Bond Commerzbank AG 5.7% ( XS0172661018 ) in EUR

Commerzbank AG

100 % ▼

Germany

XS0172661018 ( in EUR )

5.7% per year ( payment 1 time a year)

31/07/2023 - Bond has expired

Prospectus brochure of the bond Commerzbank AG XS0172661018 in EUR 5.7%, expired

100 000 EUR

15 000 000 EUR

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 XS0172661018, pays a coupon of 5.7% per year.
The coupons are paid 1 time per year and the Bond maturity is 31/07/2023

This document comprises a base prospectus pursuant to Art. 22 para. (6) of the Commission Regulation (EC) No. 809/2004 of April 29, 2004 (the
"Regulation") regarding Notes within the meaning of Art. 22 para. (6) no. (4) of the Regulation.
BASE PROSPECTUS
dated May 15, 2008
Dresdner Bank Aktiengesellschaft
(incorporated as a stock corporation in Frankfurt am Main, Federal Republic of Germany)
EUR 30,000,000,000
Debt Issuance Programme
Application has been made to list the Notes to be issued under the Programme on the regulated market (regulierter Markt) of the
Frankfurt Stock Exchange (Frankfurter Wertpapierbörse). Application will be made to list the Notes to be issued under the Programme on
the regulated market "Bourse de Luxembourg" of the Luxembourg Stock Exchange. However, the Notes may be listed on such other or
further stock exchange(s), or not listed on any stock exchange, as specified in the relevant Final Terms.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or with
any securities regulatory authority of any state or other jurisdiction of the United States, and trading in the Notes has not been approved
by the U.S. Commodity Futures Trading Commission under the U.S. Commodity Exchange Act, as amended, and the Notes may include
bearer Notes that are subject to U.S. tax law requirements. Subject to certain exceptions, the Notes may not be offered or sold or, in the
case of bearer Notes, delivered within the United States or to, or for the account or benefit of, U.S. persons (as defined in Regulation S
under the Securities Act ("Regulation S")).
The Notes are being offered and sold (i) in registered or bearer form outside the United States to non-U.S. persons in reliance on
Regulation S, (ii) in registered form within the United States to "qualified institutional buyers" in reliance on Rule 144A under the Securities
Act ("Rule 144A") or (iii) in definitive registered form within the United States to "accredited investors" within the meaning of Rule 501
under the Securities Act ("Accredited Investors") in reliance on Section 4(2) of the Securities Act. Prospective purchasers are hereby
notified that sellers of the Notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule
144A. For a description of these and certain further restrictions on offers, sales and transfers of Notes and distribution of this base
prospectus (the "Base Prospectus" or the "Prospectus"), see "Securities Description Section E, Other Conditions applicable to all Notes--
Selling and Transfer Restrictions".
The Notes have not been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities
commission in the United States or any other U.S. regulatory authority, nor has any of the foregoing authorities passed upon or endorsed
the merits of the offering of Notes or the accuracy or the adequacy of this Base Prospectus. Any representation to the contrary is a
criminal offence in the United States.
This Base Prospectus has been prepared in the English language. The Terms and Conditions of the Notes have been included in an
English language version and a German language version. In relation to issuance of a particular series of Notes, the relevant Final Terms
will stipulate whether the German language version or the English language version of the Terms and Conditions of the Issue is binding.
The Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin") as competent authority under the Prospectus Directive (as defined
herein), has approved this Base Prospectus on May 15, 2008 pursuant to § 13 paragraph (1) sentence 2 of the German Securities
Prospectus Act (Wertpapierprospektgesetz, the "WpPG"), which requires the scrutiny of the Prospectus in relation to its completeness,
coherence and responsibility.
The Issuer has requested BaFin to provide competent authorities in other host Member States within the European Economic Area
including Austria, Belgium, France, Italy, Luxembourg, Norway, The Netherlands, Sweden and the United Kingdom with a certificate of
approval attesting that this Base Prospectus has been drawn up in accordance with the German Securities Prospectus Act
(Wertpapierprospektgesetz) which implements Directive 2003/71/EG of the European Parliament and the Council of November 4, 2003 (the
"Prospectus Directive") into German law.
Arranger
Dresdner Kleinwort
Barclays Capital
BNP PARIBAS
Dresdner Kleinwort
Lehman Brothers
Merrill Lynch International
UBS Investment Bank

