> Annual report Direct Banking. Banking as it should be

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Annual report 2011

Banking as

it should be

Direct Banking

is…

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– of which: portfolio volume in € million 30,882 32,197 – 4.1

– of which: deposit volume in € million 10,705 10,338 3.6 business-to-customer (B2C) business line

Customers number 1,632,467 1,559,021 4.7

Custody accounts number 783,616 748,151 4.7

Current accounts number 774,518 647,048 19.7

Tagesgeld PLUS (“call money plus”) accounts number 1,235,770 1,130,998 9.3

Total assets under custody in € million 24,896 26,319 – 5.4

– of which: portfolio volume in € million 14,324 16,113 – 11.1

– of which: deposit volume in € million 10,571 10,207 3.6

Credit volume in € million 189 198 – 4.5

business-to-business (B2B) business line

Customers number 998,058 737,054 35.4

Custody accounts number 899,685 733,872 22.6

Total assets under custody in € million 16,692 16,216 2.9

– of which: portfolio volume in € million 16,558 16,084 2.9

– of which: deposit volume in € million 134 131 2.3

Orders and order volume 2011 2010

Executed orders number 18,677,910 15,305,203 22.0

– of which: B2C number 9,151,389 7,824,053 17.0

– of which: B2B number 9,526,521 7,481,150 27.3

Average order activity per custody account (B2C) number 11.9 10.7 11.2

Order volume per executed order (B2C) in € 5,308 5,110 3.9

Earnings ratio 2011 2010

Net commission income in € thousand 182,585 172,772 5.7

Net interest income before provisions in € thousand 150,847 102,074 47.8

Administrative expenses in € thousand 232,074 210,028 10.5

Pre-tax profit in € thousand 108,076 80,874 33.6

Net profit in € thousand 111,763 59,634 87.4

Earnings per share in € 0.79 0.42 88.1

Return on equity before tax 1) _{in %} _21.2 _16.8 _–

Cost/income ratio in % 68.0 72.1 –

Balance sheet key figures 31.12. 31.12.

Balance sheet total in € million 11,381 11,040 3.1

Equity in € million 547 514 6.4

Equity ratio 2) _{in %} _4.7 _4.4 _–

Regulatory indicators under Basel II 3) _31.12. _31.12.

Risk weighted assets 4) _{in € million} ₅₁₄ ₅₄₆ _{– 5.9}

Eligible amount for operational risks in € million 29 22 31.8

Core capital in € million 356 356 0.0

Own funds for solvency purposes in € million 351 351 0.0

Own funds ratio 5) _{in %} _40.1 _43.0 _–

Employees’ figures 31.12. 31.12.

Employees number 1,148 1,120 2.5

Employees full-time basis number 1,024.8 1,002.9 2.2

*) B2C: comdirect bank AG; B2B: ebase GmbH

1) Pre-tax profit/average equity (excluding revaluation reserve) in the reporting period 2) Equity (excluding revaluation reserve)/balance sheet total

3) These figures are calculated on the basis of internal calculations; publication is voluntary and based on national implementation conversion and the figures are not reported to the

Supervisory Authority

4) Risk weighted assets in accordance with Section 10 c of the German Banking Act (KWG) (intragroup receivables are zero weighted)

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Highlights of financial year 2011 Foreword of the CEO

The Board of Managing Directors Corporate Governance

Report of the Supervisory Board Corporate Governance report Compensation report

Group management report

Key developments

Group structure and business activities

Value-driven strategy and management system Market environment

Business performance and earnings situation at comdirect group B2C business line

B2B business line

Financial situation and assets of the comdirect group The share

Personnel report Risk report

Outlook and opportunity report Supplementary report

Details in accordance with Sections 289, 315 of the German Commercial Code (HGB) and explanatory report of the Board of Managing Directors of comdirect bank

Declaration of the Board of Managing Directors on Section 312 of the German Stock Corporation Act (AktG)

Consolidated financial statements

Income statement Balance sheet

Statement of changes in equity Cash flow statement

Notes

Declaration of the Board of Managing Directors Auditor‘s report

Glossary

Six-year overview of comdirect bank group Financial calendar 2012 Contacts

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2009 2010 2011* 0.41 0.42 * Dividend proposal B2C Portfolio volume B2B Deposit volume

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White label solutions

convince financial service

providers

Making major progress towards becoming Germany’s leading B2B direct bank: Once again, ebase substantially expanded its range of products and services as well as its customer portfolio in 2011. ebase acts as a partner for financial intermediaries, insurance companies, asset managers and investment companies. ebase gained renowned new customers in the past year, including asset manager KanAM Grund and insurance company Cosmos Direkt. The white label solutions provided by ebase are integrated into the system landscape at CosmosDirekt. For Cosmos Direkt, ebase carries out custody account adminis tration for a new unitlinked pension insurance which enables customers to access over 5,000 fund offerings. The cooperation with KanAM Group comprises custody account administration and services for more than 30,000 customers with a volume of around one billion euros. ebase also implemented a partnerspecific white label solution for fund custody account customers of Commerzbank.

Record result tops off

successful financial year

The best financial year in the company’s history: With pretax profit of €108.1m, the comdirect group outstripped the figure for 2010 by around a third. The business model has once again proven resilient, even in turbulent times. Strong price fluctuations on the stock exchanges prompted many trading customers to increase their trading activity and expand their portfolio holdings. The rise in net commis sion income was correspondingly high. Net interest income reflected higher market interest rates on average, with a slight increase in the deposit volume. Aftertax profit in particular also benefited from a tax refund following a positive ruling in appeal proceedings relating to the discontinuation of foreign activities in previous financial years. In line with the consistent dividend policy, the Board of Managing Directors and Supervisory Board intend to pass the contributions from the comdirect group’s operating profit, including the interest payment in respect of the tax refunds, on to the shareholders in full. The dividend proposal stands at €0.56 per share.

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Title winner in

Germany’s

biggest bank test

Good, better, comdirect: The impressive range of products and services garnered comdirect bank the “Deutschlands Beste Bank” award in 2011. The direct bank came out top, ahead of 49 other credit institutions in the analysis conducted by financial maga zine “€uro” in conjunction with S.W.I. Finance. The test compared accounts and cards, brokerage, loans, investment products, building finance and customer satisfaction levels. In this last cate gory, the score included the results of the “€uro” survey of 130,000 readers. This makes the test the biggest reader survey in the German financial sector. comdirect scored particularly well for product choice and offerings, as well as the feefree current account with Visa card and fixedterm deposit accounts for longerterm financial investments. Brokerage also achieved a good rating with its wide selection of funds and frequently reduced frontend loads, as well as the particularly favourable building finance offering.

