Commerzbank AG — Capital/Financing Update 2013

Sep 19, 2013

Commerzbank Aktiengesellschaft

Issue of up to GBP5,000,000 Notes linked to Warrants due November 2018 under the Note Programme

Commerzbank Aktiengesellschaft

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 4 September 2013 which constitutes a base prospectus for the purposes of the Prospectus Directive (the "Base Prospectus"). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. A summary of the Notes (which comprises the summary in the Base Prospectus as amended to reflect the provisions of these Final Terms) has been published on the Issuer's website (www.commerzbank.com).

$\mathbf{1}$ .	Details of Series/Tranche:
	(i)	Series Number:	UKN 9
	(ii)	Tranche Number:	1
2.		Specified Currency or Currencies:	Pounds Sterling ("GBP")
3.	Notes:	Aggregate Nominal Amount / Number of
	(i)	Series:	Up to GBP5,000,000
	(ii)	Tranche:	Up to GBP5,000,000
4.	Issue Price:		100.00 per cent. of par per Note
5.	(i)	Specified Denominations:	GBP1,000 and integral multiples of GBP1 in excess thereof up to and including GBP1,999.
	(ii)	Calculation Amount:	GBP 1
6.	(i)	Issue Date and Interest Commencement Date:	7 November 2013
7 1		Interest Basis:	The Notes bear and/or pay interest on the following basis:
			7.00 per cent. (flat) Fixed Rate
			(further particulars specified below)
8.		Redemption Basis:	W&C Linked Redemption
9.	Change of Interest Basis or Redemption Basis:		Not Applicable
		PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
10.	Fixed Rate Notes:		Applicable

$(i)$ Rate(s) of Interest: Fixed Coupon Amount (flat) payable annually in arrear

	(ii)	Interest Payment Date(s):	7 November in each year up to and including the Maturity Date
	(iii)	Fixed Coupon Amount(s):	GBP0.07 per Calculation Amount
		(Applicable to Notes in definitive form)
	(iv)	Broken Amount(s):	Not Applicable
		(Applicable to Notes in definitive form)
	(v)	Day Count Fraction:	Not Applicable
	(vi)	Determination Date(s):	Not Applicable
11.		Floating Rate Notes:	Not Applicable
12.		Zero Coupon Notes:	Not Applicable
		PROVISIONS RELATING TO REDEMPTION OF NOTES
13.	Maturity Date:		7 November 2018 or, if later, five Business Days after the Final Valuation Date
14.	Issuer Call:		Not Applicable
15.	Investor Put:		Not Applicable
16.		Final Redemption Amount of each Note:	Not Applicable
17.	Early Redemption Amount(s) of each Note 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 Error! Reference source not found.):		W&C Linked Note Conditions apply.
		AUTO CALL PROVISIONS
18.		Automatic Early Redemption Event:	Not Applicable
		PROVISIONS RELATING TO REDEMPTION BASIS
19.		Preference Share Linked Notes:	Not Applicable
20.		W&C Linked Notes:	Applicable
			The provisions of Annex 2 of the Terms and Conditions - Additional Terms and Conditions for W&C Linked Notes shall apply
	(i)	W&C Securities:	Warrant with ISIN DE000CB1K227
	(ii)	W&C Securities Issuer:	Commerzbank Aktiengesellschaft
	(iii)	Calculation Agent responsible for making calculations in respect of Notes (if Commerzbank not Aktiengesellschaft):	Not Applicable
	(iv)	Final Redemption Amount:	See W&C Linked Condition 2
	(v)	Final Valuation Date:	31 October 2018
	(vi)	Valuation Time:	See W&C Linked Condition 2
	(vii)	Additional Disruption Events:	The following Additional Disruption Events apply:

• Change in Law
• Hedging Disruption

Insolvency Filing

Increased Cost of Hedging

GENERAL PROVISIONS APPLICABLE TO THE NOTES

21.	Form of Notes:		Uncertificated Notes
			GBP1,000 and integral multiples of GBP1 in excess thereof up to and including GBP1,999.
22.	(i)	New Global Note:	No
	(iii)	Reference Item Linked Note:	Yes
23.	Additional Financial Centre(s) or other special provisions relating to Payment Dates:		London

1. Talons for future Coupons or Receipts to No be attached to Definitive Notes (and dates on which such Talons mature):

PURPOSE OF FINAL TERMS

For the purposes of the Notes the terms specified in these Final Terms are deemed to be incorporated into the Terms and Conditions of the Notes 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 complete the Conditions for the purposes of the Notes and these Final Terms may be regarded as evidencing the complete Conditions.

The information relating to the W&C Securities Underlyings contained herein (Part B paragraph 6) has been accurately extracted from Bloomberg and/or Reuters, as applicable. The Issuer accepts responsibility for the accuracy of such extraction but accepts no further or other responsibility in respect of such information.

Signed on behalf of the Issuer:

Womm By: ..

Duly authorised

PART B - OTHER INFORMATION

$1.$ LISTING AND ADMISSION TO TRADING

• Listing and Admission to Application is expected to be made by the Issuer (or on its $(i)$ trading: behalf) for the Notes to be admitted to trading on the regulated market of the London Stock Exchange.
• $(ii)$ Estimate of total expenses GBP500 related to admission to trading:

$2.$ INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

So far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer.

