Commerzbank AG — Capital/Financing Update 2016

Jan 29, 2016

Commerzbank Aktiengesellschaft

Issue of up to GBP 5,000,000 Autocallable Notes due January 2022 linked to Series 114 Preference Share under the Note Programme

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 5 November 2015 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 as so supplemented. 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 (https://fim.commerzbank.com).

$\mathbf{1}$ Details of Series/Tranche:

	(i)	Series Number:	UKN32
	(i)	Tranche Number:	1
2.		Specified Currency or Currencies:	Pounds Sterling ("GBP")
3.	Notes:	Aggregate Nominal Amount / Number of
	(i)	Series:	Up to GBP 5,000,000
	(ii)	Tranche:	Up to GBP 5,000,000
4.	Issue Price:		100.00 per cent. of par per Note
5.	(i)	Specified Denominations:	GBP 1,000 and integral multiples of GBP 1 in excess thereof up to and including GBP 1,999.
	(ii)	Calculation Amount:	GBP 1
6.	(i)	Issue Date:	29 January 2016
7.	Interest Basis:		Not Applicable
8.		Redemption Basis:	Preference Share Linked Redemption
9.	Change of Interest Basis or Redemption Basis:		Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

10.	Fixed Rate Notes:	Not Applicable
11.	Floating Rate Notes:	Not Applicable
12.	Zero Coupon Notes:	Not Applicable

PROVISIONS RELATING TO REDEMPTION OF NOTES

13.	Maturity Date:	20 January 2022 or, if later, three Business Days after
		the Final Valuation Date.

• $14.$ Issuer Call: Not Applicable
• $15.$ Investor Put:
• Final Redemption Amount of each Note: 16.
• $17.$ 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 .5(D)):

AUTO CALL PROVISIONS

18.		Automatic Early Redemption Event:			Applicable
	(a)	Automatic $Date(s)$ :	Early	Redemption	18 January 2018, 18 January 2019, 20 January 2020 and 20 January 2021
					X:3
	(b)	Automatic Valuation Date(s):	Early	Redemption	15 January 2018, 15 January 2019, 15 January 2020 and 15 January 2021

Not Applicable

Not Applicable

Preference Share Linked Note Conditions apply.

PROVISIONS RELATING TO REDEMPTION BASIS

19.		Preference Share Linked Notes:	Applicable
			The provisions of Annex 1 of the Terms and Conditions - Additional Terms and Conditions for Preference Share Linked Notes shall apply
	(a)	Preference Share:	Series 114 index linked redeemable preference share issued by Commerz Pearl Limited in January 2016
	(b)	Calculation Agent responsible for making calculations in respect of Notes:	Commerzbank Aktiengesellschaft
	(c)	Final Redemption Amount:	See Preference Share Linked Condition 2
	(d)	Final Valuation Date:	17 January 2022
	(e)	Valuation Time:	See Prefence Share Linked Condition 2
	(f)	Additional Disruption Events:	The following Additional Disruption Events apply:
			Change in Law
			Hedging Disruption
			Insolvency Filing
			Increased Cost of Hedging
20.		W&C Linked Notes:	Not Applicable
		GENERAL PROVISIONS APPLICABLE TO THE NOTES
21.		Form of Notes:	Bearer Notes
			Permanent Global Note exchangeable for definitive Notes only upon an Exchange Event

GBP 1,000 and integral multiples of GBP 1 in excess thereof up to and including GBP 1,999.

1. $(i)$ New Global Note: No

2. Underlying Linked Note: $(ii)$ Yes

3. Additional Financial Centre(s) or other 23. London special provisions relating to Payment Dates:
4. 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.

THIRD PARTY INFORMATION

The information relating to the Preference Share Underlyings contained herein (Part B paragraph 5) 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:

$Bv:$

Duly authorised

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING $\mathbf{1}$

Listing and Admission to trading:

Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the regulated market of the London Stock Exchange.

INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE $\mathcal{P}$

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

Not Applicable

$\boldsymbol{4}$ YIELD (Fixed Rate Notes Only)

Indication of vield: Not Applicable

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

The Notes relate to Series 114 index linked redeemable preference share issued by Commerz Pearl Limited (the "Preference Share Issuer") in January 2016 (the "Preference Share").

