Bond Commerzbank AG 0% ( XS0164166067 ) in EUR

Issuer Commerzbank AG
Market price 100 %  ⇌ 
Country  Germany
ISIN code  XS0164166067 ( in EUR )
Interest rate 0%
Maturity 05/03/2023 - Bond has expired



Prospectus brochure of the bond Commerzbank AG XS0164166067 in EUR 0%, expired


Minimal amount 100 000 EUR
Total amount 10 000 000 EUR
Detailed description 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 XS0164166067, pays a coupon of 0% per year.
The coupons are paid 1 time per year and the Bond maturity is 05/03/2023







This document constitutes two base prospectuses of Hypothekenbank Frankfurt AG for the purposes of Article 5.4 of the
Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003, as amended (the
"Prospectus Directive"): (i) the base prospectus in respect of non-equity securities within the meaning of Article 22
subparagraph 6 (4) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended ("Non-Equity
Securities") and (i ) the base prospectus in respect of Pfandbriefe within the meaning of Article 22 subparagraph 6 (3) of
the Commission Regulation (EC) No. 809/2004 of 29 April 2004, as amended (together, the "Debt Issuance
Programme Prospectus" or the "Prospectus").

Debt Issuance Programme Prospectus
Dated 8 October 2013





Hypothekenbank Frankfurt AG
Eschborn, Federal Republic of Germany

Debt Issuance Programme
(the "Programme")
Hypothekenbank Frankfurt AG (the "Issuer", "Hypothekenbank Frankurt" or the "Bank" and together
with its consolidated subsidiaries, the "Hypothekenbank Frankfurt Group")) has requested the
Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF") of the Grand Duchy of
Luxembourg ("Luxembourg") in its capacity as competent authority under the Luxembourg law
relating to prospectuses for securities, as amended (Loi relative aux prospectus pour valeurs
mobilières), which implements the Prospectus Directive (the "Luxembourg Law"), for approval of this
Prospectus.
Application has been made to list notes (the "Notes" which expression includes Pfandbriefe (as
defined herein) unless otherwise indicated) issued under this Programme on the Official List of and to
trade Notes on the Regulated Market "Bourse de Luxembourg" (the "Regulated Market") of the
Luxembourg Stock Exchange which is a regulated market within the meaning of the Markets in
Financial Instruments Directive 2004/39/EC, as amended, that appears on the list of regulated
markets issued by the European Commission. Notes issued under the Programme may also be listed
on the Frankfurt Stock Exchange or may not be listed at al .
The Issuer has requested the CSSF to provide the competent authorities in the Federal Republic of
Germany ("Germany"), the Republic of Austria ("Austria"), the United Kingdom of Great Britain and
Northern Ireland ("United Kingdom"), the Republic of Ireland ("Ireland") and The Netherlands with a
certificate of approval attesting that the Prospectus has been drawn up in accordance with the
Luxembourg Law (each a "Notification"). The Issuer may request the CSSF to provide competent
authorities in additional host Member States within the European Economic Area with a Notification.
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. The CSSF gives no undertaking as
to the economic and financial soundness of the transaction and the quality or solvency of the Issuer
according to the provisions of article 7 (7) of the Luxembourg Law on prospectuses for securities
Arranger
Commerzbank
Dealers
Commerzbank
Hypothekenbank Frankfurt
This Prospectus will be published in electronic form on the website of the Issuer
(http://www.hypothekenbankfrankfurt.com/de/main_navigation/investor_relations/informationen_zu_un
seren_emissionen/basisdokumente/basisdokumente.php) and on the website of the Luxembourg
Stock Exchange (www.bourse.lu). The Prospectus is valid for a period of twelve months after its
approval.


