Commerzbank AG — Capital/Financing Update 2011

Dec 5, 2011

DGAP-UK Regulatory Service: Commerzbank AG / Miscellaneous

05.12.2011 / 08:32

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NOT FOR DISTRIBUTION FROM, WITHIN, IN OR INTO THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS OR ANY OTHER JURISDICTION INTO WHICH DISTRIBUTION OF THIS DOCUMENT WOULD BE UNLAWFUL.

Commerzbank announces measure to further strengthen its capital structure

• Offer for repurchase of hybrid capital instruments (Trust Preferred Securities) - Transaction will result in an increase of the Bank's Core Tier 1 capital

As another step in its capital management, Commerzbank AG today announced that it is offering investors in selected hybrid equity instruments (Trust Preferred Securities) issued by companies of the Commerzbank Group to repurchase these instruments against cash consideration. Holders of the Trust Preferred Securities are invited to submit a tender offer to Commerzbank at a fixed tender price. The Offeror currently intends to accept tenders up to an aggregate amount in cash to be spent on tendered Trust Preferred Securities equivalent to EUR 600 mn (the 'Total Funds Available'). In the event that tender offers of Trust Preferred Securities exceed this amount, tender offers will be accepted according to a pro-ration factor as determined in the Tender Offer Memorandum. The tender offer period starts on December 5, 2011 and is expected to end on December 13, 2011. Joint Dealer Managers are Commerzbank, Credit Suisse and J. P. Morgan.

The aggregate principal amount of all Trust Preferred Securities outstanding and included in the tender offer amounts to approximately EUR 2.23 bn.

The offer includes the following Trust Preferred Securities issued by companies of the Commerzbank Group:

Instrument / Aggregate nominal amount outstanding* / ISIN / Minimum Liquidation Preference Amount / Purchase price / Order of Priority**

Commerzbank Capital Funding Trust I EUR 644,700,000 DE000A0GPYR7 EUR 50,000 52.5% 1

Commerzbank Capital Funding Trust II GBP 516,750,000 XS0248611047 GBP 50,000 51.0% 1

Eurohypo Capital Funding Trust I EUR 503,662,000 XS0169058012 EUR 1,000 51.0% 1

Commerzbank Capital Funding Trust III EUR 256,685,000 DE000CK45783 EUR 1,000 47.0% 2

Eurohypo Capital Funding Trust II EUR 220,096,000 DE000A0DZJZ7 EUR 1,000 40.0% 2

* Trust Preferred Securities currently outstanding and not held within the Commerzbank Group. ** Tendered securities will be accepted with order of priority.

The transaction marks another step in optimising Commerzbank's capital structure in light of the transition to the new regulatory requirements of Basel III. Execution of the transaction will have a one-off positive effect on the consolidated results of the Bank pursuant to IFRS and will result in an increase of Core Tier 1 capital.

The Tender Offers are made on the terms and subject to the conditions contained in the offer to purchase dated December 5, 2011 (Tender Offer Memorandum). The Tender Offer Memorandum is available from the Dealer

Managers.

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 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 above 60 sites in more than 50 countries and serves more than 14 million private clients as

*****

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.

well as 1 million business and corporate clients worldwide. In 2010, it posted gross revenues of EUR 12.7 billion with some 59,000 employees.

End of UK-Regulatory news

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05.12.2011 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
	Germany
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
Category Code:	MSC
LSE Ticker:	CZB
Sequence Number:	948
Time of Receipt:	Dec 05, 2011 08:29:10

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148586 05.12.2011