(CZB) Commerzbank AG

Not for distribution from, within, in or into the United States of America, its territories and possessions  (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the Northern Mariana Islands) or any other jurisdiction into which such distribution may not be lawful, OR TO "U.S. PERSONS", AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED.

THIS NOTICE IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A SOLICITATION OF OFFERS TO SELL SECURITIES

December 5, 2011

Commerzbank Aktiengesellschaft

announces an offer to purchase for cash outstanding Trust Preferred Securities

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 that it invites (i) holders of €1,000,000,000 Noncumulative Trust Preferred Securities issued by Commerzbank Capital Funding Trust I; (ii) holders of £800,000,000 Noncumulative Trust Preferred Securities issued by Commerzbank Capital Funding Trust II; (iii) holders of €300,000,000 Noncumulative Trust Preferred Securities issued by Commerzbank Capital Funding Trust III; (iv) holders of €600,000,000 Noncumulative Trust Preferred Securities issued by Eurohypo Capital Funding Trust I; and (v) holders of €300,000,000 Noncumulative Trust Preferred Securities issued by Eurohypo Capital Funding Trust II (the trust preferred securities together, the "TPS"; the holders together, the "Holders"), to submit tenders to the Offeror to purchase TPS for cash (the "Tender Offers"). The Tender Offers are made on the terms and subject to the conditions contained in the offer to purchase dated December 5, 2011 (the "Tender Offer Memorandum"). The Tender Offers are part of the Offeror's capital management and are expected to strengthen its regulatory capital base in light of future regulatory requirements.

*      Means the TPS currently outstanding and not held within the Commerzbank Group.

**    No accrued interest will be payable.

The Tender Offers will expire at 5pm, Frankfurt time, on December 13, 2011.

Consummation of the Tender Offers is conditional upon the occurrence of the conditions under "The Tender Offers-Conditions to the Tender Offers" in the Tender Offer Memorandum. Subject to applicable law, the Offeror reserves the right, in its sole discretion, to waive any or all conditions to any or all of the Tender Offers.

In order to participate in the Tender Offers, Holders must validly tender TPS in the minimum liquidation preference amounts for the respective TPS (as shown in the table above) in accordance with the procedures under "Procedures for Tendering TPS" in the Tender Offer Memorandum. TPS may only be tendered by Holders who are either a direct participant acting as beneficial owner or a beneficial owner of TPS holding such TPS, directly or indirectly, in accounts in the name of a direct participant acting on the beneficial owner's behalf and are not addressed by the offer and distribution restrictions set out in the Tender Offer Memorandum and below (the "Qualifying Holders").

The Tender Offers are being made solely by the Offeror. The Offeror currently intends to accept tenders up to an aggregate amount in cash to be spent on tendered TPS equivalent to €600,000,000 (the "Total Funds Available"), whereby the aggregate amount in cash to be spent in £ on the Commerzbank II TPS tendered will be converted into € at the foreign exchange rate which will be determined by the Offeror, based on prevailing market conditions, on or about the Announcement Date (as defined herein) and announced on the Announcement Date (the "£/€-Rate"). The Total Funds Available are subject to the Offeror's right to decrease such amount in its sole discretion. In the event that the total amount in cash required to be paid for all TPS, tenders of which the Offeror has not rejected (the "Maximum Funds Required"), whereby the amount in cash required to be paid in £ for all Commerzbank II TPS, tenders of which the Offeror has not rejected, will be converted into € at the £/€-Rate, exceeds the Total Funds Available, the Offeror will apply a pro-ration factor to such TPS, by order of priority (as shown in the table above), until the Total Funds Available are reached. In case pro-ration is applied, the Offeror will reject certain tenders of TPS. For details, please see "The Tender Offers" in the Tender Offer Memorandum.

