COMMERZBANK AKTIENGESELLSCHAFT

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Group Financial Statements 332 276 Commerzbank Annual Report 2011 Number of shares outstanding on 1.1.2011 1,172,037,591 plus treasury shares on 31.12. of the previous year 9,315,335 Issue of new shares 3,932,076,127 Number of shares issued on 31.12.2011 5,113,429,053 less treasury shares on balance sheet date 863,010 Number of shares outstanding on 31.12.2011 5,112,566,043 Before the treasury shares held by Commerzbank were deducted, the subscribed capital amounted to €5,113m. There are no preferential rights or restrictions on the payment of dividends at Commerzbank Aktiengesellschaft. All the shares in Units issue are fully paid up. The value of issued, outstanding and authorised shares was as follows: 31.12.2011 31.12.2010 €m 1,000 units €m 1,000 units Shares issued 5,113.4 5,113,429 3,071.5 1,181,353 – Treasury shares 0.9 863 24.2 9,315 = Shares outstanding Shares not yet issued from authorised 5,112.6 5,112,566 3,047.3 1,172,038 capital 2,000.0 2,000,000 1,535.0 590,385 Total 7,112.6 7,112,566 4,582.3 1,762,423 The number of authorised shares was 7,113,429 thousand (previous year: 1,771,738 thousand shares) ). The notional value of the authorised shares was €7,113.5m (previous year: €4,606.5m). As at December 31, 2011, 30,306 thousand shares (previous year: 10,774 thousand shares) had been pledged with the Group as collateral. This represents 0.6% (previous year: 0.9%) of the shares outstanding on the balance sheet date. Securities transactions in treasury shares pursuant to Art. 71 (1), no. 7 of the German Companies Act (Aktiengesetz) were as follows: Number of shares Accounting par value in units 1 Percentage of share capital in €1,000 Balance as at 31.12.2011 863,010 863 0.02 Largest number acquired during the financial year 33,123,677 33,124 0.65 Total shares pledged by customers as collateral on 31.12.2011 30,305,845 30,306 0.59 Shares acquired during the financial year 1,194,554,038 1,194,554 – Shares disposed of during the financial year 1,203,006,363 1,203,006 – 1 Notional par value per share €1.00. The Bank has given an undertaking to the Financial Market Stabilisation Fund (SoFFin), represented by the Financial Market Stabilisation Authority (FMSA), that neither it nor any of its affiliated companies will buy back shares or other components of its liable equity capital (except as specified under Art. 71 (1) no. 2 and no. 4 (purchase on behalf of another party), no. 7 or no. 8 of the German Companies Act/Aktiengesetz). In January 2012, Commerzbank Aktiengesellschaft agreed a package of measures to strengthen the capital base, in order to meet the stricter capital requirements calculated by the European Banking Authority (EBA) which enter into force on June 30, 2012. As part of these measures we plan to pay the individual variable compensation entitlements for the 2011 financial year in shares of Commerzbank Aktiengesellschaft. This affects a large proportion of our non-pay-scale employees, and, depending on the extent of the employee’s participation, it could lead to an increase of around €250m in the capital base.
To our Shareholders Corporate Responsibility Management Report Risk Report Group Financial Statements Further Information 277 333 258 202 Statement of comprehensive income 260 204 Balance sheet 262 206 Statement of changes in equity 264 208 Cash flow statement 266 210 Notes 409 353 Auditors’ report b) Capital reserve The capital reserve shows, in addition to premiums from the issue of shares, fair values of share-based remuneration transactions in equity instruments that have not yet been exercised. If bonds and notes are issued for conversion and option rights entitling holders to purchase shares, the amounts realised are recognised in the capital reserve. In addition, costs arising in connection with capital increases, which must be shown as a deduction from equity in accordance with IAS 32.35, are deducted from the capital reserve. For the resale of treasury shares, the difference between the notional par value and the market value of the share is recognised in the capital reserve, if the latter exceeds the original acquisition costs of these shares. c) Retained earnings Retained earnings consist of the statutory reserve and other reserves. The statutory reserve contains reserves which are mandated by German law; in the parent company financial statements, the amounts assigned to this reserve may not be distributed. The total amount of retained earnings stated in the balance sheet resulted from other retained earnings of €8.822m (previous year: €9.140m). There were no statutory reserves at December 31, 2011 or December 31, 2010. For purchases of treasury shares, the difference between the acquisition costs and the notional par value is recognised in the capital reserve. The resale of treasury shares is reported as a mirror-image of the purchase of treasury shares. d) Silent participations The contributions of SoFFin, represented by the FMSA, were reduced by €14.5bn from €16.4bn to €1.9bn over the course of the year through a number of capital measures (see page 207). The silent participations are based on the agreement dated December 19, 2008 and the supplementary agreement dated June 3, 2009 on the establishment of a silent partnership concluded between SoFFin, represented by the FMSA, and Commerzbank Aktiengesellschaft. Interest of 9% p.a. will be paid on the participations, which are eligible in full as Tier I capital. Repayment will be at par. The interest rate on the silent participations rises in years when a dividend is paid. The additional interest to be paid in such cases is based on the total cash dividend paid out. For approximately every €5.9m of cash dividend paid, the interest rate will rise by 0.01 percentage points. SoFFin participates in any net loss in proportion to the ratio of the book value of the silent participation to the overall book value of all of the Company’s liable capital participating in the net loss (Art. 10 (2a), (4) and (5) German Banking Act). After a reduction the silent participation will be written up again in the following financial years to its full original nominal value, provided that this does not thereby cause or increase a net loss. Furthermore, Commerzbank Aktiengesellschaft and Allianz SE concluded an agreement on June 3, 2009 on the establishment of a silent partnership, on the basis of which Allianz, through a subsidiary, provided Commerzbank Aktiengesellschaft with a silent participation of €750m. The silent participation comes with a profit participation consisting of fixed interest of 9% p.a. on the nominal contribution amount plus additional dividend-linked remuneration of 0.01% p.a. for approximately each €5.9m of cash dividends paid. Under IFRS the silent participations must be recognised separately within equity, and the interest paid on the silent participations set off directly against equity without affecting the income statement. Interest is only payable on the silent participations if the Company reports a net distributable profit in its separate accounts