Commerzbank AG — Capital/Financing Update 2014

May 7, 2014

Third Supplement dated 6 May 2014 to the Base Prospectus dated 4 September 2013

COMMERZBANK AKTIENGESELLSCHAFT

Frankfurt am Main · Federal Republic of Germany

Note Programme (the "Programme")

This third supplement (the "Third Supplement") to the base prospectus dated 4 September 2013 (the "Base Prospectus" or the "Prospectus") constitutes a supplement for the purposes of Article 13 of the Loi relative aux prospectus pour valeurs mobilières which implements Directive 2003/71/EC of the European Parliament and of the Council of November 4, 2003, as amended by Directive 2010/73/EU of the European Parliament and of the Council of November 24, 2010, into Luxembourg Law (the "Luxembourg Law") and is prepared in connection with the Note Programme of COMMERZBANK Aktiengesellschaft ("Commerzbank Aktiengesellschaft", "COMMERZBANK", the "Issuer" or the "Bank", together with its consolidated subsidiaries and affiliated companies "COMMERZBANK Group" or the "Group"). Unless otherwise defined herein, expressions defined in the Base Prospectus shall have the same meaning when used in this Third Supplement.

This Third Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus, the supplement thereto dated 22 November 2013 (the "First Supplement") and the supplement thereto dated 11 March 2014 (the "Second Supplement").

This Third Supplement has been prepared in order to incorporate by reference in the Base Propectus the third supplement dated 9 April 2014 to the Registration Document dated 6 November 2013 and sections of the Issuer's annual report 2013.

The Issuer accepts responsibility for the information contained in this Third Supplement and hereby declares, that having taken all reasonable care to ensure that such is the case, the information contained in this Third Supplement is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

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

In accordance with Article 13 paragraph 2 of the Luxembourg Law, investors who have already agreed to purchase or subscribe for the Notes before this Third Supplement is published have the right, exercisable within two working days after the publication of this Third Supplement, to withdraw their acceptances. The final date of the right of withdrawal will be 8 May 2014.

This Third Supplement is available for viewing in electronic form together with the Base Prospectus, the First Supplement thereto, the Second Supplement thereto and the documents incorporated by reference at the website of the Luxembourg Stock Exchange (www.bourse.lu). Furthermore, this Third Supplement is available for viewing in electronic form at the website of COMMERZBANK Aktiengesellschaft (www.commerzbank.com) and copies may be obtained from COMMERZBANK Aktiengesellschaft, Kaiserstraße 16 (Kaiserplatz), D-60311 Frankfurt am Main.

Amendments to the Base Prospectus

Summary

Element B.12 "Selected key financial information" on pages 17 to 19 of the Base Prospectus shall be deleted and replaced by the following:

B.12	Selected key	The following table shows an overview of the balance sheet and
	financial	income statement of COMMERZBANK Group which has been
	information,	extracted from the respective audited consolidated financial statements
	Prospects of the	prepared in accordance with IFRS as of 31 December 2012 and 2013:
	Issuer, Significant		31 December	31 December
	changes in the	Balance sheet	2012*)	2013
	financial position	Assets (€m)
		Cash reserve 15,755		12,397
		Claims on banks	88,028	87,545
		Claims on customers	278,546	245,963
		Value adjustment portfolio fair
		value hedges 202		74
		Positive fair value of derivative
		hedging instruments	6,057	3,641
		Trading assets 144,144		103,616
		Financial investments	89,142	82,051
		Holdings in companies accounted
		for using the equity method	744	719
		Intangible assets	3,051	3,207
		Fixed assets1,372		1,768
		Investment properties	637	638
		Non-current assets and disposal
		groups held for sale	757	1,166
		Current tax assets	790	844
		Deferred tax assets	3,227	3,096
		Other assets 3,571		2,936
		Total	636,023	549,661
		accounting restatement. Liabilities and equity (€m)
		Liabilites to banks	110,242	77,694
		Liabilities to customers	265,905	276,486
		Securitised liabilities	79,357	64,670
		Value adjustment portfolio fair value
		hedges	1,467	714
		Negative fair values of derivative
		hedging instruments	11,739	7,655
		Trading liabilities	116,111	71,010
		Provisions 4,099		3,877
		Current tax liabilities	324	245
		Deferred tax liabilities	91	83
		Liabilities from disposal groups held for sale	2	24
		Other liabilities 6,523		6,553
		Subordinated capital	13,913	13,714
			26,250	26,936
		Equity Total	636,023	549,661
		*) After combination of the balance sheet items subordinated capital and hybrid capital into the balance sheet item subordinated debt instruments and after restatement due to the first-time application of the amended IAS 19 and hedge accouting restatement.
			January – December
			2012*)	2013

	Income Statement (€m)
	Net interest income	6,487	6,148
	Loan loss provisions	-1,660	-1,747
	Net interest income after loan loss provisions	4,827	4,401
	Net commission income	3,249	3,215
	Net trading income and net trading from hedge accounting	73	-82
	Net investment income	81	17
	Current net income from companies accounted for using the equity method	46	60
	Other net income	-77	-89
	Operating expenses	7,029	6,797
	Restructuring expenses	43	493
	Net gain or loss from sale of disposal of groups	-268	---
	Pre-tax profit or loss	859	232
	Taxes on income	803	65
	Consolidated profit or loss	56	167
	*) Prior-year figures restated due to the first-time application of the amended IAS 19, the hedge accounting restatement and other disclosure changes. There has been no material adverse change in the prospects of COMMERZBANK Group since 31 December 2013. Since 31 December 2013 no significant changes in the financial position of COMMERZBANK Group have occurred.