$3.$ 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 GBP5,000,000
• GBP500 $(iii)$ Estimated total expenses:
• $\overline{4}$ . YIELD (Fixed Rate Notes Only)

Indication of vield:

GBP0.07 per Calculation Amount (flat) payable annually in arrear

PERFORMANCE OF THE PREFERENCE SHARES NOTES, EXPLANATION OF EFFECT ON 5. VALUE OF INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE PREFERENCE SHARES (PREFERENCE SHARE LINKED NOTES ONLY)

Not Applicable

PERFORMANCE OF THE W&C SECURITIES, EXPLANATION OF EFFECT ON VALUE OF 6. INVESTMENT AND ASSOCIATED RISKS AND OTHER INFORMATION CONCERNING THE W&C SECURITIES (W&C LINKED NOTES ONLY)

The Notes relate to the warrants of Commerzbank Aktiengesellschaft with ISIN DE000CB1K227 (the "W&C Securities").

The value of the W&C Securities will be published on each Business Day on Reuters page COSP866.

The performance of the W&C Securities depends on the performance of the relevant underlying securities 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 securities as traded at the relevant exchange:

Share Issuer	Bloomberg ticker	Exchange	internet page
BP plc	BP/ LN Equity	London	www.lse.co.uk
Apple, Inc.	AAPL UQ Equity	NASDAQ	www.nasdaq.com
Sony Corporation	SNE UN Equity	NYSE	www.nyse.com

Information on the W&C Securities Underlyings (including past and future performance and volatility) is published on the internet page of the relevant Exchange. 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.

7. OPERATIONAL INFORMATION

(i)	ISIN Code:	GB00BDX87S89
(ii)	Common Code:	Not Applicable
(iii)	German Securities Number:	CZ430J
(iv)	CFI Code:	Not Applicable

• $(v)$ Any clearing system(s) other than Euroclear. Clearstream. Luxembourg and relevant the identification number(s):
• $(vi)$ Delivery:
• $(vii)$ Names and addresses of initial Paying Agents and Calculation Agent:
• $(viii)$ Names and addresses of additional Paying Agent(s) (if any):
• Deemed delivery of $(ix)$ clearing system notices for the purposes of Condition [Notices]:
• $(x)$ Intended to be held in a manner which would allow Eurosystem eligibility:

8. DISTRIBUTION

(i)	Method of distribution:	Non-syndicated
(ii)	Date of Subscription Agreement:	Not Applicable
(iii)	Stabilising Manager(s) (if any):	Not Applicable
(iv)	If non-syndicated, name of rele- Commerzbank Aktiengesellschaft vant Dealer:
(v)	Total commission and concession:	Not Applicable

$(vi)$ Non exempt Offer: Not Applicable.

The Notes are issued in uncertified form in accordance with the Uncertified Securities Regulations 2001 and title to the Notes is recorded in the relevant operator register of elibible debt securities.

• Delivery against payment
• Not Applicable.

The Euroclear Registrar (Computershare Investor Services (Guernsey) (Limited) will act as paying agent in respect of the Notes.

Not Applicable.

Any notice delivered to Noteholders through Euroclear and/or Clearstream, Luxembourg will be deemed to have been given on the second day on which Euroclear and/or Clearstream, Luxembourg are open for business after the day on which it was given to Euroclear and Clearstream, Luxembourg.

No

An offer of the Notes may be made by Mariana Capital Markets LLP and any financial intermediary which is authorised to make such offers under the Financial Services and Markets Act 2000, as amended, or other applicable legislation implementing the Markets in Financial Instruments Directive (Directive 2004/39/EC) and publishes on its website the following statement (with the information in square brackets being completed with the relevant information):

[insert legal name of financial "We. intermediary], refer to the [insert title of relevant Notes] (the "Notes") described in the Final Terms dated [insert date] (the "Final Terms") published by Commerzbank Aktiengesellschaft (the "Issuer"). We hereby accept the offer by the Issuer of its consent to our use of the Base Prospectus (as defined in the Final Terms) in connection with the offer of the Notes in accordance with the Authorised Offeror Terms and subject to the conditions to such consent, each as specified in the Base Prospectus, and we are using the Base Prospectus accordingly." (each an

"Authorised Offeror" $\alpha$ ^r "Financial Intermediary")

other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom ("Public Offer Jurisdictions") during the period from 19 September 2013 to 31 October 2013 (the "Offer Period"). See further Paragraph 9 below.

$(vii)$ U.S. Selling Restrictions:

TEFRAC

9. TERMS AND CONDITIONS OF THE OFFER (PUBLIC OFFER ONLY)

Offer Price:

Issue Price

A 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 Notes intending to purchase Notes through the Financial Intermediary should request details of any commission or fee payment before making any purchase.

Conditions to which the offer is subject:

Description of the application process:

The Issuer reserves the right to withdraw the offer for Notes 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 Notes 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.

A prospective investor in the Notes should contact the Financial Intermediary for details of the application process in order to purchase Notes during the Offer Period. A prospective investor in the Notes will invest in accordance with the arrangement existing between the 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 Notes. If an investor in any jurisdiction other than the Public Offer Jurisdictions wishes to purchase the Notes, 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 Notes outside the terms of the offer or the Offer Period.

Details of the minimum and/or maximum amount of application:

Description of possibility to reduce subscriptions and manner for refunding excess amount paid by applicants:

Details of the method and time limits for paying up and delivering the Notes:

Manner and date in which results of the offer are to be made public:

Procedure for exercise of any right of preemption, negotiability of subscription rights and treatment of subscription rights not exercised:

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.

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 Notes, or possession or distribution of any offering material in connection with the issue of the Notes, 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 Notes at its own expense.

