Commerzbank Aktiengesellschaft

Commerzbank Aktiengesellschaft Head-office: Kaiserplatz, 60261 Frankfurt am Main, Germany German Public Limited Liability Company Registered Share Capital: EUR 1.554.430.813,00 Commercial Registry Number: HRB 32 000

LISTING COMPLEMENTARY PROSPECTUS (Approved by the Comissão do Mercado de Valores Mobiliários on September 21, 2004) to be read together with the REFERENCE PROSPECTUS OF COMMERZBANK AKTIENGESELLSCHAFT (Approved by the Comissão do Mercado de Valores Mobiliários on 26 August, 2004)

Structured Warrants on the Dax® Index

Number of Structured Strike Price Knock-out Level Expiration Tranche Type Parity ISIN Code Warrants per Tranche (EUR) (EUR) Date

A Call 5.000.000 3.800,00 3.800,00 0,01 15-Dez-04 DE000CB0A659

B Call 12.000.000 3.850,00 3.850,00 0,01 15-Dez-04 DE000CB0A667

C Put 15.000.000 4.050,00 4.050,00 0,01 15-Dez-04 DE000CB0A675

D Put 10.000.000 4.100,00 4.100,00 0,01 15-Dez-04 DE000CB0A683

RISK FACTORS

Apart from the general risks inherent to the standard call and put warrants, prospective purchasers of the Structured Warrants should be aware that their Structured Warrants will expire worthless if at any point in time during the Reference Period the level of the Index (i) is equal to or below the Knock-out Level (in the case of Structured Call Warrants), or (ii) is equal to or above the Knock-out Level (in the case of Structured Put Warrants). In this case, purchasers of Structures Warrants risk losing their entire investment. Thus, prospective purchasers should reach an investment decision only after careful consideration with their advisors of the suitability of such Structured Warrants in light of their particular financial circumstances. All transactions executed after the Knock-out Event shall be cancelled by Euronext Lisbon. Therefore, prospective purchasers of Structured Warrants should make a careful analyses of the risks involved, namely in respect of the need to follow up the intraday trading of the Index, in particular taking into consideration that the Structured Warrants and the Index have different days and hours of trading. The Issuer does not assure the Structured Warrants’ investment profitability, and the Strike Price and the Knock-out Level shall not represent any kind of recommendation on the Index evolution.

Issue Date: September 20, 2004 Structured Warrants of European Style with automatic exercise on the Exercise Date and with a knock-out possibility during their lifetime

INDEX DISCLAIMER...... 3 GLOSSARY...... 4 SECTION 0...... 6 WARNINGS / INTRODUCTION ...... 6 0.1 SUMMARY OF THE MAIN FEATURES OF THE TRANSACTION...... 6 0.2 RISK FACTORS...... 7 0.3 COMPLEMENTARY WARNING ...... 8 0.4 LISTING EFFECTS...... 8 SECTION 1...... 9 INDIVIDUALS RESPONSIBLE FOR THE INFORMATION INCLUDED IN THE PROSPECTUS ...... 9 SECTION 2...... 10 DESCRIPTION OF THE OFFER...... 10 2.1. AMOUNT AND NATURE...... 10 2.2. CLASS AND FORM OF REPRESENTATION ...... 10 2.3. UNDERLYING ASSET...... 11 2.4. PRICE AND METHOD OF PAYMENT...... 17 2.5. CONDITIONS FOR EXERCISE...... 17 2.6. FORM OF ISSUE ...... 18 2.7. ORGANISATION AND LEADERSHIP ...... 19 2.8. RESOLUTIONS, AUTHORISATIONS AND ISSUE APPROVALS...... 19 2.9. PURPOSE OF THE ISSUE ...... 19 2.10. ACCEPTANCE TERM AND PLACES ...... 19 2.11. RESULT OF THE ISSUE...... 19 2.12. WARRANTHOLDER’S RIGHTS AND THEIR EXERCISE ...... 19 2.13. FINANCIAL SERVICE ...... 20 2.14. TAX REGIME ...... 20 2.15. TRANSFER REGIME AND TRADING RESTRICTIONS...... 21 2.16. OFFER NET AMOUNT...... 21 2.17. DEFINITIVE CERTIFICATES...... 21 2.18. LISTING FOR TRADING...... 22 2.19. MARKET MAKER AGREEMENT ...... 22 2.20. SECURITIES LISTED FOR TRADING ...... 23 2.21. OFFERS REGARDING SECURITIES...... 23 SECTION 3...... 24 OTHER INFORMATION...... 24 3.1. INDEX SPONSOR REPLACEMENT AND ADJUSTMENTS ...... 24 3.2. MODIFICATIONS...... 25 3.3. ACQUISITIONS...... 25 3.4. STRUCTURED WARRANTS TRADING...... 25 3.5. HEDGING OPERATIONS...... 25 3.6. NOTICES ...... 26 3.7. ADDITIONAL ISSUANCE ...... 26 3.8. COMMERZBANK REPRESENTATIVE APPOINTED FOR THE MARKET ..... 26 3.9. MANAGEMENT AND ACCOUNTING REPORTS ...... 26 3.10. APPLICABLE LAW ...... 26 ANNEX...... 27

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DISCLAIMER

“DAX® is a registered trade mark of Deutsche Börse AG.”

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GLOSSARY

“European Style Structured Warrants” - means that the Structured Warrants will be exercised only on the Exercise Date.

“Automatic Exercise” - the Structured Warrants shall be deemed to be exercised on the Exercise Date, provided that the Cash Settlement Amount is a positive amount on that date.

“Banking Day” - shall be a day, on which the Banks in Lisbon and in Frankfurt am Main are open for regular business.

