Bond Commerzbank AG 6.5% ( DE000CB94MF6 ) in EUR

Commerzbank AG

100 % ▲

Germany

DE000CB94MF6 ( in EUR )

6.5% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Commerzbank AG DE000CB94MF6 en EUR 6.5%, maturity Perpetual

200 000 EUR

500 000 000 EUR

09/04/2026 ( In 354 days )

Commerzbank AG is a major German bank offering a wide range of financial services including corporate banking, private banking, and asset management, with a significant international presence.

The Bond issued by Commerzbank AG ( Germany ) , in EUR, with the ISIN code DE000CB94MF6, pays a coupon of 6.5% per year.
The coupons are paid 1 time per year and the Bond maturity is Perpetual

Base Prospectus dated 28 May 2020
This document constitutes a base prospectus for the purpose of Article 8 (1) of Regulation 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated
market (the "Prospectus Regulation") in respect of non-equity securities within the meaning of Article 2 point (c) of the Prospectus Regulation
(the "Base Prospectus").
COMMERZBANK AKTIENGESELLSCHAFT
(Frankfurt am Main, Federal Republic of Germany)
EUR 3,000,000,000 Additional Tier 1 Notes Programme
This Base Prospectus has been approved by the Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of
Luxembourg ("Luxembourg"), as competent authority under the Prospectus Regulation and the Luxembourg law relating to prospectuses for
securities dated 16 July 2019 (Loi du 16 juillet 2019 relative aux prospectus pour valeurs mobilières et portant mise en oeuvre du règlement
(UE) 2017/1129 du Parlement européen et du Conseil du 14 juin 2017 concernant le prospectus à publier en cas d'offre au public de valeurs
mobilières ou en vue de l'admission de valeurs mobilières à la négociation sur un marché réglementé, et abrogeant la directive 2003/71/CE, as
amended the "Luxembourg Prospectus Law"). The CSSF only approves this Base Prospectus as meeting the standards of completeness,
comprehensibility and consistency imposed by the Prospectus Regulation. Such approval should not be considered as an endorsement of the
Issuer (as defined below) that is the subject of this Base Prospectus and the quality of the Notes (as defined below) that are the subject of this
Base Prospectus. Investors should make their own assessment as to the suitability of investing in the Notes (ad defined below). By approving a
prospectus, the CSSF shall give no undertaking as to the economic and financial soundness of the operation or the quality or solvency of the
Issuer pursuant to Article 6 (4) of the Luxembourg Prospectus Law.
Application has been made by Commerzbank Aktiengesellschaft, Frankfurt am Main (the "Issuer", the "Bank", "Commerzbank
Aktiengesellschaft" or "Commerzbank" and together with its subsidiaries and affiliated companies "Commerzbank Group" or the "Group")
to list the notes to be issued (the "Notes") under this EUR 3,000,000,000 Additional Tier 1 Notes Programme (the "Programme") on the
Official List of the Luxembourg Stock Exchange and to admit the Notes to trading on the regulated market "Bourse de Luxembourg" of the
Luxembourg Stock Exchange, which is a regulated market for the purposes of Directive 2014/65/EU of the European Parliament and of the
Council of 15 May 2014 on markets in financial instruments (as amended) ("MiFID II"). Notes issued under the Programme may also be listed
on the "Euro MTF" market of the Luxembourg Stock Exchange, which is a multilateral trading facility within the meaning of MiFID II. However,
Notes may be listed on any other stock exchange or may be unlisted, all as specified in the applicable Final Terms (as defined below).
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may
be offered and sold only outside the United States of America to Non-U.S. Persons in Offshore Transactions in reliance on
Regulation S under the Securities Act.
Singapore Securities and Futures Act Product Classification Notification under Section 309B(1)(c) of the Securities and Futures Act
(Chapter 289) of Singapore, as modified or amended from time to time (the SFA) The Notes are (i) prescribed capital markets products
(as defined in the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and (ii) Excluded Investment Products (as
defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on
Investment Products).
This Base Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where such offer or
solicitation is unlawful.
This Base Prospectus and any documents incorporated by reference herein or therein will be published in electronic form on the website of the
Luxembourg Stock Exchange (www.bourse.lu) and on the website of the Issuer (www.commerzbank.com).Information contained on any
website mentioned in this Base Prospectus, including the website of Commerzbank, unless incorporated by reference in this Base Prospectus,
does not form part of this Base Prospectus and has not been scrutinised or approved by the CSSF.
Investing in the Notes involves certain risks. For a discussion of certain significant factors affecting investments in the Notes, see
"2 Risk Factors". An investment in the Notes is suitable only for financially sophisticated investors who are capable of evaluating the
merits and risks of such investment and who have sufficient resources to be able to bear any losses which may result from such
investment.
This Base Prospectus is valid for a period of 12 months after its approval. The validity will expire on 28 May 2021. There is no
obligation to supplement the Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies
when the Base Prospectus is no longer valid.
Co-Arrangers
COMMERZBANK
UBS INVESTMENT BANK
Dealers
BARCLAYS
BNP PARIBAS
COMMERZBANK
DEUTSCHE BANK
GOLDMAN SACHS BANK EUROPE SE
HSBC
J.P. MORGAN
UBS INVESTMENT BANK