The minimum and maximum amount of application from the Financial Intermediary will be notified to investors by the Financial Intermediary.

A prospective investor in the Notes 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.

A prospective investor in the Notes should contact the Financial Intermediary for details of the method and time limits for paying up and delivering the Notes.

The total number of Notes to be issued will be made available at the address of the Financial Intermediary and on the web site https://fim.commerzbank.com/ on or prior to the Issue Date.

Not Applicable

Not Applicable

Investors will be notified by the Financial 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 Notes may take place prior to the Issue Date.

Expenses may be charged by an Authorised Offeror in the range between 1.00 per cent. and 3.00 per cent. of the nominal amount of the Notes to be purchased by the relevant investor.

Mariana Capital Markets LLP 100 Cannon Street London EC4N 6EU United Kingdom

ANNEX

SUMMARY OF THE NOTES

Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections $A - E(A.1 - E.7)$ . This Summary contains all the Elements required to be included in a summary for the Notes and the Issuer. Because some Elements are not required to be addressed. there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted in a summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element should be included in the summary explaining why it is not applicable.

SECTION A - INTRODUCTION AND WARNINGS

• Element Description Disclosure Requirement of Element
• $A.1$ Warnings . This summary should be read as an introduction to the Base Prospectus and the applicable Final Terms.

• Any decision to invest in any Notes should be based on a consideration of this Base Prospectus as a whole, including any documents incorporated by reference and the applicable Final Terms.

. Where a claim relating to information contained in the Base Prospectus and the applicable Final Terms is brought before a court in a Member State of the European Economic Area, the plaintiff may, under the national legislation of the Member State where the claim is brought, be required to bear the costs of translating the Base Prospectus and the applicable Final Terms before the legal proceedings are initiated.

. Civil liability attaches to the Issuer solely on the basis of this summary, including any translation of it, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this Base Prospectus and the applicable Final Terms or, following the implementation of the relevant provisions of Directive 2010/73/EU in the relevant Member State, it does not provide, when read together with the other parts of this Base Prospectus and the applicable Final Terms, key information in order to aid investors when considering whether to invest in the Notes.

$A.2$ Consent to Certain Tranches of Notes with a denomination of less than €100,000 (or its the use of the equivalent in any other currency) may be offered in circumstances where there Prospectus is no exemption from the obligation under the Prospectus Directive to publish a prospectus. Any such offer is referred to as a "Non-exempt Offer".

Subject to the conditions set out below, the Issuer consents to the use of this Base Prospectus in connection with a Non-exempt Offer of Notes by Mariana Capital Markets LLP and any financial intermediary which is authorised to make such offers under the Financial Services and Markets Act 2000, as amended, or other applicable legislation implementing the Markets in Financial Instruments Directive (Directive 2004/39/EC) and publishes on its website the following statement (with the information in square brackets being completed with the relevant information):

"We, [insert legal name of financial intermediary], refer to the [insert title of relevant Notes] (the "Notes") described in the Final Terms dated [insert date] (the "Final Terms") published by Commerzbank Aktiengesellschaft (the "Issuer"). We hereby accept the offer by the Issuer of its consent to our use of the Base Prospectus (as defined in the Final Terms) in connection with the offer of the Notes in

accordance with the Authorised Offeror Terms and subject to the conditions to such consent, each as specified in the Base Prospectus, and we are using the Base Prospectus accordingly." (each an "Authorised Offeror" or "Financial Intermediary").

The Issuer's consent referred to above is given for Non-exempt Offers of Notes during 19 September 2013 to 31 October 2013 (the "Offer Period").

Conditions to consent: The conditions to the Issuer's consent (in addition to the conditions referred to above) are that such consent (a) is only valid during the Offer Period; and (b) only extends to the use of this Base Prospectus to make Non-exempt Offers of the relevant Tranche of Notes in the United Kingdom.

AN INVESTOR INTENDING TO PURCHASE OR PURCHASING ANY NOTES IN A NON-EXEMPT OFFER FROM AN AUTHORISED OFFEROR WILL DO SO, AND OFFERS AND SALES OF SUCH NOTES TO AN INVESTOR BY SUCH AUTHORISED OFFEROR WILL BE MADE, IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER IN PLACE BETWEEN SUCH AUTHORISED OFFEROR AND SUCH INVESTOR INCLUDING ARRANGEMENTS IN RELATION TO PRICE, ALLOCATIONS, EXPENSES AND SETTLEMENT. THE RELEVANT INFORMATION WILL BE PROVIDED BY THE AUTHORISED OFFEROR AT THE TIME OF SUCH OFFER.

SECTION B - ISSUER

Element	Description of Element	Disclosure requirement
B.1	Legal and Commercial Name of the Issuer	The legal name of the Bank is COMMERZBANK Aktiengesellschaft (the "Issuer", the "Bank" or "Commerzbank", together with its consolidated subsidiaries "Commerzbank Group" or the "Group") and the commercial name of the Bank is Commerzbank.
B.2	Domicile / Legal Form / Legislation / Country of	The Bank's registered office is Frankfurt am Main. Its head office is at Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main, Federal Republic of Germany.
	Incorporatio n	Commerzbank is a stock corporation established under German law.
B.4b	Known trends affecting the Issuer and the in- dustries in which it operates	The global financial market crisis and sovereign debt crisis in the eurozone in particular have put a very significant strain on the net assets, financial position and results of operations of Commerzbank in the past, and it can be assumed that further materially adverse effects for Commerzbank can also result in the future, in particular in the event of a renewed escalation of the crisis.
B.5	Organisa- tional Structure	Commerzbank is the parent company of the Commerzbank Group. The Commerzbank Group holds directly and indirectly equity participations in various companies.
B.9	Profit	Not Applicable.
	forecasts or estimates	The Issuer currently does not make profit forecasts or estimates.
B.10	Qualifica- tions in the	Not Applicable.
	auditors' report	PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungs-gesellschaft, Frankfurt am Main ("PwC") audited the annual financial statements for the

2012 financial year and the consolidated financial statements for the 2011 and 2012 financial years and issued an unqualified auditors' report in each case. Furthermore, PwC has subjected Commerzbank's condensed consolidated interim financial statements as at 30 June 2013 to an auditor's review and issued a review report.

