Commerzbank AG — Share Issue/Capital Change 2011

Apr 13, 2011

News Details

Ad-hoc | 13 April 2011 23:52

Commerzbank AG:

Commerzbank AG / Key word(s): Corporate Action

13.04.2011 23:52

Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted
by DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.

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THIS AD HOC 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: With a total of EUR 5.7 bn the first step accounts for more
than half of the total target volume of EUR 11.0 bn

Commerzbank's first step of the transaction to redeem the majority of the
silent participations of the Financial Market Stabilisation Fund (SoFFin)
accounts for a total of EUR 5.7 bn. This corresponds to more than half of
the total target volume of EUR 11.0 bn for both steps of the corporate
action.

Totalling approximately EUR 4.3 billion, the gross proceeds from the
placement considerably exceed the target volume of approximately EUR 2.6
billion to approximately EUR 3.4 billion. In order to maintain its
shareholding of 25 % plus 1 share, SoFFin will convert additional
approximately EUR 1.4 billion of silent participations into shares.

The CoMEN were offered to institutional investors by way of a book building
process. Commerzbank successfully placed all 1,004,149,984 Conditional
Mandatory Exchangeable Notes (CoMEN). The purchase price was set at EUR
4.25 per CoMEN. The Bank's shareholders could purchase one CoMEN for each
share by exercising their purchase rights. Approximately 22 % of the
purchase rights were exercised. The CoMEN are to be listed on the Frankfurt
Stock Exchange and on the Xetra trading system as of April 18, 2011.

Each CoMEN - subject to the occurrence of certain conditions - is to be
exchanged for 1 Commerzbank share carrying full dividend rights from
January 1, 2011 onwards, following the Annual General Meeting (AGM) of the
Bank to be convened for May 6, 2011. The 1,004,149,984 shares necessary are
to be created mid-May 2011 from conditional capital to be approved by the
AGM through the conversion of silent participations of SoFFin. In return,
SoFFin receives the gross proceeds from the placement of the CoMEN.

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Disclaimer

This publication is intended for information purposes and is neither a
prospectus, nor an offer to sell, nor a solicitation of an offer to
purchase, nor an invitation to purchase or subscribe to securities of
Commerzbank AG. The offering will be conducted solely through and on the
basis of the approved and publicized Prospectus (comprising a Registration
Document, a Securities Note, a Summary as well as any Supplements thereto;
together, the 'Prospectus'). An investment decision in respect of the
publicly offered securities of Commerzbank AG should only be made on the
basis of the Prospectus. The Prospectus is available free of charge at
Commerzbank AG (Kaiserstrasse 16 (Kaiserplatz), 60311 Frankfurt am Main)
and on the website of Commerzbank AG at www.commerzbank.com.

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 of
Commerzbank AG referred to herein 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 United States, and may not be offered or
sold in the United States absent exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act or the laws
of any state within the United States. 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 only
directed at (I) persons who are outside the United Kingdom, (II) investment
professionals falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (III)
high net worth entities, and other persons to whom it may lawfully be
communicated, falling within 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 release or any of
its contents. Any investment or investment activity to which this release
relates is available only to and will be engaged in only with relevant
persons (Stabilisation/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 releas

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

13.04.2011 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
WKN: 803200
Indices: DAX, CDAX, HDAX, PRIMEALL
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, München, Stuttgart; Terminbörse
EUREX; London, SIX

End of Announcement DGAP News-Service

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