Obligation Kommerzbank AG 4.875% ( XS1572172754 ) en SGD

Kommerzbank AG

100 % ▼

Allemagne

XS1572172754 ( en SGD )

4.875% par an ( paiement semestriel )

28/02/2027

Prospectus brochure de l'obligation Commerzbank AG XS1572172754 en SGD 4.875%, échéance 28/02/2027

250 000 SGD

500 000 000 SGD

01/09/2025 ( Dans 123 jours )

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 SGD, avec le code ISIN XS1572172754, paye un coupon de 4.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 28/02/2027

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
20 October 2016
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), mortgage Pfandbriefe (Hypothekenpfandbriefe) and ship Pfandbriefe (Schiffspfandbriefe)
(the "Pfandbriefe") and Pfandbriefe issued as Jumbo-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 2004/39/EC of the European
Parliament and the Council of 24 April 2004 on markets in financial instruments amending Council
Directives 85/611/EEC and 93/6/EEC and Directive 2000/12/EC of the European Parliament and of
the Council and repealing Directive 93/22/EEC. 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 will 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
CITIGROUP
COMMERZBANK
HSBC
J.P. MORGAN
MORGAN STANLEY
UBS INVESTMENT BANK

Table of Contents
Page
Summary ................................................................................................................................................. 3
Zusammenfassung................................................................................................................................ 23
Risk Factors........................................................................................................................................... 46
Risk Factors relating to the COMMERZBANK Group....................................................................... 47
Risk Factors relating to the Notes..................................................................................................... 88
Important Notice about the Prospectus............................................................................................... 103
Responsibility Statement..................................................................................................................... 104
Consent to the Use of the Prospectus................................................................................................. 105
Description of Commerzbank Aktiengesellschaft ................................................................................ 106
Description of the Notes ...................................................................................................................... 136
General Description of the Programme .......................................................................................... 136
General Information Concerning the Notes .................................................................................... 139
Instruction for the use of the Programme Terms and Conditions of the Notes ................................... 142
Programme Terms and Conditions of the Notes ................................................................................. 144
Form of Final Terms............................................................................................................................. 275
Taxation ............................................................................................................................................... 321
Selling Restrictions .............................................................................................................................. 327
General Information............................................................................................................................. 333
Documents incorporated by Reference............................................................................................... 335
Address List......................................................................................................................................... 337
2

Summary
Summaries are made up of disclosure requirements known as "Elements". These Elements are
numbered in Sections A E (A.1 E.7).
This summary contains 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 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 Notes
Prospectus
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 still 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).
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
3

(https://www.commerzbank.de/en/hauptnavigation/aktionaere/informati
onen_f_r_fremdkapitalgeber/emissionsprogramme/mtn_programm/MT
N_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 shall provide information to investors on the terms
and conditions of the Notes at the time of that offer.]
Section B Issuer
Element
Description of
Disclosure requirement
Element
B.1
Legal and
The legal name of the Bank is COMMERZBANK Aktiengesellschaft
Commercial
and the commercial name of the Bank is COMMERZBANK.
Name of the
Issuer
B.2
Domicile /Legal
The Bank's registered office is in Frankfurt am Main, Federal Republic
Form /Legislation of Germany.
/Country of
COMMERZBANK is a stock corporation established and operating
Incorporation
under German law and incorporated in the Federal Republic of
Germany.
B.4b
Known trends
The global financial market crisis and sovereign debt crisis in the
affecting the
eurozone in particular have put a very significant strain on the net
Issuer and the
assets, financial position and results of operations of the Group in the
industries in
past, and it can be assumed that further materially adverse effects for
which it operates
the Group can also result in the future, in particular in the event of a
renewed escalation of the crisis.
B.5
Organisational
COMMERZBANK is the parent company of the COMMERZBANK
Structure
Group. 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 consolidated
report on the
financial statements and management reports for the financial years
historical financial ended 2014 and 2015.
information
B.12
Selected key
The following table sets forth selected key financial information of the
financial
COMMERZBANK Group which has been derived from the respective
information, No
audited consolidated financial statements prepared in accordance with
material adverse
IFRS as of 31 December 2014 and 2015 as well as from the
change in the
consolidated interim financial statements as of 30 June 2016
4

