Obligation Kommerzbank AG 5.33% ( XS1016445618 ) en EUR

Kommerzbank AG

100 % ▲

Allemagne

XS1016445618 ( en EUR )

5.33% par an ( paiement annuel )

28/03/2022 - Obligation échue

Prospectus brochure de l'obligation Commerzbank AG XS1016445618 en EUR 5.33%, échue

100 000 EUR

4 000 000 EUR

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 Commerzbank AG (XS1016445618), émise en Allemagne pour un montant total de 4 000 000 EUR avec un minimum d'achat de 100 000 EUR, échéant le 28/03/2022 et offrant un taux d'intérêt de 5,33%, libellée en EUR, a atteint sa maturité et a été intégralement remboursée à 100%.

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

Base Prospectus

1 June 2018
COMMERZBANK AKTIENGESELLSCHAFT
Frankfurt am Main, Federal Republic of Germany
5,000,000,000
Credit Linked Note Programme
(the "Programme")
Application has been made to the Commission de Surveillance du Secteur Financier (the "CSSF") of
the Grand Duchy of Luxembourg in its capacity as competent authority (the "Competent Authority")
under the Luxembourg act relating to prospectuses for securities (Loi relative aux prospectus pour
valeurs mobilières) dated 10 July 2005, as amended ("Luxembourg Prospectus Law"), which
implements Directive 2003/71/EC of the European Parliament and of the Council of 4 November 2003
(as amended, including by Directive 2010/73/EU of the European Parliament and of the Council of 24
November 2010) (the "Prospectus Directive") into Luxembourg law for the approval of this Base
Prospectus and to the Luxembourg Stock Exchange to list the credit linked bearer notes issued under
the Programme (the "Notes") on the official list of the Luxembourg Stock Exchange and to trade Notes
to be issued under the Programme for the period of twelve months from the date of the publication of
this Prospectus on the Regulated Market "Bourse de Luxembourg" which is a regulated market for the
purposes of Directive 2014/65/EU of the European Parliament and of the Council of 15 May 2014 on
markets in financial instruments (as amended, "MiFID II") and amending Directives 2002/92/EC and
and Directive 2011/61/EU (recast). Notes may also be listed on any other stock exchange or may be
unlisted as specified in the relevant Final Terms (as defined herein). By approving the Prospectus,
CSSF does not give any undertaking as to the economical and financial soundness of the operation or
the quality or solvency of the Issuer in accordance with Article 7(7) of the Luxembourg Prospectus
Law.
The Notes or securities, if any, to be delivered upon any redemption of the Notes have not been and
will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or with any
securities regulatory authority of any state or other jurisdiction of the United States, and trading in the
Notes has not been approved by the U.S. Commodity Futures Trading Commission under the U.S.
Commodity Exchange Act. The Notes may be subject to U.S. tax law requirements. Subject to certain
exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the
account or benefit of, U.S. persons (as defined in the U.S. Internal Revenue Code of 1986, as
amended, and regulations thereunder and in Regulation S under the Securities Act). For more details,
see "Sel ing Restrictions", page 239 et seq. hereof.
Interests in Notes issued in the form of a Temporary Global Note wil be exchangeable, in whole or in
part, for interests in a Permanent Global Note on or after the date 40 days after the later of the
commencement of the offering and the relevant issue date, upon certification as to non-U.S. beneficial
ownership.
1

Table of Contents

Page
Summary ....................................................................................................................................... 3
Risk Factors ................................................................................................................................ 39
Risk Factors relating to the Notes ............................................................................................... 40
Risks related to the Credit Linkage ............................................................................................. 50
Risks related to the COMMERZBANK Group ............................................................................. 59
Important Notice about the Prospectus ....................................................................................... 60
General Information..................................................................................................................... 63
Documents incorporated by Reference....................................................................................... 70
Description of COMMERZBANK Aktiengesellschaft ................................................................... 73
Description of the Notes .............................................................................................................. 74
General Description of the Programme ....................................................................................... 74
General Information Concerning the Notes ................................................................................ 75
Specific Information Concerning the Credit Linkage of the Notes .............................................. 80
Instructions for the use of the Programme Terms and Conditions ............................................. 88
Programme Terms and Conditions (Notes which are represented either by a global note or
issued in dematerialised form under French law) ....................................................................... 89
FORM OF FINAL TERMS ......................................................................................................... 198
PART I ....................................................................................................................................... 201
PART II ...................................................................................................................................... 226
Taxation ..................................................................................................................................... 229
Selling Restrictions .................................................................................................................... 239
Address List ............................................................................................................................ A-244
2

