COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main Federal Republic of Germany

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1 Fifth Supplement dated 16 May 2017 to the Registration Document dated 26 October 2016 COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main Federal Republic of Germany Fifth Supplement to the Registration Document 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 fifth supplement (the "Fifth Supplement") to the Registration Document dated 26 October 2016 (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 Fifth Supplement. This Fifth Supplement is supplemental to, and should be read in conjunction with, the Registration Document and the supplements thereto dated 10 November 2016, 30 January 2017, 15 February 2017 and 20 April 2017 (the "Supplements"). This Fifth Supplement is available for viewing in electronic form together with the Registration Document and the Supplements thereto at the website of COMMERZBANK Aktiengesellschaft ( - see "Investor Relations", "Debt Holder Information", "Issuance Programmes", "Registration Document" - and copies may be obtained from COMMERZBANK Aktiengesellschaft, Kaiserstraße 16 (Kaiserplatz), D Frankfurt am Main. Investors, who have already agreed to purchase or subscribe for the securities before this Fifth Supplement is published, have the right, exercisable within two working days after the publication of this Fifth 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 New Issues& SSD Services, Kaiserstraße 16 (Kaiserplatz), Frankfurt am Main, Federal Republic of Germany. The withdrawal, which must be made in text form, does not need to contain any reasoning; timely dispatch of the withdrawal is sufficient to comply with the deadline specified herein.

2 On 3 May 2017, Dr Tobias Guldimann was elected as member of the Supervisory Board by COMMERZBANK's Annual General Meeting and on 9 May 2017, the Interim Report of the COMMERZBANK Group as at 31 March 2017 was published. The following amendments to the Registration Document shall therefore be made: 1 In section "E. DESCRIPTION OF COMMERZBANK AKTIENGESELLSCHAFT", sub-section "Board of Managing Directors and Supervisory Board, the paragraph Supervisory Board" on pages 53 to 58 shall be deleted and replaced by the following: "Supervisory Board In accordance with the Bank s Articles of Association, the Supervisory Board comprises twenty members. The following overview shows the members of the Bank s Supervisory Board together with, if applicable, their other administrative, management and supervisory board mandates and mandates on similar supervisory bodies or their partnership stakes in enterprises and companies outside the COMMERZBANK Group during the last five years: Name Klaus-Peter Müller... Chairman of the Supervisory Board of COMMERZBANK Uwe Tschäge...Employee of COMMERZBANK and Chairman of the Central Works Council of COMMERZBANK Deputy Chairman of the Supervisory Board Hans-Hermann Altenschmidt...Employee of COMMERZBANK Heike Anscheit...Employee of COMMERZBANK Gunnar de Buhr...Employee of COMMERZBANK 2 Fresenius SE & Co. KGaA Fresenius Management SE Parker Hannifin Corporation, Cleveland BVV Pensionsfonds des Bankgewerbes AG BVV Versicherungsverein des Bankgewerbes a.g. BVV Versorgungskasse des Bankgewerbes e.v. Stefan Burghardt...Branch manager of COMMERZBANK s Mittelstand Bremen Sabine U. Dietrich...Former member of the Board of Managing Direcrectors of BP Europe SE Karl-Heinz Flöther...Independent management consultant Deutsche Börse AG Dr. Tobias Guldimann...Independent advisor in the financial sector of Edmond de Rothschild Holding

