Obligation Commerzbank AG 1.75% ( XS2106542165 ) en GBP

Commerzbank AG

99.88 % ▲

Allemagne

XS2106542165 ( en GBP )

1.75% par an ( paiement annuel )

21/01/2025 - Obligation échue

Prospectus brochure de l'obligation Commerzbank AG XS2106542165 en GBP 1.75%, échue

100 000 GBP

400 000 000 GBP

Commerzbank AG est une banque universelle allemande, offrant un large éventail de services financiers aux entreprises, aux particuliers et aux institutions publiques, avec un fort accent sur les marchés de capitaux et la banque d'investissement.

L'Obligation émise par Commerzbank AG ( Allemagne ) , en GBP, avec le code ISIN XS2106542165, paye un coupon de 1.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 21/01/2025

Base Prospectus dated 5 June 2024
This document constitutes a base prospectus for the purposes of Art. 8(1) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of 14 June 2017 (the "Prospectus Regulation") relating to issues of non-equity securities within
the meaning of Art. 2(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 70,000,000,000 Medium Term Note 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 all relevant laws, regulations and directives, may from time to time issue
bearer notes in a minimum denomination of EUR 1,000 per Note (together the "Notes", including public sector Pfandbriefe
(Öffentliche Pfandbriefe) and mortgage Pfandbriefe (Hypothekenpfandbriefe) (the "Pfandbriefe")). The aggregate principal
amount of Notes issued under the Medium Term Note Programme described in this Base Prospectus (the "Programme")
outstanding will not at any time exceed EUR 70,000,000,000 (or the equivalent in other currencies).
The principal amount of the Notes, the issue currency, the interest payable in respect of the Notes, the issue prices and maturities
of the Notes and al other terms and conditions which are applicable to a particular Tranche of Notes (each term as defined
below, see "General description of the Programme") will 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 Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF")
as competent authority under the Prospectus Regulation. The CSSF only approves this Base Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and gives no undertakings
as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer in line with the provisions
of article 6(4) of the Luxembourg act relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières)
dated 16 July 2019 (the "Luxembourg Prospectus Law"). Such approval should not be considered as an endorsement of the
Issuer or of the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment
as to the suitability of investing in the Notes.
The Issuer has requested the CSSF to provide the competent authority in the Federal Republic of Germany ("Germany") with a
certificate of approval attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Regulation. The
Issuer may request the CSSF to provide competent authorities in additional host member states within the European Economic
Area with such notification.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the
official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock
Exchange's regulated market "Bourse de Luxembourg". The Luxembourg Stock Exchange's regulated market is a regulated
market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II"). However, Notes
may also be listed on the regulated market of the Frankfurt Stock Exchange, the Euro MTF of the Luxembourg Stock Exchange,
on any other stock exchange or may be unlisted as specified in the relevant Final Terms.
This Base Prospectus and any supplement to this Base Prospectus wil be published in electronic form together with al
documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.luxse.com) and on the website
of Commerzbank Aktiengesel schaft (www.commerzbank.com).
This Base Prospectus is valid for a period of twelve months after its approval. The validity ends upon expiration of 5 June 2025.
The obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material
inaccuracies does not apply when this Base Prospectus is no longer valid.
This Base Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where
such offer or solicitation is unlawful.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act") and subject to certain exceptions, the Notes may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure
to risks and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial
condition. Investing in the Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 11
of this Base Prospectus.
Arranger
COMMERZBANK
Dealers
BARCLAYS
BNP PARIBAS
BOFA SECURITIES
COMMERZBANK
CRÉDIT AGRICOLE
CIB
DEUTSCHE BANK
HSBC
J.P. MORGAN
NATIXIS
UBS INVESTMENT
BANK