The value of the Preference Share will be published on each Business Day on Reuters page CBKPREF114=CBKL.

The performance of the Preference Share depends on the performance of the relevant underlying indices or basis of reference to which the Preference Share is linked (the "Preference Share Underlyings"). Preference Share Underlyings are the following indices (each an "Index") as determined and published by the relevant index sponsor (each an "Index Sponsor"):

Index	Bloomberg ticker	Index Sponsor	Internet Page
FTSE 100 Index	UKX Index	FTSE International Limited	www.ftse.com
EURO STOXX 50 Index SX5E Index		Stoxx, Limited.	www.stoxx.com

Information on the relevant Index is published on the Bloomberg ticker stated with respect to the relevant Index and on the internet page stated with respect to the relevant Index Sponsor. Potential investors should review the terms of the Preference Share and consult with their own professional advisors if they consider it necessary. The terms of the Preference Share as well as information on the Preference Share Value will be available on https://fim.commerzbank.com.

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

Not Applicable

$\overline{7}$ . OPERATIONAL INFORMATION

(a)	ISIN:	XS1321116268
(b)	Common Code:	132111626
(c)	German Securities Number:	CB0GPG
(d)	CFI Code:	Not Applicable

• $(e)$ Any clearing system(s) other than Euroclear. Clearstream. Luxembourg and the relevant identification number(s):
• $(f)$ Deliverv:
• Names and addresses of initial $(a)$ Paying Agents and Calculation Agent:
• $(h)$ Names and addresses of additional Paying Agent(s) (if any):
• $(i)$ Intended to be held in a manner which would allow Eurosystem eligibility:

Not Applicable.

Delivery against payment

Not Applicable.

Not Applicable.

No. Whilst the designation is specified as "no" at the date of these Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met

8. DISTRIBUTION

• $(a)$ Method of distribution:
• $(b)$ Date of Subscription Agreement:
• $(c)$ If non-syndicated, name of relevant Dealer:
• $(d)$ Total commission and concession:
• $(e)$ Non exempt Offer:

Not Applicable Commerzbank Aktiengesellschaft

Non-syndicated

Not Applicable

An offer of the Notes may be made by Beaufort Securities Limited 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"). $ln$ consideration of the Issuer offering to grant its consent to our use of the Base Prospectus (as defined in the Final Terms) in connection with the offer of the Notes in the United Kingdom during the Offer Period and subject to the other conditions to such consent, each as specified in the Base Prospectus, we hereby accept the offer by the Issuer in accordance with the Authorised Offeror Terms (as specified in the Base Prospectus) and confirm that we are

using the Base Prospectus accordingly. "

other than pursuant to Article 3(2) of the Prospectus Directive in the United Kingdom ("Public Offer Jurisdictions") during the period from 16 November 2015 to 15 January 2016 (the "Offer Period"). See further Paragraph 9 below.

$(i)$ U.S. Selling Restrictions: TEFRAC

$9₁$

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 the 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:

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

The Issuer reserves the right to withdraw the offer for Notes at any time on or prior to the end of the Offer

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.

Meteor Asset Management Limited 55 King William Street London EC4R 9AD

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 is included in the summary with the mention of "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 by the Investor. 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 the Certain Tranches of Notes with a denomination of less than €100,000 (or its 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 Meteor Asset Management Limited 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"). In consideration of the Issuer offering to grant its consent to our use of the Base Prospectus (as defined in the Final Terms) in connection with the offer of the Notes in the United Kingdom during the Offer Period and subject to the other conditions to such consent, each as specified in the Base Prospectus, we hereby accept the offer by the Issuer in accordance with the Authorised Offeror Terms (as specified in the Base Prospectus) and confirm that we are using the Base Prospectus accordingly."