“Cash Settlement Amount” - shall be an amount expressed in EUR by which the Reference Price on the Exercise Date exceeds the Strike Price (in the case of Structured Call Warrants) or is exceeded by the Strike Price (in the case of Structured Put Warrants) multiplied with the relevant Parity.

“EURO” - means, as well as “Euro”, “EUR” and “€”, the legal currency in force in the Countries of the European Union which have adopted the single currency in accordance with the European Community Treaty.

“Exercise Date” - shall be the last day of the exercised period as defined in table 0.1.

“Issuer”, “Bank” or “Commerzbank” - shall be Commerzbank Aktiengesellschaft.

“Index” - shall be the Dax IndexSM

“Knock-out Level” - shall be the level of the Index as set forth in 0.1.

“Parity” - shall mean the percentage, expressed as a decimal figure, indicating to which percentage of the difference between the Reference Price and the Strike Price (or vice versa) the holder of a Structured Warrant is entitled. The Parity is determined in the table in 01. and will be subject to adjustments in accordance with Condition 3.1.

“Prospectus” - shall be this complementary listing prospectus.

“Reference Level” - shall be the official closing level of the Index as determined and published by the Relevant Sponsor on the Exercise Date

“Reference Price” - shall be the Reference Level of the Index expressed in EUR where one index point is equal to EUR 1.00.

“Reference Period” shall be the period from September 20, 2004 until the Exercise Date (both including).

“Relevant Sponsor“ - shall be Deutsche Börse Aktiengesellschaft.

“Relevant Options and Futures Exchange” - shall mean Eurex.

“Strike Price” - shall be the amount in EUR as set forth in 0.1.

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“Structured Warrants” - means the issued covered structured warrants described in this Prospectus.

“Underlying Asset” - means the Index to which the Structured Warrants relate.

“Warrant Agent” - shall be BNP Paribas Securities Services, S.A..

“Warrantholder” or “Warrantholders” - shall mean the holder(s) of Structured Warrants through a financial intermediary or, if the financial intermediary(ies) acts on its (their) own behalf, said financial intermediary(ies).

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SECTION 0

WARNINGS / INTRODUCTION

0.1 Summary of the main features of the transaction

Commerzbank Aktiengesellschaft (“Commerzbank Aktiengesellschaft” or “Commerzbank”), a German company with registered office in Frankfurt am Main, Germany and headquaters at Kaiserplatz D-60261, Frankfurt am Main, registered at the Commercial Register of Frankfurt am Main, has requested the listing for trading in the Official Quotations Market of the Euronext Lisbon of the following Structured Warrants:

Tranche Type Number of Strike Price Knock- Parity Exercise Date Issue Price CVM Code ISIN Code Structured out Level Warrants per Tranche

A Call 5.000.000 3.800,00 3.800,00 0,01 15-Dez-04 1,91 KCYMWP DE000CB0A659

B Call 12.000.000 3.850,00 3.850,00 0,01 15-Dez-04 1,42 KCYNWP DE000CB0A667

C Put 15.000.000 4.050,00 4.050,00 0,01 15-Dez-04 0,64 KCYOWP DE000CB0A675

D Put 10.000.000 4.100,00 4.100,00 0,01 15-Dez-04 1,11 KCYPWP DE000CB0A683

The Structured Warrants are European Style Warrants with Automatic Exercise at the Exercise Date.

Notwithstanding, the Structured Warrants will expire worthless if at any time during the Reference Period the level of the Index (i) is equal to or below the Knock-out Level (in the case of Structured Call Warrants), or (ii) is equal to or above the Knock-out Level (in the case of Structured Put Warrants) (“Knock-out Event”).

The Structured Warrants are registered with the Central de Valores Mobiliários (“CVM”).

The payment of any amounts due as a result of the exercise of the rights corresponding to the Structured Warrants shall be carried out through a member of the settlement system, that will be BNP Paribas Securities Services, S.A., in its capacity as Warrant Agent.

A summary of this Prospectus in Portuguese language is available for inspection at the places referred to in page 29 below.

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0.2 Risk Factors

(i) Structured Warrants involve a high degree of risk. Amongst a number of other factors, fluctuations in the level of the Index will affect the value of the Structured Warrants.

(ii) Purchasers of Structured Warrants risk losing their entire investment if the relevant Index does not perform as anticipated, especially in case the level of the index is equal to or below the Knock-out Level (in the case of Structured Call Warrants) or equal to or above the Knock-out Level (in the case of Structured Put Warrants).

(iii) Further risks may include, among others, interest rate, time value and political risks.

(iv) The historical development of the Index is no guarantee for future return.

(v) Prospective purchasers of Structured Warrants should be aware that their Structured Warrants may expire worthless at any point in time during the Reference Period. Purchasers should be prepared to sustain a total loss of the purchase price of their Structured Warrants.

Other as in the case of standard call and put warrants this risk reflects the nature of a Structured Warrant as an asset which might become worthless during the Reference Period without the possibility to recover in value during the time until the Exercise Date.

(vi) Prospective purchasers of Structured Warrants should be experienced with respect to options and option transactions, should understand the risks of transactions involving the relevant Structured Warrants and should reach an investment decision only after careful consideration with their advisors of the suitability of such Structured Warrants in light of their particular financial circumstances, the information set forth herein and the information regarding the relevant Structured Warrants and the particular Index to which the value of the relevant Structured Warrant relates.

(vii) All transactions executed after the Knock-out Event shall be cancelled by Euronext Lisbon.

Therefore, prospective purchasers of Structured Warrants shall make a careful analysis of the risks involved, namely in respect of the need to follow up the intraday trading of the Index, considering that the Structured Warrants and the Index have different days and hours of trading.

