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May 16, 2009

Annual General Meeting 2009 approves capital increase to allow for SoFFin participation

- Approximately 295 million new shares to be issued at EUR 6 each without subscription rights

- Helmut Perlet, Nikolaus von Bomhard and Edgar Meister elected to the Supervisory Board

- Board of Managing Directors and Supervisory Board with a 97% majority approved


The Commerzbank Annual General Meeting has decided today to increase the bank's share capital by approximately 295 million new shares with a nominal value of EUR 2.60 each to a total of around 1,181 million shares (item 10 of the agenda). The new shares will be issued at a price of EUR 6 per share without pre-emptive rights. The new shares will be acquired by the Financial Market Stabilization Fund (SoFFin) at issue price. On Friday, May 15, 2009, the XETRA closing price of the Commerzbank share was at EUR 5.14. A 97.7% (322.9 million shares) majority of the represented share capital of approximately 342.5 million shares voted in favour of the capital increase.


"With a Tier 1 ratio of around 10%, Commerzbank is weatherproof and will implement its new strategy without delay. We will set up our business along the 'Roadmap 2012'. A profitable customer bank, this is our focus," said Martin Blessing, Chairman of the Board of Managing Directors of Commerzbank.

The shareolders approved the Board of Managing Directors and the Supervisory Board with a 97% majority. As proposed, Helmut Perlet, Nikolaus von Bomhard and Edgar Meister were elected members of the Supervisory Board of Commerzbank and took office at the end of the Annual General Meeting (item 6 of the agenda), while Klaus Müller-Gebel, Heinrich Weiss and Friedrich Lürßen stepped down from the Supervisory Board of Commerzbank as planned. "I am looking forward to working with Nikolaus von Bomhard, Helmut Perlet and Edgar Meister," said Klaus-Peter Müller, Chairman of the Supervisory Board of Commerzbank. "I would like to thank Klaus Müller-Gebel, Heinrich Weiss and Friedrich Lürßen for their long-standing support, their advice and, in particular, their strong commitment."

The Annual General Meeting has adopted two resolutions authorizing the Board of Managing Directors to increase the share capital by up to 670 million shares and 460 million shares respectively by May 14, 2014, through the issue of new shares (authorised capital according to items 8 and 9 of the agenda). Two authorisations for capital-raising measures, which expired at the end of April 2009, will thus be replaced. In addition, a resolution for a conditional capital amounting to up to 150 million shares was approved, which allows SoFFin to keep its share in Commerzbank in the case of future capital increases through full or partial conversion of its silent participation. Agenda items 1 to 5, 7 and 14 to 16 as well as 18 (approvals, regulations, and amendments to the articles of association) were also approved as proposed by the Board of Managing Directors and Supervisory Board. The request from minority shareholders (items 17 and 19 of the agenda) proposing that confidence be withdrawn from the Chairman of the Board of Managing Directors Martin Blessing and the request for a special audit have been disapproved.

The voting results for all items of the agenda (in German) will be published on the following website:
https://www.commerzbank.de/en/hauptnavigation/aktionaere/haupt/hauptversammlung_1.html

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