Offer Period: The Issuer's consent referred to above is given for Non-exempt Offers of Notes during 16 November 2015 to 15 January 2016 (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

• Description of Element Disclosure requirement Element
• $B.1$ Legal and The legal name of the Issuer is COMMERZBANK Aktiengesellschaft (the Commercial "Issuer", the "Bank" or "COMMERZBANK", together with its consolidated Name of the subsidiaries "COMMERZBANK Group" or the "Group") and the commercial Issuer name of the Issuer is COMMERZBANK.
• $B.2$ Domicile / The Issuer's registered office is Frankfurt am Main, Federal Republic of Legal Form / Germany. Legislation / Country of COMMERZBANK is a stock corporation established and operating under
• Incorporation German law and incorporated in the Federal Republic of Germany. B.4b Known trends The global financial market crisis and sovereign debt crisis in the eurozone in affecting the particular have put a very significant strain on the net assets, financial position Issuer and the and results of the operations of Commerzbank in the past, and it can be
• industries in assumed that further materially adverse effects for Commerzbank may also which it occur in the future, in particular in the event of a renewed escalation of the operates crisis.
• B.5 Organisational COMMERZBANK is the parent company of COMMERZBANK Group. Structure COMMERZBANK Group holds directly and indirectly equity participations in various companies.
• B.9 Profit forecasts Not Applicable. or estimates

The Issuer currently does not make profit forecasts or estimates.

• B.10 Oualifications Not Applicable. in the auditors' report on the Unqualified auditors' reports have been issued on the consolidated financial historical statements and management reports for the financial year ended 2013 and financial 2014 which are incorporated by reference into this Base Prospectus. information
• B.12 Selected key The following table sets forth selected key financial information of the financial Commerzbank Group which has been derived from the respective audited information 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 30 September 2015 (reviewed):

Balance Sheet (Em)		31 December 2013'	31 December 2014	30 September 2015
Total assets		549.654	557.609	563,852
Equity		26.933	26.960	30,102
Income Statement $(\epsilon m)$	2013'	January - December 2014	January - September 2014	2015
Operating profit	731	684	924	1.499
Pre-tax profit or loss	238	623	924	1.405
Consolidated profit or loss .	81	264	525	853

*) Prior-year figures restated due to the restatement of credit protection insurance and the tax restatement.

**) Insofar as attributable to COMMERZBANK shareholders.

• No material There has been no material adverse change in the prospects of the adverse Commerzbank Group since 31 December 2014.
• change statement:

Significant Not Applicable. change statement: There has been no significant change in the financial position of the

Commerzbank Group since 30 September 2015.

B.13 Recent events Not Applicable. which are to a

material extent There are no recent events particular to the Issuer which is to a material relevant to the extent relevant to the evaluation of the Issuer's solvency. Issuer's

B.14 Dependence of Not Applicable.

solvency

the Issuer upon other entities As stated under element B.5, COMMERZBANK is the parent company of within the COMMERZBANK Group. group

B.15 Issuer's The focus of the activities of COMMERZBANK Group is on the provision of a principal wide range of financial services to private, small and medium-sized corporate activities, and institutional customers in Germany, including account administration, principal payment transactions, lending, savings and investment products, securities markets services, and capital market and investment banking products and services.

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. The Group is continuing to expand its position as one of the most important German export financiers. Alongside its business in Germany, the Group is also active internationally through its subsidiaries, branches and investments, particularly in Europe. The focus of its international activities lies in Poland and on the goal of providing comprehensive services to German small and medium-sized enterprises in Western Europe, Central and Eastern Europe and Asia.

COMMERZBANK Group is divided into five operating segments - Private Customers, Mittelstandsbank, Central & Eastern Europe, Corporates & Markets and Non Core Assets (NCA) as well as Others and Consolidation. The Private Customers, Mittelstandsbank, Central & Eastern Europe and Corporates & Markets segments form COMMERZBANK Group's core bank together with Others and Consolidation.

• 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 (Wertpapiererwerbs- und Übernahmegesetz).
• 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 Investor Service, Inc.	Baa1	P-2
Standard&Poor's Financial Services LLC	BBB+	$A-2$
Fitch Ratings, Inc.	BBB

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

Description of

Element

	Element
C.1	Type and class of Notes being offered/Security identification	The Notes are up to GBP 5,000,000 Autocallable Notes due January 2022 linked to Series 114 Preference Share ("Preference Share Linked Notes")
	number	International Securities Identification Number (ISIN): XS1321116268.
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, Ireland and under the Prospectus Directive and the laws of any other jurisdiction in which the relevant Notes are offered or sold.

Disclosure requirement

$C.8$ Rights attached to the Notes. ranking. limitations of these rights

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 or deduct from payments to be made or assets to be delivered under the Notes for or on account of any taxes, fees and/or duties required by law or otherwise pavable by the Holder in accordance with the previous sentence. Neither the Issuer nor any other person shall be required to pay additional amounts in respect of any such withholding or deduction.

