Commerzbank AG / AGM/EGM
19.05.2010 22:35
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Commerzbank Annual General Meeting 2010: Overview of voting results
- Discharge granted to the Board of Managing Directors and the Supervisory
Board
- Remuneration system for the Board of Managing Directors approved
- Authorized capital and conditional capitals voted through
- Requests for additions to the agenda (Ergänzungsverlangen) refused
The key issues addressed at today's Annual General Meeting of Commerzbank
included the grant of discharge for the Board of Managing Directors and the
Supervisory Board as well as a vote on measures providing the Bank with
options to repay the silent participations (Stille Einlagen) held by the
Financial Market Stabilization Fund (SoFFin). Specifically, the
shareholders voted as follows:
Discharge (ITEM 2 and 3)
The members of the Board of Managing Directors and the Supervisory Board
were granted discharge (with a majority of 98.6% and 98.4%).
Remuneration system for the Board of Managing Directors (ITEM 4)
The Annual General Meeting approved the new remuneration model for the
Board of Managing Directors with a majority of 97.0% (268.7 million votes).
Authorized capital (ITEM 8)
The Board of Managing Directors was granted the proposed authorization to
increase the share capital with consent of the Supervisory Board by up to a
nominal amount of EUR1.535 billion (by up to approximately 590 million
shares). The new shares should, in principle, be offered to the
shareholders for subscription. Pre-emptive rights may be excluded, in
particular, if silent participations of the SoFFin are brought in as a
contribution in kind and if the resulting shares are immediately placed
with investors.
Conditional capital (ITEM 9)
The Board of Managing Directors was, as proposed, authorized to issue
convertible bonds or bonds with warrants and / or profit-sharing
certificates (Genussrechte) in a nominal amount of up to EUR4 billion with
pre-emptive rights. Conversion rights or warrants for up to 270 million
Commerzbank shares (up to nominal EUR702 million) may be granted herewith.
Conversion right / SoFFin (ITEM 10)
In order to ensure that in case of a capital increase SoFFin is able retain
its stake of 25% plus one share, the Annual General Meeting granted a
conversion right for the silent participation agreed in November 2008
('Silent Participation I'). Within the context of a partial or complete
conversion, the share capital may thus increase by a nominal amount of up
to EUR0.36 billion (up to approximately 137 million shares). A
corresponding conversion right for the silent participation agreed in June
2009 ('Silent Participation II') had already been approved by the 2009
Annual General Meeting.
Other decisions (ITEMs 7, 11 and 12-15)
ITEM 7 (authorization to purchase own shares) and ITEM 11 (amendment of the
Articles of Association to reflect the entry into force of the Act
Implementing the Shareholders' Rights Directive (ARUG) in 2009) were voted
through as proposed by the Board of Managing Directors and the Supervisory
Board. The requests for additions to the agenda (ITEMs 12 to 15: et al.
withdrawal of confidence, appointment of special auditors) were refused by
the Annual General Meeting.
The detailed voting results as regards the individual agenda items can soon
be found at: www.commerzbank.com/agm
Contact:
Commerzbank AG
Group Communications
Tel.: +49 69 136 - 22830
mediarelations@commerzbank.com
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Language: English
Company: 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
WKN: 803200
Indices: DAX, CDAX, HDAX, PRIMEALL
Listed: Regulierter Markt in Berlin, Frankfurt (Prime Standard),
Düsseldorf, München, Hannover, Stuttgart, Hamburg;
Terminbörse EUREX; Foreign Exchange(s) London, SIX
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DGAP-News: Commerzbank Annual General Meeting 2010: Overview of voting results
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