Bond Commerzbank AG 4.25% ( DE000CZ45WA7 ) in EUR

Commerzbank AG

100 % ▲

Germany

DE000CZ45WA7 ( in EUR )

4.25% per year ( payment 1 time a year)

Perpetual

Prospectus brochure of the bond Commerzbank AG DE000CZ45WA7 en EUR 4.25%, 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.

Commerzbank AG has issued a perpetual EUR 500,000,000 bond (ISIN: DE000CZ45WA7) with a 4.25% coupon rate, trading at 100% of par value, minimum investment size ?200,000, and paying annually.

Base Prospectus dated 31 May 2021
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
under the Programme (as defined below) by Commerzbank Aktiengesel schaft.
COMMERZBANK AKTIENGESELLSCHAFT
(Frankfurt am Main, Federal Republic of Germany)
EUR 3,000,000,000 Additional Tier 1 Notes Programme
Under this base prospectus (together with any documents incorporated by reference herein, the "Base Prospectus"), Commerzbank
Aktiengesel schaft ("Commerzbank", the "Bank" or the "Issuer", together with its subsidiaries "Commerzbank Group" or the "Group"),
subject to compliance with al relevant laws, regulations and directives, may from time to time issue bearer notes (together the "Notes") that
are intended to qualify as additional tier 1 instruments (the "Additional Tier 1 Instruments"). The aggregate nominal amount of Notes issued
under the Additional Tier 1 Notes Programme described in this Base Prospectus (the "Programme") outstanding wil not at any time exceed
EUR 3,000,000,000 (or the equivalent in other currencies).
The initial nominal amount of the Notes, the issue currency, the interest payable in respect of the Notes, the issue prices of the Notes and al
other terms and conditions which are applicable to a particular Tranche of Notes (as defined below) wil be set out in the document containing
the final terms (each "Final Terms") within the meaning of Art. 8(4) of the Prospectus Regulation.
This Base Prospectus has been approved by the Commission de Surveil ance 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 juil et 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 shal 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 to list the Notes to be issued under this Programme on the Of icial 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 I "). 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, al as specified in the applicable Final Terms (as defined below).
This Base Prospectus and any supplement to this Base Prospectus wil 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.
This Base Prospectus is valid for a period of 12 months after its approval. The validity wil expire on 31 May 2022. There is no
obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material inaccuracies,
regardless of whether this Base Prospectus is stil valid or not.
This Base Prospectus does not constitute an offer to sel , or the solicitation of an of er to buy, the Notes in any jurisdiction where such offer or
solicitation is unlawful.
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. The Notes are not intended to be offered, sold or otherwise made available to and should not
be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA") or in the United Kingdom
("UK") or elsewhere.
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 financial y 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.
Co-Arrangers
COMMERZBANK
UBS INVESTMENT BANK
Dealers
BARCLAYS
BNP PARIBAS
COMMERZBANK
DEUTSCHE BANK
GOLDMAN SACHS BANK
HSBC
J.P. MORGAN
UBS INVESTMENT BANK
EUROPE SE

RESPONSIBILITY STATEMENT
Commerzbank Aktiengesel schaft 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 wil 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. Ful 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.
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 permit ed 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 shal be
control ing and legal y 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 shal , 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 Sel ing Restrictions" on pages 307 et seq. of this Base Prospectus. In particular, the Notes have not been and
wil 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. dol ar" 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 dol ar" are to the official currency of
Singapore and references to "AUD" or "Australian dol ar" are to the official currency of the Commonwealth of
Australia.
PROHIBITION OF SALES TO EEA RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and, with effect from such date,
should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a
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; or (i ) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer
would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID I . Consequently, no key
information document required by Regulation (EU) No. 1286/2014 (the "PRI Ps Regulation") for offering or sel ing
the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore
offering or sel ing the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRI Ps Regulation.
PROHIBITION OF SALES TO UK RETAIL INVESTORS
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person
who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No. 2017/565 as it
forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA") or (i ) a customer
within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or
regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as
a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No. 600/2014 as it forms part of UK
domestic law by virtue of the EUWA ("UK MiFIR"). Consequently no key information document required by
Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRI Ps
Regulation") for offering or sel ing the Notes or otherwise making them available to retail investors in the UK has
been prepared and therefore offering or sel ing the Notes or otherwise making them available to any retail investor
in the UK may be unlawful under the UK PRIIPs Regulation.
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 al 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
the EEA, these laws, regulations or guidance comprise MiFID I and the PRIIPs Regulation, and in the UK, the
Product Intervention (Contingent Convertible Instruments and Mutual Society Shares) Instrument 2015 as
published by the U.K. Financial Conduct Authority (the "PI Instrument"), UK MiFIR, certain provisions of
3

