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1 > Annual Report 2010

2 > Key figures of comdirect bank group Change in % comdirect group as of Customers number 2,296,075 2,150, Custody accounts number 1,482,023 1,419, Executed orders number 15,305,203 14,661, Total assets under custody in million 42,535 35, of which: portfolio volume in million 32,197 26, of which: deposit volume in million 10,338 9, comdirect business-to-customer (B2C)* business line as of Customers number 1,559,021 1,450, Custody accounts number 748, , Current accounts number 647, , Tagesgeld PLUS ( call money plus ) accounts number 1,130, , Executed orders number 7,824,053 7,319, Average order activity per custody account number Order volume per executed order in 5,110 4, Total assets under custody in million 26,319 22, of which: portfolio volume in million 16,113 13, of which: deposit volume in million 10,207 9, Credit volume in million comdirect business-to-business (B2B)* business line as of Customers number 737, , Executed orders number 7,481,150 7,342, Total assets under custody in million 16,216 13, Earnings ratios Net commission income in thousand 172, , Net interest income before provisions in thousand 102, , Administrative expenses in thousand 210, , Pre-tax profit in thousand 80,874 75, Net profit in thousand 59,634 56, Earnings per share in Balance sheet key figures as of Balance sheet total in million 11,040 9, Equity in million Equity ratio 1) in % Regulatory indicators under Basel II 2) as of Risk weighted assets 3) in million Eligible amount for operational risks in million Core capital in million Own funds for solvency purposes in million Own funds ratio 4) in % Relative ratios Return on equity 5) in % Cost/income ratio in % Employees figures as of Employees number 1,120 1, Employees full-time basis number 1, , *) B2C: comdirect bank AG; B2B: ebase GmbH, excluding contributions from branch customers of Commerzbank AG 1) Equity ratio = Equity (excluding revaluation reserve)/balance sheet total 2) 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 3) Risk weighted assets in accordance with Section 10 c of the German Banking Act (KWG) (intragroup receivables are zero weighted) 4) Own funds ratio = own funds for solvency purposes/(risk weighted assets x eligible amounts for operational risks) 5) Return on equity = pre-tax profit/average equity (excluding revaluation reserve) in the reporting period

3 > Contents 01 Strong products, strong performance 02 Foreword by the CEO 05 Interview with the Board of Managing Directors 08 Corporate Governance 09 Report of the Supervisory Board 13 Corporate Governance report 16 Compensation report 20 Group management report 20 Key developments 21 Group structure and business activities 24 Value-driven strategy and management system 28 Market environment 33 Business performance and earnings situation at the comdirect group 39 B2C business line 43 B2B business line 45 Financial situation and assets of the comdirect group 48 The share 51 Personnel report 53 Risk report 62 Opportunity report 64 Outlook 66 Supplementary report 66 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 69 Declaration of the Board of Managing Directors on Section 312 of the German Stock Corporation Act (AktG) 70 Consolidated financial statements 72 Income statement 73 Balance sheet 74 Statement of changes in equity 75 Cash flow statement 76 Notes 128 Declaration of the Board of Managing Directors 129 Auditor s report 130 Glossary 134 Six-year overview of comdirect bank group 136 Financial calendar Contacts

4 > Strong products, strong performance B2C B2B Brokerage Investing Trading 10,000 funds 50 stock markets 550 securities eligible for savings plans worldwide LiveTrading 6,800 investment funds 188 ETFs Portfolio Executed Portfolio volume 16.1 orders 2010 volume 16.1 billion 13.2 Custody account billion 13.3 Banking Average Current account & cards Fee-free accounts and cards Fee-free cash withdrawals worldwide Banking app ebase Depot flex Investment accounts Tagesgeld PLUS Fixed-term deposit Time deposit account Deposit Settlement Deposit volume 10.2 volume 9.1 billion account million Call money Fixed-term deposit Advice Anlageberatung PLUS Baufinanzierung PLUS Support in Marketing and Sales Customers Anlageberatung PLUS 400 1,300 Volume of building finance placed million Number of partner organisations Services and Infrastructure 24/7 Customer Service Powerful infrastructure Partner-specific configuration White labelling Service level (telephone) % System availability % Number of White labelling realised

5 Sometimes it s the major innovations that make a bank better and please its customers even more. And sometimes it s a lot of little steps that lead to the best products, easy access, convenience and personal contact. As always, any bank that aims to achieve the optimum for private customers and institutional partners has to be able to put itself in their position and constantly ask the question: What else does it take to make a bank that completely satisfies and inspires time after time? Although market surveys regularly confirm very high levels of satisfaction among our customers, comdirect employees always have plenty of ideas when it comes to this question. Their initiative is behind everything we have added since 2010 from the banking app, permanent flat rate fees, ebase Depot flex custody account, range of ETF savings plans, FlexIdent and customisable Informer through to online international bank transfers. And that s why their initiative is also included in this annual report. And it s good to know, since the list for 2011 is equally long.

