DGAP-News: Commerzbank AG:


DGAP-News: Commerzbank AG / Key word(s): Issue of Debt
Commerzbank AG:

18.03.2011 / 10:30

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NOT FOR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN,
THE UNITED STATES OF AMERICA OR THE REPUBLIC OF ITALY.

Commerzbank successfully finalises measure to optimise its Tier 2 capital
structure

- 61.3% of the two outstanding subordinated notes have been exchanged for
new 8-year subordinated note

- New subordinated note has a volume of EUR 1.25 bn and a coupon of 6.375%
p.a.

Commerzbank has successfully completed its measure to optimise its Tier 2
capital structure announced on March 8, 2011. In this transaction, holders
of two subordinated notes previously issued by Commerzbank with an
aggregate principal amount of EUR 2,000,000,000 were invited to offer any
and all of their notes in exchange for new euro denominated subordinated
notes to be due in 2019. The exchange period began on March 8, 2011 and
ended on March 17, 2011.

The holders of the two outstanding subordinated issues have exchanged 61.3%
of their notes for new subordinated notes. The following notes have been
exchanged by investors:

- Of the EUR 1,250,000,000 Subordinated Fixed to Floating Rate Notes of
2006/2016 (ISIN DE000CB07899) (the '2016 Notes') have been exchanged notes
in an aggregate principal amount of EUR 747,850,000

- Of the EUR 750,000,000 Subordinated Fixed to Floating Rate Notes of
2007/2017 (ISIN DE000CB8AUX7) (the '2017 Notes') have been exchanged notes
in an aggregate principal amount of EUR 477,150,000

The new euro denominated subordinated note (ISIN DE000CB83CE3) which
holders of the 2016 Notes and the 2017 Notes will receive in exchange has a
volume of EUR 1,253,629,000 with a maturity of 8 years and a coupon of
6.375% p.a.

Commerzbank does not currently intend to exercise its call options with
respect to any Subordinated Fixed to Floating Rate Notes of 2006/2016 (ISIN
DE000CB07899) or Subordinated Fixed to Floating Rate Notes of
2007/2017(ISIN DE000CB8AUX7) that remain outstanding. Any future call
decision will be made on an economic basis and with regard to prevailing
market conditions and regulatory capital requirements.

In an additional measure on March 9, 2011, Commerzbank had already
successfully placed a subordinated Benchmark note with institutional
investors. The euro denominated note issue has a volume of EUR
1,250,000,000 with a maturity of 10 years and a coupon of 7.75% p.a. The
issue was approximately 3.5-times oversubscribed.

The Dealer Managers for the exchange and Lead Manager for the issue of the
new Benchmark note were Barclays Capital, BNP Paribas, Citigroup and
Commerzbank.

These combined transactions mark an important step in efficiently managing
the Bank's Tier 2 capital, while taking into consideration prevailing
market conditions. They are intended to result in a long term optimisation
of the Bank's Tier 2 capital structure in the light of the transition to
Basel III. They will not have a direct impact on the Bank's Core Tier 1 or
Tier 1 capital.

Press contact: 
Reiner Rossmann +49 69 13 646 646 
Nils Happich  +49 69 13 644 986 

*****

About Commerzbank 

Commerzbank is a leading bank for private and corporate customers in
Germany. With the segments Private Clients, Mittelstandsbank, Corporates &
Markets, Central & Eastern Europe as well as Asset Based Finance, the Bank
offers its customers an attractive product portfolio, and is a strong
partner for the export-oriented SME sector in Germany and worldwide. With a
future total of some 1,200 branches, Commerzbank has one of the densest
networks of branches among German private banks. It has above 60 sites in
more than 50 countries and serves approximately 14 million private clients
as well as one million business and corporate clients worldwide. In 2010 it
posted gross revenues of EUR 12.7 billion with some 59,000 employees.

*****

Disclaimer

THIS ANNOUNCEMENT IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA,
ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN
ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA
ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF
COLUMBIA (THE 'UNITED STATES'). THE OFFER REFERENCED HEREIN IS NOT BEING
MADE, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, OR BY USE OF
THE MAILS, OR BY ANY MEANS OR INSTRUMENTALITY OF INTERSTATE OR FOREIGN
COMMERCE, OR OF ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE, OF THE
UNITED STATES AND THE OFFER CANNOT BE ACCEPTED BY ANY SUCH USE, MEANS,
INSTRUMENTALITY OR FACILITY OR FROM WITHIN THE UNITED STATES.

NOT FOR DISTRIBUTION TO ANY PERSON LOCATED IN THE REPUBLIC OF ITALY.

This release does not constitute an offer to sell or a solicitation of an
offer to purchase any securities in the United States. The securities
referred to herein (including the Notes and the shares of Commerzbank have
not been and will not be registered under the U.S. Securities Act of 1933,
as amended (the 'Securities Act') or the laws of any state within the U.S.,
and may not be offered or sold in the United States or to or for the
account or benefit of U.S. persons, except in a transaction not subject to,
or pursuant to an applicable exemption from, the registration requirements
of the Securities Act or any state securities laws. This release and the
information contained herein may not be distributed or sent into the United
States, or in any other jurisdiction in which offers or sales of the
securities described herein would be prohibited by applicable laws and
should not be distributed to United States persons or publications with a
general circulation in the United States. No offering of the Notes is being
made in the United States.


End of Corporate News

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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                                                     
Listed:      Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime  
             Standard), Hamburg, Hannover, München, SIX, Stuttgart;     
             Terminbörse EUREX; London                                  
 
 
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116040 18.03.2011