Commerzbank AG — Capital/Financing Update 2013

May 6, 2013

Commerzbank Aktiengesellschaft

Issue of up to GBP10,000,000 Notes linked to Warrants due 2019 under the Note and Certificate Programme

The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that, except as provided in sub-paragraph (ii) below, any offer of Securities in any Member State of the European Economic Area which has implemented the Prospectus Directive (2003/71/EC) (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive, as implemented in that Relevant Member State, from the requirement to publish a prospectus for offers of the Securities. Accordingly any person making or intending to make an offer of the Securities may only do so:

• in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus $(i)$ pursuant to Article 3 of the Prospectus Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer; or
• in those Public Offer Jurisdictions mentioned in Paragraph 53 of Part A below, provided such person $(ii)$ is one of the persons mentioned in Paragraph 53 of Part A below and that such offer is made during the Offer Period specified for such purpose therein.

Neither the Issuer nor any Dealer has authorised, nor do they authorise, the making of any offer of Securities in any other circumstances.

The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive 2010/73/EU.

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the Base Prospectus dated 19 June 2012 and the supplements to the Base Prospectus dated 9 October 2012, 13 November 2012, 20 February 2013 and 22 April 2013 which together constitute a base prospectus for the purposes of the Prospectus Directive. This document constitutes the Final Terms of the Securities described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus as so supplemented. Full information on the Issuer and the offer of Securities is only available on the basis of the combination of these Final Terms and the Base Prospectus as so supplemented. The Base Prospectus and the supplements to the Base Prospectus are available for viewing at, and copies may be obtained from Commerzbank Aktiengesellschaft, Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main, Federal Republic of Germany.

	lssuer:		Commerzbank Aktiengesellschaft
2.	(1)	Type of Securities:	Notes
	(ii)	Series Number:	UKN 5
	(111)	Tranche Number:

3.	Specified Currency or Currencies:		Pounds Sterling ("GBP")
4.	Aggregate Nominal Amount / Number of Securities:
	(i)	Series:	Up to GBP10,000,000
	(ii)	Tranche:	Up to GBP10,000,000
	(iii)	Nominal Amount per Security Unit:	Not Applicable
5.	Issue Price:		100 per cent. of par per Security
6.	(i)	Specified Denominations:	GBP1,000
	(ii)	Calculation Amount:	GBP1,000
7.	Issue Date:		17 June 2013
8.	Multi-Reference Item Linked Securities:		Not Applicable
9.	Interest/Coupon Basis:		Not Applicable
10.	Redemption/Payment Basis:		W&C Linked Redemption
11.	Change of Interest/Coupon Basis or Redemption/Payment Basis:		Not Applicable

PROVISIONS RELATING TO INTEREST/COUPON (IF ANY) PAYABLE

12.	Fixed Rate Securities:	Not Applicable
13.	Floating Rate Securities:	Not Applicable
14.	Zero Coupon Securities:	Not Applicable
15.	Index Linked Interest/Coupon Securities:	Not Applicable
16.	Equity Linked Interest/Coupon Securities:	Not Applicable
17.	Inflation Linked Interest/Coupon Securities:	Not Applicable
18.	Commodity Linked Interest/Coupon Securities:	Not Applicable
19.	Fund Linked Interest/Coupon Securities	Not Applicable

PROVISIONS RELATING TO REDEMPTION OF NOTES OR REDEEMABLE CERTIFICATES

20.	Maturity Date:	19 June 2019 or, if later, 2 Business Days after the Final Valuation Date
21.	Issuer Call:	Not Applicable
22.	Investor Put:	Not Applicable
23.	Final Redemption Amount of each Security:	See item 39 below.
24.	Early Redemption Amount(s) of each Security payable on an event of default or on an illegality (or, where otherwise required for purposes of any other relevant redemption specified in the Conditions and/or the method of calculating the same (if required or if different from that set out in Condition $6(D)$ :	W&C Linked Security Conditions apply.

PROVISIONS RELATING TO EXERCISE OF EXERCISABLE CERTIFICATES

25.	Exercise Date:	Not Applicable
26.	Exercise Business Day Centre(s):	Not Applicable
27.	Cash Settlement Amount:	Not Applicable
28.	Settlement Date:	Not Applicable
29.	Issuer Early Exercise Option:	Not Applicable
30.	Minimum Exercise Number:	Not Applicable
31.	Early Cancellation Amount:	Not Applicable

AUTO CALL PROVISIONS

32.	Automatic Early	Applicable.
	Redemption/Exercise Event:

"Automatic Early Redemption/Exercise Event" means the W&C Securities become exercisable in accordance with their terms prior to 12 June 2019 (such date of exercise the "W&C Security Early Exercise Date").