RESPONSIBILITY STATEMENT
Commerzbank Aktiengesellschaft with its registered office in Frankfurt am Main, Federal Republic of Germany, is
solely responsible for the information given in this Base Prospectus and for the information which will be contained
in any Final Terms (as defined below).
The Issuer hereby declares that to the best of its knowledge, the information contained in this Base Prospectus is
in accordance with the facts and that this Base Prospectus makes no omission likely to affect its import.
NOTICE
This Base Prospectus should be read and understood in conjunction with any other documents incorporated
herein by reference. Full information on the Issuer and any tranche of Notes (the "Tranche" or "Tranche of
Notes") is only available on the basis of the combination of the Base Prospectus, any supplement and the final
terms applicable to such Tranche of Notes (the "Final Terms").
No person has been authorised to give any information or to make any representations other than those contained
in this Base Prospectus and, if given or made, such information or representations must not be relied upon as
having been authorised by or on behalf of the Issuer, the Dealers (as defined herein) or any of them. None of the
Dealers has independently verified the Base Prospectus and none of them assumes any responsibility for the
accuracy of the information and statements contained in this Base Prospectus and no representations express or
implied are made by the Dealers or their affiliates as to the accuracy and completeness of the information and
statements herein.
Neither the Arrangers (as defined herein) nor any Dealer nor any other person mentioned in this Base Prospectus,
except for the Issuer, is responsible for the information contained in this Base Prospectus or any other document
incorporated herein by reference, and accordingly, and to the extent permitted by the laws of any relevant
jurisdiction, none of these persons makes any representation or warranty or accepts any responsibility as to the
accuracy and completeness of the information contained in any of these documents. The Dealers have not
independently verified any such information and accept no responsibility for the accuracy thereof.
Each investor contemplating purchasing any Notes should make its own independent investigation of the financial
condition and affairs, and its own appraisal of the creditworthiness of the Issuer. This Base Prospectus and any
Final Terms do not constitute an offer of Notes or an invitation by or on behalf of the Issuer or the Dealers to
purchase any Notes. Neither this Base Prospectus, Final Terms nor any other information supplied in connection
with the Notes should be considered as a recommendation by the Issuer or the Dealers to a recipient of this Base
Prospectus and/or of such other information that such recipient should purchase any Notes.
The Notes have not been and are not being offered to the public within the meaning of the Prospectus Regulation
and no offering of the Notes was or is subject to the obligation to publish a prospectus under the Prospectus
Regulation. Offers wil be made to qualified investors (as defined in the Prospectus Regulation) only. No action
has been or may be taken to permit an offer of Notes to the public within the meaning of the Prospectus
Regulation.
The language of the Base Prospectus is English. The English language Terms and Conditions of the Notes are
shown in the Base Prospectus and the relevant Final Terms of a Tranche of Notes for additional information. It
should be noted, however, that the German text of the Terms and Conditions of a Tranche of Notes shall be
controlling and legally binding.
Where a claim relating to the information contained in this Base Prospectus and any supplement thereto is
brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating the
Base Prospectus and any supplement thereto before the legal proceedings are initiated.
This Base Prospectus, any supplement thereto and any Final Terms reflect the status as of their respective dates
of publications. Neither the delivery of this Base Prospectus, any supplements thereto any any Final Terms nor the
offering, sale or delivery of the Notes shall, in any circumstances, create any implication that the information
contained in such documents is accurate and complete subsequent to its respective date of publications or that
there has been no adverse change in the financial situation of the Issuer since such date or that any other
information supplied in connection with the Programme is accurate at any time subsequent to the date on which it
is supplied or, if different, the date indicated in the document containing the same.
2

