COMMERZBANK AKTIENGESELLSCHAFT

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