                               55,671       73,027     –23.8
         more than three months, but less than one year       19,928       12,564      58.6
         more than one year, but less than five years         11,032       10,861       1.6
         more than five years                                 14,057       15,178      –7.4
      Total                                                  122,031      125,825      –3.0
      of which: repos and cash collaterals                    38,973       40,503      –3.8
                                                         INTERIM       REPORT    AS   OF   MARCH   31,   2007     201




(19) Liabilities to customers


                                                         31.3.2007              31.12.2006               Change
                                                              €m                        €m                 in %
Savings deposits                                           10,621                     10,933               –2.9
with agreed period of notice of
   three months                                             9,900                     10,181               –2.8
   more than three months                                     721                       752                –4.1
Other liabilities to customers                            131,966                 130,281                   1.3
   due on demand                                           51,610                     49,145                5.0
   with agreed remaining lifetime of                       80,356                     81,136               –1.0
        less than three months                             33,030                     34,973               –5.6
        more than three months, but less than one year      6,914                      5,105               35.4
        more than one year, but less than five years       14,474                     14,860               –2.6
        more than five years                               25,938                     26,198               –1.0
Total                                                     142,587                 141,214                   1.0
of which: repos and cash collaterals                        9,587                     10,783              –11.1




(20) Securitized liabilities


                                                         31.3.2007              31.12.2006               Change
                                                              €m                        €m                 in %
Bonds and notes issued                                    201,805                 209,778                  –3.8
of which: mortgage Pfandbriefe                             31,705                     33,251               –4.6
            public-sector Pfandbriefe                     122,426                 124,913                  –2.0
Money-market instruments issued                            26,903                     18,966               41.8
Own acceptances and promissory notes outstanding                   7                        9             –22.2
Total                                                     228,715                 228,753                   0.0




Remaining lifetimes                                      31.3.2007              31.12.2006               Change
of securitized liabilities                                    €m                        €m                 in %
due on demand                                                 175                          61                   ·
with agreed remaining lifetime of                         228,540                 228,692                  –0.1
   less than three months                                  21,912                     25,358              –13.6
   more than three months, but less than one year          51,341                     47,067                9.1
   more than one year, but less than five years           123,988                 120,773                   2.7
   more than five years                                    31,299                     35,494              –11.8
Total                                                     228,715                 228,753                   0.0
202     INTERIM    REPORT      AS   OF   MARCH   31,   2007




      (21) Liabilities from trading activities


                                                                                31.3.2007        31.12.2006           Change
                                                                                     €m                 €m               in %
      Currency-related transactions                                                 3,005              3,921            –23.4
      Interest-rate-related transactions                                           44,704            43,515                2.7
      Delivery commitments arising from short sales of securities                   5,480              3,937             39.2
      Sundry transactions                                                           8,452              7,875               7.3
      Total                                                                        61,641            59,248                4.0




      (22) Provisions


                                                                                31.3.2007        31.12.2006           Change
                                                                                     €m                 €m               in %
      Provisions for pensions and similar commitments                                 609               612              –0.5
      Other provisions                                                              2,695              2,734             –1.4
      Total                                                                         3,304              3,346             –1.3




      (23) Other liabilities


      Other liabilities of €2,604m include obligations arising from still outstanding invoices, deductions from salaries to be
      passed on and deferred liabilities. In addition, liabilities in an amount of €285m were included in this position, which
      stand in relation to assets yet to be disposed of.




      (24) Subordinated capital


                                                                                31.3.2007        31.12.2006           Change
                                                                                     €m                 €m               in %
      Subordinated liabilities                                                      9,226              9,240             –0.2
      Profit-sharing rights outstanding                                             1,354              1,616            –16.2
      Deferred interest, including discounts                                          348               233              49.4
      Valuation effects                                                                89               185             –51.9
      Total                                                                        11,017            11,274              –2.3
                                                                           INTERIM     REPORT    AS   OF   MARCH    31,    2007    203




(25) Hybrid capital


                                                                           31.3.2007            31.12.2006                Change
                                                                                €m                      €m                  in %
Hybrid capital                                                                3,376                    3,389                 –0.4
Deferred interest, including discounts                                          158                     132                  19.7
Valuation effects                                                                18                        19                –5.3
Total                                                                         3,552                    3,540                  0.3




