Obligation COMMERZBANK AG 0% ( XS0306970905 ) en EUR

COMMERZBANK AG

100 % ▼

Allemagne

XS0306970905 ( en EUR )

20/06/2008 - Obligation échue

Prospectus brochure de l'obligation COMMERZBANK AG XS0306970905 en EUR 0%, échue

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 EUR, avec le code ISIN XS0306970905, paye un coupon de 0% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 20/06/2008

This document constitutes a base prospectus (the "Base Prospectus") in respect of non-equity
securities within the meaning of Article 22 No. 6(4) of the Commission Regulation (EC) No. 809/2004 of
April 29, 2004 (the "Prospectus Regulation").

Base Prospectus
December 2, 2009

COMMERZBANK AKTIENGESELLSCHAFT
Frankfurt am Main, Federal Republic of Germany

Notes/Certificates Programme

This Base Prospectus containing the Commerzbank Aktiengesellschaft Notes/Certificates
Programme (the "Programme") was prepared in accordance with § 6 of the German
Securities Prospectus Act (Wertpapierprospektgesetz), such Act implementing Directive
2003/71/EC of the European Parliament and of the Council of November 4, 2003. The
specific issue of notes (the "Notes") and certificates (the "Certificates") (both also the
"Securities") issued on the basis of the Base Prospectus can be defined only in connection
with the final terms of this Base Prospectus (the "Final Terms"). For each issue of Securities
on the basis of the Base Prospectus, the Final Terms will be published in a separate
document. The complete information on a specific issue will always result from the Base
Prospectus (including any supplements thereto) in combination with the relevant Final
Terms.

TABLE OF CONTENTS
SUMMARY
4
SUMMARY REGARDING THE SECURITIES
4
SUMMARY OF RISK FACTORS
5
SUMMARY REGARDING COMMERZBANK AKTIENGESELLSCHAFT
12
RISK FACTORS
13
RISK FACTORS RELATING TO THE SECURITIES
13
RISK FACTORS RELATING TO COMMERZBANK AKTIENGESELLSCHAFT
25
GENERAL INFORMATION
36
RESPONSIBILITY
36
IMPORTANT NOTICE ABOUT THIS BASE PROSPECTUS
36
AVAILABILITY OF DOCUMENTS
37
INFORMATION RELATING TO THE SECURITIES
37
POST-ISSUANCE INFORMATION
37
US INFORMATION
37
NOTICE TO NEW HAMPSHIRE RESIDENTS
38
NO OFFER
38
AVAILABLE INFORMATION
38
FORWARD-LOOKING STATEMENTS
38
ENFORCEMENT OF LIABILITIES BY INVESTORS IN THE UNITED STATES
39
U.S. TAXATION
39
TERMS AND CONDITIONS SET 1 (FIXED RATE NOTES)
40
TERMS AND CONDITIONS SET 2 (CERTIFICATES WITH FIXED REDEMPTION
DATE)
74
TERMS AND CONDITIONS SET 3 (UNLIMITED CERTIFICATES WITHOUT
FIXED REDEMPTION DATE)
98
FORM OF FINAL TERMS (NOTES)
124
FORM OF FINAL TERMS (CERTIFICATES WITH FIXED REDEMPTION DATE)
129
Page 2

FORM OF FINAL TERMS (UNLIMITED CERTIFICATES WITHOUT FIXED
REDEMPTION DATE)
134
TAXATION
139
OFFERING AND SELLING RESTRICTIONS
140
SELLING RESTRICTIONS WITHIN THE EUROPEAN ECONOMIC AREA
140
SELLING RESTRICTIONS OUTSIDE OF THE EUROPEAN ECONOMIC AREA
140
U.S. TRANSFER AND SELLING RESTRICTIONS
141
DESCRIPTION OF THE ISSUER
144
DOCUMENTS INCORPORATED BY REFERENCE
151

Page 3

SUMMARY

This summary provides an overview of what are, in the opinion of the Issuer, the main characteristics
and risks associated with the Issuer and the Notes and Certificates (together the "Securities") that
can be issued under the Base Prospectus. It is, however, not exhaustive. The summary should be
read as an introduction to the Base Prospectus. Any decision to invest in the Securities should be
based on consideration of the Base Prospectus as a whole (including any supplements thereto) and
the relevant Final Terms by the investor.

