Obligation Commerzbank AG 6.625% ( XS0101360161 ) en GBP

Commerzbank AG

100 % ▼

Allemagne

XS0101360161 ( en GBP )

6.625% par an ( paiement annuel )

30/08/2019 - Obligation échue

Prospectus brochure de l'obligation Commerzbank AG XS0101360161 en GBP 6.625%, échue

10 000 GBP

150 000 000 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 XS0101360161, paye un coupon de 6.625% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 30/08/2019

Base Prospectus dated 27 May 2020
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 June 14, 2017 (the "Prospectus Regulation") relating to issues of non-equity securities ("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 60,000,000,000 Medium Term Note Programme
Under this base prospectus (together with any documents incorporated by reference herein, the "Base Prospectus"),
Commerzbank Aktiengesellschaft ("Commerzbank", the "Bank" or the "Issuer", together with its subsidiaries "Commerzbank
Group" or the "Group"), subject to compliance with al relevant laws, regulations and directives, may from time to time issue
bearer notes 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 Debt Issuance Programme described in this Base Prospectus (the "Programme") outstanding
wil not at any time exceed EUR 60,000,000,000 (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 all 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 and the United Kingdom 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, 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 will be published in electronic form together with al
documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu) 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 27 May 2021.
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 sel , 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 9 of
this Base Prospectus.
Arranger
COMMERZBANK
Dealers
BOFA SECURITIES
BARCLAYS
BNP PARIBAS
COMMERZBANK
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
HSBC
J.P. MORGAN
UBS INVESTMENT BANK

RESPONSIBILITY STATEMENT
Commerzbank Aktiengesel schaft 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 will be contained in the relevant Final Terms.
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 shall, 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 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.
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 legally 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 - Selling 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.
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.
2

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.
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.
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, sel ing 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 Dealers nor any of
their respective affiliates will be a manufacturer for the purpose of the MiFID Product Governance Rules.
PRIIPS REGULATION / EEA AND UK RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA and 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 European Economic Area ("EEA") or in the United
Kingdom (the "UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (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 (iii) not a qualified investor as defined in the Prospectus
Regulation. Consequently, 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 or in the UK has been prepared and therefore offering or sel ing the Notes or otherwise making them
available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
BENCHMARK REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S REGISTRATION
Interest amounts payable under certain Notes issued under this Programme may be calculated by reference to,
inter alia, EURIBOR (Euro Interbank Offered Rate) which is provided by the European Money Markets Institute
(EMMI), LIBOR (London Interbank Offered Rate) and certain mid-swap rates which are provided by the ICE
Benchmark Administration Limited (IBA), AUD-BBR-BBSW (Australian Dol ar Bank Bill Swap Rate) which is
provided by the ASX Benchmarks Limited (ASX) or CAD-BA-CDOR (Canadian Dol ar Offered Rate) which is
provided by Refinitiv Benchmark Services (UK) Limited (RBSL). As at the date of this Base Prospectus, each of
EMMI, IBA, ASX and RBSL appears on the register of administrators and benchmarks established and maintained
by the European Securities and Markets Authority (ESMA) pursuant to Article 36 of the Regulation (EU) 2016/1011
of the European Parliament and of the Council of 8 June 2016, as amended ("Benchmark Regulation").
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 Benchmark Regulation
apply.
STABILISATION
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any) named
as stabilising manager(s) in the applicable Final Terms (or persons acting on behalf of a stabilising manager) may
over-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
3

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.
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 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 following 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.
4

TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 6
RISK FACTORS ..................................................................................................................................... 9
1. RISK FACTORS RELATING TO THE COMMERZBANK GROUP .............................................. 9
2. RISK FACTORS RELATING TO THE NOTES .......................................................................... 28
ISSUE PROCEDURES ......................................................................................................................... 35
TERMS AND CONDITIONS OF THE NOTES ..................................................................................... 37
OPTION I TERMS AND CONDITIONS THAT APPLY TO FIXED RATE NOTES AND ZERO
COUPON NOTES (OTHER THAN PFANDBRIEFE) ........................................................................ 39
OPTION II TERMS AND CONDITIONS THAT APPLY TO FLOATING RATE NOTES (OTHER
THAN PFANDBRIEFE) ..................................................................................................................... 66
OPTION III TERMS AND CONDITIONS THAT APPLY TO FIXED RATE PFANDBRIEFE AND
ZERO COUPON PFANDBRIEFE ................................................................................................... 109
OPTION IV TERMS AND CONDITIONS THAT APPLY TO FLOATING RATE PFANDBRIEFE 124
OPTION V TERMS AND CONDITIONS THAT APPLY TO FIXED-TO-FIXED RESETTABLE
INTEREST RATE NOTES (OTHER THAN PFANDBRIEFE) ......................................................... 151
OPTION VI TERMS AND CONDITIONS THAT APPLY TO FIXED-TO-FLOATING INTEREST
RATE NOTES (OTHER THAN PFANDBRIEFE) ............................................................................ 194
FORM OF FINAL TERMS .................................................................................................................. 241
COMMERZBANK AKTIENGESELLSCHAFT ................................................................................... 280
USE OF PROCEEDS.......................................................................................................................... 300
TAXATION .......................................................................................................................................... 301
SUBSCRIPTION AND SALE ............................................................................................................. 305
GENERAL INFORMATION ................................................................................................................ 311
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................... 313
NAMES AND ADDRESSES ............................................................................................................... 316
5

GENERAL DESCRIPTION OF THE PROGRAMME
General
Under the Programme, Commerzbank Aktiengesellschaft, subject to compliance with al relevant laws, regulations
and directives, may from time to time issue notes (the "Notes") to one or more of the following Dealers: Barclays
Bank PLC, BofA Securities Europe SA, BNP Paribas, Commerzbank Aktiengesel schaft, Crédit Agricole Corporate
and Investment Bank, Deutsche Bank Aktiengesellschaft, HSBC France, J.P. Morgan Securities plc, UBS AG
London Branch and any additional Dealer appointed under the Programme from time to time by the Issuer which
appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers").
Commerzbank Aktiengesellschaft acts as arranger in respect of the Programme (the "Arranger").
Commerzbank Aktiengesellschaft will act as principal paying agent (the "Principal Paying Agent").
Commerzbank Aktiengesellschaft will act as Calculation Agent (the "Calculation Agent").
Commerzbank Aktiengesellschaft will act as Luxembourg listing agent (the "Luxembourg Listing Agent").
The aggregate principal amount of the Notes outstanding at any one time under the Programme will not exceed
EUR 60,000,000,000 (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 and the United Kingdom, in such form as agreed between the
Issuer, the relevant Dealer(s) and, if relevant for the Principal Paying Agent (as defined below), 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 (excluding 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"), (iii) 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
rate notes ("Fixed-to-Fixed Resettable Rate Notes") or (viii) 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 (ii ) floating rate Pfandbriefe ("Floating Rate Pfandbriefe").
Notes wil 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 will be completed, where necessary,
with the relevant Terms and Conditions and, save in respect of the issue date, issue price, first payment of interest
and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) wil 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
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
6

of the subscription period will be disclosed to the investors in accordance with the notice provisions of the Terms
and Conditions of the Notes. Orders will specify a minimum yield and may only be confirmed at or above such
yield. The resulting yield will 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 1,000.00, and, if in any currency other than euro, an amount in such other currency at least equivalent to
EUR 1,000.00 at the time of the issue of Notes. 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 wil be set out in the relevant
Final Terms.
The yield for Notes and Pfandbriefe with fixed interest rates wil 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 on a daily basis.
The Notes will be freely transferable in accordance with the rules and regulations of the relevant Clearing System.
Form of Notes
The relevant Final Terms may also provide that (i) the Notes will be issued in accordance with U.S. Treas. Reg. §
1.1635 (c)(2)(i)(D) (the "TEFRA D-Rules"); or (ii) the Notes will be issued in accordance with U.S. Treas. Reg. §
1.1635 (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 will 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 will initial y be represented by a temporary global
note (each a "Temporary Global Note"). The Temporary Global Note will 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.
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 and the United Kingdom 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 will be subject to sel ing restrictions, including those for the
United States, the European Economic Area and the United Kingdom. See "Subscription and Sale" below.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will
outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, sel ing or recommending the Notes (a "distributor") should take
into consideration the target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
7

