Obligation Kommerzbank AG 0% ( XS1224632221 ) en USD

Kommerzbank AG

100 % ▲

Allemagne

XS1224632221 ( en USD )

30/04/2020 - Obligation échue

Prospectus brochure de l'obligation COMMERZBANK AG XS1224632221 en USD 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.

Le titre obligataire ISIN XS1224632221, émis par COMMERZBANK AG, une institution financière majeure et établie en Allemagne, a atteint sa maturité et a été entièrement remboursé le 30 avril 2020 à sa valeur nominale de 100% en dollars américains (USD), se distinguant par un taux d'intérêt de 0% signifiant l'absence de versements de coupons périodiques malgré une fréquence de paiement stipulée à deux fois par an, le remboursement intégral ayant ainsi clôturé son cycle de vie.

COMMERZBANK AKTIENGESELLSCHAFT
Frankfurt am Main
Notes Programme
as of 30 March 2015

This programme (the "Programme") relating to the issuance of structured notes (the
"Notes"), together with the registration document dated 29 October 2014 of Commerzbank
Aktiengesellschaft, as supplemented from time to time (the "Registration Document"),
constitutes an information memorandum (the "Information Memorandum"). For the
purpose of listing Notes 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. 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 Notes shall be subject to the final terms (the "Final Terms"). For
each issue of Notes under the Programme, the Final Terms will be published in a separate
document. The complete information on a specific issue of Notes will always result from the
Information Memorandum (including any supplements thereto) in combination with the
relevant Final Terms.

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

CONTENT

PAGE
SUMMARY
3
A.
SUMMARY OF INFORMATION AND SUMMARY OF RISK FACTORS RELATING TO
THE NOTES
3
B.
SUMMARY OF INFORMATION RELATING TO COMMERZBANK
AKTIENGESELLSCHAFT
5
DOCUMENTS INCORPORATED BY REFERENCE
7
RISK FACTORS
9
RISK FACTORS RELATING TO THE NOTES
10
1.
GENERAL RISKS
10
2.
RISKS RESULTUNG FROM THE STRUCTURE OF THE NOTES
20
RISK FACTORS RELATING TO THE COMMERZBANK GROUP
39
GENERAL INFORMATION
40
TAXATION
43
SELLING RESTRICTIONS
44
TERMS AND CONDITIONS
49
FORM OF FINAL TERMS
105

2

SUMMARY

This summary provides an overview of what are, in the opinion of the Issuer, the main risks
associated with the Issuer and the securities (the "Securities" or "Notes") issued by the Issuer 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
Programme as a whole (including any supplements thereto) as well as the relevant Final Terms and
especially the risk factors contained therein.

Commerzbank Aktiengesellschaft (the "Issuer", the "Bank" or "Commerzbank" and, 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 Programme and
the relevant Final Terms.

Where a claim relating to information contained in this Programme 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 member state, be required to bear the costs of translating this
Programme (including any supplements thereto) and the relevant Final Terms before the legal
proceedings are initiated.

A.
SUMMARY OF INFORMATION AND SUMMARY OF RISK FACTORS
RELATING TO THE NOTES

The purchase of Notes issued under this Programme is associated with certain risks. The Issuer
expressly points out that the description of the risks associated with an investment in the
Notes only mentions the major risks that are known to the Issuer at the date of this
Programme. The description of the risks associated with an investment in the Notes does not
purport to be exhaustive.

In addition, the order in which such risks are presented does not indicate the extent of their potential
commercial effects in the event that they are realised, or the likelihood of their realisation. The
realisation of one or more of said risks may adversely affect value of the Notes themselves and/or the
assets, finances and profits of COMMERZBANK Aktiengesellschaft (the "Issuer", the "Bank" or
"Commerzbank", together with its consolidated subsidiaries "Commerzbank Group" or the "Group").
This could have also a negative influence onthe value of the Notes themselves.

Moreover, additional risks that are not known at the date of this Programme or currently believed to be
immaterial could likewise have an adverse effect on the value of the Notes.

The occurrence of one or more of the risks disclosed in this Programme, 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 Note, even result in partial loss or even the total loss of the capital invested by
the investor.

Investors should purchase the Notes only if they are able to bear the risk of losing the capital
invested, including any transaction costs incurred.

