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June 27, 2012

Increase in subscribed capital against contribution in kind and coordinated sales transaction in the framework of the payment of variable remuneration in shares


As announced in January 2012 Commerzbank will satisfy EUR 213.8 million of the individual variable remuneration entitlements of its non-pay-scale employees for 2011 in shares of Commerzbank AG. The Board of Managing Directors of Commerzbank has with the approval of the Supervisory Board, therefore, today adopted a resolution on the execution of the capital increase against contribution in kind. According to this the subscribed capital of Commerzbank is to be increased from EUR 5,594,109,009 by approximately EUR 176.5 million, i.e. by approximately 3.2%, to approximately EUR 5.77 billion using authorised capital through the issue of approximately 176.5 million new shares against contribution in kind with the exclusion of the shareholders' pre-emptive rights. The contribution in kind is formed by the entitlements of employees of the Commerzbank Group from the variable remuneration for the 2011 business year with a nominal value of EUR 213.8 million. The final number of the shares to be issued will most likely be determined by the Board of Managing Directors of Commerzbank with the approval of the Supervisory Board on June 28, 2012. The measure strengthens the Core Tier 1 capital of the Bank in the light of the stricter regulatory requirements of Basel 3.

In this context, Commerzbank AG and Deutsche Bank AG as Joint Bookrunner will sell approximately 128.3 million of the newly-issued shares to institutional investors in the framework of a coordinated sales transaction. The proceeds are received by those employees of Commerzbank Group who have made their shares available for the placement.

Commerzbank and Deutsche Bank will start to approach relevant investors already today, June 27, 2012. The registration of the execution of the capital increase in the Commercial Register is expected for June 29, 2012. The new shares are expected to be included in stock exchange trading for the first time on July 2, 2012.

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 participation is intended to be converted into shares, using the conditional capital authorised in the 2011 Annual General Shareholders' Meeting.



This release does not contain or constitute an offer of, or the solicitation of an offer to buy or subscribe for, securities to any person in Australia, Canada, Japan, or the United States of America or in any jurisdiction to whom or in which such offer or solicitation is unlawful. The securities referred to herein may not be offered or sold in the United States absent registration under the U.S. Securities Act of 1933, as amended (the "Securities Act") or another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Subject to certain exceptions, the securities referred to herein may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan. 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 The offer and sale of the securities referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Australia, Canada or Japan.

This release and any other documents or materials relating to the transaction is not being made and such documents and/or materials have not been approved by an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43 of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

This release contains forward-looking statements based on current expectations and assumptions by the management of Commerzbank Aktiengesellschaft. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may result in the profit situation, profitability, performance or the profit of Commerzbank Aktiengesellschaft deviating substantially from the profit situation, profitability, performance or the profit expressly or implicitly assumed or described in these forward-looking statements. In view of these risks, uncertainties and other factors, the recipient of this press release should not inappropriately rely on these forward-looking statements. Commerzbank Aktiengesellschaft assumes no obligation to update such forward-looking statements or to make them conform to future events and developments.