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November 27, 2008

Commerzbank accelerates full takeover of Dresdner Bank

  • Commerzbank pays EUR 1.4 bn for remaining 40% stake

On November 27, 2008, Commerzbank's Board of Managing Directors reached an agreement with Allianz to take over the remaining 40% stake in Dresdner Bank in January 2009 already. Thus Commerzbank will achieve 100% of Dresdner Bank a lot earlier than originally assumed. Commerzbank will pay EUR 1.4 billion in cash for the remaining 40% stake. In addition Commerzbank pays EUR 250 million to compensate Allianz for foregoing the contingent deferred consideration ("risk umbrella") that was agreed in August 2008. As at that time announced Allianz further receives just under EUR 1.6 billion in cash, 163.5 million shares in Commerzbank and cominvest valued at EUR 700 million.

The remaining stake in Dresdner Bank was originally meant to be taken over in the second half of 2009. Already in August this year Commerzbank announced the acquisition of 60% in Dresdner Bank. Based on the assumed merger exchange ratio, Allianz was supposed to receive 151.5 million Commerzbank shares for the remaining 40% stake. These shares will not be issued any more. Nor will the merger-EGM which was planned for early 2009 have to take place. The agreement with Allianz is subject to the approval of the Supervisory Board and the takeover is to be approved by the appropriate antitrust and regulatory bodies.

At its meeting today, the Supervisory Board of Dresdner Bank has appointed three members of the Commerzbank Board of Managing Directors on to Dresdner Bank¿s board, with effect from the purchase. Frank Annuscheit will become COO and take responsibility for Banking Services, while Wolfgang Hartmann will take charge of Risk Management. Michael Reuther will head Dresdner Bank's Investment Banking unit. These three new Dresdner Bank board members will continue in their respective roles on the Commerzbank Board of Managing Directors.

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