Commerzbank AG — Capital/Financing Update 2011

Mar 8, 2011

News Details

Corporate | 8 March 2011 10:36

Commerzbank AG:

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

08.03.2011 / 10:36

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 to optimise its Tier 2 capital structure

– New 10-year subordinated Benchmark note to be issued

– New 8-year subordinated note to be issued in exchange for two outstanding

subordinated notes

As a first step to optimise its Tier 2 capital structure, Commerzbank

intends to place a subordinated unsecured 10-year Benchmark note. The euro

denominated note will be placed with institutional investors by means of a

book built offering to be conducted by a syndicate of banks. The

bookbuilding process is expected to be launched shortly. The volume and

coupon of the note are to be fixed as part of the bookbuilding process.

In a second step, Commerzbank plans to make an invitation to holders of two

of its previously issued subordinated note issues with an aggregate

principal amount of EUR 2,000,000,000 to offer any and all of their notes

in exchange for new euro denominated subordinated notes to be due in 2019.

The new subordinated notes will be issued by Commerzbank. Holders of the

EUR 1,250,000,000 Subordinated Fixed to Floating Rate Notes of 2006/2016

(ISIN DE000CB07899) and the EUR 750,000,000 Subordinated Fixed to Floating

Rate Notes of 2007/2017(ISIN DE000CB8AUX7) may offer their notes to

Commerzbank for exchange during the exchange period, which begins on March

8, 2011 and is expected to end on March 17, 2011.

This combined transaction marks an important step in efficiently managing

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

market conditions. The transaction is 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. It will not have a direct impact on the Bank’s

Core Tier 1 or Tier 1 capital.

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

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

Commerzbank.

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 after completion of

the exchange offers. Any future call decision will be made on an economic

basis and with regard to prevailing market conditions and regulatory

capital requirements.

Press contact:

Reiner Rossmann +49 69 136 46646

Maximilian Bicker +49 69 136 28696

*****

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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08.03.2011 Dissemination of a Corporate News, transmitted by DGAP – a

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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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