6 2 Dr. Thorsten Reitmeyer CEO of comdirect bank AG When walking the fine line between short-term profitability and long-term increase in value, comdirect will continue to pursue its path of balanced growth. Dr. Thorsten Reitmeyer

7 FOREWORD INTERVIEW CORPORATE GOVERNANCE GROUP MANAGEMENT REPORT CONSOLIDATED FINANCIAL STATEMENTS 3 Dear Shareholders, I could not have wished for a better handover. After just a few months in office as the new CEO of comdirect, it s already my pleasure to report on the successes of the past financial year. With an expanded range of products and services, faster growth and higher earnings, you don t have to look far for the reasons for this development. The bank is on a sound and profitable footing with clearly defined growth fields, a strong brand and strict cost control. You could almost be tempted to ask whether a new boss can make his mark here at all, or if all that s left for him to do is to tell everyone to keep up the good work. With its functioning business model, the comdirect group has performed well in a market environment that may have stabilised, but was still anything but easy. Organic growth in the number of customers was almost 150 thousand, surpassing the level in the previous year. Both business lines contributed to this development. In direct business with private investors (B2C business line), comdirect bank acquired new customers with its current account in particular. ebase is back on track for growth and has taken over the administration of around 50 thousand custody accounts of a renowned insurance company, thereby expanding the group of institutional partners in the B2B business line. Product penetration, the proportion of comdirect bank customers using more than one product in brokerage, banking and advice, improved from 48% to over 53%. This was due to the large number of current accounts and Tagesgeld PLUS accounts that were opened, which in turn increased the deposit volume. Strong fund inflows in custody accounts also showed that customers continue to place their trust in the comdirect group and are increasingly pooling their financial and securities transactions with the bank. All in all, assets under custody climbed by 7bn, to a record level of 42.5bn. At around 81m, the pre-tax profit exceeded both the previous year s figure and the profit target. And this was despite the decision taken in the middle of the year to more proactively seize growth opportunities and provide a larger marketing budget for these measures. The rise in net commission income is primarily attribu table to higher order figures and net fund inflows. Despite a moderate rise, interest rates remained low and net interest income did not match the previous year s figure, although there was a significant upturn in the second half of the year. Administrative expenses stayed close to the level of the previous year, despite the costs associated with the marketing offensive, reflecting the high degree of cost-efficiency in the comdirect group. These are some of the highlights of financial year 2010, which brings me back to my original question: Can we improve on this? The answer is yes we can, and we will.

8 4 Starting with our range of products: The wide-ranging initiatives in 2010 such as the flat-fee campaigns, banking app, 24/7 Customer Services, Informer Next Generation and ebase Depot flex custody account have made the com direct group even more attractive for both existing customers and new target groups. In the securities business, the task now is to strengthen and expand our market lead, since it is the core of our business and our brand value. Through a series of innovations in 2011, we will remain the partner of choice for traders, the key words here being trading in CFDs and limit functions in OTC trading. In banking too, we will continue our growth course with intelligent product features and optimum availability. We want to be the number one for more and more customers, not only as a direct bank, but also increasingly as a bank in general; in particular for those traditional branch bank customers who perhaps just need one final push to switch to comdirect. In our advice business, after focusing on direct bank-type models, our focus now is to set the course for growth. In B2B business, after linking the investment custody account with deposit business and realigning Sales, attractive growth paths have opened up. By networking with ebase, our partners are able to offer complete solutions for financial and securities investments to their end customers and seamlessly integrate them in their own offering. Through the combination of custody account services and B2B banking, we are more able than ever to interlink our B2C and B2B business activities. Ultimately, both brands, comdirect and ebase, stand for user-friendly and easy access to all key products, advisory services and market information related to financial asset accumulation for private households whether through comdirect itself or via our partners. This is closely connected with high demands in terms of sales strength and cost efficiency. And of course, with an innovative power that cannot be prescribed, but rather evolves from a culture of cooperation. The expertise and initiative of our employees continue to be critical to the success of the bank, as is the team spirit that spurs us on to do our best for our customers each and every day. But what do these many initiatives deliver for you, our shareholders? When walking the fine line between short-term profitability and long-term increase in value, comdirect will continue to pursue its path of ba lanced growth. The decisive factor is to transform the growth in the customer base, assets under custody and customer activity into increased profitability and thereby enhance the value of the bank on a sustainable basis. This is the target by which we will measure ourselves. I look forward to the continued work and cooperation with the employees in comdirect group and to the dialogue with you our shareholders. Sincerely yours, Dr. Thorsten Reitmeyer

