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COMMERZBANK AKTIENGESELLSCHAFT

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General Information<br />

Commerzbank Aktiengesellschaft, Frankfurt am Main, Federal Republic of Germany, assumes<br />

responsibility for the information contained in this Prospectus. The Issuer hereby declares that it has<br />

taken all reasonable care to ensure that the information contained in this Prospectus is, to the best of<br />

its knowledge, in accordance with the facts and contains no omission likely to affect its import.<br />

Offer and Sale<br />

The Issuer will permanently issue Notes during the term of this Prospectus under the Programme. The<br />

conditions and timetable of such issues shall be subject to the Final Terms, as applicable from time to<br />

time. Since the Final Terms and characteristics of the Notes as well as the terms of the offer may only<br />

be determined when the Notes are issued, this description and the Terms and Conditions set out<br />

below should be read in conjunction with the relevant Final Terms.<br />

In case of an increase of Notes having been offered or listed for the first time on the basis of the base<br />

prospectus dated July 26, 2007 or the base prospectus dated August 1, 2008 (each a "Former<br />

Prospectus") the Programme Terms and Conditions and the Form of Final Terms set forth in this<br />

Prospectus will be replaced by the respective Terms and Conditions and the Form of Final Terms set<br />

forth in the Former Prospectus. To this purpose the Terms and Conditions and the Form of Final Terms<br />

from the Former Prospectus are incorporated by reference into, and form part of this, Prospectus.<br />

Notification<br />

The Issuer has requested the BaFin to provide the competent authority in Luxembourg (Commission<br />

de Surveillance du Secteur Financier – CSSF) with a certificate of approval attesting that the<br />

Prospectus has been drawn up in accordance with the Wertpapierprospektgesetz which transforms<br />

Directive 2003/71/EC (the "Prospectus Directive") into German law (the "Notification") and a copy<br />

of the Prospectus. The Issuer may request the BaFin to provide competent authorities in additional<br />

host Member States within the European Economic Area with a Notification and with a copy of the<br />

Prospectus.<br />

Availability of Documents<br />

This Prospectus and supplements thereto (if any) is available for viewing in electronic form at the<br />

website of Commerzbank Aktiengesellschaft (www.commerzbank.de) and copies may be obtained<br />

from Commerzbank Aktiengesellschaft, Kaiserplatz, D-60261 Frankfurt am Main.<br />

Furthermore, for the period of twelve months following the date of this Prospectus copies of the<br />

Articles of Association of the Issuer, the financial statements and management report of Commerzbank<br />

Aktiengesellschaft for the financial year ended December 31, 2008, the Annual Reports of the<br />

Commerzbank Group for the financial years ended December 31, 2007 and 2008 and the Interim<br />

Report of the Commerzbank Group as of June 30, 2009 (reviewed) are available for inspection at the<br />

specified office of the Issuer and for viewing in electronic form at the website www.commerzbank.com.<br />

Authorisations<br />

The establishment of the Programme has been duly authorised by resolution of the Board of<br />

Managing Directors on April 11, 2006. For the issue of any Series of Notes under the Programme no<br />

separate resolution of the Board of Managing Directors of the Issuer is necessary.<br />

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