Commerzbank AG — Share Issue/Capital Change 2011

May 12, 2011

News Details

Corporate | 12 May 2011 12:42

Commerzbank AG: Commerzbank finalises first step of corporate action to largely reduce the silent participations of SoFFin

Commerzbank AG / Key word(s): Corporate Action

12.05.2011 / 12:42

THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN ARE NOT BEING

ISSUED AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA, CANADA,

JAPAN OR AUSTRALIA.

Commerzbank finalises first step of corporate action to largely reduce the

silent participations of SoFFin

– Exchange of 1,004,149,984 CoMEN into Commerzbank shares effectuated

– SoFFin additionally converts approximately EUR 1.4 billion silent

participations into Commerzbank shares to maintain its shareholding of 25%

plus 1 share

In accordance with the resolution of the Annual General Meeting of

Commerzbank of May 6, 2011 to largely reduce the silent participations of

the Financial Market Stabilisation Fund (SoFFin), 1,004,149,984 Conditional

Mandatory Exchangeable Notes (CoMEN) were exchanged into Commerzbank shares

today. The holders of CoMEN received 1 Commerzbank share for each CoMEN,

carrying full dividend rights from January 1, 2011 onwards. Today, the

exchanged shares were for the first time included in the stock exchange

trading.

The new exchanged shares were created through the conversion of SoFFin

silent participations as planned. In return, SoFFin has received the gross

proceeds from the placement of the CoMEN totalling approximately EUR 4.3

billion. The issue price of the new shares of EUR 4.25 per share was, as

planned, equal to the purchase price of the CoMEN.

The conditional capital necessary to create the exchanged shares totalling

approximately EUR 1.338 billion was already registered in the commercial

register (Handelsregister) on May 9, 2011. Additionally, from this

conditional capital, SoFFin today has converted approximately EUR 1.422

billion silent participations into approximately 334.7 million Commerzbank

shares to maintain its shareholding in the share capital of Commerzbank of

25% plus 1 share. These shares are expected to be admitted to stock

exchange trading on May 13, 2011. With this, the total number of

Commerzbank shares outstanding amounts to approximately 2.7 billion after

the finalisation of the first step of the corporate action.

Through the placement of the CoMEN and their exchange into Commerzbank

shares as well as by the additional conversion of SoFFin silent

participations into Commerzbank shares, Commerzbank has, with the volume of

approximately EUR 5.7 billion in the first step of the corporate action,

already reached more than half of the total target volume of EUR 11.0

billion.

Press contact:

Reiner Rossmann +49 69 136 46646

Maximilian Bicker +49 69 136 28696

Simone Fuchs +49 69 136 44910

*****

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 more than 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

The information contained herein serves information purposes and does not

constitute a prospectus or any offer for sale or subscription of or

solicitation or invitation of any offer to buy or subscribe for any

securities for the purposes of EU Directive 2003/71/EC. Securities will

solely be offered on the basis of a prospectus or other offering circular

to be issued by the company in connection with such offering. Subject to

approval by the German Federal Financial Services Supervisory Authority, a

prospectus will be available free of charge from Commerzbank AG

(Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main) and on the website

of Commerzbank AG under www.commerzbank.com. The securities will be offered

exclusively on the basis of the prospectus required to be approved by the

Federal Financial Services Supervisory Authority.

This release does not constitute an offer to sell securities, or a

solicitation of an offer to buy securities, in the United States of

America. Securities may not be offered or sold in the United States of

America absent registration or an exemption from registration under the

U.S. Securities Act of 1933, as amended (the ‘Securities Act’). The

securities of Commerzbank AG described herein have not been and will not be

registered under the Securities Act, or the laws of any State, and may not

be offered or sold within the United States, except pursuant to an

exemption from, or in a transaction not subject to, the registration

requirements of the Securities Act and applicable State laws. Commerzbank

AG does not intend to register any portion of the offering in the United

States or conduct a public offering of securities in the United States.

This release is for information purposes only and does not constitute an

offer document or an offer of transferable securities to the public in the

U.K. to which section 85 of the Financial Services and Markets Act 2000 of

the U.K. (‘FSMA’) applies and should not be considered as a recommendation

that any person should subscribe for or purchase any of the Securities.

The Securities will not be offered or sold to any person in the U.K. except

in circumstances which have not resulted and will not result in an offer to

the public in the U.K. in contravention of section 85(1) of FSMA. The

communication of this document is restricted by law; it is not intended for

distribution to, or use by any person in, any jurisdiction where such

distribution or use would be contrary to local law or regulation. This

document is not being distributed by, nor has it been approved for the

purposes of section 21 of FSMA by, a person authorised under FSMA. This

document is being communicated only at (I) persons who are outside the

United Kingdom (II) to in-vestment professionals falling within Article

19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)

Order 2005, as amended (the ‘Order’) or (III) high net worth companies and

other persons within the categories described in Article 49(2)(a) to (d) of

the Order (all such persons together being referred to as ‘Relevant

Persons’). Any person who is not a Relevant Person should not act or rely

on this [document] or any of its contents. The Securities are available

only to, and any invitation, offer or agreement to purchase will be engaged

in only with Relevant Persons. Persons in possession of this document are

required to inform themselves of any relevant restrictions. No part of this

document should be published, reproduced, distributed or otherwise made

available in whole or in part to any other person without the prior written

consent of Commerzbank AG (Stabilization/Regulation (EC) 2273/2003).

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 Corporate News

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12.05.2011 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

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