9 FOREWORD INTERVIEW CORPORATE GOVERNANCE GROUP MANAGEMENT REPORT CONSOLIDATED FINANCIAL STATEMENTS 5 > Interview: Showing initiative achieving profitable growth The Board of Managing Directors of comdirect bank talk about product and service initiatives for customers and partners, as well as the words of the year. Dr. Reitmeyer, Dr. Diekmann and Mr Strauß, if you had to choose your word of the year for 2010, what would it be? Reitmeyer: For most of the year I ve watched comdirect from the outside. What s always impressed me is the speed with which the bank achieves organic growth. After 71.1 thousand net new customers in 2009, the bank acquired 146 thousand this year, with 108 thousand of these in the B2C business line alone. And when you also see that the number of new custody accounts, current accounts and Tagesgeld PLUS accounts stands at over 300 thousand, which is triple the number of new customers in the B2C business line, then you almost have no choice but to select growth as the word of the year. Diekmann: On a par with this in my opinion is the word trust. In these times of unattractive market interest rates and ongoing problems in the financial markets the key factor here being the sovereign debt crisis investors entrusted us with over 1bn euros in new deposits and around 3bn euros in additional portfolio assets, not including price effects. This is by no means a given, and highlights the strength of our comdirect and ebase brands. By focusing on increasing value over the long term, the comdirect group has, on the whole, come through the financial market crisis very well. Dr. Thorsten Reitmeyer Strauß: But if you now ask yourself what the high level of awareness and popularity of our brands is based on, then the answer is inevitably the many initiatives of our employees that translate our programmes for the future, such as complus, into action on a daily basis. Initiative is my word of the year, as it has produced measurable customer benefits and new customer experiences, which in turn put us right up amongst the leaders in this competitive environment. These initiatives were quite varied: extended business hours in Customer Services, a new banking app, the new comdirect Informer and online international payment transfers. Many steps all in the same direction? Strauß: Most definitely yes. The new product features and customer services 24/7 business hours add up to maximum accessibility and minimum access obstacles. They deliver the highest level of customisation and personalised customer contact, as well as an efficient banking platform with intuitive user functions at high security standards. All of these are crucial if you want to attract and retain not only customers who already consider direct banking to be business as usual, but also convince those customers who, apart from the terms and conditions, are actually quite happy with their traditional bank. Reitmeyer: We managed this balancing act very well in The first banking app for the ipad from a German bank, longer customer services business hours, the convenient FlexIdent identity verification procedure all of these innovations earned us great praise from our customers and made the competition sit up and take notice. And I m convinced these have given some prospective customers food for thought. In any event, other steps, both big and small, will follow for existing and new customers. For example? Reitmeyer: In mobile banking and brokerage, we will certainly not leave it at the app for the iphone and ipad alone. Rather, we aim to develop a webapp which will be available on all smartphones and tablets. In just a few weeks time, we will be supplementing the customisable Informer with a comparable tool exclusively for ETF investors. And we will also be relaunching our website in comdirect.de will then offer an even better

10 6 Dr. Thorsten Reitmeyer, Carsten Strauß, Dr. Christian Diekmann Board of Managing Directors of comdirect bank AG (from left) overview as well as even greater customisation and interaction. Depending on user s respective priorities, the site will navigate customers even faster to the right product and the required market information, making it an even more attractive platform for all types of transactions. We spent considerably more on marketing, yet our pre-tax profit still surpassed the previous year. Dr. Christian Diekmann Many product initiatives in 2010 related to online banking. How do you manage to stay the number one partner for traders at the same time? Reitmeyer: In 2010, we ran the most comprehensive price campaign for traders in our history, with 35,000 products covering the whole range from equities and certificates to exchange traded funds and warrants. And we offer more securities that can be freely combined in savings plans than any other bank. But we can and want to do even more, and we will do so in 2011 with limit functions in OTC trading and trading in CFDs. That is why we are concentrating our product development on brokerage. This will enable us expand our offering for traders who once again voted us Online Broker of the Year in 2010.