Regulation (EU) No. 2017/565 as they form part of UK domestic law by virtue of the EUWA ("UK Delegated
Regulation"), and the UK PRIIPs Regulation. Together, these laws, regulations or guidance 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 al 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 wil not sel or offer the Notes (or any beneficial interest therein) to retail investors; or

(B) it wil 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;

and in sel ing 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) 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
(4) it wil at al times comply with al applicable laws, regulations and regulatory guidance (whether inside or
outside the EEA or the UK) relating to the promotion, offering, distribution and/or sale of the Notes (or any
beneficial interests therein), including (without limitation) MiFID II or UK Delegated Regulation 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) a retail client as defined in point (8) of Article 2 of the UK
Delegated Regulation.
Each prospective investor further acknowledges that:
(1) the identified target market for the Notes (for the purposes of the product governance obligations in MiFID II
or UK Delegated Regulation) is eligible counterparties and professional clients;
(2) no key information document (KID) under the PRI Ps Regulation has been prepared and therefore offering
or sel ing the Notes or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRI Ps Regulation; and
(3) no key information document (KID) under the UK PRIIPs Regulation has been prepared and therefore
offering or sel ing the Notes or otherwise making them available to any retail investor in the UK may be
unlawful under the UK PRIIPs Regulation.
Where acting as agent on behalf of a disclosed or undisclosed client when purchasing, or making or accepting an
offer to purchase, any Notes (or any beneficial interest therein) from the Issuer and/or any of the Dealers, the
foregoing representations, warranties, agreements and undertakings wil be given by and be binding on both the
agent and its underlying client(s).
4

MIFID I PRODUCT GOVERNANCE
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which wil
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 I 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.
UK MIFIR PRODUCT GOVERNANCE
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which wil
outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any Distributor should take into consideration the target market assessment; however, a distributor
subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product
Governance Rules") 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 wil 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") and/or the
UK MiFIR 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 or the UK MiFIR Product Governance
Rules.
Singapore Securities and Futures Act Product Classification Notification
In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore, as modified or
amended from time to time (the "SFA"), and the Securities and Futures (Capital Markets Products) Regulations
2018 of Singapore (the "CMP Regulations 2018"), the Issuer has determined, and hereby notifies al relevant
persons (as defined in Section 309A of the SFA), that the Notes to be issued under this Base Prospectus are
"prescribed capital markets products" (as defined in the CMP Regulations 2018) and 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).
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 dif er material y 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 fol owing 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.
5

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 wil reset and may be calculated by reference to certain reference rates. These reference
rates include certain mid-swap rates which may be provided by ICE Benchmark Administration Limited ("IBA"), if
so specified in the applicable Final Terms. IBA does not appear on the register of administrators and benchmarks
established and maintained by the European Securities and Markets Authority (ESMA) (the "ESMA Register")
pursuant to Article 36 of Regulation (EU) 2016/1011 (the "Benchmarks Regulation"). As far as the Issuer is
aware, the transitional provisions in Article 51 of the Benchmarks Regulation apply, such that IBA is not currently
required to obtain authorisation or registration (or, if located outside the European Union, recognition,
endorsement or equivalence).
In case Notes are issued which make reference to another benchmark or in case there was a change to any of the
above mentioned benchmarks, 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 al otment 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.

