Obligation Kommerzbank AG 5.5% ( XS1869582335 ) en AUD

Kommerzbank AG

98.78 % ▲

Allemagne

XS1869582335 ( en AUD )

5.5% par an ( paiement annuel )

28/08/2028

Prospectus brochure de l'obligation Commerzbank AG XS1869582335 en AUD 5.5%, échéance 28/08/2028

29/08/2025 ( Dans 120 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 AUD, avec le code ISIN XS1869582335, paye un coupon de 5.5% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 28/08/2028

Base Prospectus dated 1 June 2022
This document constitutes a base prospectus for the purposes of Art. 8(1) of Regulation (EU) 2017/1129 of the European
Parliament and of the Council of June 14, 2017 (the "Prospectus Regulation") relating to issues of non-equity securities ("Non-
Equity Securities") within the meaning of Art. 2(c) of the Prospectus Regulation under the Programme (as defined below) by
Commerzbank Aktiengesellschaft.
COMMERZBANK AKTIENGESELLSCHAFT
Frankfurt am Main, Federal Republic of Germany
EUR 60,000,000,000 Medium Term Note Programme
Under this base prospectus (together with any documents incorporated by reference herein, the "Base Prospectus"),
Commerzbank Aktiengesellschaft ("Commerzbank", the "Bank" or the "Issuer", together with its subsidiaries "Commerzbank
Group" or the "Group"), subject to compliance with all relevant laws, regulations and directives, may from time to time issue
bearer notes in a minimum denomination of EUR 1,000 per Note (together the "Notes", including public sector Pfandbriefe
(Öffentliche Pfandbriefe) and mortgage Pfandbriefe (Hypothekenpfandbriefe) (the "Pfandbriefe")). The aggregate principal
amount of Notes issued under the Medium Term Note Programme described in this Base Prospectus (the "Programme")
outstanding will not at any time exceed EUR 60,000,000,000 (or the equivalent in other currencies).
The principal amount of the Notes, the issue currency, the interest payable in respect of the Notes, the issue prices and maturities
of the Notes and all other terms and conditions which are applicable to a particular Tranche of Notes (each term as defined
below, see "General description of the Programme") will be set out in the document containing the final terms (each "Final
Terms") within the meaning of Art. 8(4) of the Prospectus Regulation.
This Base Prospectus has been approved by the Luxembourg Commission de Surveillance du Secteur Financier (the "CSSF")
as competent authority under the Prospectus Regulation. The CSSF only approves this Base Prospectus as meeting the
standards of completeness, comprehensibility and consistency imposed by the Prospectus Regulation and gives no undertakings
as to the economic and financial soundness of the transaction or the quality or solvency of the Issuer in line with the provisions
of article 6(4) of the Luxembourg act relating to prospectuses for securities (loi relative aux prospectus pour valeurs mobilières)
dated 16 July 2019 (the "Luxembourg Prospectus Law"). Such approval should not be considered as an endorsement of the
Issuer or of the quality of the Notes that are the subject of this Base Prospectus. Investors should make their own assessment
as to the suitability of investing in the Notes.
The Issuer has requested the CSSF to provide the competent authority in the Federal Republic of Germany ("Germany") with a
certificate of approval attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Regulation. The
Issuer may request the CSSF to provide competent authorities in additional host member states within the European Economic
Area with such notification.
Application has also been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed on the
official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the Luxembourg Stock
Exchange's regulated market "Bourse de Luxembourg". The Luxembourg Stock Exchange's regulated market is a regulated
market for the purposes of the Markets in Financial Instruments Directive 2014/65/EU (as amended, "MiFID II"). However, Notes
may also be listed on the regulated market of the Frankfurt Stock Exchange, on any other stock exchange or may be unlisted as
specified in the relevant Final Terms.
This Base Prospectus and any supplement to this Base Prospectus will be published in electronic form together with all
documents incorporated by reference on the website of the Luxembourg Stock Exchange (www.bourse.lu) and on the website
of Commerzbank Aktiengesellschaft (www.commerzbank.com).
This Base Prospectus is valid for a period of twelve months after its approval. The validity ends upon expiration of 1 June 2023.
The obligation to supplement this Base Prospectus in the event of significant new factors, material mistakes or material
inaccuracies does not apply when this Base Prospectus is no longer valid.
This Base Prospectus does not constitute an offer to sell, or the solicitation of an offer to buy, the Notes in any jurisdiction where
such offer or solicitation is unlawful.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities
Act") and subject to certain exceptions, the Notes may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons.
Prospective purchasers of the Notes should ensure that they understand the nature of the Notes and the extent of their exposure
to risks and that they consider the suitability of the Notes as an investment in light of their own circumstances and financial
condition. Investing in the Notes involves certain risks. Please review the section entitled "Risk Factors" beginning on page 10
of this Base Prospectus.
Arranger
COMMERZBANK
Dealers
BOFA SECURITIES
BARCLAYS
BNP PARIBAS
COMMERZBANK
CRÉDIT AGRICOLE CIB
DEUTSCHE BANK
HSBC
J.P. MORGAN
UBS INVESTMENT BANK