(viii) The risk of a loss of some or all of the purchase price of a Structured Warrant means that, in order to recover or realise a return upon his or her investment, a purchaser of a Structured Warrant must generally be correct about a number of factors, as amongst others the direction, timing and magnitude of the expected change in the level of the relevant underlying Index.

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(ix) On the Exercise Date, all the Structured Warrants which have not expired worthless, shall be automatically exercised through the CVM.

(x) The Issuer does not assure the Structured Warrants’ investment profitability, and the Strike Price and the Knock-out Level shall not represent any kind of recommendation on the Index evolution.

(xi) The Structured Warrants were not and will not be subject to notation by a risk notation company (rating).

0.3 Complementary Warning

The exercise of the Issuer’s activity and its main financial and/or logistical resources in particular, do not depend, significantly, on the Structured Warrants issue.

0.4 Listing Effects

The request for listing of the Structured Warrants in the Euronext Lisbon does not mean that the respective listing decision represents any kind of guarantee with respect to the information included in the Prospectus, the Issuer’s present or future economical and financial situation and the quality of the listed warrants, under the terms of article 234.2 of the Portuguese Securities Code, approved by Decree Law number 486/99 dated November 13 (“Cód. V.M.”).

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SECTION 1

INDIVIDUALS RESPONSIBLE FOR THE INFORMATION INCLUDED IN THE PROSPECTUS

The formal aspects and the information included in this Prospectus comply with the provisions of the Cód.V.M., with the provisions of Regulation 10/2000 of the CMVM dated February 23 and with any other applicable regulations. The individuals and entity listed hereunder are - under the terms and of article 149 and 243 of the Cód.V.M. - responsible for the completeness, truthfulness, timeliness, clearness, objectiveness and lawfulness of the information included herein as of the date of publication of this Prospectus.

- Commerzbank Aktiengesellschaft

- The members of its managing body: Klaus-Peter Müller Martin Blessing Mehmet Dalman Wolfgang Hartmann Andreas de Maizière Klaus M. Patig Nicholas R. Teller Eric Strutz

Neither the Issuer nor the members of its managing body may be held liable for the completeness and truthfulness of the information included in this Prospectus regarding the Index. This information is obtained from public data, which is disclosed for information purposes, being the above referred persons and entity only liable for the correct transcription of such information.

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SECTION 2

DESCRIPTION OF THE OFFER 2.1. Amount and nature

Commerzbank issued the following Structured Warrants on September 20, 2004:

Tranche Type Number of Strike Knock-out Exercise Issue Price CVM Code ISIN Code Structured Price Level Date Warrants per Tranche

A Call 5.000.000 3.800,00 3.800,00 15-Dez-04 1,91 KCYMWP DE000CB0A659

B Call 12.000.000 3.850,00 3.850,00 15-Dez-04 1,42 KCYNWP DE000CB0A667

C Put 15.000.000 4.050,00 4.050,00 15-Dez-04 0,64 KCYOWP DE000CB0A675

D Put 10.000.000 4.100,00 4.100,00 15-Dez-04 1,11 KCYPWP DE000CB0A683

Structured Warrants are tradable securities that entitle its holder to demand a Cash Settlement Amount which is equal to the difference by which on the Exercise Date the Reference Level of the relevant Index expressed in EUR exceeds the Strike Price of the relevant Structured Warrant (in the case of Structured Call Warrants) or is exceeded by the Strike Price of the relevant Structured Warrant (in the case of Structured Put Warrants), multiplied with the relevant Parity. The specific rights attributed to the Structured Warrants are set forth in Section 2.12. below.

Notwithstanding, Structured Warrants will expire worthless if at any time during the Reference Period the level of the Index expressed in EUR is (i) equal to or below the Knock-out Level (in the case of Structured Call Warrants), or (ii) equal to or above the Knock-out Level (in the case of Structure Put Warrants).

2.2. Class and form of representation

The Structured Warrants are represented through a certificate form, by a Global Bearer Certificate ("Certificado Global ao Portador") deposited with the CVM. No credential shall be issued during the lifetime of the Structured Warrants.

The Structured Warrants shall be traded in the Portuguese market under the terms of the Agency Agreement ("Agency Agreement") entered into between Commerzbank and BNP Paribas Securities Services, S.A..

The costs and commissions resulting from the Structured Warrants initial registration with CVM shall be borne by the Issuer.

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The Structured Warrants are deposited in an account open for this effect by the Agent with the CVM, in accordance with the following CVM Codes:

Tranche CVM Code

A KCYMWP

B KCYNWP

C KCYOWP

D KCYPWP

The ownership of the Structured Warrants shall be evidenced under the terms of articles 61 to 94 of the Cód.V.M.

2.3. Underlying Asset

Performance index DAX®.

2.3.1. Index’s composition (as of September 20, 2004) ADIDAS-SALOMON AG O.N. ALLIANZ AG VNA O.N. ALTANA AG O.N. BASF AG O.N. BAY.HYPO-VEREINSBK.O.N. BAY.MOTOREN WERKE AG ST BAYER AG O.N. COMMERZBANK AG O.N. CONTINENTAL AG O.N. DAIMLERCHRYSLER AG NA O.N DEUTSCHE BANK AG NA O.N. DEUTSCHE BOERSE NA O.N. DEUTSCHE POST AG NA O.N. DT.TELEKOM AG NA E.ON AG O.N. FRESEN.MED.CARE AG O.N. HENKEL KGAA VZO O.N. INFINEON TECH.AG NA O.N. LINDE AG O.N. LUFTHANSA AG VNA O.N. MAN AG ST O.N. METRO AG ST O.N. MUENCH.RUECKVERS.VNA O.N. RWE AG ST O.N. SAP AG ST O.N. SCHERING AG O.N. SIEMENS AG NA THYSSENKRUPP AG O.N. TUI AG O.N. VOLKSWAGEN AG ST O.N.

