COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main

Transcription

1 COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main Sixth Supplement as of 20 April 2015 in accordance with 16 of the German Securities Prospectus Act (WpPG) to the Base Prospectus Unlimited Index Securities dated 4 November 2014 last supplemented on 2 April 2015 Right of withdrawal of the investors Investors who have already agreed to purchase or subscribe for the securities before the supplement is published shall have the right, exercisable within two working days after the publication of the supplement, to withdraw their acceptances, provided that the new factor arose before the final closing of the offer to the public and the delivery of the securities. The withdrawal of acceptance must be addressed to the vendor of the securities. If Commerzbank was the counterparty in the purchase, the withdrawal has to be sent to Commerzbank AG, GS-MO New Issues & SSD Issuing Services, Kaiserstraße 16 (Kaiserplatz), Frankfurt am Main, Federal Republic of Germany.

2 On 20 April 2015 COMMERZBANK Aktiengesellschaft has decided to notify the above-mentioned Base Prospectus to Denmark. Therefore the following amendment shall be made: I. In section "Terms and Conditions for Unlimited Index Certificates" the following shall be added to 1 Form: Certificates which shall be cleared through VP SECURITIES (dematerialised registered form) 1. The unlimited certificates (the "Certificates") [of each series] issued by COMMERZBANK Aktiengesellschaft, Frankfurt am Main, Federal Republic of Germany (the "Issuer") will be issued in uncertified and dematerialised book-entry form and will only be evidenced by book entries in the system of VP SECURITIES A/S, Weidekampsgade 14, P.O. Box 4040, 2300 Copenhagen S, Denmark ("VP") for registration of securities and settlement of securities transactions (the "Clearing System") in accordance with Consolidated Act No. 831 of 12 June 2014 on Trading in Securities of the Kingdom of Denmark (the "Securities Trading Act"), as amended from time to time, and Executive Orders issued thereunder and Executive Order No. 819 of 26 June 2013 on, inter alia, the registration of fund assets in a securities centre (Da. "Bekendtgørelse om registrering m.v. af fondsaktiver i en værdipapircentral") ("VP Registration Order"). 2. Transfers of Certificates and other registration measures shall be made in accordance with the Securities Trading Act, the VP Registration Order and the regulations, rules and operating procedures applicable to and/or issued by VP from time to time. The Certificates will be issued in uncertificated and dematerialised book-entry form and no global bearer securities or definitive securities will be issued in respect thereof. The Certificates issued and cleared through VP are negotiable instruments and not subject to any restrictions on free negotiability within Denmark. The Issuer is entitled to receive from VP, at its request, a transcript of the register for the Certificates 3. The term "Certificateholder" and related expressions in these Terms and Conditions refer to each person who is for the time being shown in the book entry system and register maintained by VP as the holder of such Certificates for all purposes in accordance with the Securities Trading Act and the VP Registration Order. For nominee registered Certificates the authorised custodial nominee account holder shall be considered to be the Certificateholder. II. In section "Terms and Conditions for Unlimited Index Certificates" the following shall be added to 10 Paying Agent paragraph 1: Skandinaviska Enskilda Banken is Paying Agent (acting thourgh its Copenhagen Branch) 1. Skandinaviska Enskilda Banken AB (publ), a banking institution incorporated under the laws of Sweden, whose corporate seat and registered office is at Kungsträdgårdsgatan 8, SE Stockholm, Sweden, acting through its Copenhagen Branch having its office at Bernstorffsgade 50, 1577 Copenhagen V, Denmark, shall be the paying agent (the "Paying Agent"). III. In section "Terms and Conditions for Unlimited Index Warrants" the following shall be added to 1 Form: Warrants which shall be cleared through VP SECURITIES (dematerialised registered form) 1. The unlimited warrants (the "Warrants") [of each series] issued by COMMERZBANK Aktiengesellschaft, Frankfurt am Main, Federal Republic of Germany (the "Issuer") will be issued in uncertified and dematerialised book-entry form and will only be evidenced by book entries in the system of VP SECURITIES A/S, Weidekampsgade 14, P.O. Box 4040, 2300 Copenhagen S, Denmark ("VP") for registration of securities and settlement of securities transactions (the "Clearing System") in accordance with Consolidated Act No. 831 of 12 June 2014 on Trading in Securities of the Kingdom of Denmark (the "Securities Trading Act"), as amended from time to time, and Executive Orders issued thereunder and Executive Order No. 819 of 26 June 2013 on, inter alia, the registration of fund assets in a securities centre (Da. 2