RESPONSIBILITY STATEMENT
Commerzbank Aktiengesel schaft with its registered office in Frankfurt am Main, Germany accepts responsibility
for the information contained in and incorporated by reference into this Base Prospectus and for the information
which will be contained in the relevant Final Terms.
The Issuer accepts responsibility for the content of the Base Prospectus also with respect to the subsequent resale
or final placement of the Notes by any financial intermediary which was given consent to use the Base Prospectus.
The Issuer hereby declares that to the best of its knowledge the information contained in this Base Prospectus for
which it is responsible is in accordance with the facts and that this Base Prospectus makes no omission likely to
affect its import.
NOTICE
This Base Prospectus should be read and understood in conjunction with any supplement hereto and with any
other documents incorporated herein by reference (see "Documents Incorporated by Reference" below). Ful
information on the Issuer and any Tranche of any Series of Notes is only available on the basis of the combination
of the Base Prospectus as supplemented and the relevant Final Terms.
No person has been authorised to give any information or to make any representation other than those contained
in this Base Prospectus in connection with the issue or sale of the Notes and, if given or made, such information
or representation must not be relied upon as having been authorised by the Issuer or the Arranger or any Dealer
(as defined in "General Description of the Programme").
Neither the Arranger nor any Dealer nor any other person mentioned in this Base Prospectus, excluding the Issuer,
is responsible for the information contained in this Base Prospectus or any supplement(s) thereto, or any Final
Terms or any other document incorporated herein by reference, and accordingly, and to the extent permitted by
the laws of any relevant jurisdiction, none of these persons accepts any responsibility for the accuracy and
completeness of the information contained in any of these documents.
Neither the delivery of this Base Prospectus nor any sale made in connection herewith shall, under any
circumstances, create any implication that there has been no change in the affairs of the Issuer since the date
hereof or the date upon which this Base Prospectus has been most recently supplemented or that there has been
no adverse change in the financial position of the Issuer since the date hereof or the date upon which this Base
Prospectus has been most recently supplemented or that any other information supplied in connection with the
Programme is correct as of any time subsequent to the date on which it is supplied or, if different, the date indicated
in the document containing the same.
The distribution of this Base Prospectus, any supplement thereto and the offering or sale of the Notes in certain
jurisdictions may be restricted by law. Persons into whose possession this Base Prospectus comes are required
by the Issuer, the Arranger and the Dealers to inform themselves about and to observe any such restriction.
The Notes have not been and wil not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States.
The Notes wil be issued in bearer form and are subject to certain U.S. tax law requirements. Subject to certain
exceptions, Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit
of, any U.S. person. The term "U.S. person" has the meaning ascribed to it in Regulation S under the Securities
Act ("Regulation S") and the U.S. Internal Revenue Code of 1986, as amended (the "Code") and regulations
thereunder. The Notes are being offered and sold outside the United States to non-U.S. persons pursuant to
Regulation S and may not be legally or beneficial y owned at any time by any U.S. person. For a description of
certain restrictions on offers and sales of Notes and on distribution of this Base Prospectus, see "Subscription and
Sale - Selling Restrictions".
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms may be used for the purpose of
an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such an offer or solicitation.
Neither this Base Prospectus nor any supplement(s) thereto nor any Final Terms constitute an offer or an invitation
to subscribe for or purchase any Notes and should not be considered as a recommendation by the Issuer or any
Dealer that any recipient of this Base Prospectus or any Final Terms should subscribe for or purchase any Notes.
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Each recipient of this Base Prospectus or any Final Terms shall be taken to have made its own investigation and
appraisal of the condition (financial or otherwise) of the Issuer.
The language of the Base Prospectus except for the form of terms and conditions of the Notes (the "Terms and
Conditions") is English. The binding language of the terms and conditions of each Series of Notes will be specified
in the respective Final Terms.
Some figures (including percentages) in the Base Prospectus have been rounded in accordance with commercial
rounding and therefore do not necessarily add up exactly to the respective totals or subtotals.
The information on any website referred to in this Base Prospectus does not form part of the Base Prospectus and
has not been scrutinized or approved by the CSSF unless that information is incorporated by reference into the
Base Prospectus.
GREEN BONDS
The Final Terms relating to any specific Series of Notes may provide that it wil be the Issuer's intention to apply
an amount equivalent to the net proceeds from an offer of those Notes specifically for projects and activities that
promote environmental purposes ("Eligible Assets"). Commerzbank has established a framework for such
issuances (the "Green Bond Framework") which further specifies the eligibility criteria for such Eligible Assets
