Obbligazione Kommerzbank AG 0% ( XS1651867613 ) in USD

Kommerzbank AG

100 USD ▲

Germania

XS1651867613 ( in USD )

06/07/2020 - Obbligazione è scaduto

Prospetto opuscolo dell'obbligazione COMMERZBANK AG XS1651867613 in USD 0%, scaduta

Commerzbank AG è una delle maggiori banche tedesche, attiva nei servizi finanziari per privati, aziende e istituzioni.

The Obbligazione issued by Kommerzbank AG ( Germany ) , in USD, with the ISIN code XS1651867613, pays a coupon of 0% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 06/07/2020

COMMERZBANK AKTIENGESELLSCHAFT
Frankfurt am Main
Equity and Non-Equity Credit Linked
Notes/Equity and Non-Equity Credit Linked
Certificates Programme
as of 21 September 2018

This programme (the "Programme") relating to the issuance of equity and non-equity credit
liked notes (the "Notes") and equity and non-equity credit linked certificates (the
"Certificates") (together the "Securities"), together with the registration document dated
13 September 2018 of Commerzbank Aktiengesel schaft, as supplemented from time to time
(the "Registration Document"), constitutes an information memorandum (the "Information
Memorandum"). This Programme replaces and supersedes the Equity and Non-Equity
Credit Linked Notes/Equity and Non-Equity Credit Linked Certificates Programme as of
19 September 2017. For the purpose of listing and/or trading Notes or Certificates to be
issued under the Programme on the Official List of the Luxembourg Stock Exchange and to
trade them on the Euro MTF Market of the Luxembourg Stock Exchange, this Information
Memorandum has been accepted as the listing prospectus according to the rules and
regulations of the Luxembourg Stock Exchange and Part IV to the Luxembourg law dated
10 July 2005 on Prospectuses for Securities, as amended. Upon such acceptance
application may be made for Notes or Certificates issued under the Programme during a
period of 12 months from the date of this Information Memorandum to be listed and/or
admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. The Euro
MTF Market of the Luxembourg Stock Exchange is neither a regulated market for the
purposes of Directive 2003/71/EC (the "Prospectus Directive") as amended (which includes
the amendments made by Directive 2010/73/EU (the "2010 PD Amending Directive") to the
extent that such amendments have been implemented in a relevant Member State of the
European Economic Area) nor a regulated market for the purposes of the Markets in
Financial Instruments Directive (Directive 2004/39/EC) ("MiFID"). The conditions and
timetable of each issue of Securities shal be subject to the final terms (the "Final Terms").
For each issue of Securities under the Programme, the relevant Final Terms wil be
published in a separate document. The complete information on a specific issue of
Securities wil always result from the Information Memorandum (including any supplements
thereto) in combination with the relevant Final Terms.

THIS INFORMATION MEMORANDUM DOES NOT CONSTITUTE A PROSPECTUS FOR
THE PURPOSES OF ARTICLE 5.4 OF THE PROSPECTUS DIRECTIVE.

CONTENT

SUMMARY
3
A.
GENERAL DESCRIPTION OF THE INFORMATION MEMORANDUM
3
B.
SUMMARY OF THE TERMS AND CONDITIONS OF THE SECURITIES
5
C.
SUMMARY RISK FACTORS RELATING TO THE SECURITIES
14
D.
SUMMARY OF INFORMATION RELATING TO COMMERZBANK
AKTIENGESELLSCHAFT
17
E.
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE S.A.
19
F.
DESCRIPTION OF SG ISSUER S.A.
22
G.
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE EFFEKTEN GMBH
28
H.
DESCRIPTION OF THE PARENT GUARANTEE OF SOCIÉTÉ GÉNÉRALE S.A.

