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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 suggestions with only a few exceptions. The deviations arise where implementation of some suggestions does not appear reasonable in comdirect bank’s specific situation or where the additional benefit to shareholders appears doubtful.

In Section 3.6, the GCGC suggests that in supervisory boards with codetermination, representatives of the shareholders 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 unnecessary. 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 components 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 a 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.