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Final Terms Do Not Constitute Final Terms Pursuant to Article 5 (4) of Directive 2003/71/EC, As Amended, and Will Not Be Filed with Any Competent Authority

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Final Terms Do Not Constitute Final Terms Pursuant to Article 5 (4) of Directive 2003/71/EC, As Amended, and Will Not Be Filed with Any Competent Authority These Final Terms do not constitute Final Terms pursuant to Article 5 (4) of Directive 2003/71/EC, as amended, and will not be filed with any competent authority. FINAL TERMS relating to COMMERZBANK AKTIENGESELLSCHAFT ILS 4,000,000 Fixed Rate Credit Linked Notes of 2019/2020 (ISIN XS1946874275) issued under the Equity and Non-Equity Credit Linked Notes/Equity and Non-Equity Credit Linked Certificates Programme of COMMERZBANK AKTIENGESELLSCHAFT Date of the Final Terms: 6 February 2019 ISIN XS1946874275 This document constitutes the Final Terms relating to the issue of Notes under the Equity and Non- Equity Credit Linked Notes/Equity and Non-Equity Credit Linked Certificates Programme of Commerzbank Aktiengesellschaft (the "Programme") and shall be read in conjunction with the Information Memorandum dated 21 September 2018 as supplemented from time to time. The Programme does not constitute a prospectus for the purposes of Article 5.4 of the Prospectus Directive. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Information Memorandum and supplements thereto, if any. The Information Memorandum and any supplements will be available free of charge at the head office of the Issuer, Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main, Federal Republic of Germany. These Final Terms are available at www.bourse.lu. I. Terms The programme terms and conditions (the "Programme Terms and Conditions") shall be amended by incorporating the terms of the Final Terms, and by deleting all provisions not applicable to the respective issue of Notes (the "Consolidated Terms") in the form attached hereto as Annex 1. The Consolidated Terms shall replace the Programme Terms and Conditions in their entirety. If and to the extent the Consolidated Terms deviate from the Programme Terms and Conditions, the Consolidated Terms shall prevail. II. Other Conditions Issue Date 6 February 2019 Issue Currency Israeli new shekel ("ILS") Issue Price 100 per cent. Issue Volume ILS 4,000,000 WKN CB0G19 Common Code 194687427 ISIN XS1946874275 Listing and trading Euro MTF market of the Luxembourg Stock Exchange. The Notes shall only be admitted to trading on any trading venue upon prior written consent of the Issuer Reasons for the offer, estimated net proceeds and total expenses (i) Reasons for the offer The net proceeds from the issue of Notes will be applied by the Issuer for its general corporate purposes which include making a profit. (ii) Estimated net proceeds ILS 4,000,000 (iii) Estimated total expenses Euro 1,000 Page 2 ISIN XS1946874275 Indication of yield 1.30% Other information concerning the Reference The information included herein with respect Entity to Banco Santander Perú S.A. (the "Reference Entity") consists only of extracts from, or summaries of, publicly available information. The Issuer accepts responsibility that such information has been correctly extracted or summarised. No further or other responsibility in respect of such information is accepted by the Issuer. In particular, the Issuer accepts no responsibility in respect of the accuracy or completeness of the information set forth herein concerning the Reference Entity or in respect of any event which would affect the accuracy or completeness of such information. Information on the Reference Entity can be obtained from the internet page www.santander.com.pe Applicable TEFRA provisions TEFRA C Page 3 ISIN XS1946874275 ANNEX 1 CONSOLIDATED TERMS The following terms and conditions (the "Terms and Conditions") apply to the Notes issued as Series No. PA11 and Tranche No. 1 of that Series under the Equity and Non-Equity Credit Linked Notes/Equity and Non-Equity Credit Linked Certificates Programme of Commerzbank Aktiengesellschaft (the "Programme"). Capitalised terms used in § 1 through § 17 below but not defined therein shall bear the meaning ascribed to such terms in the relevant applicable schedule to these Terms and Conditions: ● Specific Credit linked Provisions and Definitions Schedule. Any such schedule constitutes an integral part of these Terms and Conditions. § 1 FORM 1. This issue of Notes (the "Notes") of Commerzbank Aktiengesellschaft, Frankfurt am Main, Federal Republic of Germany (the "Issuer") on 6 February 2019 (the "Issue Date") will be represented by a global bearer note (the "Global Note") which shall be deposited with Deutsche Bank AG, Frankfurt am Main, as common depositary for Clearstream Banking S.A., Luxembourg and Euroclear Bank S.A./N.V., Brussels as operator of the Euroclear System (together the "Clearing System"). The Notes are issued in Israeli new shekel ("ILS") (the "Issue Currency") in the aggregate principal amount of ILS 4,000,000 (in words: Israeli new shekel four million) (the "Aggregate Principal Amount") in the denomination of ILS 500,000 (the "Denomination"). 