COMMERCE BANCSHARES, INC.

David W. Kemper Chairman and Chief Executive Officer

ANNUAL SHAREHOLDER MEETING

APRIL 19, 2017

A number of statements we will be making in our presentation and

in the accompanying slides are “forward-looking statements”

within the meaning of the Private Securities Litigation Reform Act

of 1995, such as statements of the Corporation’s plans, goals,

objectives, expectations, projections, estimates and intentions.

These forward-looking statements involve significant risks and

uncertainties and are subject to change based on various factors

(some of which are beyond the Corporation’s control). Factors that

could cause the Corporation’s actual results to differ materially

from such forward-looking statements made herein or by

management of the Corporation are set forth in the Corporation’s

2016 Report on Form 10-K and the Corporation’s Current Reports

on Form 8-K.

CAUTIONARY STATEMENT

3

Nine key markets St. Louis Central Missouri Tulsa

Kansas City Central Illinois Oklahoma City

Springfield Wichita Denver

Commercial offices Cincinnati Dallas Indianapolis

Nashville Des Moines Grand Rapids

ABOUT COMMERCE BANCSHARES

Super-Community Bank founded in 1865

38th largest U.S. bank based on

asset size1

$25.6 billion in assets

$21.1 billion in total deposits

$43.1 billion in Trust assets

Source: 1SNL Financial as of 12/31/2016

Company reports and filings as of 12/31/2016

FOUNDED IN 1865 AND OVER 150 YEARS OF…

Branch Footprint Extended Commercial Markets

Commercial Payment Services 184 branches and 378 ATMs

152 thousand mobile customers

thousand active online banking customers

396

9

7

6

5

4 3

2 1

3

1

2

8

4 5

6

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SUPER-COMMUNITY BANK PLATFORM

• Sophisticated payment system capabilities

• Broad consumer product offerings

• Private Banking; Trust; Capital Markets

• Shareholder driven and strong financial performance

• Competitive on unit costs

• Responsive to customer needs and changing preferences

• Core values embraced by employees

• Award winning customer service

• Focus on the full client relationship

Customer relationship-based

We ask, listen and solve.

High performing teams and engaged workforce

Investment in distinctive, high-return businesses

Long history of top quartile credit quality metrics

Disciplined approach to acquisitions

Focus on operational efficiencies

A CONSISTENT STRATEGY WITH A LONG TERM VIEW

Community Bank Super-Regional Bank

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WE ARE CUSTOMER FOCUSED

Smooth sailing. When Hobie Cat Co. introduced the world’s first stand-up “pedal board,” customer demand was overwhelming. To ratchet up production, the iconic watercraft company would need a significant influx of cash. Fortunately, its owners knew exactly where to find it.

A healthcare solution that pays. Gundersen Health System in La Crosse, Wisconsin processes thousands of payments each year. An automated accounts payable system from Commerce has now made paying many of those bills much less time consuming – and more profitable.

Not business as usual. As Hunt Midwest started making plans for a one million-square-foot expansion of its massive underground business park, the developer feared interest rates might rise before it was ready to begin. Then Commerce had an idea.

5

WE ARE CUSTOMER FOCUSED

Fueling the success of a family business. When 33 Missouri convenience stores came on the market in 2016, Wallis Companies had the chance to nearly double its size. But first, it needed sound business advice, as well as financing. Commerce delivered both.

A mile-high hotel success. When financial markets froze in 2009, two brothers who had successfully operated hotels since 1981 hit one brick wall after another while seeking financing for a new Denver hotel. Then they met with Commerce Bank.

A healthier approach. Just two years ago, it took the accounts receivable staff at Hannibal Regional Healthcare System up to six hours to reconcile each day’s payments. Today, it takes just 30 minutes. The difference? A healthcare payment processing solution from Commerce Bank.

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Refining a relationship. The owner of Asphalt & Fuel Supply reluctantly left the bank he was happy with a few years ago when that bank’s capacity could not keep up with his businesses' needs. In 2013, he returned to that bank when it was acquired by Commerce. He’s glad to be back with a bank that shares his companies’ values.

