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Acquisition Offer to the Shareholders of comdirect bank Aktiengesellschaft

Disclaimer – Legal Notices

You have entered the website which Commerzbank Inlandsbanken Holding GmbH has designated for the publication of documents and information in connection with the acquisition offer to acquire all shares of comdirect bank Aktiengesellschaft Aktiengesellschaft.

Shareholders of comdirect bank Aktiengesellschaft are kindly requested to read and acknowledge the following legal notice on this page before going on to the pages containing information about the acquisition offer.

Important Legal Information

On 26 September 2019, Commerzbank Inlandsbanken Holding GmbH (the "Bidder") published its decision to launch an acquisition offer to the shareholders of comdirect bank Aktiengesellschaft (the "comdirect Shareholders") to acquire all shares in comdirect bank Aktiengesellschaft by way of an acquisition offer (the "Acquisition Offer").

On the following pages you will find the publication of the decision to make the Acquisition Offer in accordance with Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") a. After approval of its publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") this website will also contain the offer document and other information regarding the Acquisition Offer.

The Acquisition Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Acquisition Offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator.

comdirect Shareholders in the United States (the "U.S. Shareholders") should note that this Acquisition Offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the shares of which are not registered under Section 12 of the Exchange Act. The Acquisition Offer is being made in the United States in reliance on the Tier 1 exemption from certain requirements of the Exchange Act and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Acquisition Offer is subject to U.S. securities laws, such laws only apply to holders of shares in comdirect bank Aktiengesellschaft in the United States, and no other person has any claims under such laws.

If shareholders are residing in a country outside of Germany, it may be difficult for them to enforce rights and claims arising outside of the laws of this country of residency, since comdirect bank Aktiengesellschaft is incorporated in Germany and some or all of its officers and directors may be residents of a country other than the respective shareholders' country of residency. Shareholders may not be able to sue, in a court in their country of residency, a foreign company or its officers or directors for violations of the laws of the respective shareholders' country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court of the shareholders' country of residency.

All information contained on, or accessible through, this website is for information purposes as well as the purpose of complying with the provisions of the WpÜG, the pertinent regulation (WpÜG-Angebotsverordnung) and other legal requirements applicable in relation to the Acquisition Offer. The Bidder does not assume any obligation to keep the information and documents which are made available up to date unless required by applicable laws. Announcements made on this website do not constitute an invitation to make an offer to sell shares in comdirect bank Aktiengesellschaft and do not contain, and are not for the purposes of the Bidder making any representations or entering into any other legal commitments. The announcements made on this website also do not constitute an offer to purchase shares in comdirect bank Aktiengesellschaft. The terms and conditions of the Acquisition Offer as well as further provisions regarding the Acquisition Offer are contained solely in the offer document, which will be published on the following pages. The final terms of the Acquisition Offer may differ from the basic information described on the following pages. comdirect Shareholders are strongly recommended to read the offer document and all documents in connection with the Acquisition Offer as they are published, since they will contain important information.

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