Fewer clicks,

more added value:

the new look website

Even clearer, even easier to understand, even more user friendly – that’s comdirect bank’s website at comdirect.de which was relaunched in November. comdirect set this new “simplicity” as the standard for the extensive revision of its website, one of the most frequently visited financial websites in Germany. Thanks to improved structures, all the information on products and services is now even easier to find. As an additional research aid, the site has a new full text search function based on Google search engine technology. The bigger click areas and succinct images are based on the latest user experience findings and save users time by enabling them to click quickly through the site and navigate on a targeted basis. All texts were revised to make even more complex issues easier to understand, improving content readability at the same time. The home page also offers considerably more editorial content, providing customers and visitors with information on topics relating to the market and investments on a regular basis.

The performance

broker is also

the favourite broker

Title defended: comdirect bank has once again been named “Online broker of the year”. After gaining the top spot in 2009 and 2010, Germany’s performance broker received the most votes for the third time in a row in the survey conducted by financial portal brokerwahl.de. Over 43,000 traders took the opportunity to vote for their favourite broker. The award was presented in March 2011 during the “INVEST” trade fair in Stuttgart.

More and more

customers are choosing

comdirect

Convincing performance: The comdirect group gained 334 thousand customers in the past year, once again outstripping the pace of growth in the previous year. The highperfor mance and feefree current account with satisfaction guarantee was particularly popular with comdirect bank customers, and in brokerage too, the signals pointed to growth: both traders and investors were convinced by the excellent trading platforms, extended information offering and attractive terms and conditions. In B2B business, ebase took over custody account administration for renowned partners. Thanks to the tailored range of products and services for custody account administration and B2Btype banking, these partners can offer their end customers a wide range of options for payment transactions and financial asset accumulation from a single source.

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finanzblog award:

outstanding information

sources

More and more people are using the internet to find information on financial issues, and weblogs in particular are gaining in importance. This prompted comdirect to launch the “comdirect finanzblog award” for the first time in 2011. The prize recognises finanzblog authors who provide private investors with regular and comprehen sive information on topics relating to money and finance that is easy to understand. These include both professional and hobby bloggers. Out of the 49 blogs submitted, the expert jury, whose members included Prof. Dr. Christoph Neuberger of LMU Munich and financial expert Joachim Goldberg, selected “Die Börsenblogger” as the first winner of the prize followed by the “Best Börsen Blog” in the inaugural competition. The finanzblog award 2012 will be presented at the start of May at the inter national blogger conference re:publica 12 in Berlin.

Building finance:

first class

advice online

Serial winner: Once again, comdirect bank secured first place in the “Beste Direktbau finanzierung – vermittelt durch Banken” (best direct building finance – placed by banks) comparison test carried out by financial magazine Focus Money and the Deutsches Institut für ServiceQualität (German Institute for Service Quality). Thanks to its top class Customer Services and particularly attractive terms and conditions, comdirect won the title for the fourth time in a row after ranking first in 2008, 2009 and 2010. comdirect will continue to innovate in the field of building finance in future: the latest development is its online live advice, making it the first bank to offer such a service in Germany. The highlight here: during the phone consultation, customers use their PCs to follow live how the adviser optimises the structure of their financing enquiry. A higher repayment rate, unscheduled repayment or a different term – this virtual look over the adviser’s shoulder enables prospective property buyers to follow the adjustment process live as the adviser compares products from over 250 financing partners. Customers can also experience the new advisory model direct with a consultation in the comdirect building finance offices in Berlin, Frankfurt/Main, Hamburg and Munich.

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An overview

is key: the new

ETF Informer

Since March 2011, it’s been even easier to search for exchange traded funds (ETFs) at comdirect: The new ETF Informer section on comdirect.de makes finding exchange traded funds very simple. The tool allows users to quickly search by indices, investment type, sector or individual ETF and provides comprehensive information such as the total expense ratio (TER) and performance. There is a useful intraday display for shortterm traders. comdirect’s ETF offering stands out from the crowd not only for the wide choice available, but also for its low charges. This combi nation has convinced private investors in Germany who voted comdirect “ETF Direct Bank of the Year” in 2011.

Setting a trend:

a new standard

in CFD trading

Germany’s performance broker is setting new standards in trading with contracts for difference (CFD). Since September 2011 and starting from a comparatively low investment amount, investors have been able to participate in the movement in prices of equities, indices, commodities, bonds, futures and currencies using contracts for difference on more than 1,200 underlying assets. Trading is carried out in real time via comdirect’s powerful trading platform. It is custom isable and easy to use. Commerzbank acts as market maker. The unique feature of CFD trading at comdirect is its high quality: favourable fees, excellent quotations and swift and secure execution. On request, risk limits can be set up free of charge. In addition, comdirect has launched the cfd.comdirect.de information portal which provides compre hensive information on how CFDs work, together with the associated risks and opportunities. CFD trading fits seam lessly into the highperformance and multiawardwinning brokerage offering.

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Dear Shareholders,

Attractive products, excellent service and high levels of security – these are the

features that made us “Deutschlands Beste Bank” in 2011. We were honoured

with this award by our satisfied customers, but had our shareholders been

surveyed instead, comdirect would probably still have been a contender for the

title. This is because in the midst of the euro currency crisis, unsettled markets

and turbulent prices, we have stayed the course with our robust business

model and achieved a balanced increase in value, profitability and growth.

Our performance indicators at the yearend demonstrate just how balanced this

development is: strong growth in the number of customers with a rise of

almost 15% to an alltime high of 2.6m. Record earnings of around €340m,

with a substantial increase in net interest and net commission income. Our

ongoing strict cost discipline that is reflected in the disproportionately lower

rise in administrative expenses. Together, these produce a record pretax profit

of €108m, which outstrips the previous year’s figure by a good third – thanks

also to interest payments on a tax refund. The tax refund itself amounting to

some €37m is shown in the aftertax profit. It relates to appeal proceedings

dating back several years in respect of the tax treatment of foreign activities

that had been discontinued at the time.

The consolidated net profit of around €112m means we are in position to pro

pose a distribution of 56 cents per share and at the same time strengthen

equity with a view to further growth. The balance between shortterm growth

in profit and longterm increase in value is therefore evident in our distribution

policy as well.

Being the best bank for customers and shareholders above all means continu

ally improving our good performance. Our example here is our “Germany’s

performance broker” campaign under which we launched our offering for

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trading in CFDs. Traders benefit from our powerful trading platform as well as

excellent quotations from market maker Commerzbank. Through a series of

wideranging initiatives we have strengthened our leadership in online securi

ties business for modern investors, which is the core of our business model.

And the volume of net investments from our customers of €2.7bn speaks for

itself: traders and investors trust the comdirect group, especially in challenging

market situations.

