REG-Commerzbank Aktiengesellschaft Commerzbank AG: Announcement pursuant to Art. 5(1) lit. a) of Regulation (EU) No 596/2014 and Art. 2(1) of Delegated Regulation (EU) 2016/1052 / (Share Buyback Programme 2024)

COMMERZBANK AGAnnouncement

09/01/2024 13:00

============

   Commerzbank Aktiengesellschaft (CZB)
   Commerzbank AG: Announcement pursuant to Art. 5(1) lit. a) of Regulation
   (EU) No 596/2014 and Art. 2(1) of Delegated Regulation (EU) 2016/1052 /
   (Share Buyback Programme 2024)

   09-Jan-2024 / 13:49 CET/CEST
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   After  having  received  the  regulatory  approvals,  Commerzbank  AG  has
   announced by way of an ad-hoc  disclosure dated December 20, 2023, that  a
   buyback programme of  its own shares  (ISIN: DE 000  CBK 1001) is  planned
   starting January 2024. On January 9, 2024, the Board of Managing Directors
   of Commerzbank AG has resolved to carry out a share buyback programme  for
   a total  purchase price  (including incidental  costs) of  up to  EUR  600
   million  ("Share   Buyback  Programme   2024").   The  buyback   via   the
   Xetra-trading system of the Frankfurt stock exchange will begin on January
   10, 2024, and will be conducted for a  period until April 4, 2024, at  the
   latest. The purpose  of the share  buyback is the  reduction of the  share
   capital of Commerzbank AG. The  repurchased shares of Commerzbank AG  will
   be redeemed.

    

   The Share  Buyback  Programme  2024  will be  carried  out  based  on  the
   authorization of the Annual General Meeting  of Commerzbank AG on May  13,
   2020. Under this authorization and  according to § 71  Sec. 1 No 8  German
   Stock Corporation  Act (AktG),  Commerzbank AG  is authorized  to  acquire
   until May 12,  2025, own shares  in an amount  of up to  10% of the  lower
   value of the share capital existing at  the time of the resolution on  the
   authorization or the share capital existing at the time the  authorization
   is exercised. Therefore,  it is  possible to  buy back  up to  113,101,458
   shares currently, considering the accomplished Share Buyback Programme  in
   June 2023.  If the  shares  are repurchased  over  a stock  exchange,  the
   purchase price per share (excluding incidental costs for the  acquisition)
   shall not exceed by more than 10%, and not fall short of by more than 20%,
   the average  value of  the stock  prices (closing  auction price  for  the
   Commerzbank shares in the Xetra-trading system or any comparable successor
   system) on  the  Frankfurt  Stock  Exchange  on  the  three  trading  days
   preceding the respective acquisition when the shares are acquired  through
   the exchange.

    

   The purchase of own shares by way of the Share Buyback Programme 2024 will
   be carried out  by instructing  a credit institution,  in a  way that  the
   credit institution resells  the acquired  share to Commerzbank  AG. It  is
   intended, that  the credit  institution will  make its  trading  decisions
   concerning the timing  of the purchases  of the shares  of Commerzbank  AG
   independently of and without any influence from Commerzbank AG within  the
   meaning of Art. 4(2) lit. b) of Delegated Regulation (EU) 2016/1052 of the
   Commission of  March  8,  2016 (“Delegated  Regulation  (EU)  2016/1052”).
   Insofar, Commerzbank AG will  not exercise any  influence over the  credit
   institution's decisions.

    

   Commerzbank AG will carry out the  purchases in accordance with Art. 5  of
   Regulation (EU) No 596/2014 of the European Parliament and the Council  of
   April 16, 2014  as well  as the  provisions of  Delegated Regulation  (EU)
   2016/1052 and  on the  basis of  the aforementioned  authorization by  the
   Annual General  Meeting of  Commerzbank AG  on May  13, 2020.  The  credit
   institution instructed with the purchase  of shares of Commerzbank AG  has
   been obligated accordingly by Commerzbank AG.

    

   The shares  of  Commerzbank AG  will  be  purchased at  market  prices  in
   accordance with the conditions for trading pursuant to Art. 3 of Delegated
   Regulation (EU) 2016/1052.  In particular,  the shares  of Commerzbank  AG
   will not be purchased at  a price higher than the  higher of the price  of
   the last independent  trade and the  highest current independent  purchase
   bid on the trading venue where  the purchase is carried out. In  addition,
   Commerzbank AG will not purchase on any  trading day more than 25% of  the
   average daily  volume of  the shares  on the  trading venue  on which  the
   purchase is carried out. The average  daily volume is calculated based  on
   the average daily volume traded during  the 20 trading days preceding  the
   date of the respective purchase.

    

   To  the  extent  required  and  legally  permissible,  the  Share  Buyback
   Programme 2024 can be suspended and also resumed at any time.

    

   Information on the  transactions relating to  the Share Buyback  Programme
   2024 will be adequately disclosed according to Art. 2 Sec. 3 of  Delegated
   Regulation (EU) 2016/1052 no  later than by the  end of the seventh  daily
   market session following the  date of execution  of such transactions.  In
   addition,    Commerzbank     AG    will     post    on     its     website
   (www.investor-relations.commerzbank.com)    under    section     "Investor
   Relations" the transactions disclosed and keep that information  available
   for the  public for  at least  a 5-year  period from  the date  of  public
   disclosure.

    

    

   Contact Investor Relations
   Ute Sandner  +49 69 9353 47708

    

   Press contact
   Svea Junge  +49 69 9353 45691
    

   ══════════════════════════════════════════════════════════════════════════

   Dissemination of a Regulatory Announcement, transmitted by EQS Group.
   The issuer is solely responsible for the content of this announcement.

   ══════════════════════════════════════════════════════════════════════════

   ISIN:          DE000CBK1001
   Category Code: MSCH
   TIDM:          CZB
   LEI Code:      851WYGNLUQLFZBSYGB56
   Sequence No.:  296437
   EQS News ID:   1811271


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

    1 fncls.ssp?fn=show_t_gif&application_id=1811271&application_name=news&site_id=reuters8

References

   Visible links


============