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Société Générale est une banque universelle française offrant des services de banque de détail, banque privée, banque d'investissement et gestion d'actifs.

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COMMERZBANK AKTIENGESELLSCHAFT
Frankfurt am Main
Notes, Certificates and Warrants Programme
as of 5 June 2019

This programme (the "Programme") relating to the issuance of notes (the "Notes") and
certificates (the "Certificates") and warrants (the "Warrants") (together the "Securities"),
together with the registration document dated 13 September 2018 of Commerzbank
Aktiengesellschaft, as supplemented from time to time (the "Registration Document"),
constitutes an information memorandum (the "Information Memorandum"). For the purpose
of listing and/or trading Notes or Certificates or Warrants 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 or Warrants 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 not 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, as amended ("MiFID II").
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.
SUMMARY OF INFORMATION AND SUMMARY OF RISK FACTORS RELATING
TO THE SECURITIES
3
B.
SUMMARY OF INFORMATION RELATING TO COMMERZBANK
AKTIENGESELLSCHAFT
5
C.
DESCIPTION OF SOCIÉTÉ GÉNÉRALE S.A.
7
D.
DESCRIPTION OF SG ISSUER S.A.
10
E.
DESCRIPTION OF SOCIÉTÉ GÉNÉRALE EFFEKTEN GMBH
16
F.
DESCRIPTION OF THE PARENT GUARANTEE OF SOCIÉTÉ GÉNÉRALE S.A.

17
DOCUMENTS INCORPORATED BY REFERENCE
19
RISK FACTORS
28
A.
RISK FACTORS RELATING TO THE SECURITIES
29
1. GENERAL RISKS
30
2. RISKS RESULTING FROM THE STRUCTURE OF THE SECURITIES
43
B.
RISK FACTORS RELATING TO THE COMMERZBANK GROUP
74
C.
Risk relating to Société Générale S.A., SG Issuer S.A. and Société
Générale Effekten GmbH as New SG Issuer
75
GENERAL INFORMATION
80
TAXATION
83
SELLING RESTRICTIONS
86
TERMS AND CONDITIONS OF THE NOTES
93
TERMS AND CONDITIONS OF THE CERTIFICATES
182
TERMS AND CONDITIONS OF THE WARRANTS
261
FORM OF FINAL TERMS
335

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 notes (the "Notes") and the certificates (the "Certificates") and the warrants
(the "Warrants") (together, the "Securities") 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 Information Memorandum as a whole
(including any supplements thereto) as well as the relevant final terms (the "Final Terms") and
especial y the risk factors contained therein.

Commerzbank Aktiengesel schaft (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 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 member state, 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.
SUMMARY OF INFORMATION AND SUMMARY OF RISK FACTORS RELATING TO THE
SECURITIES

The purchase of Securities 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
Securities only mentions the major risks that are known to the Issuer at the date of this
Information Memorandum. The description of the risks associated with an investment in the
Securities 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 Securities themselves
and/or the assets, finances and profits of Commerzbank Group. This could have also a negative
influence on the value of the Securities.

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

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

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

Potential investors in the Securities 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 Securities,
the merits and risks of investing in the Securities and/or the information contained or
incorporated by reference in this Information Memorandum or any applicable supplement and
all the information contained in the relevant Final Terms;

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

3

understand thoroughly the terms and conditions pertaining to the Securities (the "Terms and
Conditions") and be familiar with the behaviour of any relevant underlying 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") 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 Securities. Prospective investors of the Securities 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 Securities in light of their personal
circumstances before acquiring such Securities.

Expressions defined or used in the Terms and Conditions or elsewhere in the Summary and the
Information Memorandum shal have the same meaning as ascribed to them in the section
"Summary".

The Securities issued under this Programme are subject to - potential y 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 Securities). Since interest (in the case of Notes) or the
Redemption Amount or the Cash Amount (in the case of Warrants) and/or any additional amounts are
linked to one or more Underlying(s) or to one or more formulae ("Structured Securities"), the risk
associated with the investment in the Securities will be increased. Thus, any investment in the
Securities 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.

The Securities 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 Securities.
Therefore, potential investors should study carefully the risks associated with an investment in the
Securities (with regard to the Issuer, the type of Securities and/or the Underlying(s)), as wel as any
other information contained in this Information Memorandum, any supplements thereto as wel as the
relevant Final Terms, and possibly consult their personal (including tax) advisors. Prior to purchasing
Securities, potential investors should ensure that they fully understand the mechanics of the relevant
Securities and that they are able to assess and bear the risk of a loss (possibly a total loss) of their
investment. Prospective purchasers of Securities should in each case consider carefully whether the
Securities are suitable for them in the light of their individual circumstances and financial position.

