Commerzbank AG

THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN ARE NOT BEING ISSUED AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA.

• Resolutions on a combined cash capital increase/capital increase through contributions in kind to repay silent participations of the Financial Market Stabilization Fund (SoFFin) and Allianz in full
• Cancellation of Authorized and Conditional Capital in accordance with the German Financial Stabilization Acceleration Act
• Regular election of new members and substitute members of the Supervisory Board

Commerzbank invites its shareholders to its Annual General Meeting at the Frankfurt Fair, Exhibition Hall 1, in Frankfurt/Main on Friday, April 19, 2013. The agenda includes the usual procedures such as the presentation of the consolidated and individual financial statements for 2012 (item 1), approval of the actions of the corporate bodies (items 2, 3) and the election of the auditor of the annual accounts (items 4, 5).

The following additional items on the agenda should be emphasized:

New election of members and substitute members in the Supervisory Board (item 6)

The term of office of all members of the Supervisory Board representing the shareholders ends at the conclusion of the Annual General Meeting on April 19, 2013, and consequently a new election by the general shareholders’ meeting is required. The term of the new Supervisory Board members to be elected will again be five years and will end with the Annual General Meeting which will decide on the ratification of actions for the fiscal year 2017.

The Supervisory Board proposes to the Annual General Meeting to elect the following designated persons to the Supervisory Board as representatives of the shareholders: Dr. Nikolaus von Bomhard (Chairman of the executive board of Münchener Rückversicherungs-Gesellschaft Aktiengesellschaft), Karl-Heinz Flöther (Independent management consultant), Prof. Dr.-Ing. Hans-Peter Keitel (Former President of the Federal Association of German Industry), Dr. Markus Kerber (Chief Executive Director of the Federal Association of German Industry), Prof. h.c. (CHN) Dr. rer. oec. Ulrich Middelmann (Former vice-chairman of the executive board of ThyssenKrupp AG), Klaus-Peter Müller (Chairman of the supervisory board of Commerzbank Aktiengesellschaft), Dr. Helmut Perlet (Chairman of the supervisory board of Allianz SE),            Petra Schadeberg-Herrmann (Managing shareholder of Krombacher Finance GmbH), Dr. Marcus Schenck (Member of the executive board of E.ON AG) und Dr. Gertrude Tumpel-Gugerell ((Retired) Director of the European Central Bank).

In case the Annual General Meeting accepts these propositions, there will be three new representatives of the shareholders on the Supervisory Board, namely Karl-Heinz Flöther, Dr. Markus Kerber, and Petra Schadeberg-Hermann. The current members of the Supervisory Board Dr.-Ing. Burckhard Bergmann, Dr.-Ing. Otto Happel, and Dr. h. c. Edgar Meister will quit the Supervisory Board at the conclusion of this year’s Annual General Meeting.

If he is elected, Mr. Klaus-Peter Müller will be proposed to the members of the Supervisory Board as the chairman of the Supervisory Board. The Supervisory Board proposes to the Annual General Meeting to elect the following persons as substitute members of the Supervisory Board for the above-mentioned representatives of the shareholders: Dr. Roger Müller (Managing Director and General Counsel of Deutsche Börse AG) and Solms U. Wittig (Chief Legal Officer and Chief Compliance Officer of Linde AG). It is intended to have the Annual General Meeting decide on the election of the new Supervisory Board by way of an individual vote.

Redemption of some shares in order to smooth the share capital and subsequent reduction of the share capital by combining shares in a ratio of 10 to 1(item 7 and 8)

In order to enable the execution of the share capital increase which was announced on March 13, the Annual General Meeting will be asked to resolve on a slight smoothing of the share capital and 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 will have no impact on the amount of on-balance sheet equity capital of Commerzbank. It will, however, assist in reducing execution risk for the capital increase.

Increase of the share capital via a combined cash capital increase/capital increase through contributions in kind (item 9)

In order to repay in full the existing silent participations of the Financial Market Stabilization Fund (SoFFin) and Allianz as well as to improve the Company’s equity capital structure with regard to the changes under the Basel 3 rules, Commerzbank intends, as already announced, to carry out a combined cash capital increase/capital increase through contributions in kind with subscriptions rights in the amount of
EUR 2.5 million. To this end, an authorization shall be resolved pursuant to the German Financial Stabilization Acceleration Act (FMStBG). The newly issued shares will have full dividend rights as of January 1, 2013.

