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April 02, 2009

Commerzbank announces agenda for Annual General Meeting held on May 15, 2009

• New members of the Supervisory Board to be appointed


• Increase in share capital to allow for SoFFin participation


Commerzbank invited its shareholders to the Annual General Meeting (AGM) to be held on Friday, May 15, 2009, in the Jahrhunderthalle in Frankfurt am Main-Höchst. If necessary, the AGM will be continued on Saturday, May 16, 2009. The agenda includes the approval of the 2008 financial statements and management report (item 1), the granting of approval for the actions of the committees (items 2, 3) and the appointment of the auditor (item 4,5). Furthermore, the agenda (item 6) concerns the election of three new members to the Supervisory Board. Decisions will also be made on the granting of an authorization to purchase the bank's own shares (for purpose of securities trading) and on the authorized share capital (items 7-9). The agenda (items 10-13) includes resolutions on the implementation of the Financial Market Stabilization Fund’s (Sonderfonds Finanzmarktstabilisierung, SoFFin) stake in the bank. Amendments to the bank's articles of association and additional requests will also be included in the agenda (items 14-19).


Increase in share capital


In January 2009, an agreement was reached with SoFFin regarding a 25% plus one share stake in the bank's share capital and a silent participation of EUR 8.2 billion. The respective capital increase will be proposed to the AGM. Item 10 of the agenda suggests that the share capital be increased to a total of approximately 1,181 million shares by issuing around 295 million shares at an issue price of EUR 6 per share without pre-emptive rights. A majority of at least two-thirds of the represented share capital is required for this resolution to be passed, assuming that the Financial Market Stabilization Supplementary Act (Finanzmarktstabilisierungsergänzungsgesetz) has taken effect at the time of the AGM. If at least half of the share capital is represented, a majority of at least 50% is sufficient. According to item 11 of the agenda the participation may also be implemented by means of a capital increase with pre-emptive rights. In this case, up to approximately 310 million new shares will be issued and offered for subscription to the shareholders. The subscription price will be set at EUR 6 per share. SoFFin will acquire shares not subscribed to and will subsequently hold a participation of up to 25% plus one share of the increased share capital of the bank. According to the Financial Market Stabilisation Supplementary Act, a majority of 50% of the represented share capital is sufficient for this resolution to be passed.


Conditional share capital

A resolution with respect to conditional capital will also be proposed to the AGM so that SoFFin would be in the position to maintain its participation of 25% plus one share in the event of Commerzbank carrying out an increase in its share capital. In accordance with item 12 of the agenda, SoFFin is to be granted conversion rights for the silent participation that was agreed in January 2009. In case of a conversion of all or part of the silent participation, Commerzbank's share capital may be increased by up to 150 million new shares. For it to be passed, this resolution requires at least 50% of the votes cast. If the Financial Market Stabilization Supplementary Act is not adopted before the AGM takes place, item 13 of the agenda proposes that SoFFin may use all or part of its silent participation by means of a contribution in kind in order to maintain its stake in the event of an increase in Commerzbank’s share capital. Under this option, the bank may increase its share capital by up to 150 million new shares. A majority of at least three-quarters of the represented share capital would be required for this resolution to be passed.

Shareholders are entitled to participate in the AGM and exercise their voting rights if they register by no later than May 8, 2009. Shareholders may watch parts of the Commerzbank AGM live on the Internet from 10 a.m. onwards on May 15, 2009, and if necessary on May 16, 2009. The access will be provided at www.commerzbank.com. The text of the invitation to this year's Commerzbank AGM including the agenda (both in German) can be found at the following website today from 2 p.m. onwards, an English translation will be published in due course:

https://www.commerzbank.de/de/hauptnavigation/aktionaere/haupt/

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