$(i)$ Automatic Early In respect of each nominal amount of Securities equal Redemption/Exercise to the Calculation Amount, an amount in the Specified Amount: Currency calculated by the Calculation Agent equal to:

W & C Securities Value Auto Early Calculation Amount x -W&C Securities Value_Initial

where:

"W&C Securities Value_{Auto Early}" means the W&C Automatic Securities Value $\alpha$ the Early Redemption/Exercise Valuation Date scheduled to fall on the W&C Security Early Exercise Date; and

"W&C Securities Value_Initial" means the W&C Securities Value on the Issue Date.

Automatic Early $(ii)$ 19 June 2014, 19 June 2015, 20 June 2016, 19 June Redemption/Exercise 2017 and 19 June 2018 or, in each case, if later, 2 $Date(s)$ : Business Days after the relevant Automatic Early Redemption/Exercise Valuation Date.

Not Applicable

Level: $(iv)$ Automatic Early

Rate:

Automatic Early

Redemption/Exercise

Redemption/Exercise

$(iii)$

Not Applicable

$(v)$ Automatic Early 12 June 2014, 12 June 2015, 13 June 2016, 12 June Redemption/Exercise 2017 and 12 June 2018 or, if, in each case, such date Valuation Date(s): for valuation of or any determination of any underlying asset for the W&C Securities falling on or about such day is to be delayed in accordance with the terms and conditions of the W&C Securities, such Automatic Early Redemption/Exercise Date shall be such delayed valuation date(s), as determined by the Calculation Agent.

Automatic Early Exercise $(v_i)$ Not Applicable Settlement Date:

PROVISIONS RELATING TO REDEMPTION/PAYMENT BASIS

33.	Index Linked Redemption/Payment Securities:	Not Applicable
34.	Equity Linked Redemption/Payment Securities:	Not Applicable
35.	Inflation Linked Redemption/Payment Securities:	Not Applicable
36.	Commodity Linked Redemption/Payment Securities:	Not Applicable

37.		Fund Linked Redemption/Payment Securities:	Not Applicable
38.	Securities:	Preference Share Linked	Not Applicable
39.		W&C Linked Securities:	Applicable
			The provisions of Annex 7 of the Terms and Conditions - Additional Terms and Conditions for W&C Linked Securities shall apply
	(i)	W&C Securities:	The W&C Securities specified in Part B Paragraph 12 below
	(ii)	W&C Securities Issuer:	Issuer
	(iii)	Calculation Agent responsible for making calculations in respect of Securities (if not Commerzbank Aktiengesellschaft):	Commerzbank Aktiengesellschaft
	(iv)	Final Redemption Amount:	See W&C Linked Condition 2
	(v)	Final Valuation Date:	12 June 2019
	(vi)	Valuation Time:	See W&C Linked Condition 2
	(vii)	Additional Disruption	The following Additional Disruption Events apply:
		Events:	Change in Law
			Hedging Disruption
			Insolvency Filing
			Increased Cost of Hedging
	(viii)	Other terms or Special Conditions:	Not Applicable

PROVISIONS RELATING TO REDEMPTION OF PHYSICAL DELIVERY SECURITIES

40.	Physical Delivery Securities:	Not Applicable
-----	-------------------------------	----------------

GENERAL PROVISIONS APPLICABLE TO THE SECURITIES

41.	Form of Securities:	Uncertificated Securities

1. (i) New Global Security: $No$

	(ii)	Reference Item Linked Security:	Yes
43.		Additional Financial Centre(s) or other special provisions relating to Payment Dates:	London
44.		Talons for future Coupons or Receipts to be attached to Definitive Securities (and dates on which such Talons mature):	No
45.	payment:	Details relating to Partly Paid Securities: amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences of failure to pay, including any right of the Issuer to forfeit the Securities and interest/coupon due on late	Not Applicable
46.	Securities:	Details relating to Instalment
	(i)	Instalment Amount(s):	Not Applicable
	(ii)	Instalment Date(s):	Not Applicable
47.		Redenomination applicable:	Redenomination applicable
48.		Other final terms:	Not Applicable
	DISTRIBUTION
49.		Method of distribution:	Non-syndicated
50.		If syndicated, names and addresses of Managers:	Not Applicable
51.		If non-syndicated, name and address of relevant Dealer:	Commerzbank Aktiengesellschaft
52.		U.S. Selling Restrictions:	Regulation S Compliance Category; TEFRA C
53.		Non exempt Offer:	An offer of the Securities may be made by Gilliat Financial Solutions, a trading name of Arbuthnot Latham & Co. Ltd (the "Financial Intermediary") other than pursuant to Article $3(2)$ of the Prospectus Directive in the United Kingdom ("Public Offer Jurisdictions") during the period from 6 May 2013 until 12 June 2013 ("Offer Period"). See further

Part B below.

