Commentary & Deal Flow

Book update: Books above 3bn

IPTs: PerpNC7: 6.625%a

• Issuer: Commerzbank Aktiengesellschaft
• Issuer LEI: 851WYGNLUQLFZBSYGB56
• Issuer Credit Ratings: A2 (Stable) by Moody's / A (Stable) by S&P
• Expected Issue Ratings: Ba1 (Moody's) / BB (S&P)
• Instrument: Undated Non-Cumulative Fixed to Reset Additional Tier 1 Notes (the "Notes"), which are intended to constitute Additional Tier 1 Instruments of the Bank.
• Format: Reg S only, Bearer
• Size: max €750m
• Ranking: Additional Tier 1
• Global Coordinator: Commerzbank
• Joint Lead Managers: Commerzbank (B&D), ING, Santander and UBS Investment Bank
• ISIN: DE000CZ45WE9
• Settlement Date: 10-Sep-26 (T+5)
• First Call Date: 9-Oct-33
• Reset Date: 9-Apr-34 (and any 5th anniversary of the immediately preceding Reset Date)
• Maturity: Perpetual, with no scheduled maturity date
• Interest Payment Dates: 9 April in each year commencing on 9-Apr-27 (short first coupon)
• Optional Redemption Date: (i) each Business Day during the period from (and including) 9-Oct-33 to (but excluding) the First Reset Date; (ii) the First Reset Date and (iii) each Interest Payment Date following the First Reset Date
• Coupon: [●]% annual, fixed until First Reset Date (9-Apr-34). If not called, coupon refixes every 5-year at 5-year MS+[●]bps. Subject to a cancellation of interest payments.
• Optional Redemption at the option of the Issuer: The Issuer may redeem the Notes in whole, but not in part, at any time, with the prior permission of the Competent Authority, with effect as of any Optional Redemption Date.
• Optional Redemption for Regulatory Reasons, Reasons of Taxation, or as Clean-up Call: In addition, the Issuer may redeem the Notes in whole, but not in part, at any time, with the prior permission of the Competent Authority for Regulatory Reasons, for Reasons of Taxation or for a Minimal Outstanding Aggregate Principal Amount, all as more fully set out in § 5 of the Terms and Conditions of the Notes (Clean up threshold 75%).
• Trigger Event: Occurs if, at any time, the CET1 ratio on either (i) a consolidated basis or (ii) an individual basis (if applicable in the future), falls below 5.125%, all as more fully set out in § 5 (9)(a) of the Terms and Conditions of the Notes.
• Write-down: Upon the occurrence of a Trigger Event, a write-down shall be effected pro rata with all of the Issuer's other AT1 Instruments which provide for a write-down (whether permanent or temporary) or a conversion into common equity tier 1 capital instruments upon the occurrence of such Trigger Event, all as more fully set out in § 5(9)(b) of the Terms and Conditions of the Notes.
• Write-up: After a write-down has been effected, the Current Nominal Amount of each Note, unless previously redeemed or repurchased and cancelled, may be written up, all as more fully set out in § 5(9)(c) of the Terms and Conditions of the Notes.
• Status and Subordination of the Notes: Direct, unsecured and subordinated, ranking pari passu among themselves and, subject to applicable laws from time to time, pari passu with all other equally subordinated obligations of the Issuer. For further information with respect to the status of the Notes please see § 2 of the Terms and Conditions of the Notes.
• Business Days: Any day (other than a Saturday or a Sunday) on which the Clearing System settles payments in EUR as well as all relevant parts of the real-time gross settlement system operated by the Eurosystem or any successor system (T2) are open to effect payments.
• Clearing System: Clearstream Europe AG
• Denominations: €200,000 + €200,000
• Governing Law: German
• Listing: Luxembourg Stock Exchange, Regulated Market
• Selling Restrictions: Prohibition of Sales to retail investors. Further selling restrictions apply, in particular: US (TEFRA D, Reg. S only). Prospective investors are referred to the selling restrictions contained in the section headed "Subscription and Sale of the Notes" commencing on page 135 of the Securities Note dated 22-May-26.
• Target Market: Manufacturer target market (MiFID II/UK MiFIR product governance) is eligible counterparties and professional clients only (all distribution channels). Negative target market: retail clients. No key information document (KID) has been prepared as not available to retail in EEA and/or no UK CCI disclosure document required by the FCA Product Disclosure Sourcebook (DISC) has been prepared as not available to retail in UK / FCA CoCo restriction.
• Schedule: Books open, today's business
• Documentation: Commerzbank Aktiengesellschaft €5,000,000,000 Additional Tier 1 Notes Programme consisting of the Securities Note dated 22-May-26 and the Registration Document dated 22-May-26 and as supplemented by the supplement to the Registration Document dated 21-Aug-26. Available at: https://investor-relations.commerzbank.com/debt-holders-information/at1-programme
• Advertisement & Links: This communication is an advertisement for the purposes of Regulation (EU) 2017/1129 and underlying legislation. It is not a prospectus. The Registration Document and the Securities Note are, and the Final Terms, when published, will be, available at: https://investor-relations.commerzbank.com/debt-holders-information/at1-programme