Other notes
(26) Risk-weighted assets and capital ratios as defined by the Basel capital accord (BIS)


                                                                           31.3.2007            31.12.2006                Change
                                                                                €m                      €m                  in %
Core capital                                                                 16,117                   15,497                  4.0
Supplementary capital                                                         9,740                   10,224                 –4.7
Liable equity capital                                                        25,857                   25,721                  0.5
Tier III capital                                                                 79                        77                 2.6
Eligible own funds                                                           25,936                   25,798                  0.5




as of 31.3.2007                                                    Capital charges in %                                    Total
€m                                               100         50       25         20          10                 4
Balance-sheet business                       155,498      18,958       –     17,417             –               –     191,873
Traditional off-balance-sheet business          4,707     26,219     129        997         483             67            32,602
Derivatives business
in investment portfolio                               –    2,114       –      4,039             –               –          6,153
Risk-weighted assets, total                  160,205      47,291     129     22,453         483             67        230,628


Risk-weighted market-risk position
multiplied by 12.5                                                                                                         4,250
Total items to be risk-weighted                                                                                       234,878
Eligible own funds                                                                                                        25,936
Core capital ratio (excluding market-risk position)                                                                          7.0
Core capital ratio (including market-risk position)                                                                          6.9
Own funds ratio (including market-risk position)                                                                            11.0
204     INTERIM   REPORT       AS   OF   MARCH   31,   2007




      as of 31.12.2006                                                         Capital charges in %                        Total
      €m                                                       100       50       25         20        10            4
      Balance-sheet business                             154,690      19,031       –     16,561         –            –   190,282
      Traditional off-balance-sheet business                  4,294   25,570     133        742       444        71       31,254
      Derivatives business
      in investment portfolio                                     –    2,117       –      3,953         –            –     6,070
      Risk-weighted assets, total                        158,984      46,718     133     21,256       444        71      227,606


      Risk-weighted market-risk position
      multiplied by 12.5                                                                                                   3,875
      Total items to be risk-weighted                                                                                    231,481
      Eligible own funds                                                                                                  25,798
      Core capital ratio (excluding market-risk position)                                                                    6.8
      Core capital ratio (including market-risk position)                                                                    6.7
      Own funds ratio (including market-risk position)                                                                      11.1




      (27) Contingent liabilities and irrevocable lending commitments


                                                                                       31.3.2007       31.12.2006         Change
                                                                                            €m                €m            in %
      Contingent liabilities                                                             29,870             29,453            1.4
         from rediscounted bills of exchange credited to borrowers                           10                 4                  ·
         from guarantees and indemnity agreements                                        29,585             29,110            1.6
         Other commitments                                                                  275               339           –18.9
      Irrevocable lending commitments                                                    59,728             49,080           21.7


      Provisioning for contingent liabilities and irrevocable lending commitments has been deducted from the respective
      items.
                                                                           INTERIM   REPORT   AS   OF   MARCH    31,   2007     205




(28) Derivative transactions


Derivative transactions (investment and trading books) involved the following nominal amounts and fair values:


31.3.2007                                      Nominal amount, by remaining lifetime                       Fair values
                                        less than     more than          more         Total         positive       negative
                                        one year     one year, but     than five
€m                                                  under five years     years
Foreign currency-based
forward transactions                     240,586        118,881          70,386       429,853            3,845          3,664
Interest-based forward transactions     1,827,781     1,910,412        1,758,814     5,497,007          50,213         57,567
Other forward transactions               156,592        201,888          28,702       387,182            6,966          8,467
Total                                   2,224,959     2,231,181        1,857,902     6,314,042          61,024         69,698
of which:
traded on a stock exchange               163,922         71,516           6,327




31.12.2006                                     Nominal amount, by remaining lifetime                       Fair values
                                        less than     more than          more         Total         positive       negative
                                        one year     one year, but     than five
€m                                                  under five years     years
Foreign currency-based
forward transactions                     214,788        116,547          73,929       405,264            4,419          4,567
Interest-based forward transactions     1,859,543     1,866,404        1,685,628     5,411,575          48,238         56,973
Other forward transactions               148,458        192,217          21,917       362,592            6,711          7,890
Total                                   2,222,789     2,175,168        1,781,474     6,179,431          59,368         69,430
of which:
traded on a stock exchange               142,984         62,513           7,748