Listing of Notes
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.
8

RISK FACTORS
The following is a description of the principal risk factors which are specific and material to the Issuer and the Notes
in order to enable prospective investors to assess the risks associated with investing in the Notes issued under this
Base Prospectus. Prospective investors should consider these risk factors, together with the other information in
this Base Prospectus, before deciding to purchase Notes issued under the Programme. Should one or more of the
risks described below materialize, this may have a material adverse effect on the business, prospects,
shareholders' equity, assets, financial position and results of operations (Vermögens-, Finanz- und Ertragslage) or
general affairs of Commerzbank Aktiengesellschaft or the Group. Moreover, if any of these risks occur, the market
value of Notes issued under the Programme and the likelihood that the Issuer will be in a position to fulfil its payment
obligations under Notes issued under the Programme may decrease, in which case the holders of Notes (the
"Noteholders") issued under the Programme could lose all or part of their investments.
Prospective investors are also advised to consult their own tax advisors, legal advisors, accountants or other
relevant advisors as to the risks associated with, and consequences of, the purchase, ownership and disposition
of Notes, including the effect of any laws of each country in which they are resident and/or conducting business. In
addition, investors should be aware that the risks described may correlate and thus intensify one another.
1.
RISK FACTORS RELATING TO THE COMMERZBANK GROUP
Potential investors should read carefully and take into consideration the risk factors described below and other
information contained in this Base Prospectus before making a decision on the acquisition of any Notes issued by
Commerzbank. The onset of one or several of these risks, in isolation or in combination with other factors, can
seriously affect the business operations of Commerzbank Group and have material adverse effects on the net
assets, financial position and results of operations of Commerzbank Group or on the price of the Notes. The risks
described below are possibly not the only risks to which Commerzbank Group is exposed. Other risks, which are
currently not known to Commerzbank or are considered unimportant at present, may also affect the business
operations of Commerzbank Group and have serious adverse effects on the business activity and the net assets,
financial position and results of operations of Commerzbank Group. The risk factors relating to Commerzbank
Group are organised into the following categories depending on their nature:
·
"1.1 Market and Issuer-related risks";
·
"1.2 Risks arising from bank-specific regulation"; and
·
"1.3 Legal and compliance risks".
1.1
Market and Issuer-related risks
1.1.1
Risk relating to the SARS-CoV-2 pandemic.
Pandemics, epidemics, outbreaks of infectious diseases or any other serious public health concerns (such as the
Coronavirus ("SARS-CoV-2" or "COVID-19") pandemic) whether on a regional or global scale, together with any
resulting restrictions on travel, imposition of quarantines and prolonged closures of workplaces and other
businesses, may have a material adverse effect on the global economy in general and may even lead to a deep
and prolonged global recession. Material adverse effects on the global economy resulted in substantial disruption
of capital markets in the form of decreased liquidity and increased volatility. The pandemic also leads to increasing
operational risks in the form of IT or cyber risk (e.g., due to the increased remote use of Bank resources such as
split operations or home working or criminal activity by capitalising on public fears). The implications of such
outbreaks depend on a number of factors, such as e.g. the duration and spread of the respective outbreak and the
effectiveness of measures imposed to contain it. The outbreak and spread of the Coronavirus, commencing at the
end of 2019, and the lockdown of activities as a reaction of governments already had a material adverse effect on
the local and global economy and international financial markets in general, including a global and significant loss
in stock exchange prices as well as a rise in spreads which might have a negative impact on the Issuer's refinancing
costs. The disruption resulting from the Coronavirus has also led to a deterioration, and prolonged or renewed
lockdowns due to a second wave of infections are expected to result in a further deterioration of the financial
position of certain customers of Commerzbank. Furthermore, the lifting of the lockdown might not lead to the
desired short-term economic recovery. All this could consequently also materially adversely affect the Group's net
assets, financial position and results of operations.
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To mitigate the effects of the Coronavirus pandemic on banks, various policy and rule-making bodies such as the
European Commission as wel as supervisory authorities and bodies such as the European Central Bank, the
