Commerzbank AG — Capital/Financing Update 2015

May 29, 2015

Third Supplement dated 29 May 2015 to the Base Prospectus dated 31 October 2014

COMMERZBANK AKTIENGESELLSCHAFT

Frankfurt am Main · Federal Republic of Germany

Note Programme (the "Programme")

This third supplement (the "Third Supplement") to the base prospectus dated 31 October 2014 (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 1 December 2014 (the "First Supplement") and the supplement thereto dated 27 March 2015 (the "Second Supplement").

This Third Supplement has been prepared in order to update the Base Prospectus following the publication of the COMMERZBANK Group's Interim Report as at 31 March 2015 and following the recent downrating of the Issuer by Fitch Ratings, Inc. and to further incorporate by reference in the Base Prospectus the third supplement dated 22 May 2015 to the Registration Document dated 29 October 2014.

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 3 June 2015.

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 (https://fim.commerzbank.com) and copies may be obtained from COMMERZBANK Aktiengesellschaft, Kaiserstraße 16 (Kaiserplatz), D-60311 Frankfurt am Main.

Amendments to the Base Prospectus

Introduction

The second paragraph on page 3 of the Base Prospectus shall be deleted and replaced by the following:

"The Issuer has been rated Baa1 (long-term rating) and P-2 (short-term rating) by Moody's Investors Service, Inc., A- (long-term rating) and A-2 (short-term rating) by Standard & Poor's Financial Services LLC and BBB (long-term rating) and F2 (short-term rating) by Fitch Ratings, Inc. Notes issued under the Programme will be unrated."

Summary

Element B.12 on pages 16 and 17 of the Base Prospectus shall be deleted and replaced by the following:

B.12	Selected key financial information	The following table sets forth selected key financial information of the Commerzbank Group which has been derived from the respective audited consolidated financial statements prepared in accordance with IFRS as of 31 December 2013 and 2014 as well as from the consolidated interim financial statements as of 31 March 2015 (reviewed):
		Balance Sheet (€m)	31 December 2013*)	31 December 2014)	31 March 2015
		Total assets 549,654		557,609	605,252
		Equity	26,933	26,960	28,129
			January – December	January – March
		Income Statement (€m)	2013*)	2014	2014 2015
		Operating profit	731	684	324 685
		Pre-tax profit or loss 238		623	324 619
		Consolidated profit or loss**)	81	264	200 366
		*) restatement.		Prior-year figures restated due to the restatement of credit protection insurance and the tax
		**) Insofar as attributable to COMMERZBANK shareholders.
	No material	There has been no material adverse change in the prospects of the
	adverse change statement:	Commerzbank Group since 31 December 2014.
	Significant	Not applicable – There has been no significant change in the financial
	change	position of the Commerzbank Group since 31 March 2015.
	statement:

Element B.17 on page 18 of the Base Prospectus shall be deleted and replaced by the following:

B.17	Credit ratings	The Issuer has been rated in accordance with the ratings below:
		Rating agency	Long-term rating	Short-term rating
		Moody's Investors Service, Inc	Baa1	P-2
		Standard & Poor's Financial Services LLC	A-	A-2

Fitch Ratings, Inc	BBB	F2
Notes issued under the Programme will be unrated. recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency.		A rating is not a

Documents incorporated by reference

In the section "DOCUMENTS INCORPORATED BY REFERENCE" the fourth section on page 58 shall be deleted and replaced by the following:

"Any documents themselves incorporated by reference in the documents incorporated by reference in this Base Prospectus shall not form part of this Base Prospectus save for the Commerzbank Group Interim Report as at 30 June 2014 (English version) which is incorporated by reference in the Registration Document (as defined below), the Commerzbank Group Interim Report as at 30 September 2014 (English version) which is incorporated by reference in the First Supplement to the Registration Document (as defined below), the Commerzbank Group Annual Report 2014 and the Financial Statements and Management Report 2014 of Commerzbank AG which are both incorporated by reference in the Second Supplement to the Registration Document (as defined below) and the Commerzbank Group Interim Report as at 31 March 2015 (English version) which is incorporated by reference in the Third Supplement to the Registration Document (as defined below)."

In the section "DOCUMENTS INCORPORATED BY REFERENCE" on page 59 of the Base Prospectus the following shall be added to the table referring to the Registration Document dated 29 October 2014 of Commerzbank Aktiengesellschaft:

Third Supplement to the Registration Document of Commerzbank Aktiengesellschaft, dated of 22 May 2015 (incorporating by reference the Interim Report as at 31 March 2015 of Commerzbank Group (English version) Whole document

General Information

The section "SIGNIFICANT CHANGE IN FINANCIAL POSITION" on page 151 shall be deleted and replaced by the following:

"Since 31 March 2015, no significant change in the financial position of the Commerzbank Group has occurred."