Contents

Table of Contents .............................................................................. iii iv
Summary ........................................................................................... 5 17
Documents available for Inspection .................................................. 18
German Translation of the Summary ................................................ 19 34
Einsehbare Dokumente..................................................................... 35
Risk Factors ...................................................................................... 36 48
General Information .......................................................................... 49 52
Responsible Persons ........................................................................ 53
Third Party Information...................................................................... 54
Issuer Description.............................................................................. 55 118
Documents available for Inspection .................................................. 119
Documents incorporated by Reference............................................. 120-121
General Information........................................................................... 122
Securities Description........................................................................ 123 206
Annex 1:
Terms and Conditions of the Notes ............................. A-1 A-147
Annex 2:
Form of Final Terms .................................................... B-1 B-60
Annex 3:
Non-distribution letter for U.S. Accredited Investors

purchasing Securities .................................................. C-1 C-3
Name and Adresses.......................................................................... D1-D2
Signature Page.................................................................................. S-1

ii

Table of Contents
Table of Contents
Page
Summary..................................................................................................................................................... 5
Summary with Regard to the Issuer and Dresdner Bank Group ...................................................... 5
Summary of Risk Factors ................................................................................................................. 6
Risk Factors Relating to the Notes................................................................................................... 7
Additional Risk Factors Relating to Derivative Notes ....................................................................... 8
Risk Factors Concerning Dresdner Bank and the Dresdner Bank Group ........................................ 9
Summary of the Offering Programme ....................................................................................................... 10
Documents Available for Inspection.......................................................................................................... 18
German Translation of the Summary ........................................................................................................ 19
Zusammenfassung hinsichtlich der Emittentin und der Dresdner-Bank-Gruppe ........................... 19
Zusammenfassung der Risikofaktoren........................................................................................... 21
Risikofaktoren betreffend die Schuldverschreibungen ................................................................... 21
Zusätzliche Risikofaktoren betreffend Derivative Schuldverschreibungen..................................... 22
Risikofaktoren in Bezug auf die Dresdner Bank und die Dresdner-Bank-Gruppe.......................... 23
Zusammenfassung des Angebotsprogramms................................................................................ 24
Einsehbare Dokumente.................................................................................................................. 35
Risk Factors .............................................................................................................................................. 36
Risks Relating to Dresdner Bank/the Dresdner Bank Group ......................................................... 36
Risk Factors Relating to the Notes................................................................................................. 40
Additional Risk Factors Relating to Derivative Notes ..................................................................... 46
Risk Factors in the Case that the Derivative Notes are linked to a Reference Asset..................... 46
Additional Risks in case of Redemption by Physical Delivery........................................................ 47
General Information .................................................................................................................................. 49
Responsible Persons ................................................................................................................................ 53
Third Party Information.............................................................................................................................. 54
Issuer Description ..................................................................................................................................... 55
Management Discussion and Analysis of Financial Condition and Results Of Operations of the
Dresdner Bank Group .................................................................................................................... 55
Selected Statistical Information Relating to Dresdner Bank Group's Operations........................... 78
Business Overview of Dresdner Bank and the Dresdner Bank Group......................................... 106
Regulation and Supervision ......................................................................................................... 114
Outlook ......................................................................................................................................... 116
Recent Developments .................................................................................................................. 118
Documents Available for Inspection........................................................................................................ 119

