Third Supplement dated May 22, 2015 to the Registration Document dated October 29, 2014 AKTIENGESELLSCHAFT Frankfurt am Main Federal Republic of Germany Third Supplement to the Registration Document pursuant to Article 16 paragraph 1 and 3, Article 9 paragraph 4 and Article 12 paragraph 1 sentence 3 of the German Securities Prospectus Act (Wertpapierprospektgesetz) This third supplement (the "Third Supplement") to the Registration Document dated October 29, 2014 (the "Registration Document") constitutes a supplement for the purposes of Article 16 of the German Securities Prospectus Act (Wertpapierprospektgesetz, WpPG) and is prepared in connection with the Registration Document of Aktiengesellschaft ("", the "Issuer" or the "Bank", together with its consolidated subsidiaries and affiliated companies " Group" or the "Group"). Unless otherwise defined herein, expressions defined in the Registration Document 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 Registration Document and the supplements thereto dated November 18, 2014 and March 25, 2015 (the Supplements ). This Third Supplement is available for viewing in electronic form together with the Registration Document and the Supplements thereto at the website of Aktiengesellschaft www.commerzbank.com) and copies may be obtained from Aktiengesellschaft, Kaiserstraße 16 (Kaiserplatz), D-60311 Frankfurt am Main. Investors, who have already agreed to purchase or subscribe for the securities 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, provided that the new factor arose before the final closing of the offer to the public and the delivery of the securities. The withdrawal must be addressed to the vendor of the securities. If Aktiengesellschaft was the counterparty in the purchase, the withdrawal shall be addressed to Aktiengesellschaft, GS-MO 3.1.7 New Issues& SSD Lifecycle Services, Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main, Federal Republic of Germany.
On May 7, 2015, the Interim Report of the Group as at March 31, 2015 was published. Furthermore, on May 19, 2015 Fitch Ratings has downgraded Aktiengesellschaft's long-term rating from "A+" to "BBB" and the short-term rating from "F1+" to "F2". Therefore, the following amendments to the Registration Document shall be made: In section "E. DESCRIPTION OF AKTIENGESELLSCHAFT" the table in subsection "Rating" on page 54 shall be deleted and replaced by the following: 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 Furthermore, the rating definitions by Fitch on page 55 shall be deleted and replaced by the following: Fitch: BBB: Good credit quality. "BBB" ratings indicate that expectations of default risk are currently low. The capacity for payment of financial commitments is considered adequate but adverse business or economic conditions ar more likely to impair this capacity. Rating categories defined by Fitch rank from "AAA" (highest category) to "D" (default). F2: Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments. Rating categories defined by Fitch rank from "F-1" (highest category) to "D" (default). "Administrative, Management and Supervisory Board", subparagraph Supervisory Board on page 57 shall be deleted and replaced by the following: Supervisory Board In accordance with the Articles of Association, the Supervisory Board comprises twenty members. The following overview shows the members of the Bank s Supervisory Board together with their other administrative, management and supervisory board mandates and mandates on similar supervisory bodies both in Germany and abroad or their partnership stakes in enterprises and companies outside the Group: Name Klaus-Peter Müller Uwe Tschäge Main function Chairman of the Supervisory Board of and Chairman of the Central Works Council of Deputy Chairman of the Supervisory Board Other administrative, management or supervisory board mandates and Fresenius SE & Co. KGaA (formerly: Fresenius SE) Fresenius Management SE Linde AG Parker Hannifin Corporation Hans-Hermann Altenschmidt BVV Pensionsfonds des Bankgewerbes AG BVV 2