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Source: Deutsche Börse Aktiengesellschaft (http://deutsche-boerse.com)

2.3.2. Entity responsible for the Index’s preparation and publication

The entity responsible for the calculation and disclosing of the Index is Deutsche Börse Aktiengesellschaft.

Source: Deutsche Börse Aktiengesellschaft (http://deutsche-boerse.com)

2.3.3. Places and moments of publication of the Index

The Index is disclosed in the website of Deutsche Börse Aktiengesellschaft (http://deutsche-boerse.com) and in the information agencies Bloomberg, ticker DAX Index and Reuters, ticker .GDAXI.

The Index is updated every 15 seconds, with an additional daily price calculation.

2.3.4. Index’s calculation method

The DAX index is calculated on the basis of 30 blue chips German basket, selected on the basis of the exchange volume (order book turnover) and market capitalisation (free float).

Full information about this index, as disclosed by Deutsche Börse Aktiengesellschaft, is as follows: Index concept: • performance index updated every 15 seconds • additional daily price calculation of a DAX price index Number of shares: • 30 blue chips German shares Selection criteria: • exchange volume(order book turnover) • and market capitalisation (free float). Weighting: • number of shares in free float. Calculation formula:

t0 = 30 December 1987;

t1 = Date of calculation of the index;

pit = price of share i at time t;

ffitl = free-float factor of share class i at time T

qit1 = number of shares of company i at time T;

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pio = closing price of share i on the trading day before the first inclusion in an index of the Sponsor;

qio = number of shares of company i at 30 December 1987;

cit = adjustment factor of company i at time t

kt1 = index-specific chaining factor valid as of chaining date T.

In order to avoid a gap in the Index and the respective value, adjustments will be made whenever one of the following situations occur:

(i) adjustments for capital changes, subscription rights and dividends ci = last cum price last cum price - calculated price down

(ii) the chaining factor Kt is adjusted to avoid a gap in the index in the event of changes in the index composition

kt = kt-1 . DAX (old composition)

DAX (new compostion)

kt1 factor is also used to update the Index every three month, to avoid any gap in the index.

(iii) The composition of the DAX® is annually revised in September. Possible alterations to the composition are announced 6 weeks before the revision. In these revisions 35/35 rule is applied, meaning that for a company to be admitted to the Index it will have to comply with the following requisites: classification of the exchange volume and market capitalisation equal to or higher than the 35th ranking position. In order to be excluded, the classification of the exchange volume and market capitalisation shall be equal to or less than the 35th ranking position.

(iv) Adjustments are made to reflect changes in share prices included in the Index other than those arising from market performance. Nomeadamente, redução ou aumento de capital ou pagamento de dividendos, para as quais se encontram previstas fórmulas a que devem obedecer os ajustamentos.

Shares included in the Index are selected on the basis of its market capitalization and exchange volume (order book turnover). The respective weight in the Index is calculated on the basis of the number of shares in free float.

Composition and chaining of DAX New adjustment factor of Companies having left the Companies having entered Date the updated composition index the index of the Index

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New adjustment factor of Companies having left the Companies having entered Date the updated composition index the index of the Index 01.01.1988 - - 1,0 15.09.1989 - - 1,0203770 03.09.1990 Feldmühle Nobel Metallgesellschaft 0,9646302 Nixdorf Computer Preussag 20.09.1991 - - 0,9710042 18.09.1992 - - 0,9732785 17.09.1993 - - 0,9747853 16.09.1994 - - 0,9539181 15.09.1995 Deutsche Babcock SAP Vz. 0,9050072 20.09.1996 Continental Münch. Rückversicherung 0,8736281 18.11.1996 Metallgesellschaft Deutsche Telekom 0,9643326 19.09.1997 - - 0,9604466 19.06.1998 (Bayerische Hyp. u. W.-bank) Adidas-Salomon 0,9444521 18.09.1998 - - 0,9423407 18.12.1998 - - 0,8848949 01.01.1999 "Introduction of the EURO" - 0,8848531 19.03.1999 - - 0,8800645 18.06.1999 Höchst - 0,8009744 17.09.1999 - FreseniusMedical Care 0,7776801 17.12.1999 Mannesmann - 0,7806997 14.02.2000 Epcos 0,9015182 17.03.2000 - - 0,9748087 16.06.2000 Viag, Veba Infineon, E.On 1,2228335 18.09.2000 - - 1,1701256 18.12.2000 Degussa-Hüls* Degussa (Merger with SKW) 1,550053 19.03.2001 Kartstadt Quelle Deutsche Post 1,2206486 23.07.2001 Dresdner Bank Marsch.,Laut.U.PA.O.N. Vz 1,1864152 10.09.2001 - - 1,1863959 24.09.2001 - - 1.1860519 28.12.2001 - - 1,1854031 18.03.2002 - - 1,1949449 24.06.2002 - - 1,6613805 24.09.2001 - - 1.1860519 28.12.2001 - - 1,1854031 18.03.2002 - - 1,1949449 24.06.2002 - - 1,6613805 23.09.2002 Degussa Altana 1,6359685 23.12.2002 Epcos Deutsche Börse 1,6457631 22.09.2003 MLP Continental 1,1397206

Weighting of DAX (as of September 20, 2004)

Company ISIN Number of Closing Weighting Number of Closing price shares as of price in shares as of in EUR as of 30 September 20, EUR 30 December December 2004 September 1987 / Date 1987 / Date of 20, 2004 of the IPO the IPO

