Commerzbank AG — AGM Information 2012

May 23, 2012

News Details

UK Regulatory | 23 May 2012 22:14

Commerzbank Annual General Meeting 2012: Overview of voting results

Commerzbank AG / AGM/EGM

23.05.2012 / 22:14

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Commerzbank Annual General Meeting 2012: Overview of voting results

• Discharge granted to the Board of Managing Directors and the Supervisory
  Board

• Dr. Gertrude Tumpel-Gugerell elected as new member of the Supervisory
  Board

• Authorised capital and conditional capital approved

• Options for further improvement of capital structure approved

• Request for addition to the agenda by the shareholder Riebeck-Brauerei
  von 1862 AG refused

Today's Annual General Meeting of Commerzbank agreed to all the items on
the agenda and refused the request for an addition to the agenda. The
details of the voting by the shareholders on the major agenda items are as
follows:

Discharge (items 2 and 3)

The members of the Board of Managing Directors and of the Supervisory Board
were discharged (with a majority on average of 98.1 % and 98.1 %,
respectively).

Election of new members of the Supervisory Board (item 6)

The Annual General Meeting has, as proposed by the Supervisory Board,
elected Dr. Gertrude Tumpel-Gugerell as a member of the Supervisory Board
of Commerzbank AG with 99.6 % of the votes until the end of the Annual
General Shareholders' Meeting 2013.

Standard resolutions to adjust the authorised and conditional capital
(items 7 and 9)

The regular adjustment of the authorised capital in relation to the current
share capital (item 7) was approved with 97.0 % of the votes. In addition
to the existing authorised capital 2011 (approximately EUR 1.6 billion),
there is now a further authorised capital of as much as EUR 1.2 billion
(Authorised Capital 2012/II).

In addition, the conditional capital was amended through the regular
adjustment process to the current share capital (item 9). Subject to the
approval of the Supervisory Board, the Board of Managing Directors was
authorised with 95.3 % of the votes to issue, once or on multiple
occasions, convertible bonds, bonds with warrants attached and/or profit
sharing rights with a total nominal amount of up to EUR 8.4 billion. These
securities may grant conversion rights or options entitling the holders to
subscribe to up to 2.75 billion shares.

Options for further improvement of the capital structure (item 8)

The Annual General Meeting has with a majority of 94.7 % decided to allow
for options for further improvement of the capital structure. The Board of
Managing Directors thus has the possibility, with the approval of the
Supervisory Board and in agreement with the silent partners, to redeem the
existing silent participation of Allianz SE of EUR 0.75 billion and the
silent participation of SoFFin amounting to approximately EUR 1.7 billion
in the context of capital measures through the partial or full contribution
of the silent participations. The Board of Managing Directors of
Commerzbank was thus authorised in particular to increase Commerzbank's
share capital by up to around EUR 2.4 billion in exchange for the partial
or full contribution of the silent participation of Allianz SE and/or of
SoFFin.

With the new edition of the Financial Market Stabilisation Acceleration Act
of February 24, 2012, the legislative body has provided the opportunity to
further improve the capital structure. This legislation thus provides the
opportunity to convert silent participations, which had been granted in the
context of the financial crisis 2008 and 2009, into Core Tier 1 capital. As
the silent participation of Allianz is not recognised as Core Tier 1
capital, the possibility of replacing it with share capital could therefore
be an option for further optimising the capital structure. Pursuant to the
equity capital requirements under Basel 3, the silent participation
provided by the State in the context of the financial crisis 2008 will be
recognised as Core Tier 1 capital only until the end of 2017.

Protection against dilution for the Financial Market Stabilisation Fund
(SoFFin) (item 10)

SoFFin is also to receive new Commerzbank shares in exchange for the full
or partial contribution of its silent participation, in order to maintain
its stake in the company's share capital of 25 % plus one share in the
event of further capital increases. This protection against dilution on the
basis of the Financial Market Stabilisation Acceleration Act was adjusted
with a majority of 95.1 % to the new authorisation for capital measures
resolved at the Annual General Meeting. Thus the Conditional Capital
2011/III of approximately EUR 0.8 billion was increased by a further sum of
approximately EUR 0.9 billion. A conditional capital increase of this kind
is only carried out to the extent that SoFFin exercises its exchange right
in order to maintain its stake in Commerzbank's share capital.

Other resolutions

The request for addition to the agenda to withdraw confidence from the
Chairman of the Board of Managing Directors put forward by the shareholder
Riebeck-Brauerei von 1862 AG was refused by the Assembly with a majority of
96.6 % (item 11).

Press contact:
Simon Steiner +49 69 136-46646
Maximilian Bicker +49 69 136-28696
Nils Happich +49 69 136-44986

*****

About Commerzbank
Commerzbank is a leading bank for private and corporate customers in
Germany. With the segments Private Customers, 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
52 countries and serves almost 15 million private clients as well as 1
million business and corporate clients worldwide. In 2011, it posted gross
revenues of almost EUR 10 billion with 58,160 employees.

*****

Disclaimer
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 the 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

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Language: English
Company: Commerzbank AG
Kaiserplatz
60261 Frankfurt am Main
Germany
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, Düsseldorf, Frankfurt
(Prime Standard), Hamburg, Hannover, München,
Stuttgart; Terminbörse EUREX; London, SIX
Category Code: AGM
LSE Ticker: CZB
Sequence Number: 1096
Time of Receipt: May 23, 2012 22:08:29

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