Commerzbank AG

THIS AD HOC RELEASE AND THE INFORMATION CONTAINED HEREIN ARE NOT BEING ISSUED AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA.

Through to June 2011 Commerzbank is planning to redeem around EUR 14.3 billion of the EUR 16.2 billion in silent participations currently provided by the Financial Market Stabilization Fund (SoFFin). EUR 11.0 billion are to originate from a corporate action in which, upon the occurrence of certain conditions, SoFFin will also participate in accordance with its shareholding. Other silent participations amounting to EUR 3.27 billion are to be repaid from excess regulatory capital. The then remaining approximate sum of EUR 1.9 billion in silent participations is to be redeemed from future excess regulatory capital by 2014 at the latest.

From April 6, 2011 onwards conditional mandatory exchangeable notes, so-called CoMEN, are to be placed through a book building process. Commerzbank shareholders with the exception of SoFFin will receive purchase rights for these. The purchase period begins on April 7, 2011. It is planned to automatically convert the CoMEN into Commerzbank shares following the adoption of the corresponding resolutions by the Annual General Meeting (AGM) and upon the occurrence of certain other conditions. The shares are to be issued via a conditional capital still to be created through the conversion of SoFFin silent participations. In order to maintain its shareholding of 25 % plus 1 share, SoFFin is converting additional silent participations into shares. As a second step a capital increase with subscription rights is foreseen. So as to maintain its shareholding of 25 % plus 1 share SoFFin is contributing silent participations. The rights issue will probably take place from the end of May to the beginning of June 2011. The shares created in the first step will be entitled to subscription rights.

In the framework of the transaction a total of some EUR 8.25 billion is to be raised from the capital markets. In addition, silent participations to the amount of some EUR 2.75 billion are to be converted into Commerzbank shares or contributed as part of the rights issue. The necessary resolutions for the implementation of the planned corporate action are to be adopted at the ordinary AGM of Commerzbank AG, which has been brought forward to May 6, 2011.

In connection with the early redemption of the silent participations SoFFin is receiving a one-off payment of EUR 1.03 billion. The silent participations in the amount of EUR 14.3 billion which are to be redeemed early will not be entitled to servicing for 2011.

For the first quarter of 2011 the bank is, on the basis of the first preliminary figures, expecting an operating profit above plan. In total the bank assumes it will conclude 2011 - given a stable market environment and without taking into account the one-off payment to SoFFin - with an operating profit according to IFRS that is higher than the level from 2010. The one-off payment to SoFFin will already be accounted for in the second quarter of 2011. From today's stance Commerzbank expects to be able to pay a dividend for the financial year 2012. Following the planned transaction and taking into account the one-off payment to SoFFin, the transaction costs and the corporate actions performed at the beginng of 2011, the Core Tier 1 ratio amounts to 8.8 %, the Equity Tier 1 ratio to 8.0 % (on a pro forma basis as of December 31, 2010).

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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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 AG (Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main) and on the website of Commerzbank AG 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 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 AG 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 AG 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 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 document 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 in-vestment 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 AG (Stabilization/Regulation (EC) 2273/2003).

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.