Commerzbank AG — Capital/Financing Update 2011

Mar 18, 2011

News Details

Corporate | 18 March 2011 10:30

Commerzbank AG:

Commerzbank AG / Key word(s): Issue of Debt

18.03.2011 / 10:30

NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN,

THE UNITED STATES OF AMERICA OR THE REPUBLIC OF ITALY.

Commerzbank successfully finalises measure to optimise its Tier 2 capital

structure

– 61.3% of the two outstanding subordinated notes have been exchanged for

new 8-year subordinated note

– New subordinated note has a volume of EUR 1.25 bn and a coupon of 6.375%

p.a.

Commerzbank has successfully completed its measure to optimise its Tier 2

capital structure announced on March 8, 2011. In this transaction, holders

of two subordinated notes previously issued by Commerzbank with an

aggregate principal amount of EUR 2,000,000,000 were invited to offer any

and all of their notes in exchange for new euro denominated subordinated

notes to be due in 2019. The exchange period began on March 8, 2011 and

ended on March 17, 2011.

The holders of the two outstanding subordinated issues have exchanged 61.3%

of their notes for new subordinated notes. The following notes have been

exchanged by investors:

– Of the EUR 1,250,000,000 Subordinated Fixed to Floating Rate Notes of

2006/2016 (ISIN DE000CB07899) (the ‘2016 Notes’) have been exchanged notes

in an aggregate principal amount of EUR 747,850,000

– Of the EUR 750,000,000 Subordinated Fixed to Floating Rate Notes of

2007/2017 (ISIN DE000CB8AUX7) (the ‘2017 Notes’) have been exchanged notes

in an aggregate principal amount of EUR 477,150,000

The new euro denominated subordinated note (ISIN DE000CB83CE3) which

holders of the 2016 Notes and the 2017 Notes will receive in exchange has a

volume of EUR 1,253,629,000 with a maturity of 8 years and a coupon of

6.375% p.a.

Commerzbank does not currently intend to exercise its call options with

respect to any Subordinated Fixed to Floating Rate Notes of 2006/2016 (ISIN

DE000CB07899) or Subordinated Fixed to Floating Rate Notes of

2007/2017(ISIN DE000CB8AUX7) that remain outstanding. Any future call

decision will be made on an economic basis and with regard to prevailing

market conditions and regulatory capital requirements.

In an additional measure on March 9, 2011, Commerzbank had already

successfully placed a subordinated Benchmark note with institutional

investors. The euro denominated note issue has a volume of EUR

1,250,000,000 with a maturity of 10 years and a coupon of 7.75% p.a. The

issue was approximately 3.5-times oversubscribed.

The Dealer Managers for the exchange and Lead Manager for the issue of the

new Benchmark note were Barclays Capital, BNP Paribas, Citigroup and

Commerzbank.

These combined transactions mark an important step in efficiently managing

the Bank’s Tier 2 capital, while taking into consideration prevailing

market conditions. They are intended to result in a long term optimisation

of the Bank’s Tier 2 capital structure in the light of the transition to

Basel III. They will not have a direct impact on the Bank’s Core Tier 1 or

Tier 1 capital.

Press contact:

Reiner Rossmann +49 69 13 646 646

Nils Happich +49 69 13 644 986

*****

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 above 60 sites in

more than 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 59,000 employees.

*****

Disclaimer

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR

INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA,

ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN

ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA

ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF

COLUMBIA (THE ‘UNITED STATES’). THE OFFER REFERENCED HEREIN IS NOT BEING

MADE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, OR BY USE OF

THE MAILS, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN

COMMERCE, OR OF ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE, OF THE

UNITED STATES AND THE OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS,

INSTRUMENTALITY OR FACILITY OR FROM WITHIN THE UNITED STATES.

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED IN THE REPUBLIC OF ITALY.

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

referred to herein (including the Notes and the shares of Commerzbank 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 U.S.,

and may not be offered or sold in the United States or to or for the

account or benefit of U.S. persons, except in a transaction not subject to,

or pursuant to an applicable exemption from, the registration requirements

of the Securities Act or any state securities laws. This release and the

information contained herein may not be distributed or sent into the United

States, or in any other jurisdiction in which offers or sales of the

securities described herein would be prohibited by applicable laws and

should not be distributed to United States persons or publications with a

general circulation in the United States. No offering of the Notes is being

made in the United States.

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

End of News DGAP News-Service

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116040 18.03.2011