Obligation Kommerzbank AG 2% ( XS1370951490 ) en USD

Kommerzbank AG

100 % ▲

Allemagne

XS1370951490 ( en USD )

2% par an ( paiement annuel )

23/02/2020 - Obligation échue

Prospectus brochure de l'obligation Commerzbank AG XS1370951490 en USD 2%, 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 Kommerzbank AG ( Allemagne ) , en USD, avec le code ISIN XS1370951490, paye un coupon de 2% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 23/02/2020

This document comprises two base prospectuses with different categories of securities pursuant to Art.
22 para. (6) of the Commission Regulation (EC) No. 809/2004 of 29 April 2004 as amended (the
"Commission Regulation"): (i) a base prospectus regarding non equity securities within the meaning
of Art. 22 para. (6) no. (4) of the Commission Regulation and (ii) a base prospectus regarding
Pfandbriefe within the meaning of Art. 22 para. (6) no. (3) of the Commission Regulation (together, the
"Base Prospectus" or the "Prospectus").
Base Prospectus
16 August 2018
COMMERZBANK AKTIENGESELLSCHAFT
Frankfurt am Main, Federal Republic of Germany
40,000,000,000
Medium Term 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) ("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 Prospectus and to the Luxembourg Stock
Exchange to list notes (the "Notes" which expression includes public sector Pfandbriefe (Öffentliche
Pfandbriefe) and mortgage Pfandbriefe (Hypothekenpfandbriefe) (the "Pfandbriefe")) 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 the Council of 15 May 2014 on markets in financial instruments and amending Directive
2002/92/EC and Directive 2011/61/EU ("MiFID I "). Notes may also be listed on the regulated market of
the Frankfurt Stock Exchange or 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.
The Notes have not been and wil not be registered under the U.S. Securities Act of 1933 (the
"Securities Act") and the Notes are 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 U.S. persons.

Arranger

COMMERZBANK

Dealers

BOFA MERRILL LYNCH
BARCLAYS
BNP PARIBAS
COMMERZBANK
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
HSBC
J.P. MORGAN
UBS INVESTMENT BANK

Table of Contents
Page
Summary ................................................................................................................................................. 3
Zusammenfassung ................................................................................................................................ 30
Risk Factors ........................................................................................................................................... 60
Risk Factors relating to the COMMERZBANK Group ........................................................................... 61
Risk Factors relating to the Notes ......................................................................................................... 80
General Risks relating to the value of the Notes and related investment costs and expenses ......... 80
Risks relating to Special Types of Notes ........................................................................................... 84
Risk Factors relating to Pfandbriefe ................................................................................................... 91
Special investment risks referring to Notes denominated in Renminbi ............................................. 91
Important Notice about the Prospectus ................................................................................................. 97
Responsibility Statement ..................................................................................................................... 100
Consent to the Use of the Prospectus ................................................................................................. 101
Description of Commerzbank Aktiengesellschaft ................................................................................ 102
Description of the Notes ...................................................................................................................... 122
General Description of the Programme ........................................................................................... 122
General Information concerning the Notes ...................................................................................... 125
Instruction for the use of the Programme Terms and Conditions of the Notes ................................... 130
Programme Terms and Conditions of the Notes ................................................................................. 133
Form of Final Terms ............................................................................................................................. 327
Use of Proceeds .................................................................................................................................. 384
Taxation ............................................................................................................................................... 385
Sel ing Restrictions .............................................................................................................................. 390
General Information ............................................................................................................................. 397
Notification ....................................................................................................................................... 397
Availability of Documents ................................................................................................................. 397
Paying Agent .................................................................................................................................... 397
Authorisations .................................................................................................................................. 397
Clearing Systems ............................................................................................................................. 397
Supplements to the Prospectus ....................................................................................................... 397
Interest of Natural and Legal Persons involved in the Issue/Of er .................................................. 397
Public Offer of Notes during a Subscription Period ......................................................................... 398
Method for the Calculation of Yield .................................................................................................. 398
Websites .......................................................................................................................................... 398
Documents Incorporated by Reference ............................................................................................... 399
Address List ......................................................................................................................................... 401

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 all 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".

