COMMERZBANK AKTIENGESELLSCHAFT

To our Shareholders Corporate Responsibility Management Report Risk Report Group Financial Statements Further Information 131
75
127 71 Business and overall conditions
135 79 Earnings performance, assets and financial position
147 91 Segment performance
137 193 Our employees
143 199 Report on events after the reporting period
144 200 Outlook and opportunities report
Important business policy events
The 2011 financial year was an eventful one for Commerzbank. The capital increase carried
out in the first half of the year was highly important for the Bank. Furthermore, in both the
first and fourth quarters, measures were implemented to optimise and strengthen the
Bank’s capital structure. These should also be seen in connection with the changeover to
the new regulatory requirements under Basel III and the European Banking Authority’s
(EBA) requirements that were published in December. The bank-wide project to integrate
Dresdner Bank was successfully concluded by the middle of the year, with all important
milestones having been passed. Moreover, the Bank expanded its advisory services and offering
in both national and international corporate customer business, and improved its position
in its core business. The Board of Managing Directors saw personnel changes in terms
of responsibility for the Central & Eastern Europe segment and, with effect from April 1,
2012, in the CFO’s function.
Capital measures for the major repayment of SoFFin
silent participations
In the second quarter of 2011 Commerzbank repaid a major portion of the silent participations
of the Financial Market Stabilisation Fund (SoFFin), totalling €16.2bn. The repayment of
€14.3bn consisted of about €3.3bn from free regulatory capital and €11.0bn from a capital
increase. Around €8.25bn of the capital increase was placed in the capital market, while
SoFFin converted approx. €2.75bn of its silent participations into Commerzbank shares to
maintain its stake of 25% plus 1 share in Commerzbank’s share capital. In addition, SoFFin
received a one-off payment of €1.03bn in connection with the repayment of the silent participations.
A two-stage package of measures was initiated for the capital increase: in the first stage
on April 6, 2011, around 1 billion conditional mandatory exchangeable notes (CoMEN) were
offered to shareholders and placed with national and international investors as part of a
bookbuilding procedure. Shareholders who held Commerzbank shares at the close of trading
on April 6, 2011 were allocated purchase rights within the scope of the CoMEN offering, i.e.
they were able to acquire one CoMEN for each share. The purchase price was set at €4.25
per CoMEN in the bookbuilding procedure, yielding a total of €4.3bn. Based on the resolution
of the General Meeting on May 6, 2011, some 1 billion CoMEN were exchanged for
Commerzbank shares on May 12, 2011, with entitlement to a share in profits from January
1, 2011. The new shares were created as planned by the conversion of SoFFin’s silent participations.
In exchange, SoFFin received the gross proceeds of approx. €4.3bn from the
placement of the CoMEN. As planned, the issue amount of the new no-par-value shares of
€4.25 per share from the new conditional capital matched the purchase price of the CoMEN.
The corresponding conditional capital of around €1.3bn for creating the new shares was
entered in the Commercial Register on May 9, 2011. Out of this conditional capital, SoFFin
also converted additional silent participations totalling about €1.4bn into some 334.7 million
Commerzbank shares on May 12, 2011. In all, the number of Commerzbank shares outstanding
after completion of the first stage of the capital measure was approx. 2.7 billion.
Group Management Report