11 FOREWORD INTERVIEW CORPORATE GOVERNANCE GROUP MANAGEMENT REPORT CONSOLIDATED FINANCIAL STATEMENTS 7 Through Anlageberatung PLUS, comdirect provides real added value for securities investors and an attractive alternative to traditional advisory models. Are you happy with its success so far? Strauß: Anlageberatung PLUS stands for fair and product-neutral advice without any hidden commissions. In 2010, we proved that customers who implemented our system-backed recommendations saw their investments perform well. By the end of the year, our model had convinced more than 1,300 customers. Conveying the advantages of the independent advisory service and the transparent price model will continue to be a challenge in the future. We will have to focus on this, as well as on differentiating our offering. The new advisory models make only a moderate contribution to the bank s overall profit. When will that change? Strauß: It s already changing. Our Baufinanzierung PLUS increased the volume of building finance placed by more than half in 2010, breaking even less than three years after its launch. This combination of the maximum market transparency and independent advice is very popular and is an excellent fit for a direct bank such as ours, and highlights the potential that lies within our other advisory models as well. To leverage this and step up the pace of growth despite the complexity of the subject matter, we need to fine-tune the offering here and there. However, we firmly believe it will be successful. A great deal has changed with regard to business with institutional customers in 2010, such as the realignment of Sales at ebase and strengthening of the deposit business. What s next on the agenda here? Diekmann: ebase performed very well in Surplus capacity has been reduced, Sales has been realigned and the offering has been rounded out and expanded to include the first B2B-type banking solutions. The modified account and custody account architecture allows our partners to offer their end customers the complete range of products for asset accumulation from a single source and seamlessly integrate them into their own product assortment. The potential this offers is demonstrated not least by the takeover of custody account administration for around 50 thousand customers of Ampega- Gerling. The deposit volume at ebase is still moderate, but it increased more than five-fold in The combination of account and custody account is very promising and forms the basis for future product development and market strategies. Have the shareholders also benefited from growth in the two business lines? Diekmann: The good news for shareholders is that growth on the customer and product side has not been at the expense of profitability. On the contrary: We spent considerably more on marketing, yet our pre-tax profit still surpassed the previous year. This is attributed to a considerable increase in efficiency, with administrative expenses per customer in the B2C business line down by 9% a year on average since And because our dividend proposal is based on earnings per share, shareholders are participating directly in comdirect s success for the seventh time in a row. This means that shareholders can be happy with 2010, even though the bank s performance did not match that of the SDAX? Diekmann: Including the dividend payment, our shareholders achieved a plus of a good 15%. It is true that the SDAX recorded even stronger gains, but the picture was already very different again in the first few weeks of 2011, when, with a rise of 13.8% in January, comdirect shares outperformed the SDAX. Reitmeyer: The comparison with other banking stocks is more important to us and this shows that overall we have come through the financial market crisis very well. Naturally, a management team always sees latitude for share price gains, however it is not our task to comment on every price fluctuation, but rather to increase the value of the company over the long term. And that is what we are focusing on. Our new product features and Customer Services business hours have the same goal: maximum availability and minimum access obstacles. Carsten Strauß

12

13 Daniel Schneider comdirect is the German market leader in online securities business. Daniel Schneider, Head of Brokerage in Product Management, knows how the bank maintains its lead: with strong price campaigns for traders, an ever-expanding range of securities savings plans and new features.