The distribution of this Base Prospectus, any supplements thereto and any Final Terms and the offering, sale and
delivery of the Notes in certain jurisdictions may be restricted by law. Persons into whose possession this Base
Prospectus, any supplements thereto and any Final Terms come are required by the Issuer and the Dealers to
inform themselves about and to observe any such restrictions. For a description of the restrictions applicable in the
European Economic Area, the United States of America and its territories, the United Kingdom of Great Britain
and Northern Ireland, the Republic of Italy, Hong Kong, Singapore and the Commonwealth of Australia see
"9.3 Selling Restrictions" on pages 310 et seq. of this Base Prospectus. In particular, the Notes have not been and
will not be registered under the United States Notes Act of 1933, as amended, and are subject to tax law
requirements of the United States of America; subject to certain exceptions, Notes may not be offered, sold or
delivered within the United States of America or to United States persons.
This Base Prospectus may only be used for the purpose for which it has been published. It, any supplements
thereto and any Final Terms do not constitute an offer or an invitation to subscribe for or purchase any Notes.
This Base Prospectus, any supplements thereto and any Final Terms may not be used for the purpose of an offer
or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to
whom it is unlawful to make such an offer or solicitation.
References to "EUR", "Euro" and "" are to the euro, the currency introduced at the start of the third stage of the
European Economic and Monetary Union pursuant to the treaty establishing the European Community, as
amended by the treaty on the European Union, as amended. References to "USD" or "U.S. dollar" are to the
official currency of the United States of America, references to "GBP" or "pound sterling" are to the official
currency of the United Kingdom, references to "SGD" or "Singapore dollar" are to the official currency of
Singapore and references to "AUD" or "Australian dollar" are to the official currency of the Commonwealth of
Australia.
RESTRICTIONS ON MARKETING AND SALES TO RETAIL INVESTORS
The Notes issued pursuant to the Base Prospectus are complex financial instruments and are not a suitable or
appropriate investment for all investors. In some jurisdictions, regulatory authorities have adopted or published
laws, regulations or guidance with respect to the offer or sale of securities such as the Notes to retail investors.
In particular, in June 2015, the U.K. Financial Conduct Authority (the "FCA") published the Product Intervention
(Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015, which took effect from
1 October 2015 (the "PI Instrument"). In addition, (i) on 1 January 2018, the provisions of Regulation (EU) No.
1286/2014 on key information documents for packaged and retail and insurance-based investment products
("PRIIPs Regulation") became directly applicable in all member states of the European Economic Area ("EEA")
and the United Kingdom and (ii) MiFID II was required to be implemented in EEA member states by 3 January
2018. Together the PI Instrument, PRIIPs Regulation and MiFID II are referred to as the "Regulations".
The Regulations set out various obligations in relation to (i) the manufacture and distribution of financial
instruments and the (i ) offering, sale and distribution of packaged retail and insurance-based investment products
and certain contingent write-down or convertible securities such as the Notes.
The Dealers are required to comply with some or all of the Regulations. By purchasing, or making or accepting an
offer to purchase any Notes (or a beneficial interest in the Notes) from the Issuer and/or the Dealers each
prospective investor represents, warrants, agrees with and undertakes to the Issuer and each of the Dealers that:
(1)
it is not a retail investor;
(2)
whether or not it is subject to the Regulations:

(A)
it will not sell or offer the Notes (or any beneficial interest therein) to retail investors; or

(B)
it will not communicate (including the distribution of the Base Prospectus) or approve an invitation or
inducement to participate in, acquire or underwrite the Notes (or any beneficial interests therein)
where that invitation or inducement is addressed to or disseminated in such a way that it is likely to
be received by a retail investor (in each case within the meaning of MiFID II). In selling or offering the
Notes or making or approving communications relating to the Notes it may not rely on the limited
exemptions set out in the PI Instrument;
3

(C)
if it is a person in Hong Kong, it is a 'professional investor' as defined in the Securities and Futures
Ordinance (Cap. 571) of Hong Kong (the "SFO") and any rules made under the SFO; and
(3)
it wil at al times comply with al applicable laws, regulations and regulatory guidance (whether inside or
outside the EEA) relating to the promotion, offering, distribution and/or sale of the Notes (or any beneficial
interests therein), including (without limitation) MiFID II and any other such laws, regulations and regulatory
guidance relating to determining the appropriateness and/or suitability of an investment in the Notes (or any
beneficial interests therein) by investors in any relevant jurisdiction.
For the purposes of this provision: the expression "retail investor" means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4 (1) of MiFID II; (ii) a customer within the meaning of Directive (EU)
2016/97 (Insurance Distribution Directive), where that customer would not qualify as a professional client as
defined in point (10) of Article 4 (1) of MiFID II; or (i i) not a qualified investor as defined in the Prospectus
Regulation.
MIFID II PRODUCT GOVERNANCE
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will
outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, sel ing or recommending the Notes (a "distributor") should take
into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels. A determination will be made in relation to
each issue about whether, for the purpose of the MiFID Product Governance rules under EU Delegated Directive
2017/593 (the "MiFID Product Governance Rules"), any Dealer subscribing for any Notes is a manufacturer in
respect of such Notes, but otherwise neither the Arranger nor the Dealers nor any of their respective affiliates wil
be a manufacturer for the purpose of the MiFID Product Governance Rules.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. A forward-looking statement is a statement
that does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the
use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "wil " and similar terms and phrases, including references and assumptions. This applies, in
particular, to statements in this Base Prospectus containing information on future earning capacity, plans and
expectations regarding Commerzbank's business and management, its growth and profitability, and general
economic and regulatory conditions and other factors that affect it.
Forward-looking statements in this Base Prospectus are based on current estimates and assumptions that the
Issuer makes to the best of its present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including Commerzbank's financial condition and
results of operations, to differ materially from and be worse than results that have expressly or implicitly been
assumed or described in these forward-looking statements. Commerzbank's business is also subject to a number
of risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this Base
Prospectus to become inaccurate. Accordingly, investors are strongly advised to read the following sections of this
Base Prospectus: "2.1 Risk Factors relating to the Commerzbank Group" and "7 COMMERZBANK
AKTIENGESELLSCHAFT". These sections include more detailed descriptions of factors that might have an
impact on Commerzbank's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Base Prospectus may not
occur. In addition, neither the Issuer nor the Dealers assume any obligation, except as required by law, to update
any forward-looking statement or to conform these forward-looking statements to actual events or developments.
BENCHMARKS REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S
REGISTRATION
On each Reset Date (as specified in in the applicable Final Terms for a Tranche of Notes), the rate of interest
payable under the Notes will reset and may be calculated by reference to certain mid-swap rates. These rates
may be provided by ICE Benchmark Administration Limited ("IBA"), if so specified in the applicable Final Terms.
IBA appears on the register of administrators and benchmarks established and maintained by the European
4