Summary
Summaries are made up of disclosure requirements known as "Elements". These elements
are numbered in Sections A E (A.1 E.7).
This summary contains al the Elements required to be included in a summary for this type of
securities and Issuer. Because some Elements are not required to be addressed, there may
be gaps in the numbering sequence of the Elements.
Even though an Element may be required to be inserted in the summary because of the type
of securities and Issuer, it is possible that no relevant information can be given regarding the
Element. In this case a short description of the Element is included in the summary with the
mention of "not applicable".
Certain provisions of this summary appear in brackets. Such information wil be completed
or, where not relevant, deleted, in relation to a particular Series of Notes and the completed
summary in relation to such Series of Notes shal be appended to the relevant Final Terms.
Section A Introduction and warnings
Element
Description
of Disclosure requirement
Element
A.1
Warnings
This summary should be read as an introduction to the
Prospectus and the relevant Final Terms.
Any decision to invest in the Notes should be based on
consideration of the Prospectus as a whole and the relevant Final
Terms by the investor.
Where a claim relating to the information contained in the
Prospectus and the relevant Final Terms is brought before a court,
the plaintiff investor might, under the national legislation of the
EEA member states, have to bear the costs of translating the
Prospectus and the Final Terms before the legal proceedings are
initiated.
Liability attaches to those persons who express to be, or are,
responsible for the drawing up of the summary, including any
translation thereof, but only if the summary is misleading,
inaccurate or inconsistent when read together with the other parts
of the Prospectus or it does not provide, when read together with
the other parts of the Prospectus, all necessary key information.
A.2
Consent to the use
Not Applicable. The Notes are not being offered to the public in
of the Prospectus
circumstances where there is no exemption from the obligation
under the Prospectus Directive to publish a prospectus (a "Non-
exempt Offer").

3

Section B Issuer
Element
Description of
Disclosure requirement
Element
B.1
Legal and
The
legal
name
of
the
Bank
is
COMMERZBANK
commercial name of Aktiengesel schaft
(the
"Issuer",
the
"Bank"
or
the Issuer
"COMMERZBANK", together with its consolidated subsidiaries
"COMMERZBANK Group" or the "Group"), the commercial name
of the Bank is COMMERZBANK.
B.2
Domicile /Legal
The Issuer's domicile is in Frankfurt am Main, Federal Republic of
Form /Legislation
Germany.
/Country of
COMMERZBANK is a stock corporation established and operating
Incorporation
under German law and incorporated in the Federal Republic of
Germany.
B.4b
Known trends
The global financial market crisis and sovereign debt crisis in the
affecting the Issuer
eurozone in particular have put a very significant strain on the net
and the industries in assets, financial position and results of the operations of
which it operates
COMMERZBANK in the past, and it can be assumed that further
materially adverse effects for COMMERZBANK can also occur in
the future, in particular in the event of a renewed escalation of the
crisis.
B.5
Organisational
COMMERZBANK is the parent company of the COMMERZBANK
structure
Group. The COMMERZBANK Group holds directly and indirectly
equity participations in various companies.
B.9
Profit forecasts or
Not applicable.
estimates
The Issuer currently does not make profit forecasts or estimates.
B.10
Qualifications in the
Not applicable.
auditors' report on
Unqualified auditors' reports have been issued on the annual
the historical
financial statements and management report for the 2017 financial
financial information year as wel as on the consolidated financial statements and
management reports for the 2016 and 2017 financial years.
B.12
Selected key
The following table sets forth selected key financial information of
financial information
COMMERZBANK Group which has been derived from the
respective audited consolidated financial statements prepared in
accordance with IFRS as of 31 December 2016 and 2017 as wel
as from the condensed consolidated interim financial statements
as of 31 March 2018 (reviewed):
Balance Sheet
31 December 31 December
31 March
(m)
2016*)
2017**)
2018
Total assets .......................
480,436
452,493
470,032
4