Potential investors in the Notes must in each case determine the suitability of the relevant investment
in light of their own personal and financial situation. In particular, potential investors should in each
case:

have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and/or the information contained or incorporated by
reference in this Programme or any applicable supplement and all the information contained in
the relevant Final Terms;

have sufficient financial resources and liquidity to bear all of the risks associated with an
investment in the Notes;
3

understand thoroughly the Terms and Conditions pertaining to the Notes (the "Terms and
Conditions") and be familiar with the behaviour of any relevant Underlying and the financial
markets; and

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 their investment and be
able to bear the associated risks.

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 Notes. Prospective investors of the Notes should consider
their current financial circumstances and investment objectives and always consult their own financial,
legal and tax advisers with regard to the suitability of such Notes in light of their personal
circumstances before acquiring such Notes.

Expressions defined or used in the Terms and Conditions or elsewhere in the Summary and the
Programme shall have the same meaning in the section "Risk Factors".

The Notes issued under this Programme are subject to - potentially major - price fluctuations and may
involve the risk of a complete or partial loss of the invested capital (including the costs incurred in
connection with the purchase of the Notes). Since interest and/or the Redemption Amount and/or any
additional amounts are linked to one or more underlyings (share, index, metal (i.e., precious and
industrial metal), futures contract, bond, currency exchange rate, interest rate, fund or a basket of
underlyings or an index that is composed of any of the aforementioned values, commodities or rates
(each an "Underlying"), or to one or more formulae ("Structured Notes")), the risk associated with
the investment in the Notes will be increased. Thus, any investment in the Notes is an investment that
might not be suitable for all investors.

Investors should especially note that the past performance of an Underlying should not be
regarded as an indicator of its future performance during the term of the Notes.

The Notes have complex structures which the investor might not fully understand. The investor might
therefore underestimate the actual risk that is associated with a purchase of the Notes. Therefore,
potential investors should study carefully the risks associated with an investment in the Notes (with
regard to the Issuer, the type of Notes and/or the Underlying(s)), as well as any other information
contained in this Programme, any supplements thereto as well as the relevant Final Terms, and
possibly consult their personal (including tax) advisors. Prior to purchasing Notes, potential investors
should ensure that they fully understand the mechanics of the relevant Notes and that they are able to
assess and bear the risk of a loss (possibly a total loss) of their investment. Prospective purchasers
of Notes should in each case consider carefully whether the Notes are suitable for them in the light of
their individual circumstances and financial position.

It is possible that the performance of the Notes is adversely affected by several risk factors at the
same time. The Issuer, however, is unable to make any reliable prediction on such combined effects.

Certain factors are of great significance with regard to the assessment of the risks associated with an
investment in the Notes issued under this Programme. These encompass both risks relating to the
Underlying(s) and risks that are unique to the Notes as such.

Such risks include inter alia,

-
that the payments to be made under the terms of the Notes (the "Terms and Conditions")
depend on the performance of one or more Underlying(s), so that the Redemption Amount
payable at the Maturity Date may be lower than the original purchase price of the Notes or it
could be possible that a payment may not take place at all. As the Notes are linked to the
performance of one or more Underlying(s), the performance of the Underlying has an effect on
the value of the Notes. In that context, the value of the Notes will normally fall if the price of the
Underlying(s) goes down (without taking into account special characteristics of the Notes);

4

-
that, pursuant to the Terms and Conditions, payments under and/or the redemption of the
Notes can occur at times other than those expected by the investor (e.g., in the case of an early
termination in the event of an extraordinary event as described in the Terms and Conditions);

-
that investors may be unable to hedge their exposure to the various risks relating to the Notes;

-
that an Underlying to which the Notes relate ceases to exist during the term of the Notes or
might be replaced by another Underlying, and that the investor might not always know the
future Underlying or its composition when purchasing the Notes; and

-
that the value of Notes on a possible secondary market is subject to greater fluctuations and
thus greater risks than the value of other securities as it is dependent on one or more
Underlying(s). The performance of an Underlying is in turn subject to a series of factors beyond
the Issuer's control. Such factors are influenced to a significant degree by the risks on the
share, debt and foreign exchange markets, the interest rate development, the volatility of the
Underlying(s) as well as economic, political and regulatory risks, and/or a combination of the
aforesaid risks. The secondary market for Notes will be affected by a number of additional
factors, irrespective of the creditworthiness of the Issuer and the value of the respective
Underlying. These include, without limitation, the volatility of the relevant Underlying, as well as
the remaining term and the outstanding volume of the respective Notes.