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 such original Issuer in its capacity of guaranteeing compliance by the new issuer of its obligations under the Notes

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.

Status (Ranking)

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.

• $C.11$ 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 Preference Share Linked Notes. The redemption amount which may affect payable in respect of Preference Share Linked Notes will be calculated by the value of the reference to the performance of Series 114 index linked redeemable Notes preference share issued by the Preference Share Issuer in January 2016.
• $C.16$ Exercise The maturity date of the Notes will be 20 January 2022 (the "Maturity date/final Date"). reference date
• $C.17$ Settlement The Notes are cash settled procedure of derivative securities
• $C.18$ Return on Interest derivative securities Not applicable - The Notes do not bear any interest.

Redemption

The redemption amount payable in respect of Preference Share Linked Notes will be calculated by reference to the performance of a single specified preference share of Commerz Pearl Limited (the "Preference Share Issuer").

Early Redemption

Preference Share Linked Notes will be subject to early redemption (a) if certain corporate events (such as insolvency, merger or nationalisation of the Preference Share Issuer or a tender offer) occur, or if certain events (such as illegality, disruptions or cost increases) occur with respect to the Issuer's or any affiliate's hedging arrangements, or if insolvency filings are made with respect to the Preference Share Issuer or (b) if the Issuer, or any of its affiliates receives notice from the Preference Share Issuer that the relevant preference share are to be redeemed prior to the Maturity Date. 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 Preference Share Redemption Note Amount.

"Early Preference Share Redemption Note Amount" means an amount calculated by the Calculation Agent equal to:

$CA \times \frac{Pr \space referenceShareValue_{early}}{Pr \space referenceShareValue_{initial}}$

"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 Preference Share Value_final shall be the Preference Share Value on the Early Redemption Valuation Date.

Final Redemption

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

$CA \times \frac{Pr \text{eferenceShareValue}{\text{final}}}{Pr \text{eferenceShareValue}{\text{initial}} }$

"Calculation Amount" or "CA" means GBP 1.

"Early Redemption Valuation Date" means the second business day immediately preceding the date for early redemption of the Notes.

"Final Valuation Date" means 17 January 2022 or, if any date(s) for valuation of or any determination of the underlying asset or reference basis (or any part thereof) for the Preference Share falling on or about such day is to be delayed in accordance with the terms and conditions of the Preference Share by reason of a disruption or adjustment event, the Final Valuation Date shall be such delayed valuation or determination date(s), all as determined by the Calculation Agent.

"Initial Valuation Date" means 29 January 2016 or, if the date for valuation of or any determination of the underlying asset or reference basis (or any part thereof) for the Preference Share falling on or about such day is to be delayed in accordance with the terms and conditions of the Preference Share by reason of a disruption or adjustment event, the Initial Valuation Date shall be such delayed valuation or determination date(s), all as determined by the Calculation Agent.

"Preference Share Value_early" means the Preference Share Value on the Early Redemption Valuation Date.

"Preference Share Value_final" means the Preference Share Value on the Final Valuation Date.

"Preference Share Value_initial" means the Preference Share Value on the Initial Valuation Date.

"Preference Share Value" means, in respect of any day, the market value of a Preference Share at the Valuation Time on such day as determined by the Calculation Agent.

"Valuation Time" means the time as set out in Prefence Share Linked Condition 2 of the Base Prospectus.

Automatic Early Redemption

Automatic Early Redemption Valuation

If on any Automatic Early Redemption Valuation Date an Automatic Early Redemption Event occurs, then the Notes will be automatically redeemed in whole, but not in part, each Note being redeemed on the Automatic Early Redemption Date immediately following such Automatic Early Redemption Valuation Date at the Automatic Early Redemption Amount.

The Automatic Early Redemption Amount will be an amount calculated by the Calculation Agent equal to:

$CA \times \frac{UnderlyingValue_{AutoEarly}}{UnderlyingValue_{initial}}$

"Automatic Early Redemption Event" means that the Underlying becomes redeemable prior to its original designated final redemption date

"Automatic Early Redemption Date" means 18 January 2018, 18 January 2019, 20 January 2020 and 20 January 2021, or if later, the fifth Business Day following the relevant Automatic Early Redemption Valuation Date.