It is possible that the performance of the Securities 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 Securities issued under this Programme. These encompass both risks relating to the
Underlying(s) and risks that are unique to the Securities as such.

Such risks include inter alia,

-
that the payments to be made under the Terms and Conditions of the Securities depend on the
performance of one or more Underlying(s), so that the Redemption Amount or the Cash
Amount, as the case may be, payable at the Maturity Date may be lower than the original
purchase price of the Securities or it could be possible that a payment may not take place at all.
As the Securities are linked to the performance of one or more Underlying(s), the performance
of the Underlying also has an effect on the value of the Securities. The value of the Securities
can be positively or inversely correlated to the performance of the Underlying (without taking
into account special characteristics of the Securities);
4

-
that, pursuant to the Terms and Conditions, payments under and/or the redemption of the
Securities 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
Securities;

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

-
that the value of Securities 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 wel as economic, political and regulatory risks, and/or a combination of the
aforesaid risks. The secondary market for Securities 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 Securities.

For a more detailed overview of the risks relating to the Securities 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 Aktiengesel schaft 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

COMMERZBANK sees itself as one of Germany's leading banks for private and corporate clients as
measured by total assets and an international y active commercial bank. It has one of the densest
branch networks of all German private-sector banks, serving all customer groups. With two core
segments, "Private and Small-Business Customers" and "Corporate Clients", COMMERZBANK offers
a comprehensive portfolio of banking and capital market services. Alongside its business in Germany,
the Bank is also active internationally through its subsidiaries, branches and investments. However,
the focus of its international activities is on Europe.

COMMERZBANK currently has three operating segments; Private and Small-Business Customers,
Corporate Clients and the run-off segment Asset & Capital Recovery (ACR), plus the Others and
Consolidation division for reporting purposes. Its business is focused on two customer segments,
Private and Small-Business Customers and Corporate Clients.

5

Share capital structure

The share capital of Commerzbank totalled 1,252,357,634.00 at the end of the financial year. It is
divided into 1,252,357,634 no-par-value shares. The shares are issued in bearer form. Commerzbank
has issued only ordinary shares with the same rights and obligations. Each share has one vote.

Historical financial information

The audited consolidated financial statements of COMMERZBANK Group for the financial years
ended December 31, 2017 and December 31, 2018 are incorporated by reference into, and form part
of, this Information Memorandum (see "Documents incorporated by reference").

Interim financial information

COMMERZBANK's reviewed interim condensed consolidated financial statements for the three-month
period ended 31 March 2019 are incorporated by reference into, and form part of, this Information
Memorandum (see "Documents incorporated by reference")

Trend information

There has been no material adverse change in the prospects of COMMERZBANK Group since
31 December 2018.

Legal and arbitration proceedings

The companies in the Group are involved as defendant, claimant or in another capacity in court,
arbitration and regulatory proceedings in both Germany and other countries (including the United
States). There are also other legal disputes in which the Bank or its subsidiaries are not directly
involved, but which could have an impact on the Group due to their fundamental importance for the
banking industry.
T
he Group recognizes provisions for potential losses from contingent liabilities in accordance with the
relevant accounting rules. However, the Group's final actual liability may differ from the provisions that
have been recognised, as a high degree of judgement is involved in assessing the probability of
uncertain liabilities in such legal proceedings and quantifying them. These estimates may turn out to
be inaccurate at a later stage of the proceedings.

Save as disclosed in the Registration Document which is incorporated by reference into, and forms
part of this Information Memorandum (see "Documents incorporated by reference"), under `Description
of Commerzbank Aktiengesellschaft' starting with `Legal disputes' and ending with `Payment order for
compensation claim under General Terms and Conditions of Business' (pp. 34 40), as supplemented
or amended by any supplement to the Registration Document, as the case may be, the
COMMERZBANK is not currently aware of any government interventions, lawsuits, or arbitration
proceedings which have arisen or been concluded in the past twelve months (including proceedings
which to COMMERZBANK's knowledge are pending or could be initiated) in which COMMERZBANK
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 or the
Group.

Significant change in the financial position

There has been no significant change in the financial position of the COMMERZBANK Group since
31 March 2019.