Securities and Markets Authority (ESMA) (the "ESMA Register") pursuant to Article 36 of Regulation (EU)
2016/1011 (the "Benchmarks Regulation").
In case Notes are issued which make reference to another benchmark, the applicable Final Terms wil specify the
name of the specific benchmark and the relevant administrator. In such case, the applicable Final Terms wil
further specify if the relevant administrator is included in the ESMA Register or whether the transitional provisions
in Article 51 of the Benchmarks Regulation apply.
STABILISATION
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any) named
as stabilising manager(s) in the applicable Final Terms (or persons acting on behalf of a stabilising manager) may
over-al ot Notes or effect transactions with a view to supporting the price of the Notes at a level higher than that
which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may
begin on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of
Notes is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the
Issue Date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of
Notes. Any stabilisation action or over-al otment must be conducted by the relevant stabilising manager(s) (or
person(s) acting on behalf of any stabilising manager(s)) in accordance with al applicable laws and rules.

5

TABLE OF CONTENTS
1
GENERAL DESCRIPTION OF THE PROGRAMME .................................................................................... 7
2
RISK FACTORS.......................................................................................................................................... 15
3
ISSUE PROCEDURES ............................................................................................................................... 56
4
TERMS AND CONDITIONS OF THE NOTES ........................................................................................... 57
OPTION I:TERMS AND CONDITIONS FOR NOTES ISSUED IN EURO ....................................................... 57
OPTION II: TERMS AND CONDITIONS FOR NOTES ISSUED IN U.S. DOLLAR ....................................... 100
OPTION III: TERMS AND CONDITIONS FOR NOTES ISSUED IN POUND STERLING ............................ 146
OPTION IV: TERMS AND CONDITIONS FOR NOTES ISSUED IN SINGAPORE DOLLAR ....................... 183
OPTION V: TERMS AND CONDITIONS FOR NOTES ISSUED IN AUSTRALIAN DOLLAR ...................... 226
5
FORM OF THE FINAL TERMS ................................................................................................................ 270
6
DISTRIBUTABLE AMOUNT, REGULATORY CAPITAL REQUIREMENTS, REGULATORY RATIOS AND
PAYMENT RESTRICTIONS ..................................................................................................................... 279
7
COMMERZBANK AKTIENGESELLSCHAFT ........................................................................................... 288
8
TAXATION ................................................................................................................................................ 305
9
SUBSCRIPTION AND SALE OF THE NOTES ........................................................................................ 310
10
GENERAL INFORMATION ....................................................................................................................... 314
11
DOCUMENTS INCORPORATED BY REFERENCE ................................................................................ 316

