DGAP-News: Commerzbank AG: Annual General Meeting 2011: Overview of voting results
(firmenpresse) - DGAP-News: Commerzbank AG / Key word(s): AGM/EGM
Commerzbank AG: Annual General Meeting 2011: Overview of voting
results
06.05.2011 / 20:18
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THIS PRESS RELEASE AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR
DISTRIBUTION IN OR WITHIN THE UNITED STATES OF AMERICA, CANADA, JAPAN OR
AUSTRALIA.
Commerzbank Annual General Meeting 2011: Overview of voting results
- Corporate action to largely reduce SoFFin silent participations approved
- Discharge granted to the Board of Managing Directors and the Supervisory
Board
- Authorized capital and conditional capital approved
- Request for addition to the agenda (Ergänzungsverlangen) refused
The focus at today's Annual General Meeting (AGM) of Commerzbank was on the
resolutions of a corporate action to largely reduce silent participations
of the Financial Market Stabilisation Fund (SoFFin) as planned. Among other
issues, the AGM also voted on the creation of new authorised capital and
new conditional capital to replace existing capital. The details of the
shareholder votes regarding the most important items are given below.
Approval of acts (items 2 and 3)
The members of the Board of Managing Directors and Supervisory Board were
granted discharge (with a majority of 99.0% respectively 99.0%).
Reduction of each share's arithmetical quota of subscribed capital (item 7)
The AGM adopted the proposal to reduce the arithmetical quota of each share
in the subscribed capital from EUR 2.60 to EUR 1.00.
Conversion right in favour of SoFFin, creation of conditional capital (item
8) and share capital increase (item 9) pursuant to the German Financial
Market Stabilisation and Acceleration Act (FMStBG)
With a majority of 98.9% respectively 98.9%, the AGM created the
conditions for executing the two-step corporate action to largely reduce
the SoFFin silent participations as planned. This establishes the essential
condition for the exchange of the 1,004,149,984 Conditional Mandatory
Exchangeable Notes (CoMEN) placed with shareholders and new investors in
April 2011 for Commerzbank shares carrying full dividend rights from
January 1, 2011 onwards. The holders of CoMEN will receive 1 Commerzbank
share for each CoMEN, expected on May 12, 2011, carrying full dividend
rights from January 1, 2011 onwards. SoFFin will then convert additional
silent participations originating from the new conditional capital into
shares in order to maintain its shareholding of 25% plus 1 share. The first
step of the corporate action will redeem SoFFin silent participations to a
total amount of EUR 5.7 billion. The remaining EUR 5.3 billion will
subsequently be raised through a rights issue. This will raise the targeted
total volume of EUR 11.0 billion under the corporate action to largely
reduce the SoFFin silent participations. The new shares are expected be
offered to shareholders for subscription from the end of May 2011 to the
beginning of June 2011. The shares delivered in exchanged for CoMEN in the
first step of the corporate action are also entitled to subscription
rights.
Authorised capital (item 10), authorisation to issue convertible bonds,
warrants attached to bonds and/or profit participation certificates (item
11) and conditional capital (item 12)
The creation of new authorized capital and new single conditional capital
in order to protect SoFFin from dilution instead of the existing
arrangement was also approved. The existing authorisation to issue
convertible bonds, warrants attached to bonds and/or profit participation
certificates is duly replaced.
Other resolutions
The proposed amendment of§14 (1) of the articles of incorporation to
increase flexibility in convening meetings of the Supervisory Board was
also adopted (item 13). The request for addition to the agenda (withdrawal
of confidence) was refused by the Assembly (item 14).
Press contact:
Reiner Rossmann +49 69 136 46646
Maximilian Bicker +49 69 136 28696
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 an increase 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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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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Datum: 06.05.2011 - 20:18 Uhr
Sprache: Deutsch
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