Milling success. When commodity prices rise, some flour mills worry they won’t be able to get the credit they need to buy grain. Knappen Milling is no longer one of them, after switching to a bank with deep roots in the grain and milling industry – Commerce Bank.

Growth is the best medicine. Dr. Carlos Palmeri was a young medical resident when he and his fiancée, Maria, immigrated to the United States from Argentina in 1975. More than 40 years later, the doctors are living the American dream as the owners of a family medical practice and an urgent care center. Their bank is Commerce.

WE ARE CUSTOMER FOCUSED

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Giving

to our VALUES

• Engaged, long-term leadership team

• Focus on people and talent development

• Knowledge of customers and markets

• Collaboration drives sales across business lines

• Focus on EPS growth

• Investing in the communities in which we operate

A STRONG EMPHASIS ON CULTURE

ENABLES EXECUTION OF CORPORATE STRATEGIES

We have a long term

iew

• Provided almost $4 million in community

support2

• Rated “outstanding” from the Federal

Reserve for community reinvestment

• Employees heavily engaged in the

communities we serve

74%

79%

U.S. High

Performance Norm Commerce

1The Hay Group – 2016 survey results 2Commerce and its related foundation

2016 Employee Engagement1

We collaborate as

ne team

We act with ntegrity

We are ustomer focused

We strive for xcellence

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ECONOMIC THEMES • Expectations are elevated for the U.S. economy despite

subpar growth in the first quarter.

• While the underlying economic fundamentals have yet to change materially, the markets reflect the potential for a pro-growth, reflationary administrative agenda.

• With economic activity improving, and risk assets firmly bid, we currently anticipate two additional Fed Funds rate hikes in 2017.

Source: Commerce Trust Company, U.S. Bureau of Economic Analysis, Bloomberg

U.S. Real GDP Employment

-1,000

-800

-600

-400

-200

0

200

400

600

-7%

-6%

-5%

-4%

-3%

-2%

-1%

0%

1%

2%

3%

2016 2014 2012 2010 2008 2006 2004 2002 2000

Monthly Increase (left axis)

3 Month Change (right axis)

-5.0%

-4.0%

-3.0%

-2.0%

-1.0%

0.0%

1.0%

2.0%

3.0%

4.0%

5.0%

6.0%

7.0%

8.0%

9.0%

1989 1985 1981 1977 1973 2017 2013 2009 2005 2001 1997 1993

Y-O-Y (left axis)

"Sustainable" Trend Growth

10-year Average

9

THEMES IN THE BANKING INDUSTRY

• The traditional brick and mortar retail branch network remains relevant, but right sizing the cost is a priority

• Expectation of regulatory scrutiny regarding aggressive sales practices; reputations at risk for some banks

• Hopeful for regulatory relief but acknowledging it is not at the top of the priority list for the new administration

• Managing deposit portfolios in a rising rate environment

• Enhancing the digital experience - better, faster, seamless and more secure

• Fintechs no longer viewed only as a threat as banks and fintech providers look for partnership opportunities

• Continued threats of fraud and cyber security driving big investments to improve security and authentication

• Increased investments in innovation and an ongoing emphasis on reducing operating costs

• Introduction of new technologies, automated processes and the need to replace aging core systems

COMPLIANCE

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Disciplined focus on priority blue chip investments • Super-Community Bank platform

• Relationship-based banking

• High-touch customer service

• Full suite of product and service offerings

• Disciplined attention to risk return

• Divest in businesses & activities that no longer provide acceptable returns

• A highly engaged workforce

• Focus on profitability and shareholder return

MAINTAINING THE BALANCE

…emphasis on culture, collaboration & core values

Expansion Market Growth

Transform the Retail Model

Enhance Private Client Model

Health Services Financing

Claims Payments

Supply Chain Finance

Commerce Bank Mortgage

Enterprise CRM

Succession Planning

Funding Future Growth

CUSTOMER FOCUSED

Strong performance; ongoing refinement of the “Core Bank”