B.12 Selected key The following table shows an overview of the balance sheet and income statement of the Commerzbank Group which has been extracted from the financial information respective audited consolidated financial statements prepared in accordance with IFRS as of 31 December 2011 and 2012 as well as from the consolidated interim financial statements as at 30 June 2013 (reviewed):

	31 December	31 December	30 June
Balance sheet	2011	$2012^{17}$	2013
Assets $\epsilon$ m)
Cash reserve	6.075	15.755	11,937
Claims on banks	87,790	88.028	113.522
Claims on customers	296,586	278.546	278,069
Value adjustment portfolio fair value hedges	147	202	105
Positive fair value of derivative
hedging instruments	5.132	6.057	4,448
Trading assets	155,700	144.144	124.540
Financial investments	94.523	89.142	85,455

Holdings in companies
accounted for using the equity method	694	744	736
Intangible assets	3.038	3.051	3,081
Fixed assets	1.399	1,372	1,700
Investment properties	808	637	729
Non-current assets and disposal
groups held for sale	1,759	757	4,932
Current tax assets	716	790	604
Deferred tax assets	4.154	3,216	3.183
Other assets	3,242	3,571	3.922
Total	661.763	636,012	636.963
Liabilities and equity $(\epsilon m)$
Liabilities to banks	98,481	110.242	124,386
Liabilities to customers	255,344	265,842	290,585
Securitised liabilities	105,673	79,332	69,802
Value adjustment portfolio fair
value hedges	938	1.467	825
Negative fair values of derivative
hedging instruments	11,427	11,739	9,175
Trading liabilities	137,847	116,111	91,362
Provisions	3,761	3.259	4,017
Current tax liabilities	680	324	318
Deferred tax liabilities	189	90	199
Liabilities from disposal groups held for sale	592	$\overline{2}$	23
Other liabilities	6,568	6.523	6,542
Subordinated capital	13,285	12,316	11,739
Hybrid capital	2,175	1,597	1,513
Equity	24,803	26,327	26,477
Total	661,763	636,012	636.963

	31 December 2011	31 December 2012	30 June $2012$ 1)	30 June 2013
Income Statement $(\epsilon m)$
Net interest income	6,724	5.539	3.478	2,985
Loan loss provisions	(1,390)	(1,660)	(616)	(804)
Net interest income after loan loss provisions	5.334	3.879	2,862	2,181
Net commission income	3,495	3.191	1,633	1,655
Net trading income and net trading from hedge accounting	1,986	1,121	248	308
Net investment income	(3,611)	81	(199)	(126)
Current net income from companies accounted for using the equity method	42	46	18	19
Other net income	1,253	(77)	(22)	(67)
Operating expenses	7,992	7,025	3,522	3.423
Restructuring expenses		43	43	493
Net gain or loss from sale of disposal of groups		(268)	(86)
Pre-tax profit or loss	507	905	889	54
Taxes on income	(240)	796	211	57
Consolidated profit or loss	747	109	678	(3)

¹⁾ Prior-year figures restated due to the first-time application of the amended IAS 19 and other disclosure changes.

Save as disclosed under item B.13, there has been no material adverse change in the prospects of Commerzbank since 31 December 2012

Save as disclosed under item B.13, no significant change in the financial position of the Commerzbank Group has occurred since 30 June 2013.

B.13 Recent In November 2012 Commerzbank published its strategic and financial goals developuntil 2016. Thus Commerzbank plans to adapt its business model to the ments changing framework conditions in the financial industry in the coming years. In the framework of its strategic agenda for the period to 2016, Commerzbank intends to invest more than EUR 2.0 billion in the earnings power of its core business in the segments Private Customers, Mittelstandsbank, Corporates & Markets and Central & Eastern Europe. Furthermore, costs shall be kept stable and the capital base shall be further optimised by implementing additional efficiency measures.

As part of its implementation of the strategic agenda, Commerzbank is to eliminate around 5,200 full-time posts by 2016.

On 13 March 2013 Commerzbank announced that it is planning an early repayment in full of the silent participations of the Financial Market Stabilization Fund (SoFFin) of about EUR 1.6 billion and Allianz of EUR 750 million. To this end, a capital reduction through the consolidation of shares in the ratio of 10:1 was implemented in a first step on 22 April 2013. In a further step, a capital increase was implemented and registered in the commercial register of the Local Court of Frankfurt am Main on 28 May 2013. A total of 555,555,556 new shares were issued at a subscription price of EUR 4.50 per share. The silent participations of SoFFin and Allianz were repaid in full as of 31 May 2013.

