Commerzbank AG — Capital/Financing Update 2012

Mar 7, 2012

News Details

UK Regulatory | 7 March 2012 15:11

German Financial Market Stabilisation Fund (SoFFin) converts silent participations of approximately EUR 230.8 m into some 120 m Commerzbank shares

Commerzbank AG / Corporate Action

07.03.2012 / 15:11

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NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA OR TO U.S. PERSONS

German Financial Market Stabilisation Fund (SoFFin) converts silent
participations of approximately EUR 230.8 m into some 120 m Commerzbank
shares

In connection with the measure to improve its capital structure announced
on February 23, 2012, the execution of the capital increase by means of a
contribution in kind of 360,509,967 shares was registered in the commercial
register today. As previously announced, the new shares were issued against
the contribution in kind of hybrid capital instruments, subordinated debt
securities and other capital instruments issued by Commerzbank and other
companies to Commerzbank.

Subsequently, the German Financial Market Stabilisation Fund (SoFFin) has
converted a portion of its silent participations into shares in order to
maintain its equity interest ratio in Commerzbank (25% plus one share).
This will result in a portion of the silent participation with a nominal
value of approximately EUR 230.8 million being converted into 120,169,989
shares, using the conditional capital authorised in the 2011 Annual General
Meeting of shareholders. SoFFin's remaining silent participation in
Commerzbank therefore is reduced to approximately EUR 1.71 billion.

With the execution of both capital measures, the total number of
Commerzbank shares has increased to 5,594,109,009 shares. The new shares
will be included in stock exchange trading for the first time on
March 8, 2012.

Press contact:
Simon Steiner +49 69 136 46646
Maximilian Bicker +49 69 136 28696

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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.

*****

IMPORTANT NOTICE
This document does not constitute an offer of securities in any
jurisdiction where such offer would be unlawful.
In the European Economic Area, the exchange offers referred to herein were
made exclusively to 'qualified investors' within the meaning of Article
2(1)(e) of the Prospectus Directive. Qualified investors include (a) legal
entities that are authorized or regulated to operate in the financial
markets or, if not so authorized or regulated, whose corporate purpose is
solely to invest in securities; or (b) legal entities which have two or
more of (i) an average of at least 250 employees during the last financial
year; (ii) a total balance sheet of more than EUR 43,000,000; and (iii) an
annual net turnover of more than EUR 50,000,000 as shown in their last
annual or consolidated accounts.

The exchange offers described herein were not made, and will not be made,
directly or indirectly in or into, or by use of the mail of, or by any
means or instrumentality of interstate or foreign commerce of or of any
facilities of a national securities exchange of, the United States.
Accordingly, copies of this release and any other documents or materials
relating to such exchange offers are not being, and must not be, directly
or indirectly mailed or otherwise transmitted, distributed or forwarded 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. Commerzbank does not intend to conduct
a public offering of shares in the United States.

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.

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

End of UK-Regulatory news

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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,
Stuttgart; Terminbörse EUREX; London, SIX
Category Code: MSC
LSE Ticker: CZB
Sequence Number: 1014
Time of Receipt: March 07, 2012 15:08:10

End of News DGAP News-Service

159721 07.03.2012