2nd ANNUAL IFR EQUITY CAPITAL CONFERENCE

12 November 2010

Equity funding in Germany

2

13.8

23.0

Total (bn €)

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

2009 2010

20%

4%

19%

0%2% 3%10% 12%

57%74%

Equity Linked Capital Increase Secondary Placing IPO Rights Issue

n/m

216%

166%

3

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 IssueTransaction volume: €419.3m Subscription ratio: 2 new : 1 old30.2% 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 trading Over 80% of rights were recycled Net 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

05

1015202530

2007 2008 2009 2010

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%

Germany12% New Investors

79%

Existing shareholders

21%

4

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

International95%

Germany5%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% - 22.4%

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

International85%

Germany15%

Estimated demand

Share Price Development

45

50

55

60

65

70

Mar-10

May-10

Jun-10

Aug-10

Sep-10

Nov-10

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

5

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

International98%

Germany2%Price €22 (low end of €21.50 - €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% - 21.9%

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

International90%

Germany10%

20

25

30

35

Mar-10

May-10

Jun-10

Aug-10

Sep-10

Nov-10

Estimated demand

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

6

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 Holdings by investor country

IPOs raising > €500m IPOs raising €100m - €500m

Investors by country (Commerzbank estimates) Investors by country (Commerzbank estimates)

International85–90%

Germany10–15%

International75–80%

Germany20–25%

Source: Dealogic, Commerzbank

7

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), Q2 2010

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 20-30 '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)

8

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 Mid-CapsLarge Caps

European core sectors

Automotive

Steel &Capital Goods

Power & Utilities

Chemicals

TMT

Transport & Logistics

Germancore 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 months87% of DAX

represented at CEO/CFO

level (Jan 2011)

Postanschrift:60261 Frankfurt am MainPhone +49 (0)69 / 136-20Mail info@commerzbank.com

HeadquarterKaiserplatzFrankfurt am MainGermanywww.commerzbank.de

Ute GerbauletGlobal Head of Equity Capital Markets

Phone +49 69 136 22974Mail ute.gerbaulet@commerzbank.com

Dan OakesHead of International ECM Origination

Phone +44 20 136 7475 3802Mail daniel.oakes@commerzbank.com