1. Additional selling restrictions: Not Applicable

PURPOSE OF FINAL TERMS

These Final Terms comprise the final terms required for issue and public offer in the Public Offer Jurisdictions of the Securities described herein pursuant to the Note and Certificate Programme of Commerzbank Aktiengesellschaft. For the purposes of the Securities the terms specified in these Final Terms are deemed to be incorporated into the Terms and Conditions of the Securities as amended and/or supplemented by the provisions of the Annex/Annexes of the Terms and Conditions specified in these Final Terms (the "Conditions") and shall thereby supplement, replace or modify, as the case may be, the Conditions for the purposes of the Securities and these Final Terms may be regarded as evidencing such supplement, replacement or modification of the Conditions.

RESPONSIBILITY

Subject as provided below, the Issuer accepts responsibility for the information contained in these Final Terms. The information set out in paragraph 12 of Part B has been accurately extracted from Bloomberg and/or Reuters, as applicable. The Issuer accepts responsibility for the accuracy of such extraction but accept no further or other responsibility in respect of such information.

Signed on behalf of the Assuer: mm a By:.................................... Duly authorised

PART B - OTHER INFORMATION

$1.$ LISTING AND ADMISSION TO TRADING

Listing and Admission to trading: Not Applicable

$2.$ RATINGS

Ratings:

The Securities will not be rated.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to any financial intermediary, so far as the Issuer is aware, no person involved in the issue of the Securities has an interest material to the offer.

$4.$ REASONS FOR THE OFFER, ESTIMATED NET PROCEEDS AND TOTAL EXPENSES

• $(i)$ Reasons for offer General corporate purposes, which include making profit
• $(ii)$ Estimated net proceeds: Up to GBP10,000,000
• $(iii)$ Estimated total expenses: None
• $5.$ YIELD Not Applicable

6. PERFORMANCE OF INDEX/BASKET OF INDICES, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE INDEX/BASKET OF INDICES

Not Applicable

1. PERFORMANCE OF THE SHARE/BASKET OF SHARES, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE SHARE/BASKET OF SHARES

Not Applicable

1. PERFORMANCE OF INFLATION INDEX/BASKET OF INFLATION INDICES, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE INFLATION INDEX/BASKET OF INFLATION INDICES

Not Applicable

$9₁$ PERFORMANCE OF THE COMMODITY/BASKET OF COMMODITIES/COMMODITY INDEX/BASKET OF COMMODITY INDICES, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE COMMODITY/BASKET OF COMMODITIES/COMMODITY INDEX/BASKET OF COMMODITY INDICES

Not Applicable

1. PERFORMANCE OF THE FUND/BASKET OF FUNDS, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION

CONCERNING THE FUND/BASKET OF FUNDS

Not Applicable

11. PERFORMANCE OF THE PREFERENCE SHARES, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE PREFERENCE SHARES

Not Applicable

12. PERFORMANCE OF THE W&C SECURITIES, EXPLANATION OF EFFECT ON VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE W&C SECURITIES

The Securities relate to the Warrants issued by Commerzbank AG with ISIN DE000CB3F5X1 (the "W&C Securities").

The value of the W&C Securities will be published on each Business Day on Reuters page COSP451.

The performance of the W&C Securities depends on the performance of the relevant underlying asset(s) or basis of reference to which the W&C Securities are linked (the "W&C Securities Underlyings"). The W&C Securities Underlyings are the following indices:

The S&P 500®-Index (ISIN US78378X1072 / Bloomberg ticker SPX Index) as calculated and published by Standard & Poor's Financial Services LLC; and

the FTSE 100 Index (ISIN GB0001383545 / Bloomberg ticker UKX Index) as calculated and published by FTSE Group.

Information on the W&C Securities Underlyings (including past and future performance and volatility) is published on Reuters page COSP451. Potential investors should review the terms of the W&C Securities and consult with their own professional advisors if they consider it necessary. The terms of the W&C Securities will be available on https://fim.commerzbank.com/. The Issuer does not intend to provide post-issuance information.