3 "Bekendtgørelse om registrering m.v. af fondsaktiver i en værdipapircentral") ("VP Registration Order"). 2. Transfers of Warrants and other registration measures shall be made in accordance with the Securities Trading Act, the VP Registration Order and the regulations, rules and operating procedures applicable to and/or issued by VP from time to time. The Warrants will be issued in uncertificated and dematerialised book-entry form and no global bearer securities or definitive securities will be issued in respect thereof. The Warrants issued and cleared through VP are negotiable instruments and not subject to any restrictions on free negotiability within Denmark. The Issuer is entitled to receive from VP, at its request, a transcript of the register for the Warrants 3. The term "Certificateholder" and related expressions in these Terms and Conditions refer to each person who is for the time being shown in the book entry system and register maintained by VP as the holder of such Warrants for all purposes in accordance with the Securities Trading Act and the VP Registration Order. For nominee registered Warrants the authorised custodial nominee account holder shall be considered to be the Warrantholder. IV. In section "Terms and Conditions for Unlimited Index Warrants" the following shall be added to 10 Paying Agent paragraph 1: Skandinaviska Enskilda Banken is Paying Agent (acting thourgh its Copenhagen Branch) 1. Skandinaviska Enskilda Banken AB (publ), a banking institution incorporated under the laws of Sweden, whose corporate seat and registered office is at Kungsträdgårdsgatan 8, SE Stockholm, Sweden, acting through its Copenhagen Branch having its office at Bernstorffsgade 50, 1577 Copenhagen V, Denmark, shall be the paying agent (the "Paying Agent"). V. In section "Taxation" the following shall be added: N. Denmark 1. Taxation in Denmark General The following is a summary description of the taxation in Denmark of the Securities according to the Danish tax laws in force as of the date of this prospectus and is subject to any changes in law and the interpretation and application thereof, which changes could be made with retroactive effect. The following summary does not purport to be a comprehensive description of all the tax considerations that may be relevant to a decision to acquire, hold or dispose of the Securities, and does not purport to deal with the tax consequences applicable to all categories of investors, some of which (such as professional dealers in securities) may be subject to special rules. As each type of Security may be subject to a different tax treatment due to the specific terms of such type of Security as set out in the respective Final Terms, the following section only provides some general information on the possible tax treatment. Potential investors are under all circumstances strongly recommended to contact their own tax advisor to clarify the individual consequences of their investment, holding and disposal of the Securities. The Issuer makes no representations regarding the tax consequences of purchase, holding or disposal of the Securities. 2. Taxation at Source - Withholding Under existing Danish tax laws, no general withholding tax or coupon tax will apply to payments of interest or principal or other amounts due on the Securities other than in certain cases on payments in respect of controlled debt in relation to the Issuer as referred to in the Danish Corporation Tax Act (in Danish Selskabsskatteloven ). This will not have any impact on holders of Securities who are not in a relationship whereby they control, or are controlled by, the Issuer, or where the holders of Securities the Issuer are not controlled by the same group of shareholders. 3

4 3. Taxation of Danish Tax Residents For all type of tax payers in Denmark the tax will be levied on a market-to-market principle on accrued value and capital gains will be taxed on a yearly basis. Gains and losses on Securities are generally treated as gains and losses on financial instruments in accordance with section 29(3) of the Danish Capital and Exchange Gains Act. However, there are exceptions for example, notes which are adjusted in relation to developments in the consumer prices index (as computed by Statistics Denmark (in Danish Danmarks Statistik )), the net consumer-price index or a similar index within the European Union or any of its member states. The gains and losses are calculated irrespective of the rules applying to the underlying asset. Corporate holders of Securities can deduct losses without limitations. However if the Underlying asset is listed shares some limitations may apply regarding the deductibility for losses. The corporate tax rate will be 23.5% in 2015 and 22% in 2016 and onwards. Individual holders of Securities can only deduct losses in similar gains on financial contracts. Losses can be carried forward and carried back. Any gain is taxed as capital income. The marginal tax on capital income is 42%. Taxation of pension saving accounts governed by the Danish Act on Taxation of Pension Investments Returns (in Danish: Pensionsafkastbeskatningsloven ) is imposed on each individual pension saving account with a 15.3% rate. The 15.3% tax is calculated and charged on a yearly basis by the pension fund managing the pension saving account. Investment companies covered by Directive 2009/65/EC (UCITS IV Directive) and UCITS are normally taxed at the level of the shareholders as capital gain. These investment companies are tax free and are only taxed on dividends from Danish companies. The shareholders are taxed as capital income on a market-to-market principle. However this description is the general rule and does not cover all types of UCITS or investment companies in tax resident in Denmark. 4. Taxation of non-danish Tax Residents Capital gains are not subject to Danish Taxation for non-danish tax residents unless the Securities are part of a Danish permanent establishment. 5. Other Taxes No other taxes should be payable in Denmark. No stamp duty, issue or registrations taxes or similar duties will be payable in Denmark in connection with the issuance, delivery or settlement of the Securities. 6. EU Savings Directive The EU Savings Directive was implemented into Danish law by Act no. 221 of March , which amended a number of taxation acts. The Directive has only been partially implemented into Danish Law. The main body of the Directive has been implemented as Section 8 X in the Danish Tax Control Act. Denmark has not implemented the concept of paying agent. Instead the provision list who is obliged to report information to the Danish tax authorities, inter alia banks, financing businesses and lawyers. V. In section "Selling Restrictions" the following shall be added: I. Denmark Unless the requirements as stated under the heading "Consent to the use of the Base Prospectus and the Final Terms" in section "General Information" of this Base Prospectus and the relevant Final Terms are fulfilled and the relevant Final Terms specify that a public offer is made in Denmark, the Warrants may not be offered, sold or delivered, directly or indirectly, in Denmark, unless in compliance 4

5 with Chapters 6 and 12 of the Danish Securities Trading Act, Consolidated Act No. 831 of 12 June 2014 and any executive orders issued pursuant thereto, all as amended from time to time. Frankfurt am Main, 20 April 2015 COMMERZBANK AKTIENGESELLSCHAFT by: Behringer by: Reichle 5