Such trust has to be continually earned and this is equally true in banking. Here

we have made our current account even more convenient and secure. The

sustained popularity of our current account and Tagesgeld PLUS account shows

that with comprehensive products, simple navigation and friendly Customer

Services, we are increasingly convincing branch bank customers to switch to

comdirect. Our advisory offering, especially Baufinanzierung PLUS, proves at the

same time that we also provide convincing and highly transparent answers to

complex questions. We intend to build on these strengths and break down any

remaining reservations regarding the direct bank model – a central theme in

this annual report.

We live up to our claim to be a full service bank for modern investors in our

business via institutional partners as well. Through ebase, they are able to offer

their end customers all the key services for financial asset accumulation: funds,

ETFs, call money and fixedterm deposits and in future, an onlinetype account

featuring extended payment transaction functions. Consequently, major compa

nies in very different sectors can offer seamlessly integrated banking services

with individual terms and conditions without having to be a bank themselves.

Strong growth in customers and assets through new renowned partners in the

target segments shows that our subsidiary ebase is on the right path.

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In both business lines, comdirect (B2C) and ebase (B2B), we will continue to

manage our growth on a value and riskoriented basis in the future as well. A

particular focus in this respect is our Treasury portfolio. We actively reduced

risks here in 2011; at the yearend only around €70m, or 0.6% of the balance

sheet total, was attributable to counterparties in the “PIIGS” countries within

the eurozone. By the end of March 2012, the figure will drop to less than €20m

as a result of maturities. Although we monitor developments in our industry

very closely, this does not prevent us from giving our customers and partners

our full attention. Inspiring them with our performance, expertise and level of

service is our aim.

For our shareholders, we intend to add value through growth even in turbulent

times. With our flexible cost base, we have successfully achieved this in a wide

range of market situations, and the entire comdirect team is dedicated to

ensuring that this continues. A safe investment in all market phases – and the

best bank for customers, shareholders and employees: that remains our claim.

Sincerely yours,

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CEO

Dr. Thorsten Reitmeyer

“Our track record has been impressive in 2011 and not just because of our record result. Numerous awards confirm that our products and services precisely meet the require-ments that our customers place on a modern bank. We are very proud of this. It is crucial that we continue to focus consistently on transparency and simplicity: we intend to make financial transactions as simple and convenient as possible for our customers. This is why we have enhanced our website to provide an even clearer overview with readily comprehensible information. And an additional information portal supplements our newly launched CFD trading, through which we intend to further expand our leadership in securities trading as Germany’s performance broker.”

Dr. Thorsten Reitmeyer, born 1969, has been CEO (Chief Executive Officer) of comdirect bank AG since 1 December 2010. As CEO, he is responsible for Business Development, Corporate Communications, Marketing & Sales as well as Product Management & Treasury.

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CFO COO

Dr. Christian Diekmann

“2011 was a particularly turbulent year in the financial markets. However, this did not keep our customers, who are traditionally very keen investors, away from the stock markets. On the contrary, some days the volumes we recorded were three times higher than usual – and as a result we achieved significantly higher net commis-sion income for the financial year as a whole as well. Our B2B subsidiary, ebase, also performed well: more and more customers here are relying on the individually tailored custody account and fund solutions. All together, these developments have enabled the comdirect group to report another record result – and once again offer our sharehold-ers an above-average dividend yield.”

Dr. Christian Diekmann, born 1965, has been CFO (Chief Financial Officer) of comdirect bank AG since 1 May 2009. In addition to Finance, Controlling & Risk Management, he is respon sible for Internal Audit, Legal Services / Compliance, Institutional Business and the B2B activities of ebase (European Bank for Fund Services).

Carsten Strauß

“Innovation and excellent service are already our strengths. We invest a great deal in personnel development to make sure that this remains the case in future as well. Moreover, we are always on the look-out for qualified employees who would like to help us shape the banking experience of the future. Consequently, we also work in cooperation with leading universities and universities of applied science for instance. This way, we ensure that we will continue to bring fresh ideas to the market. The best example of this is our online live advice service for building finance. This allows our customers to follow the process live on their PC and watch as their adviser optimises the financing structure and see how this can result in changes to the interest rate or redemption payments. There is great demand for this practical advisory approach.”

Carsten Strauß, born 1967, has been member of the Board of Managing Directors responsible for Human Resources of comdirect bank AG since 4 March 2008. As COO (Chief Operating Officer),

he is responsible for Customer Services, Human Resources & Organisation, Process Management and IT as well as Investment Advice and Building Finance.

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I like shopping

on the internet.

But banking?

That’s too complicated

for me.

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T

here is a “standing order” at comdirect: online financial and securities transactions have to be as easy and con-venient as possible. Our customers should only have to spend a minimum amount of time on money transfers, instructions to buy or sell shares and information searches. And this is something we work on every day. You can see the results at comdirect.de. And the response is extremely good. With a monthly average of around 200 million page impres-sions a month, we operate one of Germany’s most frequent-ly visited financial websites. In fact, according to web infor-mation company “Alexa Rank”, comdirect.de is among the 70 most popular websites in Germany overall.

Swift searches, convenient services

To make banking and securities transactions with us even easier, we continually optimise our website and in November we completed an extensive revision. Now it’s significantly quicker to find all the information on our products and ser-vices. We further simplified the page structure which is based on the latest findings on user navigation. And we have in-vested in a new full text search facility based on Google search engine technology.

Sometimes it’s the little things that make online banking even easier and more convenient. For example, anyone opening a fee-free comdirect current account can use our account switch-ing service. With just a few mouse clicks our customers can automatically generate letters to notify employers, landlords or insurance companies of their new bank details. And cus-tomers with a particularly large number of transactions on their current account can use our intelligent filter and search

options to find the entry they are seeking immediately – mak-ing the laborious task of lookmak-ing through account statements a thing of the past. Another example of simplicity: our order functions such as the one click or comfort order save our cus-tomers a great deal of effort. This gives them more time when trading on the stock exchange where everything has to hap-pen really quickly, or simply more time for themselves.

Convenient banking on the move

With comdirect it’s also easy to carry out your banking and securities transactions on the go. All the key banking and bro-kerage functions can be called up at mobile.comdirect.de. Our free banking app for the iPad and iPhone offers two very convenient features. For instance, our app offers multi-bank capability. Users can not only check the balance on their com-direct current account but at almost all banks and savings banks in Germany without having to download a separate app for each one. And the virtual budgeting book helps give customers an overview of their finances at any time at the touch of a finger.

So how do we at comdirect know what our customers mean by easy and convenient banking? We listen. Many of the changes we implement each time we revise our website stem from suggestions by our customers. And we also ask: working in conjunction with renowned opinion research organisations we carry out regular representative surveys which we publish as a study series entitled “Customer Motives” – and the findings are also utilised in-house. This is all aimed at under-standing our customers as well as we can – and making our-selves an even better bank.

