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(1)

THE NEW COMMERZBANK

(2)

Our "Roadmap 2012"

Severe financial and economic crisis and integration of Dresdner Bank

Our

response

Strategic three-point program entitled "Roadmap 2012"

Our

objective

"Hausbank" for private and corporate customers in Germany

Our

strategy

We will focus:

Create a "client-centric bank" with profitable core business areas

We will optimize:

Scale down our credit business secured by mortgages

We will downsize: Maximize value through active management of downsize-portfolios

The challenge

we face

(3)

Key features of SoFFin II

Cornerstones of SoFFin II

Equity injection of €10bn, thereof

€1.8 bn as shares

€8.2 bn as silent participation (conditions following SoFFin I) Condition for silent participation:

German Government has to hold 25% + one share in new Commerzbank

Commitments

Sale of Eurohypo AG within about 5 years

Sale of other subsidiaries:

Bankhaus Reuschel & Co. KG, Privatinvest Bank AG, Kleinwort Benson Private Bank Ltd., Dresdner Van Moer Courtens

S.A., Dresdner VPV N.V., Allianz Dresdner Bauspar AG

Reduction of group balance sheet total from currently €1,045 bn to approx. €900 bn by 2012 and following sale of

Eurohypo to approx. €600 bn

Acquisition ban until end of April 2012

(Non-) price leadership commitment

** SEB, KBC, SG, BNP, Deutsche Bank, Postbank, SCH, BBVA, Lloyds, Erste, Intesa, Unicredit

* As of end-March; following Financial Market Stabilization Fund (SoFFin) II and silent participation of Allianz

(4)

Overview of our new strategy

FOCUS

OPTIMIZATION

DOWNSIZING

Creation of a "client-centric bank" with profitable core business areas

(Private Customers, Mittelstandsbank and CEE)

Ability to generate stable earnings by focussing on core business

Quick integration of Dresdner Bank and cost leadership

Substantial downsizing of investment banking and enhanced client-orientation

Concentrate on client-oriented services

Provide German-focused investment banking products and services with European footprint

Redimensioning our asset-based credit business

(Real Estate and Public Finance)

Realign market leader Eurohypo

Retain healthy core business of CRE

Continue pursuit of downsizing strategy in public finance

Value maximization by active management of downsize-portfolios

Ring-fence structured credit products, exotic credit and "credit flow" (proprietary credit trading)

Actively manage portfolios in the Portfolio Restructuring Unit (PRU)

(5)

Our new structure

* Indicative derivation on the basis of a model for future capital management; calculation of group RoE on the basis of the sum of segment capital (not on the basis of shareholders' capital) ** Composition of PRU as of 31.12.2008

FOCUS OPTIMIZATION DOWNSIZING

Mittelstands-bank Private Customers Corporates & Markets

CEE Other and consolidation

Structured credit products**

Exotic credit

"Credit Flow" (proprietary credit trading)

The new Commerzbank

Real Estate and Public Finance 126 -1 95 N/A 52 102 82 43 CIR in % 337 30 100 21 21 58 34 73 RWA in € bn -20 -255 -10 36 19 -38 29 21

Pre tax RoE* in % -5,444 -5,910 -909 709 323 -1,591 810 1,124 Op. profit in € m

Total

2008

(6)

Further expansion of customer franchise, especially in business with smaller corporate clients

Improvement of risk/return profile among mid-sized SMEs Expansion of cross-border business (in- and outbound) – withdrawal from local foreign business

Financial institutions: leading provider for cash and trade services in Germany and one of the top 3 providers in Europe

Mittelstandsbank:

Outlook within our Roadmap 2012… increasing profitability

Goal for 2012

Initial situation in 2008

Strong year in 2008 with results of around €1,124 m

Combined bank with largest SME portfolio in Germany and market shares, depending on customer segment of 6 - 20%

Financial institutions: holistic support for banks worldwide, specialist for challenging markets due to dense network of representations 43 CIR (in %) 73 RWA (in € bn) 21 Pre tax RoE* (in %)

1,124 Operating profit (in € m)

Pro-forma figures 2008

CIR (in %) RWA (in € bn) Pre tax RoE* (in %)

>1,500 Operating profit (in € m)

Goal for 2012

(7)

Mittelstandsbank

Business

clients/

freelancer

ƒ< €2.5 m

annual turnover

ƒOwn CRM by

Private

Customer

segment

ƒIndependent

branch structure

MNCs and

Institu-tionals

clients

ƒDefined

multinational

corporates

mainly of

DAX- and

MDAX

ƒCRM by IB

with separate

model

Private

Customers

Small corp.