In mid-July 2013 Commerzbank signed an agreement regarding the sale of its commercial real estate portfolio in the United Kingdom to a consortium. The transaction covers commercial real estate loans totalling EUR 5.0 billion. including the associated interest rate and currency hedging derivatives as well as the entire operating business of Hypothekenbank Frankfurt in the UK.

At the end of July 2013 Commerzbank reached an agreement with BNP Paribas regarding the sale of its "Depotbank" business. In the course of the transaction the customer relationships are being transferred to BNP Paribas. This transaction is still subject to the approval of the relevant supervisory authorities. The custody business for customers of Commerzbank, which provides a comprehensive custody service for the Bank's private, business and corporate customers as well as for institutional investors, and forms part of Commerbank's core business, is not affected by the deal.

• B.14 Dependence Not Applicable. of the Issuer upon other As stated under item B.5, Commerzbank is the parent company of the entities Commerzbank Group. within the group
• B.15 Issuer's The focus of the activities of the Commerzbank Group is on the provision of a principal wide range of products and financial services to private, small and mediumsized corporate as well as institutional customers in Germany, including activities, account administration, payment transactions, lending, savings and principal investment products, securities services, and capital market and investment markets banking products and services. Furthermore, the Group is active in specialist sectors, such as leasing. As part of its comprehensive financial services strategy, the Group also offers other financial services in association with

cooperation partners, particularly building savings loans, asset management and insurance. In addition, the Group is expanding its position as one of the most important German export financiers. Alongside its business in Germany, the Group is also active in Central and Eastern Europe through its subsidiaries, branches and investments.

On September 30, 2012 the Commerzbank Group was divided into five segments -- Private Customers, Mittelstandsbank, Central & Eastern Europe. Corporates & Markets and Non Core Assets (NCA) as well as the Others and Consolidation segment. Thereof, the Private Customers, Mittelstandsbank, Central & Eastern Europe and Corporates & Markets segments, along with the Others and Consolidation segment formed the core bank of the Commerzbank Group. The NCA segment constitutes the Group internal reduction unit which, since August 9, 2012, contains the Commercial Real Estate Financing and Ship Finance businesses in addition to the businesses that were classified as non-core activities as of March 30, 2012 as well as the Public Finance portfolio. In legal terms, former Eurohypo Aktiengesellschaft will retain the Commercial Real Estate Financing portfolio as well as the Public Finance portfolio. As of August 31, 2012, Eurohypo Aktiengesellschaft was renamed "Hypothekenbank Frankfurt AG". The core business of Hypothekenbank Frankfurt with private customers (private construction financing) was integrated into the Private Customers segment of the core bank. In addition, the Group division Commerz Real was integrated into the Private Customers segment within the core bank. Furthermore, as of July 1, 2012, the Portfolio Restucturing Unit (PRU) segment was dissolved as a separate segment. Significant parts of the remaining portfolio were transferred to the Corporates & Markets segment of the core bank.

On July 30, 2012, Commerzbank reached an agreement with the Ukrainian Smart Group on the sale of its stake of approximately 96% in the Ukrainian Bank Forum. The transaction was approved by the regulatory authorities at the end of October 2012.

B.16 Controlling Not Applicable.

parties

Commerzbank has not submitted its management to any other company or person, for example on the basis of a domination agreement, nor is it controlled by any other company or any other person within the meaning of the German Securities Acquisition and Takeover Act.

B.17 Credit The Issuer has been rated in accordance with the ratings below: ratings:

Rating agency	Long-term rating	Short-term rating
Moody's Investor Service, Inc.	Baa1	P-2
Standard&Poor's Financial Services LLC	A-	$A-2$
Fitch Ratings, Inc.	A+	F1+

Notes issued under the Programme will be unrated. A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.

SECTION C - SECURITIES

Element	Description of Element	Disclosure requirement
C.1	Type and class of Notes being offered/Security	The Notes are GBP5,000,000 Notes linked to warrants due November 2018 ("W&C Linked Notes").
	identification number	International Securities Identification Number (ISIN): GB00BDX87S89
C.2	Currency	The currency in this Series of Notes is Pounds Sterling ("GBP").
C.5	Restrictions on free transferability	The Notes will be freely transferable, subject to the offering and selling restrictions in the United Kingdom, the United States of America and under the Prospectus Directive and the laws of any other jurisdiction in which the relevant Notes are offered or sold.
C.8	Rights attached	Status (Ranking)
	to the Notes, including ranking, including limitations of these rights	Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and rank at least pari passu with all other unsecured and unsubordinated obligations of the Issuer (save for such exceptions as may exist from time to time) under applicable law.

Taxation

All present and future taxes, fees or duties payable in connection with the Notes shall be borne and paid by the Holders. The Issuer is entitled to withhold from payments to be made or assets to be delivered under the Notes any taxes, fees and/or duties payable by the Holder in accordance with the previous sentence.

Events of default

Terms of the Notes contain, amongst others, events of default covering non-payment and relating to the insolvency of the Issuer.

The terms of the Notes will contain, amongst others, the following events of default:

(a) the Issuer is in default for more than 30 days in the payment of any amount due under the Conditions; or

(b) the Issuer violates any other obligation under the Conditions, and such violation continues for 60 days after receipt of written notice thereof from such Holder: or

(c) the Issuer is wound up or dissolved whether by a resolution of the shareholders or otherwise (except in connection with a merger or reorganisation in such a way that all of the assets and liabilities of the Issuer pass to another legal person in universal succession by operation of law); or

(d) the Issuer ceases its payments and this continues for 60 days, or admits to be unable to pay its debts; or

(e) any insolvency proceedings are instituted against the Issuer which shall not have been dismissed or stayed within 60 days after their institution or the Issuer applies for the institution of such proceedings, or offers or makes an arrangement for the benefit of its creditors; or

(f) in the case of a substitution of the Issuer any of the events set forth in sub-paragraphs (c) to (e) above occurs in respect of the Guarantor.

