Commerzbank AG — Capital/Financing Update 2011

Jan 13, 2011

News Details

UK Regulatory | 13 January 2011 08:16

Commerzbank enters into agreement on contribution in kind of hybrid equity instruments

Commerzbank AG / Corporate Action/Capital Increase

13.01.2011 08:16

Dissemination of a UK Regulatory Announcement, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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NOT FOR DISTRIBUTION IN THE USA

Commerzbank enters into agreement on contribution in kind of hybrid equity
instruments

Commerzbank has entered into an agreement with Credit Suisse Securities
(Europe) Limited (Credit Suisse) today as a step in its capital management.
Under the agreement, Credit Suisse may acquire from investors hybrid equity
instruments (Trust Preferred Securities) issued by companies of the
Commerzbank Group, in its own name and for its own account, at prices below
par and contribute them as a contribution in kind to Commerzbank in
exchange for new shares issued from the authorized capital ('genehmigtes
Kapital') of Commerzbank.

In this connection, a capital increase by means of a contribution in kind
of a maximum of 10% minus one share (equalling a maximum of 118.135291
million shares) of Commerzbank's current subscribed capital using
Commerzbank's authorized capital is planned. The necessary resolutions,
including the ultimate size of the capital increase, are expected to be
adopted by the Board of Managing Directors and the Supervisory Board on
January 21, 2011. A syndicate of banks comprising Credit Suisse, Citigroup,
Goldman Sachs and UBS will place the new shares to be issued by means of
the capital increase in kind with institutional investors beginning today.

The German Financial Market Stabilisation Fund (SoFFin) intends to continue
to maintain its equity interest ratio in Commerzbank (25% plus one share)
upon completion of the transaction. For this purpose, a corresponding
portion of the silent participations held by SoFFin is intended to be
converted into shares, using the conditional capital authorized in the 2009
Annual General Meeting of shareholders.

This transaction marks an important step in optimising Commerzbank's
capital structure. The transaction will not have any noticeable impact on
the Bank's Tier 1 capital ratio, but it will result in an increase of Core
Tier 1 capital.

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 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.
The information contained herein is not for release, publication or
distribution in whole or in part in or into the United States. These
materials do not contain or constitute an offer for sale or the
solicitation of an offer to purchase securities in the United States. The
securities referred to herein have not been and will not be registered
under the US Securities Act of 1933, as amended (the 'Securities Act'), and
may not be offered or sold in the United States absent registration under
the Securities Act or pursuant to an available exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act.

Contact:
Commerzbank AG
Group Communications
Tel.: +49 69 136 - 22830
mediarelations@commerzbank.com

13.01.2011 DGAP's Distribution Services include Regulatory Announcements,
Financial/Corporate News and Press Releases.
Media archive at www.dgap-medientreff.de and www.dgap.de

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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
Indices: DAX, CDAX, HDAX, PRIMEALL
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt
(Prime Standard), Hamburg, Hannover, München,
Stuttgart; Terminbörse EUREX; London, SIX
Category Code: IOE
LSE Ticker: CBK
Sequence Number: 648
Time of Receipt: Jan 13, 2011 07:39:21

End of Announcement DGAP News-Service

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