ƒWin new customer to increase market share ƒOffering full product range ƒSole advisor

Corporates &

Markets

Clear corporate customer segmentation based on size

and product affinity

Mid-sized corp.

ƒIncrease of wallet share

ƒFull product range., incl. FE* ƒBeing a strategic partner

Large corp.

ƒDevelop cross selling ƒProduct range also incl. IB ƒBeing a strategic partner and product manager ƒGlobal players ƒSmall and

mid-sized banks in advanced markets ƒBanks in emerging markets

ƒNo. 1 provider for Cash- and Trade Services for banks in Germany and No. 3 in Europe ƒLeading partner

for banks in the Eurozone

Corporate Clients

Institutions

Financial

ƒInbound and outbound business with international corporate clients ƒGenerating additional revenues via identified market potentials ƒSelective implementation of our Large Corp business model ƒBeing with 15 locations in all important markets

International

Corporate Clients

Increasing degree of product-complexity Standardized Solutions Individual Solutions

ƒEnlargement of market shares driven by Dresdner acquisition

ƒClear focus on regional support as well as a branch-oriented approach

ƒWide range of products, differentiated by customer needs

(8)

~4% ~6% ~11% ~18-20% ~7% ~12% Customer

relationships Market share

(gross income) CoBa (old) CoBa (new)

SMEs

(Turnover of €2.5-12.5m)

Mid-sized SMEs

(Turnover of €12.5-250m)

Large corporate clients

(Turnover of >€250m)

Expansion of customer

relation-ships to increase the market

share in this diversified segment

Selective expansion of customer

relationships and increase in share

of wallet

Already very high customer

penetration; increase in share

of wallet

Mittelstandsbank:

First choice for small and mid-sized SMEs

CoBa (old) CoBa (new) CoBa (old) CoBa (new)

CoBa new Double clients DreBa old CoBa old CoBa new Double clients DreBa old CoBa old CoBa new Double clients DreBa old CoBa old 55% 51% -6% 100% 76% 100% 43% -19% -48% 100% 78% 70%

(9)

Local sales unit

Sales unit for large corporates Commerzbank NEW

ƒ

Expansion of branch network

Æ

No. of regional distribution units

grow from 85 to 106

Æ

additionally 44 local sales units

ƒ

Large corporates serviced by 7 sales units

(before 5)

Regional distribution unit Commerzbank NEW Regional distribution unit Commerzbank OLD

Expansion of branch network to optimise client coverage

Domestic branch network

Sales unit for large corporates Commerzbank OLD

Densest branch network of all

commercial banks in Germany

Setting an international focus

ƒ

Coverage of important markets in Western

Europe (9 locations) and Asia (6 locations)

ƒ

Restructuring of local business

Reliable partner for all international

business with Germany

(10)

Risk provisioning a main challenge in 2009

Corporates

Financial Institutions

Given restructuring competence

in the group

Regular liquidity controlling and

continuous portfolio reduction

9

9

Overall strongest economic downturn since

the Great Depression, deep recession

expected combined with a slow recovery in

the second half (earliest)

In particular Germany with its dependency on

foreign trade is affected

Strong increasing corporate insolvencies with

the need to restructure single deals

The loan book on the Mittelstandsbank is well

diversified with only few identified bulk risks*

GE

RMANY

INTERNATIONAL

Expected further charges in the banks´

balance sheets driven by the worldwide

economic downturn

Consequences due to decreasing country

ratings reflecting the deterioration of countries

especially in Central and Eastern Europe

Efforts to strengthen the collateral basis with

single names

Consistent de-risking and reducing of the

portfolio

Concentration on relevant relationship

partners needed to support our customers´

business

(11)

Key Performance Indicators of Mittelstandsbank

Growth

Step-up of revenues

Profitability

Boost value adding loan business

Risk

Increase quality of risk-volume

1.

2.

3.