RESPONSIBILITY STATEMENT
Commerzbank Aktiengesellschaft with its registered office in Frankfurt am Main, Germany accepts responsibility
for the information contained in and incorporated by reference into this Base Prospectus and for the information
which wil be contained in the relevant Final Terms.
The Issuer accepts responsibility for the content of the Base Prospectus also with respect to the subsequent resale
or final placement of the Notes by any financial intermediary which was given consent to use the Base Prospectus.
The Issuer hereby declares that to the best of its knowledge the information contained in this Base Prospectus for
which it is responsible 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 supplement hereto and with any other
documents incorporated herein by reference (see "Documents Incorporated by Reference" below). Ful information
on the Issuer and any Tranche of any Series of Notes is only available on the basis of the combination of the Base
Prospectus as supplemented and the relevant Final Terms.
No person has been authorised to give any information or to make any representation other than those contained
in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information or
representation must not be relied upon as having been authorised by the Issuer or the Arranger or any Dealer (as
defined in "General Description of the Programme").
Neither the Arranger nor any Dealer nor any other person mentioned in this Base Prospectus, excluding the Issuer,
is responsible for the information contained in this Base Prospectus or any supplement(s) 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.
Neither the delivery of this Base Prospectus nor any sale made in connection herewith shal , under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the date
hereof or the date upon which this Base Prospectus has been most recently supplemented or that there has been
no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Base
Prospectus has been most recently supplemented or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated
in the document containing the same.
The distribution of this Base Prospectus, any supplement thereto and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required by
the Issuer, the Arranger and the Dealers to inform themselves about and to observe any such restriction.
The Notes have not been and wil 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.
The Notes will be issued in bearer form and are subject to certain U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit
of, any U.S. person. The term "U.S. person" has the meaning ascribed to it in Regulation S under the Securities Act
("Regulation S") and the U.S. Internal Revenue Code of 1986, as amended (the "Code") and regulations
thereunder. The Notes are being offered and sold outside the United States to non-U.S. persons pursuant to
Regulation S and may not be legal y or beneficial y owned at any time by any U.S. person. For a description of
certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription and
Sale - Sel ing Restrictions".
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms may 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.
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms constitute an offer or an invitation
to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer or any
Dealer that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes.
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Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer.
The language of the Base Prospectus except for the form of terms and conditions of the Notes (the "Terms and
Conditions") is English. The binding language of the terms and conditions of each Series of Notes will be specified
in the respective Final Terms.
Some figures (including percentages) in the Base Prospectus have been rounded in accordance with commercial
rounding and therefore do not necessarily add up exactly to the respective totals or subtotals.
References to "EUR", "Euro" and "" are to the euro, the currency introduced at the start of the third stage of the
European Economic and Monetary Union pursuant to the treaty establishing the European Community, as amended
by the treaty on the European Union, as amended. References to "USD" or "U.S. dollar" are to the official currency
of the United States of America. References to "PLN" are to the official currency of Poland.
The information on any website referred to in this Base Prospectus does not form part of the Base Prospectus and
has not been scrutinized or approved by the CSSF unless that information is incorporated by reference into the
Base Prospectus.
GREEN BONDS
The Final Terms relating to any specific Series of Notes may provide that an amount equivalent to the net proceeds
from the issuance of such Series of Notes will be used exclusively to finance or refinance, in whole or in part, new
and existing projects and activities that promote environmental purposes ("Eligible Assets"). Commerzbank has
established a framework for such issuances (the "Green Bond Framework") which further specifies the eligibility
criteria for such Eligible Assets based on the recommendations included in the voluntary process guidelines for
issuing green bonds published by the International Capital Market Association ("ICMA") (the "ICMA Green Bond
Principles 2018"). Such Notes are referred to as "Green Bonds".
Pursuant to the recommendation in the ICMA Green Bond Principles 2018 that external assurance is obtained to
confirm alignment with the key features of the ICMA Green Bond Principles 2018, at the request of the Issuer, the
advisory and rating provider Sustainalytics ("Sustainalytics") has issued a second party opinion dated
September 2018 in relation to the Issuer's Green Bond Framework (the "Sustainalytics Opinion").
For a summary of the Green Bond Framework please refer to the section "SUMMARY OF THE GREEN BOND
FRAMEWORK" in this Base Prospectus.
Notes issued under the Programme will not qualify as "European Green Bonds". Any Series of Notes issued under
this Programme and referred to as "green bond" wil only comply with the criteria and processes set out in the
Issuer's Green Bond Framework.