3 Name Stefan Jennes...Employee of COMMERZBANK S.A., Chambésy of Edmond de Rothschild (Suisse) S.A., Geneva of Edmond de Rothschild (Monaco) S.A., Monaco Dr. Markus Kerber...Former Chief Executive Officer of the Federal Association of German Industry (Bundesverband der Deutschen Industrie) Alexandra Krieger...Head of Business Administration/Corporate Strategies Industrial Union Mining, Chemicals and Energy (Industriegewerkschaft Bergbau, Chemie, Energie) KfW-Bankengruppe Non-Executive Director of Computershare Limited, Melbourne AbbVie Komplementär GmbH Deputy Chairman of the Supervisory Board of Evonik Resource Efficiency GmbH Oliver Leiberich...Employee of COMMERZBANK Dr. Stefan Lippe...Former President of the Company Management of Swiss Re AG Beate Mensch...Trade Union Secretary ver.di Region of the Federal State Hessen (Vereinte Dienstleistungsgewerkschaft (ver.di)) Organisational development Anja Mikus...Managing Director, Chief Investment Officer of Arabesque (Deutschland) GmbH Dr. Helmut Perlet...Former Chairman of the Supervisory Board of Allianz SE 3 Member of the Board of Administration of AXA S.A., Paris Member of the Board of Administration of Celsius Pro AG, Zurich Deputy Chairman of the Board of Administration of Acqupart Holding AG, Zug Chairman of the Board of Administration of Yes Europe AG, Lachen Münchener Rückversicherungs- Gesellschaft Aktiengesellschaft in München Mark Roach...Trade Union Secretary of the ver.di Trade Union National Administration (Vereinte Dienstleistungsgewerkschaft (ver.di)) Nicholas R. Teller Dr. Gertrude Tumpel-Gugerell Chairman of the Advisory Board of E.R. Capital Holding GmbH & Cie. KG Former member of the Executive Board of the European Central Bank GEA Group AG Österreichische Bundesbahnen Holding AG, Vienna Finanzmarktbeteiligung Aktiengesellschaft des Bundes, Vienna

4 Name Vienna Insurance Group, Vienna OMV AG, Vienna The Members of the Supervisory Board may be reached at the Bank s business address: Kaiserstraße 16 (Kaiserplatz), Frankfurt am Main, Germany." 2. In section "E. DESCRIPTION OF COMMERZBANK AKTIENGESELLSCHAFT" the following sub-section shall be added after sub-section "Historical Financial Information" on page 58: "Interim Financial Information The COMMERZBANK Group s condensed interim financial statements as at 31 March 2017 (reviewed) are incorporated by reference into, and form part of, this Registration Document (see "Incorporation by Reference")." 3. In section "E. DESCRIPTION OF COMMERZBANK AKTIENGESELLSCHAFT" sub-section "Significant Change in the Financial Position" on page 59 shall be deleted and replaced by the following: "Significant Change in the Financial Position There has been no significant change in the financial position of the COMMERZBANK Group since 31 March 2017." 4. In section "E. DESCRIPTION OF COMMERZBANK AKTIENGESELLSCHAFT" sub-section "Auditors" on page 59 shall be deleted and replaced by the following: "Auditors COMMERZBANK s auditors are PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft (formerly: PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft) ("PwC"), Friedrich-Ebert-Anlage 35-37, Frankfurt am Main, Germany. PwC audited the consolidated financial statements for the 2015 and 2016 financial years, which were prepared in accordance with the International Financial Reporting 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 2016 financial year, which were prepared in accordance with German generally accepted accounting principles, and issued an unqualified auditors report in each case. COMMERZBANK's condensed IFRS consolidated interim financial statements as of 31 March 2017 have been subject to a review by PwC and provided with a review report. PwC is a member of the German Wirtschaftsprüferkammer (Chamber of Public Accountants)." 5. In section "F. DOCUMENTS ON DISPLAY" on page 69 the following bullet point shall be added: " the Interim Report of the COMMERZBANK Group as at 31 March 2017." 4

5 6. The following shall be added to section "G. INCORPORATION BY REFERENCE" on page 70: " COMMERZBANK Group Interim Report as at 31 March 2017 (English version) Interim financial statements " Statement of comprehensive income p. 32 p. 35 Balance sheet p. 36 p. 37 Statement of changes in equity p. 38 p. 40 Cash flow statement (condensed version) p. 41 Selected notes p. 42 p. 85 Review report p. 88 Frankfurt am Main, 16 May 2017 COMMERZBANK Aktiengesellschaft by: Dr. Haun by: Gerhardt 5