Æ

Æ

Æ

Emphasize on commission generating products with low equity allocation,

increase cross selling

Growth in the segment of smaller corporates

Stronger focus on risk-adjusted pricing

Positioning for further growth with higher risk-adjusted margins

Increase part of strong value adding products (ICLM, CMIB)

Force collateralization to decrease risk weighted assets

Reduce existing bulk risks

(12)

One bank with one brand for branch bank, combined customer base and product offering

No. 1 retail bank in Germany with closest customer proximity

No. 1 wealth manager in Germany with growing business especially with entrepreneurs

No. 2 in direct banking with strengthened position by expanded range of services

Top 3 in retail credit with lean production factory Improved cost efficiency due to platform synergies

Private Customers:

Market leader in Germany

Goal for 2012

Initial situation in 2008

In 2008 combined profit of over €800m Two brands for branch bank

Separated customer bases of combined more than 11m customers

Two separated branch networks with more than 1.500 locations Different product offerings, systems and processes

82 CIR (in %)

34 RWA (in € bn)

29 Pre tax RoE* (in %)

810 Operating profit (in € m)

Pro-forma figures 2008

CIR (in %) RWA (in € bn)

>30 Pre tax RoE* (in %)

Operating profit (in € m)

Goal for 2012

(13)

Private Customers:

Quantum step in market presence

Branch network: Close to our customers

Number of branches

More than 11 m private customers in Germany

Customers (in m)

Top 3 position in credit business

Credit volumes (in € bn)

Market leader in investment business

Customer assets (in € bn)

* German customer base, total global customer base: 14,6m ** Estimate *** Excluding retail portfolio Eurohypo

1,540

HVB

Postbank

Deutsche Bank

New Commerzbank

Target: ~ 1,200 branches

HVB**

Postbank Retail

Deutsche Bank

New Commerzbank

ING Diba

HVB

Postbank

ING Diba

New Commerzbank

Deutsche Bank*

~

HVB

Postbank

Deutsche Bank

New Commerzbank***

ING Diba

14.1

>11

~10

6.7

4.3

986

855

846

91

77

66

45

44

230

214

97

91

75

(14)

Deposits grew by more than 26 billion euros y-o-y

Number of retail clients

in `000

10.620 10.805 11.028 11.209 11.292 3.291 2.701 2.149 2.934 3.113

Mar`08 Jun`08 Sep`08 Dez`08 Mar`09

12,769

Clients in PC (without Allianz Banking clients) Clients in CEE

+14.2%

182

185

195

206

208

Mar`08 Jun`08 Sep`08 Dez`08 Mar`09

+14.3%

Deposit volume

1)

in € bn

14,583

14,322

13,962

13,506

(15)

Provide German-focused investment banking products and services with European footprint

Client-centric business model for core clients of the bank (no "bank in the bank")

Efficient capital management and reduction of non-core capital intense businesses

Strong sales culture with cautious approach to risk taking Building on CBC&M chassis enhanced with selected DKIB elements

Two trading-hubs strategy in Frankfurt and London

Corporates & Markets:

Client business and risk reduction

Goal for 2012

Initial situation in 2008

Combination of very different units of customer-oriented Commerzbank and product-oriented DKIB

Global presence through multiple trading hubs

102 CIR (in %)

58 RWA (in € bn)

-38 Pre tax RoE* (in %)

-1,591 Operating profit (in € m)

Pro-forma figures 2008

CIR (in %) RWA (in € bn)

>20 Pre tax RoE* (in %)

Operating profit (in € m)

Goal for 2012

(16)

The new CBC&M is a client-focused investment banking house

with ~ 1.7x revenues of C&M old

Goal 2012

in € bn

CBC&M target business model

Provide German-focused investment

banking products and services with

European footprint

Client-centric business model

for core customers of the bank

(no "bank in the bank")

Efficient capital management and

reduction of non-core, capital

intense businesses, e.g., US, WE

Strong sales culture with cautious

approach to risk taking

Building on CoBa C&M chassis

enhanced with selected DKIB elements

Two trading-hubs strategy in Frankfurt

and London

Excl. PRU

REVENUE

PBT

REG. CAPITAL

FTE

Multiples C&M old CBC&M new

2.2

0.9

3.0

~1,500-1,700

x1.7

x2.0

SoP*

x1.4

SoP*

SoP*

x1.4-1.5

(17)

Expectation: CEE will exhibit far stronger growth than Western Europe and US once the global recession has come to an end

2009/2010: substantial risk reduction, focused cost-cutting, optimization funding – focus on profitable core business and efficiency gains

CEE:

Portfolio optimization

Goal for 2012

Initial situation in 2008

Record result in 2008 with 10% increase vs. 2007; significant decline in profits in Q4 2008 due to financial market crisis

Substantial increase in loan loss provisions; risk-reduction measures taken at early stage show first results

Launch of efficiency programs

52 CIR (in %)

21 RWA (in € bn)

19 Pre tax RoE* (in %)

323 Operating profit (in € m)

Pro-forma figures 2008

CIR (in %) RWA (in € bn) Pre tax RoE* (in %)

>350 Operating profit (in € m)

Goal for 2012

(18)

Goal for 2012

Initial situation in 2008

Real Estate and Public Finance:

Value recovery and reduction of RWA

Broad coverage of more than 30 markets

across the world

Growth strategy

Highly decentralized organization in Germany

Negative operating profit due to higher loan

loss provisions and sub-prime write-downs

Generation of stable and predictable

contributions to earnings/high RoEs not

possible

Major impact of Lehman insolvency and

Icelandic banks on portfolio

Holistic offering of financial services

Focus on Germany and Greece

Reduction in new business

Downsizing of portfolio to €60 bn by 2012

Reduction from more than 30 markets today to

10 markets

Target clients in Germany are professional real

estate investors and developers from €15 m

financing volume upwards

Strong redimensioning and increase in

profitability/efficiency

Downsizing of portfolio to maximum €100 bn by

2010; decrease of new business

Funding ensured by ability of using assets as

cover fund; refinancing at matching maturities

EUROHYPO (CRE)

PUBLIC FINANCE

(19)

Real Estate and Public Finance:

Substantial downsizing of portfolio and significant "de-risking"

RWA

in € bn

Shipping

Real Estate**

Public Finance*

2012e

2008

17

71

12

17

50

7

74

100

-25%

* Eurohypo (Public Finance) and other Public Finance ** Eurohypo (CRE/ Retail) and other CRE (excluding shipping)

(20)

Goal

Portfolio earmarked for downsizing:

Active management of €38* bn

Portfolio earmarked for downsizing

Structured credit

(ABS, MBS, CDOs, Conduits)

Structured, exotic credit derivatives

(Bonds, loans trading, indices, other)

"Credit Flow": loan trading

Not included

SLABS (Government wrapped student loans)

Leveraged Acquisition Financing

Client driven Conduits

Other positions

Comprehensive spin-off of all

ABS-related and structured credit portfolios

Additionally all credit run-down portfolios

from C&M (focus on core activities)

Systematic reduction of assets to ease

pressure on P&L, separated from core

operating business

No spin-off of individual assets from core

business

Current total market

value of ~ €38* bn

(21)

"Roadmap 2012" and objectives for the new Commerzbank

FOCUS OPTIMIZATION DOWNSIZING

Mittelstands-bank Private Customers Corporates & Markets

CEE Other and

consolidation Real Estate and Public Finance

Structured credit products

Exotic credit

"Credit Flow" (proprietary credit trading)

The new Commerzbank

<60 CIR in % <290 RWA in € bn >20 >30

Pre tax RoE* in % >4,000 >350 >1,500 Op. profit in € m

Total

2012e

* Indicative derivation on the basis of a model for future capital management; calculation of group RoE on the basis of the sum of segment capital (not on the basis of shareholders' capital)

-After tax RoE

(22)

Our targets (1/3)

Targets for 2009 achieved to date

Targets for 2009 to 2011

Longer-term targets

Completion of Dresdner Bank acquisition

Reconciliation of interests and social compensation plan for headquarters

in Frankfurt

Recapitalization of the new Commerzbank (SoFFin)

New strategic orientation: "Roadmap 2012"

Integration process on time

9

9

9

9

9

(23)

Our targets (2/3)

Targets for 2009 achieved to date

Targets for 2009 to 2011

Longer-term targets

Reduction in operating expenses significantly under €8 bn

Brand integration completed (Dreba and CoBa)

Return to profitability (break-even before SoFFin)

End-2010

End-2010

2011 at the latest

Planned reduction of silent participations subject to

(24)

Our targets (3/3)

Targets for 2009 achieved to date

Targets for 2009 to 2011

Longer-term targets

>€4 bn in sustainable operating profit

RoE target after tax 12%

Reduction of RWAs to <€290 bn (before sale of Eurohypo)

2012

2012

2012

(25)
(26)