6

C. DESCIPTION OF SOCIÉTÉ GÉNÉRALE S.A.*

1.
STATUTORY AUDITORS
For the financial years ended 31 December 2016 and 31 December 2017:
Ernst & Young et Autres
Member of the French Compagnie nationale des commissaires aux comptes
Represented by Isabel e Santenac,
1/2, place des Saisons, 92400 Courbevoie - Paris-La Défense 1, France
Deloitte & Associés
Member of the French Compagnie nationale des commissaires aux comptes
Represented by José-Luis Garcia,
185, avenue Charles de Gaulle, 92524 Neuil y-sur-Seine Cedex, France.
Ernst & Young et Autres and Deloitte & Associés have no material interest in Société
Générale.
2.
INFORMATION ABOUT SOCIÉTÉ GÉNÉRALE
See paragraph 1.3 in the sub-section "List of the Documents Incorporated by Reference
relating to Members of the SG-Group" in the section "Documents Incorporated by Reference"
of this Information Memorandum.
3.
BUSINESS OVERVIEW
See paragraph 1.3 in the sub-section "List of the Documents Incorporated by Reference
relating to Members of the SG-Group" in the section "Documents Incorporated by Reference"
of this Information Memorandum.
4.
ORGANISATIONAL STRUCTURE
See paragraph 1.3 in the sub-section "List of the Documents Incorporated by Reference
relating to Members of the SG-Group" in the section "Documents Incorporated by Reference"
of this Information Memorandum.
5.
TREND INFORMATION
There has been no material adverse change in the prospects of Société Générale and its
consolidated subsidiaries (taken as a whole) since 31 December 2017.
For information on any known trends regarding Société Générale, please refer to the
information contained in page 13 of the 2018 Registration Document incorporated by
reference herein.
6.
PROFIT FORECASTS OR ESTIMATES
This Information Memorandum does not contain any profit forecast or estimate relating to
Société Générale.
7.
ADMINISTRATIVE, MANAGEMENT AND SUPERVISORY BODIES
See paragraph 1.3 in the sub-section "List of the Documents Incorporated by Reference
relating to Members of the SG-Group" in the section "Documents Incorporated by Reference"
of this Information Memorandum.
As of 14 September 2018, there are no potential conflicts of interest between any duties owed
by the Board of Directors and the Deputy Chief Executive Officers' to Société Générale and
their private interests and/or other duties.

*
Description and disclosure relating to Société Générale and more broadly the SG-Group are provided as additional
disclosure to take account of the fact that an Issuer-SG Substitution may occur.
7

This statement is also valid regarding the recent appointments as independent directors of Mr
Jérôme Contamine and Mrs Diane Côté as approved by the Combined General Meeting of
Société Générale on 23 May 2018.
Name: Diane Côté
Address: 17, cours Valmy, 92897 Paris la Défense 7, France
Function within Société Générale: Independent Director
Activities performed outside Société Générale: Group Chief Risk Officer of the London
Stock Exchange Group since 2013
Name: Jérôme Contamine
Address: 17, cours Valmy, 92897 Paris la Défense 7, France
Function within Société Générale: Independent Director
Activities performed outside Société Générale: Chief Financial Officer of Sanofi since 2009
8.
MAJOR SHAREHOLDERS
See paragraph 1.3 in the sub-section "List of the Documents Incorporated by Reference
relating to Members of the SG-Group" in the section "Documents Incorporated by Reference"
of this Information Memorandum.
Société Générale is not aware of any arrangements the operation of which may at a
subsequent date result in a change in control.
9.
FINANCIAL INFORMATION CONCERNING SOCIÉTÉ GÉNÉRALE'S ASSETS AND
LIABILITIES, FINANCIAL POSITION AND PROFITS AND LOSSES
9.1
Legal and arbitration proceedings
Save as disclosed on pages 232, 444 to 447 and 521 to 523 of the 2018 Registration
Document, pages 36 to 37 of the First Update to the 2018 Registration Document and pages 3
to 5, page 55 and pages 158 to 163, of the Second Update to the 2018 Registration
Document, Société Générale is not involved in governmental, legal or arbitration proceedings
(including any such proceedings which are pending or threatened of which Société Générale
is aware) during the period covering twelve months prior to 14 September 2018 which may
have, or have had in the recent past significant effects on Société Générale's and/or SG-
Group's financial position or profitability.
See also paragraph 1.3 in the sub-section "List of the Documents Incorporated by Reference
relating to Members of the SG-Group" in the section "Documents Incorporated by Reference"
of this Information Memorandum.
9.2
Significant change in the financial or trading position
There has been no significant change in the financial or trading position of Société Générale
and its consolidated subsidiaries (taken as a whole) since 30 June 2018.
9.3
Recent Events

Update on General Meeting

Pursuant to the combined general meeting of shareholders of Société Générale held on
23 May 2018 (the "General Meeting"), the dividend per share was set at EUR 2.20; it was
detached on 30 May 2018 and paid from 1 June 2018.

