Commerzbank AG

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• Complete repayment of silent participations of SoFFin (EUR 1.6 bn) and Allianz (EUR 750 m)
• Capital increase with subscription rights of EUR 2.5 bn; 10:1 share consolidation
• Clear improvement in capital structure and ability to pay dividends
• Fully phased-in Basel 3 Common Equity Tier 1 ratio expected to increase after transaction to 8.6 % (pro forma at year-end 2012), up from 7.6 % at year-end 2012
• Blessing: “With the complete repayment of the silent participation of SoFFin, we are repaying ahead of schedule all components of the state support over which we have influence.”

Commerzbank is planning an early repayment in full of the silent participations of the Financial Market Stabilization Fund (SoFFin) of about EUR 1.6 billion and Allianz of EUR 750 million by means of a combined cash capital increase/capital increase through contributions in kind with subscription rights in the amount of EUR 2.5 billion. The capital increase is to be approved at the annual general meeting of Commerzbank, which is being brought forward to April 19, 2013. After the completion of the capital increase, SoFFin’s shareholding in Commerzbank is expected to decrease from 25 % plus one share to below 20 %. The regulatory capital structure of Commerzbank will be considerably improved by this transaction. The fully phased-in Basel 3 Common Equity Tier 1 ratio will increase as a result of this the transaction from 7.6 % as of year-end 2012 to 8.6 % on a pro forma basis as of that date.

“With the complete repayment of the silent participations of SoFFin we are repaying ahead of schedule all components of the state support over which we have influence. At the same time we are improving Commerzbank’s fully phased-in Basel 3 capital base on a sustainable basis and are enhancing future dividend paying ability,” said Martin Blessing, Chairman of the Board of Managing Directors of Commerzbank. “The support of politicians and the taxpayer was very important for us during the financial crisis. We would once again like to take this opportunity to thank them for this support. For us the repayment of the silent participations and the reduction in the Federal Republic’s stake marks the beginning of the end of the Federal Republic’s engagement in Commerzbank.”

Silent participations of SoFFin to be repaid in full

During the financial crisis, the Federal Republic supported Commerzbank with silent participations totaling EUR 16.4 billion in two steps in 2008 and 2009. The Bank has already repaid EUR 14.3 billion of this amount in 2011 together with a one-time payment of EUR 1.03 billion. With the announced repayment of the remaining EUR 1.6 billion, the silent participations of the Federal Republic will be repaid in full. At the same time SoFFin will receive a one-time payment of approximately EUR 60 million to compensate for the early repayment.

In addition to the silent participations, the Federal Republic had also acquired shares in Commerzbank, with the effect that its full exposure in the Bank amounted to about EUR 18.2 billion. Following the announced repayment in full of the silent participations, including debt servicing costs and compensatory payments, a total of about EUR 14.5 billion, or approximately 80 %, will already have been repaid. Commerzbank will then have repaid all the elements of the state support over which it has influence.

The announced repayment in full of the silent participations is also in line with the coalition agreement of the Federal Republic, which states that state support measures should be repaid swiftly following the end of the crisis while safeguarding the interests of the taxpayer. With the announced repayment, Commerzbank is now repaying the silent participations more quickly than planned.

Commerzbank using favorable capital markets environment

Commerzbank is taking advantage of the currently attractive capital markets environment for the early repayment of the silent participations and the planned capital increase. The associated capital measures require the approval of the annual general meeting of Commerzbank, the date of which has been brought forward from May 22, 2013 to April 19, 2013.

The annual general meeting will be asked to resolve on a combined EUR 2.5 billion cash capital increase/ capital increase through contributions in kind with subscription rights for the existing shareholders. The subscription rights ensure that the existing shareholders are able to maintain their stake in Commerzbank through the purchase of new shares. Furthermore, the general meeting is to decide on a capital reduction through the consolidation of shares in a ratio of 10:1. The consolidation of shares will cause the number of shares outstanding prior to the capital increase to decrease from 5.83 billion shares to 583 million shares. The stock consolidation and subsequent capital reduction have no impact on the amount of balance sheet equity capital of Commerzbank. They will, however, reduce execution risk for the capital increase. The full agenda for the annual general meeting, which also includes the terms of the proposed resolutions on the capital measures, will be published on 18 March 2013.

Deutsche Bank, Citi and HSBC have, on customary market conditions, agreed to underwrite the entire volume of the capital increase totalling EUR 2.5 billion.