Meetings

The terms of the Notes will contain provisions for calling meetings of holders of such Notes to consider matters affecting their interests generally. These provisions permit defined majorities to bind all holders, including holders who did not attend and vote at the relevant meeting and holders who voted in a manner contrary to the majority.

Governing law

The Notes and any non-contractual obligations arising out of or in connection with them will be governed by, and construed in accordance with, English law.

$C.9$ Interest/ Please see Element C.8.

Redemption

Interest

The Notes bear interest from their date of issue at the fixed rate of 7.00 per cent. per annum. The yield of the Notes is 7.00 per cent. Interest will be paid annually in arrear on 7 November in each year. The first interest payment will be made on 7 November 2014.

Redemption

Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on 7 November 2018 at an amount calculated by reference to the performance of the warrant issued by Commerzbank Aktiengesellschaft with ISIN DE000CB1K227 (the "W&C Security").

The redemption amount payable in respect of the W&C Linked Notes will be calculated by reference to the performance of a certificate or warrant issued by the Bank or another issuer.

W&C Linked Notes will be subject to early redemption (a) if certain events (such as illegality, disruptions or cost increases) occur with respect to the Issuer's or any affiliates hedging arrangements, or if insolvency filings are made with respect to the issuer of the relevant warrants or certificates or (b) if the relevant warrants or certificates are cancelled or terminated (other than by reason of a scheduled exercise) or are subject to an early cancellation event.

The amount payable on early redemption as provided in (a) will be the Early Redemption Amount and the amount payable on early redemption as provided in (b) will be the Early W&C Cancellation Note Amount.

"Early Redemption Amount" means an amount calculated by the Calculation Agent on the same basis as the Final Redemption Amount except that the definition of W&C Securities Valuefinal shall be the W&C Securities Value on the Early W&C Cancellation Valuation Date.

"Early W&C Cancellation Note Amount" means an amount calculated by the Calculation Agent equal to:

15

W & CSecuritiesValue_early CalculationAmount x W & CSecuritiesValue_initial

where

"W&C Securities Value_early " means the W&C Securities Value on the Early W&C Cancellation Valuation Date: and

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

Representative of holders

Not Applicable.

No representative of the Noteholders has been appointed by the Issuer.

• $C.10$ Derivative Not Applicable. component in interest There is no derivative component in the interest payments. payment
• $C.11$ Listing -Application is expected to be made by the Issuer (or on its behalf) for the Admission to Notes to be admitted to trading on the regulated market of the London Trading Stock Exchange.
• $C.15$ Any underlying These Notes are W&C Linked Notes. Amounts payable in respect of W&C which may Linked Notes will be calculated by reference to certificates or warrants affect the value issued by the Bank or another issuer. of the Notes
• $C.16$ Exercise The maturity date of the Notes will be 7 November 2018 (the "Maturity date/final Date"). reference date
• $C.17$ Settlement The Notes are cash settled. procedure of

derivative

securities

securities $C.18$ Return on See Element C.8 above for the rights attaching to the Notes. derivative

Information on interest in relation to the Notes is set out in Element C.9 above.

Final Redemption

Unless previously redeemed or purchased and cancelled, each Note will be redeemed by the Issuer on the Maturity Date at an amount per Note calculated by the Calculation Agent equal to either (a) par, (b) the Calculation Amount multiplied by a specified percentage or (c) the relevant Final Payout (the "Final Redemption Amount").

The Final Redemption Amount applicable to the Notes is an amount per Note equal to

CalculationAmount $\times \frac{V \times V \times V}{W \& \text{CSecuritiesValue}_{initial}}$ W & CSecurities Value final

where

"W&C Securities Value_final" means the W&C Securities Value on the Final Valuation Date; and

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

• $C.19$ Exercise The final reference price of the Underlying Reference will be determined in price/final accordance with the valuation mechanics set out in Element C.9 and reference price Element C.18 above, as applicable. of the underlying
• $C.20$ Type of The underlying for the Notes is the warrant issued by Commerzbank underlying Aktiengesellschaft with ISIN DE000CB1K227.
• $C.21$ Indication of the Application is expected to be made by the Issuer (or on its behalf) for the markets where Notes to be admitted to trading on the regulated market of the London the securities Stock Exchange. will be traded and for which prospectus has been published

$\ddot{\phantom{1}}$

SECTION D - RISKS

Element Description of Disclosure requirement Element

$D.2$ Key risks The Notes entail an issuer risk, also referred to as debtor risk or credit risk specific to the for prospective investors. An issuer risk is the risk that Commerzbank Issuer becomes temporarily or permanently unable to meet its obligations to pay the redemption amount or any other payments to be made under the Notes.

Furthermore, Commerzbank is subject to various risks within its business activities. Such risks comprise in particular the following types of risks:

1. Global financial market crisis and sovereign debt crisis

The global financial market crisis and sovereign debt crisis in the eurozone in particular have put a very significant strain on the net assets, financial position and results of operations of the Group in the past, and it can be assumed that further materially adverse effects for the Group can also result in the future, in particular in the event of a renewed escalation of the crisis. A further escalation of the crisis within the European Monetary Union can have material adverse effects with consequences that even pose a threat to the Group's existence. The Group holds a large amount of sovereign debt. Impairments and valuations of such sovereign debt at lower fair values have material adverse effects on the Group.

