COMMERZBANK AKTIENGESELLSCHAFT

94
Commerzbank AG
The silent participations are based on the agreement dated
December 19, 2008 and the supplementary agreement dated
June 3, 2009 on the establishment of a silent partnership
concluded between Financial Market Stabilisation Fund
(SoFFin), represented by the Financial Market Stabilisation
Authority (FMSA), and Commerzbank Aktiengesellschaft.
Interest of 9% p.a. will be paid on the participations, which
count in full as Tier I capital. The interest rate on the silent
participations rises in years when a dividend is paid. The
additional interest to be paid in such cases is based on the total
cash dividend paid out. For every €5,906,764 of cash dividend
paid, the interest rate will rise by 0.01%. Silent participations
are recognised separately under equity. A distribution is only
payable if there is a distributable profit. This condition was not
met in 2011 and no expenses were therefore incurred.
SoFFin participates in any net loss in proportion to the ratio
of the book value of the silent participation to the overall book
value of all of the Company’s liable capital participating in the
net loss (Art. 10 (2a), (4) and (5) KWG). After a reduction the
silent participation will be written up again in the following
financial years to its full original nominal value, provided that
this does not thereby cause or increase a net loss.
b) Capital reserve
In accordance with resolutions of the AGM on May 6, 2011,
silent participations were reduced by €11bn from capital
measures announced in an ad hoc announcement on April 6,
2011 and approved by the Commerzbank Aktiengesellschaft
AGM on May 6, 2011, and from €3.3bn of free regulatory
capital. The remaining SoFFin silent participations amounted
to €1,937,037,920.48. In connection with the capital measures,
a one-off payment of €1.03bn before taxes was agreed with
SoFFin as compensation for the early repayment of the silent
participations. Expenses of €219m were associated with the
capital increase.
Furthermore, Commerzbank Aktiengesellschaft and Allianz
SE concluded an agreement on June 3, 2009 on the establishment
of a silent partnership, on the basis of which Allianz SE, through a
subsidiary, provided Commerzbank Aktiengesellschaft with a
silent participation of €750,000,000.00. The silent participation
comes with a profit participation consisting of fixed interest of
9% p.a. on the nominal contribution amount plus additional
dividend-linked remuneration of 0.01% p.a. for each full
€5,906,764 of cash dividends paid. A distribution is only payable
if there is a distributable profit.
Moreover a silent partnership contribution of €842,473,825.02
was made by HT1 Funding GmbH.
€
As of 31.12.2010 1,576,279,026.27
Profit from trading in treasury shares 21,159,015.86
Additions 9,793,237,764.39
of which: allocation to capital reserve from capital reduction 2,142,186,635.20
Withdrawals – 3,158,802,194.80
As of 31.12.2011 8,231,873,611.72
In the Capital reserve, premiums from the issue of Commerzbank
Aktiengesellschaft shares are shown. Additional cash
payments from the issue of conversion and option rights
entitling holders to purchase Commerzbank Aktiengesellschaft
shares and the difference between acquisition costs and resale
proceeds of treasury shares are also recognised here.
As part of the capital measures, €9.79bn was transferred to
the capital reserve, of which €2.14bn was associated with the
capital reduction.