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May 22, 2011

Second step of capital measure to largely reduce SoFFin’s silent participations: Commerzbank sets the conditions of the rights issue

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In accordance with the resolution of Commerzbank's Annual General Meeting of May 6, 2011, Commerzbank's Board of Managing Directors has, with the approval of the Supervisory Board, today set the subscription price and the further execution details of the rights issue. The rights issue is expected to raise total proceeds of approximately EUR 5.3 billion. This includes the Financial Market Stabilisation Fund's (SoFFin) participation by means of the partial contribution of its silent participations.

A total of 2,435,695,761 new Commerzbank shares will be issued, carrying full dividend rights from January 1, 2011. The subscription price for the new shares from the rights issue is EUR 2.18. The new shares will be offered to the shareholders for subscription at a subscription ratio of 11:10. Correspondingly, 11 existing shares entitle the holder to subscribe for 10 new shares. Subscription rights are excluded for the residual share amount of 1,392,769 new shares resulting from the application of the subscription ratio. The subscription for one single new share or for integral multiples of a single share is possible. The subscription period will begin on May 24, 2011 and is expected to end on June 6, 2011 (both dates inclusive). The subscription rights for the new shares will be traded on the regulated market (XETRA and XETRA Frankfurt Spezialist) on the Frankfurt stock exchange between May 24, 2011 and June 1, 2011 (both dates inclusive). The new shares are expected to be included in stock exchange trading on June 7, 2011.

The rights issue marks the second step of the capital measure to reduce SoFFin's silent participations by a total of approximately EUR 14.3 billion.

Commerzbank AG
Kaiserplatz
60261 Frankfurt am Main
Germany

ISIN: DE0008032004
WKN: 803200

Listed
Regulated market in Berlin, Duesseldorf, Frankfurt (Prime Standard), Hamburg, Hannover, Munich, Stuttgart; EUREX; London, SIX

The International Securities Identification Numbers (ISINs) of further financial instruments issued by Commerzbank AG, and admitted to trading on a domestic organized market or for which such admission has been applied for, are available Commerzbank's Investor Relations website under www.commerzbank.com

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Second step of capital measure to largely reduce SoFFin’s silent participations: Commerzbank sets the conditions of the rights issue

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