Commerzbank AG — AGM Information 2011

Apr 8, 2011

News Details

Corporate | 8 April 2011 15:48

Commerzbank issues invitation to its Annual General Meeting on May 6, 2011

Commerzbank AG / Key word(s): AGM/EGM/Corporate Action

08.04.2011 / 15:48

Commerzbank issues invitation to its Annual General Meeting on May 6, 2011

– Resolutions concerning corporate action for redeeming the silent

participations of SoFFin

– Revocation of existing authorisations and creation of new authorised

capital and conditional capital

Commerzbank invites its shareholders to its Annual General Meeting in

Frankfurt’s Jahrhunderthalle on Friday, May 6, 2011. The agenda includes

the usual formalities such as presentation of the consolidated and

individual financial statements for 2010 (item 1), approval of the actions

of the corporate bodies (item 2, 3) and the election of the auditor of the

annual accounts (item 4, 5).

The following additional items on the agenda should be emphasised:

Report on the transaction for redemption of the silent participations of

SoFFin (item 6)

As is known, Commerzbank plans to redeem the majority of the silent

participations of the Financial Market Stabilisation Fund (SoFFin) in the

amount of EUR 16.2 billion by June 2011. In this regard, the Bank is

planning a corporate action comprising two steps, with a total volume of

EUR 11.0 billion. It is planned that once the first and second step have

been implemented, SoFFin will maintain its stake in the share capital of

Commerzbank of 25% plus 1 share. A resolution is not required for the

report of the Board of Managing Directors on the composite transaction to

redeem the majority of SoFFin’s silent participations.

Reduction of each share’s arithmetical quota of subscribed capital (item 7)

The proposal for the Annual General Meeting will foresee a new arithmetical

quota per share in the share capital. Therefore EUR 2.1 billion of the

subscribed capital stated in the annual financial statements of Commerzbank

AG according to German GAAP as of December 31, 2010 (totalling EUR 3.5

billion) are to be placed in the non-distributable capital reserves. This

balance-sheet measure has no effect on the level of equity capital or the

number of shares issued. Commerzbank shares have no nominal value. The

measure will therefore only result in the reduction of the arithmetic quota

of a share within the subscribed capital from EUR 2.60 to EUR 1.00.

Conversion right in favour of SoFFin, creation of a conditional capital

pursuant to the German Financial Market Stabilisation and Acceleration Act

(FMStBG) (item 8)

In the first stage of the planned corporate action Commerzbank AG will

create up to around 1.0 billion Conditional Mandatory Exchangeable Notes

(CoMEN). Investors, who held Commerzbank shares on April 6, 2011 (close of

markets) have been granted purchase rights; this means they can purchase

one CoMEN for each share they hold. SoFFin does not have purchase rights.

According to the pertinent resolution passed by the Annual General Meeting,

CoMEN are to be exchanged for new bearer shares. The new shares required

for this are to be created by converting the silent participations of

SoFFin. In return, SoFFin is to receive the gross proceeds from the

placement of the CoMEN. In order to maintain its stake of 25% plus 1 share

and depending on the volume of the transaction, however, SoFFin will

convert additional silent participations in into up to 335 million

Commerzbank shares. To achieve this, new conditional capital in the amount

of up to around 1.3 billion bearer shares (Conditional Capital 2011/I) and

a corresponding conversion right for SoFFin is to be created. The exact

number of CoMEN and their purchase price are to be determined at the end of

the purchase period (bookbuilding), which is expected to be on April 13,

2011. The issue price of the new shares from the new conditional capital is

to be equal to the purchase price of the CoMEN.

Share capital increase pursuant to the German Financial Market

Stabilisation and Acceleration Act (FMStBG) (item 9)

The second step of the planned corporate action is to follow promptly after

the Annual General Meeting in the form of a capital increase with

subscription rights. This capital increase is to be proportioned so that

the silent participations can, through the two stages combined, be repaid

in the total amount of EUR 11.0 billion. The new shares are expected to be

offered to the existing shareholders including SoFFin for subscription from

the end of May 2011 to the beginning of June 2011. Shares created as a

result of the conditional capital to be resolved under item 8 are also

eligible for subscription rights. The new shares are entitled to dividends

as of January 1, 2011. SoFFin is to contribute silent participations in the

corresponding amount instead of a cash contribution. The proceeds from the

capital increase will be used to repay silent participations after

deduction of the issue costs. The subscription price per share is

determined by the Board of Managing Directors, subject to the approval of

the Supervisory Board, taking into account market conditions. The final

number of new shares results from the ratio of the total issue proceeds

sought for repaying SoFFin (EUR 11.0 billion) less the transaction volume

achieved in the first step to the subscription price. The subscription

ratio depends on the final number of shares offered.

Cancellation of the Authorised Capital 2010 and authorisation to increase

the share capital

(item 10)

The existing authorisations of the Board of Managing Directors to increase

the share capital are to be adapted to the share capital of Commerzbank as

determined pursuant to item 7. To this end, the existing authorised capital

is to be cancelled and new authorised capital is to be approved in the

amount of up to EUR 2.0 billion and with a term until May 5, 2016

(Authorised Capital 2011). The authorised capital can be utilized both

against cash and against non-cash contributions and is to take the place of

the existing authorisations (Authorised Capital 2010).

