2 nd ANNUAL IFR EQUITY CAPITAL CONFERENCE 12 November 2010 Equity funding in Germany

1 German ECM market in Western Europe (2010 YTD) German ECM transactions split by type (2010 YTD) Analysis of German ECM deal flow Germany is a strong “European ECM country”; rights issue dominate activity in 2010 Comparison of German ECM products 2009 and 2010 (by volume) Source: Dealogic n/m  216%  166%

2 German ECM volumes driven by balance sheet restructuring German Primary Issues 2010 YTD Case Study: Heidelberger Druckmaschinen Driven by capital intensive industries Type of offering: Rights Issue Transaction volume: €419.3m Subscription ratio: 2 new : 1 old 30.2% discount to TERP Pressure for shareholders to follow their money but significant support required from new investors Structural industry decline Rescue Rights Issue Use of proceeds: Repay credit lines Heavy rights tradingOver 80% of rights were recycledNet debt/EBITDA 2011 post: 2.7x Net debt/EBITDA 2011 pre: 3.2x 99.85% take-up ratio Geographical split of investors contacted by Commerzbank Share Price Development Industry Split* Use of Proceeds* Investors contacted by Commerzbank Source: Dealogic. * Based on Size of transaction - Below EUR5bn (excludes Deutsche Bank rights issue) Other 2% Healthcare 8% Utility & Energy 2% Autos / Industrials 69% Financial 4% Real Estate / Construction 5% Electronic 11% Acquisitions 6% General Corp. Purposes 4% Growth 7% Repay debt / Restructuring 84% International 88% Germany 12% New Investors 79% Existing shareholders 21%

3 Investor preference for de-risked opportunities (1) Brenntag IPO – 29 Mar 2010: €747.5m Secondary – 1 Oct 2010: €668m Estimated demand Source: Dealogic, IFR, Commerzbank Price €50 (just below mid-point of €46 - €56 range) 70% primary and 30% secondary shares 29% free float after the IPO 10 days investor education, 9 days bookbuilding Books ~ 3 - 4x covered Discount to fair value IPO price: 15.7% Price range: 5.6% % Price €60.75 Discount to previous close 0.4% Premium to IPO price 21.5% 258 days trading Transaction represented 73.5% of pre-deal free float Speed: overnight accelerated bookbuilding Estimated demand Share Price Development Premium to IPO price 21.5% 2 corporate results announcements since IPO 6 months trading history IPO market still not fully-functioning relative to market opportunities for listed companies IPO price Placing price Placement

4 Investor preference for de-risked opportunities (2) IPO market still not fully-functioning relative to market opportunities for listed companies Kabel Deutschland IPO – 19 Mar 2010: €660m Secondary – 30 Sep 2010: €413m Source: Dealogic, IFR, Commerzbank Price €22 (low end of € €25.50 range) 100% secondary shares 38% free float after the IPO 10 days investor education, 9 days bookbuilding Books ~ 1 - 2x covered Discounts to fair value IPO price: 20.1% Price range: 7.4% % Price €27.50 Discount to previous close 3.8% Premium to IPO price 25% 100 days trading Transaction represented 50% of pre-deal free float Speed: overnight accelerated bookbuilding Estimated demand Share Price Development Placement Premium to IPO price 25% 2 corporate results announcements since IPO 6 months trading history IPO price Placing price

5 How “German” is the German IPO market? Significant international presence in Index stocks magnified in ECM transactions DAX (top 30 listed companies) MDAX (next 50 listed companies) Holdings by investor country IPOs raising > €500m IPOs raising €100m - €500m Investors by country (Commerzbank estimates) Source: Dealogic, Commerzbank

6 Speed Why are German investors less prominent in German deals? ABBs require speedy decision-making; IPOs require intensive education and model-building the largest funds have both the resources (manpower and uninvested capital) and internal processes to place game- changing orders quickly Investment banks (whether on risk or not) are motivated to build early momentum for best execution focus early attention on investors that can make a difference; supplement with long-tail to maximise price tension Pilot-fishing and other test marketing also give the largest investors an added timing advantage Possible reasons for the market dynamic * Source: European Fund and Asset Management Association (EFAMA), Q Dispersion of AuM High concentration in German fund management: the top 10 funds manage 75% of equity AuM Low relative equity assets: German equity funds total USD 123bn (44% of assets invested) vs. UK equity fonds of USD 417bn (61% of assets invested)* insufficient domestic depth alone, with a well-covered deal requiring 'power investors' Large and growing universe of high-value investors located in London and New York (both long and hedge) with funds targeting opportunities in Germany stock selection based on sector, market value or style (also region but rarely country)

7 Selling “Germany” to the world requires an international platform Commerzbank’s distribution platform Investor Relations focus at side Germany Research organised into German focus-sectors Commerzbank ECM track-record in 2010 Frankfurt London New York Mid-Caps Large Caps European core sectors Automotive Steel & Capital Goods Power & Utilities Chemicals TMT Transport & Logistics German core sectors Consumer / Retail Life Science Real Estate Financials Construction Utilities 3 dedicated equity sales hubs 100 Research specialists including more than 30 equity analysts covering over 200 stocks (100% of DAX and MDAX) #1 for Germany Country Analysis – Extel Surveys 2010 German Mid Cap Day London German Investment Seminar New York German Mid Cap Day New York Our platform delivers “German insight” from German sectors on a global basis 120 corporate roadshows in the last 12 months 87% of DAX represented at CEO/CFO level (Jan 2011)

Postanschrift: Frankfurt am Main Phone+49 (0)69 / Headquarter Kaiserplatz Frankfurt am Main Germany Ute Gerbaulet Global Head of Equity Capital Markets Phone Mail Dan Oakes Head of International ECM Origination Phone Mail