Pursuant to the General Meeting, the terms of Mr Lorenzo Bini Smaghi as a director of Société
Générale was renewed at the General Meeting.
8

In addition, pursuant to the General Meeting Mrs Diane Côté and Mr Jérôme Contamine were
confirmed as independent directors for a term of office of four years. To the best of the
knowledge of the Issuer's Board of Directors, there are no potential conflicts of interest
between the duties of the following independent directors towards Société Générale and any
other obligations or private interest.
Mrs Diane Côté, born on 28 December 1963, graduate of the University of Ottawa (Canada),
has a financial and accounting training. From 1992 to 2012, she held important positions in
auditing, risk and finance in various insurance companies (Prudential, Standard Life, Aviva) in
Canada and Great-Britain. Since 2012, she is Chief Risk Officer of the London Stock
Exchange Group (LSEG).
Mr Jérôme Contamine, born on 23 November 1957, graduate of the École Polytechnique,
l'ENSAE and l'École Nationale d'Administration. After 4 years as auditor at French Accounting
Court, he held various operational positions at Total. From 2000 to 2009, he was Chief
Financial Officer of Veolia Environnement. He was Director of Valeo from 2006 to 2017. Since
March 2009, he is Chief Financial Officer of Sanofi.
Update of the information related to investigations by U.S. Authorities
In the context of the investigation by the Office of Foreign Assets Control of the U.S.
Department of the Treasury, the U.S. Attorney's Office of the Southern District of New York,
the New York County District Attorney's Office, the Board of Governors of the Federal
Reserve System and the Federal Reserve Bank of New York, and the New York State
Department of Financial Services (the "U.S. Authorities") (as further set out on page 162 of
the Second Update to the 2018 Registration Document), regarding certain U.S. dollar
transactions processed by Société Générale involving countries that are the subject of U.S.
economic sanctions (the "U.S. Sanctions Matter"), Société Générale has entered into a
phase of more active discussions with these U.S. Authorities with a view to reaching a
resolution of this matter within the coming weeks.
Within the provision for disputes amounting to EUR 1.43 billion, approximately 1.1 billion in
Euro equivalent is allocated to the U.S. Sanctions Matter, in accordance with IFRS standards.
At this stage, Société Générale expects that the amount of the penalties in the U.S. Sanctions
Matter wil be almost entirely covered by the provision for disputes al ocated to this matter.

9

D. DESCRIPTION OF SG ISSUER S.A.

1.
STATUTORY AUDITORS
For the Financial year ended on 31 December 2017:
Ernst & Young S.A.
Member of the Institut des Réviseurs d'Entreprises du Luxembourg,
represented by Charles Dequaire,
35E, Avenue John F. Kennedy, L-1855 Luxembourg.
Ernst & Young S.A. has no material interest in SGIS.
For the financial year ended on 31 December 2016:
Deloitte Audit, société à responsabilité limitée (S.A.R.L.)
Member of the Institut des Réviseurs d'Entreprises du Luxembourg,
represented by Stéphane Césari,
560 rue de Neudorf, L-2220 Luxembourg.
Deloitte Audit S.A.R.L has no material interest in SGIS.

2.
SELECTED FINANCIAL INFORMATION
The following table sets forth selected key financial information of SGIS which has been
derived from the respective audited financial statements prepared in accordance with IFRS as
adopted by the European Union as of 31 December 2016 and 31 December 2017 as wel as
the unaudited condensed consolidated interim financial statements as of 30 June 2018:
(in K)
January to June
January to
January to June
January to
2018
December 2017
2017
December 2016
(unaudited)
(audited)
(unaudited)
(audited)
Total Revenue
29,760
92,353
54,641
90,991
Profit before tax
148
105
21
525
Profit for the
126
78
17
373
financial year

(in K)
30.06.2018
31.12.2017
31.12.2016
(unaudited)
(audited)
(audited)
Total Assets
49,149,860
48,026,909
53,309,975
3.
INFORMATION ABOUT SGIS
3.1
SGIS's legal and commercial name is "SG Issuer".
3.2
SGIS is registered with the Luxembourg trade and companies register under No. B 121.363.
3.3
SGIS was incorporated on 16 November 2006, for an unlimited duration under the legal name
of Société Générale d'Arbitrages et de Participations Luxembourg S.A. ("SGAP"). The
extraordinary shareholder meeting held on 16 April 2012 has changed SGAP's legal name to
SGIS.
3.4
SGIS is a financial institution within the meaning of the Luxembourg act dated 5 April 1993
relating to the financial sector, as amended.
3.5
3.5 SGIS, whose registered office is located at 16, Boulevard Royal, L2449 Luxembourg, is a
public limited liability company (société anonyme) incorporated under the laws of Luxembourg.
Its telephone number is + 352 27 85 44 40.

Description and disclosure relating to SGIS and more broadly the SG-Group are provided as additional disclosure to
take account of the fact that an Issuer-SG Substitution may occur.
10