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You’ve obviously never

visited comdirect.de …

As easy and convenient as possible:

that’s banking and brokerage with comdirect.

And every day we strive to be even better.

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Corporate Governance

/ Report of the

Super-visory Board

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/ Joint report by the Board of

Managing Directors and the Supervisory Board of

comdirect bank in accordance with Section 3.10

of the GermanCorporate Governance Code

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/

Compensation of the Board of Managing

Directors and Supervisory Board

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Management and control at comdirect bank are based on generally accepted high standards and comply with the respective valid and applicable legal framework conditions and regulations as well as the requirements of the German Corporate Governance Code (GCGC), unless expressly excluded in the Declaration of Compliance. The recommendations and suggestions in the current version of the GCGC are implemented with only a few excep-tions. With the support of the Corporate Governance Officer, the Board of Managing Directors and Supervisory Board closely monitor developments in the ongoing Corporate Governance discussion and systematically refine the standards in place at comdirect bank.

The guiding principles of our responsible company management are

• cooperation based on trust between the Board of Managing Directors, which manages the company, and the Supervisory Board, which advises and monitors the Board of Managing Directors and exercises its control function efficiently and independently,

• focus on company interest at all times, • responsible and effective risk management,

• compliance with and monitoring of legal requirements and supervisory regulations, as well as • timely and transparent communication both internally and outside the company.

These principles are firmly established in all areas of the bank and determine the framework parameters for strategic decisions and business policy.

Details regarding the tasks of and cooperation between the executive bodies are provided in the Corporate Governance statement, which is available as a download on our website. The principles governing risk manage-ment and control are outlined in the risk report (pages 89 to 98). Information on the compliance function is con-tained in our Corporate Governance report on pages 20 to 21, while our communication with shareholders is de-tailed in the section “The share” in the group management report (pages 80 to 82).

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Cooperation between the Board of Managing Directors and the Supervisory Board

The Supervisory Board worked in close partnership with the Board of Managing Directors of comdirect bank in financial year 2011, providing regular advice and monitoring the management of the company. We have compre-hensively performed all of the duties incumbent upon the Supervisory Board under the legal framework condi-tions and regulacondi-tions, the German Corporate Governance Code (GCGC), the bank’s Articles of Association and the Rules of Procedure of the Supervisory Board.

Furthermore, the Chairman of the Supervisory Board was given detailed information on all events that were of significant importance for the assessment of the situation and development as well as for the management of the company, including in regular meetings with the full Board of Managing Directors. He maintained frequent contact with the CEO and in particular, conferred with him with respect to the strategy, business development and risk management of comdirect bank. In addition, the Chairman arranged for important matters to be addressed by the Supervisory Board committees.

Main focus of advice and monitoring activities in 2011

The Supervisory Board met at four regularly convened meetings in financial year 2011 on 10 March, before the annual general meeting on 12 May, 25 August and 24 November 2011.

Progress reports on the status of implementation of the “complus” programme launched in 2008 remained a central topic. We obtained extensive information on the further development of the range of products and ser-vices offered by comdirect bank AG. The Board of Managing Directors kept us continually informed with regard to the various major projects carried out in 2011, such as the introduction of CFD trading and limit functions in OTC trading. Another focus was the strategic further development of ebase and the B2B business line. In addition, together with the Board of Managing Directors we have started to discuss the future strategy following comple-tion of “complus” in 2013.

As part of our deliberations, we obtained information on the bank’s development on the basis of the medium-term planning and also looked at the agenda for the following year. Moreover, the Supervisory Board regularly examined the risk position of the bank, with one of the main focal areas being the discussion on the overall risk strategy in line with the minimum requirements for risk management (MaRisk). In view of the ongoing financial market crisis, the focus also remained on the current market and credit risk situation in comdirect's Treasury port-folio and on reducing its exposure to the PIIGS states in particular.

Furthermore, the comdirect bank’s Board of Managing Directors kept us informed about the performance of key indicators and their impact on the bank's earnings situation, financial situation and assets. In this context, we also monitored the market and competitive environment of comdirect bank.

In addition to face-to-face meetings, the Supervisory Board used the written ballot procedure and conference calls to adopt resolutions based on the recommendations of the Presiding Committee, including the resolution specify-ing the criteria to be used to assess the variable compensation component for the Board of Managspecify-ing Directors for financial years 2011 and 2012. The Supervisory Board also adopted a resolution on the new compen-sation model for certain specialist functions and managers, the new compencompen-sation model for members of the Board of Managing Directors of comdirect bank AG and a group company loan increase.

In financial year 2011, Dr. Christian Diekmann and Mr Carsten Strauß were each appointed as members of the Board of Managing Directors for a further five years by the Supervisory Board.

Activities of the committees

In order to improve the efficiency of Supervisory Board activities and to deal with complex issues, some matters were referred to the Presiding Committee or Audit Committee for a decision or for the purpose of preparing resolutions.

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The Audit Committee of the Supervisory Board met three times in the reporting year on 10 March, before the an-nual general meeting of the bank on 12 May and on 24 November. The topics intended for discussion at the Audit Committee meeting in August were dealt with and discussed by the full Supervisory Board as a result of the tem-porary shortage of committee members due to Dr. Kassow's resignation. The meetings were also attended by at least one representative from the auditors commissioned for the year-end audit and review of the interim financial statements respectively. At the meeting on 10 March 2011, the Audit Committee of the Supervisory Board dealt with the preliminary examination of the financial statements and dependency report as well as the independence of the auditors of the annual and consolidated financial statements. Topics discussed at the other meetings in-cluded the report from the auditors conducting the review of the interim financial statements.

At all meetings, the Audit Committee of the Supervisory Board discussed in depth the status and further develop-ment of risk managedevelop-ment and the risk position of the bank and its subsidiary. In addition to the respective current market and credit risk situation in comdirect’s Treasury portfolio, the focus was on the investment of deposits with other companies in the Commerzbank Group and other counterparties. The underlying investment strategy and the plans for further greater utilisation of the Commerzbank Group for money market and capital market transactions were regularly discussed by the Audit Committee.

The Audit Committee received the Compliance Officer’s report and was informed about the overall audit report from Internal Audit for the financial year. The Chairman of the Audit Committee obtained comprehensive informa-tion from the Head of Internal Audit prior to the meeting. There were no major findings in the reporting year. At the meeting of the Audit Committee on 12 May 2011, the Chairman was authorised to sign the contract commis-sioning the auditors PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, Hamburg branch, selected by the annual general meeting on the same date, to audit the annual and consolidated financial statements, including the management reports as of 31 December 2011. In November it approved the commissioning of PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, Hamburg branch, with tax advisory services for financial year 2012. We have obtained a certificate of independence from the auditors. No business, financial, personal or other relationships exist between the auditors and their executive bodies and audit managers on the one hand and comdirect bank and its Board members on the other, which could give rise to doubts with regard to their independence.