Authorisation to issue convertible bonds, warrants attached to bonds and/or

profit participation certificates (item 11)

The existing authorisation to issue convertible bonds, warrants attached to

bonds and/or profit participation certificates is also to be adapted

correspondingly. Subject to the approval of the Supervisory Board, the

Board of Managing Directors is to be authorised to issue, once or on

multiple occasions, convertible bonds, warrants attached to bonds and/or

profit participation certificates with a total face value of up to EUR 7.5

billion by no later than May 5, 2016. These securities may grant conversion

or option rights entiteling the holders to subscribe up to 665 million

Commerzbank shares from new conditional capital (2011/II) in the amount of

up to 665 million euro. The new authorisation replaces the authorisation

issued by the Annual General Meeting on May 19, 2010 (Conditional Capital

2010/I).

Cancellation of the Conditional Capital 2009 and 2010/II (item 12) and

creation of new conditional capital (item 12)

Furthermore, the Annual General Meeting is to vote on creating new

conditional capital in the amount of up to EUR 888 million, divided into up

to 888 million shares (Conditional Capital 2011/III). The conditional

capital increase serves to grant shares when SoFFin exercises its exchange

rights. This will only occur to the extent that SoFFin exercises the

conversion right in order to maintain its stake in the share capital of

Commerzbank of 25% plus 1 share. The authorisations to protect SoFFin from

dilution (Conditional Capital 2009 and Conditional Capital 2010/II) that

were approved by the Annual General Meetings of 2009 and 2010 are revoked.

Shareholders who have registered at the latest by the end of May 2, 2011

are entitled to participate in the Annual General Meeting and to exercise

their right to vote. Excerpts of the Annual General Meeting of Commerzbank

can be followed live on the internet on May 6, 2011, from 10.00 a.m. Access

will be provided at www.commerzbank.de/hv.

The complete text of the invitation to the 2011 Annual General Meeting,

including the agenda and the explanatory notes to the individual items, can

also be found at www.commerzbank.de/hv.

Press contact:

Reiner Roßmann +49 69 136 46646

Simone Fuchs +49 69 136 44910

*****

About Commerzbank

Commerzbank is a leading bank for private and corporate customers in

Germany. With the segments Private Clients, Mittelstandsbank, Corporates &

Markets, Central & Eastern Europe as well as Asset Based Finance, the Bank

offers its customers an attractive product portfolio, and is a strong

partner for the export-oriented SME sector in Germany and worldwide. With a

future total of some 1,200 branches, Commerzbank has one of the densest

networks of branches among German private banks. It has around 60 sites in

50 countries and serves approximately 14 million private clients as well as

one million business and corporate clients worldwide. In 2010 it posted

gross revenues of EUR 12.7 billion with some 59,100 employees.

*****

Disclaimer

This publication is intended for information purposes and is neither a

prospectus, nor an offer to sell, nor a solicitation of an offer to

purchase, nor an invitation to purchase or subscribe to securities of

Commerzbank AG. The offering will be conducted solely through and on the

basis of the approved and publicized Prospectus (comprising a Registration

Document, a Securities Note, a Summary as well as any Supplements thereto;

together, the ‘Prospectus’). An investment decision in respect of the

publicly offered securities of Commerzbank AG should only be made on the

basis of the Prospectus. The Prospectus is available free of charge at

Commerzbank AG (Kaiserstrasse 16 (Kaiserplatz), 60311 Frankfurt am Main)

and on the website of Commerzbank AG at www.commerzbank.com.

This release does not constitute an offer to sell or a solicitation of an

offer to purchase any securities in the United States. The securities of

Commerzbank AG referred to herein have not been and will not be registered

under the U.S. Securities Act of 1933, as amended (the ‘Securities Act’) or

the laws of any state within the United States, and may not be offered or

sold in the United States absent exemption from, or in a transaction not

subject to, the registration requirements of the Securities Act or the laws

of any state within the United States. Commerzbank AG does not intend to

register any portion of the offering in the United States or conduct a

public offering of securities in the United States. This release is only

directed at (I) persons who are outside the United Kingdom, (II) investment

professionals falling within Article 19(5) oft he Financial Services and

Markets Act 2000 (Financial Promotion) Order 2005 (the ‘Order’) or (III)

high net worth entities, and other persons to whom it may lawfully be

communicated, falling within Article 49(2)(a) to (d) of the Order (all such

persons together being referred to as ‘relevant persons’). Any person who

is not a relevant person should not act or rely on this release or any of

its contents. Any investment or investment activity to which this release

relates is available only to and will be engaged in only with relevant

persons (Stabilization/Regulation (EC) 2273/2003).

This release contains statements concerning the expected future business of

Commerzbank, efficiency gains and expected synergies, expected growth

prospects and other opportunities for an increase in value of the company

as well as expected future net income per share, restructuring costs and

other financial developments and information. These forward-looking

statements are based on management’s current expectations, estimates and

projections. They are subject to a number of assumptions and involve known

and unknown risks, uncertainties and other factors that may cause actual

results and developments to differ materially from any future results and

developments expressed or implied by such forward-looking statements.

Commerzbank has no obligation to periodically update or release any

revisions to the forward-looking statements contained in this release to

reflect events or circumstances after the date of this release.

Contact:

Commerzbank AG

Group Communications

Tel.: +49 69 136 – 22830

mediarelations@commerzbank.com

End of Corporate News

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Language: English

Company: 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

Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime

         Standard), Hamburg, Hannover, München, SIX, Stuttgart;

         Terminbörse EUREX; London

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