prospects of the
(reviewed):
Issuer, Significant
31 December
31 December
30 June
changes in the
Balance Sheet (m)
2014*)
2015
2016**)
financial position
Total assets ................................................................
558,317
532,641
532,602
Equity ................................................................
27,033
30,407***)
29,682
January December
January June
Income Statement
2014*)
2015
2015**)
2016**)
(m)
Operating profit................................
689
1,909
1,089
615
Pre-tax profit or loss ................................
628
1,795
1,023
575
Consolidated profit or
loss****)................................
266
1,062
645
372
*) Prior-year figures restated due to the launch of a new IT system plus other restatements.
**) unaudited.
***) A correction of a calculation error and other errors gave rise to a retrospective restatement in
financial year 2015. Therefore, equity as of 31 December 2015 is reported as EUR 30,367 million
in the unaudited consolidated interim financial statements as of 30 June 2016.
****)Insofar as attributable to COMMERZBANK shareholders.
There has been no material adverse change in the prospects of the
COMMERZBANK Group since 31 December 2015.
Not applicable. There has been no significant change in the financial
position of the COMMERZBANK Group since 30 June 2016.
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 of
other entities
the COMMERZBANK Group and is not dependent upon other entities
within the group
within COMMERZBANK Group.
B.15
Issuer's principal
The focus of the activities of the COMMERZBANK Group is on the
activities
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
markets 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 internationally through its subsidiaries, branches
and investments, particularly in Europe. The focus of its international
activities lies in Poland and on the goal of providing comprehensive
services to German small and medium-sized enterprises in Western
Europe, Central and Eastern Europe and Asia.
The COMMERZBANK Group is divided into five operating segments
Private Customers, Mittelstandsbank, Central & Eastern Europe,
Corporates & Markets and Asset & Capital Recovery (ACR) as well as
5

Others and Consolidation. As part of the "Commerzbank 4.0" strategy
the Bank will concentrate on its core businesses which will be focused
in the future in two customer segments, "Private and Small Business
Customers" and "Corporate Clients".
B.16
Controlling 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 ("Standard &
Poor's") as well as Fitch Ratings, Inc. ("Fitch").
As of the Date of this Base Prospectus the ratings were as follows:
Moody's:
long-term rating: Baa1
short-term rating: P-1
S&P:
long-term rating: BBB+
short-term rating: A-2
Fitch:
long-term rating: BBB+
Short-term rating: F2
Each agency rating reflects the opinion of the particular rating agency
at the given reported point in time. Investors should consider each
rating individually and obtain additional information and a more
detailed understanding of the significance of the respective credit rating
information provided by the respective rating agency. Rating agencies
may change their ratings at any time if specific circumstances require
such a change in their opinion. Investors should not buy, hold or sell
securities based on the long-term rating recommendation.
[Not applicable. The Notes are not rated.] [The Notes have been rated
as follows by [Fitch] [,] [and] [Moody's] [and] [Standard & Poor's]:
[Insert rating information relating to the Notes].]
Section C Securities
Element
Description of
Disclosure requirement
Element
C.1
Type and class of The notes under the Programme (the "Notes") may be issued as
securities being
senior Notes (including public sector Pfandbriefe (Öffentliche
offered / Security
Pfandbriefe), mortgage Pfandbriefe (Hypothekenpfandbriefe) and ship
identification
Pfandbriefe (Schiffspfandbriefe) ("the Pfandbriefe")) or subordinated
number
Notes (except for Pfandbriefe).
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 rate Pfandbriefe] [zero coupon
Pfandbriefe] [floating rate Pfandbriefe] [Jumbo Pfandbriefe].
6

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,
Interest Payments
ranking, 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 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. Noteholders are entitled to call for redemption in
case of an event of default.]
[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.]
[Insert in the case of a put option of the Noteholder: [In addition,
e][E]ach Noteholder is entitled to call 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 derecognised from
the Tier 2 capital of the Issuer or the Issuer together with consolidated
7

subsidiaries.]
Ranking
[The obligations under the Notes constitute, direct, unsecured and
unconditional obligations of the Issuer and rank pari passu among
themselves. In the event of the Issuer's liquidation or insolvency, any
claims of the Noteholders under the Notes will rank pari passu with the
claims of all unsubordinated creditors of the Issuer, save for such
exceptions as may exist from time to time under applicable law.]
[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] [ship
Pfandbriefe].]
[Subordinated Notes constitute direct, unsecured, unconditional and
subordinated obligations of the Issuer and rank pari passu among
themselves. In the event of the Issuer's liquidation or insolvency, any
claims of the Noteholders under the Subordinated Notes will be wholly
subordinated to the claims of all unsubordinated creditors of the
Issuer.]
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 [/
Interest
Yield] [/
Representation of [Insert in the case of a Fixed Rate Note or Fixed Rate Pfandbrief:
debt security
The [Notes][Pfandbriefe] bear interest at a rate of [interest rate] per
holders]
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
shall be [first Interest Payment Date] [(first [long/short] coupon)].
[The last Interest Payment Date shall be [the Maturity Date / [last
Interest Payment Date]] [(last [long/short] coupon)].]
[Insert in the case of a 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 shall be [the Maturity Date / [last
8

