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January 13, 2011

Commerzbank plans measure to optimise its capital structure

Today, as a step in its capital management, Commerzbank AG has provided the basis for a contribution in kind of a portion of the hybrid equity instruments (Trust Preferred Securities) issued by companies of the Commerzbank Group in Commerzbank in exchange for new shares issued from the authorized capital ("genehmigtes Kapital") of Commerzbank.

In this connection, a capital increase by means of a contribution in kind of a maximum of 10% minus one share (equalling a maximum of 118.135291 million shares) of Commerzbank's current subscribed capital using the Bank's authorized capital is planned. The necessary resolutions, including the ultimate size of the capital increase, are expected to be adopted by the Board of Managing Directors and the Supervisory Board on January 21, 2011. A syndicate of banks comprising Credit Suisse, Citigroup, Goldman Sachs and UBS will place the new shares to be issued by means of the capital increase in kind with institutional investors beginning today.

The German Financial Market Stabilisation Fund (SoFFin) intends to continue to maintain its equity interest ratio in Commerzbank (25% plus one share) upon completion of the transaction. For this purpose, a corresponding portion of the silent participations held by SoFFin is intended to be converted into shares, using the conditional capital authorized in the 2009 Annual General Meeting of shareholders.

This transaction marks an important step in optimising Commerzbank's capital structure. Execution of the transaction will have a one-off positive effect on the results of the Bank pursuant to IFRS; it will not have any noticeable impact on the Bank's Tier 1 capital ratio, but it will result in an increase of Core Tier 1 capital.



DISCLAIMER

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. 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.

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