Commerzbank Aktiengesellschaft (the "Issuer", the "Bank" or "Commerzbank", together with its
consolidated subsidiaries "Commerzbank Group" or the "Group") may have civil liability in respect of
this summary including any translation thereof only if it is misleading, inaccurate or inconsistent when
read together with the other parts of the Base Prospectus and the relevant Final Terms.

Where a claim relating to information contained in the Base Prospectus and the relevant Final Terms
is brought before a court in a member state of the European Economic Area, the plaintiff investor may,
under the national legislation of such state where the claim is brought, be required to bear the costs of
translating the Base Prospectus (including any supplements thereto) and the relevant Final Terms
before the legal proceedings are initiated.

SUMMARY REGARDING THE SECURITIES

The possible types of Securities which may be issued under the Base Prospectus (and as specified in
the relevant Final Terms) are:

1. Notes with a principal amount

(a)
which bear:

(i)
interest at a fixed rate for one or several interest periods or for the entire term of the
Notes ("Fixed Rate Notes"), or

(ii)
interest that is increased ("Step-Up Notes") or decreased ("Step-Down Notes") from
one interest period to another, or

(iii)
interest at a floating rate ("Floating Rate Notes"), or

(iv)
interest whereby the interest rate or interest amount is to be determined by reference
to an exchange rate, an index, a bond, a share, any other security, a future, a fund, a
straddle, a commodity, swap rate(s), interest rate(s), any other underlying, a basket or
index consisting of any of the before-mentioned and/or formula(e) for some or all
interest periods, provided that interest periods for which the interest rate or interest
amount is not determined in such a way may be or may have a floating or fixed rate
("Interest Structured Notes"), or

(v)
no interest ("Zero Coupon Notes" or other Notes not bearing interest), and

(b)
where the redemption amount may either:

(i)
be at par, or

(ii)
be at a specified rate above or below par, or

(iii)
be determined by reference to an exchange rate, an index, a bond, a share, any other
security, a future, a fund, a straddle, a commodity, swap rate(s), interest rate(s), any
other underlying, a basket or index consisting of any of the before-mentioned and/or
formula(e) ("Redemption Structured Notes"), or
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(iv)
consist partially or in whole of securities (including, without limitation, of a company
other than the Issuer) instead of a cash payment ("Reverse Convertible Notes" or
other Notes with delivery obligations),

2. Certificates with fixed redemption date or unlimited certificates without fixed redemption date
("Unlimited Certificates") where the redemption amount or additional payments or deliveries are
to be determined by reference to an exchange rate, an index, a bond, a share, any other security,
a future, a fund, a straddle, a commodity, swap rate(s), interest rate(s), any other underlying, a
basket or index consisting of any of the before-mentioned and/or formula(e).

The relevant Final Terms will indicate either that the Securities cannot be redeemed prior to their
stated maturity (except for events specified in the Terms and Conditions) or that the Securities will be
redeemable at the option of the Issuer and/or the holders of the Securities upon giving notice within
the notice period (if any), as the case may be, or that the Securities will be redeemed by way of
automatic early redemption (dependent on the occurrence of a specified event). Unlimited Certificates
do not have a fixed redemption date and will be redeemable at the option of the Issuer and the
Certificateholders upon giving notice within the notice period (if any).

All relevant information relating to a particular issue of Securities such as type and conditions of the
Security, issue price, issue date, redemption or interest or other payment calculations or
specifications, underlying(s) (if any), market disruption, settlement disruption, adjustments, agents,
taxation, specific risk factors, offering, clearing system, ISIN or other national security code(s), listing,
form of securities and any further information are set forth in the relevant Final Terms.

SUMMARY OF RISK FACTORS

The purchase of Securities issued under the Programme is associated with certain risks. In respect of
Securities which require in view of their specific structure a special description of risk factors, risk
factors in addition to those set forth below will be described in the Final Terms relating to such
Securities.