Equity ................................ 29,573
30,041
29,047

January 
January March
December
Income Statement
(m)
2016
2017
2017***)
2018
Pre-tax profit or loss
..........................................
643
495
330
289
Consolidated profit
or loss****) ......................
279
156
229
250

*)
Figures in 2016 restated due to a change in reporting plus other restatements.
**)
Total assets and Equity as of 31 December 2017 were retrospectively adjusted due to
restatements and are reported at EUR 452,513 million (Total assets) and
EUR 30,046 million (Equity) in the unaudited consolidated interim financial
statements as of 31 March 2018.
***) Figures in 2017 adjusted due to restatements.
****) Insofar as attributable to Commerzbank shareholders.

Prospects of the
There has been no material adverse change in the prospects of
Issuer, significant
COMMERZBANK Group since 31 December 2017.
changes in the
Not applicable.
financial position
There has been no significant change in the financial position of
COMMERZBANK Group since 31 March 2018.
B.13
Recent events
Not applicable.
which are to a
There are no recent events particular to the Issuer which are to a
material extent
material extent relevant to the evaluation of the Issuer's solvency.
relevant to the
Issuer's solvency
B.14
Dependence of the
Not applicable.
Issuer upon other
As stated under element B.5 COMMERZBANK is the parent
entities within the
company of the COMMERZBANK Group and is not dependent
group
upon other entities within COMMERZBANK Group.
B.15
Issuer's principal
COMMERZBANK offers a comprehensive portfolio of banking and
activities, principal
capital markets services. Alongside its business in Germany, the
markets
Bank is also active internationally through its subsidiaries,
branches and investments. The focus of its international activities
lies in Poland and on the goal of providing comprehensive services
to German companies in Western Europe, Central and Eastern
Europe and Asia.
The COMMERZBANK Group is divided into the three operating
segments Private and Small-Business Customers, Corporate
Clients and Asset & Capital Recovery (ACR) as well as in the
Others and Consolidation division. Its business is focussed on two
customer segments, Private and Small-Business Customers and
Corporate Clients.
5

B.16
Control ing parties
Not applicable.
COMMERZBANK has not submitted its management to any other
company or person, for example on the basis of a domination
agreement, nor is it controlled by any other company or any other
person within the meaning of the German Securities Acquisition
and Takeover Act.
6

Section C Securities
Element
Description of
Disclosure requirement
Element
C.1
Type and class of
The obligations under these credit linked bearer notes (the
securities being
"Notes") constitute direct, unsecured and, subject to the
offered / security
occurrence of a Credit Event, unconditional obligations of the
identification
Issuer.
number
[Insert in the case of Notes which are represented by a global
note: The Notes will be issued in bearer form.]
[Insert in the case of Notes which are issued in
dematerialised form under French law: The Notes will be issued
in dematerialised form in accordance with the French Monetary
and Financial Code (Code monétaire et financier) as well as the
regulations, rules and operating procedures applicable to and/or
issued by Euroclear France S.A.]
The ISIN is [] [and the Common Code is []] [and the WKN is
[]].
[Insert for Series of Notes with respect to which the U.S.
Treasury Regulation § 1.163-5 (c)(2)(i)(C) ("TEFRA C") applies,
or for Notes with respect to which no TEFRA Rules apply: The
Notes will be represented by a Permanent Global Note.]
[Insert for Series of Notes with respect to which the U.S.
Treasury Regulation § 1.163-5 (c)(2)(i)(D) ("TEFRA D") applies:
The Notes will initially be represented by a Temporary Global
Note. The Temporary Global Note wil be exchanged for a
Permanent Global Note not earlier than 40 days after the relevant
issue date upon certification, subject to certain exceptions, of non-
U.S. beneficial ownership.]
The Notes are notes in respect of which [payment of interest and]
repayment [is][are] subject to the non-occurrence a Credit Event
with respect to [a][the specified] Reference [Entity][Entities]. A
Credit Event occurs if certain circumstances occurred (or threaten
to occur) having, from the perspective of the creditors of a
Reference Entity, economically adverse effects in relation to such
Reference Entity, in particular which affect the creditworthiness of
such Reference Entity, such as, for example, the Reference
Entity's default on its existing obligations or the insolvency of the
Reference Entity.
C.2
Currency
The Notes are issued in [].
C.5
Restrictions on free
Each issue of Notes will be made in accordance with the laws,
transferability
regulations and legal decrees and any restrictions applicable in
the relevant jurisdiction.
7

