Third Supplement dated 9 April 2014 to the Registration Document dated 6 November 2013 COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main · Federal Republic of Germany Third Supplement to the Registration Document dated 6 November 2013 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 6 November 2013 (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 COMMERZBANK Aktiengesellschaft ("COMMERZBANK", the "Issuer" or the "Bank", together with its consolidated subsidiaries and affiliated companies "COMMERZBANK 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 14 November 2013 and 21 February 2014 (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 COMMERZBANK Aktiengesellschaft (www.commerzbank.com) and copies may be obtained from COMMERZBANK 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 COMMERZBANK Aktiengesellschaft was the counterparty in the purchase, the withdrawal shall be addressed to COMMERZBANK Aktiengesellschaft, GS-MO 3.1.7 New Issues& SSD Lifecycle Services, Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main, Federal Republic of Germany. On 21 March 2014 the Financial Statements and Management Report of COMMERZBANK Aktiengesellschaft and the COMMERZBANK Group Annual Report for the financial year 2013 were published. Therefore, the following amendments to the Registration Document shall be made: In section "E. DESCRIPTION OF COMMERZBANK" sub-section "Historical Financial Information" on page 58 of the Registration Document shall be deleted and repalced by the following: "Historical Financial Information The audited annual financial statements of COMMERZBANK for the financial year ended December 31, 2013 and the audited consolidated annual financial statements of COMMERZBANK for the financial years ended December 31, 2012 and December 31, 2013 are incorporated by reference into, and form part of, this Registration Document (see "Documents Incorporated by Reference")." In section "E. DESCRIPTION OF COMMERZBANK" the follwowing sub-sections shall be added after sub-section "Historical Financial Information" on page 58 of the Registration Document: "Trend Information There has been no material adverse change in the prospects of the COMMERZBANK Group since 31 December 2013. Significant Change in the Financial Position Since 31 December 2013 no significant change in the financial position of the COMMERZBANK Group has occurred." In section "E. DESCRIPTION OF COMMERZBANK" sub-section "Interim Financial Information" on page 58 of the Registration Document shall be deleted entirely. In section "E. DESCRIPTION OF COMMERZBANK" sub-section "Auditors" on page 58 of the Registration Document shall be deleted and replaced by the following: "Auditors The Bank’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 2012 and 2013 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 2013 financial year, which were prepared in accordance with German generally accepted accounting principles and issued an unqualified auditors’ report in each case. PwC is a member of the German Wirtschaftsprüferkammer (Chamber of Public Accountants)." In section "E. DESCRIPTION OF COMMERZBANK" sub-section "Recent developments and outlook" on pages 71 to 73 of the Registration Document shall be deleted entirely. Section "F. DOCUMENTS ON DISPLAY" on page 74 of the Registration Document shall be deleted and replaced by the following: "F. DOCUMENTS ON DISPLAY This Registration Document and supplements thereto (if any) is available for viewing in electronic form at the website of COMMERZBANK Aktiengesellschaft (www.commerzbank.com) and copies may be obtained from COMMERZBANK Aktiengesellschaft, Kaiserstraße 16 (Kaiserplatz), D-60311 Frankfurt am Main. Furthermore, for the period of twelve months from the date of approval of this Registration Document copies of the following documents are available for inspection at the specified office of the Issuer and for viewing in electronic form on the website www.commerzbank.com: 2 • the Articles of Association of the the Issuer; • the Financial Statements and Management Report of COMMERZBANK Aktiengesellschaft for the financial year 2013; and • the Annual Reports of the COMMERZBANK Group for the financial years 2012 and 2013." Section "G. DOCUMENTS INCORPORATED BY REFERENCE" on page 75 of the Registration Document shall be deleted and replaced by the following: "G. DOCUMENTS INCORPORATED BY REFERENCE The following documents, which have been filed with the Commission de Surveillance du Secteur Financier, shall be incorporated by reference in, and form part of this Registration Document: COMMEZRBANK Group Annual Report 2012 (English version) Group management report p. 61 – p. 130 Group risk report p. 131 – p. 178 Statement of comprehensive income p. 181 – p. 183 Balance sheet p. 184 – p. 185 Statement of changes in equity p. 186 – p. 187 Cash flow statement p. 188 – p. 189 Notes p. 190 – p. 336 Independent auditors' report p. 337 – p. 338 Disclaimer (reservation regarding forward-looking p. 352 statements) COMMERZBANK Group Annual Report 2013 (English version) Group management report p. 47 – p. 96 Group risk report p. 97 – p. 132 Statement of comprehensive income p. 135 – p. 137 Balance sheet p. 138 – p. 139 Statement of changes in equity p. 140 – p. 142 Cash flow statement p. 143 – p. 144 Notes p. 145 – p. 322 Independent auditors' report p. 323 – p. 324 Disclaimer (reservation regarding forward-looking p. 338 statements) Information not listed above but included in the documents incorporated by reference is either of no relevance for an investor or covered elsewhere in this Registration Document." Documents incorporated by reference have been published on the website of the Issuer (www.commerzbank.com). The following section shall be added thereafter: "H. FINANCIAL STATEMENTS AND MANAGEMENT REPORT 2013 OF COMMERZBANK AKTIENGESELLSCHAFT Management report F-1 – F-29 Risk report F-30 – F-59 Income statement F-60 Balance sheet F-61 – F-64 Notes F-65 – F-105 Independent auditors' report F-106 – F-107 Disclaimer (reservation regarding forward-looking F-108 statements) " 3 4 Commerzbank Aktiengesellschaft Management report of Commerzbank Aktiengesellschaft Structure and organisation Corporate Responsibility Commerzbank Aktiengesellschaft is Germany’s second largest Commerzbank remains fully committed to its corporate responsi- bank and one of its leading banks for private and corporate cus- bility, as it demonstrated once again in 2013. The “Corporate Re- tomers. Our customers have one of the densest networks of any sponsibility Report 2013” describes how the many wide-ranging private-sector bank in Germany at their disposal. Commerzbank areas of the Bank are living up to and promoting environmental, serves a total of around 15 million private customers and 1 mil- social and ethical considerations. In matters as diverse as corpo- lion business and corporate customers worldwide. Commerzbank rate leadership, specific product and service offerings in the mar- aims to continue strengthening its position as market leader in ket segments, the certified environmental management system, the private and corporate customer segments in Germany. sustainable procurement, varied employee benefits and social en- The focus of our activities is on the four core segments: Private gagement, the Bank makes it clear in all it does that it takes its Customers, Mittelstandsbank, Corporates & Markets and Cen- new positioning as a fair and competent partner to its customers tral & Eastern Europe. The Bank has merged all activities in com- very seriously. The report bears the title “Responsibility. Trust. mercial real estate and ship financing, in addition to public financ- Confidence.”, because through its commitment to responsibility, ing, into the new Non-Core Assets (NCA) run-off segment. The the Bank aims to rebuild trust and inspire confidence. core segments are each overseen by a member of the Board of The Corporate Responsibility Report 2013 was produced in Managing