6

1 GENERAL DESCRIPTION OF THE PROGRAMME
1.1
General
Under this EUR 3,000,000,000 Additional Tier 1 Notes Programme, the Issuer may from time to time issue Notes
to one or more of the following dealers: Barclays Bank PLC, BNP Paribas, Commerzbank Aktiengesellschaft,
Deutsche Bank Aktiengesel schaft, Goldman Sachs Bank Europe SE, HSBC France, J.P. Morgan Securities plc
UBS AG, London Branch and any additional Dealer appointed under the Programme from time to time by the
Issuer, which appointment may be for a specific issue or on an ongoing basis (together, the "Dealers" and each a
"Dealer").
Commerzbank Aktiengesel schaft and UBS AG, London Branch act as co-arrangers in respect of the Programme
(the "Co-Arrangers").
Commerzbank Aktiengesellschaft wil act as paying agent and as calculation agent, unless another calculation
agent is specified in the applicable Final Terms.
The maximum aggregate principal amount of the Notes outstanding at any one time under the Programme will not
exceed EUR 3,000,000,000 (or its equivalent in any other currency). Under the Dealer Agreement (as defined
herein), the nominal amount of Notes outstanding under the Programme may be increased, subject to the
satisfaction of certain conditions set out therein. In that event a supplement to this Base Prospectus or an updated
Base Prospectus will be prepared.
Notes wil be issued in Tranches, each Tranche consisting of Notes, which are identical in al respects. One or
more Tranches, which are expressed to be consolidated and forming a single series and identical in all respects,
but having different issue dates, interest commencement dates, issue prices and dates for first interest payments
may form a series of Notes (the "Series"). Further Notes may be issued as part of an existing Series. The specific
terms of each Tranche will be set forth in the applicable Final Terms.
Notes wil be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and
as indicated in the applicable Final Terms save that the minimum denomination of the Notes will be, if in Euro,
EUR 200,000, if in U.S. dollar, USD 200,000, if in pound sterling, GBP 200,000, if in Singapore dollar,
SGD 250,000 and if in Australian dollar, AUD 200,000.
There are certain factors that may affect the Issuer's ability to fulfil its obligations under any Notes issued under
the Programme. In addition, there are certain factors that are material for the purpose of assessing the risks
associated with an investment in the Notes. These risks are set out under the section "2 Risk Factors" of this Base
Prospectus.
Application has been made by the Issuer to list the Notes to be issued under the Programme on the Official List of
the Luxembourg Stock Exchange and to admit the Notes to trading on the regulated market "Bourse de
Luxembourg" of the Luxembourg Stock Exchange, which is a regulated market for the purposes of MiFID II. Notes
issued under the Programme may also be listed on the "Euro MTF" market of the Luxembourg Stock Exchange,
which is a multilateral trading facility within the meaning of MiFID II. However, Notes may be listed on any other
stock exchange or may be unlisted all as specified in the applicable Final Terms.
There are restrictions on the offer, sale and transfer of the Notes. See the section "9.3 Sel ing Restrictions" under
"9 Subscription and Sale of the Notes" below.
Each Tranche of Notes wil be represented by one or more global notes (each a "Global Note").
Each Global Note wil either be (i) deposited with Deutsche Bank Aktiengesellschaft, or any other common
depositary specified in the applicable Final Terms, as common depositary for Clearstream Banking, S.A., 42
Avenue JF Kennedy, L-1855 Luxembourg and Euroclear Bank SA/NV, 1 Boulevard du Roi Albert II, B-1210
Brussels or (ii) be kept in custody by or on behalf of Clearstream Banking AG, Mergenthaleral ee 61, 65760
Eschborn, Federal Republic of Germany and any successor in its capacity as clearing system, as specified in the
applicable Final Terms.
The Notes wil be freely transferable in accordance with the rules and regulations of the relevant clearing system.
7

1.2
General Description of the Notes
The information set out below provides an overview of material terms of any Notes which may be issued under the
Programme. Since the Final Terms and characteristics of the Notes as well as the terms of the offer wil only be
determined when the Notes are offered and/or listed on a regulated market in the Member States of the European
Union, such information and the Programme Terms and Conditions of the Notes set out below should be read in
conjunction with, and is qualified in its entirety by, the detailed information appearing elsewhere in this Base
Prospectus, any supplement thereto and the Final Terms relating to a specific Tranche of Notes.
In the event of any inconsistency between this overview of the notes and the information provided elsewhere in
this Base Prospectus, any supplement thereto and any Final Terms, the latter shal prevail.
Terms used in this overview and not otherwise defined shal have the meaning given to them in the Terms and
Conditions of the Notes.
Issuer
Commerzbank Aktiengesel schaft, Frankfurt am Main
Use of Proceeds
The net proceeds from the issue of the Notes wil be used by Commerzbank
for general corporate and financing purposes and to strengthen its Tier 1
regulatory capital base, which wil also positively impact other key metrics of
regulatory requirements such as the leverage ratio and MREL, unless
specified otherwise in the Final Terms applicable to a specific Tranche of
Notes.
Notes
Undated Non-Cumulative Fixed to Reset Rate Additional Tier 1 Notes.
Risk Factors
There are certain factors that may affect the Issuer's ability to fulfil its
obligations under the Notes that may be issued under the Programme. In
addition, there are certain factors that are material for the purpose of
assessing the risks associated with an investment in the Notes. These risks
are set out under the section "2 Risk Factors" of this Prospectus.
Optional Redemption Date
The Final Terms of a Tranche of Notes shall specify one more dates on which
the Issuer may cal the Notes for redemption, the first such date not falling
earlier than on the fifth anniversary of the issue of the relevant Tranche of
Notes.
Maturity
The Notes shall have no scheduled maturity date and only provide for
termination rights of the Issuer (see "Termination Rights of the Issuer" below)
but not for termination rights of the Holders.

