DGAP-News: Commerzbank AG / Key word(s): AGM/EGM/Corporate Action Commerzbank AG: Annual General Meeting 2011 06.05.2011 / 10:09 --------------------------------------------------------------------- THIS PRESS RELESE AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR DISTRIBUTION IN OR WITHIN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR AUSTRALIA. Annual General Meeting 2011 votes on corporate action to largely reduce silent participations of SoFFin - Klaus-Peter Müller: '2010 was a good year for Commerzbank, we improved substantially, and the Bank is on the right track.' - Martin Blessing: 'We returned to profitability one year earlier than expected. The strategy 'Roadmap 2012' is bearing fruit faster than anticipated.' The focus at today's Annual General Meeting (AGM) of Commerzbank is on the resolutions of a corporate action to largely reduce silent participations of the Financial Market Stabilisation Fund (SoFFin) as planned. The 2011 AGM will also decide on the creation of new authorised capital and new conditional capital to replace existing capital. In addition, there are various formal matters to be decided. The Commerzbank AGM is being held at Frankfurt's Jahrhunderthalle. Before the event, Klaus-Peter Müller, Chairman of the Supervisory Board of Commerzbank, made the following statement: '2010 was a good year for Commerzbank, we improved substantially, and the Bank is on the right track. This is particularly evident in the successful integration of Dresdner Bank and the excellent results for the first quarter of 2011.' Martin Blessing, Chairman of the Board of Managing Directors of Commerzbank, said: '2010 was a successful year for us. The strategy 'Roadmap 2012' is bearing fruit faster than anticipated. Our business model is working, even in difficult markets. We returned to profit one year earlier than expected. We have also pushed ahead with de-risking and reducing volumes. To a great degree, we reflect the German economy, and we benefit from its strengths.' 'The Bank's positive development gives us the possibility to reduce the SoFFin silent participations ahead of schedule and in one transaction. We successfully completed the first step of the corporate action in April, and have already reached more than half the target volume of EUR 11.0 billion.' 'We also successfully merged the IT systems over the Easter holidays. This was the final key milestone of the integration.' 'Commerzbank got off to an excellent start in 2011 with an operating result of EUR 1.14 billion in the first quarter. From January to March 2011 we achieved our best quarterly results to date.This shows the potential of the Bank in normalised markets. Once again, Mittelstandsbank and Corporates & Markets delivered a strong earnings contribution. In our Private Customers business, we have made significant progress. In Central & Eastern Europe the positive trend has stabilised. The excellent results are proof of the success of implementing our strategy 'Roadmap 2012'.' 'Overall - given a stable market environment - we expect the 2011 operating profit to significantly exceed 2010. This will make 2011 another step on the way to our 'Roadmap 2012' target of an operating profit exceeding EUR 4 billion in 2012, pre regulatory effects and under stable market conditions.' As announced on April 6, 2011, the silent participations of SoFFin are to be reduced from their current level of EUR 16.2 billion by around EUR 14.3 billion until June 2011, and thus to repay them to a large extent. The Bank is planning a corporate action for this comprising two steps, with a total volume of EUR 11.0 billion. In the first step in April 2011 Commerzbank successfully placed 1,004,149,984 Conditional Mandatory Exchangeable Notes (CoMEN) - subject to the necessary vote by today's AGM - to raise EUR 5.7 billion (including the planned conversion of the SoFFin silent participations into shares). This corresponds to more than half of the total target volume for both steps of the corporate action. The holders of CoMEN will receive 1 Commerzbank share for each CoMEN, expected on May 12, 2011, carrying full dividend rights from January 1, 2011 onwards. As a second step, a rights issue to raise the remaining EUR 5.3 billion is foreseen. This is to be executed from the end of May to the beginning of June 2011. It is planned that once the first and second step have been implemented, SoFFin will maintain its stake in the share capital of Commerzbank of 25% plus 1 share. All the shareholder resolutions needed for the corporate actions to largely reduce the SoFFin silent participations are to be taken today in the AGM. In the framework of the overall transaction Commerzbank is also as announced redeeming SoFFin silent participations to the amount of approximately EUR 3.3 billion from excess regulatory capital. Together with the two steps of the corporate action, this reduces the silent participations of SoFFin by a total of EUR 14.3 billion. The agenda and other documentation for the AGM, as well as a link to a live broadcast of the speeches of the Supervisory Board and the Chairman of the Board of Managing Directors, can be found at www.commerzbank.com/agm Press contact: Reiner Rossmann +49 69 136 46646 Maximilian Bicker +49 69 136 28696 Simone Fuchs +49 69 136 44910 ***** 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 around 60 sites in 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 59,100 employees. ***** Disclaimer This publication is intended for information purposes and is neither a prospectus, nor an offer to sell, nor a solicitation of an offer to purchase, nor an invitation to purchase or subscribe to securities of Commerzbank AG. The offering will be conducted solely through and on the basis of the approved and publicized Prospectus (comprising a Registration Document, a Securities Note, a Summary as well as any Supplements thereto; together, the 'Prospectus'). An investment decision in respect of the publicly offered securities of Commerzbank AG should only be made on the basis of the Prospectus. The Prospectus is available free of charge at Commerzbank AG (Kaiserstrasse 16 (Kaiserplatz), 60311 Frankfurt am Main) and on the website of Commerzbank AG at www.commerzbank.com. 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 of Commerzbank AG referred to herein 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 United States, and may not be offered or sold in the United States absent exemption from, or in a transaction not subject to, the registration requirements of the Securities Act or the laws of any state within the United States. Commerzbank AG does not intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States. This release is only directed at (I) persons who are outside the United Kingdom, (II) investment professionals falling within Article 19(5) oft he Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (III) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as 'relevant persons'). Any person who is not a relevant person should not act or rely on this release or any of its contents. Any investment or investment activity to which this release relates is available only to and will be engaged in only with relevant persons (Stabilization/Regulation (EC) 2273/2003). This release contains statements concerning the expected future business of Commerzbank, efficiency gains and expected synergies, expected growth prospects and other opportunities for an increase in value of the company as well as expected future net income per share, restructuring costs and other financial developments and information. These forward-looking statements are based on management's current expectations, estimates and projections. They are subject to a number of assumptions and involve known and unknown risks, uncertainties and other factors that may cause actual results and developments to differ materially from any future results and developments expressed or implied by such forward-looking statements. Commerzbank has no obligation to periodically update or release any revisions to the forward-looking statements contained in this release to reflect events or circumstances after the date of this release. Contact: Commerzbank AG Group Communications Tel.: +49 69 136 - 22830 mediarelations@commerzbank.com End of Corporate News --------------------------------------------------------------------- 06.05.2011 Dissemination of a Corporate News, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. DGAP's Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases. Media archive at www.dgap-medientreff.de and www.dgap.de --------------------------------------------------------------------- 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 End of News DGAP News-Service --------------------------------------------------------------------- 123281 06.05.2011
DGAP-News: Commerzbank AG: Annual General Meeting 2011
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