COMMERZBANK AKTIENGESELLSCHAFT

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Commerzbank AG
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 pro-
ceeds 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.
The second stage was a capital increase with subscription rights, where the shares exchanged
for CoMEN in the first stage also carried subscription rights. Based on the General
Meeting’s resolution on May 6, 2011, the Board of Managing Directors of Commerzbank set
the subscription price at €2.18, with the approval of the Supervisory Board. In the course of
the capital increase with subscription rights, some 2.4 billion new shares were issued with
entitlement to a share in profits from January 1, 2011. In all, proceeds totalled approx.
€5.3bn. As agreed, SoFFin participated fully in the capital increase. The completion of the
capital increase was entered in the Commercial Register on June 6, 2011.
Optimising and strengthening the capital structure
In addition to the two-stage capital increase, Commerzbank carried out measures to optimise
and strengthen its capital structure in the first and fourth quarters of 2011.
In mid-January, Credit Suisse Securities (Europe) Limited (Credit Suisse) acquired from
investors hybrid equity instruments (trust preferred securities) issued by companies of the
Commerzbank Group, in its own name and for its own account, at prices below the nominal
value, and paid them in as a contribution in kind in exchange for new Commerzbank shares
issued from Commerzbank’s authorised capital. A banking syndicate consisting of Credit
Suisse, Citigroup, Goldman Sachs and UBS placed around 118.1 million shares with institutional
investors on January 13, 2011, which equated to 10% less 1 share of Commerzbank’s
share capital at that time. The Financial Market Stabilization Fund (SoFFin) maintained its
equity interest ratio in Commerzbank of 25% plus 1 share upon completion of the transaction.
In addition, around €221m of SoFFin’s silent participations from the conditional capital
created at the 2009 Annual General Meeting was converted into approx. 39.4 million shares.
As part of the long-term optimisation of the Bank’s subordinated capital structure with a
view to the changeover to Basel III, Commerzbank successfully placed a benchmark subordinated
bond with institutional investors at the beginning of March 2011. The issue, which is
denominated in euro, is for €1.25bn, has a term of ten years and carries a coupon of 7.75%
per annum. In a second step, Commerzbank sent investors an invitation to offer for exchange
any or all of two outstanding subordinated notes. The notes, with a total nominal value of
€2,000,000,000, could be exchanged into a new subordinated bond maturing in 2019 and carrying
a coupon of 6.375% per annum. At least 61% of the debt securities were exchanged.