based on the recommendations included in the voluntary process guidelines for issuing green bonds published by
the International Capital Market Association ("ICMA") (the "ICMA Green Bond Principles 2018").
Pursuant to the recommendation in the ICMA Green Bond Principles 2018 that external assurance is obtained to
confirm alignment with the key features of the ICMA Green Bond Principles 2018, at the request of the Issuer, the
advisory and rating provider Sustainalytics ("Sustainalytics") has issued a second party opinion dated September
2018 in relation to the Issuer's Green Bond Framework (the "Sustainalytics Opinion").
Neither the Green Bond Framework nor the Sustainalytics Opinion are incorporated into or form part of this Base
Prospectus. None of the Arranger, the Dealers, any of their respective affiliates or any other person mentioned in
the Base Prospectus makes any representation as to the suitability of such Notes to fulfil environmental, social
and/or sustainability criteria required by any prospective investor. The Arranger and the Dealers have not
undertaken, nor are responsible for, any assessment of the Green Bond Framework or the Eligible Assets, any
verification of whether any Eligible Asset meets the criteria set out in the Green Bond Framework or the monitoring
of the use of proceeds.
MIFID II PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" which will
outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the target market assessment; however, a distributor subject to Directive 2014/65/EU (as
amended, "MiFID II") is responsible for undertaking its own target market assessment in respect of the Notes (by
either adopting or refining the target market assessment) and determining appropriate distribution channels.
A determination will be made in relation to each issue about whether, for the purpose of the MiFID Product
Governance rules under EU Delegated Directive 2017/593 (the "MiFID Product Governance Rules"), any Dealer
subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise neither the Arranger nor the
Dealers nor any of their respective affiliates will be a manufacturer for the purpose of the MiFID Product
Governance Rules.
UK MIFIR PRODUCT GOVERNANCE / TARGET MARKET
The Final Terms in respect of any Notes may include a legend entitled "UK MiFIR Product Governance" which will
outline the target market assessment in respect of the Notes and which channels for distribution of the Notes are
appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take
into consideration the target market assessment; however, a distributor subject to the FCA Handbook Product
Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") is responsible
for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the target
market assessment) and determining appropriate distribution channels.
A determination wil be made in relation to each issue about whether, for the purpose of the UK MiFIR Product
Governance Rules, any Dealer subscribing for any Notes is a manufacturer in respect of such Notes, but otherwise
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neither the Arranger nor the Dealers nor any of their respective affiliates will be a manufacturer for the purpose of
the UK MIFIR Product Governance Rules.
PRIIPS REGULATION / EEA RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to EEA Retail Investors",
the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a
retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of
MiFID II; or (ii) a customer within the meaning of Directive 2016/97/EU as amended (the "Insurance Distribution
Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II; or (ii ) not a qualified investor as defined in the Prospectus Regulation. Where such a Prohibition of Sales
to EEA Retail Investors is included in the Final Terms, no key information document required by Regulation (EU)
No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or sel ing such Notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
UK PRIIPS REGULATION / UK RETAIL INVESTORS
If the Final Terms in respect of any Notes include a legend entitled "Prohibition of Sales to UK Retail Investors",
the Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the United Kingdom ("UK"). For the purposes of this provision
the expression "retail investor" means a person who is one (or more) of the following: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial
Services and Markets Act 2000 (the "FSMA") and any rules or regulations made under the FSMA to implement
Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a
qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law by virtue of
the EUWA. Where such a Prohibition of Sales to UK Retail Investors is included in the Final Terms, no key
information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the
EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them
available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
NOTIFICATION UNDER SECTION 309B(1) OF THE SECURITIES AND FUTURES ACT 2001 OF SINGAPORE
(THE "SFA")
Unless otherwise stated in the Final Terms in respect of any Notes, all Notes issued or to be issued under the
Programme shall be prescribed capital markets products (as defined in the Securities and Futures (Capital Markets
Products) Regulations 2018) and Excluded Investment Products (as defined in the Monetary Authority of Singapore
(the "MAS") Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
NOTICE TO CANADIAN INVESTORS
The Notes may be sold only to purchasers purchasing, or deemed to be purchasing, as principal that are accredited
investors, as defined in National Instrument 45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities
Act (Ontario), and are permitted clients, as defined in National Instrument 31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations. Any resale of the Notes must be made in accordance with an
exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities laws.
Securities legislation in certain provinces or territories of Canada may provide a purchaser with remedies for
rescission or damages if this Base Prospectus (including any supplement hereto and/or any Final Terms) contains
a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within
the time limit prescribed by the securities legislation of the purchaser's province or territory. The purchaser should
refer to any applicable provisions of the securities legislation of the purchaser's province or territory for particulars
of these rights or consult with a legal advisor.
BENCHMARKS REGULATION / STATEMENT IN RELATION TO ADMINISTRATOR'S REGISTRATION
Interest amounts payable under certain Notes issued under this Programme are calculated by reference to, inter
alia, EURIBOR (Euro Interbank Offered Rate) which is provided by the European Money Markets Institute (EMMI),
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certain mid-swap rates which are provided by the ICE Benchmark Administration Limited (IBA), AUD-BBR-BBSW
(Australian Dol ar Bank Bill Swap Rate) which is provided by the ASX Benchmarks Limited (ASX), Sterling
Overnight Index Average (SONIA) which is provided by the Bank of England or Secured Overnight Financing Rate
(SOFR) which is provided by the Federal Reserve Bank of New York. As at the date of this Base Prospectus, each
of EMMI and ASX appears on the register of administrators and benchmarks established and maintained by the
European Securities and Markets Authority ("ESMA") pursuant to Article 36 of Regulation (EU) 2016/1011 of the
European Parliament and of the Council of 8 June 2016, as amended (the "Benchmarks Regulation") while IBA,
the Bank of England and the Federal Reserve Bank of New York do not appear on the ESMA register.
In case Notes are issued which make reference to another benchmark or in case there was a change to any of the
above named benchmarks, the applicable Final Terms wil specify the name of the specific benchmark and the
relevant administrator. In such case, the applicable Final Terms wil further specify if the relevant administrator is
included in the ESMA register or whether the transitional provisions in Article 51 of the Benchmarks Regulation
apply.
STABILISATION
In connection with the issue of any Tranche of Notes under the Programme, the Dealer or Dealers (if any) named
as stabilising manager(s) in the applicable Final Terms (or persons acting on behalf of a stabilising manager) may
over-allot Notes or effect transactions with a view to supporting the price of the Notes at a level higher than that
which might otherwise prevail. However, stabilisation may not necessarily occur. Any stabilisation action may begin
on or after the date on which adequate public disclosure of the terms of the offer of the relevant Tranche of Notes
is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 days after the Issue
Date of the relevant Tranche of Notes and 60 days after the date of the allotment of the relevant Tranche of Notes.
Any stabilisation action or over-allotment must be conducted by the relevant stabilising manager(s) (or person(s)
acting on behalf of any stabilising manager(s)) in accordance with al applicable laws and rules.
FORWARD-LOOKING STATEMENTS
This Base Prospectus contains certain forward-looking statements. A forward-looking statement is a statement that
does not relate to historical facts and events. They are based on analyses or forecasts of future results and
estimates of amounts not yet determinable or foreseeable. These forward-looking statements are identified by the
use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan",
"predict", "project", "will" and similar terms and phrases, including references and assumptions. This applies, in
particular, to statements in this Base Prospectus containing information on future earning capacity, plans and
expectations regarding the Group's business and management, its growth and profitability, and general economic
and regulatory conditions and other factors that affect it.
Forward-looking statements in this Base Prospectus are based on current estimates and assumptions that the
Issuer makes to the best of its present knowledge. These forward-looking statements are subject to risks,
uncertainties and other factors which could cause actual results, including the Group's financial condition and
results of operations, to differ material y from and be worse than results that have expressly or implicitly been
assumed or described in these forward-looking statements. The Issuer's business is also subject to a number of
risks and uncertainties that could cause a forward-looking statement, estimate or prediction in this Base Prospectus
to become inaccurate. Accordingly, investors are strongly advised to read the following sections of this Base
Prospectus: "Risk Factors" and "Commerzbank Aktiengesel schaft". These sections include more detailed
descriptions of factors that might have an impact on the Issuer's business and the markets in which it operates.
In light of these risks, uncertainties and assumptions, future events described in this Base Prospectus may not
occur. In addition, neither the Issuer nor the Dealers assume any obligation, except as required by law, to update
any forward-looking statement or to conform these forward-looking statements to actual events or developments.
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TABLE OF CONTENTS
Page
GENERAL DESCRIPTION OF THE PROGRAMME ............................................................................. 7
RISK FACTORS ................................................................................................................................... 10
1.
RISK FACTORS RELATING TO THE COMMERZBANK GROUP ............................................ 10
2.
