COMMERZBANK AKTIENGESELLSCHAFT

Recent developments
Optimisation of the capital structure
As part of the optimisation measures resolved on February 23, 2012, Commerzbank's Board of
Managing Directors, with the approval of the Supervisory Board, resolved on March 2, 2012 upon a
capital increase of 360,509,967 new bearer shares (no-par-value shares) against contribution in kind
of selected securities. The selected securities contributed comprise hybrid capital instruments,
subordinated debt securities and other capital instruments issued by Commerzbank and other
companies to Commerzbank with an aggregate principal amount of €965 million. The transaction will
lead to a post-tax positive effect of €87 million in the consolidated results of Commerzbank pursuant to
IFRS and will increase the Core Tier 1 capital by €776 million in the first half of 2012.
The German Financial Market Stabilisation Fund (SoFFin) maintained its equity interest ratio in
Commerzbank (25% plus one share) upon completion of the transaction. For this purpose a portion of
the silent participation with a nominal value of approximately € 230.8 million was converted into
120,169,989 no-par-value shares out of the conditional capital authorised in the 2011 Annual General
Meeting of shareholders. SoFFin's remaining silent participation in Commerzbank therefore was
reduced to approximately € 1.71 billion.
With the execution of both capital measures, the total number of Commerzbank shares has increased
to 5,594,109,009 shares.
Restructuring of Eurohypo and repositioning of the business area Commercial Real Estate
The European Commission has informed the Federal Republic of Germany on March 30, 2012 that it
has changed the condition imposed on Commerzbank in 2009 to divest its subsidiary Eurohypo into a
condition to run down the company. Accordingly, Commerzbank has to reduce in full both the state
financing business (Public Finance) as well as the bulk of the commercial real estate financing (noncore
areas Commercial Real Estate) of Eurohypo. Merely a clearly scaled-down part of the
commercial real estate financing in Germany, United Kingdom, France, and Poland may be continued.
In accordance with the conditions imposed by the European Commission, the non-core activities of
Eurohypo (Public Finance and non-core areas in Commercial Real Estate) have to be clearly
separated in organisational terms from the core activities (core areas in Commercial Real Estate).
The Boards of Managing Directors of Commerzbank and Eurohypo have decided to implement the
conditions of the European Commission as follows: The business areas Commercial Real Estate and
Public Finance will be realigned in organisational terms. In the future, the non-core activities will be
managed in a new group-internal reduction unit named "Non Core Assets" (NCA). The objective of
Commerzbank is to further consistently reduce the portfolios of these non-core activities. The clearly
scaled-down commercial real estate business in Germany, United Kingdom, France, and Poland is to
be gradually transferred to Commerzbank in the coming years. In operational terms, it will be
continued in the future as part of the new Commerzbank segment "Real Estate and Ship Finance"
(RES), that will replace the existing segment Asset Based Finance (ABF) as of July 1, 2012. The core
activities in the area of Commercial Real Estate will continue to be optimised in terms of its risks and
profitability. In accordance with the conditions imposed by the European Commission, the Eurohypo
brand has to be given up. While adapting to the changing business framework conditions, Eurohypo
will be continued for the time being.
The decision by the European Commission foresees further conditions: The core-activities in the area
of Commercial Real Estate may not exceed a volume of €25 billion including the annual maximum
new business volume of €5 billion through to the end of 2015. Excepting the non-core activities,
Commerzbank has to reduce its balance sheet to €600 billion as of the end of 2012 and it may not
exceed this level until the end of 2014. In addition, the acquisition ban has been extended to the end
of March 2014.
Frankfurt am Main, April 13, 2012
COMMERZBANK
AKTIENGESELLSCHAFT
by: Kürschner by: Gerhardt
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