For a more detailed overview of the risks relating to the Notes and the Issuer investors should consult
the section "Risk Factors" further below.

B.
SUMMARY
OF
INFORMATION
RELATING
TO
COMMERZBANK
AKTIENGESELLSCHAFT

COMMERZBANK was founded in Hamburg as "Commerz- und Disconto-Bank" in 1870. Following a
temporary decentralization, COMMERZBANK was re-established on July 1, 1958 after a re-merger of
the successor institutions created as part of the post-war breakup in 1952. COMMERZBANK's
registered office is in Frankfurt am Main and its head office is at Kaiserstrasse 16 (Kaiserplatz),
60311 Frankfurt am Main, Germany, Tel. +49-69-136-20. It is entered in the commercial register of the
Local Court of Frankfurt am Main under the number HRB 32000. The Bank's legal name is
COMMERZBANK Aktiengesellschaft. In its business dealings, the Bank uses the name
COMMERZBANK. The Bank was established under German law for an indefinite period. A full
description of Commerzbank Aktiengesellschaft is set out in the Registration Document which is
incorporated by reference into, and forms part of this Information Memorandum (see "Documents
incorporated by reference").

Issuer's principal activities

The focus of the activities of the COMMERZBANK Group is on the provision of a wide range of
financial services to private, small and medium-sized corporate and institutional customers in
Germany, including account administration, payment transactions, lending, savings and investment
products, securities services, and capital market and investment banking products and services. As
part of its comprehensive financial services strategy, the Group also offers other financial services in
association with cooperation partners, particularly building savings loans, asset management and
insurance. The Group is continuing to expand its position as one of the most important German export
financiers. Alongside its business in Germany, the Group is also active through its subsidiaries,
branches and investments, particularly in Europe.

The COMMERZBANK Group is divided into five operating segments Private Customers,
Mittelstandsbank, Central & Eastern Europe, Corporates & Markets and Non Core Assets (NCA) as
well as Others and Consolidation. The Private Customers, Mittelstandsbank, Central & Eastern
Europe and Corporates & Markets segments form the COMMERZBANK Group's core bank together
with Others and Consolidation.

5

Share capital structure

Commerzbank Aktiengesellschaft has issued only ordinary shares, the rights and duties attached to
which arise from statutory provisions, in particular Arts. 12, 53 a et seq., 118 et seq. and 186 of the
German Stock Corporation Act (Aktiengesetz, AktG). The share capital of the company totaled
Euro 1,138,506,941.00 at the end of the financial year ended December 31, 2014. It is divided into
1,138,506,941 no-par-value shares. The shares are issued in bearer form.

Conditional capital

Conditional capital is intended to be used for the issue of convertible bonds or bonds with warrants
and also of profit-sharing certificates with conversion or option rights. Conditional capital developed as
follows:

of which
Euro million
Conditional
Additions
Expirations/
Authorisation
Conditional
Used
Conditional
capital
Utilisations
expired
capital
conditional
capital still
1.1.2014
31.12.2014
capital
available
Convertible
2,750
-
-
-
2,750
-
2,750
bonds/bonds with
warrants/profit-
sharing certificates
Total
2,750
-
-
-
2,750
-
2,750

Historical Financial Information

The audited consolidated annual financial statements of Commerzbank Aktiengesellschaft for the
financial years ended December 31, 2013 and December 31, 2014 are incorporated by reference into,
and form part of, this Information Memorandum (see "Documents incorporated by reference").

Interim Financial Information

Not Applicable.

Prospects of the Issuer

There has been no material adverse change in the prospects of COMMERZBANK Group since
31 December 2014.

Legal and Arbitration Proceedings

Save as disclosed in the Registration Document of Commerzbank Aktiengesellschaft, dated of
October 29, 2014, under `Description of Commerzbank Aktiengesellschaft' starting with `Legal
Disputes' and ending with `Shareholder challenge of Annual General Meeting resolution regarding
capital increase to repay the silent participations of SoFFin and Allianz in full' (pp. 66 71), the Bank is
not currently aware of any government interventions or investigations or lawsuits, or arbitration
proceedings which have arisen and/or been concluded in the past twelve months (including those
proceedings which to the Bank's knowledge are pending or could be initiated) in which the Bank or
one of its subsidiaries is involved as defendant or in any other capacity and which are currently having
or have recently had a material impact on the financial position or profitability of the Bank and/or the
Group or which in the Bank's current estimation could have such effect in the future..