ƒ

Transfer of our domestic relationship

approach to Western Europe and Asia

ƒ

Focus on cross-border business to support

our core clients

ƒ

74% of countries, German exports are going

to, are covered by Commerzbank as well as

73% of import-related countries

ƒ

Restructuring of local business

Barcelona Mailand Wien Brüssel London Paris Madrid Amsterdam Zürich Peking Tianjin Tokyo Shanghai Hong Kong Singapur

Western Europe

Asia

Focus on cross border and restructuring of local business

International

Reliable partner for all international

business with Germany

(27)

Consistent leadership in financial institutions services worldwide

ƒ

Full market coverage through network of

Representative Offices distributed worldwide

ƒ

State-of-the-art product range

ƒ

Synergies through consolidation of locations

Financial Institutions

Sales Unit I Advanced Markets

4 Locations

Sales Unit II CEE, Russia & CIS

13 Locations

Sales Unit IV Middle East, Africa,

Latin America

12 Locations

Sales Unit III Asia

11 Locations

Leverage our leading position in

cash-and trade services in Germany cash-and Top 3

(28)

Indepth product know-how offered to our corporate clients…

Cash Management &

International Business

(CMIB)

Financial Engineering

(FE)

ƒ

Payments (domestic and

international)

ƒ

Cash & Treasury

Management

ƒ

Documentary Business

ƒ

Trade services

ƒ

Investments

- Asset Management

- Liquidity Management

- Capital Markets (bonds,

structured products)

ƒ

Risk management

- Derivatives

- FX

- commodities

ƒ

Commission generating

products

- Pension models

(‘Zeit-wertkonten‘)

- Financing of pension

obligations

Interest, Currency and

Liquditiy Management

(ICLM)

ƒ

Financing of current

assets

ƒ

Financing of capital

investments (incl. Public

allowances)

ƒ

Financial Engineering

(FE)

- Structured Finance

- Mezzanine Finance

- Management of

receivables

Investment Banking

provided by

Corporates&Markets

EXAMPLES

ƒ

Equity Capital Market

Solutions

ƒ

Debt Capital Markets /

Securitisation

ƒ

M&A Advisory

(29)

…and financial institutions

Cash Services

Moving Money and Securities

Banking Products

Raising Debt

Market Products

Hedging Risk

Trade Services

Financing Trade

ƒ

Account Management

ƒ

Commercial Payments

ƒ

Clearing Services

ƒ

Payment Enabling

ƒ

Cheque Services

ƒ

Direct Debit

ƒ

EUREX Clearing

ƒ

Custody Services

ƒ

Banknote Services

ƒ

Money Market

ƒ

Bilateral Loan

ƒ

Club Deal

ƒ

Promissory Note

(Schuldschein)

ƒ

Syndicated Loan

ƒ

Transfer Risk Exempt

Loan

ƒ

Bonds and other debt

instruments

ƒ

Islamic Financing

ƒ

Asset Securitization

ƒ

ICLM products

ƒ

Precious Metals

ƒ

Commodities

ƒ

Proprietary Investments

ƒ

Third Party Investments

ƒ

Documentary collection

ƒ

Letter of Credit –

Business

ƒ

Guarantee / Standby

Letter of Credit

ƒ

Supply Chain Financing

ƒ

Buyers Credit

ƒ

Forfaiting

(30)
(31)

Charges on ABS Portfolio in Q1 2009

* Nominal figures not available, market values are used as a proxy ** Markdown-Ratio = 1-(Market Value / Nominal Value)

*** Includes drawn and undrawn back-up lines

Details

The Q1 2009 charges resulting from ABS portfolio are totalling €1.4bn; thereof €1.2bn as P&L effect and €0.2bn as effect on revaluation reserve

Outlook

Due to further shift of financial market crisis to real economy and the weak fundamental situation more charges from ABS portfolio are expected for 2009

Further charges are expected from US CDO of ABS and RMBS (US and Non-US), CMBS and CDO Corporates as well as effects from weak monoline counterparts concerning protected ABS assets

No significant losses expected with regard to conduit business

21% -169 -1,192 -1,361 41,494 52,391 Total 27% -176 -1,192 -1,368 29,539 40,254

thereof critical portfolio

1% 7 0 7 11,955 12,137

thereof other ABS positions

0% 0 0 0 4,531 4,531

thereof critical portfolio

0% 0 0 0 6,105 6,105

thereof other conduits

44% -176 -622 -798 9,199 16,394

thereof critical portfolio

3% 7 0 7 5,850 6,032

thereof government guaranteed

0% 0 0 0 10,636 10,636 Conduits*** N/A 0 -19 -19 850 820 CIRC 2% 0 -15 -15 584 595