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Documents Incorporated by Reference .................................................................................................. 120
General Information ................................................................................................................................ 122
Securities Description ............................................................................................................................. 123
(A) General ........................................................................................................................................... 123
(B) Securities Information Concerning the Notes to be Offered or Admitted to Trading....................... 125
(C) Additional Securities Information Concerning Subordinated or Unsubordinated Standard Notes to be
Offered or Admitted to Trading........................................................................................................ 141
(D) Additional Securities Information Concerning Subordinated or Unsubordinated Derivative Notes to
be Offered or Admitted to Trading................................................................................................... 142
(E) Other Conditions applicable to all Notes ......................................................................................... 149
Selling and Transfer Restrictions ................................................................................................. 149
Tax Treatment of the Notes.......................................................................................................... 157
Certain ERISA Considerations ..................................................................................................... 202
Annex 1: Terms and Conditions of the Notes ......................................................................................... A-1
Emissionsbedingungen der Schuldverschreibungen .............................................................................. A-1
Annex 2: Form of Final Terms................................................................................................................. B-1
Muster der Endgültigen Bedingungen..................................................................................................... B-1
Annex 3: Non-Distribution Letter for U.S. Accredited Investors Purchasing Securities .......................... C-1
Names and Addresses............................................................................................................................ D-1
Signature Page ....................................................................................................................................... S-1

iv

Summary
The following summary must be read as an introduction to this Base Prospectus. This summary
is qualified in its entirety by, and is subject to, information contained elsewhere in this Base
Prospectus including the documents incorporated by reference and any supplement. Therefore,
any decision to invest in the Notes should not only be based on this summary but on a
consideration of the Base Prospectus and the documents incorporated by reference as well as
the applicable Final Terms and any supplement to the Base Prospectus, if applicable, which are
published in connection with the offer or the issuance of Notes. Dresdner Bank
Aktiengesellschaft (hereinafter "Dresdner Bank", the "Bank" or the "Issuer") shall not be liable
for the content of this summary, unless it is misleading, inaccurate or inconsistent when read
together with the other parts of the entire Base Prospectus. Where a claim relating to the
information contained in this Base Prospectus is brought before a court, the plaintiff may, under
the national legislation of the state where the claim is brought, be required to bear the costs of
translating the Base Prospectus before the legal proceedings are initiated.
Summary with Regard to the Issuer and Dresdner Bank Group
Dresdner Bank, together with its subsidiaries (the "Dresdner Bank Group" or the "Group") provides
private, corporate and institutional clients within Germany and abroad with a broad range of banking
products and financial services, including loans and deposits, securities and custody services, payment
transactions and the trading and capital market business. Based on total assets as of December 31,
2007, it is one of the leading commercial banks in Germany. Dresdner Bank is a subsidiary of Allianz SE,
which, together with its subsidiaries (the "Allianz Group"), is an international and integrated financial
services provider, offering insurance, banking and asset management products and services, with the
Dresdner Bank Group representing the centre of the banking competence of the Allianz Group. As part of
the Allianz Group, Dresdner Bank also engages in bancassurance activities and distributes life, health
and non-life insurance products. Dresdner Bank's shares are held indirectly by Allianz SE.
Dresdner Bank operates and distributes its services and products primarily through 1,074 branch offices,
of which 1,019 are located in Germany and 55 abroad. The Group conducts its operations through the
two divisions Private & Corporate Clients and Investment Banking. These divisions are supplemented by
the Business Services and Corporate Functions segments. This structure reflects the decision taken in
2006 to combine the Bank's middle-market business with the activities of its former Private & Business
Clients division and to manage these combined activities in the renamed Private & Corporate Clients
division. Moreover, the Bank's business with large publicly-traded companies and groups with capital
market potential, which was previously managed by the former Corporate Banking division, was bundled
with the activities of the Bank's former Dresdner Kleinwort division into the new Investment Banking
division. The new organisational structure became effective from the beginning of fiscal year 2007. The
reporting structure has been adjusted accordingly.
·
Private & Corporate Clients includes the customer offerings of Personal Banking, Private &
Business Banking, Corporate Banking, and Private Wealth Management. Personal Banking offers
private clients personalised financial solutions comprising products for asset accumulation,
financing, retirement provision and insurance. Private Banking's offering comprises individual
asset management for high net worth private clients, including retirement provision and financing
concepts, as well as financial and asset planning. Business Banking offers its business clients
integrated advice on their personal and business finances. For clients with substantial, complex
assets, Private Wealth Management offers support and end-to-end advisory services provided by
research teams and a global network of experts. Corporate Banking operates in the area of
traditional commercial business with corporate clients. Its range of services includes lending and