No person should purchase the Securities unless that person understands the mechanics of the
Securities and the extent of that person's exposure to potential loss. Each prospective purchaser of
Securities should consider carefully whether the Securities are suitable for it in the light of such
purchaser's circumstances and financial position. In this context, investors should take into
consideration the risks of an investment in the Securities (risks relating to the Issuer as well as risks
relating to the type of the Securities and/or the underlying(s), if any) as well as the other information
contained in this Base Prospectus, any supplements and in the relevant Final Terms.

The occurrence of one or more of the risks disclosed in the Base Prospectus, any supplement and/or
the relevant Final Terms or any additional risks may lead to a material and sustained loss and,
depending on the structure of the Security, even result in the total loss of the capital invested by the
investor.

These risk warnings do not substitute advice by the investor's bank or by the investor's legal,
business or tax advisers, which should in any event be obtained by the investor in order to be
able to assess the consequences of an investment in the Securities. Investment decisions
should not be made solely on the basis of the risk warnings set out in this Base Prospectus,
any supplement or the relevant Final Terms since such information cannot serve as a
substitute for individual advice and information which is tailored to the requirements,
objectives, experience, knowledge and circumstances of the investor concerned.

A. RISK FACTORS RELATING TO THE SECURITIES

The Securities can be volatile instruments and involve the risk of a complete or partial loss of the
invested capital (including any incidental costs). The Securities may not be a suitable investment
for all investors. Each potential investor in the Securities must determine the suitability of that
investment in light of its own circumstances. In particular, each potential investor should:
Page 5

(a)
have sufficient knowledge and experience to make a meaningful evaluation of the Securities,
the merits and risks of investing in the Securities and the information contained or in-
corporated by reference in this Base Prospectus or any applicable supplement and all the
information contained in the relevant Final Terms;

(b)
have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its
particular financial situation, an investment in the Securities and the impact the Securities will
have on its overall investment portfolio;

(c)
have sufficient financial resources and liquidity to bear all of the risks of an investment in the
Securities;

(d)
understand thoroughly the terms of the Securities and be familiar with the behaviour of any
relevant underlying and the financial markets; and

(e)
be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for
economic, interest rate and other factors that may affect the value of its investment and be
able to bear the associated risks.

1. General Risks

The issue price of the Securities is based on internal pricing models of the Issuer and may be higher
than their market value due to commissions and/or other fees relating to the issue and sale of the
Securities (including a margin paid to distributors or third parties or retained by the Issuer) as well as
amounts relating to the hedging of the Issuer's obligations under such Securities, and the price, if any,
at which a person is willing to purchase such Securities in secondary market transactions may be
lower than the issue price of such Securities. In addition, pricing models of relevant market partici-
pants may differ or produce a different result.

Where the Issuer or a subsidiary or affiliate of the Issuer acts as index sponsor or as Calculation
Agent, potential conflicts of interest may exist between the Calculation Agent and holders of the
Securities or the index sponsor and the holders of the Securities. In addition, business transactions
entered into by the Issuer or any of its subsidiaries and affiliates may lead to conflicts of interest which
may affect the value of the Securities.

Hedging activities or other operations entered into by the Issuer or any of its subsidiaries and affiliates
may have a materially adverse effect on the value of the Securities.

Investors may not be able to enter into transactions which exclude or limit their risks under the
Securities.

The market for the Securities is influenced by the economic and market conditions, interest rates,
exchange rates and inflation rates in Europe and other industrialised countries and there can be no
assurance that events in Europe or elsewhere will not cause market volatility or that such volatility will
not adversely affect the value of Securities or that economic and market conditions will not have any
other adverse effect on the value of the Securities.

The price of the Securities as quoted by a market maker, if any, is not determined by the principle of
supply and demand and does not necessarily correspond to the theoretical value of the Securities.

There can be no assurance that a market making for the Securities will exist. Even if a market maker
regularly quoted buying and selling prices for the Securities of any issue, the Issuer assumes no legal
obligation regarding the level or quotation of such prices. Accordingly, investors should not rely on
being able sell the Securities during their term at a certain point in time or price.

