Notice as per section 62 para. 3 sentence 2 UmwG Notice as per section 62 para. 3 sentence 2 UmwG

search

Commerzbank Aktiengesellschaft, Frankfurt am Main

ISIN: DE0008032004 / WKN: 803200

Notice as per section 62 para. 3 sentence 2 UmwG (Transformation Act)

It is intended to merge Dresdner Bank Aktiengesellschaft, registered with the commercial register of Frankfurt am Main local court under HRB 14000, as the transferring company, and Commerzbank Aktiengesellschaft, registered with the commercial register of Frankfurt am Main local court under HRB 32000, as the transferee company. Dresdner Bank Aktiengesellschaft thus transfers its entire assets including all rights and obligations pertaining thereto by way of a merger including dissolution without liquidation effective from January 1, 2009, 0.00 a.m. (date of merger), to Commerzbank Aktiengesellschaft in its capacity as transferee in the merger (§ 2 No. 1 Transformation Act).

The merger agreement was notarized on March 27, 2009. It was appended to the commercial register of Commerzbank Aktiengesellschaft. Commerzbank Aktiengesellschaft is sole shareholder of Dresdner Bank Aktiengesellschaft. A merger resolution by the transferee company Commerzbank Aktiengesellschaft as per section 62 para. 1 of the Transformation Act is therefore not necessary. However, in accordance with section 62 para. 2 of the Transformation Act, this does not apply if shareholders of Commerzbank Aktiengesellschaft, with a combined holding of one-twentieth of the share capital, request a general meeting to decide on whether to approve the merger. Our shareholders are hereby expressly informed of this entitlement. A meeting request is only eligible if it is made within a month of this notice being published and subject to proof of the requisite shareholding.

The following documents are available for inspection by shareholders in the business premises of Commerzbank Aktiengesellschaft (Kaiserstraße 16, 60311 Frankfurt am Main) during normal business hours:


  • Merger agreement between Commerzbank Aktiengesellschaft and Dresdner Bank Aktiengesellschaft of March 27, 2009, PDF, 45 kB
  • Annual reports and management reports for Commerzbank Aktiengesellschaft for the 2006, 2007 and 2008 business years, more
  • Annual reports and management reports for Dresdner Bank Aktiengesellschaft for the 2006, 2007 and 2008 business years, more

A merger report is not necessary according to § 8 para. 3 sentence 1 of the Transformation Act, nor is an audit by a specialist auditor according to section 9 para. 3 in conjunction with section 8 para. 3 sentence 1 of the Transformation Act.

Upon request, each shareholder may obtain a copy of the above documents promptly and free of charge.

Frankfurt am Main, March 2009


Commerzbank Aktiengesellschaft

The Board of Managing Directors

Top