Others (incl. Term Structures)

0 0 -169 Effect on revaluation reserve -64 -472 -622 P&L effect

Overview - ABS portfolio

As of March 2009

33% -791

15,049 22,426

Secondary Market ABS

24% -472

11,200 14,675

ABS Hedge book

-64 Q1-Charges 3,175 Market values N/A 3,239 SIV – K2* Mark- down-Ratio** Nominal values (in € m)

(32)

Secondary Market ABS

Details

Government guaranteed ABS constitute the largest sub-asset class with market values stable at €5.8bn

Loss drivers: US related assets, Non-US RMBS, CMBS/ CRE CDO and CDO Corporates; markdown ratios of the most critical classes US CDO of ABS and US RMBS currently stand at 75% and 74% respectively

Outlook

Further impact from US related positions expected for 2009 due to unchanged weak economic fundamental situation; other segments will also contribute to this development (e.g. CMBS, Non-US RMBS and CDO Corporates) 30% -80 -93 -173 1,252 1,783 CMBS/CRE CDO 45% -93 -92 -185 1,182 2,166 CDO Corporates 11% 1 -23 -22 1,056 1,192 Consumer ABS 12% -9 -18 -27 701 797 SME CDO 20% -58 -96 -154 2,322 2,897 Non-US RMBS 21% -47 -17 -64 1,118 1,410 Others -169 109 1 7 Effect on revaluation reserve -622 -88 -195 0 P&L effect 33% -791 15,049 22,426 Total 3% 7 5,850 6,032 Government guaranteed 75% -194 834 3,304 US CDO of ABS 21 Q1-Charges 734 Market values 74% 2,845 US RMBS Mark-down-ratio* Nominal values (in € m)

* Markdown-Ratio = 1-(Market Value / Nominal Value)

Breakdown of products & rating distribution

– secondary market ABS

As of March 2009 Market values in € bn 16% 4% 10% 63% 8% BB&w orse BBB A AA AAA

€ 15.0 bn

(33)

Conduits

Details

Majority of exposure refers to own conduits Silvertower (53%) Beethoven (31%) and Kaiserplatz (12%). 4% refers to third party conduits

Main part of exposure consist of liquidity back-up lines for these conduits (94%), with the remainder stemming from credit enhancement provided by the two banks

Outlook

No losses occurred in Q1 2009 concerning Commerzbank conduits

No significant losses expected with regard to conduit business 0% 0 0 0 647 647 Equipment Leasing 0% 0 0 0 493 493

Div. Payment Rights

0% 0 0 0 566 566 Capital Commitments 0% 0 0 0 524 524 Rated Securities 0% 0 0 0 143 143 Consumer Loans 0% 0 0 0 984 984 Film Receivables 0% 0 0 0 721 721 Others 0 0 0 0 Effect on revaluation reserve 0 0 0 0 P&L effect 0% 0 10,636 10,636 Total 0% 0 2,531 2,531 Corporate Loans 0% 0 2,651 2,651 Trade Receivables 0 Q1-Charges 1,376 Market values 0% 1,376 Auto Loans/Leases Mark-down-ratio* Nominal values (in € m)

* Markdown-Ratio = 1-(Market Value / Nominal Value) ** Includes drawn and undrawn back-up lines

3% 14% 18% 24% 42% BB&w orse BBB A AA AAA

Breakdown by products

As of March 2009 Market values in € bn

€ 10.6 bn**

(34)

ABS Hedge Book

Monoline asset classes

As of March 2009 Market values in € bn

Details

Monoline portfolio stable. About 58% AAA-rated Non-US-RMBS

Non-Monoline hedge book increased due to new positions within a Total Return Swap transaction with a major bank

Outlook

Situation and outlook concerning monoline industry has not improved Dresdner is currently negotiating commutations of monoline-hedged positions. P&L effects possible

30 % 0 0 0 738 1,057 Corporate CDO 70 % 0 0 0 136 446 Other ABS

Monoline asset classes

9 % 0 0 0 331 365 Non-US RMBS 55 % 0 -1 -1 219 490 CMBS/CRE CDO 10 % 0 -20 -20 614 680 Other ABS 22 % 0 -74 -74 163 208 CMBS/CRE CDO

