COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main Federal Republic of Germany

Transcription

1 Supplement dated 6 November 2015 to the Base Prospectus dated 28 October 2015 COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main Federal Republic of Germany 40,000,000,000 Medium Term Note Programme (the "Programme") This supplement (the "Supplement") to the base prospectus dated 28 October 2015 (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 4 November 2003 (as amended, including by Directive 2010/73/EU of the European Parliament and of the Council of 24 November 2010) into Luxembourg Law (the "Luxembourg Law") and is prepared in connection with the 40,000,000,000 Medium Term 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 Supplement. This Supplement is supplemental to, and should be read in conjunction with, the Base Prospectus. This Supplement has been prepared following the publication of the Interim Report of the COMMERZBANK Group as of 30 September 2015 on 2 November The Issuer accepts responsibility for the information contained in this Supplement and hereby declares, that having taken all reasonable care to ensure that such is the case, the information contained in this 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 Supplement and (b) any other statement in or incorporated in the Base Prospectus, 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 Supplement is published have the right, exercisable within two working days after the publication of this Supplement, to withdraw their acceptances. The final date of the right of withdrawal will be 10 November This Supplement is available for viewing in electronic form together with the Base Prospectus and the documents incorporated by reference at the website of the Luxembourg Stock Exchange ( Furthermore, this Supplement is available for viewing in electronic form at the website of COMMERZBANK Aktiengesellschaft ( (available under "Investor Relations", "Bondholder Information"; "Issuance Programmes") and copies may be obtained from COMMERZBANK Aktiengesellschaft, Kaiserstraße 16 (Kaiserplatz), D Frankfurt am Main.

2 Amendments to the Base Prospectus Summary Element B.12 on pages 4 and 5 of the Base Prospectus shall be deleted and replaced by the following: B.12 Selected key financial information, No material adverse change in the prospects of the Issuer, Significant changes in the financial position 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 condensed consolidated interim financial statements (reviewed) as of 30 September 2015: Balance Sheet ( m) 31 December 31 December 2013 *) September 2015 Total assets , , ,852 Equity... 26,933 26,960 30,102 Income Statement ( m) January December January September 2013 *) Operating profit ,499 Pre-tax profit or loss ,405 Consolidated profit or loss **) *) Prior-year figures restated due to the restatement of credit protection insurance and the tax restatement. **) Insofar as attributable to COMMERZBANK shareholders. There has been no material adverse change in the prospects of the COMMERZBANK Group since 31 December Not applicable. There has been no significant change in the financial position of the COMMERZBANK Group since 30 September

3 Zusammenfassung Element B.12 on page 24 of the Base Prospectus shall be deleted and replaced by the following: B.12 Ausgewählte wesentliche Finanzinformationen, Keine wesentliche negative Veränderung in den Aussichten der Emittentin, Wesentliche Veränderung in der Finanzlage Die nachstehende Übersicht zeigt ausgewählte Finanzinformationen des COMMERZBANK-Konzerns, die den jeweils geprüften Konzernabschlüssen nach IFRS zum 31. Dezember 2013 und 2014 sowie dem verkürzten, einer prüferischen Durchsicht unterzogenen Konzernzwischenabschluss zum 30. September 2015 entnommen wurden: Bilanz (in Mio ) 31. Dezember 2013 *) 31. Dezember September 2015 Bilanzsumme Eigenkapital Konzern-Gewinnund Verlustrechnung (in Mio ) Januar Dezember Januar September 2013 *) Operatives Ergebnis Ergebnis vor Steuern Konzernergebnis **) *) Anpassung Vorjahr aufgrund der Restatements der Kreditversicherungen und Steuern. **) Soweit den COMMERZBANK-Aktionären zurechenbar. Seit dem 31. Dezember 2014 ist keine wesentliche negative Veränderung in den Aussichten des COMMERZBANK-Konzerns eingetreten. Entfällt. Seit dem 30. September 2015 ist keine wesentliche Veränderung in der Finanzlage des COMMERZBANK-Konzerns eingetreten. Commerzbank Aktiengesellschaft In sub-section "Board of Managing Directors and Supervisory Board - Board of Managing Directors" on pages 118 to 126 the following shall be added after the table on page 119: "On 2 November 2015 Martin Blessing announced that he will not extend his contract ending on 31 October In its Meeting held on 4 November 2016, the Supervisory Board of COMMERZBANK appointed Dr Marcus Chromik to the Board of Managing Directors, succeeding Dr Stefan Schmittmann as from 1 January The appointment is subject to approval by the European Central Bank." The following paragraph shall be added to sub-section "Interim Financial Information" on page 127 of the Base Prospectus: "The COMMERZBANK Group's condensed interim financial statements as of 30 September 2015 (reviewed) are incorporated by reference into, and form part of, this Base Prospectus (see "Documents Incorporated by Reference")." - 3 -