RESPONSIBILITY STATEMENT
Hypothekenbank Frankfurt AG with its registered office in Eschborn, Federal Republic of Germany, is
solely responsible for the information given in this Prospectus and for the information which wil be
contained in the relevant final terms (the "Final Terms"). The Issuer hereby declares that, having
taken al reasonable care to ensure that such is the case, the information contained in this Prospectus
is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect
its import.
NOTICE
This Prospectus should be read and understood in conjunction with any supplement thereto and with
any other document incorporated herein by reference. Ful information on the Issuer and any series of
Notes is only available on the basis of the combination of the Prospectus and the relevant Final
Terms.
The Issuer has confirmed to the arranger and any dealer appointed from time to time under the
Programme (each a "Dealer" and together the "Dealers") that this Prospectus contains all information
with regard to the Issuer and any Notes which is material in the context of the Programme and the
issue and offering of Notes thereunder; that the information contained herein is accurate in al material
respects and is not misleading; that the opinions and intentions expressed herein are honestly held;
that there are no other facts, the omission of which would make this Prospectus as a whole or any of
such information or the expression of any such opinions or intentions misleading in any material
respect, and all reasonable enquiries have been made to ascertain al facts material and to verify the
accuracy of all statements contained herein.
No person has been authorised to give any information which is not contained in or not consistent with
this Prospectus or any other document entered into or any other information supplied in connection
with the Programme and, if given or made, such information must not be relied upon as having been
authorised by or on behalf of the Issuer, the Dealers or any of them.
This Prospectus is valid for twelve months after its approval. The Prospectus and any supplement
thereto as well as any Final Terms reflect the status as of their respective dates of issue. The offering,
sale or delivery of any Notes may not be taken as an implication that the information contained in such
documents is accurate and complete subsequent to their respective dates of issue or that there has
been no adverse change in the financial condition 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.
The Issuer has undertaken with the Dealers to supplement this Prospectus or publish a new
Prospectus if and when the information herein should become material y inaccurate or incomplete,
and has further agreed with the Dealers to furnish a supplement to the Prospectus in the event of any
significant new factor, material mistake or inaccuracy relating to the information included in this
Prospectus which is capable of affecting the assessment of the Notes and where approval by the
CSSF of any such document is required, upon such approval having been given.
Neither the arranger nor any Dealer nor any other person mentioned in this Prospectus, excluding the
Issuer, is responsible for the information contained in this Prospectus or any supplement thereto, or
any Final Terms 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 accepts any
responsibility for the accuracy and completeness of the information contained in any of these
documents.
The distribution of this Prospectus, any document incorporated herein by reference and any Final
Terms and the offering, sale and delivery of Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus and any supplement, if applicable or 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 certain restrictions on offers, sales and deliveries of Notes and
on the distribution of the Prospectus or any Final Terms and other offering material relating to the
Notes, in the United States of America (the "United States"), Japan, the Member States of the
European Economic Area in general and the United Kingdom of Great Britain and Northern Ireland
("United Kingdom"), see "Selling Restrictions". In particular, the Notes have not been and wil not be
registered under the United States Securities Act of 1933, as amended (the "Securities Act"), and are
2



subject to tax law requirements of the United States; subject to certain exceptions, Notes may not be
offered, sold or delivered within the United States or to United States persons.
The language of this Prospectus is English. The German versions of the English language Terms and
Conditions is shown in the Prospectus for additional information. As to form and content, and all rights
and obligations of the Holders and the Issuer under the Notes to be issued, German is the controlling
legally binding language if so specified in the relevant Final Terms.
This Prospectus may only be used for the purpose for which it has been published.
Each Dealer and/or each further financial intermediary subsequently reselling or finally placing
Notes issued under the Programme is entitled to use the Prospectus as set out in "Consent to
the Use of the Prospectus" below.
This Prospectus 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.
This Prospectus and any Final Terms do not constitute an offer or an invitation to any person
to subscribe for or to purchase any Notes.
IN CONNECTION WITH THE ISSUE OF ANY TRANCHE OF NOTES UNDER THE PROGRAMME,
THE DEALER OR DEALERS (IF ANY) NAMED AS THE STABILISING MANAGER(S) IN THE
APPLICABLE FINAL TERMS (OR PERSONS ACTING ON BEHALF OF A STABLISING
MANAGER) MAY OVER-ALLOT 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, THERE IS NO ASSURANCE THAT SUCH STABILISING
MANAGER(S) (OR PERSONS ACTING ON BEHALF OF A STABILISING MANAGER) WILL
UNDERTAKE STABILISATION ACTION. ANY STABILISATION ACTION MAY BEGIN AT ANY
TIME AFTER THE ADEQUATE PUBLIC DISCLOSURE OF THE TERMS OF THE OFFER OF THE
RELEVANT TRANCHE OF NOTES AND, IF BEGUN, MAY BE ENDED 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-ALLOTMENT
MUST BE CONDUCTED BY THE RELEVANT STABILISING MANAGER(S) (OR PERSON(S)
ACTING ON BEHALF OF ANY STABILISING MANAGER(S)) IN ACCORDANCE WITH ALL
APPLICABLE LAWS AND RULES.
In this Prospectus, all references to "EUR", "" and "euro" are to the single currency of certain
member states of the European Union.
FORWARD LOOKING STATEMENTS
This 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", "will" and similar terms and phrases,
including references and assumptions. This applies, in particular, to statements in this Prospectus
containing information on future earning capacity, plans and expectations regarding Hypothenbank
Frankfurt Group'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 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 Hypothekenbank
Frankfurt Group's financial condition and results of operations, to differ material y from and be worse
than results that have expressly or implicitly been assumed or described in these forward-looking
statements. Hypothekenbank Frankfurt Group's business is also subject to a number of risks and
uncertainties that could cause a forward-looking statement, estimate or prediction in this Prospectus to
become inaccurate. Accordingly, investors are strongly advised to read the following sections of this
Prospectus: "Risk Factors" and "Hypothekenbank Frankfurt AG". These sections include more detailed
3



descriptions of factors that might have an impact on Hypothekenbank Frankfurt Group's business and
the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this 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.