6

TABLE OF CONTENTS
1
GENERAL DESCRIPTION OF THE PROGRAMME . ........ .......... ......... .......... .......... .......... .......... ........ 8
2
RISK FACTORS........ .......... .......... .......... ......... .......... .......... .......... .......... .......... ......... .......... .......... 17
3
ISSUE PROCEDURES . ....... ......... .......... .......... .......... .......... ......... .......... .......... .......... .......... ......... 59
4
TERMS AND CONDITIONS OF THE NOTES ... .......... ......... .......... .......... .......... .......... ......... .......... . 60
OPTION I:TERMS AND CONDITIONS FOR NOTES ISSUED IN EURO .... .......... .......... .......... .......... ...... 60
OPTION I : TERMS AND CONDITIONS FOR NOTES ISSUED IN U.S. DOLLAR ... .......... .......... .......... .. 104
OPTION I I: TERMS AND CONDITIONS FOR NOTES ISSUED IN POUND STERLING ..... .......... .......... 142
OPTION IV: TERMS AND CONDITIONS FOR NOTES ISSUED IN SINGAPORE DOLLAR .. .......... ......... 179
OPTION V: TERMS AND CONDITIONS FOR NOTES ISSUED IN AUSTRALIAN DOLLAR ..... .......... ..... 222
5
FORM OF THE FINAL TERMS . ........ .......... .......... .......... .......... ......... .......... .......... .......... .......... ... 266
6
DISTRIBUTABLE AMOUNT, REGULATORY CAPITAL REQUIREMENTS, REGULATORY RATIOS AND
PAYMENT RESTRICTIONS . ........ ......... .......... .......... .......... .......... ......... .......... .......... .......... ......... 276
7
COMMERZBANK AKTIENGESELLSCHAFT ...... .......... .......... .......... .......... ......... .......... .......... ........ 285
8
TAXATION . ...... .......... .......... .......... .......... ......... .......... .......... .......... .......... ......... .......... .......... ..... 302
9
SUBSCRIPTION AND SALE OF THE NOTES .... .......... .......... ......... .......... .......... .......... .......... ....... 307
10
GENERAL INFORMATION ..... .......... .......... ......... .......... .......... .......... .......... .......... ......... .......... ..... 311
11
DOCUMENTS INCORPORATED BY REFERENCE . ....... .......... .......... .......... .......... ......... .......... ..... 313

7

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 fol owing dealers: Barclays Bank Ireland PLC, BNP Paribas, Commerzbank
Aktiengesel schaft, Deutsche Bank Aktiengesel schaft, Goldman Sachs Bank Europe SE, HSBC Continental
Europe, J.P. Morgan AG, 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 Aktiengesel schaft wil act as paying agent and as calculation agent, unless another paying agent
or 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 wil 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 wil 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 al 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 wil 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 wil be, if in Euro,
EUR 200,000, if in U.S. dol ar, USD 200,000, if in pound sterling, GBP 200,000, if in Singapore dol ar,
SGD 250,000 and if in Australian dol ar, 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 I . 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 al 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 Aktiengesel schaft, 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 (i ) 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.
8

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 wel 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 Base Prospectus.
Optional Redemption Date
The Final Terms of a Tranche of Notes shal specify one more dates on which
the Issuer may cal the Notes for redemption, the first such date not fal ing
earlier than on the fifth anniversary of the issue of the relevant Tranche of
Notes.
Maturity
The Notes shal 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. dol ar, USD 200,000, if in pound sterling,
GBP 200,000, if in Singapore dol ar, SGD 250,000 and if in Australian dol ar,
AUD 200,000.
Status of the Notes
The Notes shal constitute direct, unsecured and subordinated obligations of
the Issuer, ranking pari passu among themselves and, subject to applicable
law from time to time and as specified below, pari passu with al other equal y
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
9

(including, but not limited to, claims against the Issuer under its non-
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 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 ful ;
(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.
"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 col ective 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 shal
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).
Note on payment restrictions The Terms and Conditions of the Notes in relation to a compulsory
cancel ation of interest (see also "Compulsory Cancel ation of Interest" below)
10