11/04/2012
Commerzbank invites its shareholders to its Annual General Meeting in the Jahrhunderthalle in Frankfurt am Main on Wednesday, May 23, 2012. The agenda includes the usual formalities such as presentation of the consolidated and individual financial statements for 2011 (item 1), approval of the actions of the corporate bodies (items 2, 3) and the election of the auditor of the annual accounts (items 4, 5).
The following additional items on the agenda should be emphasised:
Election of new members of the Supervisory Board (item 6)
Dott. Sergio Balbinot has resigned early from his position as a member of the Supervisory Board of Commerzbank AG, with effect from the end of the 2012 Annual General Meeting. The Supervisory Board therefore proposes to the Annual General Meeting that Dr. Gertrude Tumpel-Gugerell is to be elected to Commerzbank's Supervisory Board for the remainder of Dott. Sergio Balbinot's term of office until the Annual General Meeting that will decide about approving actions in the financial year 2012. Dr. Gertrude Tumpel-Gugerell is a former director of the European Central Bank and is now retired.
Standard resolutions to adjust the authorised and conditional capital
(item 7 and 9)
The authorised capital of listed companies is restristed to up to 50 % of the share capital pursuant to the German Stock Companies Act. If the portion of the existing authorised capital in relation to the current share capital has reduced, the company may adjust the authorised capital correspondingly by a resolution of the Annual General Meeting. Commerzbank has partially used the existing authorised capital (Authorised Capital 2011) for the capital increase against contribution in kind of around EUR 0.4 billion carried out at the beginning of March 2012. The share capital has also been increased by more than EUR 2.1 billion to around EUR 5.6 billion since the previous Annual General Meeting. The authorised capital is therefore to be amended through the regular adjustment process as part of the usual anticipatory resolutions. In addition to the remaining Authorised Capital 2011 (around EUR 1.6 billion) a further authorised capital of up to around EUR 1.2 billion (Authorised Capital 2012/I) is therefore supposed to be established.
The standard resolutions also comprise the authorisation to issue convertible bonds, bonds with warrants and/or profit sharing rights as part of the regular adjustment process to the current share capital (item 9). Subject to the approval of the Supervisory Board, the Board of Managing Directors therefore shall be authorised to issue, once or on multiple occasions, convertible bonds, bonds with warrants attached and/or profit sharing rights with a total nominal amount of up to EUR 8.4 billion. These securities may grant conversion rights or options entitling the holders to subscribe to up to 2.75 billion Commerzbank shares from new conditional capital (Conditional Capital 2012/I) in the amount of up to EUR 2.75 billion. This new authorisation replaces the authorisation granted by last year's Annual General Meeting (Conditional Capital 2011/II).
Protection against dilution for the Financial Market Stabilisation Fund (SoFFin) (item 10)
SoFFin is also to receive new Commerzbank shares in exchange for the full or partial contribution of its silent participation, in order to maintain its stake in the company's share capital of 25 % plus one share in the event of further capital increases. This protection against dilution on the basis of the Financial Market Stabilisation Acceleration Act is to be adjusted to the new authorisation for capital measures to be resolved at the Annual General Meeting. On March 7, 2012, SoFFin made partial use of the conditional capital resolved at the 2011 Annual General Meeting (up to around EUR 0.9 billion; Conditional Capital 2011/III) under its exchange right in order to maintain its stake of 25 % plus one share after the capital increase against contribution in kind. This reduced the Conditional Capital 2011/III to around EUR 0.8 billion. To supplement this conditional capital, Commerzbank's share capital may now be increased by up to around a further EUR 0.9 billion through the issue of new Commerzbank shares. A conditional capital increase of this kind is only carried out to the extent that SoFFin exercises its exchange right in order to maintain its stake in Commerzbank's share capital.
Options to further improve the capital structure (item 8)
With the new edition of the Financial Market Stabilisation Acceleration Act of February 24, 2012, the legislative body has provided the opportunity to further improve the capital structure. This legislation thus provides the opportunity to convert silent participations, which had been granted in the context of the financial crisis 2008 and 2009, into Core Tier 1 capital. As the silent participation of Allianz is not recognised as Core Tier 1 capital, the possibility of replacing it with share capital could therefore be an option for further optimising the capital structure. Pursuant to the equity capital requirements under Basel 3, the silent participation provided by the State in the context of the financial crisis 2008 will be recognised as Core Tier 1 capital only until the end of 2017. With item 8, the Board of Managing Directors of Commerzbank shall therefore receive the opportunity, with the approval of the Supervisory Board and in agreement with the silent partners, to redeem the existing silent participation of Allianz SE of EUR 0.75 billion and the silent participation of SoFFin amounting to around EUR 1.7 billion in the context of capital measures through the partial or full contribution of the silent participations. To this end, an authorisation shall be resolved pursuant to the Financial Market Stabilisation Acceleration Act in the edition of February 24, 2012 during the period through May 2017. In particular, this is to authorise the Board of Managing Directors of Commerzbank to increase Commerzbank's share capital by up to around EUR 2.4 billion in exchange for the partial or full contribution of the silent participation of Allianz SE and/or SoFFin. This authorisation also allows for a capital increase in exchange for cash to repay the silent participations of SoFFin and Allianz.
Shareholders who have registered at the latest by the end of May 16, 2012, are entitled to participate in the Annual General Meeting and exercise their right to vote. Excerpts of the Annual General Meeting of Commerzbank can be followed live on the internet from 10.00 a.m. on May 23, 2012. Access will be provided at www.commerzbank.de/hv.
The complete text of the invitation to the 2012 Annual General Meeting, including the agenda and the explanatory notes to the individual items, can also be found here.
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About Commerzbank
Commerzbank is a leading bank for private and corporate customers in Germany. With the segments Private Customers, 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 52 countries and serves almost 15 million private clients as well as 1 million business and corporate clients worldwide. In 2011, it posted gross revenues of almost EUR 10 billion with 58,160 employees.
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Disclaimer
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 the 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.