(29) Market risk arising from trading activities


The market risk arising from trading activities shows the     For calculating and managing market risk, historical
values-at-risk in accordance with Principle I (99% confi-     simulation is used as the value-at-risk model. For a
dence interval, 10-day holding period) of the Commerz-        detailed description of our methods, please consult the
bank Group and also of its individual business lines, cal-    notes on pages 179 f. of our 2006 annual report.
culated using Commerzbank’s internal market-risk model.


Portfolio                                                                                     31.3.2007          31.12.2006
                                                                                                   €m                    €m
Commerzbank Group                                                                                  35.3                  30.0
  Corporates & Markets                                                                             24.1                  22.6
  Treasury                                                                                          8.1                  12.2
206     INTERIM     REPORT      AS   OF   MARCH   31,   2007




      (30) Fair value of financial instruments


                                                          Fair value                       Book value                  Difference
      € bn                                        31.3.2007     31.12.2006        31.3.2007      31.12.2006       31.3.2007      31.12.2006
      Assets
      Cash reserve                                        2.7            6.0               2.7            6.0             –                 –
      Claims on banks                                    73.3           75.2           73.4              75.3          –0.1             –0.1
      Claims on customers                               294.5          294.0          295.5             294.5          –1.0             –0.5
      Hedging instruments                                 7.1            7.0               7.1            7.0             –                 –
      Assets held for
      trading purposes                                   89.1           85.5           89.1              85.5             –                 –
      Investments and
      securities portfolio                              136.6          135.3          136.6             135.3             –                 –
      Liabilities
      Liabilities to banks                              121.8          125.7          122.0             125.8          –0.2             –0.1
      Liabilities to customers                          142.2          140.9          142.6             141.2          –0.4             –0.3
      Securitized liabilities                           228.6          228.8          228.7             228.8          –0.1                0.0
      Hedging instruments                                13.5           14.1           13.5              14.1             –                 –
      Liabilities from
      trading activities                                 61.6           59.2           61.6              59.2             –                 –
      Subordinated and hybrid capital                    14.6           14.8           14.6              14.8           0.0                0.0


      In net terms, the difference between the book value and fair value amounted for all items to €–0.4bn as of March 31,
      2007 (31.12.2006: €–0.2bn).




      (31) Treasury shares


                                                                        Number of shares*)         Accounting par             Percentage
                                                                                in units            value in €1,000      of share capital
      Portfolio on 31.3.2007                                                    367,198                     955                  0.06
      Largest total acquired during the financial year                         4,950,540                 12,871                  0.75
      Total shares pledged by customers
      as collateral on 31.3.2007                                               2,941,030                  7,647                  0.45
      Shares acquired during the financial year                            31,936,220                    83,034                     –
      Shares disposed of during the financial year                         33,151,748                    86,195                     –

      *) accounting par value per share: €2.60
                                                                      INTERIM    REPORT   AS   OF   MARCH   31,   2007   207




Boards of Commerzbank Aktiengesellschaft
Supervisory Board                                                               Board of Managing Directors

Dr. h.c. Martin Kohlhaussen          Sonja Kasischke*)                          Klaus-Peter Müller
Chairman                                                                        Chairman
                                     Wolfgang Kirsch*)
Uwe Tschäge*     )
                                                                                Martin Blessing
Deputy Chairman                      Werner Malkhoff*)
                                                                                Wolfgang Hartmann
Hans-Hermann Altenschmidt*)          Prof. h.c. (CHN) Dr. rer. oec.
                                     Ulrich Middelmann                          Dr. Achim Kassow
Dott. Sergio Balbinot
                                     Klaus Müller-Gebel                         Bernd Knobloch
Herbert Bludau-Hoffmann*)
                                     Dr. Sabine Reiner*)                        Klaus M. Patig
Astrid Evers*)                                                                  (until January 31, 2007)
                                     Dr. Erhard Schipporeit
Uwe Foullong*)                       (until January 31, 2007)                   Michael Reuther

