Commerzbank AG — Capital/Financing Update 2013

May 17, 2013

Supplement dated 16 May 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.

Investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within a time limit up to 12:00 p.m. on 20 May 2013, to withdraw their acceptances, provided that the new factor arose before the final closing of the offer to the public and the delivery of the securities. The withdrawal of acceptance must be addressed to the vendor of the securities by e-mail or by telephone. If Commerzbank was the counterparty in the purchase, the withdrawal has to be sent by letter to Commerzbank AG, GS-MO 3.1.7 New Issues Bonds, Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main, Federal Republic of Germany and is deemed to have occurred at the date of the posting of the letter.

1. PURPOSE OF THIS SUPPLEMENT

The purpose of this Supplement is to disclose (a) new information relating to the long-term debt rating of the Issuer and (b) to provide new information relating to the business of the Issuer in the section "Description of the Issuer - Recent developments and outlook" in the Base Prospectus and (c) to incorporate by reference sections of the Issuer's interim report (including the Issuer's consolidated unaudited interim financial statements) as at and for the three month period ended 31 March 2013.

2. RATING INFORMATION

On 23 April 2013, the rating agency Moody's Investors Service, Inc. has downgraded Commerzbank's long-term rating to "Baa1" from "A3".

Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk by Moody's and as such may possess certain speculative characteristics. Moody's appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category

3. RECENT DEVELOPMENTS AND OUTLOOK

The section "Description of the Issuer - Recent developments and outlook" in the Base Prospectus shall be updated with the following new information:

On 19 April 2013, the annual general meeting of Commerzbank adopted a combined cash capital increase/capital increase against contributions in kind. The purpose of the envisaged capital transaction is to allow the complete and early repayment of the silent participations of the Financial Market Stabilisation Fund (SoFFin) of about EUR 1.6 billion and Allianz of EUR 750 million.

As initial step in the implementation of the planned transaction the annual general meeting of Commerzbank decided on the reduction of the share capital by way of redemption of 7 shares to EUR 5,829,513,850.00 to ensure a round number of the share capital as well as on the normal reduction of the share capital through the consolidation of shares in a ratio of 10:1 for the purpose of allocating part of the share capital to the capital reserve. Following the entry of the resolutions in the commercial register of the Local Court of Frankfurt am Main on April 22, 2013 the share capital of Commerzbank now amounts to EUR 582,951,385 and is divided into 582,951,385 bearer shares with no par value.

4. INTERIM REPORT AS AT AND FOR THE THREE MONTH PERIOD ENDED 31 MARCH 2013

On 7 May 2013 the Issuer published its interim report containing its consolidated unaudited interim financial statements as at and for the three month period ended 31 March 2013 (the Interim Report). A copy of the Interim Report has been filed with the Financial Conduct Authority and, by virtue of this Supplement, the following sections of the Interim Report are incorporated in, and form part of, the Base Prospectus:

Interim Management Report	p.8 – 29
Interim Risk Report	p.30 – 53
Interim Financial Statements	p.54 – 106
Boards of Commerzbank Aktiengesellschaft	p.107
Review Report	p.108
Significant subsidiaries and associates	p.109

Non-incorporated parts of the document incorporated by reference are either not relevant for an investor or are covered in the Base Prospectus.

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.

5. 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.