Significant Change in the Issuer's Financial Position

There has been no significant change in the financial position of the COMMERZBANK Group since
December 31, 2014.

6

DOCUMENTS INCORPORATED BY REFERENCE

The following documents have been deposited with the German Federal Financial Services
Supervisory Authority (Bundesanstalt für Finandienstleistungsaufsicht) ("BaFin") and shall be deemed
to be incorporated by reference in, and to form part of, this Information Memorandum. Parts of such
documents which are not incorporated by express reference are not relevant for potential investors.

Document
Pages of Document
incorporated by reference

Registration Document of the Issuer dated 29 October 2014, approved

by BaFin (the "Registration Document")

A. Responsibility Statement
p. 3

D. Risk Factors relating to the COMMERZBANK Group
p. 4 - p. 43

E. Description of COMMERZBANK Aktiengesellschaft
p. 44 - p. 71

Bank name, registered office, corporate purpose and financial p. 44
year

Description of COMMERZBANK Group's Business Activities

Overview
p. 44 - p. 45

Segments
p. 45 - p. 54

Group structure and corporate investments
p. 54

Administrative, Management and Supervisory Board
p. 55 - p. 59

Potential Conflict of Interest
p. 59

Major Shareholders
p. 59

Historical Financial Information
p. 60

Interim Financial Information
p. 60

Trend Information
p. 60

Significant Change in the Financial Position
p. 60

Auditors
p. 60

Material agreements
p. 60 - p. 66

Legal disputes
p. 66 - p. 71

F. Documents on Display
p. 72

First supplement dated 18 November 2014 to the Registration All pages
Document, approved by BaFin

Second supplement dated 25 March 2015 to the Registration All pages
Document, approved by BaFin

Furthermore, the following documents shall be deemed to be incorporated by reference in, and to
form part of, this Information Memorandum. Parts of such documents which are not incorporated by
express reference are not relevant for potential investors.

Document
Pages of Document
incorporated by reference
COMMERZBANK Group Annual Report 2013 (English version)

Group management report
p. 47 p. 132
Group risk report
p. 97 p. 131
Group Financial Statements

Statement of comprehensive income
p. 135 p. 137
Balance sheet
p. 138 p. 139
Statement of changes in equity
p. 140 p. 142
Cash flow statement
p. 143 p. 144
Notes
p. 145 p. 322
Independent Auditors' report
p. 323 p. 324
Disclaimer (reservation regarding forward-looking statements)
p. 338

COMMERZBANK Group Annual Report 2014 (English version)

Group management report
p. 55 p. 106
7

Group risk report
p. 107 p. 144
Group Financial Statements

Statement of comprehensive income
p. 147 p. 149
Balance sheet
p. 150 p. 151
Statement of changes in equity
p. 152 p. 153
Cash flow statement
p. 154 p. 155
Notes
p. 156 p. 324
Independent Auditors' report
p. 325 p. 326
Disclaimer (reservation regarding forward-looking statements)
p. 340

Documents incorporated by reference have been published on the website of the Issuer
(www.commerzbank.com) and on the website of the Luxembourg Stock Exchange (www.bourse.lu)
and are available free of charge at the Issuer's head office (Kaiserstraße 16 (Kaiserplatz),
60311 Frankfurt am Main, Federal Republic of Germany).
8

RISK FACTORS

The purchase of Notes issued under this Programme is associated with certain risks. In respect of
Notes that, in view of their specific structure, require a special description of the relevant risk factors, a
supplementary description of the special risk factors associated with the relevant Notes in addition to
the list set out below will be included in a separate document (the "Final Terms") where required.
The information set forth hereinafter and in the Final Terms merely describes the major risks that are
associated with an investment in the Notes in the Issuer's opinion. In this regard, however, the Issuer
expressly points out that the description of the risks associated with an investment in the
Notes does not purport to be exhaustive.

In addition, the order in which such risks are presented does not indicate the extent of their potential
commercial effects in the event that they are realised, or the likelihood of their realisation. The
realisation of one or more of said risks may adversely affect the value of the Notes themselves and/ or
the assets, finances and profits of Commerzbank Aktiengesellschaft, together with its consolidated
subsidiaries "Commerzbank Group" or the "Group"). This could have also a negative influence on,
or the value of, the Notes.

