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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 four times in the reporting year on 14 March, after the annual general meeting of the bank on 9 May, on 23 August and 22 November. 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 14 March 2012, 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. In addition, the report from the auditors conducting the review of the interim financial statements was discussed at the other meetings.

At all meetings, the Audit Committee of the Supervisory Board discussed in depth the status and further development of risk management and the risk status of the bank and its subsidiary. The focus was also on the investment of deposits with other companies in the Commerzbank Group and other counterparties. The underlying investment strategy and the plans regarding the continued intensive use 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 information 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 9 May 2012, the Chairman was authorised to sign the contract commissioning the auditors, PwC, 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 2012. During the year, the Audit Committee obtained information on tax issues, and in August and November on the activities of Internal Audit.

Furthermore, in November it approved the commissioning of PwC, PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, Hamburg branch, with tax advisory services for financial year 2013. 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, deposit insurance scheme audit and foreign trade audit as well as the main areas of the audit of the annual financial statements 2012.

The Audit Committee also used the written circulation procedure to adopt resolutions regarding the commissioning of PwC, PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt/Main, to prepare a legal opinion on tax issues.

The Presiding Committee of the Supervisory Board adopted resolutions in 2012 by means of the written circulation procedure and detailed conference calls as well as in extraordinary meetings on 22 February, 27 March, 9 May and 22 November. The topics discussed included the recommendation to the Supervisory Board to determine the variable compensation component for the members of the Board of Managing Directors for financial year 2011 and consideration of the Compensation & Benefit Policies for the compensation systems for the Board of Managing Directors of comdirect bank AG. Other resolutions related to the recommendations to the full Supervisory Board regarding changes in the Board of Managing Directors and specification of the criteria to be used to assess the variable compensation component for the Board of Managing Directors for financial year 2013. 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.

The activities of the committees were reported on in detail to the full Supervisory Board. The Supervisory Board has not formed any committees other than the Presiding Committee and the Audit Committee.