In addition, the Audit Committee of the Supervisory Board dealt with the results of the annual custody account/ Securities Trading Act audit, company audit and foreign trade audit as well as the main areas of the audit of the annual financial statements 2011.

The Presiding Committee of the Supervisory Board met once during the reporting year on 24 November. Furthermore, after extensive deliberation in each case, resolutions were adopted by means of the circulation pro-cedure. These related to

• the recommendation to the Supervisory Board to determine the variable compensation component for the mem-bers of the Board of Managing Directors for financial year 2010 as well as to specify the criteria to be used to as-sess the variable compensation component and agreed targets for financial year 2011 and financial year 2012, • the recommendation to the Supervisory Board to increase loans granted to the Commerzbank Group, • as well as the acceptance of seats on other boards by members of the Board of Managing Directors.

The Supervisory Board approved the above recommendations of the Presiding Committee by means of the writ-ten ballot procedure and conference calls. A detailed report on the activities of the committees was provided at the full Supervisory Board meeting. The Supervisory Board has not formed any committees other than the Presiding Committee and the Audit Committee.

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Efficiency of Supervisory Board activities

The Supervisory Board reviews the efficiency of its activities on an annual basis. Following the extensive effi-ciency review conducted in March 2010, we discussed the current status in our meeting on 10 March 2011. The activities of the Supervisory Board and its committees were once again unanimously judged to be efficient. No conflicts of interest were reported with regard to a member of the Supervisory Board. The Corporate Governance Officer provided a comprehensive written report to the Supervisory Board and prepared the Declaration of Com-pliance with the German Corporate Governance Code from the Board of Managing Directors and the Supervi-sory Board in accordance with Section 161 of the German Stock Corporation Act (AktG). The declaration was approved at our meeting on 14 March 2012.

In line with the recommendation in the GCGC, we adopted a resolution on the objectives for the composition of the Supervisory Board at the meeting on 25 August 2011; details of this are provided in the joint Corporate Gov-ernance report by the Board of Managing Directors and the Supervisory Board.

Approval of the annual financial statements and dependency report

The annual financial statements of comdirect bank (in accordance with the German Commercial Code, HGB), the management report of comdirect bank (in accordance with the German Commercial Code, HGB) and the consoli-dated financial statements and group management report (in accordance with IFRS), including the underlying bookkeeping for financial year 2011, have been examined and audited by the auditors, who issued an unqualified audit certification. The above documentation, the audit reports and the proposal of the Board of Managing Direc-tors for the appropriation of the distributable profit were promptly made available to the members of the Super-visory Board.

The German public accountants who sign the annual financial statements, amongst others, took part in the meet-ing of the Audit Committee on 14 March 2012 and the subsequent meetmeet-ing of the Supervisory Board dealmeet-ing with the approval of the annual accounts. They reported on the key findings of the audit and answered questions. The result of the audit was discussed thoroughly with the Audit Committee. The Audit Committee then proposed to the Supervisory Board that the annual financial statements be approved.

The Supervisory Board has acknowledged the results of the audit. Within the scope of the legal provisions, it has examined the annual financial statements and management report, the consolidated financial statements and group management report and the proposal of the Board of Managing Directors for the appropriation of the distributable profit and raised no objections. In its meeting on 14 March 2012, the Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Board of Managing Direc-tors. Accordingly, the annual financial statements are regarded as adopted. The Supervisory Board endorses the proposal for the appropriation of the distributable profit.

Furthermore, the report of the Board of Managing Directors on the bank’s relationship with affiliated companies was submitted to the Supervisory Board together with the associated auditors’ report. After completing the audit, the auditors raised no objection to the report of the Board of Managing Directors and issued the following un-qualified certification: After conducting our audit in accordance with the professional standards, we confirm that the actual details of the report are accurate and the fees paid by the company for the legal transactions detailed in the report were not disproportionately high, nor were any disadvantages compensated.

The Supervisory Board examined the report of the Board of Managing Directors and approves the report as well as the auditors’ findings of the audit.

After completing its examination, the Supervisory Board finds no cause for objection to the concluding statement concerning the relationship with affiliated companies made by the Board of Managing Directors in the report.

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As part of the audit, the auditors also assess whether the Board of Managing Directors has implemented a monitoring system and has fulfilled the legal requirements concerning the early detection of risks that are likely to threaten the existence of the company. The auditors have confirmed that the risks described in the manage-ment report are presented accurately and that the measures taken by the Board of Managing Directors in accor-dance with Section 91 (2) of the German Stock Corporation Act (AktG) are conducive to early detection of develop-ments that are likely to threaten the continued existence of the company. Furthermore, the auditor confirmed the effectiveness of the accounting-related internal control system with a positive assessment.

Changes in the Supervisory Board

Dr. Achim Kassow resigned from the Supervisory Board with effect from 30 June 2011. Ms Karin Katerbau was appointed by the courts as an interim member of the Supervisory Board with effect from 11 October 2011 until the annual general meeting in 2012. At the Supervisory Board meeting on 24 November 2011, Mr Annuscheit was elected Deputy Chairman of the Supervisory Board and a member of the Presiding Committee. Mr Rönnberg was elected Chairman of the Audit Committee of the Supervisory Board of comdirect bank AG. Ms Katerbau was elected as a member of the Audit Committee. We would like to take this opportunity to thank Dr. Kassow for his dedicated commitment and outstanding performance on the Supervisory Board of comdirect bank.

Thanks for excellent performance

We would like to thank the members of the Board of Managing Directors and all of the employees of comdirect bank for an excellent performance once again in financial year 2011. We would like to thank the staff council for their constructive cooperation at all times.

Frankfurt, 14 March 2012 The Supervisory Board

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Implementation of the recommendations of the German Corporate Governance Code

The Government Commission for the German Corporate Governance Code (GCGC) refrained from revising the GCGC in 2011 and the version of 26 May 2010 therefore remains valid. comdirect bank had already declared in the previous year that in accordance with the Code recommendations of the GCGC it will take diversity into consider-ation when filling Supervisory Board, Management Board and managerial positions in the company and strive to achieve an appropriate degree of female representation.

The first half of 2011 saw the launch of a project aimed at increasing the proportion of women in managerial positions in the comdirect group. The measures to support women include cooperation with women’s networks at universities, diversity training and mentoring programmes. At the end of 2011, the proportion of female man-agers stood at more than 20%; in the training programmes for junior specialists and executives, the share amounted to 30%. As these levels are already high and significantly above the average for German companies, we have decided not to introduce any fixed quota for women. Nonetheless, sections 4.1.5 (When filling manage-rial positions in the enterprise, the Management Board shall take diversity into consideration) and 5.1.2 (When appointing the Management Board, the Supervisory Board shall also respect diversity) continue to be imple-mented in full.