4



TABLE OF CONTENTS
Page

Summary ................................................................................................................................................. 7
Section A - Introduction and Warnings ................................................................................................... 7
Section B - Issuer .................................................................................................................................... 8
Section C - Securities ........................................................................................................................... 12
Section D - Risks .................................................................................................................................. 16
Risks specific to the Issuer ................................................................................................................... 16
Risks specific to the Securities ............................................................................................................. 16
Section E - Offer of the Notes ............................................................................................................... 18
German Translation of the Summary .................................................................................................... 19
Abschnitt A - Einleitung und Warnhinweise .......................................................................................... 19
Abschnitt B - Emittentin ......................................................................................................................... 20
Abschnitt C - Wertpapiere ..................................................................................................................... 24
Abschnitt D - Risiken ............................................................................................................................. 28
Risiken, die der Emittentin eigen sind ................................................................................................... 28
Risiken, die den Wertpapieren eigen sind ............................................................................................ 29
Abschnitt E - Angebot von Schuldverschreibungen ............................................................................. 31
Risk Factors .......................................................................................................................................... 33
Risk Factors regarding Hypothekenbank Frankfurt AG ........................................................................ 33
Risk Factors regarding the Notes ......................................................................................................... 44
Consent to the Use of the Prospectus .................................................................................................. 50
General Description of the Programme ................................................................................................ 51
General ................................................................................................................................................. 51
Issue Procedures .................................................................................................................................. 52
Terms and Conditions of the Notes (English Language Version) ......................................................... 54
Option I - Terms and Conditions that apply to Notes with fixed interest rates ...................................... 55
Option II - Terms and Conditions that apply to Notes with floating interest rates ................................. 70
Option III - Terms and Conditions that apply to Notes without periodic payments (Zero Coupon)
fixed interest rates ................................................................................................................................. 87
Option IV - Terms and Conditions that apply to Pfandbriefe with fixed interest rates ........................ 101
Option V - Terms and Conditions that apply to Pfandbriefe with floating interest rates ..................... 111
Option VI - Terms and Conditions that apply to Pfandbriefe without periodic interest payments
(Zero Coupon ...................................................................................................................................... 123
Deutsche Fassung der Anleihebedingungen (Terms and Conditions of the Notes ­ German
Language Version) .............................................................................................................................. 132
Option I - Anleihebedingungen für Schuldverschreibungen mit fester Verzinsung ............................ 133
Option II - Anleihebedingungen für Schuldverschreibungen mit variabler Verzinsung ...................... 150
Option III - Anleihebedingungen für Schuldverschreibungen ohne periodische Verzinsung
(Nul kupon) .......................................................................................................................................... 169
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Option IV - Anleihebedingungen für Pfandbriefe mit fester Verzinsung ............................................. 185
Option V - Anleihebedingungen für Pfandbriefe mit variabler Verzinsung ......................................... 196
Option VI - Anleihebedingungen für Pfandbriefe ohne periodische Verzinsung (Nul kupon) ............. 208
Provisions regarding Resolutions of Holders (English Language Version) ........................................ 217
Bestimmungen über Gläubigerbeschlüsse (Deutsche Fassung) ....................................................... 223
Form of Final Terms (Muster- Endgültige Bedingungen) ................................................................... 229
Hypothekenbank Frankfurt AG ........................................................................................................... 247
Relationship with Commerzbank ........................................................................................................ 256
Management and Supervisory Bodies ................................................................................................ 260
Taxation .............................................................................................................................................. 264
Subscription and Sale ......................................................................................................................... 272
Selling Restrictions ............................................................................................................................. 273
General Information ............................................................................................................................ 277
Use of Proceeds ................................................................................................................................. 277
Listing and Admission to Trading ........................................................................................................ 277
Authorisation ....................................................................................................................................... 277
Interests of Natural and Legal Persons involved in the Issuer/Offer .................................................. 277
Rating of the Pfandbriefe .................................................................................................................... 277
Pfandbriefe and the Mortgage Banking Sector ................................................................................... 279
Documents on Display ........................................................................................................................ 283
Documents incorporated by Reference .............................................................................................. 284
Names and Addresses ........................................................................................................................ 285
6



SUMMARY

Summaries are made up of disclosure requirements known as "Elements". These elements are
numbered in Sections A ­ E (A.1 ­ E.7).
This summary (the "Summary") contains all the Elements required to be included in a summary for
this type of Notes and Issuer. Because some Elements are not required to be addressed, there may
be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the Summary because of the type of Notes
and Issuer, it is possible that no relevant information can be given regarding the Element. In this case,
a short description of the Element is included in the Summary with the mention of "not applicable".
The Summary contains options, characterised by square brackets or typesetting in italics (other than
the respective translations of specific legal terms), and placeholders regarding the Notes to be issued
under the Programme. The summary of the individual issue of Notes will include the options relevant
to this issue of Notes as determined by the applicable Final Terms and will contain the information,
which had been left blank, as completed by the applicable Final Terms.