4 Sub-section "Significant change in the Financial Position" on page 127 of the Base Prospectus shall be deleted and replaced by the following: "Significant Change in the Financial Position There has been no significant change in the financial position of the COMMERZBANK Group since 30 September 2015." In sub-section "Auditors" on page 127 of the Base Prospectus the last two sentences of the paragraph shall be deleted and replaced by the following: "COMMERZBANK's condensed IFRS consolidated interim financial statements as of 30 June 2015 and 30 September 2015 have been subject to a review by PwC and provided with a review report. PwC is a member of the German Wirtschaftsprüferkammer (Chamber of Public Accountants)." In sub-section "Legal proceedings" on pages 133 to 139 of the Base Prospectus the following changes shall be made: The text under "Alleged aiding and abetting tax evasion by employees of Commerzbank International S.A. Luxembourg)" on page 139 of the Base Prospectus shall be deleted and replaced by the following: "On February 24, 2015 the Public Prosecutor s office in Cologne (Staatsanwaltschaft Köln) and the Tax Office Duesseldorf - Department for Tax Fraud Investigations (Steuerfahndung Düsseldorf) enforced search warrants issued by the Local Court Cologne (Amtsgericht Köln) dated February 20, 2015 on the premises of COMMERZBANK in Frankfurt am Main. From a legal perspective, the search is pending until all secured pieces of evidence have been screened. The reason behind the search is that preliminary proceedings are being conducted against seven current and former employees of Commerzbank International S.A. Luxembourg (CISAL), a wholly owned subsidiary of COMMERZBANK, in connection with alleged aiding and abetting tax evasion by those employees and unknown employees of COMMERZBANK for the benefit of customers. According to the search warrant, there is sufficient suspicion that those employees intentionally assisted customers with the founding and/or the intermediation of offshore-companies, which were established by the customers to evade taxes. Furthermore, the competent investigating authorities suspect certain employees at the headquarters of COMMERZBANK in Frankfurt am Main of having helped in the formation of a specific strategy and having had knowledge about the clients and accounts in question. COMMERZBANK is in final talks with the Public Prosecutor s office in Cologne to settle the above captured allegations. It is expected that a respective fine letter will be provided to CISAL within the next weeks. Further, it is expected that also the proceedings against seven current and former employees of CISAL as well as unknown employees at the headquarters of COMMERZBANK in Frankfurt am Main will be settled and discontinued." - 4 -

5 In the section "Documents incorporated by Reference" on pages 340 and 341 of the Base Prospectus the following table shall be added after the table "Commerzbank Group Interim Report as at 30 June 2015": Commerzbank Group Interim Report as at 30 September 2015 (English version) Interim management report p. 8 p. 22 Interim risk report p. 23 p. 38 Interim Financial Statements Statement of comprehensive income p. 40 p. 44 Balance sheet p. 45 p. 46 Statement of changes in equity p. 47 p. 49 Cash flow statement (condensed version) p. 50 Selected notes p. 51 p. 95 Review report p. 96 Disclaimer (reservation regarding forward-looking p. 97 statements) - 5 -