Neither the Green Bond Framework nor the Sustainalytics Opinion are incorporated into or form part of this Base
Prospectus. None of the Arranger, the Dealers, any of their respective affiliates or any other person mentioned in
the Base Prospectus makes any representation as to the suitability of such Notes to fulfil environmental, social
and/or sustainability criteria required by any prospective investor. The Arranger and the Dealers have not
undertaken, nor are responsible for, any assessment of the Green Bond Framework or the Eligible Assets, any
verification of whether any Eligible Asset meets the criteria set out in the Green Bond Framework or the monitoring
of the use of proceeds.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will
outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as
amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates wil be a manufacturer for the purpose of the MiFID Product Governance
Rules.
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UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
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 person subsequently offering, selling or recommending the Notes (a "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 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 UK MIFIR Product Governance Rules.
PRIIPS REGULATION / EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA 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 European Economic Area ("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 (ii) a customer within the meaning of Directive 2016/97/EU as amended (the "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 (ii ) not a qualified investor as defined in the Prospectus Regulation. Where such a Prohibition of Sales
to EEA Retail Investors is included in the Final Terms, no key information document required by Regulation (EU)
No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or sel ing such Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPS REGULATION / UK RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "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 United Kingdom ("UK"). For the purposes of this provision the
expression "retail investor" means a person who is one (or more) of the fol owing: (i) a retail client, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (the "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 domestic law by virtue of the EUWA; or (ii ) not a
qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of
the EUWA. Where such a Prohibition of Sales to UK Retail Investors is included in the Final Terms, no key
information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE
(THE "SFA")
Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the
Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore
(the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
NOTICE TO CANADIAN INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities
Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements,
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Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Base Prospectus (including any supplement hereto and/or any Final Terms) contains
a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within
the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars
of these rights or consult with a legal advisor. In relation to offers of Notes in the province of Alberta, British Columbia
or Ontario only, the Dealers are not required to comply with the disclosure requirements of NI 33-105 regarding
underwriter conflicts of interest in connection with this offering.
BENCHMARKS REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S REGISTRATION
Interest amounts payable under certain Notes issued under this Programme are calculated by reference to, inter
alia, EURIBOR (Euro Interbank Offered Rate) which is provided by the European Money Markets Institute ("EMMI"),
STR (Euro short-term rate) which is provided by the European Central Bank (the "ECB"), certain mid-swap rates
which are provided by the ICE Benchmark Administration Limited ("IBA"), AUD-BBR-BBSW (Australian Dollar Bank
Bill Swap Rate) which is provided by the ASX Benchmarks Limited ("ASX"), NIBOR (Norwegian Interbank Offered
Rate) which is provided by Norske Finansiel e Referanser AS ("NoRe"), STIBOR (Stockholm Interbank Offered
Rate) which is provided by the Swedish Financial Benchmark Facility AB ("SFBF"), SORA (Singapore Overnight
Rate Average) which is provided by the Monetary Authority of Singapore ("MAS"), SONIA (Sterling Overnight Index
Average) which is provided by the Bank of England, TONA (Tokyo Overnight Average Rate) which is provided by
the Bank of Japan or SOFR (Secured Overnight Financing Rate) which is provided by the Federal Reserve Bank
of New York. As at the date of this Base Prospectus, each of EMMI, ASX, NoRe and SFBF appears on the register
of administrators and benchmarks established and maintained by the European Securities and Markets Authority
("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011 of the European Parliament and of the Council of
8 June 2016, as amended (the "Benchmarks Regulation") while IBA does not appear on the ESMA register.
In case Notes are issued which make reference to another benchmark or in case there was a change to any of the
above-named benchmarks, the applicable Final Terms will specify the name of the specific benchmark and the
relevant administrator. In such case, the applicable Final Terms will 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 stabilisation manager(s) in the applicable Final Terms (or persons acting on behalf of a stabilisation 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, 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 stabilisation manager(s) (or
person(s) acting on behalf of any stabilisation manager(s)) in accordance with all applicable laws and rules.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the
use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "will" 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 the 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 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 the Group's financial condition and results
5