"Holder" means any holder of a proportionate co-ownership or other right in
the Notes.
Denominations of Notes
Notes wil be issued in such denominations as may be agreed between the
Issuer and the relevant Dealer(s) and as indicated in the applicable Final
Terms save that the minimum denomination of the Notes wil be, if in Euro,
EUR 200,000, if in U.S. dollar, USD 200,000, if in pound sterling,
GBP 200,000, if in Singapore dollar, SGD 250,000 and if in Australian dol ar,
AUD 200,000.
Status of the Notes
The Notes shall constitute direct, unsecured and subordinated obligations of
the Issuer, ranking pari passu among themselves and (as specified below)
pari passu with al other equally subordinated obligations of the Issuer.
If resolution measures are imposed on the Issuer, or in the event of the
dissolution, liquidation, insolvency or composition of the Issuer, or if other
proceedings are opened for the avoidance of insolvency of, or against, the
Issuer, the obligations under the Notes shal rank
(A)
junior to (i) the claims of unsubordinated creditors of the Issuer
(including, but not limited to, claims against the Issuer under its non-
8

preferred senior debt instruments within the meaning of § 46f(6)
sentence 1 KWG), (i ) the claims specified in § 39(1) nos. 1 to 5 InsO,
(i i) the claims under Tier 2 Instruments, (iv) the claims of subordinated
creditors of the Issuer which do not, pursuant to (B) and (C) below,
rank pari passu with, or junior to, the claims under the Notes, and (v)
the claims under other instruments which pursuant to their terms or
mandatory provisions of law rank pari passu with, or senior to, Tier 2
Instruments unless already captured in (i) or (i ) (the obligations of the
Issuer referred to in (i) through (v), together the "Senior Ranking
Obligations"); provided that in any such event, no amounts shal be
payable in respect of the Notes until the Senior Ranking Obligations
have been satisfied in full;
(B)
pari passu with the claims against the Issuer under other AT1
Instruments and claims under other instruments which pursuant to
mandatory provisions of law rank pari passu with AT1 Instruments; and
(C)
senior to the claims in respect of common equity tier 1 items of the
Issuer pursuant to Article 26 CRR, in particular (but not limited to):
claims under ordinary shares and other instruments (if any) of the
Issuer which pursuant to their terms or mandatory provisions of law
rank pari passu with ordinary shares.
"AT1 Instrument" means any (directly or indirectly issued) capital instrument
of the Issuer that qualifies as additional tier 1 instrument pursuant to Article
52 CRR at the relevant time (including, but not limited to, any capital
instrument or other instrument that qualifies as additional tier 1 instrument
pursuant to transitional provisions under the CRR).
"CRR" means Regulation (EU) No 575/2013 of the European Parliament and
the Council of 26 June 2013 on prudential requirements for credit institutions
and investment firms and amending Regulation (EU) No 648/2012, as
amended or replaced from time to time, in particular by the Regulation (EU)
2019/876 of the European Parliament and of the Council of 20 May 2019
amending Regulation (EU) No 575/2013 as regards the leverage ratio, the net
stable funding ratio, requirements for own funds and eligible liabilities,
counterparty credit risk, market risk, exposures to central counterparties,
exposures to collective investment undertakings, large exposures, reporting
and disclosure requirements, and Regulation (EU) No 648/2012; to the extent
that any provisions of the CRR are amended or replaced, the reference to
provisions of the CRR as used in the Terms and Conditions of the Notes shall
refer to such amended provisions or successor provisions from time to time.
"InsO" means of the German Insolvency Statute (InsO), as amended or
replaced from time to time; to the extent that any provisions of the InsO are
amended or replaced, the reference to provisions of the InsO as used in the
Terms and Conditions of the Notes shal refer to such amended provisions or
successor provisions from time to time.
"KWG" means the German Banking Act (Kreditwesengesetz KWG), as
amended or replaced from time to time; to the extent that any provisions of
the KWG are amended or replaced, the reference to provisions of the KWG
as used in the Terms and Conditions of the Notes shal refer to such
amended provisions or successor provisions from time to time.
"Tier 2 Instrument" means any (directly or indirectly issued) capital
instrument or subordinated loan instrument of the Issuer that qualifies as a
Tier 2 instrument pursuant to Article 63 CRR at the relevant time (including,
but not limited to, any capital instrument or subordinated loan instrument or
other instrument that qualifies as Tier 2 instrument pursuant to transitional
provisions under the CRR).
9