"Automatic Early Redemption Valuation Date" means 15 January 2018, 15 January 2019, 15 January 2020 and 15 January 2021 or, if the date for valuation of or any determination of any underlying asset or basis of reference for the Preference Share falling on or about such day is to be delaved in accordance with the terms and conditions of the Preference Share, such Automatic Early Redemption Valuation Date shall be such delayed valuation date(s), as determined by the Calculation Agent.

"Underlying Level" means the Preference Share Value.

"Underlying Value_{Auto Early}" means the Underlying Level on the relevant Automatic Early Redemption Valuation Date.

"Underlying Value_initial" means the Underlying Level on the Initial Valuation Date

• $C.19$ The final reference price of the Underlying is the market value of the Exercise price/final Underlying at the Valuation Time on the Final Valuation Date as reference price of determined by the Calculation Agent. the underlying
• $C.20$ Type of The underlying (the "Underlying") for the Notes is the Series 114 index underlying linked redeemable preference share issued by the Preference Share Issuer in January 2016 (the "Preference Share").
• $C.21$ 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 will Stock Exchange be traded and for which prospectus has been published

SECTION D - RISKS

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

activities. Such risks comprise in particular the following types of risks:

$\mathbf{1}$ 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 circumstances, 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.

$2¹$ Macroeconomic environment

The macroeconomic environment prevailing over the past few vears have negatively affected 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 renewed economic downturn.

$\mathbf{3}$ 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 "bulk" risk, as well as loans to debtors that may be particularly affected by the sovereign debt crisis. The rundown 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 defaults may not be sufficiently covered by collateral or by write-downs and provisions previously taken.

4. 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 and commodity price risks.

5. Strategic risks

There is a risk that the Group may not benefit from the 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.

6. 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 characterised by

intense competition on price and on transaction terms, which results in considerable pressure on margins.

$\overline{7}$ . 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.

8. Operational risks

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

9. Risks from Goodwill Write-Downs

It is possible that the goodwill reported in the Group's consolidated financial statements and brand names will have to be fully or partly written down as a result of impairment tests.

10. 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, reduce the Group's profitability 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 organisational obligations may materially influence the Group's business model and competitive environment.

$11.$ 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.

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

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:

1. 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:

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

3. 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;

4. 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:

5. 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:

6. 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;

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

8. 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:

9. 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;

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

11. 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;

12. 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;

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

14. 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:

1. 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;

2. Notes may be subject to automatic early redemption on the occurrence of an Automatic Early Redemption Event.

$D.6$ 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. There are also risks associated with the Notes, including a range of market risks, as follows:

1. Leveraged exposure will magnify losses when the Underlying moves against expectations:

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

3. A Note will not represent a claim against any Underlying and, in the event of any loss, a Holder will not have recourse under a Note to any Underlving:

4. 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 Underlying. Such activities in relation to the Notes may influence the market price of the Underlying;

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

6. The Issuer may issue Preference Share Linked Notes where the Final Redemption Amount is determined by reference to the changes in the value of the Preference Share issued by the Preference Share Issuer, and an investment in Preference Share 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 Preference Share ("Preference Share Underlying"), the performance of the Preference Share is negative, the value of the Preference Share Linked Notes will be adversely affected.

An investment in Preference Share Linked Notes is not the same as an investment in the Preference Share and does not confer any legal or beneficial interest in the Preference Share or any Preference Share Underlying or any voting rights, right to receive dividends or other rights that a holder of the Preference Share or any Preference Share Underlying may have.

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	This issue of Notes is being offered in a Non-Exempt Offer in the United Kingdom.
			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 in- vestors 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 juris- diction 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 actual 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 29 January 2016.
		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 29 January 2016.
E.4	Any interest material to the issue/offer including conflicts of interests	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 Underlying
		- issuance of additional derivative instruments with regard to the Underlying
		- business relationship with the issuer of the Underlying
		- possession of material (including non-public) information about the Underlying
		- acting as Market Maker
		including conflicting interests.	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,
E.7	Estimated expenses	Not Applicable.
	charged to the investor by the	No expenses will be charged to investors by the Issuer.
	Issuer or the Offeror	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