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COMMERZBANK AKTIENGESELLSCHAFT

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Report on events after the reporting period<br />

Further optimisation of the capital structure<br />

As part of the Bank’s capital management, Commerzbank used the market conditions in mid-<br />

February to enter into an agreement with Goldman Sachs on February 23, 2012, under which<br />

Goldman Sachs may make contributions in kind to Commerzbank of selected hybrid capital<br />

instruments and subordinated loans in exchange for shares to be issued by Commerzbank<br />

from its authorised capital. Goldman Sachs will acquire these securities from institutional investors<br />

on the market based on an exchange offer at prices below par. The volume of the new<br />

shares is restricted to no more than 511 million (10% minus one share), and Commerzbank<br />

shareholders’ subscription rights are excluded. This transaction is another measure to<br />

strengthen the capital base efficiently in light of future regulation.<br />

Measures to cover the EBA’s requirements<br />

In mid-January 2012, Commerzbank presented a comprehensive package of measures designed<br />

to meet from its own resources the European Banking Authority’s (EBA) requirement<br />

that Commerzbank strengthen its Core Tier I capital by €5.3bn by June 30, 2012.<br />

Commerzbank had already introduced comprehensive measures in November 2011 to<br />

meet the Core Tier I ratio specified by the EBA. As at December 31, 2011, the Bank had reduced<br />

its capital requirement according to the EBA to around €1.8bn. This amount stems<br />

from retained earnings for the fourth quarter of 2011, which contained a one-off IFRS contribution<br />

from the buyback of hybrid equity instruments, and the management of riskweighted<br />

assets. In addition, regulatory capital deduction items were significantly cut in the<br />

fourth quarter of 2011 through efficient management of the capital structure.<br />

The write-downs applied to Greek government bonds in the fourth quarter of 2011 could<br />

therefore be offset against the capital buffer specified by the EBA.<br />

Together with a successful conclusion of the measure announced in February for optimising<br />

the capital structure, this capital requirement can be reduced by a further €1.0bn approximately<br />

to some €0.8bn, if the exchange offer is accepted in full. Consequently, Commerzbank<br />

would have herewith covered a significant part of the additional capital<br />

requirement calculated by the EBA.<br />

There have been no other events of material significance.<br />

Financial Statements and Management Report 2011 39

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