Information Memorandum Unternehmensbericht gemäß § 65 Börsenordnung in Verbindung mit § 44 Börsenzulassungs-Verordnung COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main · Federal Republic of Germany – Issuer and/or Guarantor – COMMERZBANK OVERSEAS FINANCE N.V. Curaçao · Netherlands Antilles – Issuer – 7 25,000,000,000 Medium Term Note Programme Arranger COMMERZBANK SECURITIES Dealers BARCLAYS CAPITAL COMMERZBANK HSBC SECURITIES JPMORGAN MORGAN STANLEY NATIONAL AUSTRALIA BANK LIMITED SCHRODER SALOMON UBS WARBURG SMITH BARNEY Issuing Agent COMMERZBANK AKTIENGESELLSCHAFT The date of this Information Memorandum is July 1, 2002. This Information Memorandum replaces the Information Memorandum dated August 1, 2001 and is valid for one year from the date hereof. References to the term “Information Memorandum” comprise the German term “Unternehmensbericht“. Table of Contents Page Important Notice about this Information Memorandum . 3 Documents incorporated by Reference . 5 Summary of Terms and Conditions of the Programme and the Notes . 6 Formof Pricing Supplement . 10 Instructions for the Use of the Programme Terms and Conditions of the Notes . 24 Programme Terms and Conditions of the Notes . 26 Instructions for the Use of the Programme Terms of the Guarantee . 52 Terms of the Guarantee . 54 Use of Proceeds . 55 Commerzbank Aktiengesellschaft . 56 Commerzbank Overseas Finance N.V. 227 Taxation . 236 Selling Restrictions . 242 General Information . 245 2 Important Notice about this Information Memorandum The purpose of this Information Memorandum is to give information with regard to Commerzbank Aktiengesellschaft (“the Issuer”, “the Guarantor” or “Commerzbank”), Commerzbank Overseas Finance N.V. (‘‘the Issuer” or “COF”), together also referred to as the “Issuers”, and the Notes. Each of the Issuers and the Guarantor jointly and severally accepts responsibility for the information contained in this Information Memorandum. To the best of the knowledge and belief of the Issuers and the Guarantor (each of whomhas taken all reasonable care to ensure that such is the case) the information contained in this Information Memorandum, is true and accurate in all material respects and is not misleading and there are no other facts the omission of which makes this Information Memorandum as a whole or any of such information or the expression of any opinions or intentions misleading. The Information Memorandum should be read and construed with any amendment or supplement thereto and with any other documents incorporated by reference (according to the rules of the Luxembourg Stock Exchange) and, in relation to any Series (as defined herein) of Notes should be read and construed together with the relevant Pricing Supplement(s) (as defined herein). The Programme Dealers (the “Dealers”) have not separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, expressed or implied, is made and no responsibility is accepted by the Dealers as to the accuracy or completeness of the information contained in this Information Memorandum, or any other financial statement or any further information supplied in connection with the Programme or the Notes. The Dealers accept no liability in relation to the financial or other information contained in this Information Memorandum or any other financial statement or any further information supplied in connection with the Programme or the Notes or their distribution. The statements made in this paragraph are without prejudice to the responsibility of the Issuers and the Guarantor, as the case may be, under the Programme. No person is or has been authorised to give any information or to make any representation not contained in or not consistent with this Information Memorandum or any other financial statement or further information supplied in connection with the Programme or the Notes and, if given or made, such information or representation must not be relied upon as having been authorised by either the Issuers, the Guarantor or any of the Dealers. Neither this Information Memorandum nor any other financial statement nor any further information supplied in connection with the Programme or the Notes is intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuers, the Guarantor or any of the Dealers that any recipient of this Information Memorandum or any other financial statement or any further information supplied in connection with the Programme or the Notes should purchase any of the Notes. Each investor contemplating purchasing Notes should make its own independent investigation of the financial conditions and affairs, and its own appraisal of the creditworthiness of the Issuers and the Guarantor. None of this Information Memorandum, any other financial statement or any further information supplied in connection with the Programme or the Notes constitutes an offer or invitation by or on behalf of the Issuers, the Guarantor or the Dealers or any of themto any person to subscribe for or to purchase any of the Notes. The delivery of this Information Memorandum does not at any time imply that the information contained herein concerning the Issuers and the Guarantor is correct at any time subsequent to the date hereof or that any other financial statement or any further information supplied in connection with the Programme or the Notes is correct as of any time subsequent to the date indicated in the document containing the same. The Dealers expressly do not undertake to review the financial conditions or affairs of the Issuers, the Guarantor or any of their subsidiaries during the life of the Programme. Investors should review, inter alia, the most recent financial statements of the Issuers and the Guarantor when deciding whether or not to purchase any of the Notes. The distribution of this Information Memorandum and the offer or sale of the Notes may be restricted by law in certain jurisdictions. Persons into whose possession this Information Memorandum or any Notes come must inform themselves about, and observe, any such restrictions. In particular, there are restrictions on the distribution of this Information Memorandum and the offer or sale of the Notes in 3 the United States, the United Kingdom, Germany, Japan and the Netherlands Antilles (see “Selling Restrictions”on page 242). The Issuers, the Guarantor and the Dealers do not represent that this document may be lawfully distributed, or that the Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction, or pursuant to an exemption available thereunder, or assume any responsibility for facilitating such distribution or offering. In particular, no action has been taken by the Issuers, the Guarantor or the Dealers which would permit a public offering of the Notes or distribution of this document in any jurisdiction where action for that purpose is required. Accordingly, the Notes may not be offered or sold, directly or indirectly, and neither this Information Memorandum nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances which are in compliance with any applicable laws and regulations and the Dealers have represented that all offers and sales by them will be made on the same terms. In connection with any Series of Notes under the Programme, the Lead Manager or the Purchaser (if any, as the case may be) will act as a stabilising agent (the “Stabilising Agent”). The identity of the Stabilising Agent will be disclosed in the relevant Pricing Supplement. References in the next paragraph to “this issue” are to each Series of Notes in relation to which a Stabilisation Agent is appointed. In connection with the issue of any Series of Notes, the Stabilising Agent or any person acting for him may over-allot or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail for a limited period after the issue date. However, there may be no obligation on the Stabilising Agent or any agent of his to do this. Such stabilising, if commenced, may be discontinued at any time, and must be brought to an end after a limited period. In this Information Memorandum, references to “U.S.$”, “USD” and “U.S. dollars” are to the lawful currency of the United States of America, references to “5”or “Euro” are to the lawful currency of the member states participating in the European Monetary Union. Schroder is a trademark of Schroders Holdings plc and is used under license by Salomon Brothers International Limited. 4 Documents Incorporated by Reference (1) The following documents shall be deemed to be incorporated in, and to form part of, this Information Memorandum: (1) the most recently published annual reports and accounts of the Issuers and the Guarantor from time to time; (2) the most recently published interim report of the Guarantor from time to time currently as of March 31, June 30 and September 30; (3) all supplements to this Information Memorandum circulated by the Issuers and the Guarantor from time to time in accordance with the undertakings given by them in the Dealer Agreement (Dealer Agreement); and (4) the relevant Pricing Supplements save that any statement contained herein or in a document which in whole or the relevant part of it is incorporated by reference herein shall be deemed to be modified or superseded for the purpose of this Information Memorandum