31. May 2013

Full Repayment of SoFFin‘s Silent Participation in Commerzbank AG

SoFFin a 17.2% shareholder of Commerzbank AG
Post Commerzbank’s capital measure, SoFFin’s silent participation in Commerzbank has been fully repaid on 31 May 2013
Following the successful placement of the Financial Market Stabilisation Fund’s (SoFFin) existing ex-rights shares in Commerzbank AG for an amount of approx. EUR 625 million, SoFFin fully exercised its subscription rights through the contribution of part of its silent participation (approx. EUR 625 million). Post exercising its subscription rights in connection with the Commerzbank capital increase, SoFFin is a 17.2% shareholder in Commerzbank AG.

The remaining part of SoFFin’s silent participation, amounting to approx. EUR 1.0 billion, has been fully repaid today, following the completion of Commerzbank AG’s capital increase. Together with the share placement that took place on 15 May 2013, SoFFin has thereby received total funds in the amount of EUR 1.63 billion, resulting in the full redemption of the silent participations originally granted to Commerzbank AG as a stabilisation measure. SoFFin’s original blocking minority shareholding of 25% served to safeguard the silent participation investment. The blocking minority holding was given up as a result of the full redemption of the silent participation (see press release of 15 May 2013). SoFFin has furthermore received a one-time payment amounting to EUR 61 million from Commerzbank AG in addition to the repayment of the silent participation. The funds received in the course of the capital measure were used directly to repay SoFFin’s liabilities with the German Finance Agency.

“We appreciate the full repayment of the silent participation granted by SoFFin as well as Commerzbank’s strengthened capital ratios following the successful completion of the capital measure. Over the entire period, the income received from the silent participation clearly exceeds the associated refinancing costs“, said Dr Christopher Pleister, Chairman of the Management Committee of the Federal Agency for Financial Market Stabilisation.

Information for the editorial departments:

The Federal Agency for Financial Market Stabilisation (FMSA) manages the Financial Market Stabilisation Fund (SoFFin). The fund was created on 17 October 2008 under the German Financial Market Stabilisation Act and will operate until 2014 year end under the framework of the Third Financial Market Stabilisation Act. Since 2011 the FMSA is additionally in charge of the administration of the Restructuring Fund as well as collection of the national bank levy.

Not for distribution in the United States, Australia, Canada and Japan.

This communication is not an offer for sale of any securities of Commerzbank AG in the United States of America (the “United States”), in Australia, in Canada or in Japan or in any jurisdiction in which such offer is unlawful. The securities mentioned herein have already been placed with investors and have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or under the applicable securities laws of Australia, Canada or Japan. Any securities of Commerzbank AG may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act. Commerzbank AG, the SoFFin and the FMSA do not intend to register any part of the offering in the United States or to conduct a public offering of any securities in the United States. Subject to certain exceptions, the securities of Commerzbank AG referred to in this communication may not be offered or sold in Australia, Canada or Japan or to, or for the account or benefit of, any national, resident or citizen of Australia, Canada or Japan.

This communication is only directed to (I) persons outside the United Kingdom, or (II) investment professionals who fall under Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, (the “Financial Promotion Order”), or (III) “ high net worth companies” or other persons who fall within Article 49 (2) (a) to (d) of the Financial Promotion Order and to whom it may lawfully directed (all such persons herein “Relevant Persons”). Each person which is not a Relevant Person may not act based upon this communication nor its content nor should it rely upon them. Any investment or investment activity to which this communication relates is available only to Relevant Persons or will be engaged in only with Relevant Persons.

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