2. Macroeconomic environment

The macroeconomic environment prevailing for some time adversely affects the results of operations of the Group and the strong dependence of the Group on the economic environment, particularly in Germany, can lead to further substantial burdens in the event of a renewed economic downturn.

3. Counterparty default risk

The Group is exposed to counterparty default risk (credit risk) also in respect of large individual commitments, large loans and advances, and commitments that are concentrated in individual sectors, so called "cluster" commitments, as well as loans to debtors that may be particularly affected by the sovereign debt crisis. Real estate finance and ship finance are exposed to risks associated in particular with the volatility of real estate and ship prices, including counterparty default risk (credit risk) and the risk of substantial changes in the values of private and commercial real estate and ships held as collateral. The Group has a substantial number of nonperforming loans in its portfolio and these defaults may not be sufficiently covered by collateral in combination with previously conducted writedowns and established provisions.

4. Market risks

The Group is exposed to market price risks in the valuation of equities and investment fund units as well as in the form of interest rate risks, credit spread risks, currency risks, volatility and correlation risks, commodity price risks.

5. Strategic risks

There is a risk that the Group may not be able to implement its strategic

plans, or only implement them in part or at higher costs than planned. The synergy effects anticipated from Dresdner Bank's integration into the Group may be less than expected or begin to materialise at a later date. In addition, ongoing integration is causing considerable costs and investments that may exceed the planned limits. Customers may not be retained in the long run as a result of the takeover of Dresdner Bank.

6. Risks from the competitive environment

The markets in which the Group is active, particularly the German market and there, above all, activities in business with private and corporate customers as well as investment banking, are characterised by heavy competition on the basis of prices and conditions, which results in considerable pressure on margins. Measures by governments and central banks to combat the financial crisis and the sovereign debt crisis have a significant impact on the competitive environment.

7. Liquidity risks

The Group is dependent on the regular supply of liquidity and a marketwide or company-specific liquidity shortage can have material adverse effects on the Group's net assets, financial position and results of operations. Currently, the liquidity supply of banks and other players in the financial markets is strongly dependent on expansive measures of the central banks.

8. Operational risks

The Group is exposed to a large number of operational risks including the risk that employees enter into extensive risks for the Group or violate compliance-relevant regulations in connection with the conducting of business activities and thereby cause suddenly occurring damage of a material size.

9. Risks from equity participations

With respect to holdings in listed and unlisted companies. Commerzbank is exposed to particular risks associated with the soundness and manageability of such holdings. It is possible that goodwill reported in the consolidated balance sheet will have to be written down, in full or in part.

10. Risks from bank-specific regulation

Ever stricter regulatory capital and liquidity standards may bring into question the business model of a number of the Group's operations and negatively affect the Group's competitive position. Other regulatory reforms proposed in the wake of the financial crisis, e.g., statutory charges such as the bank levy or a possible financial transaction tax or stricter disclosure and organisational obligations can materially influence the Group's business model and competitive environment.

11. Legal risks

Claims for damages on the grounds of faulty investment advice and the lack of transparency of internal commissions have led to substantial charges and may also in the future lead to further substantial charges for the Group. Commerzbank and its subsidiaries are subject to claims. including in court proceedings, for payment and restoration of value in connection with profit participation certificates and trust preferred securities it issued. The outcome of such proceedings can have material

negative effects on the Group, beyond the claims asserted in each case. Regulatory, supervisory and judicial proceedings may have a material adverse effect on the Group. Proceedings brought by regulators, supervisory authorities and prosecutors may have material adverse effects on the Group.

$D.3$ Kev risks There are also risks associated with the Notes, including a range of market specific to the risks, as follows: Notes

1. the Notes may not be a suitable investment for all investors - each potential investor in the Notes must determine the suitability of that investment in light of its own circumstances;

2. the holder may not receive payment of the full amounts due in respect of the Notes as a result of amounts being withheld by the Issuer in order to comply with applicable law;

3. investors are exposed to the risk of changes in law or regulation affecting the value of Notes held by them:

4. investors who purchase Notes in denominations that are not an integral multiple of the specified denomination may be adversely affected if definitive Notes are subsequently required to be issued;

5. there may be no or only a limited secondary market in the Notes and this would adversely affect the value at which an investor could sell his Notes;

6. in determination of the price of Notes in the secondary market, the prices provided by the market maker may deviate from an actuarial value of the Notes and/or the price to be expected from a commercial perspective, which would have formed in a liquid market at the relevant time in which several market makers acting independently of each other provide prices;

7. the value of an investor's investment may be adversely affected by exchange rate movements where the Notes are not denominated in the investor's own currency;

8. changes in interest rates will affect the value of Notes which bear interest at a fixed rate;

9. credit ratings assigned to the Issuer may not reflect all the risks associated with an investment in the Notes;

10. if an investor holds Notes which are not denominated in the investor's home currency, he will be exposed to movements in exchange rates adversely affecting the value of his holding. In addition, the imposition of exchange controls in relation to any Notes could result in an investor not receiving payments on those Notes;

11. the investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities which may restrict certain investments:

12. there may be restricted secondary trading because of non-availability of electronic trading systems;

13. if there is no secondary market immediately before final maturity the redemption amount may change between the last trading day and the scheduled maturity date which may be to the investor's disadvantage;

