DGAP-UK-Regulatory: Commerzbank announces agenda for Annual

Commerzbank AG / AGM/EGM

02.04.2009

Release of a UK Regulatory Announcement, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement.
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Commerzbank announces agenda for Annual General Meeting held on May 15,
2009

- New members of the Supervisory Board to be appointed

- Increase in share capital to allow for SoFFin participation

Commerzbank invited its shareholders to the Annual General Meeting (AGM) to
be held on Friday, May 15, 2009, in the Jahrhunderthalle in Frankfurt am
Main-Höchst. If necessary, the AGM will be continued on Saturday, May 16,
2009. The agenda includes the approval of the 2008 financial statements and
management report (item 1), the granting of approval for the actions of the
committees (items 2, 3) and the appointment of the auditor (item 4,5).
Furthermore, the agenda (item 6) concerns the election of three new members
to the Supervisory Board. Decisions will also be made on the granting of an
authorization to purchase the bank's own shares (for purpose of securities
trading) and on the authorized share capital (items 7-9). The agenda (items
10-13) includes resolutions on the implementation of the Financial Market
Stabilization Fund's (Sonderfonds Finanzmarktstabilisierung, SoFFin) stake
in the bank. Amendments to the bank's articles of association and
additional requests will also be included in the agenda (items 14-19).

Increase in share capital

In January 2009, an agreement was reached with SoFFin regarding a 25% plus
one share stake in the bank's share capital and a silent participation of
EUR 8.2 billion. The respective capital increase will be proposed to the
AGM. Item 10 of the agenda suggests that the share capital be increased to
a total of approximately 1,181 million shares by issuing around 295 million
shares at an issue price of EUR 6 per share without pre-emptive rights. A
majority of at least two-thirds of the represented share capital is
required for this resolution to be passed, assuming that the Financial
Market Stabilization Supplementary Act
(Finanzmarktstabilisierungsergänzungsgesetz) has taken effect at the time
of the AGM. If at least half of the share capital is represented, a
majority of at least 50% is sufficient. According to item 11 of the agenda
the participation may also be implemented by means of a capital increase
with pre-emptive rights. In this case, up to approximately 310 million new
shares will be issued and offered for subscription to the shareholders. The
subscription price will be set at EUR 6 per share. SoFFin will acquire
shares not subscribed to and will subsequently hold a participation of up
to 25% plus one share of the increased share capital of the bank. According
to the Financial Market Stabilisation Supplementary Act, a majority of 50%
of the represented share capital is sufficient for this resolution to be
passed.

Conditional share capital

A resolution with respect to conditional capital will also be proposed to
the AGM so that SoFFin would be in the position to maintain its
participation of 25% plus one share in the event of Commerzbank carrying
out an increase in its share capital. In accordance with item 12 of the
agenda, SoFFin is to be granted conversion rights for the silent
participation that was agreed in January 2009. In case of a conversion of
all or part of the silent participation, Commerzbank's share capital may be
increased by up to 150 million new shares. For it to be passed, this
resolution requires at least 50% of the votes cast. If the Financial Market
Stabilization Supplementary Act is not adopted before the AGM takes place,
item 13 of the agenda proposes that SoFFin may use all or part of its
silent participation by means of a contribution in kind in order to
maintain its stake in the event of an increase in Commerzbank's share
capital. Under this option, the bank may increase its share capital by up
to 150 million new shares. A majority of at least three-quarters of the
represented share capital would be required for this resolution to be
passed.

Shareholders are entitled to participate in the AGM and exercise their
voting rights if they register by no later than May 8, 2009. Shareholders
may watch parts of the Commerzbank AGM live on the Internet from 10 a.m.
onwards on May 15, 2009, and if necessary on May 16, 2009. The access will
be provided at www.commerzbank.com. The text of the invitation to this
year's Commerzbank AGM including the agenda (both in German) can be found
at the following website today from 2 p.m. onwards, an English translation
will be published in due course:

https://www.commerzbank.de/de/hauptnavigation/aktionaere/haupt/hauptversam
mlung_1.html

Contact:
Commerzbank AG
Group Communications
Tel.: +49 69 136 - 22830
mediarelations@commerzbank.com

DGAP 02.04.2009
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Language: English
Issuer: Commerzbank AG
Kaiserplatz
60261 Frankfurt am Main
Deutschland
Phone: +49 (069) 136 20
Fax: -
E-mail: ir@commerzbank.com
Internet: www.commerzbank.de
ISIN: DE0008032004
Indices: DAX, CDAX, HDAX, PRIMEALL
Listed: Regulierter Markt in Berlin, Frankfurt (Prime
Standard), Hannover, München, Hamburg, Düsseldorf,
Stuttgart; Terminbörse EUREX; Foreign Exchange(s)
London, SWX
Category Code: MSC
LSE Ticker: CZB
Sequence Number: 155
Time of Receipt: Apr 02, 2009 07:23:55
End of News DGAP News-Service
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DGAP-UK-Regulatory: Commerzbank announces agenda for Annual General Meeting held on May 15, 2009