Securities

13. OPERATIONAL INFORMATION

• $(i)$ ISIN Code: GB00B6TG8B72 $(ii)$ Common Code: Not Applicable $(iii)$ German Securities Number: CZ430E $(iv)$ Any clearing system(s) other than Not Applicable. Euroclear Bank $S.A.N.V.$ Clearstream The Securities are issued in uncertified form in Banking. société anonyme and the relevant accordance with the Uncertified identification number(s): Regulations 2001 and title to the Securities is recorded in the relevant operator register of elibible debt securities. $(v)$ Delivery: Delivery against payment $(vi)$ Names and addresses of initial Not Applicable.
• 9

	Paying Agents and Calculation Agent:	The Euroclear Registrar (Computershare Investor Services (Guernsey) (Limited) will act as paying agent in respect of the Securities.
(vii)	Names and addresses of additional Paying Agent(s) (if any):	Not Applicable
(viii)	Intended to be held in a manner which would allow Eurosystem eligibility.	No
	TERMS AND CONDITIONS OF THE OFFER
Offer Price:		Issue Price
		The Financial Intermediary may be obliged to fully disclose to its clients the existence, nature and amount of commissions or fees (including, if applicable, by way of discount) in accordance with laws and regulations applicable to the Financial Intermediary, including any legislation, regulation and/or rule implementing thr Markets in Financial Instruments Directive (2004/39/EC). Prospective investors in the Securities intending to purchase Securities through the Financial Intermediary should request details of any commission or fee payment before making any purchase.
	Conditions to which the offer is subject:	The Issuer reserves the right to withdraw the offer for Securities at any time on or prior to the end of the Offer Period.
		Following withdrawal of the offer, if any application has been made by any potential investor, each such potential investor shall not be entitled to subscribe or otherwise acquire the Securities and any applications will be automatically cancelled and any purchase money will be refunded to the applicant by the Financial Intermediary in accordance with the Financial Intermediary's usual procedures.
	Description of the application process:	A prospective investor in the Securities should contact the Financial Intermediary for details of the application process in order to purchase Securities during the Offer Period. A prospective investor in the Securities will invest in accordance with the existing arrangement the between Financial Intermediary and its customers relating to the subscription of securities generally. Prospective investors will not be required to enter into any contractual arrangements directly with the Issuer related to the subscription for the Securities. If an

$14.$

investor in any jurisdiction other than the Public Offer

	Jurisdictions wishes to purchase the Securities, such investor should (a) be aware that sales in the relevant jurisdiction may not be permitted; and (b) contact its financial advisor, bank or financial intermediary for more information.
	These Final Terms may only be used in connection with and within the terms of this offer. It does not authorise, and may not be used by the Financial Intermediary or any other party in connection with, the subsequent offer or sale of the Securities outside the terms of the offer or the Offer Period.
	With the exception of the Public Offer Jurisdictions, no action has been or will be taken in any jurisdiction, by the Issuer that would permit a public offering of the Securities, or possession or distribution of any offering material in connection with the issue of the Securities, in any country or jurisdiction where action for that purpose is required. The Financial Intermediary must comply with all applicable laws and regulations of the Public Offer Jurisdictions in connection with the offer and sale of the Securities at its own expense.
Details of the minimum and/or maximum amount of application:	The minimum and maximum amount of application from the Financial Intermediary will be notified to investors by the Financial Intermediary.
Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:	A prospective investor in the Securities should contact the Financial Intermediary for details regarding the possibility to reduce their subscriptions during the Offer Period and the manner for refunding any excess amount paid.
paying up and delivering the Securities:	Details of the method and time limits for A prospective investor in the Securities should contact the Financial Intermediary for details of the method and time limits for paying up and delivering the Securities.
Manner and date in which results of the offer are to be made public:	The total number of Securities to be issued will be made available at the address of the Financial Intermediary and the web on site https://fim.commerzbank.com/ on or prior to the Issue Date.
Procedure for exercise of any right of pre- emption, negotiability of subscription rights and treatment of subscription rights not exercised:	Not Applicable

Categories of potential investors to which the Securities are offered and whether tranche(s) have been reserved for certain countries:

Process for notification to applicants of the amount allotted and indication whether dealing may begin before notification is made:

Amount of any expenses and taxes specifically charged to the subscriber or purchaser:

Name(s) and address(es), to the extent known to the Issuer, of the placers in the various countries where the offer takes place.

Offers may be made by the Financial Intermediary in the Public Offer Jurisdictions to any person. No other offer or solicitation shall be made by the Financial Intermediary except pursuant to an exemption from the obligation under the Prospectus Directive as implemented in such countries to publish a prospectus (a) in any other EEA country or (b) after the Offer Period has ended. If a prospective investor is offered the Securities by any other party, the investor should be aware that the Issuer will not be responsible for any prospectus for the purposes of the relevant securities law in the context of any public offer of the Securities.

be notified by the Financial Investors will Intermediary in accordance with the arrangement in place between the Financial Intermediary and its customers. For the avoidance of doubt, no dealing activities in the Securities may take place prior to the Issue Date.

A prospective investor in the Securities should contact the Financial Intermediary for details of any expenses and taxes that would be specifically charged in relation to any subscription in the Securities.

Gilliat Financial Solutions, a trading name of Arbuthnot Latham & Co. Ltd, Arbuthnot House 20 Ropemaker Street London EC2Y 9AR