ADIDAS-SALOMON AG O.N. DE0005003404 553.373.410 35,41 1,19% 45.349.200 37,94

ALLIANZ AG VNA O.N. DE0008404005 736.145.540 59,57 6,88% 15.000.000 584,92

ALTANA AG O.N. DE0007600801 622.227.918 42,11 0,79% 2.638.400 155,94

BASF AG O.N. DE0005151005 730.341.920 17,05 6,11% 55.483.587 130,64

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BAY.HYPO-VEREINSBK.O.N. DE0008022005 597.858.005 14,66 1,69% 9.860.676 161,57

BAY.MOTOREN WERKE AG DE0005190003 135.488.395 59,60 8,34% 15.000.000 228,55 ST

BAYER AG O.N. DE0005752000 1.012.824.191 62,25 9,30% 62.426.957 134,88

COMMERZBANK AG O.N. DE0008032004 581.854.246 62,12 0,51% 20.799.181 109,42

CONTINENTAL AG O.N. DE0005439004 111.802.880 8,49 0,88% 8.048.629 104,92

DAIMLERCHRYSLER AG NA DE0007100000 1.112.800.000 46,33 1,23% 42.313.132 293,99 O.N

DEUTSCHE BANK AG NA DE0005140008 4.197.752.425 9,94 0,89% 35.452.626 198,38 O.N.

DEUTSCHE BOERSE NA O.N. DE0005810055 692.000.000 28,69 0,97% 9.886.000 357,00

DEUTSCHE POST AG NA DE0005552004 70.000.000 38,21 0,69% 556.399.974 21,40 O.N.

DT.TELEKOM AG NA DE0005557508 59.387.625 82,99 1,30% 1.000.000.000 16,97

E.ON AG O.N. DE0007614406 747.559.859 39,35 3,65% 39.636.097 132,99

FRESEN.MED.CARE AG O.N. DE0005785802 119.262.134 130,01 3,69% 34.790.000 65,45

HENKEL KGAA VZO O.N. DE0006048432 457.920.000 49,30 6,38% 3.500.000 248,49

INFINEON TECH.AG NA O.N. DE0006231004 140.974.350 60,63 2,03% 616.700.000 70,20

LINDE AG O.N. DE0006483001 324.109.563 15,92 12,01% 4.759.456 266,89

LUFTHANSA AG VNA O.N. DE0008232125 229.580.233 15,15 1,56% 24.000.000 69,28

MAN AG ST O.N. DE0005937007 523.405.000 32,31 0,44% 13.490.970 71,07

METRO AG ST O.N. DE0007257503 315.485.417 35,41 1,69% 7.784.679 213,31

MUENCH.RUECKVERS.VNA DE0008430026 194.000.000 59,57 1,69% 6.050.000 577,76 O.N.

RWE AG ST O.N. DE0007037129 890.866.301 42,11 8,34% 44.265.890 107,12

SAP AG ST O.N. DE0007164600 514.489.044 17,05 9,30% 1.500.000 654,45

SCHERING AG O.N. DE0007172009 178.468.679 14,66 0,51% 5.660.011 180,49

SIEMENS AG NA DE0007236101 320.289.940 59,60 0,88% 47.584.393 183,55

THYSSENKRUPP AG O.N. DE0007500001 553.373.410 62,25 1,23% 31.300.000 53,43

TUI AG O.N. DE0006952005 736.145.540 62,12 0,89% 8.032.904 57,52

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VOLKSWAGEN AG ST O.N. DE0007664005 622.227.918 8,49 0,97% 30.000.000 114,79

100,00% 0,69%

Source: Deutsche Börse Aktiengesellschaft (http://deutsche-boerse.com)

2.3.5. Authorisation to use the Index

The Index is used with the authorisation of Deutsche Börse Aktiengesellschaft.

2.3.6. Evolution of the level of the Index over the last 12 months

Source: Bloomberg

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2.3.7. Historical volatility of the level of the Index over the last 12 months

Source: Bloomberg

2.4. Price and method of payment

Commerzbank International S.A. Luxembourg (“Cisal”) has agreed to subscribe the Structured Warrants in accordance with the Warrant Purchase Agreement executed on September 20, 2004. Cisal undertook to subscribe the Structured Warrants at the following unitary issue prices:

Tranche Unitary issue price (EUR) A 1,91 B 1,42 C 0,64 D 1,11 2.5. Conditions for exercise

The Structured Warrants may not be exercised during their lifetime and shall be deemed to be automatically exercised on the Exercise Date, provided that the Cash Settlement Amount is a positive amount at that time.

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The exercise of the Structured Warrants implicates certain costs that shall be borne by the Warrantholder.

2.5.1. Settlement

In case the Structured Warrants are automatically exercised on the Exercise Date, the Warrant Agent on behalf of the Issuer shall pay the Cash Settlement Amount not later than the third Banking Day following the Exercise Date by crediting the cash account of CVM which shall then credit the cash accounts of the relevant Financial Intermediaries.

2.5.2. Market Disruption Event

If on the Exercise Date a Reference Level of the Index is not determined and published or if in the opinion of the Issuer a Market Disruption Event (as defined below) with respect to the Index occurs, the Exercise Date shall be postponed to the next following calendar day on which a Reference Level of the Index is determined and published again and on which no Market Disruption Event occurs.

If, according to the provisions set forth in the previous paragraph, the Exercise Date is postponed for five consecutive Banking Days and if also on this day a Reference Level of the Index is not determined and published or if in the opinion of the Issuer a Market Disruption Event occurs on this day, then this day shall be deemed the Exercise Date and the Issuer shall calculate the respective closing level of the Index on that deemed Exercise Date in accordance with the formula for and the method of calculating the Index last in effect prior to the commencement of the Market Disruption Event. For the purpose of such calculation, the Issuer will calculate the Reference Level using the exchange traded prices of the shares comprising the Index on such day at the time the Reference Level is usually determined (the “Valuation Time”). If the trading in one or more Index Shares being relevant for such calculation is materially limited or suspended on such date or time, the Issuer shall determine a good faith estimate of the exchange traded price of the relevant Index Share that would have prevailed at the Valuation Time but for that suspension or limitation.

