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June 29, 2012

German Financial Market Stabilisation Fund (SoFFin) converts silent participation of approximately EUR 80.1 m into approximately 58.85 m Commerzbank shares

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.

Today, the execution of the capital increase announced on June 27, 2012 for the purpose of the payment of variable remuneration to a large extent in shares was registered with the commercial register. Thus, the nominal capital of Commerzbank was increased by 176,553,636 shares against contribution in kind.

Subsequently, the German Financial Market Stabilisation Fund (SoFFin) has converted a portion of its silent participation into shares in order to maintain its equity interest ratio in Commerzbank (25% plus one share). This will result in a portion of the silent participation with a nominal value of approximately EUR 80.1 million being converted into 58,851,212 shares, using the conditional capital authorised in the 2011 Annual General Shareholders' Meeting. SoFFin's remaining silent participation in Commerzbank therefore is reduced to approximately EUR 1.63 billion.

With the execution of both capital measures, the total number of Commerzbank shares has increased to 5,829,513,857 shares. The new shares will be included in stock exchange trading for the first time on July 2, 2012.


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About Commerzbank

Commerzbank is a leading bank for private and corporate customers in Germany. With the segments Private Customers, Mittelstandsbank, Corporates & Markets, Central & Eastern Europe as well as Asset Based Finance, the Bank offers its customers an attractive product portfolio, and is a strong partner for the export-oriented SME sector in Germany and worldwide. With a future total of some 1,200 branches, Commerzbank has one of the densest networks of branches among German private banks. It has around 60 sites in 52 countries and serves almost 15 million private clients as well as 1 million business and corporate clients worldwide. In 2011, it posted gross revenues of almost EUR 10 billion with 58,160 employees.


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Disclaimer

This press 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 press 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 authorized 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 press 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.

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