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. The Issuer'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: "Risk Factors" and "Commerzbank Aktiengesel schaft". These sections include more detailed
descriptions of factors that might have an impact on the Issuer'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.
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TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME .............................................................................. 8
RISK FACTORS .................................................................................................................................... 11
1. RISK FACTORS RELATING TO THE COMMERZBANK GROUP ............................................11
2. RISK FACTORS RELATING TO THE NOTES ..........................................................................36
ISSUE PROCEDURES ......................................................................................................................... 47
TERMS AND CONDITIONS OF THE NOTES ..................................................................................... 49
OPTION I Terms and Conditions that apply to Fixed Rate Notes and Zero Coupon Notes (other
than Pfandbriefe) ...............................................................................................................................51
OPTION II Terms and Conditions that apply to Floating Rate Notes (other than Pfandbriefe) ......82
OPTION III Terms and Conditions that apply to Fixed Rate Pfandbriefe and Zero Coupon
Pfandbriefe .......................................................................................................................................157
OPTION IV Terms and Conditions that apply to Floating Rate Pfandbriefe .................................175
OPTION V Terms and Conditions that apply to Fixed-to-Fixed Resettable Interest Rate Notes
(other than Pfandbriefe) ...................................................................................................................228
OPTION VI Terms and Conditions that apply to Fixed-to-Floating Interest Rate Notes (other than
Pfandbriefe) .....................................................................................................................................276
FORM OF FINAL TERMS ................................................................................................................... 353
COMMERZBANK AKTIENGESELLSCHAFT ..................................................................................... 407
USE OF PROCEEDS.......................................................................................................................... 427
SUMMARY OF THE GREEN BOND FRAMEWORK ......................................................................... 428
TAXATION .......................................................................................................................................... 430
SUBSCRIPTION AND SALE .............................................................................................................. 434
GENERAL INFORMATION ................................................................................................................. 441
DOCUMENTS INCORPORATED BY REFERENCE .......................................................................... 443
NAMES AND ADDRESSES ............................................................................................................... 446
7