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.
Any decision to invest in the notes under the Programme (the
"Notes" which expression includes Pfandbriefe (as defined
below)) should be based on consideration of the Prospectus as a
whole by the investor.
Where a claim relating to the information contained in the Base
Prospectus is brought before a court, the plaintiff investor might,
under the national legislation of the Member States, have to bear
the costs of translating the Prospectus before the legal
proceedings are initiated.
Civil liability attaches only to those persons who have tabled 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, key information in order to aid investors when
considering whether to invest in the Notes.
A.2
Consent to the
[Not applicable. The Issuer does not consent to the use of the
use of the
Prospectus for the subsequent resale or final placement of the
Prospectus
Notes by financial intermediaries.] [[Each Dealer] [Name and
address] [and/or each further] [Each] financial intermediary
subsequently reselling or finally placing Notes [is] [are] entitled to
use the Prospectus for the subsequent resale or final placement
of the Notes during the period from [] to [], provided however,
that the Prospectus is stil valid in accordance with Article 11 (2) of
the Luxembourg act relating to prospectuses for securities (Loi
relative aux prospectus pour valeurs mobilières) which
implements Directive 2003/71/EC of the European Parliament and
of the Council of 4 November 2003 (as amended by Directive
2010/73/EU of the European Parliament and of the Council of
24 November 2010).

3

The Prospectus may only be delivered to potential investors
together with all supplements published before such delivery. Any
supplement to the Prospectus is available for viewing in electronic
form on the website of the Luxembourg Stock Exchange
(www.bourse.lu) and on the website of COMMERZBANK
(https://www.commerzbank.de/en/hauptnavigation/aktionaere/inf
ormationen_f_r_fremdkapitalgeber/emissionsprogramme/mtn_pr
ogramm/MTN_Programm_Vorspann.html).
When using the Prospectus, each Dealer and/or relevant further
financial intermediary must make certain that it complies with all
applicable laws and regulations in force in the respective
jurisdictions.
In the event of an offer being made by a Dealer and/or further
financial intermediary, the Dealer and/or further financial
intermediary shal provide information to investors on the terms
and conditions of the Notes at the time of that of er.]

Section B Issuer
Element
Description of
Disclosure requirement
Element
B.1
Legal and
The legal name of the Bank is COMMERZBANK
Commercial
Aktiengesel schaft, the commercial name is COMMERZBANK.
Name of the
Issuer
B.2
Domicile / Legal
The Bank's domicile is in Frankfurt am Main, Federal Republic of
Form / Legislation Germany ("Germany").
/ Country of
COMMERZBANK is a stock corporation established and operating
Incorporation
under German law and incorporated in Germany.
B.4b
Known trends
The global financial crisis and the sovereign debt crisis,
affecting the
particularly in the Eurozone, have had a significant material
Issuer and the
adverse effect on the Group's net assets, financial position and
industries in
results of operations. There can be no assurance that the Group
which it operates
wil not suffer futher material adverse effects in the future as wel ,
particularly in the event of a renewed escalation of the crisis.
B.5
Organisational
COMMERZBANK is the parent company of the COMMERZBANK
Structure
Group. 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
Not applicable.
the auditors'
Unqualified auditors' reports have been issued on the annual
report on the
financial statements for the 2017 financial year as well as on the
historical financial consolidated financial statements for the 2016 and 2017 financial
information
years.

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B.12
Selected key
The following table sets forth selected key financial information of
financial
the COMMERZBANK Group which has been derived from the
information, No
respective audited consolidated financial statements prepared in
material adverse
accordance with IFRS as adopted by the European Union as of
change in the
31 December 2016 and 2017 as well as from the reviewed
prospects of the
consolidated interim financial statements as of 30 June 2018:
Issuer, Significant
31 December
31 December
30 June
changes in the
Balance Sheet (m)
2016*)
2017**)
2018****)
financial position
Total assets.................
480,436
452,493
487,537
Equity.........................
29,573
30,041
29,138

January December
January June
Income Statement (m)
2016
2017
2017***)
2018****)
Pre-tax profit or
loss..........
643
495
-302
689
Consolidated profit or
loss*****)........................ .
279
156
-414
533
*) 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 in the
unaudited consolidated interim financial statements as of 30 June 2018 due to
restatements in the unaudited consolidated interim financial statements as of
30 June 2018 and are reported at EUR 452,513 mil ion (Total assets) and EUR 30,035
million (Equity).
***) Figures for January to June 2017 adjusted due to restatements.
****) COMMERZBANK Group has applied IFRS 9 since 1 January 2018. In accordance with
the transitional provisions of IFRS 9, the comparable figures were not restated.
*****) Insofar as attributable to COMMERZBANK shareholders.