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:
[] per cent. per annum from and including the Interest
Commencement Date to but excluding [date]
[To be copied for further interest periods: [] per cent. per annum
from and including [date] to but excluding [date]]
[] per cent. per annum from and including [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 shall be
[first Interest Payment Date] [(first [long/short] coupon)]. [The last
Interest Payment Date shall be [the Maturity Date / [last Interest
Payment Date]] [(last [long/short] coupon)].]
[Insert in the case of a Floating Rate Note or Floating Rate
Pfandbrief: The [Notes] [Pfandbriefe] bear interest on their
Denomination at an interest rate as from [Interest Commencement
Date] (the "Interest Commencement Date") (including) up to the first
Interest Payment Date (excluding) and thereafter as from any Interest
Payment Date (including) up to the next following Interest Payment
Date (excluding) (each such period being an "Interest Period").
Interest is payable in arrear for each Interest Period on the relevant
Interest Payment Date. "Interest Payment Date" means [Interest
Payments Dates]. The first Interest Payment Date shall be [first
Interest Payment Date] [(first [long/short] coupon)]. [The last Interest
Payment Date shall be [the Maturity Date / [last Interest Payment
Date]] [(last [long/short] coupon)].]
[If the reference interest rate is less than [threshold] the] [The]
interest rate for [such / each] Interest Period is equal to [twice / three
times / []] the reference interest rate [[plus/minus] [margin]] [If the
reference interest rate is equal to or greater than [threshold] the
interest rate is equal to [twice / three times / []] the reference interest
rate.] The interest rate will be determined [for each/once for all]
Interest Period[s] by the Calculation Agent.
The reference interest rate is [[Number]-months] [Currency]-
[EURIBOR] [LIBOR] [(Currency) Interbank Offered Rate] [CMS].
[The minimum interest rate [for the first interest period] is [minimum
interest rate] [. The interest rate of each following Interest Period
corresponds to at least the interest rate of the respective preceding
Interest Period.] [.]] [and the] [The] [maximum interest rate is
[maximum interest rate].]
[Insert in the case of a Zero-Coupon-Note or Zero Coupon
Pfandbrief: Zero-coupon-[Notes][Pfandbriefe] are offered and sold at
9

a discount to their nominal amount and will not bear interest other than
in the case of a payment default.]
[Insert in the case of a Reverse Floating Rate Note: The Notes bear
interest on their Denomination at an interest rate as from [Interest
Commencement Date] (the "Interest Commencement Date")
(including) up to the first Interest Payment Date (excluding) and
thereafter as from any Interest Payment Date (including) up to the next
following Interest Payment Date (excluding) (each such period being
an "Interest Period"). Interest is payable in arrear for each Interest
Period on the relevant Interest Payment Date. "Interest Payment
Date" means [Interest Payments Dates]. The first Interest Payment
Date shall be [first Interest Payment Date] [(first [long/short]
coupon)]. [The last Interest Payment Date shall be [the Maturity Date /
[last Interest Payment Date]] [(last [long/short] coupon)].]
The interest rate in respect of the Notes for each Interest Period shall
be expressed as a rate per annum. This rate is equal to [interest rate]
less the reference interest rate subject to a minimum of zero and will
be determined by the Calculation Agent.
The reference interest rate is [[Number]-months] [Currency]-
[EURIBOR] [LIBOR] [(Currency) Interbank Offered Rate] [CMS].
[The minimum interest rate is [minimum interest rate] [.]] [and the]
[The] [maximum interest rate is [maximum interest rate].]]
[Insert in the case of a Fixedto-Floating Rate Note: The Notes
provide for a fixed interest term where the Notes bear interest at a rate
of [interest rate] as from [Interest Commencement Date] (including)
until [date] (excluding). Interest during this fixed interest term is
payable [annually/semi-annually/quarterly/[other time period]] in
arrear on [fixed interest payment date(s)] of each year (each a
"Fixed Interest Payment Date"). The first Fixed Interest Payment
Date shall be [first Fixed Interest Payment Date] [(first [long/short]
coupon)].
Following this fixed interest term the Notes provide for a floating
interest term for the period from [date] (including) to [the Maturity Date
/ [date]] (excluding) where the Notes bear interest on their
Denomination at an interest rate as from [date] (including) up to the
first Floating Interest Payment Date (excluding) and thereafter as from
any Floating Interest Payment Date (including) up to the next following
Floating Interest Payment Date (excluding) (each such period being a
"Floating Interest Period"). Interest is payable in arrear for each
Floating Interest Period on the relevant Interest Floating Payment
Date. "Floating Interest Payment Date" means [interest payments
date(s)]. The first Floating Interest Payment Date shall be [first
Floating Interest Payment Date] [(first [long/short] coupon)]. [The
last Floating Interest Payment Date shall be [the Maturity Date / [last
Floating Interest Payment Date]] [(last [long/short] coupon)].]]
[If the reference interest rate is less than [threshold] the] [The]
interest rate for [such / each] Floating Interest Period is equal to [twice
/ three times / []] the reference interest rate [[plus/minus] [margin]] [If
10

Document Outline

#1">CoBa MTN Base Prospectus 2016.docx