“Market Disruption Event” means (i) any suspension of or limitation imposed on trading in the shares comprising the Index on the stock exchanges or trading systems the prices of which are the basis for the calculation of the Index, provided that, accordingly to the criteria commonly accepted in the international markets, such suspension or limitation is relevant for the calculation of the Index, or (ii) any suspension of or limitation imposed on trading in options or futures referring to the Index on the futures and options exchange with the highest turnover of futures and options contracts on the Index.

2.6. Form of Issue

The Structured Warrants were issued through a private subscription offer.

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2.7. Organisation and leadership

Commerzbank International S.A. Luxembourg, a Luxembourg company with registered office in Luxembourg, subscribed all the Structured Warrants, under the terms and conditions previously agreed with the Issuer.

2.8. Resolutions, authorisations and issue approvals

Commerzbank is governed by German law.

Under German law, the issue of Structured Warrants is not subject to any resolution, approval or authorisation. In this regard, a statement was issued by Dr. Klaus Kunzel, Senior Counsel of Commerzbank and Ms. Lilo Fromm Assistant Vice President of Commerzbank, duly empowered for these purposes to act for and on behalf of Commerzbank, certifying that the Bank decided, on September 17, 2004, to issue the Structured Warrants.

2.9. Purpose of the issue

Any profits arising from the Structured Warrants’ issue shall be used for the purpose of financing Commerzbank’s activities.

2.10. Acceptance term and places

The placement of the Structured Warrants took place in Frankfurt am Main, Germany, on September 20, 2004.

2.11. Result of the issue

The issue was fully placed.

2.12. Warrantholder’s rights and their exercise

Structured Call Warrants are securities that entitle their holders to receive a Cash Settlement Amount which is equal to the difference, if positive, by which on the Exercise Date the Reference Level of the relevant Index expressed in EUR exceeds the Strike Price of the relevant Structured Call Warrant multiplied with the relevant Parity.

Structured Put Warrants are securities that entitle their holders to receive a Cash Settlement Amount which is equal to the difference, if positive, by which on the Exercise Date the Reference Level of the relevant Index expressed in EUR is exceeded by the Strike Price of the relevant Structured Put Warrant multiplied with the relevant Parity.

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2.13. Financial service

BNP Paribas Securities Services, S.A., with registered office in Paris is the entity responsible for the payment of the Structured Warrants’ underlying rights, under the terms of the agency agreement (“Agency Agreement”) entered into with the Issuer.

Copies of the Agency Agreement shall be publicly available at the Warrant Agent’s premises in Portugal, at Avenida 5 de Outubro, 206, 1050-065 Lisbon.

2.14. Tax regime

Introduction

The potential acquirers that have any doubt over their tax situation concerning the purchase, ownership, transmission or exercise of warrants should consult their own independent and duly qualified legal and/or tax adviser.

INCOME TAXATION

(a) Resident Entities

Individuals

Income from operations related to warrants, in the case of its disposal prior to the exercise as well as its exercise, is qualified, in the terms of article 10, no. 1, paragraph f) of the Personal Income Tax Code, as a capital gain. Income subject to Personal Income Tax when disposing of warrants is determined by the positive difference between the sale price and the acquisition price.

Income subject to Personal Income Tax in the exercise of warrants is determined, on the moment of that exercise, by the positive difference between the market price of the underlying asset and the exercise price added of the warrant acquisition price, for call warrants, and by the positive difference between the exercise price deducted of the warrant acquisition price and the market price of the underlying asset, for put warrants.

The individual may choose between the taxation of the positive balance between capital gains and losses at an autonomous rate of 10% or to aggregate that income to the remaining income to be subject to the general progressive tax rates varying between 12% and 40%.

Capital losses do not take part in the calculation of the balance referred in the previous paragraph when the counterpart in the operation is subject in the country, territory or region of residence to a tax regime that is clearly more favourable, and that is listed in the governmental order approved by the Finance Minister (governmental order no. 150/2004, from February 13).

Corporate entities

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As to Corporate entities resident in Portuguese territory, or non-resident Corporate entities with a permanent establishment in Portugal to which the income is attributable, the gains obtained with the transmission or exercise of warrants are considered as profits and subject to Corporate Income Tax at a 25% rate, possibly added of a municipal tax up to a maximum of 10% of the corporate tax, reaching a final maximum rate of 27,5%. Losses from the transmission or exercise of warrants are tax deductible.

(b) Non-resident entities

Individuals and Corporate entities (with no permanent establishment in Portugal to which the income is attributable)

Non-resident entities, in the terms foreseen in article 15º, no. 2 of the Personal Income Tax Code and of article 4º, no. 2 of the Corporate Income Tax Code, will only be taxed for income obtained in Portuguese territory.

The Issuer does not have its head office or its effective place of management in Portugal nor a permanent establishment in this territory to which the payment of the related income could be attributable.

Therefore, as long as the existence of a foreign tax residence is duly proved, income concerning warrants attributable to non-resident entities is not subject to taxation in Portugal, as it is considered to have a foreign source.

2.15. Transfer regime and trading restrictions

Structured Warrants are freely tradable securities. Structured Warrants may be freely transferred and may be listed on a regulated market, under the terms of

(i) The Securities Code, approved by the Decree-law 486/99, of November 13;

(ii) Regulation 5/2000, amended by Regulation 5/2002, both of CMVM;

(iii) Regulation I (Harmonised Rules) of Euronext Lisbon;

(iv) Regulation II (Non-Harmonised Rules) of Euronext Lisbon;

(v) Instruction LI 2003-03 of Euronext Lisbon.