32
DOCUMENTS INCORPORATED BY REFERENCE
34
RISK FACTORS
42
A.
RISK FACTORS RELATING TO THE SECURITIES
43
General Risks
45
Risks relating to the credit linkage of the Securities
56
Market Volatility And Other Factors
57
Specific Risk Factors relating to Securities Credit linked to Reference Bonds
58
Specific Risk Factors relating to Securities Credit linked to a Deposit
59
Specific Risk Factors relating to Standard equity Credit Linked Securities
59
Specific Risk Factors relating to Non-equity Credit Linked Securities
62
Risks relating to special pay-out structures of the Securities in addition to the credit
linkage
64
Risk Factors relating to the Underlying(s)
71
B.
RISK FACTORS RELATING TO THE COMMERZBANK GROUP
85
C.
RISK RELATING TO SOCIÉTÉ GÉNÉRALE S.A., SG ISSUER S.A. AND SOCIÉTÉ GÉNÉRALE
EFFEKTEN GMBH AS NEW SG ISSUER
86
GENERAL INFORMATION
91
TAXATION
103
SELLING RESTRICTIONS
106
TERMS AND CONDITIONS OF THE NOTES
112
TERMS AND CONDITIONS OF THE CERTIFICATES
262
FORM OF FINAL TERMS
398

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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 (the "Notes") and the certificates (the
"Certificates") (together, the "Securities") that can be issued under this Programme. This summary is
not exhaustive. It should be read as an introduction to this Programme. Investors should base any
decision to invest in the Securities on a review of this Information Memorandum as a whole (including
any supplements thereto) as well as the relevant final terms (the "Final Terms") and especially the
risk factors contained therein.

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; such liability, however, applies only if the summary and the translation (if any) are
misleading, inaccurate or inconsistent when read together with the other parts of this Information
Memorandum and the relevant Final Terms.

Where a claim relating to information contained in this Information Memorandum 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 this Information Memorandum (including any supplements thereto) and
the relevant Final Terms before the legal proceedings are initiated.

A. GENERAL DESCRIPTION OF THE INFORMATION MEMORANDUM

Issuer

Commerzbank Aktiengesel schaft

New SG-Issuer

In case of an Issuer-SG Substitution (see risk factor "Substitution of the Issuer" and Alternative 2 of
§ 13 or § 14 (as the case may be) of "SUBSTITUTION OF THE ISSUER" of the Terms and Conditions
below), all of the Issuer's obligations pursuant to the Securities may be transferred to Société
Générale S.A ("Société Générale"), SG Issuer S.A. ("SGIS") or Société Générale Effekten GmbH
("SGE") (each, as applicable, the "New SG Issuer").

Calculation Agent

Commerzbank Aktiengesel schaft

Paying Agent

Commerzbank Aktiengesellschaft, Frankfurt am Main, shal be Principal Paying Agent. The Issuer is
entitled to appoint other banks of international standing as Principal Paying Agent or additional Paying
Agents.

Regulatory Matters

Any issue of Notes denominated in a currency in respect of which particular laws, regulations,
guidelines, policies and central bank requirements apply will only be issued in circumstances which
comply with such laws, regulations, guidelines, policies and central bank requirements from time to
time.

Listing

Application will be made to the Luxembourg Stock Exchange for Securities issued under the
Programme in the period of twelve months from the date of the publication of this Information
Memorandum to be admitted to trading on the Luxembourg Stock Exchange on the Euro MTF Market
Luxembourg Stock Exchange and to be listed on the official list of the Luxembourg Stock Exchange.
-3-

Upon such acceptance application may be made for Notes or Certificates issued under the
Programme during a period of 12 months from the date of this Information Memorandum to be listed
and/or admitted to trading on the Euro MTF Market of the Luxembourg Stock Exchange. The Euro
MTF Market of the Luxembourg Stock Exchange is neither a regulated market for the purposes of
Directive 2003/71/EC as amended (which includes the amendments made by Directive 2010/73/EU to
the extent that such amendments have been implemented in a relevant Member State of the
European Economic Area) nor a regulated market for the purposes of the Markets in Financial
Instruments Directive (Directive 2004/39/EC). However, the Securities may be listed on any other
unregulated market or may be unlisted as specified in the relevant Final Terms.