Element Section A ­ Introduction and warnings

A.1
Warnings
Warning that:
this Summary should be read as an introduction to
the Prospectus;
any decision to invest in the Notes should be based
on consideration of the Prospectus as a whole by the
investor;
where a claim relating to the information contained in
the Prospectus is brought before a court, the plaintiff
investor might, under the national legislation of the
Member States, have to bear the costs of translating
the Prospectus, before the legal proceedings are
initiated; and
civil liability attaches only to the Issuer who has
tabled the Summary including any translation thereof,
but only if the Summary is misleading, inaccurate or
inconsistent when read together with the other parts
of the Prospectus or it does not provide, when read
together with the other parts of the Prospectus, key
information in order to aid investors when considering
whether to invest in such Notes.
A.2
Consent to the use of [Each Dealer and/or each further financial intermediary
the Prospectus
subsequently reselling or finally placing the Notes is entitled
to use the Prospectus for the subsequent resale or final
placement of the Notes during the offer period for the
subsequent resale or final placement of the Notes from [] to
[], provided however, that the Prospectus is stil valid in
accordance with Article 11 of the Luxembourg act relating to
prospectuses for securities, as amended (Loi relative aux
prospectus pour valeurs mobilières), which implements
Directive 2003/71/EC of the European Parliament and of the
Council of 4 November 2003 (as amended).
The Prospectus may only be delivered to potential investors
together with all supplements published before such delivery.
Any supplement to the Prospectus is available for viewing in
7



electronic form on the website of the Luxembourg Stock
Exchange (www.bourse.lu) and on the website of the Issuer
(http://www.hypothekenbankfrankfurt.com/de/main_navigation
/investor_relations/informationen_zu_unseren_emissionen
/basisdokumente/basisdokumente.php).
When using the Prospectus, each Dealer and/or relevant
further financial intermediary must make certain that it
complies with al applicable laws and regulations in force in
the respective jurisdictions.
In the event of an offer being made by a Dealer and/or a
further financial intermediary the Dealer and/or the
further financial intermediary shall provide information to
investors on the terms and conditions of the Notes at the
time of that offer.]

Element Section B ­ Summary regarding Hypothekenbank Frankfurt AG
B.1
Legal and commercial Hypothekenbank Frankfurt AG
name
B.2
Domicile / Legal form / Eschborn / Aktiengesellschaft / German law / Federal
Legislation / Country of Republic of Germany.
incorporation
B.4b
Known trends affecting Sovereign (public sector) business trends, real estate market
the
Issuer
and
the developments, interest rate and cross currency changes.
industries in which it
operates
B.5
Description of the Group Commerzbank is one of Germany's leading banks for private
and the Issuer's position and corporate customers. Hypothekenbank Frankfurt AG is
within the Group
part of Commerzbank's segment Non-Core Assets (NCA).
B.9
Profit
forecast
or Not Applicable. No profit forecasts or estimates are made in
estimate
this Prospectus.
B.10
Nature
of
any Not Applicable. No reservations.
qualifications in the audit
report
on
historical
financial information
8



B.12
Selected historical key financial information


9





Material adverse change There have been no material adverse changes in the
in the prospects of the Issuer's prospects since 31 December 2012.
Issuer

Significant change in the Not applicable. No significant change in the financial
financial
and
trading position of the Issuer has taken place since 30 June 2013
position

B.13
Recent events
On 15 July 2013 Hypothekenbank Frankfurt signed an
agreement regarding the sale of its commercial real estate
finance portfolio in Great Britain to a consortium made up of
Wel s Fargo and Lone Star. The deal covers commercial
real estate lending totalling 5.0 bil ion, including interest
rate and currency hedging derivatives and all
Hypothekenbank Frankfurt operating activities in Great
Britain. Employees will be transferred to the acquiring party
under their existing employment contracts. This transaction
together with the complete transfer of risks to the buyers will
accelerate the pace of the portfolio reduction process at
Hypothekenbank Frankfurt: RWA will be reduced by 1.5
billion, while the volume of non-performing real estate loans
will fal by 1.2 billion. The transaction was completed on 2
August 2013. In addition, in July 2013 the Bank disposed of
a portfolio of senior private housing loans with a nominal
value of 117 mil ion.
B.14.
Please see Element B.5
Statement of dependency Domination and profit/loss transfer agreement with
upon other entities within Commerzbank Inlandsbanken Holding GmbH ("IBH") and
10