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COMMERCIAL BANKING GROWTH IN EXPANSION MARKETS

EXPANSION MARKETS OFFERING GROWTH OPPORTUNITIES

Period end balances

12

$500

$2,000

$1,500

$1,000

$0

$1,091

2013

$962

2012

$608

2016

$1,541

2015

$1,338

2014

Cincinnati Oklahoma Nashville Denver Dallas

Expansion Market Loan Growth $s in billions

15.3%

7.8%

Expansion Markets Total Company

Loan Growth 2016 vs 2015 $s in billions

Source: Nilson Reports (Debit: April 2016; Consumer Card: February 2016; Prepaid: July 2016; Merchant: March 2016; Purchasing: June 2016; Commercial Card June 2016), based on the top 50 U.S. banks ranked by total assets as of 12/31/2016, SNL Financial

CARD PRODUCTS – A LEADER AMONGST U.S.BANKS

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A FULL SUITE OF INNOVATIVE CARD AND PAYMENT PRODUCT OFFERINGS

Commercial Card Issuer

#11

Purchasing Card Issuer

#7

Bank Acquirer

#10

Consumer Card

#13

Debit Card

#19

Supply Chain

Finance

Health Services

Financing

CONSISTENTLY RANKED AMONG THE TOP ISSUERS IN THE NILSON REPORT

Claims Payments

Multi Account

Chip Co-Brand toggle®

Prepaid Expense

13

Prepaid Card

#13

*Source: SNL & FIS as of 12/31/2016

FEE INCOME REACHES 42% OF TOTAL REVENUE

Peer Banks include: ASB, BKU, BOKF, CFR, FHN, FNB, FULT, HBHC, IBKC, ISBC, MBFI, PB, SNV, TCB, UMBF, UMPQ, VLY, WBS, WTFC

$474

$448$437

$419$400

$500

$450

$400

$350

2016 2015 2014 2012 2013

58%

14%

9%

Balanced mix of interest and non-interest income

Continued focus on growing fee income through new and existing product and services offerings

Examples:

• Toggle™

• Remitconnect™

• Supply chain finance

• Insurance claims payment processing

• Accounts Payable automation

• Swaps

Non-Interest Income $ - millions

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58%

11%

7%

2%

13%

9%

Commerce Bank*

Net Interest Income

Wealth Management

Deposit Service Charges

Fees And Commissions

Card Income

Other

70%

6%

6% 4%

3% 11%

Peer Banks*

32%

6%

20%

17%

19%

6%

Commerce Bank*

Business Loans

Construction

Business RE

Residential RE

Consumer/HELOCs

Credit Card

Loans Held for Sale

WELL-DIVERSIFIED LOAN PORTFOLIO

$13,427

$12,444

$11,469$10,957

$9,840

7,000

8,000

9,000

10,000

11,000

12,000

13,000

14,000+8.1%

2016 2015 2014 2013 2012 Period end December 31, 2016 Peer Banks include: ASB, BKU, BOKF, CFR, FHN, FNB, FULT, HBHC, IBKC, ISBC, MBFI, PB, SNV, TCB, UMBF, UMPQ, VLY, WBS, WTFC

*Source: Financial Information Systems data as of 12/31/2016

Period End Loan Growth $s in millions 2016 Loan Growth came

from… DOLLARS %

Business RE $ 288 12%

C&I 263 9%

Construction 167 28%

Personal RE 96 5%

Lease 61 13%

Auto/consumer 54 2%

Tax-free 54 7%

15

31%

5%

34%

18%

11% 1%

Peer Banks*

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STRONG FINANCIAL PERFORMANCE IN 2016

Revenue growth

7%

Market capitalization

$5.9B

Growth in Earnings per Share

7%

6%

Deposit growth $1.1 billion

8%

Growth in loans $983 million

.25%

Net loan charge-offs to loans

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1 year TOTAL RETURN ON COMMON STOCK 45%

Long term performance remains strong

10 year TOTAL SHAREHOLDER RETURN @ 9.66%

2016 YEAR END EARNINGS

$ in millions 2015A 2016A Actual

% Incr.