Selling Restrictions

Each issue of Notes will be made in accordance with the laws, regulations and legal decrees and any
restrictions applicable in the relevant jurisdiction. Any offer and sale of the Notes is subject to the
selling restrictions in particular in the member states to the Agreement on the European Economic
Area (EEA), in the United States and in the United Kingdom.
-4-

B. SUMMARY OF THE TERMS AND CONDITIONS OF THE SECURITIES

Form of Notes

The Notes shal be issued in bearer form. Series of Notes with respect to which U.S. Treasury
Regulation § 1.163-5 (c)(2)(i)(C) apply, or which are issued in circumstances in which such Notes will
not constitute "registration required obligations for U.S. federal income tax purposes, wil be
represented by a Permanent Global Note. Series of Notes with respect to which U.S. Treasury
Regulation § 1.163-5 (c)(2)(i)(D) apply wil initial y 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 of non-US beneficial ownership.

Payments under the Notes

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

1. which subject to the occurrence of a Relevant Credit Event bear:

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

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

(c)
interest whereby the interest rate or interest amount is to be determined by reference to one
or more interest rates or swap rates, shares or any other equity instruments, indices,
commodities or commodity indices or commodity futures contracts, funds, exchange traded
funds, currency exchange rates (each an "Underlying"), a basket or index consisting of any
of the before-mentioned and/or formula(e) for some or all interest periods, provided that with
respect to interest periods for which the interest rate or interest amount is not determined in
such a way the Notes may bear interest at a floating rate or fixed rate ("Interest Structured
Notes"), and

2. where subject to the occurrence of a Relevant Credit Event the redemption amount may either:

(a)
be at par, or

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

(c)
be determined by reference to one or more Underlyings, a basket or index consisting of any
of the before-mentioned and/or formula(e) ("Redemption Structured Notes"); or

(d)
be, instead of a redemption in cash, substituted by delivery of obligations of a Reference
Entity.

3. Payments of interest and/or redemption amounts will in addition be credit linked to

(a) a specified Reference Bond of a corporate or sovereign issuer or a basket of Reference
Bonds ("Notes credit linked to a single Reference Bond" or "Notes credit linked to a
basket of Reference Bonds", respectively, and together "Notes credit linked to
Reference Bonds"), or

(b) a specified money deposit/account, money market account, Schuldschein loan or any
similar deposit or account (each a "Deposit") held with a bank or financial institution ("Notes
credit linked to a Deposit"), or

(c)
the general creditworthiness of a specified Reference Entity or a basket of Reference
Entities ("Standard Equity Credit Linked Notes (single name)" or "Standard Equity
Credit Linked Notes (basket)", respectively, and together "Standard Equity Credit
Linked Notes") and "Non-Equity Credit Linked Notes (single name)" or "Non-Equity
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Credit Linked Notes (basket, first-to-default)" or "Non-Equity Credit Linked Notes
(linear basket)", respectively, and together "Non-Equity Credit Linked Notes").

If a Relevant Credit Event has occurred with respect to

(A) the specified Reference Bond (in the case of Notes credit linked to a single Reference
Bond), or

(B) one or more of the Reference Bonds in the basket (in the case of Notes credit linked to a
basket of Reference Bonds), or

(C) the Deposit (in the case of Notes credit linked to a Deposit), or

(D) the specified Reference Entity (in the case of Standard Equity Credit Linked Notes (single
name) or Non-Equity Credit Linked Notes (single name)), or

(E) one or more of the Reference Entities in the basket (in the case of Standard Equity Credit
Linked Notes (basket) or Non-Equity Credit Linked Notes (linear basket)), or

(F)
only the first Reference Entity (First-to-default) in the basket (in the case of Standard
Equity Credit Linked Notes (basket) or Non-Equity Credit Linked Notes (basket, first-to-
default)),

then the following will apply:

(a)
(i) the Notes will cease to bear interest (if any) as of the preceding Interest Payment Date or
the Event Determination Date, as specified in the Final Terms, or,

(i ) in the case of Standard Equity Credit Linked Notes (basket) other than First-to-default
Notes, the Notes wil bear interest (if any) only with respect to such part of the Denomination
that corresponds to the Aggregate Non Affected Weighting (i.e. the ratio of the Reference
Entities in the basket that have not been affected by a Credit Event) as of the last calendar
day of the relevant Interest Period, or

(i i) in the case of Non-Equity Credit Linked Notes (linear basket), the Notes will bear interest
(if any) only with respect to the Adjusted Principal Amount, and

(b)
the Notes will be redeemed either early or at maturity at a redemption amount which wil be
affected by

(i)
the Bond Amount in Default of the Affected Reference Bonds, or

(i i) the Deposit Amount in Default of the Deposit, or

(i i) the Final Value of a Deliverable Obligation or Selected Obligation, if no Auction
Settlement applies, of the Affected Reference Entity (in the case of Standard Equity
Credit Linked Notes), or

(iv) the Final Price with respect to the Affected Reference Entity (in the case of Non-
Equity Credit Linked Notes (single name) or Non-Equity Credit Linked Notes (basket,
first to default); or

(v)
the Adjusted Principal Amount (in the case of Non-Equity Credit Linked Notes (linear
basket); or

(c) the Notes wil be redeemed either early or at maturity by delivery of the Physical Settlement
Amount.

The Final Terms may therefore provide for the following redemption formula or any other formula
specified therein:

-6-

(I)
in the case of Notes linked to a single Reference Bond, the Notes will be redeemed at
the Adjusted Crystal ised Value, which will be determined as follows:

(1) Crystal ised Value (being the value of each Note immediately prior to the Event
Determination Date), less

(2) the Bond Amount in Default, less

(3) Unwind Costs, plus

(4) Interest Adjustment Amount (al as specified in the relevant Final Terms);

(II)
in the case of Notes linked to a basket of Reference Bonds, which will be determined
as follows:

(1) Performance Amount, plus

(2) Credit Linked Recovery Amount, plus

(3) Interest Adjustment Amount (al as specified in the relevant Final Terms),

provided that the Performance Amount may be determined on the basis of a pro rata
unwind or a total unwind of the hedging positions and arrangements entered into by
the Issuer or any of its affiliates with respect to the Notes as specified in the relevant
Final Terms,

(III) in the case of Notes linked to a Deposit, the Notes wil be redeemed at the Adjusted
Crystallised Value, which will be determined as follows:

(1) Crystallised Value (being the value of all Note immediately prior to the Event
Determination Date), less

(2) the Deposit Amount in Default, less

(3) Unwind Costs, plus

(4) Interest Adjustment Amount (al as specified in the relevant Final Terms), and

(5) the sum of (1) through (4) being divided by the Outstanding Aggregate Principal
Amount;

(IV) in the case of Standard Equity Credit linked Notes, which will be determined as
follows:

(1) Performance Amount, plus

(2) Credit Linked Recovery Amount, plus

(3) Interest Adjustment Amount (al as specified in the relevant Final Terms),

provided that, in the case of a Standard Equity Credit Linked Notes (basket) other
than First-to-default Notes, the Performance Amount may be determined on the basis
of a pro rata unwind or a total unwind of the hedging positions and arrangements
entered into by the Issuer or any of its affiliates with respect to the Notes as specified
in the relevant Final Terms;

(V) in the case of Non-Equity Credit linked Notes (single name) and Non-Equity Credit
linked Notes (basket, first-to-default) the Notes wil be redeemed at the Cash
Settlement Amount, which will be determined as follows:

(1) Final Price multiplied by

-7-

(2) Denomination multiplied by

(3) Unwind Costs (if applicable) (al as specified in the relevant Final Terms),

(VI) in the case of Non-Equity Credit linked Notes (linear basket) the Notes will be
redeemed at the Adjusted Principal Amount, which will be determined as follows:

(1) Principal Amount, less

(2) Weighted Amount with respect to any Affected Reference Entity, less

(3) Unwind Costs (if applicable) (al as specified in the relevant Final Terms).