under the German Commercial Code (HGB). This condition was not met in 2011 and no expenses were therefore incurred (previous year: nil). e) Revaluation reserve Gains or losses from revaluing financial investments at fair value are recognised in the revaluation reserve net of deferred taxes. Gains or losses are recognised in the income statement only if the asset has been disposed of or impaired. f) Cash flow hedge reserve The net gain or loss on remeasuring the effective part of cash flow hedges is reported in this equity item after deduction of deferred taxes. We ended cash flow hedge accounting in the financial year 2009 with only a few exceptions and since then have been using micro hedge accounting and portfolio fair value hedge accounting to manage interest rate risks. From the date of this change, the cash flow hedge reserve reported in equity and the associated hedging transactions have been amortised in net interest income over the residual term of the hedging transactions. This has no impact on net income. g) Currency translation reserve The reserve from currency translation relates to translation gains and losses arising upon the consolidation of the capital accounts. This includes exchange rate differences arising from the consolidation of subsidiaries and companies accounted for using the equity method. Group Financial Statements
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Fourth Supplement dated April 13, 2
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Financial Statements and Management
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Corporate Responsibility One bank.
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Environment As a financial services
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In a joint initiative by the overal
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Performance-related remuneration Th
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The members of the Board of Managin
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The monthly amount of the retiremen
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tion for the remainder of his term
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Loans to members of the Board of Ma
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Other details D&O liability insuran
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Details pursuant to Art. 289 of the
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up to five years effective from the
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The Supervisory Board oversees fina
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• Statements on presentation in t
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Since summer 2011, the environment
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At the beginning of December, Comme
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The changes in the individual earni
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As with the change in other assets
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Report on events after the reportin
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We assume that Germany will fare be
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the resulting impact on financial i
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The Asset Based Finance segment was
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Risk report Risk reporting takes pl
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Risk strategy and risk management T
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Macroeconomic stress tests are also
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Overview of management instruments
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The “reduction” area comprises
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Corporates & Markets This segment c
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Public Finance Commerzbank’s Asse
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Portfolio by region as at 31.12.201
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and Europe (CLOs). The exposure in
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In 2011, provisions in Central & Ea
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of the overdraft starts on the firs
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The year 2011 was mainly affected b
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The adjoining diagram documents the
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Available net liquidity in the comb
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OpRisk events by segment | €m 201
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Reputational risk Reputational risk
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Provisions for pensions are calcula
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Notes to the income statement (5) B
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(12) Securities At December 31, 201
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(16) Fiduciary transactions Financi
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(23) Other liabilities Financial St
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(27) Equity Financial Statements an
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c) Retained earnings € Financial
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(30) Non-distributable amounts Fina
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Other notes (33) Off-balance-sheet
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(34) Forward transactions Financial
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(36) Remuneration and loans to boar
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€1,000 LTP Number of participatin
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Name Registered office Share of cap
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) Associated companies Name Registe
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Foreign-exchange rates for €1 as
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Members of the Supervisory Board of
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(41) Boards of Commerzbank Aktienge
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Independent Auditor’s Report 1 To
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Significant subsidiaries and associ
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Annual Report 2011 of the Commerzba
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To our Shareholders Corporate Respo
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Group Risk Report In the Group Risk
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Recent developments Optimisation of
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COMMERZBANK AKTIENGESELLSCHAFT Fran
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Jahresabschluss und Lagebericht 201
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COMMERZBANK AKTIENGESELLSCHAFT

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