Daniel Hampel*)                      Prof. Dr. Jürgen F. Strube                 Dr. Eric Strutz

Dr.-Ing. Otto Happel                 Dr. Klaus Sturany                          Nicholas Teller

Dr. jur. Heiner Hasford              Dr.-Ing. E.h. Heinrich Weiss




Honorary Chairman
of the Supervisory Board
Dr. Walter Seipp




*) elected by the Bank’s employees
Commerzbank AG                                            Investor Relations
Head office                                               Jürgen Ackermann · Wennemar von Bodelschwingh ·
Kaiserplatz                                               Sandra Büschken · Ute Heiserer-Jäckel · Simone Nuxoll
Frankfurt am Main                                         Telephone (+49 69) 136-2 22 55 · Fax (+49 69) 136-2 94 92
Postal address: 60261 Frankfurt                           e-mail: ir@commerzbank.com
Telephone (+49 69) 136-20 · Fax (+49 69) 28 53 89
e-mail: info@commerzbank.com                              Legal domicile of the bank: Frankfurt am Main (HRB 32000)
Internet: www.commerzbank.com                             Nationwide network of branches in Germany




Major group companies and holdings


In Germany
comdirect bank AG, Quickborn
cominvest Asset Management GmbH, Frankfurt am Main
Commerz Grundbesitzgesellschaft mbH, Wiesbaden
Eurohypo AG, Eschborn
CommerzLeasing und Immobilien AG, Düsseldorf
Hypothekenbank in Essen AG, Essen
CBG Commerz Beteiligungsgesellschaft Holding mbH, Bad Homburg v.d.H.
Commerz Business Consulting GmbH, Frankfurt am Main
Deutsche Schiffsbank AG, Bremen/Hamburg
Abroad
BRE Bank SA, Warsaw
Caisse Centrale de Réescompte, S.A., Paris
cominvest Asset Management S.A., Luxembourg
Commerzbank Capital Markets Corporation, New York
Commerzbank (Eurasija) SAO, Moscow
Commerzbank Europe (Ireland), Dublin
Commerzbank International S.A., Luxembourg
Commerzbank (South East Asia) Ltd., Singapore
Commerzbank (Switzerland) Ltd, Zurich/Geneva
Commerzbank Zrt., Budapest
Commerz (East Asia) Ltd., Hong Kong
Erste Europäische Pfandbrief- und Kommunalkreditbank AG, Luxembourg
P. T. Bank Finconesia, Jakarta




Foreign branches                                          Representative offices
Amsterdam · Atlanta (agency) · Barcelona · Bratislava ·   Almaty · Bahrain · Bangkok · Beijing · Beirut · Belgrade ·
Brno (office) · Brussels · Chicago · Grand Cayman ·       Brussels · Bucharest · Buenos Aires · Cairo · Caracas ·
Hong Kong · Johannesburg · London · Los Angeles ·         Ho Chi Minh City · Istanbul · Jakarta · Kiev · Mexico City ·
Madrid · Milan · New York · Paris · Prague · Shanghai ·   Minsk · Moscow · Mumbai · Novosibirsk · São Paulo ·
Singapore · Tokyo                                         Seoul · Taipei · Tashkent · Tehran · Zagreb
                                                                 INTERIM   REPORT   AS   OF   MARCH   31,   2007   209




‡ disclaimer ‡ Reservation regarding forward-looking statements

This interim report contains forward-looking statements on Commerzbank’s business and earnings per-
formance, which are based upon our current plans, estimates, forecasts and expectations. The state-
ments entail risks and uncertainties, as there are a variety of factors which influence our business and
to a great extent lie beyond our sphere of influence. Above all, these include the economic situation, the
state of the financial markets worldwide and possible loan losses. Actual results and developments
may, therefore, diverge considerably from our current assumptions, which, for this reason, are valid only
at the time of publication. We undertake no obligation to revise our forward-looking statements in the
light of either new information or unexpected events.
Frankfurt am Main, 29 May, 2007



                                               COMMERZBANK
                                                Aktiengesellschaft




                                        _____________     ______________

                                        by: Kürschner     by: Jung




                                  210

				
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