There has been no material adverse change in the prospects of
the COMMERZBANK Group since 31 December 2017.
Not applicable. There has been no significant change in the
financial position of the COMMERZBANK Group since 30 June
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
Not applicable.
the Issuer upon
As stated under item B.5 COMMERZBANK is the parent company
other entities
of the COMMERZBANK Group and is not dependent upon other
within the group
entities within COMMERZBANK Group.
B.15
Issuer's principal
COMMERZBANK offers a comprehensive portfolio of banking and
activities
capital markets services. Alongside its business in Germany, the
Bank is also active international y 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 currently has three operating
segments; Private and Small-Business Customers, Corporate

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Clients and Asset & Capital Recovery (ACR), plus the Others and
Consolidation division. Its business is focussed on two customer
segments, Private and Small-Business Customers and Corporate
Clients.
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 (Wertpapiererwerbs- und Übernahmegesetz).
B.17
Credit ratings
COMMERZBANK is rated by Moody's Investors Service, Inc.
("Moody's"), Standard & Poor's Financial Services LLC ("S & P"),

Fitch Ratings, Inc. ("Fitch") and Scope Ratings AG ("Scope").
As of the Date of this Base Prospectus the long-term and short-
term debt ratings were as fol ows:
Rating
Long-term rating
Short-term
agency
rating

"Preferred"
"Non-
Subordi-
Public

senior
preferred"
nated debt
Sector
unsecured
senior
(Tier 2)
Pfand-
debt
unsecured
briefe/
debt
Mortgage
Pfand-
briefe
Moody's
Investors
Service, Inc.
A1
Baa1
Baa3
Aaa
P-1
("Moody's")
Standard &
Poor's
Financial
A-
BBB
BBB-

A-2
Services LLC
("S & P")
Fitch
Ratings, Inc.
A-
BBB+
BBB

F2
("Fitch")
Scope
Ratings AG
A
A-
BBB

S-1
("Scope")

[Not applicable. The Notes are not rated.] [The Notes [have been]
[are expected to be] rated as follows by [Fitch] [,] [and] [Moody's]
[,] [and] [Standard & Poor's] [and] [Scope]: [Insert rating
information relating to the Notes].]

Section C Securities
Element
Description of
Disclosure requirement
Element
C.1
Type and class of
The Notes may be issued as senior Notes (including public sector
securities being
Pfandbriefe (Öffentliche Pfandbriefe) and mortgage Pfandbriefe
offered / Security
(Hypothekenpfandbriefe) (the "Pfandbriefe")) or subordinated
identification
Notes (except for Pfandbriefe). In addition, the senior Notes
number
(excluding Pfandbriefe) can be eligible liabilities instruments.

