COMMERZBANK AKTIENGESELLSCHAFT

(27) Equity
Financial Statements and Management Report 2011 93
€ 31.12.2011 31.12.2010
Equity 16,873,951,399.99 23,160,614,169.94
a) Subscribed capital 8,642,077,788.27 21,067,742,163.62
Share capital 5,113,429,053.00 3,071,517,607.60
Silent participations 3,529,511,745.27 18,020,444,427.02
Less treasury shares held – 863,010.00 – 24,219,871.00
b) Capital reserve 8,231,873,611.72 1,576,279,026.27
c) Retained earnings – 516,592,980.05
Statutory reserve – –
Reserves under articles of association – –
Other retained earnings – 516,592,980.05
d) Distributable profit – –
a) Subscribed capital
As at December 31, 2011, the share capital of Commerzbank
Aktiengesellschaft amounted to €5.1bn and is divided into
5,113,429,053 no-par-value bearer shares (notional value per
share of €1.00). The number of shares has increased by
3,932,076,127 compared to last year.
In January 2011, Commerzbank Aktiengesellschaft increased
its share capital by €0.3bn through the issue of 118,135,291 new
no-par-value bearer shares from authorised capital with a
notional par value of €2.60 with shareholders’ pre-emptive
rights excluded. The new shares were subscribed in their
entirety and paid for by non-cash contributions of hybrid equity
instruments (trust preferred securities) issued by companies of
the Commerzbank Group.
In order to maintain its stake of 25% plus 1 share, the
Financial Market Stabilisation Fund (SoFFin) converted silent
participations with a nominal value of €0.2bn into 39,378,430
shares from the conditional capital 2009. The basis for these
capital measures were the resolutions of January 12, 2011 and
January 21, 2011 by the Board of Managing Directors and the
Supervisory Board, and of the Presiding Committee of the
Supervisory Board awarded powers on August 4, 2010 using the
authorisation in Art. 4 (3) of the Articles of Association, version
August 25, 2010. The capital increase was completed on
January 25, 2011 and the issue of subscribed shares was entered
in the commercial register on March 15, 2011.
In accordance with resolutions of the AGM on May 6, 2011,
the notional proportion of shares in subscribed capital was
reduced from €2.60 to €1.00. The reduction of share capital
from €3.5bn to €1.3bn was entered in the commercial register
on May 9, 2011. The reduction amount of €2.1bn was taken to
the capital reserve.
Between April 6, 2011 and April 13, 2011 1,004,149,984
interest-free, equally subordinated conditional mandatory
exchangeable notes (CoMEN) were successfully placed at a
price of €4.25, representing a total issue volume of €4.3bn, and
were automatically exchanged for Commerzbank shares on
May 12, 2011. In order to maintain its stake of 25% plus 1 share
SoFFin converted silent participations amounting to €1.4bn into
334,716,661 no-par-value shares. This transaction increased the
share capital of Commerzbank Aktiengesellschaft on the basis of
the resolutions of the AGM of May 6, 2011 in accordance with
Art. 4 (7) of the Articles of Association, version May 8, 2011 by
€1.3bn through the issue of 1,338,866,645 new no-par-value
bearer shares from the approved conditional capital 2011/I. The
issue of the shares was entered in the commercial register on
May 13, 2011.
On June 6, 2011, 1,826,771,821 no-par-value shares were
issued at a price of €2.18 per share. The shares arising from the
conversion on May 12, 2011 had pre-emptive rights for this
share issue. The total issue volume of this capital increase
amounted to €4.0bn. To maintain its stake of 25% plus 1 share
once again, SoFFin converted a further €1.3bn of its silent
participations into 608,923,940 no-par-value shares. In the
course of the second part of this capital increase, a total of
2,435,695,761 new no-par-value bearer shares were issued.
Share capital increased by €2.4bn as a result. The completion of
the capital increase was entered in the commercial register on
June 7, 2011.