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March 07, 2012

German Financial Market Stabilisation Fund (SoFFin) converts silent participations of approximately EUR 230.8 m into some 120 m Commerzbank shares

NOT FOR DISTRIBUTION IN THE UNITED STATES OF AMERICA OR TO U.S. PERSONS

In connection with the measure to improve its capital structure announced on February 23, 2012, the execution of the capital increase by means of a contribution in kind of 360,509,967 shares was registered in the commercial register today. As previously announced, the new shares were issued against the contribution in kind of hybrid capital instruments, subordinated debt securities and other capital instruments issued by Commerzbank and other companies to Commerzbank.

Subsequently, the German Financial Market Stabilisation Fund (SoFFin) has converted a portion of its silent participations into shares in order to maintain its equity interest ratio in Commerzbank (25% plus one share). This will result in a portion of the silent participation with a nominal value of approximately EUR 230.8 million being converted into 120,169,989 shares, using the conditional capital authorised in the 2011 Annual General Meeting of shareholders. SoFFin¿s remaining silent participation in Commerzbank therefore is reduced to approximately EUR 1.71 billion.

With the execution of both capital measures, the total number of Commerzbank shares has increased to 5,594,109,009 shares. The new shares will be included in stock exchange trading for the first time on March 8, 2012.


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About Commerzbank

Commerzbank is a leading bank for private and corporate customers in Germany. With the segments Private Customers, 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 52 countries and serves almost 15 million private clients as well as 1 million business and corporate clients worldwide. In 2011, it posted gross revenues of almost EUR 10 billion with 58,160 employees.


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IMPORTANT NOTICE

This document does not constitute an offer of securities in any jurisdiction where such offer would be unlawful.
In the European Economic Area, the exchange offers referred to herein were made exclusively to "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive. Qualified investors include (a) legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; or (b) legal entities which have two or more of (i) an average of at least 250 employees during the last financial year; (ii) a total balance sheet of more than EUR 43,000,000; and (iii) an annual net turnover of more than EUR 50,000,000 as shown in their last annual or consolidated accounts.

The exchange offers described herein were not made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. Accordingly, copies of this release and any other documents or materials relating to such exchange offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded in or into the United States. These materials do not contain or constitute an offer for sale or the solicitation of an offer to purchase securities in the United States. The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States absent registration under the Securities Act or pursuant to an available exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Commerzbank does not intend to conduct a public offering of shares in the United States.

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.

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