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May 26, 2015

Commerzbank Aktiengesellschaft announces results of tender offer for outstanding Notes issued by Commerzbank Holdings (UK) Limited

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The documents and information following this page relate to a public offering of securities exclusively in the Federal Republic of Germany and are not intended for publication or dissemination in the United States of America, the United Kingdom or in any other jurisdiction outside the Federal Republic of Germany. Such documents and information do not constitute an offer to sell securities, or a solicitation of an offer to buy securities, in the United States of America. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The securities of COMMERZBANK AG described herein have not been and will not be registered under the Securities Act, or the laws of any State, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable State laws. COMMERZBANK AG does not intend to register any portion of the offering in the United States or conduct a public offering of securities in the United States.

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Commerzbank Aktiengesellschaft (the “Offeror”), is a stock corporation incorporated under the laws of the Federal Republic of Germany and registered under docket number HRB 32000 with the commercial register of the Local Court in Frankfurt/Main. The Offeror hereby announces the results of its invitation to holders of the (i) U.S.$100,000,000 Primary Capital Undated Floating Rate Notes issued by Commerzbank Holdings (UK) Limited (formerly Kleinwort, Benson, Lonsdale plc) (the “1985 Notes”) (the “Issuer”) and (ii) U.S.$125,000,000 Primary Capital Undated Floating Rate Notes issued by the Issuer which having become fungible and forming a single series with the 1985 Notes (together, the “Notes”), to submit tenders to the Offeror to purchase the Notes for cash (the “Tender Offer”). The Tender Offer was made on the terms and subject to the conditions contained in the tender offer memorandum dated May 11, 2015 (the “Tender Offer Memorandum”). Capitalised terms used, but not defined, in this announcement have the meanings given to them in the Tender Offer Memorandum.

The Expiration Date for the Tender Offer was 4.00pm, London time, on May 22, 2015.

As at the Expiration Date, the Offeror had received valid tenders for purchase of U.S.$41,350,000 in aggregate nominal amount of Notes. The Notes Purchase Price is 65 per cent. of the principal amount of such Notes. Accrued Interest will also be payable, as further described in the Tender Offer Memorandum.

The Offeror has decided to reject certain tenders of the Notes received from U.S. accounts in respect of U.S.$2,120,000 in aggregate nominal amount of Notes.

The Settlement Date in respect of the Notes accepted for purchase pursuant to the Tender Offer is expected to be May 28, 2015. Following settlement of the Tender Offer, U.S.$124,110,000 in aggregate nominal amount of the Notes will be outstanding. Furthermore, prior to the Offer the Offeror held U.S.$41,250,000 in nominal amount of the Notes and therefore following settlement of the Tender Offer the aggregate nominal amount of the Notes outstanding, excluding Notes held by the Offeror, will be U.S.$82,860,000.

Commerzbank Aktiengesellschaft and Citigroup Global Markets Limited are acting as Joint Dealer Managers for the Tender Offer and Lucid Issuer Services Limited is acting as Tender Agent.

THE OFFEROR

Commerzbank Aktiengesellschaft Kaiserstraße 16 (Kaiserplatz) 60311 Frankfurt am Main Federal Republic of Germany

THE JOINT DEALER MANAGERS

Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Telephone: +44 20 7986 8969 Attention: Liability Management Group Email: liabilitymanagement.europe@citi.com		Commerzbank Aktiengesellschaft Mainzer Landstrasse 153 DLZ-Geb. 2, Händlerhaus 60327 Frankfurt am Main Germany Telephone: +49 (0) 69 136 59920 Attention: Liability Management Group Email: liability.management@commerzbank.com

THE TENDER AGENT

Lucid Issuer Services Limited
Leroy House

436 Essex Road

London N13QP

United Kingdom
Telephone: +44 20 7704 0880
Attention: Thomas Choquet
Email: commerzbank@lucid-is.com

DISCLAIMER: This announcement must be read in conjunction with the Tender Offer Memorandum. No offer or invitation to acquire any securities is being made pursuant to this announcement. The distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Offeror, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.

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Commerzbank Aktiengesellschaft announces results of tender offer for outstanding Notes issued by Commerzbank Holdings (UK) Limited

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