COMMERZBANK AKTIENGESELLSCHAFT

Group Management Report
132
76 Commerzbank Annual Report 2011
The second stage was a capital increase with subscription rights, where the shares
exchanged for CoMEN in the first stage also carried subscription rights. Based on the General
Meeting’s resolution on May 6, 2011, the Board of Managing Directors of Commerzbank
set the subscription price at €2.18, with the approval of the Supervisory Board. In the course
of the capital increase with subscription rights, some 2.4 billion new shares were issued with
entitlement to a share in profits from January 1, 2011. In all, proceeds totalled approx.
€5.3bn. As agreed, SoFFin participated fully in the capital increase. The completion of the
capital increase was entered in the Commercial Register on June 6, 2011.
Optimising and strengthening the capital structure
In addition to the two-stage capital increase, Commerzbank carried out measures to optimise
and strengthen its capital structure in the first and fourth quarters of 2011.
In mid-January, Credit Suisse Securities (Europe) Limited (Credit Suisse) acquired from
investors hybrid equity instruments (trust preferred securities) issued by companies of the
Commerzbank Group, in its own name and for its own account, at prices below the nominal
value, and paid them in as a contribution in kind in exchange for new Commerzbank shares
issued from Commerzbank’s authorised capital. A banking syndicate consisting of Credit
Suisse, Citigroup, Goldman Sachs and UBS placed around 118.1 million shares with institutional
investors on January 13, 2011, which equated to 10% less 1 share of Commerzbank’s
share capital at that time. The Financial Market Stabilization Fund (SoFFin) maintained its
equity interest ratio in Commerzbank of 25% plus 1 share upon completion of the transaction.
In addition, around €221m of SoFFin’s silent participations from the conditional capital
created at the 2009 Annual General Meeting was converted into approx. 39.4 million shares.
As part of the long-term optimisation of the Bank’s subordinated capital structure with a
view to the changeover to Basel III, Commerzbank successfully placed a benchmark subordinated
loan with institutional investors at the beginning of March 2011. The issue, which is
denominated in euro, is for €1.25bn, has a term of ten years and carries a coupon of 7.75%
per annum. In a second stage, Commerzbank sent investors an invitation to offer for exchange
any or all of two outstanding subordinated notes. The notes with a total nominal value of
€2,000,000,000 could be exchanged for a new subordinated loan maturing in 2019 and carrying
a coupon of 6.375% per annum. Over 61% of the debt securities were exchanged.
At the beginning of December, Commerzbank published an offer under which investors in
hybrid equity instruments (trust preferred securities) issued by companies of the Commerzbank
Group were able to sell these instruments to the Bank for cash. After the offer was concluded
on December 13, 2011, the Bank had received offers to buy instruments with a nominal
value totalling €1.3bn. The Bank spent a total of approx. €643m buying the hybrid equity instruments.
The transaction had a one-off positive effect on the Bank’s consolidated earnings
and increased Core Tier I capital accordingly.