The offer volume specified in the relevant Final Terms is no indication of which volume of Securities
will be actually issued and investors should not draw any conclusions as to the liquidity of the
Securities in the secondary market from the offer volume.

Page 6

If the purchase of Securities is financed through loans and there is a failure in payments of the Issuer
regarding the Securities or the price decreases considerably, the investor does not only have to
accept the loss incurred but also has to pay interest on and redeem the loan. Investors should never
assume that they will be able to repay the loan including interest out of the payments on the Securities
or in case of a sale of the Securities before maturity out of the proceeds from such sale.

The obligations under the Securities constitute direct, unconditional and unsecured obligations of the
Issuer and rank at least pari passu with all other unsecured and unsubordinated obligations of the
Issuer (save for such exceptions as may exist from time to time under applicable law).

In case of insolvency of Commerzbank as the Issuer, the holders of the Securities may lose part or all
of their claims to repayment of their invested capital. The Securities are neither secured by the
Deposit Protection Fund of the Association of German Banks (Einlagensicherungsfonds des
Bundesverbandes deutscher Banken e.V.) nor be the German Deposit Guarantee and Investor
Compensation Act (Einlagensicherungsfonds- und Anlegerentschädigungsgesetz).

A downgrading of the Issuer's credit rating may reduce the value of the Securities.

After an early redemption of the Securities the investor may only be able to reinvest the redemption
proceeds at significant adverse conditions.

The investment activities of certain investors are subject to legal investment laws and regulation, or
review or regulation by certain authorities.

If provided for in the applicable Final Terms all taxes or other duties payable at the level of the Issuer
or the holders of the Securities on payments made in relation to the Securities are to be borne by the
holders of the Securities. The Issuer will not pay any additional amounts to the holders of the
Securities on account of any such taxes or duties.

2. Risks relating to special types of Securities

The factors which are material for the purpose of assessing the risks associated with an investment in
Securities issued under this Base Prospectus will vary depending on the type of Securities issued, e.g.
whether it is a Note or a Certificate and what kind of Note or Certificate it is.

A key difference between Floating Rate Notes, Interest Structured Notes and Fixed Rate Notes is that
interest income on Floating Rate Notes and Interest Structured Notes cannot be anticipated. Due to
varying income, investors are not able to determine a definite yield of Floating Rate Notes and Interest
Structured Notes at the time of purchase, so that their return on investment cannot be compared with
that of investments having fixed interest rates.

Unlike the price of ordinary Floating Rate Notes, the price of Reverse Floating Rate Notes is highly
dependent on the yield of Fixed Rate Notes having the same maturity. Price fluctuations of Reverse
Floating Rate Notes are parallel to but substantially stronger than those of Fixed Rate Notes having a
similar maturity.

Changes in market interest rates have a substantially stronger impact on the prices of Zero Coupon
Notes than on the prices of ordinary Notes because the discounted issue prices are substantially
below par and these Notes do not pay any periodic interest during their term. Due to their leverage
effect, Zero Coupon Notes are a type of investment associated with a particularly high price risk.

The yield of Securities with a capped variable rate may be considerably lower than that of similar
Securities without a cap.

The market values of Securities issued at a substantial discount or premium tend to fluctuate more in
relation to general changes in interest rates than do prices for conventional interest-bearing Securities.

The potential early redemption of Securities may lead to negative deviations from the expected yield
and the redemption amount may be lower than the purchase price paid by the holder of such Security
or zero and thus the invested capital may be partially or completely lost.
Page 7

According to the terms and conditions of the Securities as set forth in the Final Terms the Issuer may
be entitled to make adjustments to the terms and conditions of the Securities or to early terminate the
Securities if certain circumstances occur. Any such adjustment may have a negative effect on the
value of the Securities and the redemption amount. The amount at which the Securities are redeemed
in the event of an early termination may be lower than the amount the holders of the Securities would
have received without such early termination. The redemption amount paid in the case of an early
termination may include a deduction in respect of early redemption unwind costs.

