Press Release Press Release


May 12, 2011

Commerzbank finalises first step of corporate action to largely reduce the silent participations of SoFFin


  • Exchange of 1,004,149,984 CoMEN into Commerzbank shares effectuated
  • SoFFin additionally converts approximately EUR 1.4 billion silent participations into Commerzbank shares to maintain its shareholding of 25% plus 1 share

In accordance with the resolution of the Annual General Meeting of Commerzbank of May 6, 2011 to largely reduce the silent participations of the Financial Market Stabilisation Fund (SoFFin), 1,004,149,984 Conditional Mandatory Exchangeable Notes (CoMEN) were exchanged into Commerzbank shares today. The holders of CoMEN received 1 Commerzbank share for each CoMEN, carrying full dividend rights from January 1, 2011 onwards. Today, the exchanged shares were for the first time included in the stock exchange trading.

The new exchanged shares were created through the conversion of SoFFin silent participations as planned. In return, SoFFin has received the gross proceeds from the placement of the CoMEN totalling approximately EUR 4.3 billion. The issue price of the new shares of EUR 4.25 per share was, as planned, equal to the purchase price of the CoMEN.The conditional capital necessary to create the exchanged shares totalling approximately EUR 1.338 billion was already registered in the commercial register (Handelsregister) on May 9, 2011. Additionally, from this conditional capital, SoFFin today has converted approximately EUR 1.422 billion silent participations into approximately 334.7 million Commerzbank shares to maintain its shareholding in the share capital of Commerzbank of 25% plus 1 share. These shares are expected to be admitted to stock exchange trading on May 13, 2011. With this, the total number of Commerzbank shares outstanding amounts to approximately 2.7 billion after the finalisation of the first step of the corporate action.

Through the placement of the CoMEN and their exchange into Commerzbank shares as well as by the additional conversion of SoFFin silent participations into Commerzbank shares, Commerzbank has, with the volume of approximately EUR 5.7 billion in the first step of the corporate action, already reached more than half of the total target volume of EUR 11.0 billion.

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 above 60 sites in more than 50 countries and serves more than 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 59,000 employees.



The information contained herein serves information purposes and does not constitute a prospectus or any offer for sale or subscription of or solicitation or invitation of any offer to buy or subscribe for any securities for the purposes of EU Directive 2003/71/EC. Securities will solely be offered on the basis of a prospectus or other offering circular to be issued by the company in connection with such offering. Subject to approval by the German Federal Financial Services Supervisory Authority, a prospectus will be available free of charge from Commerzbank AG (Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main) and on the website of Commerzbank AG under The securities will be offered exclusively on the basis of the prospectus required to be approved by the Federal Financial Services Supervisory Authority.

This release does not constitute an offer to sell securities, or a solicitation of an offer to buy securities, in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the "Securities Act"). The securities of Commerzbank AG described herein have not been and will not be registered under the Securities Act, or the laws of any State, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable State laws. Commerzbank AG does not intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States.

This release is for information purposes only and does not constitute an offer document or an offer of transferable securities to the public in the U.K. to which section 85 of the Financial Services and Markets Act 2000 of the U.K. ("FSMA") applies and should not be considered as a recommendation that any person should subscribe for or purchase any of the Securities. The Securities will not be offered or sold to any person in the U.K. except in circumstances which have not resulted and will not result in an offer to the public in the U.K. in contravention of section 85(1) of FSMA. The communication of this document is restricted by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation. This document is not being distributed by, nor has it been approved for the purposes of section 21 of FSMA by, a person authorised under FSMA. This document is being communicated only at (I) persons who are outside the United Kingdom (II) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order") or (III) high net worth companies and other persons within the categories described in Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "Relevant Persons"). Any person who is not a Relevant Person should not act or rely on this [document] or any of its contents. The Securities are available only to, and any invitation, offer or agreement to purchase will be engaged in only with Relevant Persons. Persons in possession of this document are required to inform themselves of any relevant restrictions. No part of this document should be published, reproduced, distributed or otherwise made available in whole or in part to any other person without the prior written consent of Commerzbank AG (Stabilization/Regulation (EC) 2273/2003).

This release contains statements concerning the expected future business of Commerzbank, efficiency gains and expected synergies, expected growth prospects and other opportunities for an increase in value of the company as well as expected future net income per share, restructuring costs and other financial developments and information. These forward-looking statements are based on management's current expectations, estimates and projections. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Commerzbank has no obligation to periodically update or release any revisions to the forward-looking statements contained in this release to reflect events or circumstances after the date of this release.