Any offer and sale of the Notes is subject to the selling restrictions
in particular in the United States, in the member states to the
Agreement on the European Economic Area (EEA), in France and
the United Kingdom.
C.8
Rights attached to
Rights attached to Securities
securities
Interest Payments
The Notes are [fixed rate Notes] [step-up Notes] [step-down
Notes] [floating rate Notes] [fixed-to-floating rate Notes] [Notes
with CMS as reference interest rate] [Notes in respect of which the
interest rate is determined by reference to an inflation index] [zero
coupon Notes].
[Insert in the case of credit linkage of interest payment: The
payment of interest depends on the non-occurrence of a Credit
Event with respect to one or more specified Reference Entities.]
[Insert in the case of a Fixed Rate Note: The Notes bear interest
on their Principal Amount at a rate of [interest rate] per cent. per
annum from and including [Interest Commencement Date] (the
"Interest Commencement Date") to but excluding [the Maturity
Date][date].
Interest is payable [annual y][semi-annually][quarterly][other time
period] in arrear on [Interest Payment Date(s)] of each year
(each an "Interest Payment Date"). [The first Interest Payment
Date shal be [first Interest Payment Date] [(first [long][short]
coupon)].] [The last Interest Payment Date shal be [the Maturity
Date][last Interest Payment Date]] [(last [long][short] coupon)].]
[Insert in the case of a Step-up and Step-down Note: The
Notes bear interest as from [Interest Commencement Date] (the
"Interest Commencement Date") (including) at a rate of:
[] per cent. per annum commencing on the Interest
Commencement Date (including) until [date] (excluding), and
[To be copied for further interest periods: [] per cent. per
annum commencing on the [date] (including) until [date]
(excluding), and]
[] per cent. per annum commencing on the [date] (including)
until the Maturity Date (excluding).
Interest is payable [annual y][semi-annually][quarterly][other time
period] in arrear on [Interest Payment Date(s)] of each year (the
or each an "Interest Payment Date"). [The first interest payment
shal be due on [first Interest Payment Date] [(first [long][short]
coupon)].] [The last Interest Payment Date shall be [the Maturity
Date][last Interest Payment Date] [(last [long][short] coupon)].]
]
[Insert in the case of a Floating Rate Note: The Notes bear
interest on their Principal Amount at an interest rate as from
8