Non-Monoline asset classes

52 % 0 0 0 445 921 US CDO of ABS 19 % 0 -9 -9 261 323 US RMBS 0 0 0 0 Effect on revaluation reserve -472 -15 -277 -76 P&L effect 24 % -472 11,200 14,675 Total 1 % -76 5,397 5,475 Non-US RMBS 45 % -277 1,948 3,542 US CDO of ABS -15 Q1-Charges 948 Market values 19 % 1,168 Corporate CDO Markdown-ratio* Nominal values (in € m)

* Markdown-Ratio = 1-(Market Value / Nominal Value)

Non-Monoline asset classes

per Ultimo March 2009 Market values in € bn € 9.3 bn 48% 0% 0% 0% 44% 9% B & worse BB BBB A AA AAA € 1.9 bn 0% 2% 1% 15% 76% 6% B BB BBB A AA AAA

(35)

CDA and Counterparty Risk from Monolines

Net counterparty risk from monolines

As of March 2009

in € bn

MtM (Recovery costs) 3.3 CDA 1.8

Development of Counterparty Default Adjustments

1)

in € m

1.5

Net Counter-party Risk

1)CDAs refering to monoline and non-monoline counterparts

99 86 102 1,811 12/2005 12/2006 12/2007 12/2008 -13 16 1,709 2006 2007 2008 2,283 03/2009 472 2009 YTD 1,750 533 P&L Effect

(positive figure = loss) CDA-Monolines CDA-Other CDA total

Details

M-t-M of derivatives is adjusted to the creditworthiness of the counterparty. The fair value of the derivative needs to be corrected through P&L. Main driver of the increase in Q1 2009 were increased market values of credit derivatives and widening spread curves concerning monolines.

P&L effect of €529m refers to monoline counterparts, thereof €453m ABS. The overall gross P&L impact of €529m is partly offset by a release in CDA-adjustments of €57m from non-monoline counterparts (mainly driven by increases in the own credit spread). Thus, net P&L-Impact is €472m.

Outlook

Further P&L impact in 2009 is expected due to restructuring of monolines and / or widening spread curves.

CDA-ratio for monoline positions at 53%

(36)

Portfolio details

As of March 2009 Market values in € bn

Details

K2 portfolio decreased due to the termination of liquidity reserves and netting of CDS positions respectively ABS assets have good quality with 98% currently being investment grade rated

Outlook

Further reduction of K2 portfolio in case of favourable market development

Forced liquidation is not planned

0 -Effect on revaluation reserve -0.1 -P&L effect N/A -0.1 3.2 3.2 Total N/A -2.8 ABS N/A -0.4 Non-ABS Q1-Charges**

Market values Markdown-ratio

Nominal values* (in € bn)

* Nominal figures not available, market values are used as a proxy

** P&L effect reflects changes of Net Asset Value (NAV) that is calculated as market value of the assets minus present value of the senior and mezzanine liabilities

Structured Investment Vehicle (SIV) – K2

€ 3.2 bn

2% 2% 91% 5% BB and below BBB AA AAA 12% 33% 14% 41% BBB A AA AAA

Ratings of Non-ABS Assets Ratings of ABS Assets

(37)

€4.8bn

LAF portfolio financing Leveraged-Loan-CIRCs Underwriting Final Hold 7.2 3.8 1.0 0.8 1.6 Italy 6% France 4% The Netherlands 5% UK 22% 4% Belgium Rest of Europe 15% Germany 33% USA 11% Regions

Overall portfolio with focus on Underwriting / Final Hold Portfolio

As of March 2009 Exposure at Default in € bn

Da

ten

zu

ak

tua

lisi

ere

n

auf

rz 2

009

Portfolio details

*

In Q1 2009 significant specific charges could be avoided in the final hold and underwriting book through active risk management

and close customer contact.

The reduction in volume in the underwriting book is substantially due to the transfer of transactions to the default portfolio (specific provisions per 12/2008 were made).

In Q1 2009 two CIRCs were restructured / unwound without a loss. Volumes and risk could be reduced significantly as a result. Six transactions are still outstanding.

Outlook

Due to the high gearing ratios of the companies in the portfolio, they are especially vulnerable to a recession.