GENERAL DESCRIPTION OF THE PROGRAMME
General
Under the Programme, Commerzbank Aktiengesel schaft, subject to compliance with all relevant laws, regulations
and directives, may from time to time issue notes (the "Notes") to one or more of the fol owing Dealers: Barclays
Bank Ireland PLC, BNP Paribas, BofA Securities Europe SA, Commerzbank Aktiengesel schaft, Crédit Agricole
Corporate and Investment Bank, Deutsche Bank Aktiengesel schaft, HSBC Continental Europe, J.P. Morgan SE,
NATIXIS, 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 (each a "Dealer" and together the
"Dealers").
Commerzbank Aktiengesellschaft acts as arranger in respect of the Programme (the "Arranger").
Commerzbank Aktiengesellschaft acts as principal paying agent (the "Principal Paying Agent").
Commerzbank Aktiengesellschaft acts as Calculation Agent (the "Calculation Agent"), unless otherwise specified
in the applicable Final Terms.
The aggregate principal amount of the Notes outstanding at any one time under the Programme will not exceed
EUR 70,000,000,000 (or its equivalent in any other currency) (the "Programme Amount"). The Issuer may increase
the Programme Amount in accordance with the terms of the Dealer Agreement (as defined herein) from time to
time.
Base Prospectus
Notes issued under the Programme may be issued either: (1) pursuant to this Base Prospectus and associated
Final Terms; or (2) in relation to Notes not publicly offered in, and not admitted to trading on a regulated market of,
any member state of the European Economic Area, in such form as agreed between the Issuer, the relevant
Dealer(s) and, if relevant for the Principal Paying Agent, the Principal Paying Agent.
Issues of Notes
Notes may be issued on a continuing basis to one or more of the Dealers.
The Notes may be issued as senior Notes (including public sector Pfandbriefe (Öffentliche Pfandbriefe) and
mortgage Pfandbriefe (Hypothekenpfandbriefe) ("Pfandbriefe")) or subordinated Notes ("Subordinated Note")
(except for Pfandbriefe). In addition, senior Notes (other than Pfandbriefe) may be issued as preferred senior notes
("Preferred Senior Notes") or non-preferred senior notes ("Non-Preferred Senior Notes").
Pfandbriefe can also be issued as Jumbo-Pfandbriefe ("Jumbo-Pfandbriefe"), if their aggregate nominal amount
is equal to or exceeds EUR 1 billion.
Preferred Senior Notes, Non-Preferred Senior Notes and Subordinated Notes may be issued as (i) fixed rate notes
("Fixed Rate Notes"), (ii) step-up notes ("Step-Up Notes"), (ii ) step-down notes ("Step-down Notes"), (iv) zero
coupon notes ("Zero Coupon Notes"), (v) floating rate notes ("Floating Rate Notes"), (vii) fixed-to-fixed resettable
interest rate notes ("Fixed-to-Fixed Resettable Interest Rate Notes") or (vi i) fixed-to-floating interest rate notes
("Fixed-to-Floating Interest Rate Notes").
Pfandbriefe may be issued as (i) fixed rate Pfandbriefe ("Fixed Rate Pfandbriefe"), (ii) zero coupon Pfandbriefe
("Zero Coupon Pfandbriefe") or (iii) floating rate Pfandbriefe ("Floating Rate Pfandbriefe"). Jumbo-Pfandbriefe
will only provide for fixed rate interest payable annually in arrear.
Notes will be issued in series (each a "Series") having one or more issue dates and on terms otherwise identical
(or identical other than in respect of the first payment of interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a "Tranche") on
the same or different issue dates. The specific terms of each Tranche (which wil be completed, where necessary,
with the relevant Terms and Conditions and, save in respect of the issue date, issue price, first payment of interest
(if any) and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) will
be completed in the final terms.
Notes of any Tranche may be issued at a price (the "Issue Price") equal to their principal amount or at a discount
or premium to their principal amount. The Issue Price for the Notes of any Tranche issued on a syndicated basis
8

