Obligation Générale Société 0% ( XS1714970271 ) en USD

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XS1714970271 ( en USD )

22/04/2021 - Obligation échue

Prospectus brochure de l'obligation SOCIETE GENERALE XS1714970271 en USD 0%, échue

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L'Obligation émise par Générale Société ( France ) , en USD, avec le code ISIN XS1714970271, paye un coupon de 0% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 22/04/2021

COMMERZBANK AKTIENGESELLSCHAFT
Frankfurt am Main
Notes, Certificates and Warrants Programme
as of 8 June 2017

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 26 October 2016 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 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 shall be
subject to the final terms (the "Final Terms"). For each issue of Securities under the
Programme, the relevant Final Terms will be published in a separate document. The
complete information on a specific issue of Securities will 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
DOCUMENTS INCORPORATED BY REFERENCE
8
RISK FACTORS
10
RISK FACTORS RELATING TO THE SECURITIES
11
1.
GENERAL RISKS
12
2.
RISKS RESULTING FROM THE STRUCTURE OF THE SECURITIES
23
RISK FACTORS RELATING TO THE COMMERZBANK GROUP
49
GENERAL INFORMATION
50
TAXATION
53
SELLING RESTRICTIONS
56
TERMS AND CONDITIONS OF THE NOTES
63
TERMS AND CONDITIONS OF THE CERTIFICATES
141
TERMS AND CONDITIONS OF THE WARRANTS
215
FORM OF FINAL TERMS
285

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
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 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 all 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 shall have the same meaning as ascribed to them in the section
"Summary".

The Securities 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 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 well as any
other information contained in this Information Memorandum, any supplements thereto as well 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
4

can be positively or inversely correlated to the performance of the Underlying (without taking
into account special characteristics of the Securities);

-
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 well 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 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 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.

5

The COMMERZBANK Group is currently divided into three operating segments Private and Small
Business Customers, Corporate Clients and Asset & Capital Recovery (ACR) - as well as in the
Others and Consolidation division.

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 1,252,357,634.00 at the end of the financial year ended December 31, 2016. It is divided into
1,252,357,634 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
1.1.2016
31.12.2016
capital
available
Convertible
569
-
-
-
569
-
569
bonds/bonds with
warrants/profit-
sharing certificates
Total
569
-
-
-
569
-
569

Historical Financial Information

The audited consolidated annual financial statements of COMMERZBANK Group for the financial
years ended December 31, 2015 and December 31, 2016 are incorporated by reference into, and
form part of, this Information Memorandum (see "Documents incorporated by reference").

Interim Financial Information

The COMMERZBANK Group's condensed interim financial statements as at 31 March 2017
(reviewed) are incorporated by reference into, and form part of, this Information Memorandum (see
"Documents incorporated by reference")

Prospects of the Issuer

There has been no material adverse change in the prospects of COMMERZBANK Group since
31 December 2016.

Legal and Arbitration 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 proceedings' and ending with `Investigations
by supervisory authorities regarding foreign exchange rate fixings' (pp. 63 67), 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
6

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
31 March, 2017.
7

DOCUMENTS INCORPORATED BY REFERENCE

The following documents have been deposited with the German Federal Financial Services
Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) ("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 26 October 2016,

approved by BaFin (the "Registration Document")

A. Responsibility Statement
p. 3

D. Risk Factors relating to the COMMERZBANK Group
p. 4 - p. 40

E. Description of COMMERZBANK Aktiengesellschaft

Bank name, registered office, corporate purpose and financial p. 41
year

Description of the business of the COMMERZBANK Group

Overview
p. 41 - p. 42

Segments
p. 42 - p. 49

Group structure and corporate investments
p. 49

Rating
p. 50 - p. 51

Board of Managing Directors and Supervisory Board
p. 51 - p. 58

Potential Conflict of Interest
p. 58

Major Shareholders
p. 58

Historical Financial Information
p. 58

Interim Financial Information
p. 59

Trend Information
p. 59

Significant Change in the Financial Position
p. 59

Auditors
p. 59

Material agreements
p. 59 - p. 62

Legal proceedings
p. 63 - p. 67

Recent Developments
p. 67 - p. 68

First supplement dated 10 November 2016 to the Registration All pages
Document, approved by BaFin

Second supplement dated 30 January 2017 to the Registration All pages
Document, approved by BaFin

Third supplement dated 15 February 2017 to the Registration All pages
Document, approved by BaFin

Fourth supplement dated 20 April 2017 to the Registration Document, All pages
approved by BaFin

Fifth supplement dated 16 May 2017 to the Registration Document, All pages
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 2015 (English version)

Group management report
p. 55 p. 106
Group risk report
p. 107 p. 146
8

Group Financial Statements

Statement of comprehensive income
p. 149 p. 151
Balance sheet
p. 152 p. 153
Statement of changes in equity
p. 154 p. 155
Cash flow statement
p. 156 p. 157
Notes
p. 158 p. 328
Independent Auditors' report
p. 329 p. 330
Disclaimer (reservation regarding forward-looking statements)
p. 344

COMMERZBANK Group Annual Report 2016 (English version)

Group management report
p. 47 p. 90

Group risk report
p. 91 p. 124

Group Financial Statements

Statement of comprehensive income
p. 127 p. 129

Balance sheet
p. 130 p. 131

Statement of changes in equity
p. 132 p. 133

Cash flow statement
p. 134 p. 135

Notes
p. 136 p. 295

Independent auditor's report
p. 298 p. 304

Disclaimer (reservation regarding forward-looking statements)
p. 320

COMMERZBANK Group Interim Report as at 31 March 2017

(English version)
Interim management report
p. 6 p. 15
Interim risk report
p. 16 p. 30
Interim Financial Statements

Statement of comprehensive income
p. 32 p. 35
Balance sheet
p. 36 p. 37
Statement of changes in equity
p. 38 p. 40
Cash flow statement (condensed version)
p. 41
Selected notes
p. 42 p. 85
Review report
p. 88
Disclaimer (reservation regarding forward-looking statements)
p. 89

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).
9

RISK FACTORS

The purchase of Securities issued under this Programme is associated with certain risks. In respect of
Securities 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 Securities in
addition to the list set out below will be included in a separate document (the "Final Terms") where
required. 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 Programme..

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, or the value of, the Securities.

Moreover, additional risks that are not known at the date 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
Securities.

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 Securities, even result in the 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 all of the risks associated with an
investment in the Securities;

understand thoroughly the Terms and Conditions pertaining to the Securities (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 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 shall have the same meaning as ascribed to them in this section "Risk
Factors".

10