DGAP-News: Commerzbank issues invitation to its Annual General Meeting on May 6, 2011
(firmenpresse) - DGAP-News: Commerzbank AG / Key word(s): AGM/EGM/Corporate Action
Commerzbank issues invitation to its Annual General Meeting on May 6,
2011
08.04.2011 / 15:48
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Commerzbank issues invitation to its Annual General Meeting on May 6, 2011
- Resolutions concerning corporate action for redeeming the silent
participations of SoFFin
- Revocation of existing authorisations and creation of new authorised
capital and conditional capital
Commerzbank invites its shareholders to its Annual General Meeting in
Frankfurt's Jahrhunderthalle on Friday, May 6, 2011. The agenda includes
the usual formalities such as presentation of the consolidated and
individual financial statements for 2010 (item 1), approval of the actions
of the corporate bodies (item 2, 3) and the election of the auditor of the
annual accounts (item 4, 5).
The following additional items on the agenda should be emphasised:
Report on the transaction for redemption of the silent participations of
SoFFin (item 6)
As is known, Commerzbank plans to redeem the majority of the silent
participations of the Financial Market Stabilisation Fund (SoFFin) in the
amount of EUR 16.2 billion by June 2011. In this regard, the Bank is
planning a corporate action comprising two steps, with a total volume of
EUR 11.0 billion. It is planned that once the first and second step have
been implemented, SoFFin will maintain its stake in the share capital of
Commerzbank of 25% plus 1 share. A resolution is not required for the
report of the Board of Managing Directors on the composite transaction to
redeem the majority of SoFFin's silent participations.
Reduction of each share's arithmetical quota of subscribed capital (item 7)
The proposal for the Annual General Meeting will foresee a new arithmetical
quota per share in the share capital. Therefore EUR 2.1 billion of the
subscribed capital stated in the annual financial statements of Commerzbank
AG according to German GAAP as of December 31, 2010 (totalling EUR 3.5
billion) are to be placed in the non-distributable capital reserves. This
balance-sheet measure has no effect on the level of equity capital or the
number of shares issued. Commerzbank shares have no nominal value. The
measure will therefore only result in the reduction of the arithmetic quota
of a share within the subscribed capital from EUR 2.60 to EUR 1.00.
Conversion right in favour of SoFFin, creation of a conditional capital
pursuant to the German Financial Market Stabilisation and Acceleration Act
(FMStBG) (item 8)
In the first stage of the planned corporate action Commerzbank AG will
create up to around 1.0 billion Conditional Mandatory Exchangeable Notes
(CoMEN). Investors, who held Commerzbank shares on April 6, 2011 (close of
markets) have been granted purchase rights; this means they can purchase
one CoMEN for each share they hold. SoFFin does not have purchase rights.
According to the pertinent resolution passed by the Annual General Meeting,
CoMEN are to be exchanged for new bearer shares. The new shares required
for this are to be created by converting the silent participations of
SoFFin. In return, SoFFin is to receive the gross proceeds from the
placement of the CoMEN. In order to maintain its stake of 25% plus 1 share
and depending on the volume of the transaction, however, SoFFin will
convert additional silent participations in into up to 335 million
Commerzbank shares. To achieve this, new conditional capital in the amount
of up to around 1.3 billion bearer shares (Conditional Capital 2011/I) and
a corresponding conversion right for SoFFin is to be created. The exact
number of CoMEN and their purchase price are to be determined at the end of
the purchase period (bookbuilding), which is expected to be on April 13,
2011. The issue price of the new shares from the new conditional capital is
to be equal to the purchase price of the CoMEN.
Share capital increase pursuant to the German Financial Market
Stabilisation and Acceleration Act (FMStBG) (item 9)
The second step of the planned corporate action is to follow promptly after
the Annual General Meeting in the form of a capital increase with
subscription rights. This capital increase is to be proportioned so that
the silent participations can, through the two stages combined, be repaid
in the total amount of EUR 11.0 billion. The new shares are expected to be
offered to the existing shareholders including SoFFin for subscription from
the end of May 2011 to the beginning of June 2011. Shares created as a
result of the conditional capital to be resolved under item 8 are also
eligible for subscription rights. The new shares are entitled to dividends
as of January 1, 2011. SoFFin is to contribute silent participations in the
corresponding amount instead of a cash contribution. The proceeds from the
capital increase will be used to repay silent participations after
deduction of the issue costs. The subscription price per share is
determined by the Board of Managing Directors, subject to the approval of
the Supervisory Board, taking into account market conditions. The final
number of new shares results from the ratio of the total issue proceeds
sought for repaying SoFFin (EUR 11.0 billion) less the transaction volume
achieved in the first step to the subscription price. The subscription
ratio depends on the final number of shares offered.
Cancellation of the Authorised Capital 2010 and authorisation to increase
the share capital
(item 10)
The existing authorisations of the Board of Managing Directors to increase
the share capital are to be adapted to the share capital of Commerzbank as
determined pursuant to item 7. To this end, the existing authorised capital
is to be cancelled and new authorised capital is to be approved in the
amount of up to EUR 2.0 billion and with a term until May 5, 2016
(Authorised Capital 2011). The authorised capital can be utilized both
against cash and against non-cash contributions and is to take the place of
the existing authorisations (Authorised Capital 2010).
