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May 07, 2009

EU Commission gives go-ahead for injection of equity capital

  • Silent participation of EUR 8.2 billion by SoFFin, stake of 25% plus one share planned
  • Key points: Eurohypo disposal, balance sheet reduction, no acquisitions until April 2012
  • Management Board working to finalise SoFFin agreement, Supervisory Board yet to approve

Today, the EU Commission has given the go-ahead for the implementation of the understanding reached in January 2009 between Commerzbank and the Finanzmarktstabilisierungsfonds (Financial Market Stabilization Fund, SoFFin). This clears the way for the planned EUR 10 billion increase in the new Commerzbank's core capital (Tier 1). Taking into account this additional equity capital, the core capital ratio (Tier 1 ratio) stands at approximately 10% as of March 31, 2009. Commerzbank's Board of Managing Directors is working to finalise the agreements with SoFFin and has asked the Supervisory Board for agreement in its meeting held today.

Interest of 9% p.a. will be paid on the EUR 8.2 billion silent participation. It will be redeemed at face value. In years in which a dividend is paid out, the interest rate will increase by 0.01 percentage points for every EUR 5.9 million cash dividend paid. Condition for the silent participation is a 25% (+ 1 share) stake for SoFFin in Commerzbank. The respective shares shall be irrevocably offered to SoFFin by means of new shares.The respective capital increase is subject to approval by Commerzbank's shareholders at its Annual Meeting scheduled for May 15, 2009. The new shares will be issued at EUR 6 each.

As part of the agreements, Commerzbank will dispose of Eurohypo within the next five years. In addition, the Bank plans to divest Kleinwort Benson Private Bank, Dresdner Van Moer Courtens S.A, Dresdner VPV NV, Privatinvest Bank AG, Reuschel & Co. KG and Allianz Dresdner Bauspar AG by the end of 2011. The Bank will not undertake any acquisitions over the course of the three years to come. Additionally, Commerzbank will reduce its total assets. As of December 31, 2008, balance sheet total (including Dresdner Bank) stood at around EUR 1,100 billion. Until 2012, the balance sheet total will be reduced to EUR 900 billion and, following the divestment of Eurohypo, to approximately EUR 600 billion. Furthermore, general competitive requirements are tied in to the EU's decision approval, including a 'no price leadership commitment'.

In line with the agreement already made with SoFFin, Commerzbank will not pay out any dividends in 2009. For the financial years 2009 and 2010, respectively, Commerzbank will only grant profit-related payments, if any, to equity related instruments such as silent participations, hybrids andprofit-participation certificates if Commerzbank is obliged to do so without reversing accruals or special reserves (Sonderposten according to § 340g German Commercial Code). This principle also applies to its subsidiaries. A list of financial instruments throughout the entire Group which are traded on a regulated market and may be affected by this can be found at If necessary and permitted by law, Commerzbank will liquidate reserves 2009 and 2010 in order to prevent a reduction in the book value of its equity related instruments. The same applies for special reserves (Sonderposten according to § 340g German Commercial Code).


This release contains statements concerning the expected future business of Commerzbank and other financial data. 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.

This release does not constitute an offer to sell or a solicitation of an offer to buy shares of Commerzbank. Shares of Commerzbank 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. Commerzbank does not intend to conduct a public offering of shares in the United States.