Note on payment restrictions The Terms and Conditions of the Notes in relation to a compulsory
prior to an insolvency
cancellation of interest (see also "Compulsory Cancel ation of Interest" below)
and in relation to a redemption shal include the conditions that, on the date
on which the relevant amount of principal or interest is scheduled to be paid,
(i)
the Issuer is neither over-indebted within the meaning of § 19 InsO
nor il iquid within the meaning of § 17 InsO on the date of the relevant
payment; and
(i )
the payment of the relevant amount would not result in an
overindebtedness within the meaning of § 19 InsO or illiquidity within
the meaning of § 17 InsO of the Issuer.
This means that irrespective of, and even prior to, the opening of any
insolvency or liquidation proceedings over the assets of the Issuer, the Issuer
shal not make a scheduled payment of interest or principal if
(i)
the Issuer is over-indebted within the meaning of § 19 InsO or il iquid
within the meaning of § 17 InsO on the date of the relevant payment,
or
(i )
the payment of the relevant amount would result in an
overindebtedness within the meaning of § 19 InsO or illiquidity within
the meaning of § 17 InsO of the Issuer.
Such a prohibition on payment may be in effect for an indefinite period of time
and even permanently.
No set-off, no security
No Holder may set off his claims arising under the Notes against any claims
of the Issuer. No collateral or guarantee is, shal at any time be, provided
securing claims of the Holders under the Notes. Any collateral or guarantee
already provided or granted in the future (as the case may be) in connection
with other liabilities of the Issuer may not be used for claims under the Notes.
Interest Payments
Pursuant to the Terms and Conditions of the Notes, the Issuer wil (subject to
the provisions set out below, see "Discretionary Cancellation of Interest" and
"Compulsory Cancellation of Interest") from (and including) the relevant issue
date, as specified in the applicable Final Terms of a Tranche of Notes, owe
Interest Payments at the applicable Rate of Interest (as defined in the Terms
and Conditions of the Notes and specified in the applicable Final Terms of a
Tranche of Notes), calculated on the basis of the nominal amount of the
Notes from time to time (which may be lower than the Original Nominal
Amount (as specified in the applicable Final Terms) of the Notes (cf. "Write-
down of the Redemption Amount and the Nominal Amount of the Notes"
below)) and payable in arrear on each Interest Payment Date (as specified in
the applicable Final Terms), subject to having accrued and being payable
under the Terms and Conditions of the Notes.
For more details, see § 3 of the Terms and Conditions of the Notes.
Discretionary Cancellation of Interest Payments will not accrue if the Issuer has elected, at its sole
Interest
discretion, to cancel payment of interest (non-cumulative), in whole or in part,
on any Interest Payment Date (see also below "Interest Payments are non-
cumulative").
See § 3 (8) of the Terms and Conditions of the Notes.
Compulsory Cancellation of In addition, the Notes wil not bear interest or will bear a reduced amount of
Interest
interest, as applicable, on an Interest Payment Date:
(i)
to the extent that such payment of interest together with
10