At its meeting in August 2011, the Supervisory Board revised the person specification for its members including its objectives for the composition of the executive body. This text now reads: “The aim is for the composition of the Supervisory Board to ensure the qualified supervision of and advice for the management of the bank by the Supervisory Board, whereby it cannot be expected that every single member of the Supervisory Board possesses all the necessary expertise and experience to the full extent. Nevertheless, at least one member of the Super-visory Board should be available as a competent contact partner for each aspect of SuperSuper-visory Board acti vity so that the extensive expertise and experience is reflected by the members of the Supervisory Board as a whole. However, certain indispensible general knowledge, expertise and experience is required of every member of the Supervisory Board. Taking into account the general age limit of 72 years set by the Supervisory Board, candidates are to be proposed who through their integrity, motivation, independence and character are in a position to per-form the tasks of a Supervisory Board member of a modern retail bank and to maintain and enhance the reputa-tion of comdirect bank in the public domain. Diversity is to be taken into account in the composireputa-tion of the Super-visory Board; on the shareholder side, at least one woman must be represented on the SuperSuper-visory Board.“ As a result of the now included quantitative target for female representation on the Supervisory Board, comdirect bank now implements Section 5.4.1 clause 3 of the GCGC in full. The current composition of the Supervisory Board meets the objectives.

In contrast, a new deviation from the recommendations of the GCGC arises as a result of the adjustment to the compensation system for the Board of Managing Directors carried out in the year under review in implementation of the executive compensation regulation for banks (InstitutsVergV). The regulations collide with the recommen-dation in Section 4.2.3 of the GCGC, whereby retroactive changes to the performance targets or the comparison parameters should be excluded with regard to the variable compensation components for members of the Board of Managing Directors; a deviation from the GCGC is therefore unavoidable.

As in the previous year, the second deviation relates to Section 5.3.3 of the Code. According to this recommenda-tion, the Supervisory Board should form a nomination committee which is composed solely of representatives of the shareholders and which suggests suitable candidates to the Supervisory Board for its election proposals to the annual general meeting. The Supervisory Board of comdirect bank comprises a total of six members, four of whom are shareholder representatives. Forming an additional committee from its membership would in our opinion be an “excessive structuring” of the Board. In addition, there are no apparent reasons as to why the full Supervisory Board should not itself be able to achieve the improved transparency of the selection procedure in-tended by the Government Commission through the introduction of nomination committees.

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Further information on the German Corporate Governance Code

In addition to the Declaration of Compliance, each year the Board of Managing Directors and the Supervisory Board provide information about compliance with the suggestions in the GCGC. We also comply with the sugges-tions with only a few excepsugges-tions. The deviasugges-tions arise where implementation of some suggessugges-tions does not ap-pear reasonable in comdirect bank’s specific situation or where the additional benefit to shareholders apap-pears doubtful.

In Section 3.6, the GCGC suggests that in supervisory boards with codetermination, representatives of the share-holders and the employees should prepare the supervisory board meetings separately. As in-depth exchanges of information take place in the Supervisory Board of comdirect bank, we consider such preparations to be unneces-sary. Meetings are only prepared separately when required.

Contrary to the suggestion in Section 5.4.6 clause 5 of the GCGC, profit-oriented compensation of the Supervisory Board does not contain a component that relates to the long-term success of the company, but rather is tied to the possible payment of a dividend. We consider the different calculation basis for performance-related compo-nents for the compensation of the Board of Managing Directors and the Supervisory Board to be appropriate. The Corporate Governance statement, including the Declaration of Compliance, adopted on 14 March 2012 at the accounts meeting of the Supervisory Board as well as the Corporate Governance and compensation report for financial year 2011 are available on the company website at www.comdirect.de/ir. Previous versions of the above documents as well as the Articles of Association and the full German Corporate Governance Code can also be viewed there. In addition, the website includes information on the latest changes to our Corporate Governance standards.

Compliance

The sustainability, effectiveness and independence of the compliance function at comdirect bank (Compliance Office) as well as the responsibilities, rights and obligations of this office are regulated in the compliance policy. The role of the Compliance Officer is assumed by the Head of Legal Services/Compliance, Mr Dietmar Gabor; he is also the Money Laundering and Corporate Governance Officer at comdirect bank. When implementing the “Act Implementing the Second E-Money Directive", comdirect bank’s Money Laundering Officer has also assumed the function of the central office to prevent criminal offences (Section 25c German Banking Act, KWG) and established an anti-fraud policy, a cross-divisional “criminal offences network” and a web-based whistleblower system via which customers, employees and other third parties can provide information online regarding financial fraud at any time.

In accordance with the supervisory regulations, comdirect bank’s Compliance Office is also responsible for moni-toring whether the controlling specified in the work and organisational instructions is carried out correctly and regularly by the specialist departments (ICS – control monitoring). This showed that the process-dependent inter-nal control system (ICS) is effective.

Directors’ Dealings

Only one notifiable acquisition and disposal transaction was carried out by Board members and executives in special positions at comdirect bank in financial year 2011:

Date Name Position Transaction Price € No. Amount €

02.06.2011 Carsten Strauß Member of the Board of Managing Directors

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The following explanation regarding the structure of the compensation system and compensation of the Board members as part of the Corporate Governance report is also a component of the audited group management report.

Compensation of the Board of Managing Directors

The company law and regulatory requirements pertaining to the compensation systems of joint stock corporations in general, and of banks in particular, have continually developed in recent years. The amendments to the Act on the Appropriateness of Management Board Compensation (VorstAG) were followed in 2010 by binding regu-lations, initially at European level, for compensation systems in financial institutions, such as the Capital Require-ments Directive III (CRD III) and the guidelines of the Committee of European Banking Supervisors (CEBS Guide-lines). In October 2010, the national legislative procedure to implement these new requirements for compensation systems was completed when the executive compensation regulation for banks (InstitutsVergV) came into force.

Parallel to the legislative process, comdirect bank AG examined the new legal requirements very closely and revised the compensation system for the members of the Board of Managing Directors in consultation with ex-ternal compensation and legal advisers, including from the Commerzbank Group. In view of the Commerzbank Group’s responsibility under Article 9 of the executive compensation regulation for banks (InstitutsVergV) that subordinate companies comply with regulatory requirements, the compensation system for members of the Board of Managing Directors was further developed and adjusted in line with the Commerzbank Group’s compen-sation systems. The contracts of employment for the members of the Board of Managing Directors were modified accordingly and the variable compensation for 2011 is already based on the new regulatory requirements. The compensation policy for the Board of Managing Directors is continually aimed at compensation that is appro-priate and sustainable, that avoids incentives to take disproportionate high risks and at the same time offers ef-fective conduct incentives to achieve the objectives laid down in the bank’s strategies and thus permanently contribute to the continued positive development of the comdirect group.

