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

As a result of the integration of comdirect bank AG including its subsidiaries in the Commerzbank Group, the Board of Managing Directors is oblidged to prepare a dependency report in accordance with Section 312 of the German Stock Corporation Act (AktG).

Under the circumstances known to us at the date on which the company concluded legal transactions and carried out or omitted measures, comdirect bank AG received adequate consideration for each such transaction and suffered no disadvantage from measures either being carried out or not carried out. No measures which must be reported were carried out or not carried out.