Press Release Press Release


May 06, 2011

Commerzbank Annual General Meeting 2011: Overview of voting results


  • Corporate action to largely reduce SoFFin silent participations approved
  • Discharge granted to the Board of Managing Directors and the Supervisory Board
  • Authorized capital and conditional capital approved
  • Request for addition to the agenda (Ergänzungsverlangen) refused

The focus at today's Annual General Meeting (AGM) of Commerzbank was on the resolutions of a corporate action to largely reduce silent participations of the Financial Market Stabilisation Fund (SoFFin) as planned. Among other issues, the AGM also voted on the creation of new authorised capital and new conditional capital to replace existing capital. The details of the shareholder votes regarding the most important items are given below.

Approval of acts (items 2 and 3)

The members of the Board of Managing Directors and Supervisory Board were granted discharge (with a majority of 99.0% respectively 99.0%).

Reduction of each share's arithmetical quota of subscribed capital (item 7)

The AGM adopted the proposal to reduce the arithmetical quota of each share in the subscribed capital from EUR 2.60 to EUR 1.00.

Conversion right in favour of SoFFin, creation of conditional capital (item 8) and share capital increase (item 9) pursuant to the German

Financial Market Stabilisation and Acceleration Act (FMStBG)
With a majority of 98.9% respectively 98.9%, the AGM created the conditions for executing the two-step corporate action to largely reduce the SoFFin silent participations as planned. This establishes the essential condition for the exchange of the 1,004,149,984 Conditional Mandatory Exchangeable Notes (CoMEN) placed with shareholders and new investors in April 2011 for Commerzbank shares carrying full dividend rights from January 1, 2011 onwards. The holders of CoMEN will receive 1 Commerzbank share for each CoMEN, expected on May 12, 2011, carrying full dividend rights from January 1, 2011 onwards. SoFFin will then convert additional silent participations originating from the new conditional capital into shares in order to maintain its shareholding of 25% plus 1 share. The first step of the corporate action will redeem SoFFin silent participations to a total amount of EUR 5.7 billion. The remaining EUR 5.3 billion will subsequently be raised through a rights issue. This will raise the targeted total volume of EUR 11.0 billion under the corporate action to largely reduce the SoFFin silent participations. The new shares are expected be offered to shareholders for subscription from the end of May 2011 to the beginning of June 2011. The shares delivered in exchanged for CoMEN in the first step of the corporate action are also entitled to subscription rights.

Authorised capital (item 10), authorisation to issue convertible bonds, warrants attached to bonds and/or profit participation certificates (item 11) and conditional capital (item 12)

The creation of new authorized capital and new single conditional capital in order to protect SoFFin from dilution instead of the existing arrangement was also approved. The existing authorisation to issue convertible bonds, warrants attached to bonds and/or profit participation certificates is duly replaced.

Other resolutions

The proposed amendment of §14 (1) of the articles of incorporation to increase flexibility in convening meetings of the Supervisory Board was also adopted (item 13). The request for addition to the agenda (withdrawal of confidence) was refused by the Assembly (item 14).

Press contact:
Reiner Rossmann +49 69 136 46646
Maximilian Bicker +49 69 136 28696
Simone Fuchs +49 69 136 44910

About Commerzbank
Commerzbank is a leading bank for private and corporate customers in Germany. With the segments Private Clients, 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 50 countries and serves approximately 14 million private clients as well as one million business and corporate clients worldwide. In 2010 it posted gross revenues of EUR 12.7 billion with some 59,100 employees.

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