6

The Notes are [fixed rate Notes] [step-up Notes] [step-down
Notes] [zero coupon Notes] [floating rate Notes] [reverse floating
rate Notes] [fixed-to-floating rate Notes] [fixed-to-fixed resettable
rate Notes] [fixed rate Pfandbriefe] [zero coupon Pfandbriefe]
[floating rate Pfandbriefe] [Jumbo Pfandbriefe].
The ISIN is [] [and] [,] the Common Code is [] [and the WKN is
[]].
C.2
Currency
[Insert for Jumbo Pfandbriefe: The Pfandbriefe are issued in
Euro.]
[Insert for Notes and Pfandbriefe other than Jumbo
Pfandbriefe: The [Notes][Pfandbriefe] are issued in [].]
C.5
Restrictions on
Not applicable. The Notes are freely transferable.
free transferability
C.8
Rights attached to Rights attached to Securities
securities, ranking, Interest Payments
limitation of these
rights
The Notes are [fixed rate Notes] [step-up Notes] [step-down
Notes] [zero coupon Notes] [floating rate Notes] [reverse floating
rate Notes] [fixed-to-floating rate Notes] [fixed-to-fixed resettable
rate Notes] [fixed rate Pfandbriefe] [zero coupon Pfandbriefe]
[floating rate Pfandbriefe] [Jumbo Pfandbriefe].
Repayment
The Notes provide for repayment at par on the Maturity Date.
Early Redemption
[Insert in the case of Jumbo Pfandbriefe or Pfandbriefe
without a call option:
Neither the Issuer nor the Pfandbriefholders are entitled to redeem
the Pfandbriefe early or to put the Pfandbriefe for early
redemption, respectively, prior to the Maturity Date.]
[Insert in the case of Pfandbriefe with a call option:
The Issuer has the right to redeem the Pfandbriefe prior to the
Maturity Date on [date(s)], subject to prior publication of
accordant notice.]
[Insert in the case of unsubordinated Notes (other than
Pfandbriefe):
The Issuer is entitled to redeem the Notes prior to the Maturity
Date for taxation reasons.]
[Insert in the case of a call option of the Issuer:
In addition, the Issuer has the right to redeem the Notes prior to
the Maturity Date on [date(s)], subject to prior publication of
accordant notice.]

7

[Insert in the case of a put option of the Noteholder:
[In addition, [e][E]ach Noteholder is entitled to cal its Notes for
early repayment on [date(s)], subject to prior written notice to the
principal paying agent.]]
[Insert in the case of subordinated Notes (other than
Pfandbriefe):
The Issuer is entitled to redeem the Notes prior to the Maturity
Date for taxation reasons and if the Notes are no longer fully
recognised as Tier 2 capital of the Issuer or the Issuer together
with consolidated subsidiaries.]
Ranking
[Insert in the case of preferred senior Notes (other than
Pfandbriefe):
The obligations under the preferred senior Notes constitute
unsecured, preferred and unsubordinated obligations of the
Issuer. In the event of resolution measures imposed on the Issuer
and in the event of the dissolution, liquidation, insolvency,
composition or other proceedings for the avoidance of insolvency
of, or against, the Issuer, (a) the obligations under the preferred
senior Notes rank pari passu among themselves and pari passu
with obligations of the Issuer under al other unsecured, preferred
and unsubordinated obligations of the Issuer within the meaning
of § 38 of the German Insolvency Code (Insolvenzordnung), which
are not debt instruments (Schuldtitel) within the meaning of the
following paragraph (b)(i) and (i ), (b) the obligations under the
preferred senior Notes rank senior to (i) all unsecured, non-
preferred and unsubordinated obligations of the Issuer under debt
instruments (Schuldtitel) within the meaning of Section 46f para 6,
first sentence of the German Banking Act (Kreditwesengesetz) as
in effect as from 21 July 2018, (i ) all unsecured and
unsubordinated obligations under debt instruments (Schuldtitel)
within the meaning of Section 46f para 6, first sentence of the
German Banking Act (Kreditwesengesetz) in the version of
23 December 2016 and (i i) all subordinated obligations of the
Issuer within the meaning of § 39 of the German Insolvency Code
(Insolvenzordnung) and (c) the obligations under the preferred
senior Notes wil be fully subordinated to al obligations of the
Issuer required to be preferred by mandatory provisions of law),
so that in any such event no amounts wil be payable in respect of
the Notes until all obligations of the Issuer required to be preferred
by mandatory provisions of law have been satisfied in full.
Furthermore, no Noteholder may set-off any claims arising under
the preferred senior Notes against any claims that the Issuer may
have against it and no security of whatever kind securing the
obligations of the Issuer under the preferred senior Notes is, or
shall at any time be, provided by the Issuer or any other person to
the Noteholders.]

