Commerzbank AG — Share Issue/Capital Change 2011

Apr 6, 2011

News Details

Ad-hoc | 6 April 2011 07:24

Commerzbank AG

Commerzbank AG / Key word(s): Corporate Action/Capital Increase

06.04.2011 07:24

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 intends to largely reduce silent participations of SoFFin

Through to June 2011 Commerzbank is planning to redeem around EUR 14.3

billion of the EUR 16.2 billion in silent participations currently provided

by the Financial Market Stabilization Fund (SoFFin). EUR 11.0 billion are

to originate from a corporate action in which, upon the occurrence of

certain conditions, SoFFin will also participate in accordance with its

shareholding. Other silent participations amounting to EUR 3.27 billion are

to be repaid from excess regulatory capital. The then remaining approximate

sum of EUR 1.9 billion in silent participations is to be redeemed from

future excess regulatory capital by 2014 at the latest.

From April 6, 2011 onwards conditional mandatory exchangeable notes,

so-called CoMEN, are to be placed through a book building process.

Commerzbank shareholders with the exception of SoFFin will receive purchase

rights for these. The purchase period begins on April 7, 2011. It is

planned to automatically convert the CoMEN into Commerzbank shares

following the adoption of the corresponding resolutions by the Annual

General Meeting (AGM) and upon the occurrence of certain other conditions.

The shares are to be issued via a conditional capital still to be created

through the conversion of SoFFin silent participations. In order to

maintain its shareholding of 25 % plus 1 share, SoFFin is converting

additional silent participations into shares. As a second step a capital

increase with subscription rights is foreseen. So as to maintain its

shareholding of 25 % plus 1 share SoFFin is contributing silent

participations. The rights issue will probably take place from the end of

May to the beginning of June 2011. The shares created in the first step

will be entitled to subscription rights.

In the framework of the transaction a total of some EUR 8.25 billion is to

be raised from the capital markets. In addition, silent participations to

the amount of some EUR 2.75 billion are to be converted into Commerzbank

shares or contributed as part of the rights issue. The necessary

resolutions for the implementation of the planned corporate action are to

be adopted at the ordinary AGM of Commerzbank AG, which has been brought

forward to May 6, 2011.

In connection with the early redemption of the silent participations SoFFin

is receiving a one-off payment of EUR 1.03 billion. The silent

participations in the amount of EUR 14.3 billion which are to be redeemed

early will not be entitled to servicing for 2011.

For the first quarter of 2011 the bank is, on the basis of the first

preliminary figures, expecting an operating profit above plan. In total the

bank assumes it will conclude 2011 – given a stable market environment and

without taking into account the one-off payment to SoFFin – with an

operating profit according to IFRS that is higher than the level from 2010.

The one-off payment to SoFFin will already be accounted for in the second

quarter of 2011. From today’s stance Commerzbank expects to be able to pay

a dividend for the financial year 2012. Following the planned transaction

and taking into account the one-off payment to SoFFin, the transaction

costs and the corporate actions performed at the beginng of 2011, the Core

Tier 1 ratio amounts to 8.8 %, the Equity Tier 1 ratio to 8.0 % (on a pro

forma basis as of December 31, 2010).

Press contact:

Richard Lips +49 69 136 22461

Armin Guhl +49 69 136 42764

Reiner Roßmann +49 69 136 46646

*****

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

06.04.2011 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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