Net interest income $ 634.3 $ 680.0 7%

Non-interest income 448.1 474.4 6%

Total revenue 1,082.4 1,154.4 7%

Securities gains/(losses) 6.3 – (100%)

Non-interest expense (676.5) (717.1) 6%

Provision for loan losses (28.7) (36.3) 26%

Pretax income 383.5 401.0 5%

Income taxes (116.6) (124.1) 6%

Net income $266.9 276.9 4%

Non-controlling int. exp. (3.2) (1.5) NM

Net inc attrib. to Commerce 263.7 275.4 4%

Less preferred stock div. (9.0) (9.0) 0%

Net inc avail. to common stock 254.7 266.4 5%

Diluted EPS $ 2.43 $ 2.61 7%

ROA 2015: 1.11% 2016: 1.12%

ROE 2015: 11.43% 2016: 11.33%

Efficiency Ratio 2015: 62.34% 2016: 61.98%

Cash Dividends 2015: $0.816 2016: $0.857

Ending Stock Price 2015: $40.51 2016: $57.81

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FINANCIAL HIGHLIGHTS QTD MARCH 31, 2017

$ millions (except EPS) 1Q2016 1Q2017 %

change

Net Income attrib to Commerce $65 $72 9.3%

Return on Assets 1.07% 1.15% 7.5%

Return on Common Equity 11.20% 11.74% 4.8%

Efficiency Ratio 62.62% 63.14% 0.8%

Average Loans $12,596 $13,537 7.5%

Average Deposits $20,054 $21,023 4.8%

Diluted EPS* $0.62 $0.68 9.7%

*Per shares figures have been restated for 5% stock dividend distributed in December 2016

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COMMERCE BANK MAINTAINS SOLID PERFORMANCE OVER TIME

2.0%

1.5%

1.0%

0.5%

0.0%

2016 2015 2014 2013 2012 2011 2010 2009 2008 2007

Return on Assets

Return on Equity

-5.0%

0.0%

5.0%

10.0%

15.0%

2016 2015 2014 2013 2012 2011 2010 2009 2008 2007

Large Banks Peer Banks Commerce Bank

Source: SNL Financial; data as of 12/31/2016; CBI 2015 & 2016 numbers via internal reporting

Peer Banks include: ASB, BKU, BOKF, CFR, FHN, FNB, FULT, HBHC, IBKC, ISBC, MBFI, PB, SNV, TCB, UMBF, UMPQ, VLY, WBS, WTFC; Large Banks include: JPM, BAC, C, WFC USB, PNC, FITH, RF

ROA 10-yr average

CBSH: 1.19% Peers: 0.64%

ROE 10-yr average

CBSH: 11.73% Peers: 5.66%

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Dividends per share

*Including 2012 special dividend = $1.90 All data has been restated for 5% stock dividend distributed in December 2016 Source: Corporate Finance

LONG TERM VIEW: NET INCOME AND EARNINGS PER SHARE

Net

Incom

e

$ 0

00

s

1.00

1.20

1.40

1.60

1.80

2.00

2.20

2.40

2.60

2.80

150

200

300

100

$350

250

50

2016 2015 2011 2013 2010 2009 2012 2014 2007 2008

Net Income Earnings Per Share

$0.86 $0.61 $0.65 $0.65 $0.67 $0.69 $0.72* $0.74 $0.78 $0.82

2017 MARKS THE 49TH CONSECUTIVE YEAR OF DIVIDEND GROWTH

Earn

ings p

er

Share

20

Source: Index data from Bloomberg; Commerce data from company filings; all data as of 12/31/2016

Total Shareholder Returns Indexed, 12/31/2006 = 100

Consistent, positive returns to shareholders Significant outperformance relative to banks over long period

0

50

100

150

200

250

300

350

2006 2008 2010 2012 2014 2016

S&P

KBW BANK INDEX

NASDAQ BANK INDEX

COMMERCE BANK

-10%

0%

10%

20%

30%

40%

50%

10 Year 5 Year 3 Year 1 Year

KBW Bank Index

NASDAQ Banks

S&P 500

CBSH

Annualized Comparison Total Shareholder Returns Percent

45.31% 16.43% 17.33% 9.66%

11.92% 8.85% 14.63% 6.95%

37.85% 16.33% 21.49% 3.59%

28.42% 12.17% 20.91% (0.12%)

STEADY SHAREHOLDER RETURNS (as of December 31, 2016)

21

$100 invested

in Commerce stock in

2006 would be worth

$251 in 2016 compared to

$99 if invested in the

KBW Bank Index.