Moreover, additional risks that are not known at the date of preparation of this Programme and the
relevant Final Terms or currently believed to be immaterial could likewise have an adverse effect on
the value of the Notes.

The occurrence of one or more of the risks disclosed in this Programme, 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 Note, even result in partial loss or even the total loss of the investor's capital.

Investors should purchase the Notes only if they are able to bear the risk of losing the capital
invested, including any transaction costs incurred.

Potential investors in the Notes must in each case determine the suitability of the relevant investment
in light of their own personal and financial situation. In particular, potential investors should in each
case:

have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the
merits and risks of investing in the Notes and/or the information contained or incorporated by
reference in this Programme or any applicable supplement and all the information contained in
the relevant Final Terms;

have sufficient financial resources and liquidity to bear all of the risks associated with an
investment in the Notes;

understand thoroughly the Terms and Conditions pertaining to the Notes (the "Terms and
Conditions") and be familiar with the behaviour of any relevant underlying and the financial
markets; and

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 their investment and be
able to bear the associated risks.

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 Notes. Prospective investors of the Notes should consider
their current financial circumstances and investment objectives and always consult their own financial,
legal and tax advisers with regard to the suitability of such Notes in light of their personal
circumstances before acquiring such Notes.

Expressions defined or used in the Terms and Conditions or elsewhere in the Summary and the
Programme shall have the same meaning in this section "Risk Factors".
9

RISK FACTORS RELATING TO THE NOTES

The Notes issued under this Programme are subject to - potentially major - price fluctuations and may
involve the risk of a complete or partial loss of the invested capital (including any costs incurred in
connection with the purchase of the Notes). Since interest and/or or the Redemption Amount and/or
any additional amounts are linked to the performance of an Underlying, the risk associated with the
investment in the Notes will be increased. Thus, an investment in the Notes is an investmenthat might
not be suitable for all investors.

Investors should especially note that the past performance of an Underlying should not be
regarded as an indicator of its future performance during the term of the Notes.

The Notes may have complex structures which the investor might not fully understand. The investor
might therefore underestimate the actual risk that is associated with a purchase of the Notes.
Therefore, potential investors should study carefully the risks associated with an investment in the
Notes (with regard to the Issuer, the type of Notes and/or the Underlying(s)), as well as any other
information contained in this Programme, any supplements thereto as well as the relevant Final
Terms, and possibly consult their personal (including tax) advisors. Prior to purchasing Notes,
potential investors should ensure that they fully understand the mechanics of the relevant Notes and
that they are able to assess and bear the risk of a loss (possibly a total loss) of their investment.
Prospective purchasers of Notes should in each case consider carefully whether the Notes are
suitable for them in the light of their individual circumstances and financial position.

It is possible that the performance of the Notes is adversely affected by several risk factors at the
same time. The Issuer, however, is unable to make any reliable prediction on such combined effects.

Additional risks (e.g. in relation to the Underlying(s), payment profiles and structures) may be
set out in the relevant Final Terms.

These risk warnings do not substitute advice by the investor's bank or by legal, business or
tax advisers, which should in any event be obtained in order to be able to assess the
consequences of an investment in the Notes. Investment decisions should not be made solely
on the basis of the risk warnings set out in the Information Memorandum (including any
supplements thereto) 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.

1.
GENERAL RISKS

Certain factors are of great significance with regard to the assessment of the risks associated with an
investment in the Notes issued under this Programme. These encompass both risks relating to the
Underlying(s) and risks that are unique to the Notes as such.

Such risks include inter alia,

-
that the payments to be made under the Terms and Conditions depend on the performance of
one or more Underlying(s), so that the Redemption Amount payable at the Maturity Date may
be lower than the original purchase price of the Notes or it could be possible that a payment
may not take place at all. As the Notes are linked to the performance of one or more
Underlying(s), the performance of the Underlying has an effect on the value of the Notes. In
that context, the value of the Notes will normally fall if the price of the Underlying(s) goes down
(without taking into account special characteristics of the Notes);

-
that, pursuant to the Terms and Conditions, payments under and/or the redemption of the
Notes can occur at times other than those expected by the investor (e.g., in the case of an early
termination in the event of an extraordinary event as described in the Terms and Conditions);

10