will be determined at the time of pricing on the basis of a yield which will be determined on the basis of the orders
of the investors which are received by the Dealers during the placement of such Notes. An extension or shortening
of the subscription period will be disclosed to the investors as set out in the relevant Final Terms. Orders wil specify
a minimum yield and may only be confirmed at or above such yield. The resulting yield wil be used to determine
the Issue Price.
Notes will be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and
as indicated in the applicable Final Terms save that the minimum denomination of the Notes will be, if in euro,
EUR 1,000, and, if in any currency other than euro, an amount in such other currency at least equivalent to
EUR 1,000 at the time of the issue of Notes.1 Subject to any applicable legal or regulatory restrictions, and
requirements of relevant central banks, Notes may be issued in euro or any other currency.
Notes wil be issued with such maturities as may be agreed between the Issuer and the relevant Dealer(s), subject
to such minimum or maximum maturities as may be al owed or required from time to time by any laws, regulations
and directives applicable to the Issuer or the relevant currency.
The principal amount of the Notes, the currency, the interest payable in respect of the Notes, if any, the Issue Price
and maturities of the Notes which are applicable to a particular Tranche of a Series will be set out in the relevant
Final Terms.
The yield for Notes and Pfandbriefe with fixed interest rates will be calculated by the use of the International Capital
Market Association ("ICMA") method, which determines the effective interest rate of notes taking into account
accrued interest (if any) on a daily basis.
The Notes wil be freely transferable in accordance with the rules and regulations of the relevant Clearing System.
Form of Notes
Each Series of Notes will either be represented by one or more physical global bearer notes (such Series: "Physical
Notes") or represented by an electronic central register security (such Series: "Electronic Notes").
Physical Notes
The relevant Final Terms may provide that (i) the Notes wil be issued in accordance with U.S. Treas. Reg. § 1.163
5 (c)(2)(i)(D) (the "TEFRA D-Rules"); or (ii) the Notes wil be issued in accordance with U.S. Treas. Reg. § 1.163
5 (c)(2)(i)(C) (the "TEFRA C-Rules").
Series of Notes with respect to which the TEFRA C-Rules (as further described under the heading "Subscription
and Sale - Sel ing Restrictions United States of America") apply wil be represented by a permanent global note
(each a "Permanent Global Note").
Series of Notes with respect to which the TEFRA D-Rules (as further described under the heading "Subscription
and Sale - Selling Restrictions United States of America") apply wil initial y be represented by a temporary global
note (each a "Temporary Global Note"). The Temporary Global Note wil be exchanged for a Permanent Global
Note not earlier than 40 days after the date on which such Temporary Global Note is issued and upon certification
of non-U.S. beneficial ownership thereof or otherwise as required by U.S. Treasury Regulations in accordance with
the terms of such Temporary Global Note and as specified in the relevant Final Terms.
Electronic Notes
If so specified in the relevant Final Terms, the relevant Series of Notes wil be represented by a central register
security pursuant to § 4 para. 2 of the German Electronic Securities Act (Gesetz über elektronische Wertpapiere
"eWpG") (a "Central Register Security") and will be entered into a central securities register pursuant to § 12
eWpG (such register, a "Central Securities Register") operated by Clearstream Banking AG, Frankfurt am Main
(the "Central Registrar").
For the issuance of Central Register Securities, the Central Registrar wil use its proprietary digital platform D7
Digitiser ("D7 Digitiser"). Upon instruction of the Issuer via the D7 Digitiser to the Central Registrar, the Notes wil
be issued by the Central Registrar by making the respective entries into the Central Securities Register while
referencing the Terms and Conditions of the relevant Series, which will be submitted (niedergelegt) to the Central
Registrar by or on behalf of the Issuer prior to the issuance of the relevant Series of Notes.
1 In case of non-preferred senior and subordinated (Tier 2) Notes to be distributed to retail clients, the minimum denomination
will be EUR 50,000.
9