RISK FACTORS RELATING TO THE NOTES .......................................................................... 31
ISSUE PROCEDURES ......................................................................................................................... 42
TERMS AND CONDITIONS OF THE NOTES ..................................................................................... 44
OPTION I Terms and Conditions that apply to Fixed Rate Notes and Zero Coupon Notes (other
than Pfandbriefe) ............................................................................................................................... 46
OPTION II Terms and Conditions that apply to Floating Rate Notes (other than Pfandbriefe) ..... 76
OPTION III Terms and Conditions that apply to Fixed Rate Pfandbriefe and Zero Coupon
Pfandbriefe ...................................................................................................................................... 133
OPTION IV Terms and Conditions that apply to Floating Rate Pfandbriefe ................................ 151
OPTION V Terms and Conditions that apply to Fixed-to-Fixed Resettable Interest Rate Notes
(other than Pfandbriefe) ................................................................................................................... 194
OPTION VI Terms and Conditions that apply to Fixed-to-Floating Interest Rate Notes (other than
Pfandbriefe) ..................................................................................................................................... 238
FORM OF FINAL TERMS .................................................................................................................. 300
COMMERZBANK AKTIENGESELLSCHAFT ................................................................................... 342
USE OF PROCEEDS.......................................................................................................................... 363
TAXATION .......................................................................................................................................... 364
SUBSCRIPTION AND SALE ............................................................................................................. 368
GENERAL INFORMATION ................................................................................................................ 375
DOCUMENTS INCORPORATED BY REFERENCE ......................................................................... 377
NAMES AND ADDRESSES ............................................................................................................... 380
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GENERAL DESCRIPTION OF THE PROGRAMME
General
Under the Programme, Commerzbank Aktiengesel schaft, subject to compliance with all relevant laws, regulations
and directives, may from time to time issue notes (the "Notes") to one or more of the following Dealers: Barclays
Bank Ireland PLC, BofA Securities Europe SA, BNP Paribas, Commerzbank Aktiengesellschaft, Crédit Agricole
Corporate and Investment Bank, Deutsche Bank Aktiengesellschaft, HSBC Continental Europe, J.P. Morgan SE,
UBS AG London Branch and any additional Dealer appointed under the Programme from time to time by the Issuer
which appointment may be for a specific issue or on an ongoing basis (each a "Dealer" and together the "Dealers").
Commerzbank Aktiengesellschaft acts as arranger in respect of the Programme (the "Arranger").
Commerzbank Aktiengesellschaft acts as principal paying agent (the "Principal Paying Agent").
Commerzbank Aktiengesellschaft acts as Calculation Agent (the "Calculation Agent"), unless otherwise specified
in the applicable Final Terms.
The aggregate principal amount of the Notes outstanding at any one time under the Programme will not exceed
EUR 60,000,000,000 (or its equivalent in any other currency) (the "Programme Amount"). The Issuer may increase
the Programme Amount in accordance with the terms of the Dealer Agreement (as defined herein) from time to time.
Base Prospectus
Notes issued under the Programme may be issued either: (1) pursuant to this Base Prospectus and associated Final
Terms; or (2) in relation to Notes not publicly offered in, and not admitted to trading on a regulated market of, any
member state of the European Economic Area, in such form as agreed between the Issuer, the relevant Dealer(s)
and, if relevant for the Principal Paying Agent, the Principal Paying Agent.
Issues of Notes
Notes may be issued on a continuing basis to one or more of the Dealers.
The Notes may be issued as senior Notes (including public sector Pfandbriefe (Öffentliche Pfandbriefe) and mortgage
Pfandbriefe (Hypothekenpfandbriefe) ("Pfandbriefe")) or subordinated Notes ("Subordinated Note") (except for
Pfandbriefe). In addition, senior Notes (other than Pfandbriefe) may be issued as preferred senior notes ("Preferred
Senior Notes") or non-preferred senior notes ("Non-Preferred Senior Notes").
Pfandbriefe can also be issued as Jumbo-Pfandbriefe ("Jumbo-Pfandbriefe"), if their aggregate nominal amount is
equal to or exceeds EUR 1 billion.
Preferred Senior Notes, Non-Preferred Senior Notes and Subordinated Notes may be issued as (i) fixed rate notes
("Fixed Rate Notes"), (ii) step-up notes ("Step-Up Notes"), (iii) step-down notes ("Step-down Notes"), (iv) zero
coupon notes ("Zero Coupon Notes"), (v) floating rate notes ("Floating Rate Notes"), (vii) fixed-to-fixed resettable
interest rate notes ("Fixed-to-Fixed Resettable Interest Rate Notes") or (vii ) fixed-to-floating interest rate notes
("Fixed-to-Floating Interest Rate Notes").
Pfandbriefe may be issued as (i) fixed rate Pfandbriefe ("Fixed Rate Pfandbriefe"), (ii) zero coupon Pfandbriefe
("Zero Coupon Pfandbriefe") or (iii) floating rate Pfandbriefe ("Floating Rate Pfandbriefe"). Jumbo-Pfandbriefe will
only provide for fixed rate interest payable annual y in arrear.
