COMMERZBANK AKTIENGESELLSCHAFT

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Group Financial Statements 334 278 Commerzbank Annual Report 2011 (74) Conditional capital Conditional capital is intended to be used for the issue of convertible bonds or bonds with warrants and also of profit-sharing certificates with conversion or option rights. Conditional capital developed as follows: €m Conditional capital 1.1.2011 Additions Expirations/ Utilisations Authorisation expired Conditional capital1 31.12.2011 used conditional capital of which available lines Convertible bonds/bonds with warrants/profit-sharing certificates 1,448 2,892 1,441 1,346 1,553 – 1,553 Total 1,448 2,892 1,441 1,346 1,553 – 1,553 1 €888m of the conditional capital is set aside for the issuance of shares upon exercise of the conversion rights granted to the Financial Market Stabilisation Fund (SoFFin), established under the German Financial Market Stabilisation Act and represented by the Financial Market Stabilisation Authority, as a silent partner in the Company. The conditional capital increase will only be carried out if SoFFin exercises these conversion rights. As resolved at the Annual General Meeting on May 6, 2011, the Company’s share capital shall be conditionally increased by up to €665,000,000.00, divided into 665,000,000 no-par-value bearer shares (Conditional Capital 2011/II). The conditional capital increase will only be carried out to the extent that the holders or creditors of convertible bonds or convertible profitsharing certificates or warrants attached to bonds or profitsharing certificates with warrants issued or guaranteed by Commerzbank Aktiengesellschaft or by companies in which Commerzbank Aktiengesellschaft directly or indirectly holds a majority interest (group companies as defined in Art. 18 (1) of the German Companies Act) exercise, in the period up to May 5, 2016, their conversion/option rights or fulfil their related conversion or option obligations on the basis of the authorisation resolved by the Annual General Meeting on May 6, 2011 (Authorisation 2011) and other forms of performance in satisfaction thereof are not chosen. As resolved at the Annual General Meeting in May 2009, the Company’s share capital shall be conditionally increased by up to €888,333,333.00, divided into up to 888,333,333 no-par-value bearer shares (Conditional Capital 2011/III). The conditional capital increase is for the issuance of shares upon exercise of the conversion rights granted to the Financial Market Stabilisation Fund (SoFFin), established under the German Financial Market Stabilisation Act and represented by the Financial Market Stabilisation Authority, as silent partner in the Company. The conditional capital increase will only be carried out to the extent that SoFFin exercises these conversion rights. Art. 4 (4), (5) and (6) in last year’s version of the Articles of Association was cancelled by resolution of the AGM on May 6, 2011 in order to create a uniform new authorisation.
To our Shareholders Corporate Responsibility Management Report Risk Report Group Financial Statements Further Information 279 335 258 202 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 (75) Authorised capital Date of AGM Original Used in previous Used in 2011 Authorisation Residual Date of expiry resolution amount years for capital for capital expired amount increases increases €m €m €m €m €m 18.5.2010 1,535 – 307 1,228 – 18.5.2015 6.5.2011 2,000 – – – 2,000 5.5.2016 Total 3,535 – 307 1,228 2,000 The Board of Managing Directors is authorised, with the approval of the Supervisory Board, to increase the Company’s share capital during the period up to May 5, 2016 through the issue of new no-par-value shares for cash or non-cash contributions, in either one or several tranches, by a maximum of €2,000,000,000.00 (Authorised Capital 2011). In principle, shareholders are to be offered subscription rights; the mandatory pre-emptive right may also be granted in such manner that the new shares are underwritten by a bank or a syndicate of banks under an obligation to offer them for subscription to shareholders of Commerzbank Aktiengesellschaft. However, the Board of Managing Directors is authorised to exclude pre-emptive rights, with the approval of the Supervisory Board, in the following cases: • To exclude fractional amounts from subscription rights; • To the extent necessary, to grant the holders of conversion or option rights, either already issued or still to be issued by Commerzbank Aktiengesellschaft or by companies in which Commerzbank Aktiengesellschaft directly or indirectly holds a majority interest (group companies as defined in Art. 18 (1) of the German Companies Act), subscription rights in the amount to which they would be entitled after exercising their conversion or option rights or fulfilling their corresponding conversion or option obligation; • To issue employee shares up to the amount of €22,000,000.00 to employees of Commerzbank • Aktiengesellschaft or of companies in which Commerzbank Aktiengesellschaft directly or indirectly holds a majority interest (group companies as defined in Art. 18 (1) of the German Companies Act; in order to increase the share capital for non-cash contributions; • In the event of capital increases for cash, if the issue price of the new shares is not significantly lower than the stock exchange price for identical shares of the Company at the time the issue price is set. The shares issued under exclusion of pre-emptive rights under Articles 203 (1), 186 (3) sentence 4 German Companies Act on the basis of this authorisation may not exceed a total of 10% of the Company’s share capital at the time the authorisation becomes effective or at the time the authorisation is exercised, whichever amount is lower. The upper limit of 10% of the share capital will be reduced by the proportion of share capital represented by any of the Company’s own shares that are sold during the period of validity of Authorised Capital 2011, while excluding shareholders’ preemptive rights in accordance with Art. 71 (1) no. 8 sentence 5, and Art. 186 (3) sentence 4 of the German Companies Act. The upper limit is further reduced by the pro-rata amount of share capital corresponding to those shares that must be issued to service options and convertible bonds with option or conversion rights or with option or conversion obligations, provided such bonds are issued during the period of validity of Authorised Capital 2011, while excluding pre-emptive rights subject to appropriate application of Art. 186 (3) sentence 4 of the German Companies Act. The Board of Managing Directors is authorised to specify the other details of the capital increase and its execution. Art. 4 (3) in last year’s version of the Articles of Association was cancelled by resolution of the AGM on May 6, 2011 in order to create a uniform new authorisation. 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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Group Financial Statements Our Grou
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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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