4. "Relevant Credit Event" means either (i) the occurrence of a Credit Event and delivery of a Credit
Event Notice by the Issuer within the specified notice periods or (i ) the occurrence of a Credit Event
and an Event Determination Date within the specified time periods, as provided for in the relevant
Final Terms.

Early Redemption

The relevant Final Terms will set out the events that may lead to an early redemption of the Notes, in
particular due to certain disruption events relating to the relevant Underlying(s). The early redemption
amount in any of these circumstances wil be the fair value of the Notes at the relevant date as
determined by the Issuer; such early redemption amount may be less than the Denomination.

Early redemption for taxation reasons wil be permitted as provided in § 10 of the Terms and
Conditions of the Notes.

Denominations of Notes

The Notes may be issued in such denominations as set out in the Terms and Conditions and the Final
Terms of each Series of Notes or in each case, such other minimum denomination as may be al owed
or required from time to time by the relevant central bank (or equivalent body) or any laws or
regulations applicable to the relevant currency.

Currencies

Subject to any applicable legal or regulatory restrictions, and requirements of relevant central banks,
Notes may be issued in Euro or such other freely transferable currencies or currency units as may be
specified in the Final Terms.

Substitution of Issuers; Branch Designation

Any company may at any time during the life of a series of Notes assume all the obligations of the
Issuer according to § 14 of the Terms and Conditions of each series of Notes. Upon any such
substitution, such substitute company (the "New Issuer") shal succeed to, and be substituted for, and
may exercise every right and power of the Issuer under the Terms and Conditions of the Notes with
the same effect as if the New Issuer had been named as the Issuer thereunder.

The Issuer may at any time, designate any branch or office of the Issuer outside the Federal Republic
of Germany as the branch or office primarily responsible for the due and punctual payment in respect
of the Notes then outstanding and the performance of all of the Issuer's other obligations under all the
Notes then outstanding.

Taxation

Payments of principal and interest in respect of the Notes will be made without withholding or
deduction for or on account of any present or future taxes or duties of whatever nature imposed or
levied by or on behalf of the Federal Republic of Germany, or any political subdivision or any authority
thereof or therein having power to tax unless the Issuer is required by law or other regulation to deduct
or withhold such taxes, duties or governmental charges. In such event the Issuer may pay additional
amounts, subject to the exceptions set forth in § 10 of the relevant Final Terms, as shall be necessary
-8-

in order that the net amounts received by the Noteholders after such withholding or deduction shall
equal the respective amounts of principal and interest which would otherwise have been receivable in
respect of the Notes in the absence of such withholding or deduction provided that the Final Terms
provide for the obligation of the Issuer to pay such additional amounts. If the relevant Final Terms do
not provide for the obligation of the Issuer to pay additional amounts the Issuer wil be under no
obligation to compensate the Noteholders with respect to any taxes, duties or levies the Issuer is
required to withhold or deduct in respect of the Notes.

Status

The Notes wil be issued as senior Notes, which wil constitute direct and unsecured obligations of the
Issuer and wil rank at least pari passu with al other unsecured and unsubordinated obligations of the
Issuer.

Negative Pledge and Cross Default

The Notes wil contain no negative pledge and no cross default clause.

Governing Law / Place of Jurisdiction

Governing Law of the Notes shal be the laws of the Federal Republic of Germany.

Place of jurisdiction shal be Frankfurt am Main. The Issuer expressly submits to the jurisdiction of the
courts of the Federal Republic of Germany.

Final Terms

All relevant information relating to a particular issue of Notes such as type and conditions of the Note
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 Notes and
any further information are set forth in the relevant Final Terms.