5

deposits, foreign commercial business, securities and payments, including related e-business
activities. Private & Corporate Clients operates in both Germany and the major European financial
centres.
·
Investment Banking combines the capital markets business activities of the former Dresdner
Kleinwort division and the business with large publicly-traded companies and groups with capital
market potential previously handled by the former Corporate Banking division. Under its Dresdner
Kleinwort brand name, Investment Banking offers a wide range of investment banking services in
its two areas of Global Banking and Capital Markets. Global Banking advises corporate clients,
financial investors and public-sector clients. Its services offering includes strategic consulting,
mergers & acquisitions, equity finance, credit finance, structured and securitised finance, trade
finance and cash management. Capital Markets offers its expertise in placements, trading and
research primarily to institutional clients, including pension funds, asset managers and alternative
asset managers.
·
Business Services consists of Information Technology, Operations, Administration, Human
Resources and Legal business support service units. Apart from restructuring charges, the costs
incurred by these service units are allocated to the divisions using product- and volume-related
algorithms.
·
Corporate Functions consists of the costs of those functional areas that have a Group
management role (Finance/Compliance, Risk Management/Risk Control and the units reporting
directly to the CEO, such as Group Coordination, Internal Audit and Corporate Communication).
These costs, apart from restructuring charges, are allocated in full to the divisions during internal
cost allocation. In addition, the segment includes the profit from capital management and Treasury
operations as well as the Bank's financial investment portfolio. The segment also comprises
consolidation adjustments and specific reconciliation items to the overall Group earnings
measures. Among other things, these include gains and losses from the application of the
accounting standard IAS 39 to the banking book and expenses for certain projects affecting the
Bank as a whole.
In March 2008, Dresdner Bank resolved to operate its business with private and corporate clients in a
separate legal entity in order to provide the bank with the flexibility to facilitate future strategic options.
The effects of the financial market crisis significantly impacted Dresdner Bank's business development in
2007 and in the beginning of 2008. In particular the crisis affected selected Investment Banking division
business activities involving structured products. These activities comprise asset-backed securities of the
trading book, credit enhancements, conduits, leveraged buy-out commitments and structured investment
vehicles, as well as positions on which the Bank has obtained coverage from monoline insurers.
Summary of Risk Factors
The purchase of Notes issued under the Programme is associated with the risks summarized below. The
series specific risks are based on the nature of the Notes issued from time to time and may only be set
out in the respective Final Terms, which must therefore always be included in the assessment of risks.
Prospective purchasers of the Notes offered hereby should consider their current financial circumstances
and investment objectives and always consult their own financial, legal and tax advisers with regard to
the suitability of such Notes in the light of their personal circumstances before acquiring such Notes.
Should one or several of these risks occur, this could lead to a material and long-term decline in
the price of the Notes or, in extreme cases, to a total loss of interest and of the capital invested
by the investor.

6

Risk Factors Relating to the Notes
Risk Factors Relating to Payments on and Transfer of the Notes
·
Investors will not be able to calculate in advance their rate of return on Floating Rate Notes.
·
Reverse Floating Rate Notes are subject to sharp price fluctuations.
·
Zero coupon Notes are subject to higher price fluctuations than non-discounted notes.
·
Foreign currency Notes expose investors to foreign-exchange risk as well as to issuer risk.
·
Holders of subordinated Notes face a significantly increased risk that the Notes will not perform as
anticipated.
·
Notes with a derivative interest structure always include the risk that no interest or less interest
than expected will be paid.
·
As a consequence of early redemption of the Notes, the yields received upon redemption may be
lower than expected, and investors may lose part or all of their capital invested. In addition, there
is a reinvestment risk.
·
In case of Notes in global form, which are kept in a central depositary system, the Issuer will
perform his obligations with discharging effect vis-à-vis the central depositary. Investors will have
to rely on the ability and the procedures of such central depositary for the transfer of such
performance to, and the information of the investors.
·
The calculation agent will determine essential parameters necessary to calculate what is owed
under the Notes in accordance with Terms and Conditions of the Issue in its reasonable discretion
in a commercially reasonable manner. These determinations may have an influence on the value
and financial return of the Notes.
Market Risks
·
The issue price for the Notes may exceed their market value.
·
The trading market for debt securities may be volatile and may be adversely impacted by various
events.
·
An active trading market for the Notes might not develop.
·
The listing of the Notes on a stock exchange does not necessarily lead to a greater liquidity.
·
Any right of termination at the option of the Issuer, if provided for in the Final Terms, could cause
the yield anticipated by Noteholders to be considerably less than anticipated.
·
In case of English law governed Notes with a specified minimum denomination and a variable
denomination, if higher than the specified minimum denomination, the delivery of definitive Notes
may be excluded in certain cases.
Particular Investment Risks
·
A Noteholder's actual yield on the Notes may be reduced from the stated yield by transaction
costs.
·
If the Notes are purchased with borrowed money, this can materially increase the risk to a
Noteholder of non-performance of the Notes.
·
A Noteholder's effective yield on the Notes may be diminished by tax impacts with respect to that
Noteholder's investment in the Notes.