Main features of the compensation system

The compensation system for the Board of Managing Directors of comdirect bank is specified and reviewed an-nually by the Supervisory Board. It takes account of the legal and regulatory requirements.

The overall compensation comprises a non-performance-related fixed compensation and a variable compen-sation component linked to the success of the company and personal performance. Furthermore, the members of the Board of Managing Directors receive a company pension in respect of their activities for comdirect bank. The compensation components are specified in the contracts of employment of the respective members of the Board of Managing Directors.

The compensation for the Board of Managing Directors is based on the duties of the individual member of the Board of Managing Directors and the current economic position and future prospects of the bank, as well as the level of compensation paid in peer companies. The appropriateness of the compensation is reviewed annually in consultation with independent, external compensation advisers. The relationship between fixed compensation and the variable compensation component is appropriate, thereby avoiding a significant dependence of the mem-bers of the Board of Managing Directors on the variable compensation and providing an effective incentive at the same time. For the CEO, the target amount for the variable compensation component is therefore limited to a maximum of around 67% of the target overall compensation, and for members of the Board of Managing Direc-tors to a maximum of around 54% (cap).

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Non-performance related fixed compensation

The non-performance related fixed compensation comprises an annual fixed salary plus benefits. Without prejudice to the possibility of a review by the Supervisory Board, the annual fixed salary for members of the Board of Managing Directors is set for the entire term of their respective contract of employment and is paid in twelve monthly instalments. In addition to the fixed salary, the members of the Board of Managing Directors receive fringe benefits in the form of payments in kind which essentially comprise the payment of expense allowances and insurance premiums and the taxes and social security contributions attributable to these. The actual amount varies according to the individual situation of the respective member of the Board of Managing Directors. More-over, the Commerzbank Group maintains a D&O insurance policy with deductible, which includes the members of the Board of Managing Directors and Supervisory Board of comdirect.

Performance-related variable compensation

The system described below applies for the performance-related compensation of Dr. Reitmeyer and Dr. Diekmann.

The volume of the performance-related variable compensation of Dr. Reitmeyer and Dr. Diekmann is based on the attainment of business targets for comdirect and the Commerzbank Group, as well as individual targets in the financial year under assessment in conjunction with the target amount for the variable compensation component of the members of the Board of Managing Directors. The targets are agreed annually between the Board of Man-aging Directors and the Supervisory Board and are aligned with the strategic objectives of the bank and in parti-cular take account of risks taken and the cost of capital. Target attainment can amount to a minimum of 0% and a maximum of 200% and accordingly limits the volume for the variable compensation of the Board of Managing Directors (cap).

The individual variable compensation for the members of the Board of Managing Directors breaks down into two components: a long term incentive (LTI), which for the CEO accounts for 60% and for members of the Board of Managing Directors for 40% of the variable compensation and is paid three-and-a-half years after the end of the financial year at the earliest, and a short term incentive (STI), which is paid within ten months of the end of the financial year. The entitlement to the LTI is only acquired upon expiry of the three-year waiting period. The entitlement to the STI is acquired immediately. In each case, 50% of the LTI and STI component is settled as a cash payout and 50% in the form of shares in Commerzbank AG after a blocking period. Entitlements and due dates for the LTI and STI components are shown in the chart below.

Year 0 Year 1 Year 2 Year 3 Year 4

50% share-based 50% share-based Due October/ year 4 50% share-based Due October/ year 1 50% cash payout 50% cash payout Due October/ year 4 50% cash payout Due April/ year 1 Waiting period: entitlement to payout acquired at end of year 3

Entitlement to payout acquired immediately Dependent on share price performance Reduction/ cancellation possible Dependent on share price performance LTI STI Entitlement

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With regard to the variable compensation for financial year 2011, the STI will therefore fall due in financial year 2012 (year 1) and the LTI – subject to a reduction or cancellation of the entitlement – in 2015 (year 4).

The level of the individual variable compensation for both the LTI and STI is measured in the individual perfor-mance evaluation based on the agreed individual quantitative and qualitative targets for the respective financial year. The underlying targets are agreed annually with the Supervisory Board and are aligned with the strategic objectives of the bank. Target attainment can lie between 0% and 200% and limits the level of the STI and LTI accordingly (cap). To measure the level of the LTI component, further collective and individual reviews are carried out in performance evaluation II at the end of the three-year waiting period. At collective level, this review in-cludes the liquidity and profitability of the Commerzbank Group. At individual level, the sustainability of the individual performance ascertained in performance evaluation I is rated along with compliance with regulations and the risk-taking behaviour of the individual members of the Board of Managing Directors. Negative individual performance contributions reduce the respective compensation from the LTI component (malus), as does failure to meet the liquidity and profitability criteria of the Commerzbank Group.

The performance evaluations are carried out in each case by the Supervisory Board. The following overview depicts the measurement of the variable compensation based on performance evaluations I and II.

Safeguards which restrict or rescind the risk-orientation of the variable compensation are contractually excluded. The current LTI components do not apply if, based on defined criteria, the respective member of the Board of Managing Directors leaves the bank as a “bad leaver”. In the event of extraordinary developments, the Super-visory Board can, at its discretion, adjust the targets and parameters for the STI and LTI and appropriately limit the level of individual variable compensation. There is no payout of the variable compensation components if the payment is prohibited or restricted by the Federal Financial Supervisory Authority (BaFin).

Evaluation year 0 Evaluation year 1 to 3

Measurement: Individual

• Performance based on agreed quantitative and

individual qualitative targets

Measurement: Collective

• Liquidity and profitability of the

Commerzbank Group

Individual

• Sustainability of individual

performance in accordance with performance evaluation I

• Compliance with regulations and

individual risk-taking behaviour

Performance evaluation I

Level of individual LTI and STI

Performance evaluation II

Level of individual LTI

+

LTI1) _STI _LTI1)

Reduction/ cancellation possible

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The performance-related variable compensation for Mr Strauß is based on the attainment of business targets for the comdirect group, as well as individual targets in the financial year under assessment in conjunction with the target amount for the variable compensation component. With regard to the business targets, both profit criteria allowing for the cost of capital and the attainment of defined growth criteria are taken into account. The targets are agreed annually between the member of the Board of Managing Directors and the Supervisory Board and are aligned with the strategic objectives of the bank. At the end of the financial year, the Supervisory Board examines the extent to which the targets have been achieved and sets the level for the variable compensation. In prin ciple, the variable compensation for the respective financial year for Mr Strauß is due after the annual general meeting in which the annual financial statements for the financial year are presented, which means regularly in May of the following year. Part of the variable compensation can be paid at a later date as a share-based payment taking account of the sustainable performance of the bank and Commerzbank AG. Entitlement to the variable compen-sation does not apply if the payment is prohibited or restricted by the Federal Financial Supervisory Authority (BaFin).