8

[Insert in the case of non-preferred senior Notes (other than
Pfandbriefe):
The obligations under the non-preferred senior Notes constitute
unsecured, non-preferred and unsubordinated obligations of the
Issuer under debt instruments within the meaning of Section 46f
para 6, first sentence of the German Banking Act
(Kreditwesengesetz). In the event of resolution measures
imposed on the Issuer and in the event of the dissolution,
liquidation, insolvency, composition or other proceedings for the
avoidance of insolvency of, or against, the Issuer, (a) the
obligations under the non-preferred senior Notes rank pari passu
among themselves and pari passu with obligations of the Issuer
under (i) al other unsecured, non-preferred and unsubordinated
obligations of the Issuer under debt instruments (Schuldtitel)
within the meaning of Section 46f para 6, first sentence of the
German Banking Act (Kreditwesengesetz) as in effect as from
21 July 2018 and (i ) al unsecured and unsubordinated
obligations under debt instruments (Schuldtitel) within the
meaning of Section 46f para 6, first sentence of the German
Banking Act (Kreditwesengesetz) in the version of 23 December
2016, (b) the obligations under the non-preferred senior Notes
rank senior to all subordinated obligations of the Issuer within the
meaning of Section 39 of the German Insolvency Code
(Insolvenzordnung) and (c) the obligations under the non-
preferred senior Notes wil be fully subordinated to al unsecured
and unsubordinated obligations of the Issuer within the meaning
of § 38 of the German Insolvency Code (Insolvenzordnung) that
do not fall under paragraph (a) above and all obligations of the
Issuer required to be preferred by mandatory provisions of law so
that in any such event no amounts wil be payable in respect of
the Notes until al unsecured and unsubordinated obligations of
the Issuer within the meaning of § 38 of the German Insolvency
Code (Insolvenzordnung) that do not fall under paragraph (a)
above and all obligations of the Issuer required to be preferred by
mandatory provisions of law have been satisfied in full.]
[Insert in the case of subordinated Notes (other than
Pfandbriefe):
The subordinated Notes constitute direct, unsecured,
unconditional and subordinated obligations of the Issuer and rank
pari passu among themselves. In the event of resolution measures
imposed on the Issuer and in the event of the dissolution,
liquidation, insolvency, composition or other proceedings for the
avoidance of insolvency of, or against, the Issuer, any claims of
the Noteholders under the Notes wil be whol y subordinated to the
claims of all unsubordinated creditors of the Issuer. The claims
under the subordinated Notes shall, however, rank senior to all
subordinated claims against the Issuer that pursuant to their terms
or under applicable law rank, or are expressed to rank,
subordinated to the claims under the Notes and rank senior to the
claims of the holders of Additional Tier 1 instruments of the Issuer

9

pursuant to Article 52 et seq. of the Regulation (EU) No 575/2013
of the European Parliament and of the Council on prudential
requirements for credit institutions and investment firms, dated
26 June 2013, as amended, supplemented or replaced from time
to time (the "CRR").]
[Insert in the case of Pfandbriefe:
The obligations under the Pfandbriefe constitute unsubordinated
obligations of the Issuer ranking pari passu without any preference
among themselves. The Pfandbriefe are covered in accordance
with the Pfandbrief Act (Pfandbriefgesetz) and in the event of the
Issuer's liquidation or insolvency rank pari passu with all other
obligations of the Issuer under [public sector Pfandbriefe]
[mortgage Pfandbriefe].]
Presentation Periods, Prescription
The rights to payment of principal and interest (if any) under the
Notes are subject to prescription within a period of two years. The
prescription period begins at the end of the period during which
the Notes must be duly presented which is reduced to 10 years.
C.9
Interest /
Please see item C.8.
Redemption / Yield
/ Representation
Interest
of debt security
[Insert in the case of a Fixed Rate Note or Fixed Rate
holders
Pfandbrief: The [Notes][Pfandbriefe] bear interest 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. Interest is payable
[annually/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 Jumbo Pfandbrief: The Pfandbriefe bear
interest at a rate of [interest rate] per cent. per annum as from
[Interest Commencement Date] (the "Interest Commencement
Date") (including) until the Maturity Date (excluding). Interest is
payable annually in arrear on [Interest Payment Date(s)] of each
year (each an "Interest Payment Date"). 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)].]
[Insert in the case of a Step-up and Step-down Note or a Step-
up and Step-down Pfandbrief: The [Notes] [Pfandbriefe] bear
interest as from [Interest Commencement Date] (the "Interest
Commencement Date") (including) at a rate of:

10