27/06/2012
Commerzbank AG / Key word(s): Corporate Action/Transaction in Own
Shares
27.06.2012 / 19:36
---------------------------------------------------------------------
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR
INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA OR JAPAN.
Payment of variable remuneration in shares strengthens Core Tier 1 capital
of Commerzbank by EUR 213.8 m
- Almost 90% of the eligible non-pay-scale employees opt for payment in
Commerzbank shares
- Measure further improves the capital base of the Bank in the light of
the stricter requirements of Basel 3
Commerzbank will satisfy EUR 213.8 million of the individual variable
remuneration entitlements of its non-pay-scale employees for 2011 in shares
of Commerzbank AG. The Board of Managing Directors of Commerzbank has with
the approval of the Supervisory Board, therefore, today adopted a
resolution on the execution of the capital increase against contribution in
kind. According to this the subscribed capital of Commerzbank is to be
increased by means of a contribution in kind by approximately 176.5 million
shares, i.e. by approximately 3.2%, using authorised capital with the
exclusion of the shareholders' pre-emptive rights. The final number of the
shares to be issued will most likely be determined by the Board of Managing
Directors of Commerzbank with the approval of the Supervisory Board on June
28, 2012.
In total almost 90% of the eligible non-pay-scale employees have decided to
have their variable remuneration paid out in Commerzbank shares. This will
strengthen the Core Tier 1 capital by a total of EUR 213.8 million. The
measure had already been announced in January 2012 at the presentation of
Commerzbank's plan to achieve the capital target of the European Banking
Authority (EBA). After the original EBA capital target of EUR 5.3 billion
had already been surpassed by approximately EUR 1.1 billion as of March 31,
2012 with a set of measures, this measure further strengthens the capital
base of the Bank in the light of the stricter requirements of Basel 3.
In this context, Commerzbank AG and Deutsche Bank AG as Joint Bookrunner
will sell approximately 128.3 million of the newly-issued shares to
institutional investors in the framework of a coordinated sales
transaction. The proceeds are received by those employees of Commerzbank
Group who have made their shares available for the placement. Commerzbank
and Deutsche Bank will start to approach relevant investors already today,
June 27, 2012. The registration of the execution of the capital increase in
the Commercial Register is expected for June 29, 2012. The new shares are
expected to be included in stock exchange trading for the first time on
July 2, 2012.
The German Financial Market Stabilisation Fund (SoFFin) intends to continue
to maintain its equity interest ratio in Commerzbank (25% plus one share)
upon completion of the transaction. For this purpose, a portion of the
silent participation is to be converted into shares, using the conditional
capital authorised in the 2011 Annual General Meeting of shareholders.
In November 2009 Commerzbank had launched a new remuneration system for the
first and second management levels, as well as for the non-pay-scale
employees, to come into effect from 2010 onwards. This model is based on
the guidelines of the G-20 summit in Pittsburgh in 2009 and is oriented to
personal performance and to the long-term success of the Bank. Thus, the
new remuneration system incorporates long-term, variable components
combining three main aspects: an appropriate level of risk-taking,
sustainability and transparency. It also pays greater consideration to
performance and differentiation targets. The remuneration model leads to
increased payments in good, and reduced payments in bad times.
Press contact:
Simon Steiner +49 69 136 46646
Simone Fuchs +49 69 136 44910
*****
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.
*****
Disclaimer
This press release does not contain or constitute an offer of, or the
solicitation of an offer to buy or subscribe for, securities to any person
in Australia, Canada, Japan, or the United States of America or in any
jurisdiction to whom or in which such offer or solicitation is unlawful.
The securities referred to herein may not be offered or sold in the United
States absent registration under the U.S. Securities Act of 1933, as
amended (the 'Securities Act') or another exemption from, or in a
transaction not subject to, the registration requirements of the Securities
Act. Subject to certain exceptions, the securities referred to herein may
not be offered or sold in Australia, Canada or Japan or to, or for the
account or benefit of, any national, resident or citizen of Australia,
Canada or Japan. Commerzbank Aktiengesellschaft 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 The offer and sale of the
securities referred to herein has not been and will not be registered under
the Securities Act or under the applicable securities laws of Australia,
Canada or Japan.
This press release and any other documents or materials relating to the
transaction is not being made and such documents and/or materials have not
been approved by an authorised person for the purposes of section 21 of the
Financial Services and Markets Act 2000. Accordingly, such documents and/or
materials are not being distributed to, and must not be passed on to, the
general public in the United Kingdom. The communication of such documents
and/or materials as a financial promotion is only being made to those
persons in the United Kingdom falling within the definition of investment
professionals (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the 'Financial Promotion
Order')) or persons who are within Article 43 of the Financial Promotion
Order or any other persons to whom it may otherwise lawfully be made under
the Financial Promotion Order.
This press release contains forward-looking statements based on current
expectations and assumptions by the management of Commerzbank
Aktiengesellschaft. Forward-looking statements are subject to known and
unknown risks, uncertainties and other factors that may result in the
profit situation, profitability, performance or the profit of Commerzbank
Aktiengesellschaft deviating substantially from the profit situation,
profitability, performance or the profit expressly or implicitly assumed or
described in these forward-looking statements. In view of these risks,
uncertainties and other factors, the recipient of this press release
should not inappropriately rely on these forward-looking statements.
Commerzbank Aktiengesellschaft assumes no obligation to update such
forward-looking statements or to make them conform to future events and
developments.
Contact:
Commerzbank AG
Group Communications
Tel.: +49 69 136 - 22830
mediarelations@commerzbank.com
End of Corporate News
---------------------------------------------------------------------
27.06.2012 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
Germany
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, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, München, Stuttgart;
Terminbörse EUREX; London, SIX
End of News DGAP News-Service
---------------------------------------------------------------------
175713 27.06.2012