14 Trading in more than 35,000 leveraged and investment products at a favourable flat fee for six months? Access to 300 funds, over 100 ETFs and more than 150 certificates for securities savings? Investment recommendations for ETF savings plans and fund investments free of charge? All of these were available in 2010 at comdirect, the German market leader in online securities business. comdirect won awards again in We defended our online broker of the year title awarded by brokerwahl.de. We were named best fund broker for the fifth time in a row. And we ranked second place for our business with certificates and exchange traded funds (ETFs). comdirect bank has been active in the online securities business for 15 years and during those years the bank has ranked very highly in service comparisons and investor surveys, often in first place. This is no coincidence, seeing as we expand our offering year after year, both on the technical and product side, for experienced traders and novices, for investors and customers with securities savings plans. For the traders among our Jubiläum customers, 2010 became one thing in particular: more favourable. As early as the first quarter, we celebrated 15 years of success in brokerage with the JubiläumsDepot (anniversary custody account). For a period of six months, new customers in securities business only paid half of the usual order fee; frequent traders with more than 1,250 orders per half year were even able to secure a long-term anniversary flat fee of 7.90 per trade. This has been very well received by customers, comments Daniel Schneider, Head of Brokerage in Product Management. Flat fee users executed considerably more orders on average than usual. The response to our large-scale partner campaign with BNP Paribas, Macquarie Oppenheim and Société Générale launched in the middle of the year was also excellent. By the end of 2010, more than 35 thousand products were traded via our OTC LiveTrading platform at a favourable flat fee of 3.90 (for order volumes over 1,000), including mini-futures on the DAX, warrants on equities and certificates on commodities. This considerably enhanced the appeal of OTC trading, says Schneider. And LiveTrading is already attractive: Its benefits particularly come to the fore when there are strong price fluctuations, as our 27 trading partners issue direct confirmations and refrain from partial executions.

15 Savings plans: combining securities at no additional cost We have extended our offering of ETFs eligible for inclusion in savings plans for those securities investors more interested in long-term asset accumulation rather than daily price fluctuations. And for good reason: listed index funds are transparent, straightforward and inexpensive, and are thus increasingly becoming an integral component of investment strategies. ETFs already accounted for around 6% of savings plan trades in 2010 and the trend is rising. There are now 105 ETFs available to securities savers, 18 more than before. This is one of the most varied offerings for ETF savings plans anywhere, says investment fund expert Henning Seeler. Whether S&P 500, small caps or currencies nearly all major investment strategies can be mapped. Customers can also save using more than 150 certificates and exchange traded commodities (ETCs). In contrast to actively managed funds, ETFs are not managed by a traditional fund manager looking for the best investment opportunities, but instead generally replicate an index and track its movement up and down. It is therefore all the more important to us that investors can easily diversify their portfolios even at low savings rates and that is exactly what our revised price model facilitates: up to five securities can be combined in one savings plan without incurring any additional costs. The new price model is also generally less expensive for most customers as the previous basic fee does not apply and savings plan transactions are now only charged at 1.5% of the order volume. Investors with high savings rates also benefit, since the maximum charge per execution and security is Savings plans offering for ETFs and certificates/etcs Choice of 105 ETFs eligible for inclusion in savings plans Choice of more than 150 certificates/etcs eligible for inclusion in savings plans Fee for savings plan transactions: 1.5% of the order volume, maximum of 4.90 (per security and transaction) No basic fee Minimum investment: 25 (per security) monthly, bimonthly or quarterly Savings rate can be changed or suspended at any time No custody account charges if regular payments made into savings plan Up to five securities can be combined in one savings plan No notice periods Many customers are already utilising the option to combine several securities in one savings plan. comdirect also provides assistance in choosing the right mix and savers can access concrete investment suggestions on the website. The examples, which show three different investor types, were checked by the Institute for Asset Accumulation (Institut für Vermögensaufbau) in Munich. The right choice determines the investment performance, explains Seeler. Naturally this also applies to the active funds business. We have continually updated our FondsDiamanten fund offering a selection of 20 funds with above-average valuations using strict selection criteria; the same is also true for our AktivSparpläne savings plans launched a year ago, which enable investors to invest in 20 actively managed asset management and lifecycle funds in different investment classes with individually tailored savings rates and no front-end load. Attractive partner for traders and customers with securities savings plans For active traders, we will considerably expand brokerage services in For example, the limit functions familiar in stock exchange trading are set to be available in LiveTrading as well by the end of the year. And after extensive preparation, we are planning to launch trading in contracts for difference (CFD) in The successful flat-fee campaign will also be continued at the same attractive terms and conditions in For customers with securities savings plans, we will be expanding the range of ETFs as well as the associated information offering, and in the future there will be a special ETF Informer section.