[Interest Commencement Date] (the "Interest Commencement
Date") (including) up to the first Interest Payment Date (excluding)
and thereafter as from any Interest Payment Date (including) up to
the next following Interest Payment Date (excluding) (each such
period being an "Interest Period").
Interest is payable in arrear for each Interest Period on the
relevant Interest Payment Date. "Interest Payment Date" means
[Interest Payments Dates]. [The first Interest Payment Date shall
be [first Interest Payment Date] [(first [long][short] coupon)].]
[The last Interest Payment Date shal be [the Maturity Date][last
Interest Payment Date] [(last [long][short] coupon)].]
The interest rate for each Interest Period is equal to [[] per cent.
per annum][the reference interest rate] [[plus][minus] [margin]]
[and such aggregate] [multiplied by] [a factor of [factor] [and]
[n/N]] [[plus][minus] [margin]] [multiplied by a factor of
[factor][n/N]] and will be determined by [the Issuer] [name]
([also] the "Determination Agent").
[If the interest rate is equal to the reference interest rate
insert: The reference interest rate is [Number]-months
[EURIBOR][LIBOR][], expressed as a rate per annum published
on screen page [if EURIBOR: Reuters EURIBOR01][if LIBOR:
Reuters LIBOR01][] (or any successor page of the
aforementioned agency or a screen page of another agency) on
the interest determination date at or about [11:00 a.m. ([Frankfurt
am Main][London][other financial centre] time)][other time] for
deposits in the issue currency.]
[If structured interest accrual is applicable:
"N" means the actual number of Business Days in the relevant
Interest Period;
"n" means the number of Business Days in the relevant Interest
Period on which the [accrual rate][reference spread] is [greater
than [or equal to] the Minimum Barrier] [and] [less than [or equal
to] the Maximum Barrier]; [and]
["Maximum Barrier" means [][.][;] [and]]
["Minimum Barrier" means [].]
[The accrual rate is [if accrual rate is a deposit rate: [Number]-
months [EURIBOR][LIBOR][], expressed as a rate per annum
published on screen page [if EURIBOR: Reuters EURIBOR01][if
LIBOR: Reuters LIBOR01][] (or any successor page of the
aforementioned agency or a screen page of another agency) on
the interest determination date at or about [11:00 a.m. ([Frankfurt
am Main][London][other financial centre] time)][other time] for
deposits in the issue currency][if accrual rate is a CMS rate: the
rate published on screen page [Reuters page ISDAFIX2][] on the
interest determination date at or about [11.00 a.m. ([Frankfurt am
9

Main][London][other financial centre] time)][other time] for a
[Euro][other currency] denominated swap transaction with a
maturity of [] [years][months]].]
[The reference spread is [if accrual rate A is a deposit rate:
[Number]-months [EURIBOR][LIBOR][], expressed as a rate
per annum published on screen page [if EURIBOR: Reuters
EURIBOR01][if LIBOR: Reuters LIBOR01][] (or any successor
page of the aforementioned agency or a screen page of another
agency) on the interest determination date at or about [11:00 a.m.
([Frankfurt
am
Main][London][other
financial
centre]
time)][other time] for deposits in the issue currency][if reference
accrual rate A is a CMS rate: the rate published on screen page
[Reuters page ISDAFIX2][] on the interest determination date at
or about [11.00 a.m. ([Frankfurt am Main][London][other financial
centre] time)][other time] for a [Euro][other currency]
denominated swap transaction with a maturity of []
[years][months]] minus [if accrual rate B is a deposit rate:
[Number]-months [EURIBOR][LIBOR][], expressed as a rate
per annum published on screen page [if EURIBOR: Reuters
EURIBOR01][if LIBOR: Reuters LIBOR01][] (or any successor
page of the aforementioned agency or a screen page of another
agency) on the interest determination date at or about [11:00 a.m.
([Frankfurt
am
Main][London][other
financial
centre]
time)][other time] for deposits in the issue currency][if accrual
rate B is a CMS rate: the rate published on screen page [Reuters
page ISDAFIX2][] on the interest determination date at or about
[11.00 a.m. ([Frankfurt am Main][London][other financial centre]
time)][other time] for a [Euro][other currency] denominated
swap transaction with a maturity of [] [years][months]].]]
[[The] [minimum [reference] interest rate is [minimum rate]] [and
the] [maximum [reference] interest rate is [maximum rate]].]
]
[Insert in the case of a Fixed-to-Floating Rate Note: The Notes
provide for a fixed interest term where the Notes bear interest at a
rate of [fixed interest rate] as from [Interest Commencement
Date] (the "Interest Commencement Date") (including) until
[date] (excluding).
Interest during this fixed interest term is payable [annually][semi-
annually][quarterly][other time period] in arrear on [fixed
interest payment date(s)] of each year (each a "Fixed Interest
Payment Date"). The first Fixed Interest Payment Date shall be
[first Fixed Interest Payment Date] [(first [long][short] coupon)].
Following this fixed interest term the Notes provide for a floating
interest term for the period from [date] (including) to [the Maturity
Date][date] (excluding) where the Notes bear interest on their
Denomination at an interest rate as from [date] (including) up to
10