2. Definitive Notes will not be issued. The right of the holders of Notes (the "Noteholders") to delivery of definitive Notes is excluded. The Noteholders shall receive co-ownership participations in or rights with respect to the Global Note which are transferable in accordance with applicable law and the rules and regulations of the Clearing System. In securities clearing transactions, the Notes are transferable in units of one Note or integral multiples thereof. 3. The Global Note shall bear the hand-written or facsimile signatures of two persons authorised by the Issuer. § 2 INTEREST 1. Subject to the provisions of paragraph 2 below, the Notes bear interest at a rate of 1.30% p.a. as from 6 February 2019 (the "Interest Commencement Date") (inclusive) up to the first Interest Payment Date (exclusive) and thereafter as from any Interest Payment Date (inclusive) up to the next following Interest Payment Date (exclusive) (each such period being an "Interest Period"). Interest is payable in arrear on 29 March 2019, 30 September 2019, 31 March 2020 and the Scheduled Redemption Date (each an "Interest Payment Date"). If any such Interest Payment Date is not a Payment Business Day, then such Interest Payment Date shall be postponed to the next day that is a Payment Business Day (the "Business Day Convention") (without adjustment of the relevant Interest Period and the amount of interest payable for the relevant Interest Period). 2. If a Credit Event has occurred, as determined by the Calculation Agent, during the Credit Observation Period and a Credit Event Notice is delivered during the Notice Delivery Period by or on behalf of the Issuer to the Noteholders in accordance with § 15, no further interest shall accrue on the Notes and the Interest Period will be the period ending on the Interest Payment Date Page 4 ISIN XS1946874275 immediately preceding the Event Determination Date (or, in the case of an Event Determination Date occuring before the first Interest Payment Date, no interest shall accrue and be payable on the Notes). Where: The defined term "Credit Event" shall have the meaning given to such term in § 4 paragraph 5 and the defined terms "Credit Observation Period", "Credit Event Notice", "Event Determination Date" and "Notice Delivery Period" shall have the meaning given to such terms in the Specific Credit Linked Provisions and Definitions Schedule. "Business Day" means any day (other than a Saturday or Sunday) on which commercial banks are open for general business (including dealings in foreign exchange and foreign currency deposits) in London, Frankfurt am Main and Tel Aviv and on which the Clearing System settles payments in the Settlement Currency. 3. Subject to paragraph 2, the Notes will cease to bear interest at the end of the day preceding the date on which they become due for redemption in accordance with § 3 or § 8 or § 13, respectively, even if payment is made later than on the due date determined by the calendar in accordance with § 6 paragraph 3. 4. Should the Issuer for any reason whatsoever fail to provide to the Principal Paying Agent, when due, the necessary funds for the redemption of the Notes, then interest on the outstanding principal amount of such Notes will continue to accrue until the payment of such principal has been effected, however not beyond the fourteenth day after the date on which the necessary funds have been provided to the Principal Paying Agent and notice thereof has been given by publication in accordance with § 15. 5. The calculation of interest shall be made on the basis of the actual number of days elapsed divided by 360. § 3 REDEMPTION AT MATURITY 1. The Notes shall be redeemed in the Settlement Currency on 16 April 2020 (the "Scheduled Redemption Date") at an amount determined in accordance with paragraph 2 (the "Final Redemption Amount"). The Scheduled Redemption Date may be postponed in accordance with § 4 paragraph 6. 2. The Final Redemption Amount shall be an amount equal to ILS 500,000 per Denomination. 3. Where the following definitions shall apply: "Settlement Currency" means the Issue Currency. § 4 REDEMPTION FOLLOWING THE OCCURRENCE OF A CREDIT EVENT 1. If a Credit Event has occurred, as determined by the Calculation Agent, and a Credit Event Notice is delivered during the Notice Delivery Period by or on behalf of the Issuer to the Noteholders in accordance with § 15, the Issuer’s obligation to redeem the Notes in cash pursuant to § 3 shall be discharged in full, provided that the Issuer has delivered a notice of physical settlement in accordance with § 15 (the "Notice of Physical Settlement") during the Notice Delivery Period (the last day of such period being the "NOPS Cut-off Date"). Instead, the Issuer shall redeem the Notes by delivery to each Noteholder of the Relevant Portion of the Outstanding Principal Balance or Due and Payable Amount (or the equivalent Currency Page 5 ISIN XS1946874275 Amount of any such amount) of the Deliverable Obligation(s) specified in the Notice of Physical Settlement or a NOPS Amendment Notice in an amount equal to the Aggregate Principal Amount (the "Physical Settlement Amount") excluding accrued (but unpaid) interest on the Physical Settlement Date.
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