16 8 > Corporate Governance 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 exceptions. With the support of the Corporate Governance Officer, the Board of Managing Directors and Supervisory Board closely mon i tor developments in the ongoing Corporate Governance discussion and systematically refine the standards in place at comdirect bank. 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 management and control are outlined in the risk report (pages 53 to 61). Information on the compliance function is contained in our Corporate Governance report on pages 13 to 15, while our communication with shareholders is detailed in the section The share in the group management report (pages 48 to 50). 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 interests 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.

17 FOREWORD INTERVIEW CORPORATE GOVERNANCE GROUP MANAGEMENT REPORT CONSOLIDATED FINANCIAL STATEMENTS 9 > Report of the Supervisory Board 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 2010, providing regular advice and monitoring the management of the company. We have comprehensively performed all of the duties incumbent upon the Supervisory Board under the legal framework conditions and regulations, the German Corporate Governance Code (GCGC), the bank s Articles of Association and the Rules of Procedure of the Supervisory Board. The Board of Managing Directors provided us with regular written and oral reports on the situation and development of comdirect bank and its subsidiaries, European Bank for Fund Services GmbH (ebase) and, up until its merger into comdirect on 25 June 2010, comdirect private finance. We requested and received full and timely reports on all major business transactions as well as fundamental issues concerning the business policy, management and corporate planning. We discussed the status of their implementation with the Board of Managing Directors at regular intervals. We were directly involved in all company decisions of vital importance, especially including all measures which may significantly affect comdirect bank s earnings situation, financial situation and assets. As part of our monitoring and control function, all documents submitted or presented to us were checked for plausibility. Questions on material issues were followed up regularly with the relevant contact persons of comdirect bank, particularly the Board of Managing Directors. In addition, the Chairman of the Supervisory Board was continuously 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. 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 in 2010 As in the previous year, the Supervisory Board met at five regularly convened meetings in financial year 2010 on 8 March, before and after the annual general meeting on 7 May, 19 August and 18 November One central topic related to the progress reports on the complus programme launched in 2008, through which the comdirect group intends to continue its dynamic growth in the B2C business line, which includes further developing the product and service offering as well as establishing and expanding independent and transparent advisory models. Another focus was the strategic further development of ebase. The Board of Managing Directors reported to us in detail about the progress of the integration and restructuring process. Following completion of the withdrawal from advisory services through local offices, comdirect private finance AG was merged into comdirect bank AG on 25 June We were regularly informed of the progress of the process related to the merger adopted all of the necessary resolutions. As part of our deliberations, we obtained information on the bank s development on the basis of the medium-term strategy and also looked at the agenda for the following year in detail. The Supervisory Board also regularly examined the risk position of the bank, with one of the main focuses being the discussion on the overall risk strategy in line with the minimum requirements for risk management (MaRisk). We were also provided with information from the Board of Managing Directors on the subject of online security. Furthermore, the comdirect bank 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. Based on a recommendation by the Presiding Committee of the Supervisory Board, we specified the criteria to be used to assess the variable compensation component for the Board of Managing Directors for financial year 2010.