Form of Certificates

The Certificates shall be issued in bearer form. Series of Certificates with respect to which U.S.
Treasury Regulation § 1.163-5 (c)(2)(i)(C) apply, or which are issued in circumstances in which such
Certificates wil not constitute "registration required obligations for U.S. federal income tax purposes,
will be represented by a Permanent Global Certificate. Series of Certificates with respect to which U.S.
Treasury Regulation § 1.163-5 (c)(2)(i)(D) apply wil initial y be represented by a Temporary Global
Certificate. The Temporary Global Certificate will be exchanged for a Permanent Global Certificate not
earlier than 40 days after the relevant issue date upon certification of non-US beneficial ownership.

Payments under the Certificates

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

1. which subject to the occurrence of a Relevant Credit Event pay:

(a)
fixed Bonus Amounts, or

(b)
Bonus Amounts whereby such amounts or the payment of such amounts is to be
determined by reference to one or more interest rates or swap rates, shares or any other
equity instruments, indices, commodities or commodity indices or commodity futures
contracts, funds, exchange traded funds, currency exchange rates (each an "Underlying"),
a basket or index consisting of any of the before-mentioned and/or formula(e), and

2. where subject to the occurrence of a Relevant Credit Event the redemption amount may either:

(a)
be at par, or
-9-

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

(c)
be determined by reference to one or more Underlyings, a basket or index consisting of any
of the before-mentioned and/or formula(e) ("Redemption Structured Certificates"); or

(d)
be, instead of a redemption in cash, substituted by delivery of obligations of a Reference
Entity.

3. Payments of interest and/or redemption amounts will in addition be credit linked to

(a) a specified Reference Bond of a corporate or sovereign issuer or a basket of Reference
Bonds ("Certificates credit linked to a single Reference Bond" or "Certificates credit
linked to a basket of Reference Bonds", respectively, and together "Certificates credit
linked to Reference Bonds"), or

(b) a specified money deposit/account, money market account, Schuldschein loan or any
similar deposit or account (each a "Deposit") held with a bank or financial institution
("Certificates credit linked to a Deposit"), or

(c)
the general creditworthiness of a specified Reference Entity or a basket of Reference
Entities ("Standard Equity Credit Linked Certificates (single name)" or "Standard
Equity Credit Linked Certificates (basket)", respectively, and together "Standard Equity
Credit Linked Certificates") and "Non-Equity Credit Linked Certificates (single name)"
or "Non-Equity Credit Linked Certificates (basket, first-to-default)" or "Non-Equity
Credit Linked Certificates (linear basket)", respectively, and together "Non-Equity Credit
Linked Certificates").

If a Relevant Credit Event has occurred with respect to

(A) the specified Reference Bond (in the case of Certificates credit linked to a single Reference
Bond), or

(B) one or more of the Reference Bonds in the basket (in the case of Certificates credit linked to
a basket of Reference Bonds), or

(C) the Deposit (in the case of Certificates credit linked to a Deposit), or

(D) the specified Reference Entity (in the case of Standard Equity Credit Linked Certificates
(single name) or Non-Equity Credit Linked Certificates (single name)), or

(E) one or more of the Reference Entities in the basket (in the case of Standard Equity Credit
Linked Certificates (basket) or Non-Equity Credit Linked Certificates (linear basket)), or

(F)
only the first Reference Entity (First-to-default) in the basket (in the case of Standard
Equity Credit Linked Certificates (basket) or Non-Equity Credit Linked Certificates (basket,
first-to-default)),

then the following will apply:

(a)
(i) the Certificates wil not pay any Bonus Amounts (if any) as of the preceding Bonus
Amount Payment Date, as specified in the Final Terms, or,

(i ) in the case of Non-Equity Credit Linked Certificates (linear basket), the Certificates wil
pay Bonus Amounts calculated with respect to the Adjusted Issue Amount, and

(b)
the Certificates will be redeemed either early or at maturity at a redemption amount which
will be affected by

(i)
the Bond Amount in Default of the Affected Reference Bonds, or

(i i) the Deposit Amount in Default of the Deposit, or
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