Commerzbank AG — AGM Information 2009

May 16, 2009

News Details

Corporate | 16 May 2009 21:19

Commerzbank AG: Annual General Meeting 2009 approves capital increase to allow for SoFFin participation

Commerzbank AG / AGM/EGM/Capital Increase

Release of a Corporate News, transmitted by DGAP – a company of EquityStory

AG.

The issuer / publisher is solely responsible for the content of this announcement.

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– Approximately 295 million new shares to be issued at EUR 6 each without

subscription rights

– Helmut Perlet, Nikolaus von Bomhard and Edgar Meister elected to the

Supervisory Board

– Board of Managing Directors and Supervisory Board with a 97% majority

approved

The Commerzbank Annual General Meeting has decided today to increase the

bank’s share capital by approximately 295 million new shares with a nominal

value of EUR 2.60 each to a total of around 1,181 million shares (item 10

of the agenda). The new shares will be issued at a price of EUR 6 per share

without pre-emptive rights. The new shares will be acquired by the

Financial Market Stabilization Fund (SoFFin) at issue price. On Friday,

May 15, 2009, the XETRA closing price of the Commerzbank share was at

EUR 5.14. A 97.7% (322.9 million shares) majority of the represented share

capital of approximately 342.5 million shares voted in favour of the

capital increase.

‘With a Tier 1 ratio of around 10%, Commerzbank is weatherproof and will

implement its new strategy without delay. We will set up our business

along the ‘Roadmap 2012′. A profitable customer bank, this is our focus,’

said Martin Blessing, Chairman of the Board of Managing Directors of

Commerzbank. The shareolders approved the Board of Managing Directors and

the Supervisory Board with a 97% majority. As proposed, Helmut Perlet,

Nikolaus von Bomhard and Edgar Meister were elected members of the

Supervisory Board of Commerzbank and took office at the end of the Annual

General Meeting (item 6 of the agenda), while Klaus Müller-Gebel, Heinrich

Weiss and Friedrich Lürßen stepped down from the Supervisory Board of

Commerzbank as planned. ‘I am looking forward to working with Nikolaus

von Bomhard, Helmut Perlet and Edgar Meister,’ said Klaus-Peter Müller,

Chairman of the Supervisory Board of Commerzbank. ‘I would like to thank

Klaus Müller-Gebel, Heinrich Weiss and Friedrich Lürßen for their

long-standing support, their advice and, in particular, their strong

commitment.’

The Annual General Meeting has adopted two resolutions authorizing the

Board of Managing Directors to increase the share capital by up to 670

million shares and 460 million shares respectively by May 14, 2014, through

the issue of new shares (authorised capital according to items 8 and 9 of

the agenda). Two authorisations for capital-raising measures, which expired

at the end of April 2009, will thus be replaced. In addition, a resolution

for a conditional capital amounting to up to 150 million shares was approved,

which allows SoFFin to keep its share in Commerzbank in the case of future

capital increases through full or partial conversion of its silent

participation. Agenda items 1 to 5, 7 and 14 to 16 as well as 18 (approvals,

regulations, and amendments to the articles of association) were also

approved as proposed by the Board of Managing Directors and Supervisory

Board. The request from minority shareholders (items 17 and 19 of the

agenda) proposing that confidence be withdrawn from the Chairman of the

Board of Managing Directors Martin Blessing and the request for a special

audit have been disapproved.

The voting results for all items of the agenda (in German) will be

published on the following website:

https://www.commerzbank.de/en/hauptnavigation/aktionaere/haupt/hauptversam

mlung_1.html

Contact:

Commerzbank AG

Group Communications

Tel.: +49 69 136 – 22830

mediarelations@commerzbank.com

16.05.2009 Financial News transmitted by DGAP

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Language: English

Issuer: Commerzbank AG

          Kaiserplatz

          60261 Frankfurt am Main

          Deutschland

Phone: +49 (069) 136 20

Fax: –

E-mail: ir@commerzbank.com

Internet: www.commerzbank.de

ISIN: DE0008032004

WKN: 803200

Indices: DAX, CDAX, HDAX, PRIMEALL

Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard),

          Hannover, München, Hamburg, Düsseldorf, Stuttgart;

          Terminbörse EUREX; Foreign Exchange(s) London, SWX

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