18 10 In addition to face-to-face meetings, the Supervisory Board also adopted resolutions within the scope of a written ballot procedure or conference calls, including resolutions on the reallocation of granted loans as well as changes in the Board of Managing Directors of comdirect bank AG (see page 12). Furthermore, the Supervisory Board also acknowledged the draft agenda for the annual general meeting together with proposals to be put to the annual general meeting, as well as the Corporate Governance Report in advance of the relevant resolution adoption process in the accounts meeting. 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. The Audit Committee of the Supervisory Board met five times in the reporting year on 8 March, before and after the annual general meeting of the bank on 7 May, 19 August and 18 November. The meetings were also attended by a representative from the auditors commissioned for the year-end audit and for the audit review of the interim financial statements respectively. At the meeting on 8 March 2010, the Audit Committee of the Supervisory Board dealt with the preliminary examination of the financial statements and dependency report as well as the neutrality and independence of the auditors of the annual and consolidated financial statements. Topics discussed at the other meetings included the report from the auditors conducting the audit of the interim financial statements. At all meetings, the Audit Committee of the Supervisory Board discussed in depth the status and further development of risk management and the risk position of the bank and its subsidiaries. With regard to the ongoing financial market crisis, the focus was also on the current market and credit risk situation in comdirect s Treasury portfolio as well as the investment of deposits with other companies in the Commerzbank Group and other counterparties in each case. The underlying investment strategy and the plans for greater utilisation of the Commerzbank Group for money market and capital market transactions were regularly discussed by the Audit Committee. Furthermore, the Audit Committee also thoroughly examined essentially credit risks related to bank bonds from the PIIGS eurozone countries. The Audit Committee received the Compliance Officer s report and was informed about the overall audit report from Internal Audit for the financial year. There were no major findings in the reporting year. At the meeting of the Audit Committee on 7 May 2010, the Chairman was authorised to sign the contract commissioning the auditors selected by the annual general meeting to audit the annual and consolidated financial statements, including the management reports as at 31 December Furthermore, the Audit Committee of the Supervisory Board examined the results of the annual custody account/securities Trading Act (WpHG) review and the main points of the audit of the 2010 financial statements and the implementation of additional requirements arising from the Accounting Law Reform Act (BilMoG). It also approved the commissioning of PricewaterhouseCoopers Aktienge sellschaft Wirtschaftsprüfungsgesell schaft, Frankfurt/Main, Hamburg branch, with tax advisory services for financial year The Presiding Committee of the Supervisory Board adopted the following resolutions in 2010 after extensive deliberation in each case. These related to the recommendation to the Supervisory Board to determine the variable compensation for members of the Board of Managing Directors for financial year 2009, as well as the recommendations to the full Supervisory Board regarding changes in the Board of Managing Directors. The Presiding Committee also approved the acceptance of seats on other boards by members of the Board of Managing Directors as well as the reallocation of loans granted to the Commerzbank Group. 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. Efficiency of Supervisory Board activities The Supervisory Board reviews the efficiency of its activities on an annual basis. Following the extensive efficiency review conducted in March 2009, we discussed the current status in our meeting on 8 March The activities of the Supervisory Board and its committees were once again unanimously judged to be efficient. To prepare for the detailed efficiency review in March 2011, it was decided in the meeting on 18 November 2010 to conduct the review with the aid of a questionnaire, as has been done in the past.

19 FOREWORD INTERVIEW CORPORATE GOVERNANCE GROUP MANAGEMENT REPORT CONSOLIDATED FINANCIAL STATEMENTS 11 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 Compliance with the German Corporate Governance Code from the Board of Managing Directors and the Supervisory Board in accordance with Section 161 of the German Stock Corporation Act (AktG). The declaration was approved at our meeting on 10 March 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 18 August The Audit Committee of the Supervisory Board commissioned the auditors elected by the annual general meeting on 7 May 2010, PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, Hamburg branch, to conduct the audit for financial year 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 or between the auditors and comdirect bank and its Board members which could give rise to doubts with regard to their independence. 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 consolidated financial statements and group management report (in accordance with IAS/IFRS), including the underlying bookkeeping for financial year 2010, 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 Directors for the appropriation of the distributable profit were promptly made available to the members of the Supervisory Board. The German public accountants who sign the annual financial statements took part in the meeting of the Audit Committee on 10 March 2011 and the subsequent meeting of the Supervisory Board dealing 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 10 March 2011, the Supervisory Board approved the annual financial statements and consolidated financial statements prepared by the Board of Managing Directors. 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 unqualified 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. 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 management report are presented accurately and that the measures taken by the Board of Managing Directors in accordance with Section 91 (2) of the German Stock Corporation Act (AktG) are conducive to early detection of developments 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.