The Central Registrar is entered into the Central Securities Register as the holder (Inhaber) of each Central Register
Security in collective entry (Sammeleintragung) pursuant to § 8 para. 1 no. 1 eWpG for the aggregate principal
amount of the Notes of the relevant Series issued and holds such Notes in trust for the relevant Noteholders of such
Series as the beneficiaries (Berechtigte) within the meaning of § 3 para. 2 eWpG.
Central Register Securities in col ective entry (Sammeleintragung) are deemed pursuant to § 9 para. 1 sentence 1
eWpG to form a col ective securities inventory (Wertpapiersammelbestand) in which the relevant Noteholders hold
proportional co-ownership interests or similar rights transferrable in accordance with applicable law and the rules
and regulations of Clearstream Banking AG, Frankfurt am Main as the relevant clearing system.
No physical global note certificate (Sammelurkunde) or definitive note certificates and interest coupons wil be
issued for such Series of Notes and any claim of the relevant Noteholders to request to change the entry of the
Central Register Securities from collective to individual entry (Einzeleintragung) or to request to exchange the
Central Register Security for a global note certificate (Sammelurkunde) or for definitive note certificates is explicitly
excluded.
Distribution of Notes
Notes may be distributed by way of public offer or private placements and, in each case, on a syndicated or non-
syndicated basis. The method of distribution of each Tranche will be stated in the relevant Final Terms. The Notes
may be offered to qualified and non-qualified investors.
The Issuer has requested the CSSF to provide the competent authority in Germany with a certificate of approval
attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Regulation. The Issuer
may request the CSSF to provide competent authorities in additional host member states within the European
Economic Area with such notification. The Notes may be offered to the public in Luxembourg and, following any
such notification, in Germany and in any such other additional host member state.
The offer and distribution of any Notes of any Tranche wil be subject to sel ing restrictions, including those for the
United States, the European Economic Area and the United Kingdom. See section "Subscription and Sale" below.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" and/or "UK
MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor
subject to MiFID II and/or the FCA Handbook Product Intervention and Product Governance Sourcebook 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.
Listing and Admission to Trading
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed
on the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the
Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg", appearing on the list of regulated
markets issued by the European Commission and may be made on any other regulated market in a Member State
of the EEA or the UK (a "Regulated Market"). The Luxembourg Stock Exchange's regulated market is a regulated
market included on the list of regulated markets published by ESMA for the purposes of MiFID II. However, Notes
may also be listed on the regulated market of the Frankfurt Stock Exchange, the Euro MTF of the Luxembourg
Stock Exchange, any other stock exchange or may be unlisted as specified in the relevant Final Terms, subject to
the notification of the Base Prospectus in accordance with Art. 25 of the Prospectus Regulation. In the case of
Jumbo-Pfandbriefe, an application will always be made to list the Jumbo-Pfandbriefe on a Regulated Market.
10