With the exception of SoFFin, a direct subscription right will be granted to the shareholders. This will ensure that the existing shareholders will be able to maintain their stake in Commerzbank through the purchase of new shares. SoFFin will be granted a direct subscription right which it will execute through the contribution of its silent participation. The portion of the silent participation that will be contributed per share will correspond to the subscription price for the new shares. Because of the planned parallel sale of existing shares, SoFFin’s shareholding in Commerzbank will decrease to below 20 % by the completion of the transaction. The remaining silent participations of SoFFin and Allianz are to be repaid from the proceeds of the cash component of the capital increase.

Cancellation of Authorized and Conditional capital according to the German Financial Stabilization Acceleration Act(item 10)

In the event that the Annual General Meeting 2013 adopts the announced combined cash capital increase/capital increase through contributions in kind, the remaining outstanding silent participations of SoFFin and Allianz will have been repaid in full after the execution of the resolutions. Therefore, existing Authorized and Conditional Capital will accordingly no longer be needed and are supposed to be cancelled in full. These are the Authorized Capital 2012/II and the Conditional Capital 2011/III and 2012/II, respectively. These had been created for different reasons. The Annual General Meeting 2012 had authorized the Executive Board of Commerzbank to increase the share capital of the Company prior to the Annual General Meeting 2017 by a maximum total of EUR 2.455 million in order repay silent participations of SoFFin and Allianz (Authorized Capital 2012/II). Furthermore, the Annual General Meetings 2009 and 2010 had on the basis ofthe FMStBG granted the right to SoFFin to demand the issuance of shares in order to maintain its proportionate participation in the share capital of the Company in the amount of 25% plus one share in the event of further capital increases. In order to provide the basis for this right of exchange, the Annual General Meetings 2011 and 2012 had adopted two amounts of Conditional Capital respectively (Conditional Capital 2011/III and 2012/II).

The Authorized Capital 2011 and 2012/I as well as the Conditional Capital 2012/I (authorization to issue convertible bonds or bonds with warrants as well as profit participation rights) will continue to exist. However, because of the changes in the share capital resulting from the proposed measures under items 7-9, Commerzbank’s Executive Board has committed itself to make use of the Authorized Capital and the Conditional Capital 2012/I only to the extent that the statutory upper limit of 50% of the share capital, as constituted after the execution of the capital measures suggested under items 7-9, will not be exceeded. The Executive Board has further committed to limit any exclusion of subscription rights to a maximum of 20% of the share capital after the conclusion of the transaction. These limitations will only be rescindable with the approval of the general shareholders’ meeting.

Shareholders who haveregistered by the end of April 15, 2013 at the latest, are entitled to participate in the Annual General Meeting and exercise their right to vote. Excerpts of Commerzbank’s Annual General Meeting can be followed live on the internet beginning at 10.00 a.m. on April 19, 2013. Access will be provided at www.commerzbank.com/agm.

The complete text of the invitation to the 2013 Annual General Meeting, including the agenda and the explanatory notes to the individual items, can also be found at www.commerzbank.com/agm.

 

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Press contact:

Simon Steiner               +49 69 136 46646

Nils Happich                 +49 69 136 44986

Karsten Swoboda         +49 69 136 22339

 

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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, Mittelstandsbank, 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

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 www.commerzbank.com. The securities will be offered exclusively on the basis of the prospectus required to be approved by the Federal Financial Services Supervisory Authority.

This press 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 press 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 press release 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.

This release contains forward-looking statements. Forward-looking statements are statements that are not historical facts. In this release, these statements concern the expected future business of Commerzbank, efficiency gains and expected synergies, expected growth prospects and other opportunities for an increase in value of Commerzbank as well as expected future financial results, restructuring costs and other financial developments and information. These forward-looking statements are based on the 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. Such factors include the conditions in the financial markets in Germany, in Poland, elsewhere in Europe and other regions from which Commerzbank derives a substantial portion of its revenues and in which Commerzbank holds a substantial portion of its assets, the development of asset prices and market volatility, potential defaults of borrowers or trading counterparties, the implementation of Commerzbank’s strategic initiatives, the reliability of Commerzbank’s risk management policies, procedures and methods, and other risks. Forward-looking statements therefore speak only as of the date they are made. 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.