Gunnar de Buhr Stefan Burghardt Chairman of the Board of Managing Directors of s Mittelstandsbank Bremen Versicherungsverein des Bankgewerbes a.g. Sabine U. Dietrich Member of the Board of Management of BP Europe SE Karl-Heinz Flöther Independent management consultant Deutsche Börse AG Prof. Dr.-Ing. Dr.- Ing. E.h. Hans-Peter Keitel Vice president of the Federation of German Industries (Bundesverband der Deutschen Industrie e.v.) National- Bank AG Member of the Investment Committee at EQT Infrastructure Ltd. ThyssenKrupp AG Member of the Advisory Board of Heitkamp & Thumann Group Member of the Shareholder Committee of the Supervisory Board of Voith GmbH EADS Deutschland GmbH Member of the Board of Directors of EADS N.V. RWE AG Dr. Markus Kerber Chief Executive Officer of the Federation of German Industries (Bundesverband der Deutschen Industrie e.v.) Member of the Board of Supervisory Directors of KfW-Bankengruppe (the exercise of the mandate is on hold until further notice) Non-Executive Director of Computershare Limited, Melbourne Alexandra Krieger Head of Business Administration/Corporate Strategies Department Mining, Chemicals and Energy Trade Union (Industriegewerkschaft Bergbau, Chemie, Energie) ABBVIE Komplementär GmbH Oliver Leiberich Dr. Stefan Lippe Former Chief Executive Officer at Swiss Re AG, Zurich and member of the Board of Directors of AXA S.A., Paris Member of the Board of Administration of AXA S.A. Paperless AG Celsius Pro AG Beate Mensch Member of the national administration of the Vereinte Dienstleistungsgewerkschaft (ver.di) trade union Anja Mikus Chief Investment Officer of Arabesque Asset Management Dr. Roger Müller Dr. Helmut Perlet Managing Director and General Counsel of Deutsche Börse AG Chairman of the Supervisory Board of Allianz SE GEA Group AG 3
Barbara Priester employee Mark Roach Margit Schoffer Secretary of the ver.di Trade Union National Administration employee Fiducia IT AG Nicholas R. Teller Managing Director of Verwaltung E.R. Capital Holding GmbH (Chairman) Member of the Board of Directors of Air Berlin PLC Dr. Gertrude Tumpel-Gugerell Former Member of the Executive Board of the ECB Chairman of the Supervisory Board of Österreichische Forschungsförderungsgesellschaft mbh Österreichische Bundesbahnen Holding AG Finanzmarktbeteiligung Aktiengesellschaft des Bundes Wien Holding GmbH Vereins zur Förderung der BBRZ Gruppe Vienna Insurance Group The Members of the Supervisory Board may be reached at the Bank s business address: Kaiserstrasse 16 (Kaiserplatz), 60311 Frankfurt am Main, Germany. In section "E. DESCRIPTION OF AKTIENGESELLSCHAFT" the following subsection shall be added after sub-section "Historical Financial Information" on page 60: "Interim Financial Information The Group s condensed interim financial statements as of March 31, 2015 (reviewed) are incorporated by reference into, and form part of, this Registration Document (see "Documents Incorporated by Reference")." "Significant Change in the Financial Position" on page 60 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 Group since March 31, 2015." "Auditors" on page 60 shall be deleted and replaced by the following: "Auditors s auditors are PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft ("PwC"), Friedrich-Ebert-Anlage 35-37, 60327 Frankfurt am Main, Germany. PwC audited the consolidated financial statements for the 2013 and 2014 financial years, which were prepared in accordance with the International Financial Report Standards ("IFRS") and the additional accounting requirements under Section 315a(1) of the German Commercial Code (HGB), and also audited the annual financial statements for the 2014 financial year, which were prepared in accordance with German generally accepted accounting principles, and issued an unqualified auditors report in each case. s condensed IFRS consolidated interim financial statements as of March 31, 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)." 4
In section "F. DOCUMENTS ON DISPLAY" on page 72 of the Registration Document the following bullet point shall be added: " the Interim Report of the Group as at March 31, 2015." In section "G. DOCUMENTS INCORPORATED BY REFERENCE on page 73 the following section shall be added at the bottom of the table: Group Interim Report as at March 31, 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. 43 Balance sheet p. 44 p. 45 Statement of changes in equity p. 46 p. 48 Cash flow statement (condensed version) p. 49 Selected notes p. 50 p. 93 Review report p. 94 Disclaimer (reservation regarding forward-looking p. 95 statements) Frankfurt am Main, May 22, 2015 AKTIENGESELLSCHAFT by: Reichel by: Gerhardt 5