Commerzbank AG — Capital/Financing Update 2013

Jun 19, 2013

Supplement dated 19 June 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 disclose (a) new information relating to the long-term debt rating of the Issuer and (b) to provide new information relating to the share capital of the Issuer following the capital reduction through the consolidation of shares in the ratio of 10:1 as implemented on April 22, 2013 in the section "Description of the Issuer - Recent developments and outlook" in the Base Prospectus.

2. RATING INFORMATION

On 28 May 2013, the rating agency Standard & Poor's Financial Services LLC has downgraded Commerzbank's long-term rating to "A-" from "A".

An obligor rated A has strong capacity to meet its financial commitments but is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligors in higher-rated categories. The ratings form "AA" to "CCC" may be modified by the addition of a plus (+) or minus (-) sign to show the relative standing within the major rating categories.

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:

In a further step to the capital reduction through the consolidation of shares in the ratio of 10:1 as implemented on April 22, 2013, a capital increase was implemented and registered in the commercial register of the Local Court of Frankfurt am Main on May 28, 2013. A total of 555,555,556 new shares were issued at a subscription price of EUR 4.50 per share. As of the date of this Supplement the percentage of voting rights of the Financial Market Stabilization Fund (SoFFin) amounts to 17.15%. The silent participations of the Financial Market Stabilization Fund (SoFFin) of about EUR 1.6 billion and Allianz of EUR 750 million were repaid in full on 31 May 2013.

The share capital of Commerzbank now amounts to EUR 1,138,506,941.00 and is divided into 1,138,506,941 bearer shares with no par value.

4. 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.