14. The obligations under the Notes constitute direct, unconditional, unsecured obligations of the Issuer and, unless otherwise provided by applicable law, rank at least pari passu with all other unsubordinated obligations of the Issuer;

15. The Notes will represent an investment linked to the economic performance of the relevant Reference Item(s) and prospective investors should note that the return (if any) on their investment in such Notes will depend upon the performance of such Reference Item(s);

16. A Note will not represent a claim against any Reference Item and, in the event of any loss, a Holder will not have recourse under a Note to any Reference Item;

17. The value of the Notes could be adversely affected by a change in English law or administrative practice;

18. If the Issuer determines that the performance of its obligations under the Notes or that any arrangement to hedge its obligations under the Notes has or will become unlawful, illegal or otherwise prohibited in whole or in part as a result of compliance with any applicable present or future law, rule, regulation, judgment, order or directive of any governmental, administrative, legislative or judicial authority or power, or in the interpretation thereof, in whole or in part for any reason, the Issuer may redeem the Notes;

19. If an issue of Notes includes provisions dealing with the occurrence of an event that leads to postponement of valuation and/or calculation on a different basis, any such postponement and/or calculation on a different basis may have an adverse effect on the value of such Notes;

20. The Issuer and its Affiliates may hedge themselves against the financial risks associated with the issue of the Notes by performing hedging activities in relation to the relevant Reference Item. Such activities in relation to the Notes may influence the market price of the Reference Item:

21. there may be potential conflicts of interest within the Commerzbank Group, which may also engage in trading activities (including hedging activities) relating to the Reference Item and other instruments or derivative products based on or relating to the Reference Item of any Notes:

22. Investors who purchase Bearer Notes in denominations that are not an integral multiple of the Specified Denomination may be adversely affected if Definitive Bearer Notes are subsequently required to be issued;

23. The Issuer may issue W&C Linked Notes where the Final Redemption Amount is determined by reference to the changes in the value of warrants or other certificates issued by the Issuer or another entity. Potential investors in W&C Linked Notes should be aware that an investment in W&C Linked Notes will entail significant risks not associated with a conventional debt or equity security;

If, as a result of the performance of the asset or basis of reference underlying the relevant warrants or certificates ("W&C Underlying"), the performance of the W&C Securities is negative, the value of the W&C Linked Notes will be adversely affected.

		An investment in W&C Linked Notes is not the same as an investment in the W&C Securities and does not confer any legal or beneficial interest in the relevant warrants or certificates or any W&C Underlying or any rights that a holder of the relevant warrants or certificates or any W&C Und erlying may have.
D.6	Risk warning	In the event of the insolvency of the Issuer or if it is otherwise unable or unwilling to repay the Notes when repayment falls due, an investor may lose all or part of his investment in the Notes.

$\sim 10^{11}$

SECTION E - OFFER

Element	Description of Element	Disclosure requirement
E.2b	Reasons for the offer and use of proceeds	The net proceeds from the issue of Notes will be applied by the Issuer for its general corporate purposes, which include making a profit.
E.3	Terms and conditions of the offer	Kingdom.	This issue of Notes is being offered in a Non-Exempt Offer in the United
			The issue price of the Notes is 100.00 per cent. of their nominal amount.
		Offer Price:	Issue Price
		Conditions to which the offer is subject:	The Issuer reserves the right to withdraw the offer for Notes 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 Notes 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 Notes should contact the Financial Intermediary for details of the application process in order to purchase Notes during the Offer Period. A prospective investor in the Notes will invest in accordance with the arrangement existing between the 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 Notes. If an investor in any jurisdiction other than the Public Offer Jurisdictions wishes to purchase the Notes, 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 Notes 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 Notes, or possession or distribution of any offering material in connection with the issue of the Notes, 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 Notes at its own expense.

		Details of the minimum and/ or maximum amount of applications:	The minimum and maximum amount of application from the Financial Intermediary will be notified to investors by the Financial Intermediary.
		Manner and date in which results of the offer are to be made public:	The total number of Notes to be issued will be made available at the address of the Financial Intermediary and on the web site https://fim.commerzbank.com/ on or prior to the Issue Date.
		Others Terms and Conditions of the Offer:	Expenses may be charged by an Authorised Offeror in the range between 1.00 per cent. and 3.00 per cent. of the nominal amount of the Notes to be purchased by the relevant investor.
			No dealing activities in the Notes may take place prior to the Issue Date.
E.4	Any interest material to the issue/offer including conflicts of interests	The relevant Dealers may be paid fees in relation to any issue of Notes under the Programme. Any such Dealer and its affiliates may also have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
		Furthermore, the following conflicts of interest can arise in connection with the exercise of rights and/or obligations of the Issuer in accordance with the Terms and Conditions of the Notes (e.g. in connection with the determination or adaptation of parameters of the terms and conditions), which affect the amounts payable:
		- execution of transactions in the Reference Item
		- issuance of additional derivative instruments with regard to the Reference Item
		- business relationship with the Issuer of the Reference Item
		- possession of material (including non-public) information about the Reference Item
		- acting as Market Maker
		Other than as mentioned above, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer, including conflicting interests.
E.7	Estimated expenses charged to the investor by the Issuer or the Offeror	Not Applicable.
		No expenses will be charged to investors by the Issuer.
		the relevant investor.	For this specific issue, however, expenses may be charged by an Authorised Offeror (as defined above) in the range between 1.00 per cent. and 3.00 per cent. of the nominal amount of the Notes to be purchased by