Document Outline

#8">GENERAL DESCRIPTION OF THE PROGRAMME
#11">RISK FACTORS
- #11">1. RISK FACTORS RELATING TO THE COMMERZBANK GROUP
#11">1.1 Market and issuer-related risks
- #11">1.1.1 The Group's dependence on the macroeconomic environment and market conditions, particularly in Germany and Europe, could negatively affect the Group's business environment, leading to weaker economic activity and a broader correction in the fina...
- #12">1.1.2 Geopolitical risks and conflicts such as the Russia-Ukraine war or the Middle East conflict have increased economic uncertainty and could have a material adverse effect on the Group.
- #13">1.1.3 The Group may not benefit from its new Strategy 2027 at all or only in part or at higher costs than planned, and the implementation of planned measures may not lead to the achievement of the desired strategic objectives.
- #14">1.1.4 The global financial crisis and the sovereign debt crisis starting in 2008, particularly in the eurozone, have had a significant material adverse effect on the Group's business, financial position and results of operations. There can be no assur...
- #15">1.1.5 Impairments and revaluations of Sovereign Debt (as defined below) held by the Group to lower fair values have had, and could continue to have, a material adverse effect on the Group's business, financial position and results of operations.
- #15">1.1.6 Credit default swap ("CDS") protection on Sovereign Debt acquired by the Group could fail to fulfil its hedging purpose. Furthermore, the Group has issued CDS protection on Sovereign Debt, thereby assuming the default risk of Sovereign Debt held...
- #16">1.1.7 The Group is exposed to credit risk, including in respect of large individual commitments, large loans and commitments concentrated in individual sectors (referred to as bulk risk), as well as loans to debtors that may be particularly affected b...
- #16">1.1.8 The Group's portfolio includes a substantial number of non-performing loans, and defaults may not be sufficiently covered by collateral or write-downs and provisions previously taken.
- #17">1.1.9 The Group holds financial instruments characterised by poor liquidity, low, volatile or unavailable market prices and uncertainty regarding their value. It is possible that in the future the Group may have to significantly impair these securitie...
- #17">1.1.10 The Group is exposed to the risk of changes in the fair value of the financial instruments it holds.
- #17">1.1.11 Changes in the classification of assets, relevant accounting standards, the regulatory environment or ratings from rating agencies may lead to changes in the value of the Group's assets, which could have an adverse effect on the Group's busines...
- #17">1.1.12 The Group is exposed to a large number of different market risks, including measurement risks, interest rate risks, credit spread risks, volatility and correlation risks and commodity price risks.
- #18">1.1.13 The Group is exposed to currency risks, in particular translation risks and foreign exchange rate risks, and translation differences could reduce the Bank's equity or result in higher expenses or lower income from foreign currency transactions.
- #18">1.1.14 Contracts with bond and credit insurers, particularly monoline insurers, are exposed to a significant risk of default as these insurance companies are threatened by insolvency.
- #19">1.1.15 In addition to its traditional lending business, the Group is also exposed to credit risk extending significantly beyond the risks from traditional bank lending, such as swap and derivative transactions. The Group may not be able to fulfil its ...
- #19">1.1.16 The Group's hedging strategies could prove to be ineffective and the Group may not be able to liquidate or hedge risky positions in a timely manner, to the desired extent or on acceptable terms.
- #19">1.1.17 The Group is exposed to credit risk-related reductions in the value of collateral that is not real property, particularly in the case of financial instruments.
- #20">1.1.18 The Group faces substantial competitive pressures, particularly in its interest rates and brokerage business.
- #20">1.1.19 The Group may be unable to place certain products it produces in the market and the products that are placed may not perform as expected, which could result in liability or financing commitments.
- #21">1.1.20 The markets in which the Group is active, particularly the private and corporate customer business and investment banking activities in the German market and the entire Polish market, are characterised by intense competition, which results in c...
- #21">1.1.21 The Group is dependent on the regular supply of liquidity, and a market-wide or company-specific liquidity shortage could have a material adverse effect on the Group's business, financial position and results of operations.
- #21">1.1.22 The Group's options for securing longer-term refinancing through Pfandbriefe (as defined below) could be limited by an impairment of the liquidity of the covered bond markets.
- #21">1.1.23 A downgrade in the rating of Commerzbank and its subsidiaries may make refinancing more difficult or more expensive and entitle counterparties to terminate derivative transactions or demand additional collateral.
- #22">1.1.24 The Group is exposed to a large number of operational risks, including the risk that employees will enter into excessive risks on behalf of the Group or violate applicable rules, laws or regulations while conducting business activities and ther...
- #22">1.1.25 The Group is highly dependent on complex IT systems and control environments whose ability to function may be impaired by internal and external circumstances.
- #23">1.1.26 The Bank's operational systems are subject to an increasing risk of cyber-attacks and other internet crime which could result in losses of customer and other information, unavailability of services, damage to the Bank's reputation and regulator...
- #24">1.1.27 The Group is required to make significant investments in order to ensure a competitive IT landscape and to comply with regulatory requirements. There can be no assurance that new IT systems will function properly or that the targeted IT competi...
- #24">1.1.28 The growing significance of external electronic trading platforms and increasing competition by operators of such platforms may have an adverse effect on the Group's business operations.
- #24">1.1.29 The Group is exposed to risks as a result of its direct and indirect pension obligations.
- #24">1.1.30 A further increase in the contributions to the German Pensions Protection Fund could put considerable strain on the Group's business, financial position and results of operations.
- #25">1.1.31 The Group depends on its senior management and key employees and it may be unable to attract and retain qualified staff in the future, maintain an appropriate culture and employee relations.
- #25">1.1.32 The Group is exposed to climate and environmental risks that impact its customers, such as extreme weather events and the transition to a low carbon economy.
- #26">1.1.33 The Group may be exposed to risks that are either not identified or inadequately assessed by its existing risk management.
- #26">1.1.34 The reporting of the Group's results of operations and financial condition is determined by the applicable accounting standards, its accounting policies and methods, and requires management to make estimates about matters that are uncertain, an...
#27">1.2 Risks arising from regulation affecting the Bank
- #27">1.2.1 Stricter regulatory capital and liquidity standards and procedural and reporting requirements may call into question the business model of a number of the Group's activities, adversely affect the Group's competitive position, reduce the Group's ...
- #29">1.2.2 Regulatory reforms proposed in the wake of financial crises or otherwise, for example charges such as the bank levy, a possible financial transaction tax, the separation of proprietary trading from deposit-taking business, stricter disclosure an...
- #30">1.2.3 European and German recovery and resolution legislation may have regulatory consequences that could restrict Commerzbank's business activities and lead to higher refinancing costs.
- #31">1.2.4 Commerzbank Group may fail to comply with environmental, social and governance (ESG) standards and expectations which could adversely impact the Group's business and reputation. At the same time, compliance with certain ESG standards as well as ...
- #31">1.2.5 The regulatory and banking supervisory frameworks for the Group in those jurisdictions outside of Germany in which it operates may change at any time, and non-compliance with such regulatory provisions may result in the imposition of penalties a...
- #32">1.2.6 Increased contributions toward statutory and private deposit guarantee schemes as well as any (special) charges for rescuing banks in economic difficulties could have a detrimental impact on the Group's business performance.
- #32">1.2.7 Statutory measures introduced to support borrowers in Poland or elsewhere may negatively impact the Group's business performance.
#32">1.3 Legal and compliance risks
- #32">1.3.1 Litigation, arbitration, investigations and other proceedings may arise in connection with Commerzbank's business activities, the outcomes of which are uncertain and which entail risks for the Group.
- #35">1.3.2 The Group is a globally active banking group and as such subject to laws, regulations and guidelines in various countries, and the Group is exposed to risks associated with possible violations thereof.
- #36">2. RISK FACTORS RELATING TO THE NOTES
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- #422">Class action and individual proceedings regarding the ineffectiveness of index clauses in foreign currency denominated loan agreements