The potential early redemption of Securities may lead to negative deviations from the expected yield
and the redemption amount may be lower than the purchase price paid by the holder of such Security
or zero and thus the invested capital may be partially or completely lost.

The Issuer may have the right to determine market disruptions or other events which may lead to a
postponement of a calculation and/or of any payments or deliveries and which may affect the value of
the Securities.

If Certificates do not have a determined maturity but are open-ended, their term depends on an option-
al redemption elected by the holder of Securities or the Issuer, as the case may be, if provided for.

A holder of Securities denominated or with an underlying denominated in a foreign currency or where
the pay-out occurs in a foreign currency and a holder of Dual Currency Notes is exposed to the risk of
changes in currency exchange rates which may adversely affect the yield of such Securities.

Where the amount of interest payable and/or amounts payable and/or assets deliverable on
redemption of Securities may be determined by reference to a participation rate or leverage factor,
prospective investors should note that the effect of changes in the price or level of the underlying(s)
payable will be magnified.

An investment in the Securities entails additional significant risks that are not associated with
similar investments in a conventional fixed or floating rate debt security.

If the Final Terms for a particular issue of Securities provide that payments and/or deliveries depend
on an underlying, the relevant underlying and thus the payment and/or delivery obligations of the
Issuer under the Securities may be subject to significant changes, whether due to fluctuations in value
of underlying or, in the event of a basket or index, the composition of the index or basket.

If the Final Terms for a particular issue of Securities provide that the interest rate or other periodical
payments are linked to one or more underlying(s) it may result in an interest rate or other periodical
payment that is less than that payable on a conventional fixed rate debt security issued at the same
time, including the possibility that no interest will be paid or that no periodical payment will be made
and if the principal amount is linked to such underlying(s), the principal amount payable may be less
than the original purchase price of such Security including the possibility of no repayment at all.

The holder of a Security can lose all or a substantial portion of the principal amount of such Security
(whether payable at maturity or upon early redemption), and, if the principal amount is lost, interest
may cease to be payable on the Security.

The risks of investing in the Securities encompass both risks relating to the underlying(s) and
risks that are unique to the Securities as such.

The underlying to which the Securities are linked may cease to exist or may be substituted by another
underlying.

Furthermore, the value of the Securities on the secondary market is subject to greater levels of risk
than is the value of other securities as it is dependent on one or several underlyings. The perform-
ance of any underlying is subject to a series of factors, including economic, financial and political
events beyond the control of the Issuer. The secondary market, if any, for the Securities will be affect-
ed by a number of factors, irrespective of the creditworthiness of the Issuer and the value of the
respective underlying(s), including, without limitation, the volatility of the respective underlying(s), the
Page 8

time remaining to the maturity of such Securities, the amount outstanding of such Securities and
market interest rates.

The Final Terms may provide that, depending on the performance of the underlying(s) or another
condition, the Securities may be redeemed, in lieu of a cash payment, by the delivery of the under-
lying, any of the underlyings or other securities (the "Object of Physical Settlement"). Accordingly,
the investor will upon redemption of the Securities by physical settlement receive no amount
of money (or cash settlement only in part) but the Object of Physical Settlement.

The value of the Object of Physical Settlement may be substantially lower at the time of delivery of the
Object of Physical Settlement than at the time of purchase of the Securities (or the amount paid for the
purchase of the Securities), or than at the time at which it is decided whether physical or cash
settlement shall occur, or than at the valuation date, if any.

Investors have no claim against the issuer of an underlying in respect of obligations of the Issuer
under the Securities.

The value of respective underlying(s) depends on a number of interrelated factors, including
economic, financial and political events beyond the Issuer's control. Additionally, if the formula(e)
used to determine the amount of principal, premium and/or interest payable or the delivery obligations
with respect to the Securities, as the case may be, contains a participation rate or leverage factor, the
effect of any change in the respective underlying(s) will be increased. The historical experience of the
respective underlying(s) should not be taken as an indication of future performance of such
underlying(s) during the term of any Security. Additionally, there may be regulatory and other
ramifications associated with the ownership by certain investors of certain Securities.