The completion of the capital increase and the trading period for the subscription rights are planned for the period from mid-May to early June 2013. The subscription price will be determined in mid-May with a customary discount to the theoretical ex-rights price (TERP) on the day the subscription ratio is set. The Board of Managing Directors of Commerzbank will decide on the subscription ratio and the number of shares to be issued, as well as further details of the capital increase, with the consent of the Supervisory Board. The newly issued shares will have full dividend rights as of January 1, 2013.

SoFFin intends to support the transaction by exercising its subscription rights in full and, in proportion to its stake in Commerzbank, contributing silent participations in the amount of approximately EUR 625 million for shares. On behalf of SoFFin, the consortium of banks will, at the beginning of the subscription period, place with investors approximately EUR 625 million worth of Commerzbank shares out of SoFFin’s holdings. This is intended to ensure that the sales proceeds correspond to the volume of the silent participations used in exercising the subscription rights.

SoFFin will thereby participate in the capital increase without investing new capital. SoFFin will be repaid the remaining volume of its silent participation out of the proceeds of the cash capital increase. If, as intended, the Commerzbank shares from SoFFin’s holding are placed with investors and the subscription rights of SoFFin are fully exercised, SoFFin’s shareholding following the transaction is expected to fall to below 20 %. SoFFin and Commerzbank intend to commit themselves not to sell or issue any shares in the 180–day period following the execution of the transaction.

Further improvement in capital base

Commerzbank has significantly improved its capital base in the last few years through retained earnings and the reduction of risk-weighted assets, as well as through capital measures. This has meant that the Bank surpassed current regulatory requirements with a Core Tier 1 ratio (pursuant to Basel 2.5) of 12.0 % at year-end 2012. However, analysts and investors are already anticipating to the full application of Basel 3, which is only expected to become fully effective from 2019 onwards. Upon successful completion of the transaction, including the planned repayment of the silent participations and the associated capital increase, this fully phased-in Basel 3 Common Equity Tier 1 ratio would increase from 7.6 % at year-end 2012 to 8.6 % on a pro forma basis as of that date. “The improvement of our capital resources has the highest priority for us. In this respect we are making major progress with this capital measure, with the effect that we are already aiming to reach a fully phased-in Basel 3 Common Equity Tier 1 ratio of 9 % by the end of 2014. At the same time we are enhancing Commerzbank’s dividend payment ability in the future, thanks to the complete repayment of the silent participations of SoFFin and Allianz and the resulting reduction in debt servicing costs” said Chief Financial Officer Stephan Engels.

Improvement in the ability to pay dividends

Commerzbank sees benefits for its shareholders in the early repayment of the silent participations. With the resulting reduction of debt servicing costs and the removal of the obligation to repay the silent participations of SoFFin and Allianz, dividend payments may be possible at an earlier date in the future. The capital increase with subscription rights also ensures that existing shareholders are able to acquire new shares on a pro rata basis, thus preserving their proportional interests and avoiding dilution. Alternatively they also have the alternative of selling those subscription rights which they do not wish to exercise and thus receiving financial compensation for the resulting dilution.

Commerzbank offers shareholders “settlement of fractional shares” in the share consolidation

The number of outstanding Commerzbank shares will be reduced to one tenth of the current level in the planned share consolidation, while the share price is multiplied by ten. Thus, there is no economic change for shareholders. For shareholders whose current number of shares is not divisible by ten, Commerzbank is offering to evening-up fractional shares. The shareholders can decide individually whether to buy or to sell fractional shares. Commerzbank will pay the associated custody bank commission. This shareholder-friendly solution should ensure that existing shareholders are not burdened financially by the stock consolidation and reduction in the number of shares.

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Under www.tvservicebox.de you will find broadcast-ready video material with statements by Martin Blessing.

The videos can be viewed directly using mobile end devices.

Statements Martin Blessing: http://cbvideo.commerzbank.de/2013/SoFFinAllianz/Blessing_en/index.php

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Press contact:

Richard Lips +49 69 136 22461

Armin Guhl +49 69 136 42764

Simon Steiner +49 69 136 46646

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About Commerzbank

Commerzbank is a leading bank in Germany and Poland. It is also present worldwide in all markets for its customers as a partner to the business world. With the business areas Private Customers, Mittel-standsbank, Corporates & Markets and Central & Eastern Europe, it offers its private and corporate clients as well as institutional investors the banking and capital market services they need. With some 1,200 branches Commerzbank has one of the densest branch networks among German private banks. In total, Commerzbank boasts nearly 15 million private customers, as well as 1 million business and corporate clients. In 2012, it generated revenues of just under EUR 10 billion with approximately 56,000 employees on average.

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Disclaimer

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