20 12 Changes in the Board of Managing Directors The former CEO, Michael Mandel, resigned as CEO with effect from the end of 30 November 2010 to take up the position as divisional board member for Private, Business and Wealth Management Customers at Commerzbank AG. Alexander Boldyreff resigned from the Board of Managing Directors with effect from the end of 31 October 2010 to take up the position as CEO of TeamBank AG in Nuremberg. The Supervisory Board approved both resignations upon the recommendation of the Presiding Committee and appointed Dr. Thorsten Reitmeyer to the Board of Managing Directors as CEO for a period of three years with effect from 1 December In addition to extensive professional expertise, Dr. Reitmeyer has many years of experience in the financial sector. The departments overseen by Mr Boldyreff were taken over by CEO Michael Mandel and member of the Board of Managing Directors Carsten Strauß. Following the departure of Michael Mandel, his divisions transferred to the new CEO Dr. Reitmeyer. As CEO, Dr. Reitmeyer is responsible for the Business Development, Marketing & Sales, Product Management & Treasury, and Corporate Communications divisions. Dr. Christian Diekmann continues to be responsible for Finance, Controlling & Risk Management and Institutional Business as well as Internal Audit, Legal Services/Com pliance and as Chairman of the Supervisory Board of ebase for the business line B2B. Carsten Strauß is in charge of Customer Services, Human Resources & Organisation, Process Management and IT as well as Investment Advice and Building Finance. We would like to thank Michael Mandel and Alexander Boldyreff for their strong commitment and outstanding performance for comdirect bank, its employees and its shareholders. We would like to take this opportunity to thank Mr Müller-Gebel for his dedicated commitment to comdirect bank AG since its establishment and for his outstanding performance for the Supervisory Board of comdirect bank AG and its shareholders. Changes in the Board of Managing Directors of Commerzbank AG led to corresponding changes in the internal arrangements of the Supervisory Board of comdirect bank AG and in connection with this, to changes in the composition of the committees of the Supervisory Board. At the meeting of the Supervisory Board on 18 November 2010, Mr Martin Zielke was unanimously elected Chairman of the Supervisory Board and Dr. Achim Kassow his Deputy. Mr Zielke is consequently also the Chairman of the Presiding Committee of the Supervisory Board. As a result of the election of Mr Zielke as Chairman of the Supervisory Board, Dr. Kassow was unanimously elected as Chairman of the Audit Committee at the meeting of the Audit Committee on 18 November 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 their continued excellent performance in financial year Furthermore we would like to thank the staff council for their constructive cooperation at all times. Frankfurt, 10 March 2011 The Supervisory Board Changes in the Supervisory Board Mr Klaus Müller-Gebel resigned from the Supervisory Board and Audit Committee of comdirect bank AG at the end of the annual general meeting on 7 May Mr Georg Rönnberg was byelected to the Supervisory Board by the annual general meeting. In the meeting of the Supervisory Board immediately following the annual general meeting, Mr Georg Rönnberg was elected as a member of the Audit Committee of the Supervisory Board of comdirect bank AG. As a certified public accountant, Mr Georg Rönnberg has many years of experience in the application of financial reporting standards and internal control procedures in addition to extensive expertise.

21 FOREWORD INTERVIEW CORPORATE GOVERNANCE GROUP MANAGEMENT REPORT CONSOLIDATED FINANCIAL STATEMENTS 13 > Joint report by the Board of Managing Directors and the Supervisory Board of comdirect bank in accordance with Section 3.10 of the German Corporate Governance Code Explanations to the new version of the Code The GCGC was supplemented with effect from 26 May 2010, primarily with the aim of facilitating the consideration of diversity when filling supervisory board, management board and management positions in companies, and in particular to strive for an appropriate degree of female representation. Sections (When filling managerial positions in the enterprise, the Management Board shall take diversity into consideration) and (When appointing the Management Board, the Supervisory Board shall also respect diversity) are implemented in full. The first half of 2011 will see the start of a project aimed at increasing the proportion of women in managerial positions in the comdirect group. In the future, we will report on the progress of the project in the Corporate Governance report. At its meeting on 19 August 2010, the Supervisory Board drew up the person specification for its members, including its objectives for the composition of the executive body. The objectives for the composition of the Supervisory Board are as follows: 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, skills and experience to the full extent. Nevertheless, at least one member of the Supervisory Board should be available as a competent contact partner for each aspect of Supervisory Board activity 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 perform the tasks of a Supervisory Board member of a modern retail bank and to maintain and enhance the reputation of comdirect bank in the public domain. Diversity has to be considered when proposing candidates for election. Against the backdrop of the ongoing socio-political debate, no concrete targets were set for the appropriate representation of women on the Supervisory Board, so that despite its commitment to the principle of diversity, comdirect bank deviates from Section clause 3 of the GCGC. Nonetheless, the Board of Managing Directors and the Supervisory Board of comdirect will take greater account of diversity with regard to the composition of the Board of Managing Directors, when filling managerial positions in the enterprise and when proposing candidates for election to the Supervisory Board. As in the previous year, the second deviation relates to Section of the Code. According to this recommendation, 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. 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