Commerzbank AG — Capital/Financing Update 2013

Apr 23, 2013

Supplement dated 22 April 2013 to the Base Prospectus dated 19 June 2012

Commerzbank Aktiengesellschaft

(Incorporated under the laws of Germany)

Note and Certificate Programme

This Supplement (the Supplement) to the Base Prospectus (the Base Prospectus) dated 19 June 2012 which comprises a base prospectus constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 (the FSMA) and is prepared in connection with the Note and Certificate Programme (the Programme) established by Commerzbank Aktiengesellschaft (the Issuer). Terms defined in the Base Prospectus have the same meaning when used in this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus and any other supplements to the Base Prospectus issued by the Issuer.

The Issuer accepts responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer (which has taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

1. PURPOSE OF THIS SUPPLEMENT

The purpose of this Supplement is to incorporate by reference sections of the Issuer's annual report 2012 (including the Issuer's consolidated audited financial statements as at and for the financial year 2012) (the Annual Report).

2. ANNUAL REPORT 2012

On March 19, 2013 the Issuer published its Annual Report containing its consolidated audited financial statements for the financial year 2012. A copy of the Annual Report has been filed with the Financial Conduct Authority and, by virtue of this Supplement, the following sections of the Annual Report are incorporated in, and form part of, the Base Prospectus:

Group management report	p. 61 – p. 130
Group risk report	p. 131 – p. 178
Group Financial Statements
Statement of comprehensive income	p. 181 – p. 183
Balance sheet	p. 184 – p. 185
Statement of changes in equity	p. 186 – p. 187
Cash flow statement	p. 188 – p. 189
Notes	p. 190 – p. 336
Independent Auditors' report	p. 337 – p. 338

Disclaimer (reservation regarding forward-looking statements) p. 352

If documents which are incorporated by reference themselves incorporate any information or other documents therein, either expressly or implicitly, such information or other documents will not form part of this Supplement for the purposes of the Prospectus Directive (Directive 2003/71/EC) except where such information or other documents are specifically incorporated by reference or attached to this Supplement. Any non-incorporated parts of the Annual Report are not relevant for investors in issuances under the Base Prospectus.

3. GENERAL

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the Base Prospectus, the statements in (a) above will prevail.

Save as disclosed in any previous supplement to the Base Prospectus or in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectus (as suplemented at the date hereof) since the publication of the Base Prospectus.