7

Conflicts of Interest of Persons involved in relation to the Notes
·
The Issuer, its subsidiaries or affiliates may enter into transactions, which may have an impact on
the market value of the Notes, resulting in conflicts of interest.
Risk Factors relating to Foreign Currency Notes, especially Notes which are denominated and
settled in RUB
·
An investment in Foreign Currency Notes, especially Notes which are denominated and settled in
RUB, is exposed to risks associated with the newness of such Notes and the inexperience of both
the Clearing Systems and the local and international banking systems in dealing with them.
·
Furthermore, such Notes comprise the risk that certain jurisdictions in which such currency is legal
tender introduce currency controls or some other form of restrictions on the convertibility of such
currency, which would hinder or prohibit the clearing of payments to be made under the Notes.
Additional Risk Factors Relating to Derivative Notes
An investment in Derivative Notes will always comprise the risk that the interest and the invested capital
may be lost completely or partly.
An investment requires exact knowledge of the respective transaction. Investors should have reasonable
knowledge of and experience in financial and business matters and be experienced with investments in
notes linked to certain events and reference assets and know the associated risks.
Risk Factors in the case that the Derivative Notes are linked to a Reference Asset
·
The formulas, interest swap rates, shares, share baskets, currency exchange rates, commodities,
indices or index basket, open-ended and closed-ended investment funds or other reference
assets underlying a Derivative Note (the "Reference Assets") may be subject to considerable
changes, due to their composition or fluctuations in value of their components.
·
A Derivative Note referring to more than one Reference Asset may have a cumulative or even
potentiated risk compared to a note which is only related to one Reference Asset.
·
Investors may not be able to secure themselves against these different risks with regard to
Derivative Notes.
·
The Issuer, its subsidiaries or affiliates may enter into hedging transactions, which may have an
impact on the market value of the Reference Assets.
·
The Issuer may make adjustments in relation to a Reference Asset or substitute a Reference
Asset for another Reference Asset, which may detrimentally affect the market value of the Notes.
·
A material market disruption could lead to a substitution of the Reference Asset or a premature
termination of the Note, so that the risks may be realized prematurely or any original chances are
lost and new risks may be added.
Furthermore, the value of the Derivative Notes, as it is dependent on one or several Reference Assets,
will accordingly also be subject to cumulative risks in the Secondary Market. The performance of the
respective Reference Asset is subject to a series of associated factors, including economic, financial and
political events beyond the control of the Issuer.
If the formula used to determine the amount of principal, premium and/or interest payable with respect to
Derivative Notes contains a multiplier or leverage factor or maximum/minimum interest or repayment
limits, the effect of any change in the applicable Reference Asset will be increased with regard to the
amount payable.