In Element D.12 "Key risks specific to the Issuer" on page 30 of the Base Prospectus the risk factors commencing with the section "Global Financial Market Crisis and Sovereign Debt Crisis:" shall be deleted and replaced by the following:

Global Financial Market Crisis and Sovereign Debt Crisis:

The global financial crisis and sovereign debt crisis, particularly in the eurozone, have had a significant material adverse effect on the Group's net assets, financial position and results of operations. There can be no assurance that the Group will not suffer further material adverse effects in the future, particularly in the event of a renewed escalation of the crisis. Any further escalation of the crisis within the European Monetary Union may have material adverse effects on the Group, which, under certain circumtances, may even threaten the Group's existence. The Group holds substantial volumes of sovereign debt. Impairments and revaluations of such sovereign debt to lower fair values have had material adverse effects on the Group's net assets, financial position and results of operations in the past, and may have further adverse effects in the future.

Macroeconomic Environment:

The macroeconomic environment prevailing over the past few years continues to negatively affect the Group's results, and the Group's heavy dependence on the economic environment, particularly in Germany, may result in further substantial negative effects in the event of a possible renewed economic downturn.

Counterparty Default Risk:

The Group is exposed to default risk (credit risk), including in respect of large individual commitments, large loans and commitments, concentrated in individual sectors, referred to as "cluster" risk, as well as loans to debtors that may be particularly affected by the sovereign debt crisis. The run-down of the ship finance portfolio and the Commercial Real Estate finance portfolio is exposed to considerable risks in view of the current difficult market environment and the volatility of ship prices and real estate prices and the default risk (credit risk) affected thereby, as well as the risk of substantial changes in the value of ships held as collateral, directly owned, directly owned real estate and private and commercial real estate held as collateral. The Group has a substantial number of non-performing loans in its portfolio and these defaults may not be sufficiently covered by collateral or by write-downs and provisions previously taken.

Market Price 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.

Strategic Risks:

There is a risk that the Group may not be able to implement its strategic agenda or may be able to do so only in part or at higher costs than planned, and that the implementation of planned measures may not lead to the achievement of the strategic objectives sought to be obtained.

Risks from the Competitive Environment:

The markets in which the Group is active, particularly the German market (and, in particular, the private and corporate customer business and investment banking activities) and the Polish market, are characterized by intense competition on price and on transaction terms, which results in considerable pressure on margins.

Liquidity Risks:

The Group is dependent on the regular supply of liquidity and a market-wide or companyspecific 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.

Operational Risks:

The Group is exposed to a large number of operational risks including the risk that employees will enter into excessive risks on behalf of the Group or violate compliance-relevant regulations in connection with the conduct of business activities and thereby cause considerable losses to appear suddenly, which may also lead indirectly to an increase in regulatory capital requirements.

Risks from Equity Participations:

COMMERZBANK is exposed to particular risks in respect of the value and management of equity investments in listed and unlisted companies. It is possible that the goodwill reported in the Group's consolidated financial statements will have to be fully or partly written down as a result of impairment tests.

Risks from Bank-Specific Regulation:

Ever stricter regulatory capital and liquidity standards and procedural and reporting requirements may call into question the business model of a number of the Group's activities, adversely affect the Group's competitive position, or make the raising of additional equity capital necessary. Other regulatory reforms proposed in the wake of the financial crisis, for example, requirements such as the bank levy, a possible financial transaction tax, the separation of proprietary trading from the deposit-taking business, or stricter disclosure and organizational obligations may materially influence the Group's business model and competitive environment.

Legal Risks:

Legal disputes may arise in connection with COMMERZBANK's business activities, the outcomes of which are uncertain and which entail risks for the Group. For example, claims for damages on the grounds of flawed investment advice have led to substantial liabilities for the Group and may also lead to further substantial liabilities for the Group in the future. Payments and restoration of value claims have been asserted against COMMERZBANK and its subsidiaries, in some cases also in court, in connection with profit participation certificates and trust preferred securities they have issued. The outcome of such proceedings may have material adverse effects on the Group that go 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.

Documents incorporated by reference

In the section "DOCUMENTS INCORPORATED BY REFERENCE" on pages 57 to 59 of the Base Prospectus the following shall be added to the table referring to the Registration Document dated 6 November 2013 of Commerzbank Aktiengesellschaft:

Third Supplement to the Registration Document of Commerzbank			Whole document
Aktiengesellschaft, dated of 9 April 2014

Furthermore, the following shall be added to the section "DOCUMENTS INCORPORATED BY REFERENCE":

Commerzbank Group Annual Report 2013

Group Management Report Group Risk Report	p. 47 – 96 p. 97 – 132
Group Financial Statements	p. 133 – p. 324
Statement of comprehensive income	p. 135 – p. 137
Balance sheet	p. 138 – p. 139
Statement of changes in equity	p. 140 – p. 142
Cash flow statement	p. 143 – p. 144
Notes	p. 145 – p. 322
Responsibility statement by the Board of Managing Directors	p. 322
Independent auditor's report	p. 323 – p.324
Disclaimer (reservation regarding forward-looking statements)	p. 338

General Information

In the section "DOCUMENTS AVAILABLE" on page 146 the paragraph (ii) shall be deleted and replaced by the following:

the audited financial statements and management reports of the Issuer and the Annual Reports of the Group in respect of the financial years ended 31 December 2012 and 31 December 2013