In direct LAF business this can lead to further burdens on revenues due to specific provisions. Potential losses concerning CIRCs have been limited due to de-risking measures.

For the portfolio financing, downratings, restructurings as well as losses from individual transactions cannot be excluded.

Leveraged Acquisition Finance (LAF)

(38)
(39)

The lead has been taken: full commitment to integration within the entire Bank

Integration cultivates advantages - both banks complement each other

strategically (product portfolio, franchise) to create Germany's leading customer

bank

EUR 5 bn in cash synergies have been identified for implementation

(tbd exceeded)

Integration slated to progress at high speed

Integration: "Growing Together" project running on schedule and

making good progress

Dresdner Bank transaction complete – merger finalized on May 11, 2009

Synergies identified

(40)

Integration cultivates advantages - both banks complement each other

strategically

Commerzbank

6 million private

customers in Germany

3 million private

customers in CEE

820 branches in

Germany

7% market share in

German Mittelstand

Dresdner Bank

5 million private

customers in Germany

720 branches in

Germany

6% market share in

German Mittelstand

New Commerzbank

11 million private

customers in Germany

3 million private

customers in CEE

With 1,200 branches

the largest branch

network in Germany

(medium-term plan)

11 - 13% market share

in German Mittelstand

(41)

Cost synergies identified

Planned development as of May 8, 2009

compared with Sept. 1, 2008

Planned development as of May 8, 2009

compared with Sept. 1, 2008

Planned development for Sept. 1, 2008

Planned development for Sept. 1, 2008

0 10 20 30 40 50 60 70 80 90 100 2009

44%

2010

82%

2011

100%

2012

%

Cost synergies up ~10% on due diligence; Realization on schedule

0 10 20 30 40 50 60 70 80 90 100 2009

45%

2010

84%

2011 2012

%

111%

(42)

100%

acquisition

Jan 12, 2009

Integration slated to progress at high speed

Phase I:

Integration preparation

Phase II: Preparation for

integration implementation

Phase III:

Integration implementation

Merger

May 11 2009

( )

IT Migration

Q4 2010

Beginning of

implementation

Q3 2009

Goals for the new

Commerzbank

Business model/strategy

Organization

Core processes

Synergies/business case

Preparation for IT

implementation

Technical requirements

Technical design

IT concept

Works council negotiations

Headquarters - already

negotiated

Region (planned for summer

2009)

Detailed integration planning

Implementation in target

structure

IT implementation

Target model: CB platform

Reduction of complexity:

significant reduction of IT

costs

Implementation of synergy

measures

( )

(43)

Disclaimer

Department

This presentation has been prepared and issued by Commerzbank AG. This publication is intended for

professional and institutional customers

Any information in this presentation is based on data obtained from sources considered to be reliable, but

no representations or guarantees are made by Commerzbank Group with regard to the accuracy of the data.

The opinions and estimates contained herein constitute our best judgement at this date and time, and are

subject to change without notice. This presentation is for information purposes, it is not intended to be and

should not be construed as an offer or solicitation to acquire, or dispose of any of the securities or issues

mentioned in this presentation

Commerzbank AG and/or its subsidiaries and/or affiliates (herein described as Commerzbank Group) may

use the information in this presentation prior to its publication to its customers. Commerzbank Group or its

employees may also own or build positions or trade in any such securities, issues, and derivatives thereon

and may also sell them whenever considered appropriate. Commerzbank Group may also provide banking

or other advisory services to interested parties

Commerzbank Group accepts no responsibility or liability whatsoever for any expense, loss or damages

arising out of, or in any way connected with, the use of all or any part of this presentation.

Copies of this document are available upon request or can be downloaded from

www.commerzbank.com/aktionaere/index.html

(44)

Jürgen Ackermann (Head of IR) P: +49 69 136 22338

M: [email protected] Sandra Büschken (Deputy Head of IR) P: +49 69 136 23617

M: [email protected] Michael Klein

P: +49 69 136 24522

M: [email protected]

Wennemar von Bodelschwingh P: +49 69 136 43611 M: [email protected] Ute Heiserer-Jäckel P: +49 69 136 41874 M: [email protected] Simone Nuxoll P: +49 69 136 45660 M: [email protected]

For more information, please contact Commerzbank´s IR team:

Stefan Philippi P: +49 69 136 45231 M: [email protected] Karsten Swoboda P: +49 69 136 22339 M: [email protected]

www.ir.commerzbank.com

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