COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main Seventh Supplement as of 26 April 2016 in accordance with 16 of the German Securities Prospectus Act (WpPG) to the Base Prospectus relating to Notes dated 29 July 2015 last supplemented on 24 March 2016 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 Aktiengesellschaft was the counterparty in the purchase, the withdrawal has to be sent to COMMERZBANK Aktiengesellschaft, GS-MO 2.1.5 New Issues & SSD Services, Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main, Federal Republic of Germany. The withdrawal does not have to provide any grounds and has to be provided in text form; dispatch of the withdrawal in good time is sufficient to comply with the time limit.
On 22 April 2016 COMMERZBANK Aktiengesellschaft has decided to notify the above-mentioned Base Prospectus to the Czech Republic. Therefore the following amendment shall be made: I. In section "Taxation" the following shall be added: K. Czech Republic The following text is merely a summary of certain Czech tax aspects and considerations relating to the Securities and is not intended to be a comprehensive summary of all tax-relevant aspects that may be important from the perspective of deciding on a purchase of the Securities. This summary is based on the legal regulations effective as of the day of this Base Prospectus and may be subject to a subsequent change (including potential retroactive results). Future assignees of the Securities should consult with their legal and tax advisors on tax and legal consequences of acquiring, owning and disposing of the Securities and the receipt of payments of interest and other forms of yield on the Securities under the tax and foreign exchange regulations in effect in the Czech Republic and the countries in which they may be residents as well as countries in which incomes from holding and selling the Securities may be taxed. For the purposes of this section K. (Czech Republic): "Non-Czech Securityholder" means an individual who is not for the tax purposes treated as a resident of the Czech Republic or a taxpayer (other than an individual) who is not for tax purposes treated as a resident of the Czech Republic in accordance with Sections 2 and 17 of the Czech Income Tax Act 1 ; "Czech Securityholder" means individual who is for the tax purposes treated as a resident of the Czech Republic or a taxpayer (other than an individual) who is for tax purposes treated as a resident of the Czech Republic in accordance with in accordance with Sections 2 and 17 of the Czech Income Tax Act. 1. Income tax Repayment by the Issuer (i) Czech Securityholders - individual investors and individual entrepreneurs investors The payments of interest accruing on the Securities to individuals with unlimited income tax liability in the Czech Republic holding the Securities as a non-business asset are subject to taxation in the Czech Republic pursuant to the Czech Income Tax Act. If interest (which is also understood as the difference between the nominal value of a bond and its issue price at the time of issue pursuant to Section 8(2) of the Czech Income Tax Act, whereas in the case of repurchase before maturity the redemption price shall be taken into account instead of the nominal value) is paid out by a Czech tax payer, then such payments are subject to a withholding tax of 15% in 2016 and no additional income tax is levied over and above the amount of tax withheld (final taxation pursuant to Section 5(5) of the Czech Income Tax Act). Where the interest is generated on the Securities originated from sources abroad or the income on the difference between the nominal value paid for a bond and its issue price at the time of issue originates from sources abroad, this income including tax withheld abroad and not reduced by connected expenses shall be included in the tax base subject to the general 15% tax in 2016. (ii) Czech Securityholders - corporate investors Corporations subject to unlimited corporate income tax liability in the Czech Republic are subject to corporate income tax on all interest payments resulting from the Securities at a rate of 19% in 2016. A different regime may apply to certain corporations (e.g. pension funds, investment funds, etc.). 1 Means the Act No. 586/1992 Coll., on Income Tax, as amended. 2
(iii) Non-Czech Securityholders - individual investors, individual entrepreneurs investors and / or corporate investors A Non-Czech Securityholder will not become or be deemed to become a tax resident in the Czech Republic solely by reason of holding of the Securities or the execution, performance, delivery and/or enforcement of the Securities. The interest income on the Securities held by Non-Czech Securityholders who are corporate investors through a permanent establishment in the Czech Republic is subject to corporate income tax at the rate of 19% in 2016. The interest income of the Non-Czech Securityholders who are corporate investors, but do not hold the Securities through a permanent establishment in the Czech Republic is subjected to corporate income tax at the rate of 15% in 2016. The income tax in accordance with the previous sentence is only applicable if the investor is for tax purposes treated as a resident of a member state to the European Economic Area or a state which has concluded a valid and enforceable agreement on the prevention of double taxation with the Czech Republic, otherwise the income tax at the rate of 35% shall be applicable under Section 36(1)(c) of the Czech Income Tax Act. In such cases, the Issuer is obliged to withhold 10% of the income from the Securities as tax security. The interest income of the Non-Czech Securityholders who are individual investors and individual entrepreneurs who do not hold the Securities through a permanent establishment in the Czech Republic or are not for tax purposes treated as a resident of a member state to the European Economic Area or a state which has concluded a valid and enforceable agreement on the prevention of double taxation with the Czech Republic, is subject to the income tax at the rate of 35% under Section 36(1)(c) of the Czech Income Tax Act. Sale to a third party (i) Czech resident individual investors Capital gains 2 realized upon a sale of one or more Securities are, in 2016, subject to income tax at a general tax rate of 15% pursuant to Section 10 of the Czech Income Tax Act (if not exempt - see below). It should be noted however that if capital loss is incurred from the sales of Securities in the taxation period, the decrease of the tax base by such loss will not be possible. Under Section 4 of the Czech