European Banking Authority, the Single Resolution Board (SRB) and the Basel Committee on Banking Supervision
(BCBS) have made proposals to amend rules and regulations or announced changes to regulations or their use of
discretion, including waivers, under the relevant regulatory frameworks. While some of these proposals and
measures accelerate already planned changes to the regulatory framework, other proposals and measures are of
temporary nature, only (see also "1.2.1 Ever 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 profitability, or make the raising of additional equity
capital necessary."). If Commerzbank were to make use of temporary waivers or other mitigating measures, there
is a risk that its regulatory indicators or other relevant metrics will deteriorate or regulatory requirements will not be
met after such temporary measures run out. Investors should note that where waivers or other reliefs are used,
reported regulatory indicators or other relevant metrics may not necessarily be indicative of the position of
Commerzbank in the same manner as if such temporary measures did not apply.
1.1.2
The Group's heavy dependence on the economic environment, particularly in Germany, may result in
further substantial negative effects in the event of a deep and prolonged economic downturn.
The Group's increased focus on its customer-oriented business emphasises the role played by the need for credit,
investment and banking products and the general interest rate environment as key factors when determining the
Group's sources of income. Interest rates remain at historic lows and wil continue to be low for the foreseeable
future, resulting in lower margins.
The further development of these and other macroeconomic conditions is subject to considerable uncertainty. While
many economies worldwide have already turned into recession due to the corona pandemic, the extent of the
downturn and duration of the recovery is stil highly uncertain all the more as various industries have been hit quite
differently. A deep recession, particularly in the United States, or a sluggish recovery of growth in China, combined
with a considerable downturn in international trade (including as a result of protectionist tendencies), would have a
disproportionately high impact on export-oriented countries like Germany. This, in turn, could have material adverse
effects on Commerzbank and particularly its Small and Medium-sized Enterprises (SME) business. At the same
time, a recession could contribute to a return to the financial market and sovereign debt crises.
Due to the large portion of Commerzbank's business activities that are located in Germany, a deep and prolonged
recession in this market would have substantial material adverse effects on the Group's net assets, financial
position and results of operations. In the event of a deep recession lasting several years, this may even pose a
threat to the Group's existence. Moreover, since the Polish economy is significantly influenced by the state of the
German economy, such a recession in Germany could also have material adverse effects on the business
operations of mBank group ("mBank") in Poland, which is headed by Commerzbank's subsidiary mBank S.A. This
could lead to further significant material adverse effects on the Group's net assets, financial position and results of
operations.
1.1.3
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 net assets, financial position and results
of operations. There can be no assurance that the Group will not suffer further material adverse effects
in the future as wel , particularly in the event of a renewed escalation of the crisis. Any further escalation
of the crisis within the European Monetary Union may have material adverse effects on the Group,
which, under certain circumstances, may even threaten the Group's existence.
The global financial crisis and the sovereign debt crisis starting in 2008 led to the affected states' outstanding bonds
suffering substantial losses in value. The market values of the bonds of a number of eurozone states, particularly
Greece, Italy, Spain, Portugal and Ireland, declined, at times considerably. Countries outside the eurozone,
particularly in Eastern Europe, were also affected. At the same time, the trading liquidity of all affected sovereign
debt decreased, in some cases substantially.
The effects of the financial crisis and the sovereign debt crisis starting in 2008 and the resulting deterioration in the
business environment have had a material adverse effect on the Group's net assets, financial position and results
of operations. The main adverse effects have been an increased need for loan loss provisions and impairments in
relation to net investment income, net trading losses and increases in financing costs, as well as declining income.
It can be assumed that material adverse consequences may also result for the Group in the future, particularly in
the event of a return of either crisis, for example as a result of an economic downturn and a significant rise of
national budget deficits in connection with the global outbreak of the Coronavirus disease (see also risk factor
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