Transactions involving Structured Warrants, including their transfer, at the markets where the Structured Warrants are listed, shall be executed by a financial intermediary, through the CVM.

2.16. Offer net amount

Not applicable.

2.17. Definitive certificates

No definitive certificates shall be issued during the lifetime of the Structured Warrants.

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2.18. Listing for trading

The Structured Warrants’ admission for trading on the Official Quotations Market of Euronext Lisbon has been requested.

2.19. Market maker agreement

On February 2, 2004, Euronext Lisbon and Commerzbank have entered into a market maker agreement relative to warrants, certificates and reverse convertibles (“Market Maker Agreement”). The main clauses of such agreement may be consulted in the Reference Prospectus.

On September 6, 2004, Euronext Lisbon and Commerzbank have entered into a addendum to the Market Maker Agreement to include the Structured Warrants, adding the following provisions: FIRST CLAUSE “The present agreement is also applicable to covered warrants with knock-out barriers (the so called “turbo warrants”), and to all covered warrants with special features (different from the so called plain vanilla warrants), issued by Commerzbank and listed on one of the Euronext Lisbon’s Regulated Markets, except when the contrary is expressly stated on the complementary prospectus for listing and communicated to Euronext Lisbon. Commerzbank acknowledges that it is its responsibility to report to the Euronext’s Cash Market Operations Department, immediately and by the form and means determined, from time to time, by the above mentioned Euronext’s Cash Market Department, whenever the knock out barrier has been reached. At the present date, the procedures determined by the Euronext’s Cash Market Operations Department are referred to in Annex I to this Addendum, which are herein enclosed, as part of the present Addendum.”

SECOND CLAUSE Appendix III

(Trading parameters)

“WARRANTS WITH KNOCK-OUT BARRIERS (warrants) Spread (based on the offering price) Maximum spread, between the bid and offer prices, of €0,25 Euros or 10%, for warrants with an index or shares as underlying. Maximum spread, between the bid and offer prices, of €0,30 Euros for warrants with an exchange rate as underlying. Minimum quantities – 10.000 warrants for warrants with an index or shares as underlying and 1.000 warrants for warrants with an exchange rate as underlying. Order exposure time • Commerzbank is required to place orders into the Trading System during 90% of the trading session, except during the last 5 minutes of the pre-opening and during the

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consolidation period determining the closing price, where Commerzbank is compelled to place orders continuously. • Commerzbank may, however, cancelled the orders placed into the Trading Systems at any time, including during the last 5 minutes of the pre-opening and during the consolidation period determining the closing price.

Maximum quantities per session (clause 4, number 2) – 1.000.000 (a million) warrants per trading session and per product category.” 2.20. Securities listed for trading

The Issuer has securities listed for trading in the following regulated markets: Germany, France, Belgium, Holland, Sweden, Italy, Spain and Portugal.

Commerzbank does not have other structured warrants issued on the Index listed for trading in a Portuguese regulated market.

2.21. Offers regarding securities

The Issuer executes within the scope of its corporate activity, public and private offers of call warrants and put warrants with automatic exercise on their Expiration Dates, issued over national and international shares, indexes, currencies exchange rates and baskets.

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SECTION 3

OTHER INFORMATION For the purpose of this Prospectus:

3.1. Index Sponsor Replacement and Adjustments

(a) If the relevant Index is no longer being calculated and/or published by the relevant Sponsor, but is being calculated and/or published by an entity succeeding the relevant Sponsor and which is acceptable to the Issuer (the "Successor Sponsor"), or has been replaced by a succeeding index using, in the opinion of the Issuer, a formula and calculation method identical or substantially similar to those used for the calculation of the relevant Index (the "Successor Index"), the index thus calculated and published by the Successor Sponsor, or the Successor Index, as the case may be, shall be the index used for the calculation of the Cash Settlement Amount of the relevant Structured Warrants.

(b) If during the lifetime of the Structured Warrants the Sponsor of the relevant Index

(i) should carry out a material modification to the formula or calculation method of the relevant Index (other than a modification prescribed in the formula or calculation method of the relevant Index in the event of changes in the constituent shares, capitalisation or other routine events) or should materially modify the relevant Index in any other manner, or

(ii) should cease to calculate and publish the relevant Index without having been replaced by a Successor Index,

the Issuer shall calculate the Reference Level of the Index on the Exercise Date in accordance with the formula and calculation method which was last in effect before said modification or discontinuity took place, but using only those securities, assets or components comprising the relevant Index prior to the aforementioned modification or discontinuity, and, therefore, excluding those which have since ceased to be listed on the stock exchange to which the relevant Index refers.

(c) The Issuer reserves the right to make such adjustments to these terms and conditions or to distribute to the Warrantholders any rights in connection with the Structured Warrants as it reasonably believes are appropriate in circumstances where an event or events occur (including, without limitation, the introduction of any new currency or replacement of any national currency) which the Issuer believes (notwithstanding any adjustments previously made to the Structured Warrants) should in the context of the issue of Structured Warrants and its obligations hereunder give rise to such adjustment or distribution, provided that such adjustment is considered by the Issuer to be appropriate accordingly to the criteria commonly accepted in the international markets (without considering the individual circumstances of any Warrantholder or the tax consequences of such

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adjustments in any particular jurisdiction) or is required to take account of provisions of the laws of the relevant jurisdiction or the practices of any relevant exchanges.