Income Tax Act, any capital gains from the Securities are exempt from Czech personal income tax if: the holding period of the Securities exceeds three years provided that the Securities have not been held in connection with the Securityholder s business activities; or the Securities would be sold after three years following the termination of Securityholder s business activities, provided that the Securities have been held in connection therewith; or the annual income realized by an individual from the sale of securities (including the Securities) does not exceed the amount of CZK 100,000 regardless whether the securities have been held in connection with Securityholder s business activities. (ii) Czech Securityholders - individual entrepreneurs investors Capital gains realized upon a sale of the Securities are, in 2016, subject to an income tax at a general tax rate of 15% pursuant to Section 7 of the Czech Income Tax Act. If accounting books are kept by the taxpayer, the accounting value of the sold Securities should be taken into account instead of the acquisition price. 2 Means the difference between the sales price and the acquisition price of the Securities increased by related fees for trading in the capital market and costs spent in connection with the sale. 3
Under Section 16a(2) of the Czech Income Tax Act, the capital gains realized by an individual entrepreneur in relation to his business activities may be further subjected to a 7% solidarity increase of the tax rate. (iii) Czech Securityholders - corporate investors Capital gains (i.e. the difference between the sales price and the accounting value of the Securities) realized upon sale of the Securities are subject to corporate income tax at the rate of 19% in 2016. A different regime may apply to certain corporations (e.g. pension funds, investment funds, etc.). Note that a loss realized by Czech Securityholders who are corporate investors will generally be tax deductible as opposed to a loss realized by Czech Securityholders who are individuals which is generally non-deductible, except where such losses are compensated by taxable gains on sales of certain other securities and the income from the sale of the Securities is not exempt from tax. (iv) Non-Czech Securityholders - individual investors, individual entrepreneurs investors and/ or corporate investors Capital gains realized by Non-Czech Securityholders not holding the Securities through a permanent establishment in the Czech Republic or from the sale of the Securities to other Non-Czech Securityholders not purchasing the Securities through a permanent establishment in the Czech Republic, will not be subject to taxation in the Czech Republic. Capital gains realized by Non-Czech Securityholders, whether holding the Securities through a permanent establishment in the Czech Republic or not, from the sale of the Securities to Czech Securityholder or to a Non-Czech Securityholder acquiring the Securities through a permanent establishment in the Czech Republic, will be subject to taxation in the Czech Republic, unless the Non-Czech Securityholder: realizing that income is resident in a country within the meaning of a double taxation treaty between that country and the Czech Republic, pursuant to the terms of which the right to tax that income is conferred exclusively to the former country, is the beneficial owner of that income, is entitled to enjoy the benefits of that double taxation treaty and does not have a permanent establishment in the Czech Republic to which the income would be attributable; or who is an individual and has held the Securities for more than three years prior to their sale and the Securities have not been held in connection with business activities of the Non-Czech Securityholder and if so, the Securities will be sold after three years following the termination of such business activities at the earliest. Furthermore, income from the sale of the Securities realized by an individual is also exempt from taxation, if the annual income of that individual from the sale of securities (including the Securities) does not exceed the amount of CZK 100,000. If the capital gains realized by a Non-Czech Securityholder, whether holding the Securities through a permanent establishment in the Czech Republic or not, from the sale of the Securities is subject to taxation in the Czech Republic (as discussed in the foregoing paragraphs), the Non-Czech Securityholder or a permanent establishment in the Czech Republic of a Non-Czech Securityholder paying the income will be obliged to withhold an amount of 1% on a gross basis representing tax security, unless the Non-Czech Securityholder selling the Securities is for tax purposes a resident of a member state of the European Union or the European Economic Area or unless the obligation to withhold is waived based on a tax authority decision. The tax security shall be credited against the final tax liability of the Non-Czech Securityholder selling the Securities. II. In section "Selling Restrictions" the following shall be added: E. Czech Republic For selling restrictions in respect of the Czech Republic, please see also European Economic Are above. Any offering of the Notes in the Czech Republic and/or any distribution of this Base Prospectus in the Czech Republic is conditioned by the prior publication of the Base Prospectus approved by the 4
Czech National Bank or by a foreign supervisory authority and fulfilment of certain conditions pursuant to Section 36f of the Czech Act No. 256/2004 Coll., on undertaking on the capital market, as amended (the "Czech Capital Markets Act"). However, under Section 35(2) of the Czech Capital Markets Act, the obligation to publish a prospectus shall not apply to an offer of the Securities: (a) (b) (c) (d) addressed solely to qualified investors as defined in Section 34 subsection 3 of the Czech Capital Markets Act; and/or addressed to a limited group of investors being fewer than 150 per Member State (other than qualified investors as defined in Section 34 subsection 3 of the Czech Capital Markets Act); and/or if the lowest possible investment per investor is equal to or greater than the equivalent of EUR 100,000 as specified in Section 2 of the Government Decree No. 190/2011 Coll., stipulating the limits in Euros for the public offer, prospectus and information obligations of the issuer (the "Czech Decree"); and/or if their denomination or price per unit is equal to at least the equivalent of EUR 100,000 as specified in Section 2 of the Czech Decree. Frankfurt am Main, 26 April 2016 COMMERZBANK AKTIENGESELLSCHAFT by: Gojic by: Reichle 5