Commerzbank AG / Capital Increase 22.05.2011 18:53 Dissemination of a UK Regulatory Announcement, transmitted by DGAP - a company of EquityStory AG. The issuer is solely responsible for the content of this announcement. --------------------------------------------------------------------------- THIS AD HOC RELEASE AND THE INFORMATION CONTAINED HEREIN ARE NOT BEING ISSUED AND MAY NOT BE DISTRIBUTED INTO OR WITHIN THE UNITED STATES OF AMERICA, CANADA, JAPAN Second step of capital measure to largely reduce SoFFin's silent participations: Commerzbank sets the conditions of the rights issue In accordance with the resolution of Commerzbank's Annual General Meeting of May 6, 2011, Commerzbank's Board of Managing Directors has, with the approval of the Supervisory Board, today set the subscription price and the further execution details of the rights issue. The rights issue is expected to raise total proceeds of approximately EUR 5.3 billion. This includes the Financial Market Stabilisation Fund's (SoFFin) participation by means of the partial contribution of its silent participations. A total of 2,435,695,761 new Commerzbank shares will be issued, carrying full dividend rights from January 1, 2011. The subscription price for the new shares from the rights issue is EUR 2.18. The new shares will be offered to the shareholders for subscription at a subscription ratio of 11:10. Correspondingly, 11 existing shares entitle the holder to subscribe for 10 new shares. Subscription rights are excluded for the residual share amount of 1,392,769 new shares resulting from the application of the subscription ratio. The subscription for one single new share or for integral multiples of a single share is possible. The subscription period will begin on May 24, 2011 and is expected to end on June 6, 2011 (both dates inclusive). The subscription rights for the new shares will be traded on the regulated market (XETRA and XETRA Frankfurt Spezialist) on the Frankfurt stock exchange between May 24, 2011 and June 1, 2011 (both dates inclusive). The new shares are expected to be included in stock exchange trading on June 7, 2011. The rights issue marks the second step of the capital measure to reduce SoFFin's silent participations by a total of approximately EUR 14.3 billion. Press contact: Reiner Rossmann +49 69 136 46646 Maximilian Bicker +49 69 136 28696 ***** 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) of the 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 (Stabilisation/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 22.05.2011 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 Indices: DAX, CDAX, HDAX, PRIMEALL Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime Standard), Hamburg, Hannover, München, Stuttgart; Terminbörse EUREX; London, SIX Category Code: MSC LSE Ticker: CZB Sequence Number: 817 Time of Receipt: May 22, 2011 18:17:50 End of Announcement DGAP News-Service ---------------------------------------------------------------------------
DGAP-UK-Regulatory: Commerzbank AG:
| Source: EQS Group AG