Authorisation to issue convertible bonds, warrants attached to bonds and/or
profit participation certificates (item 11)
The existing authorisation to issue convertible bonds, warrants attached to
bonds and/or profit participation certificates is also to be adapted
correspondingly. Subject to the approval of the Supervisory Board, the
Board of Managing Directors is to be authorised to issue, once or on
multiple occasions, convertible bonds, warrants attached to bonds and/or
profit participation certificates with a total face value of up to EUR 7.5
billion by no later than May 5, 2016. These securities may grant conversion
or option rights entiteling the holders to subscribe up to 665 million
Commerzbank shares from new conditional capital (2011/II) in the amount of
up to 665 million euro. The new authorisation replaces the authorisation
issued by the Annual General Meeting on May 19, 2010 (Conditional Capital
2010/I).
Cancellation of the Conditional Capital 2009 and 2010/II (item 12) and
creation of new conditional capital (item 12)
Furthermore, the Annual General Meeting is to vote on creating new
conditional capital in the amount of up to EUR 888 million, divided into up
to 888 million shares (Conditional Capital 2011/III). The conditional
capital increase serves to grant shares when SoFFin exercises its exchange
rights. This will only occur to the extent that SoFFin exercises the
conversion right in order to maintain its stake in the share capital of
Commerzbank of 25% plus 1 share. The authorisations to protect SoFFin from
dilution (Conditional Capital 2009 and Conditional Capital 2010/II) that
were approved by the Annual General Meetings of 2009 and 2010 are revoked.
Shareholders who have registered at the latest by the end of May 2, 2011
are entitled to participate in the Annual General Meeting and to exercise
their right to vote. Excerpts of the Annual General Meeting of Commerzbank
can be followed live on the internet on May 6, 2011, from 10.00 a.m. Access
will be provided at www.commerzbank.de/hv.
The complete text of the invitation to the 2011 Annual General Meeting,
including the agenda and the explanatory notes to the individual items, can
also be found at www.commerzbank.de/hv.
Press contact:
Reiner Roßmann +49 69 136 46646
Simone Fuchs +49 69 136 44910
*****
About Commerzbank
Commerzbank is a leading bank for private and corporate customers in
Germany. With the segments Private Clients, Mittelstandsbank, Corporates&Markets, Central&Eastern Europe as well as Asset Based Finance, the Bank
offers its customers an attractive product portfolio, and is a strong
partner for the export-oriented SME sector in Germany and worldwide. With a
future total of some 1,200 branches, Commerzbank has one of the densest
networks of branches among German private banks. It has around 60 sites in
50 countries and serves approximately 14 million private clients as well as
one million business and corporate clients worldwide. In 2010 it posted
gross revenues of EUR 12.7 billion with some 59,100 employees.
*****
Disclaimer
This publication is intended for information purposes and is neither a
prospectus, nor an offer to sell, nor a solicitation of an offer to
purchase, nor an invitation to purchase or subscribe to securities of
Commerzbank AG. The offering will be conducted solely through and on the
basis of the approved and publicized Prospectus (comprising a Registration
Document, a Securities Note, a Summary as well as any Supplements thereto;
together, the 'Prospectus'). An investment decision in respect of the
publicly offered securities of Commerzbank AG should only be made on the
basis of the Prospectus. The Prospectus is available free of charge at
Commerzbank AG (Kaiserstrasse 16 (Kaiserplatz), 60311 Frankfurt am Main)
and on the website of Commerzbank AG at www.commerzbank.com.
This release does not constitute an offer to sell or a solicitation of an
offer to purchase any securities in the United States. The securities of
Commerzbank AG referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the 'Securities Act') or
the laws of any state within the United States, and may not be offered or
sold in the United States absent exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act or the laws
of any state within the United States. Commerzbank AG does not intend to
register any portion of the offering in the United States or conduct a
public offering of securities in the United States. This release is only
directed at (I) persons who are outside the United Kingdom, (II) investment
professionals falling within Article 19(5) oft he Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the 'Order') or (III)
high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order (all such
persons together being referred to as 'relevant persons'). Any person who
is not a relevant person should not act or rely on this release or any of
its contents. Any investment or investment activity to which this release
relates is available only to and will be engaged in only with relevant
persons (Stabilization/Regulation (EC) 2273/2003).
This release contains statements concerning the expected future business of
Commerzbank, efficiency gains and expected synergies, expected growth
prospects and other opportunities for anincrease in value of the company
as well as expected future net income per share, restructuring costs and
other financial developments and information. These forward-looking
statements are based on management's current expectations, estimates and
projections. They are subject to a number of assumptions and involve known
and unknown risks, uncertainties and other factors that may cause actual
results and developments to differ materially from any future results and
developments expressed or implied by such forward-looking statements.
Commerzbank has no obligation to periodically update or release any
revisions to the forward-looking statements contained in this release to
reflect events or circumstances after the date of this release.
Contact:
Commerzbank AG
Group Communications
Tel.: +49 69 136 - 22830
mediarelations(at)commerzbank.com
End of Corporate News
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08.04.2011 Dissemination of a Corporate News, transmitted by DGAP - a
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Language: English
Company: Commerzbank AG
Kaiserplatz
60261 Frankfurt am Main
Deutschland
Phone: +49 (069) 136 20
Fax: -
E-mail: ir(at)commerzbank.com
Internet: www.commerzbank.de
ISIN: DE0008032004
WKN: 803200
Listed: Regulierter Markt in Berlin, Düsseldorf, Frankfurt (Prime
Standard), Hamburg, Hannover, München, SIX, Stuttgart;
Terminbörse EUREX; London
End of News DGAP News-Service
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119179 08.04.2011
Datum: 08.04.2011 - 15:48 Uhr
Sprache: Deutsch
News-ID 33742
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