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May 19, 2010

Commerzbank Annual General Meeting 2010: Overview of voting results

● Discharge granted to the Board of Managing Directors and the Supervisory Board
● Remuneration system for the Board of Managing Directors approved
● Authorized capital and conditional capitals voted through
● Requests for additions to the agenda (Ergänzungsverlangen) refused


The key issues addressed at today's Annual General Meeting of Commerzbank included the grant of discharge for the Board of Managing Directors and the Supervisory Board as well as a vote on measures providing the Bank with options to repay the silent participations (Stille Einlagen) held by the Financial Market Stabilization Fund (SoFFin). Specifically, the shareholders voted as follows:


Discharge (ITEM 2 and 3)
The members of the Board of Managing Directors and the Supervisory Board were granted discharge (with a majority of 98.6% and 98.4%).


Remuneration system for the Board of Managing Directors (ITEM 4)
The Annual General Meeting approved the new remuneration model for the Board of Managing Directors with a majority of 97.0% (268.7 million votes).


Authorized capital (ITEM 8)
The Board of Managing Directors was granted the proposed authorization to increase the share capital with consent of the Supervisory Board by up to a nominal amount of €1.535 billion (by up to approximately 590 million shares). The new shares should, in principle, be offered to the shareholders for subscription. Pre-emptive rights may be excluded, in particular, if silent participations of the SoFFin are brought in as a contribution in kind and if the resulting shares are immediately placed with investors.


Conditional capital (ITEM 9)
The Board of Managing Directors was, as proposed, authorized to issue convertible bonds or bonds with warrants and / or profit-sharing certificates (Genussrechte) in a nominal amount of up to €4 billion with pre-emptive rights. Conversion rights or warrants for up to 270 million Commerzbank shares (up to nominal €702 million) may be granted herewith.


Conversion right / SoFFin (ITEM 10)
In order to ensure that in case of a capital increase SoFFin is able retain its stake of 25% plus one share, the Annual General Meeting granted a conversion right for the silent participation agreed in November 2008 ("Silent Participation I"). Within the context of a partial or complete conversion, the share capital may thus increase by a nominal amount of up to €0.36 billion (up to approximately 137 million shares). A corresponding conversion right for the silent participation agreed in June 2009 ("Silent Participation II") had already been approved by the 2009 Annual General Meeting.


Other decisions (ITEMs 7, 11 and 12-15)
ITEM 7 (authorization to purchase own shares) and ITEM 11 (amendment of the Articles of Association to reflect the entry into force of the Act Implementing the Shareholders’ Rights Directive (ARUG) in 2009) were voted through as proposed by the Board of Managing Directors and the Supervisory Board. The requests for additions to the agenda (ITEMs 12 to 15: et al. withdrawal of confidence, appointment of special auditors) were refused by the Annual General Meeting.


The detailed voting results as regards the individual agenda items can be found at: www.commerzbank.com/agm

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