Notes will be issued in series (each a "Series") having one or more issue dates and on terms otherwise identical (or
identical other than in respect of the first payment of interest), the Notes of each Series being intended to be
interchangeable with all other Notes of that Series. Each Series may be issued in tranches (each a "Tranche") on
the same or different issue dates. The specific terms of each Tranche (which will be completed, where necessary,
with the relevant Terms and Conditions and, save in respect of the issue date, issue price, first payment of interest
(if any) and nominal amount of the Tranche, will be identical to the terms of other Tranches of the same Series) wil
be completed in the final terms.
Notes of any Tranche may be issued at a price (the "Issue Price") equal to their principal amount or at a discount or
premium to their principal amount. The Issue Price for the Notes of any Tranche issued on a syndicated basis wil be
determined at the time of pricing on the basis of a yield which wil be determined on the basis of the orders of the
investors which are received by the Dealers during the placement of such Notes. An extension or shortening of the
subscription period will be disclosed to the investors in accordance with the notice provisions of the Terms and
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Conditions of the Notes. Orders wil specify a minimum yield and may only be confirmed at or above such yield. The
resulting yield will be used to determine the Issue Price.
Notes wil be issued in such denominations as may be agreed between the Issuer and the relevant Dealer(s) and as
indicated in the applicable Final Terms save that the minimum denomination of the Notes wil be, if in euro,
EUR 1,000, and, if in any currency other than euro, an amount in such other currency at least equivalent to EUR 1,000
at the time of the issue of Notes.1 Subject to any applicable legal or regulatory restrictions, and requirements of
relevant central banks, Notes may be issued in euro or any other currency.
Notes wil be issued with such maturities as may be agreed between the Issuer and the relevant Dealer(s), subject
to such minimum or maximum maturities as may be allowed or required from time to time by any laws, regulations
and directives applicable to the Issuer or the relevant currency.
The principal amount of the Notes, the currency, the interest payable in respect of the Notes, if any, the Issue Price
and maturities of the Notes which are applicable to a particular Tranche of a Series will be set out in the relevant
Final Terms.
The yield for Notes and Pfandbriefe with fixed interest rates will be calculated by the use of the International Capital
Market Association ("ICMA") method, which determines the effective interest rate of notes taking into account
accrued interest (if any) on a daily basis.
The Notes will be freely transferable in accordance with the rules and regulations of the relevant Clearing System.
Form of Notes
The relevant Final Terms may also provide that (i) the Notes will be issued in accordance with U.S. Treas. Reg.
§ 1.1635 (c)(2)(i)(D) (the "TEFRA D-Rules"); or (ii) the Notes will be issued in accordance with U.S. Treas. Reg. §
1.1635 (c)(2)(i)(C) (the "TEFRA C-Rules").
Series of Notes with respect to which the TEFRA C-Rules (as further described under the heading "Subscription and
Sale - Sel ing Restrictions United States of America") apply will be represented by a permanent global note (each
a "Permanent Global Note").
Series of Notes with respect to which the TEFRA D-Rules (as further described under the heading "Subscription and
Sale - Sel ing Restrictions United States of America") apply will initial y be represented by a temporary global note
(each a "Temporary Global Note"). The Temporary Global Note will be exchanged for a Permanent Global Note not
earlier than 40 days after the date on which such Temporary Global Note is issued and upon certification of non-U.S.
beneficial ownership thereof or otherwise as required by U.S. Treasury Regulations in accordance with the terms of
such Temporary Global Note and as specified in the relevant Final Terms.
Distribution of Notes
Notes may be distributed by way of public offer or private placements and, in each case, on a syndicated or non-
syndicated basis. The method of distribution of each Tranche will be stated in the relevant Final Terms. The Notes
may be offered to qualified and non-qualified investors.
The Issuer has requested the CSSF to provide the competent authority in Germany with a certificate of approval
attesting that this Base Prospectus has been drawn up in accordance with the Prospectus Regulation. The Issuer
may request the CSSF to provide competent authorities in additional host member states within the European
Economic Area with such notification. The Notes may be offered to the public in Luxembourg and, following any such
notification, in Germany and in any such other additional host member state.
The offer and distribution of any Notes of any Tranche wil be subject to sel ing restrictions, including those for the
United States, the European Economic Area and the United Kingdom. See section "Subscription and Sale" below.
The Final Terms in respect of any Notes may include a legend entitled "MiFID II Product Governance" and/or "UK
MiFIR Product Governance" which will outline the target market assessment in respect of the Notes and which
channels for distribution of the Notes are appropriate. Any person subsequently offering, selling or recommending
the Notes (a "distributor") should take into consideration the target market assessment; however, a distributor
subject to MiFID II and/or the FCA Handbook Product Intervention and Product Governance Sourcebook is
1 In case of non-preferred senior and subordinated (Tier 2) Notes to be distributed to retail clients, the minimum denomination
will be EUR 50,000.
8

responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining
the target market assessment) and determining appropriate distribution channels.
Listing and Admission to Trading
Application has been made to the Luxembourg Stock Exchange for Notes issued under the Programme to be listed
on the official list of the Luxembourg Stock Exchange (the "Official List") and to be admitted to trading on the
Luxembourg Stock Exchange's regulated market "Bourse de Luxembourg", appearing on the list of regulated markets
issued by the European Commission and may be made on any other regulated market in a Member State of the EEA
or the UK (a "Regulated Market"). The Luxembourg Stock Exchange's regulated market is a regulated market
included on the list of regulated markets published by ESMA for the purposes of MiFID II. However, Notes may also
be listed on the regulated market of the Frankfurt Stock Exchange, the Euro MTF of the Luxembourg Stock Exchange,
any other stock exchange or may be unlisted as specified in the relevant Final Terms, subject to the notification of
the Base Prospectus in accordance with Art. 25 of the Prospectus Regulation. In the case of Jumbo-Pfandbriefe, an
application will always be made to list the Jumbo-Pfandbriefe on a Regulated Market.
9

RISK FACTORS
The fol owing is a description of the principal risk factors which are specific and material to the Issuer and the Notes
in order to enable prospective investors to assess the risks associated with investing in the Notes issued under this
Base Prospectus. Prospective investors should consider these risk factors, together with the other information in this
Base Prospectus, before deciding to purchase Notes issued under the Programme. Should one or more of the risks
described below materialize, this may have a material adverse effect on the business, prospects, shareholders'
equity, assets, financial position and results of operations (Vermögens-, Finanz- und Ertragslage) or general affairs
of Commerzbank Aktiengesellschaft or the Group. Moreover, if any of these risks occur, the market value of Notes
issued under the Programme and the likelihood that the Issuer will be in a position to fulfil its payment obligations
under Notes issued under the Programme may decrease, in which case the holders of Notes (the "Noteholders")
issued under the Programme could lose all or part of their investments.
Prospective investors are also advised to consult their own tax advisors, legal advisors, accountants or other relevant
advisors as to the risks associated with, and consequences of, the purchase, ownership and disposition of Notes,
including the effect of any laws of each country in which they are resident and/or conducting business. In addition,
investors should be aware that the risks described may correlate and thus intensify one another.
1.
RISK FACTORS RELATING TO THE COMMERZBANK GROUP
Potential investors should read carefully and take into consideration the risk factors described below and other
information contained in this Base Prospectus before making a decision on the acquisition of any Notes issued by
Commerzbank. The onset of one or several of these risks, in isolation or in combination with other factors, can
seriously affect the business operations of Commerzbank Group and have material adverse effects on the net assets,
financial position and results of operations of Commerzbank Group or on the price of the Notes. The risks described
below are possibly not the only risks to which Commerzbank Group is exposed. Other risks, which are currently not
known to Commerzbank or are considered unimportant at present, may also affect the business operations of
Commerzbank Group and have serious adverse effects on the business activity and the net assets, financial position
and results of operations of Commerzbank Group. The risk factors relating to Commerzbank Group are organised
into the following categories depending on their nature:

"1.1 Market and Issuer-related risks";

"1.2 Risks arising from regulation affecting the Bank"; and

"1.3 Legal and compliance risks".
1.1
Market and Issuer-related risks
1.1.1 The Group's heavy dependence on the economic environment, particularly in Germany, may result
in further substantial negative effects in the event of a deep and prolonged economic downturn.
The Group's increased focus on its customer-oriented business emphasises the role played by the need for credit,
investment and banking products and the general interest rate environment as key factors when determining the
Group's sources of income.
The Russia-Ukraine military conflict is weighing on the German economy and its unpredictable course is at the same
time the greatest risk for the forecast of the economy, inflation, monetary policy and developments on the financial
markets. As a result of the Russia-Ukraine military conflict, prices for commodities such as crude oil, gas and wheat
have already skyrocketed. This reduces purchasing power and decreases the scope for consumption and investment.
In addition, production stoppages and sanctions are exacerbating global supply chain problems thereby affecting
individual sectors. These factors are having a noticeable impact on economic development in Germany and the
eurozone. If the military conflict escalates further, sanctions will be tightened and Russia will probably stop energy
deliveries due to which the German and eurozone economy could face enormous burdens, including a possible
recession. For further details and the risks associated with the Russia-Ukraine military conflict please see "1.1.2 Risk
related to the Russia-Ukraine military conflict.".
In addition, China's economic performance clouds the economic outlook for the German and eurozone economies.
The Coronavirus ("COVID-19") pandemic is spreading in China, and the government's adherence to the zero-covid
strategy and the rigid countermeasures such as the lockdown of entire cities are weighing on the country's economic
recovery and further exacerbating global supply chain problems.
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