Following any adjustment to the settlement terms of options on the Index traded on any options exchange, the Issuer may but is not obliged to make in respect of the Structured Warrants a corresponding adjustment to the Strike Price, the Knock Out Level and/or the Parity and/or any other provision of these Terms and Conditions (in its absolute discretion and notwithstanding any adjustments previously made to the Structured Warrants) which adjustment will be effective as of the date determined by the Issuer to be the effective date of the corresponding adjustment made by the Relevant Options and Futures Exchange.

(d) Replacements and Adjustments made pursuant to the preceding paragraphs will be made by the Issuer and are, in the absence of manifest errors, binding for all parties involved. Replacements and Adjustments and their respective effective dates will be published by the Issuer in accordance with 3.6.

3.2. Modifications

If previously approved by the CMVM, the Issuer may proceed to amend the terms and conditions of the Prospectus in its interest without the Warrantholders’ prior consent, in order to correct any error, to clarify any ambiguity, or to alter any of the Prospectus’ terms or conditions, provided that the amendment does not unreasonably contradict the Warrantholders’ interest.

3.3. Acquisitions

The Issuer and/or any of its subsidiaries may acquire Structured Warrants at any time, on or off-market. The acquired Structured Warrants may be held or sold by Issuer and/or any of its subsidiaries or redeemed by the Issuer at any time.

3.4. Structured Warrants Trading

The minimum amount of Structured Warrants listed for trading in Euronext Lisbon shall be of one unit.

The Structured Warrants shall only be listed for trading in Euronext Lisbon until the end of the fourth Banking Day prior to the Exercise Date.

3.5. Hedging operations

It may be undertaken edging operations that may include, namely, the purchase and sale (i) of the underlying asset, (ii) of futures over the Index or related indexes, (iii) of options over these assets or baskets of these assets, or (iv) the assets or derivatives related to, inter alia, exchange or interest rates.

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3.6. Notices

Notices relating to the Structured Warrants shall be disclosed in the information disclosure system of the CMVM (www.cmvm.pt) and published in the Official Gazette ("Boletim de Cotações") of the Euronext Lisbon and, if applicable, in a newspaper with nation-wide circulation in Portugal.

Notices to the Issuer can be made by way of written notice to the Warrant Agent.

3.7. Additional Issuance

Commerzbank may issue other structured warrants exchangeable with the Structured Warrants, at its discretion, without the Warrantholders’ prior authorisation.

3.8. Commerzbank Representative appointed for the Market

The representative of Commerzbank for the liaison with the Market is: Helio da Silva Claudio Commerzbank Aktiengesellschaft Address: Mainzer Landstr. 153 D- 60261 Frankfurt am Main Telephone: +49 (69) 136 47847 Fax: +49 (69) 136 47595 Email: [email protected] 3.9. Management and accounting reports

The management and accounting reports are available for public consultation at the offices of the Agent, as well as the offices of Commerzbank, in Frankfurt am Main.

The interim report of Commerzbank, as of June 30, 2004, is also available for inspection in the website of the Comissão do Mercado de Valores Mobiliários (www.cmvm.pt.).

Commerzbank’s registered share capital amounts to EUR 1.554.430.813,00 Euros and is divided into 597.858.005 ordinary bearer shares, with a Rechnerischer Wert of 2,6 Euros each.

3.10. Applicable law

The Structured Warrants will be governed and construed under the terms of German law, whereas amongst others the transfer, the listing, the placement or the public offering of the Structured Warrants in Portugal will be governed by Portuguese law.

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ANNEX

Example of the Calculation of the Cash Settlement Amount

Example of the calculation of the Cash Settlement Amount of a Structured CALL Warrant relating to Index "X":

Scenario I:

The Reference Level of the Index on the Exercise Date exceeds the Strike Price. The level of the Index during the Reference Period was never equal or below the Knock-out Level:

Strike Price: EUR 5,000 Knock-out Level: 4.500 Index Points Ratio: 100:1 (0.01), Reference Level: 5,500 Index Points Reference Price: EUR 5,500

Calculation of the Cash Settlement Amount payable:

(Reference Price – Strike Price) x 0.01 (EUR 5,500 – EUR 5,000) x 0.01 = EUR 5.00. Cash Settlement Amount for one Structured CALL Warrant payable to the Warrantholder on the settlement date: EUR 5.00.

Scenario II: The level of the Index during the Reference Period (including the Exercise Date) is once equal or below the Knock-out Level: In such case the Structured Call Warrant expires worthless. Example of the calculation of the Cash Settlement Amount of a Structured Put Warrant relating to Index "X":

Scenario I:

The Strike Price on the Exercise Date exceeds the Reference Level. The level of the Index during the Reference Period was never equal or above the Knock-out Level: Strike Price: EUR 5,000 Knock-out Level: 5,300 Ratio: 100:1 (0.01), Reference Level: 4,800 Index Points

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Reference Price: EUR 4,800

Calculation of the Cash Settlement Amount payable: (Strike Price - Reference Price ) x 0.01 (EUR 5,000 – EUR 4,800) x 0.01 = EUR 2.00. Cash Settlement Amount for one Structured Put Warrant payable to the Warrantholder on the settlement date: EUR 2.00.

Scenario II: The level of the Index during the Reference Period (including the Exercise Date) is once equal or above the Knock-out Level: In such case the Structured Call Warrant expires worthless.

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This Listing Complementary Prospectus, presented as a brochure, is available for inspection by the public in the internet site of the Comissão do Mercado de Valores Mobiliários and in the following addresses: Commerzbank AG, Kaiserplatz, 60261 Frankfurt am Main, Federal Republic of Germany, in BNP Paribas Securities Services, S.A., located at Av. 5 de Outubro, 206, 1050-065 Lisbon and in the head- office of Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados, S.A. located at Praça Duque de Saldanha, no. 1, 5th floor, Edifício Atrium Saldanha, 1050-094 Lisbon.

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