Securities linked to an index or a basket of indices

Securities linked to an index or a basket of indices may involve one or more of the following index
specific risks:
· the value of an index is calculated on the basis of the value of its components. Changes in the
composition of an index may therefore adversely affect the value of the Securities and the
amounts payable under the Securities;

· if the components of an index reflect the performance of assets of some countries or some
industries only, investors are exposed to a concentration risk. In case of an unfavourable
development in the relevant country or industry, the index may be affected disproportionately by
this adverse development;

· investors should note that the selection of an index is not based on the expectations or estimates
of the Issuer or the Calculation Agent in respect of the future performance of the selected index.
Investors should thus make their own estimates in respect of the future performance of the
components of an index and the index itself on the basis of their own knowledge and sources of
information;

· if the Securities are linked to a price index, dividends paid out do (contrary to performance indices)
not cause an increase in the level of a price index. Investors do thus not participate in any
dividends or other distributions on the shares contained in the price index;

· the Issuer may not have any influence over the composition of the index by the index sponsor;

· the index sponsor assumes no liability vis-à-vis the holders of the Securities;

· the underlying index may not be a recognised financial index, but an index created for the issue of
the relevant Security. The index sponsor of such indices might not be independent from the
Issuer and may thus favour the interests of the Issuer over the interests of the holder of the
Securities;

Page 9

· the index may have an exposure to one or more currencies different from the currency in which
the Securities are denominated;

· fees may be included in the calculation of the index level which may reduce the index level to the
detriment of the investors; and

· the index level may not be updated continuously.

Securities linked to shares or a basket of shares

Securities linked to shares or a basket of shares are associated with particular risks, such as the risk
that the respective company will be rendered insolvent, the risk that the share price will fluctuate or
risks relating to dividends, over which the Issuer has no control. The performance of the shares
depends to a very significant extent on developments on the capital markets, which in turn depend on
the general global economic situation and more specific economic and political conditions. Shares in
companies with low to medium market capitalisation may be subject to even higher risks (e.g. relating
to their volatility or insolvency) than is the case for shares in larger companies. Moreover, shares in
companies with low capitalisation may be extremely illiquid as a result of low trading volumes.

Shares of companies with its statutory seat or with significant business operations in countries with
limited certainty of law are subject to additional risks such as, for instance, government interventions
or nationalisation which may lead to a total or partial loss of the invested capital or of access to the
capital invested in such country. The realisation of such risks may also lead to a total or partial loss of
the invested capital for holders of the Securities linked to such shares.

Holders of Securities that are linked to share prices do, contrary to investors which directly invest in
the shares, not receive dividends or other distributions payable to the holders of the underlying shares.

Securities linked to a bond or bonds

Investors in Securities linked to a bond or to various bonds are, in addition to the credit risk of
Commerzbank AG as Issuer of the Securities, exposed to the credit risk of the issuers of such
underlying bond(s). In the event that an issuer of an underlying bond does not punctually perform its
obligations under the bonds or if such an issuer becomes insolvent this may lead to a total loss of the
invested capital in the Securities linked to such bond. In addition, investors should be aware that a
deterioration in the creditworthiness of the issuer of an underlying bond during the term of the
Securities may lead to significant price losses in the secondary market for the Securities.

Securities linked to commodities

Investors in Securities linked to commodities are exposed to significant price risks as prices of
commodities are subject to great fluctuations. The prices of commodities are influenced by a number
of factors, including, inter alia, the following factors:

· A number of producers or producing countries of commodities have formed organizations or
cartels to regulate supply and therefore influence prices. Trading in commodities is subject to
regulations imposed by supervisory authorities or markets which may also influence the price
development;

· The cyclical supply and demand patterns of commodities may lead to strong price fluctuations.
· Direct investments in commodities are associated with costs for storage, insurance and taxes. In
addition, no interest or dividends are paid on commodities;
· An inflationary or deflationary development of prices may have a strong effect on the price
development of commodities;

· Commodities markets may be very illiquid and may therefore not be able to react rapidly and
sufficiently to changes in supply and demand. In case of low liquidity, speculative investments by
individual market participants may lead to price distortions;

Page 10