8

The historical performance of the Reference Asset may not be regarded as significant for the future
performance during the term of Derivative Notes.
Risk Factors Concerning Dresdner Bank and the Dresdner Bank Group
Dresdner Bank's and Dresdner Bank Group's financial position and results of operations may be
materially adversely affected by certain material risk factors, including, but not limited to, the risks below
(to the extent that the following risk factors refer to the Dresdner Bank Group, such risk factors also apply
to Dresdner Bank):
·
Interest rate volatility may adversely affect Dresdner Bank Group's results of operations;
·
Market risks could impair the value of the Group's portfolio and adversely impact its financial
position and results of operations;
·
The Group's financial condition may be affected by adverse developments in the financial
markets;
·
The Group has significant counterparty risk exposure;
·
Changes in existing, or new, government laws and regulations, or enforcement initiatives in
respect thereof, in the countries in which the Dresdner Bank Group operates may materially
impact the Group and could adversely affect its business;
·
The Group's business may be negatively affected by adverse publicity, regulatory actions or
litigation with respect to the Dresdner Bank Group, other well-known companies and the financial
services industry generally;
·
Changes in value relative to the Euro of non-Euro zone currencies in which the Group generates
revenues and incurs expenses could adversely affect its reported earnings and cash flow;
·
Ongoing turbulence and volatility in the world's financial markets may continue to adversely affect
the Group;
·
Protracted market declines can reduce liquidity in the markets, making it harder to sell assets and
leading to material losses for the Group;
·
Even where losses are for the Dresdner Bank Group's clients' accounts, clients may fail to repay
them, leading to material losses for the Group, and harming its reputation;
·
The Group's investment banking revenues may decline in adverse market or economic conditions;
·
The Dresdner Bank Group may generate lower revenues from brokerage and other commission-
and fee-based businesses; and
·
Intense competition, especially in the Group's home market of Germany, where it has the largest
single concentration of its businesses, could materially hurt the Group's revenues and profitability.

9

Summary of the Offering Programme
Reasons for the Issue
Under the Programme, in order to refinance its general banking business, the Issuer may issue bearer
notes (Inhaberschuldverschreibungen) governed by German law and bearer notes as well as registered
notes governed by English law, either in global form, dematerialized form or in definitive form, which will
be redeemed at maturity at least at 100% of their nominal value (hereinafter together "Standard Notes"),
as well as derivative bearer notes (Inhaberschuldverschreibungen) governed by German law and bearer
as well as registered derivative notes governed by English law, either in global form, dematerialized form
or in definitive form, including notes without a denomination, where the redemption amount is linked to
the development of the market value of certain Reference Assets and where the redemption amount may
be less than the nominal amount (together "Derivative Notes"), which may in each case be subordinated
or unsubordinated (collectively the "Notes").
Issue Statistics and Prospective Timetable
The Issuer will issue Notes on an ongoing basis during the term of this Base Prospectus under the
Programme. The conditions and timetable of such issues shall be subject to the final terms within the
meaning of Art. 26 No. 5 of the Commission Regulation (EC) No. 809/2004 of April 29, 2004 (the "Final
Terms"), as applicable from time to time.
Use of Proceeds
The net proceeds from each issue of Notes under the Programme will be used by the Issuer for the
general purposes of Dresdner Bank Group.
Details Regarding the Programme
Issuer:
Dresdner Bank Aktiengesellschaft.
Dresdner Bank Aktiengesellschaft may issue Notes through its

head office or through any branch outside the Federal Republic
of Germany and outside the United States of America.
Type of Programme:
Programme for the issue of Notes governed by German law or
by English law, as specified in the Final Terms. Under the
Programme, the Issuer may issue Standard Notes in the form
of fixed or floating rate Notes, zero coupon Notes, Notes having
derivative interest rate structures (interest linked to Reference
Assets), subordinated or unsubordinated Notes, and Derivative
Notes, whose interest rate and/or redemption amount is
determined by reference to one or more Reference Assets.
Basis of Authorization:
The establishment of the Programme was authorized by
resolutions of the Board of Directors of Dresdner Bank AG
passed on November 11, 1994. The increase of the original
programme amount from USD 3 billion to USD 6 billion, from
USD 10 billion to EUR 15 billion, from EUR 15 billion to EUR 20
billion and the increase to EUR 30 billion was authorized by
resolutions of the Board of Directors of Dresdner Bank AG
passed on November 20, 1996, July 27, 1998, July 13, 1999,
May 10, 2001 and February 14, 2008.
Arranger:
Dresdner Bank Aktiengesellschaft (appearing on the cover
page with its commercial name for the investment banking
division Dresdner Kleinwort).

10