Commerzbank AG

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• Board of Managing Directors and Supervisory Board discharged
• Members of Supervisory Board and substitute members newly elected as scheduled: Karl-Heinz Flöther, Dr. Markus Kerber and Petra Schadeberg-Herrmann newly elected to the Supervisory Board as representatives of the shareholders
• Proposed resolutions adopted on a combined cash capital increase/capital increase through contributions in kind
• Supplementary requests by the shareholder Riebeck-Brauerei von 1862 AG rejected

The shareholders of Commerzbank have approved the planned capital increase allowing for the complete and early repayment of the silent participations of the Financial Market Stabilisation Fund (SoFFin) and Allianz by a large majority. The transaction will further considerably improve the capital structure of Commerzbank. Today’s annual general meeting in Frankfurt focused on the adoption of resolutions on a combined cash capital increase/capital increase through contributions in kind of EUR 2.5 billion with subscription rights for the existing shareholders. In the course of the planned redemption of the silent participations the stake held by the federal government in Commerzbank is expected to decrease from about 25 per cent at present to less than 20 per cent. Furthermore, the annual general meeting also voted on the scheduled new election of members and substitute members of the Supervisory Board, as well as on the consolidation of the existing shares pursuant to the Financial Market Stabilisation Acceleration Act.

Details of the shareholder votes on the most important items on the agenda are as follows:

Discharge (items 2 and 3)

The members of the Board of Managing Directors and of the Supervisory Board were discharged with a majority of on average 96.5% and 97.1%, respectively.

New election of the members and substitute members of the Supervisory Board (item 6)

Following individual ballots, the annual general meeting has, as proposed by the Supervisory Board, appointed the representatives of the shareholders to the Supervisory Board of Commerzbank AG until the completion of the annual general meeting for the 2017 financial year with a majority of on average 95.5% of the votes: Dr. Nikolaus von Bomhard (Chairman of the Board of Managing Directors of Münchener Rückversicherungs-Gesellschaft AG), Karl-Heinz Flöther (independent management consultant), Prof. Dr.-Ing. Hans-Peter Keitel (Vice President of the Federation of German Industry), Dr. Markus Kerber (Chief Executive Officer of the Federation of German Industry), Prof. h. c. (CHN) Dr. rer. oec. Ulrich Middelmann (former Deputy Chairman of the Board of Managing Directors of ThyssenKrupp AG), Klaus-Peter Müller (Chairman of the Supervisory Board of Commerzbank Aktiengesellschaft), Dr. Helmut Perlet (Chairman of the Supervisory Board of Allianz SE), Petra Schadeberg-Herrmann (Managing Partner of Krombacher Finance GmbH), Dr. Marcus Schenck (Member of the Board of Managing Directors of E.ON AG, Düsseldorf), and Dr. Gertrude Tumpel-Gugerell (Director of the European Central Bank, retired).

Three representatives of the shareholders have been newly elected to the Supervisory Board: Karl-Heinz Flöther, Dr. Markus Kerber, and Petra Schadeberg-Herrmann. The Supervisory Board members Dr.-Ing. Burckhard Bergmann, Dr.-Ing. Otto Happel, and Dr. h. c. Edgar Meister left the executive organ with the conclusion of the 2013 annual general meeting.

Consolidation of the existing shares in the ratio 10 : 1 (item 8)

As proposed the annual general meeting has adopted a resolution to even out the share capital by a small margin and perform a capital reduction through the consolidation of the share count in the ratio of 10:1. As a consequence of the share consolidation, the number of shares outstanding prior to the capital increase will decrease to 583 million shares. The consolidation of the existing shares was adopted with a majority of 96.0% of the votes.

Increase in the capital stock through a combined cash capital increase/capital increase through contributions in kind (item 9)

With a majority of 96.0% the annual general meeting has fulfilled the prerequisites for the implementation of the planned capital measure for the repayment in full of the silent participations of SoFFin and Allianz. To this end a combined cash capital increase/capital increase through contributions in kind of EUR 2.5 billion with subscription rights for the existing shareholders is foreseen. The execution of the capital increase as well as the trading of subscription rights is planned for the period from mid-May to the beginning of June 2013. The subscription price is to be determined, probably in mid-May, with a market-oriented discount on the theoretical ex-rights price (TERP) on the day the subscription ratio is established. The Board of Managing Directors of Commerzbank will decide on the subscription ratio and the number of shares to be issued, as well as on further details of the capital increase, with the consent of the Supervisory Board. The new shares from the increase in the capital stock are to be endowed with full dividend rights as of 1 January 2013.

Cancellation of the authorised capital and the conditional capital (item 10)

The annual general meeting has adopted as proposed a resolution to cancel the Authorised Capital 2012/II and the Conditional Capitals 2011/III and 2012/II. These are no longer required as after the performance of the capital measures concluded under items 7 to 9 the remaining silent participations of SoFFin and Allianz will have been redeemed in full.

Other resolutions

The request for an addition to the agenda put forward by the shareholder Riebeck-Brauerei von 1862 AG, to pass a vote of no confidence on the Chairman of the Board of Managing Directors (item 11) and to remove the Chairman of the Supervisory Board (item 12), was refused by the general meeting with a majority of 94.8% and 94.8%, respectively.

The precise results of the votes on the individual items on the agenda are to be found at www.commerzbank.com/agm.

 

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Press contact:

Simon Steiner               +49 69 136 46646

Nils Happich                 +49 69 136 44986

Karsten Swoboda          +49 69 136 22339

 

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About Commerzbank

Commerzbank is a leading bank in Germany and Poland. It is also present worldwide in all markets for its customers as a partner to the business world. With the business areas Private Customers, Mittelstandsbank, Corporates & Markets and Central & Eastern Europe, it offers its private and corporate clients as well as institutional investors the banking and capital market services they need. With some 1,200 branches Commerzbank has one of the densest branch networks among German private banks. In total, Commerzbank boasts nearly 15 million private customers, as well as 1 million business and corporate clients. In 2012, it generated revenues of just under EUR 10 billion with approximately 56,000 employees on average.

 

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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 Aktiengesellschaft (Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main) and on the website of COMMERZBANK Aktiengesellschaft 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 press 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 Aktiengesellschaft 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 Aktiengesellschaft 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 press 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 press release 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 investment 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 Aktiengesellschaft.

This release contains forward-looking statements. Forward-looking statements are statements that are not historical facts. In this release, these statements concern the expected future business of Commerzbank, efficiency gains and expected synergies, expected growth prospects and other opportunities for an increase in value of Commerzbank as well as expected future financial results, restructuring costs and other financial developments and information. These forward-looking statements are based on the 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. Such factors include the conditions in the financial markets in Germany, in Poland, elsewhere in Europe and other regions from which Commerzbank derives a substantial portion of its revenues and in which Commerzbank holds a substantial portion of its assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation of Commerzbank’s strategic initiatives, the reliability of Commerzbank’s risk management policies, procedures and methods, and other risks. Forward-looking statements therefore speak only as of the date they are made. 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.