With regard to the variable compensation payment for Mr Strauß for financial year 2011, the Supervisory Board has specified that 50% of the variable compensation payment exceeding an amount of €50 thousand will be granted in Commerzbank share awards in April 2012. The number of share awards granted is determined by divid-ing the portion of the variable compensation payment granted in share awards by the average Xetra closdivid-ing price for the months December 2011 to February 2012. Where there are no individual breaches of compliance with the regulations and risk limits and no individual misconduct in the sense of an infringement of the operating or strategic objectives or requirements of the bank has been ascertained, the share awards fall due for payment in financial year 2015 after a three-year waiting period. Any breaches of the above conditions may lead to a reduction or cancellation of the entitlements. The normal amount paid out is determined by multiplying the num-ber of share awards granted with the average Xetra closing price in the months Decemnum-ber 2014 to February 2015 plus the sum of the dividends paid per Commerzbank share during the waiting period.

The previous sustainable component with multi-year assessment basis, which since 2005 has been based on the Long Term Incentive Programme (LTIP), ceased when the adjusted compensation system for the full Board of Managing Directors was introduced. As a result, in the event of a correspondingly positive performance, only the tranches issued in 2009 and 2010 will fall due for payment under the LTIP 2005. Details of the LTIP 2005 can be found in the Notes starting on page 126.

Pensions

For their work at comdirect bank, the members of the Board of Managing Directors receive a pension entitlement, whereby the active members of the Board of Managing Directors acquire a claim to a capital payment. The rights to a pension vest after five years’ service in the Commerzbank Group. The company has recognised pension provisions for these future claims on the basis of the International Financial Reporting Standards (IFRS), the level of which depends on the number of service years, the pensionable salary and the current actuarial interest rate. These are calculated according to the project unit credit method on the basis of actuarial opinions by an independ-ent actuary (see note (69) starting on page 168).

Premature termination benefits

If comdirect bank prematurely terminates the appointment to the Board of a member of the Board of Managing Directors, the respective contract of employment is in principle continued until the end of the original term of office. Dr. Reitmeyer and Mr Strauß would receive a maximum amount of up to two years compensation, with the calculation based on the compensation for the last full financial year prior to termination. The same arrangement applies for Dr. Diekmann for the term of office starting on 1 May 2012. In the contract covering the term of office until that date, in the event of premature termination, it was agreed that Dr. Diekmann would continue to be paid compensation amounting to 50% of the fixed compensation for a maximum of 24 months. There is no entitlement to further remuneration where the termination takes place for good cause.

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Overall compensation for active members of the Board of Managing Directors

The overall compensation for active members of the Board of Managing Directors for their activities in financial year 2011 amounted to €1,533 thousand (previous year: €1,590 thousand). In accordance with Section 314 of the German Commercial Code (HGB), in addition to the non-performance related fixed compensation and the perform-ance-related compensation due in the short term, the share-based portion of the performperform-ance-related variable compensation with long term incentive effect is also to be reported here as remuneration in financial year 2011. The figure for the previous year includes contributions from members of the Board of Managing Directors who left in financial year 2010.

The table below shows the compensation due in the short term to members of the Board of Managing Directors for financial year 2011.

The following table shows the indicative figures determined in performance evaluation I for the performance-related variable compensation with long term incentive effect (LTI component) for Dr. Reitmeyer and Dr. Diek-mann for financial year 2011. An entitlement to a payout is not acquired until financial year 2014 at the earliest after the end of the three year waiting period. Depending on the results of performance evaluation II, the amount can be reduced or cancelled and will not be due for payment until financial year 2015 at the earliest. The amount shown for Mr Strauß is the portion of the variable compensation payment for financial year 2011 granted in Com-merzbank share awards. The amount can also be reduced or cancelled in the event of a breach of the payout conditions.

Performance-related variable compensation with long term incentive effect (LTI component)

€ thousand LTI cash payout Share-based LTI1) Total (Payment in 2015 for 2011 if applicable) Dr. Thorsten Reitmeyer 115 115 230 Dr. Christian Diekmann 31 31 62 Carsten Strauß – 53 53 Total 146 199 345

1) Actual payout also varies depending on share price performance up until date of payout or date of issue respectively.

€ thousand Non-performance

related fixed compensation

Performance-related variable compensation due in short term

(STI component)

Total (payment 2011/2012 for 2011) Fixed salary Value of

fringe benefits Total (payment in 2011 for 2011) STI cash payout Share-based STI1) Total (payment in 2012 for 2011) Dr. Thorsten Reitmeyer 360 141 501 77 77 154 655 Dr. Christian Diekmann 230 16 246 47 47 94 340 Carsten Strauß 230 6 236 103 – 103 339 Total 820 163 983 227 124 351 1,334

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Details regarding the pensions for the active members of the Board of Managing Directors are shown in the fol-lowing table individually.

€ thousand Pension obligation (DBO)

under IFRS as of 31.12.2011 Vested rights as of 31.12.2011 Dr. Thorsten Reitmeyer 121 177 Dr. Christian Diekmann 32 46 Carsten Strauß 74 85 Total 227 308

In the past financial year, no member of the Board of Managing Directors has received payments or corresponding obligations from a third party in relation to their activities as a member of the Board of Managing Directors. Members performing board functions at subsidiaries only received reimbursement for expenses.

The fourth tranche under the LTI programme 2005 granted in financial year 2008 became due in 2011. As a result of the absolute and relative performance of comdirect bank shares, Mr Strauß received a payment of €123 thousand and Dr. Diekmann a payment of €157 thousand.

The insurance premium for the group-wide D&O insurance for Managing Directors and Supervisory Board mem-bers of comdirect bank amounted to €61 thousand in the reporting year and was paid by the company. No loans or advance payments were granted in the reporting year.

Overall compensation for former members of the Board of Managing Directors

The overall compensation for former members of the Board of Managing Directors amounted to €404 thousand (previous year: €347 thousand) in the financial year. In 2011, the payment made to former members of the Board of Managing Directors under the LTI programme 2005 totalled €202 thousand. Up to 2012, further payments to former members of the Board of Managing Directors under the LTI programme 2005 could become due from the remaining tranches. As of 31 December 2011, the pension obligations to former members of the Board of Man-aging Directors pursuant to IFRS totalled €3,367 thousand (previous year: €3,405 thousand).