Prior to acceptance for purchase by the Offeror of TPS in the Tender Offers, tenders of TPS may be rejected in whole or in part in the sole discretion of the Offeror for any reason. In particular, in case pro-ration is applied, the Offeror will reject certain tenders of TPS as follows: (i) To the extent that, following the application of a pro-ration factor, the liquidation preference amount of any tendered TPS represented by an individual electronic instruction, is below the minimum liquidation preference amount, the offer to tender such TPS will be rejected; (ii) following the application a pro-ration factor, the Offeror will, furthermore, reject offers to tender TPS, which would otherwise be accepted in full, insofar as they exceed the Total Funds Available. The Offeror is under no obligation to Qualifying Holders to furnish any reason or justification for rejecting a tender of TPS.

The acceptance of any tenders by the Offeror pursuant to the terms of the Tender Offers is subject to the satisfaction or waiver, in the sole discretion of the Offeror, of the conditions set forth in the Tender Offer Memorandum. Subject to applicable law, the Offeror reserves the right, in its sole and absolute discretion, not to accept any offers to tender TPS. In addition, the Offeror reserves the right to modify in any manner any of the terms and conditions of any or all of the Tender Offers (including, but not limited to, modifying the TPS Purchase Prices with respect to the Tender Offers). For details, please see "The Tender Offers" in the Tender Offer Memorandum.

Qualifying Holders whose tenders are accepted must deliver good and marketable title to their tendered TPS, free and clear of all liens, charges, claims, encumbrances, interests, rights of third parties and restrictions of any kind, to the Offeror in accordance with the "Procedures for Tendering TPS" in the Tender Offer Memorandum on the Settlement Date. In return, payment for these TPS will be made by the Offeror to these Qualifying Holders. No further amounts will be payable by the Offeror or any other party in respect of the Tender Offers.

This is an indicative timetable showing the possible timing of the Tender Offers based on the dates printed in the Tender Offer Memorandum:

The above times and dates are subject to the rights of the Offeror, to extend, re-open, amend and/or terminate any or all of the Tender Offers (subject to applicable law, and as provided in the Tender Offer Memorandum). If the Offeror terminates one or more of the Tender Offers for any reason, the Offeror may consummate the other Tender Offers that it has not terminated, subject to the satisfaction or waiver, in the sole discretion of the Offeror, of the conditions to such Tender Offers.

Qualifying Holders are advised to check with any bank, securities broker or other intermediary through which they hold TPS to confirm whether such intermediary would require to receive instructions to participate in, or revoke their instruction to participate in (in the limited circumstances in which revocation is permitted), the Tender Offers before the deadlines specified above. The deadlines set by each Clearing System for the submission and withdrawal of TPS in favor of the Tender Offers will be earlier than the relevant deadlines above.

Qualifying Holders should carefully read and consider all of the information in the Tender Offer Memorandum and, in particular, the information contained under "Risk Factors" in the Tender Offer Memorandum before tendering any TPS.

Requests for information in relation to the Tender Offers should be directed to:

THE JOINT DEALER MANAGER AND STRUCTURING DEALER MANAGER

THE JOINT DEALER MANAGERS

Requests for information in relation to the procedures for tendering TPS and participating in the Tender Offers and the submission of an Electronic Instruction should be directed to the Tender Agent:

THE TENDER AGENT

Lucid Issuer Services Limited
Leroy House

436 Essex Road

London N13QP

United Kingdom
Telephone: +44 20 7704 0880
Attention: Yves Theis / Paul Kamminga
Email: commerzbank@lucid-is.com

OFFER AND DISTRIBUTION RESTRICTIONS

United States

The Tender Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. Accordingly, copies of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender of TPS in the Tender Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of TPS made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.

Each Holder participating in the Tender Offers will represent that it is not located in the United States, is not a "U.S. person", as defined in Regulation S under the U.S. Securities Act of 1933, as amended, and is not participating in the Tender Offers from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Tender Offers from the United States. For the purposes of this and the above paragraph, "United States" means United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.

Belgium

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offers have been submitted to or will be submitted for approval or recognition to the Belgian Financial Services and Markets Authority and, accordingly, the Tender Offers may not be made in Belgium by way of a public offering, as defined in Article 3 of the Belgian Law of 1 April 2007 on public takeover bids (the "Belgian Takeover Law") and as defined in Article 3 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets (the "Belgian Prospectus Law") (each of the Belgian Takeover Law and the Belgian Prospectus Law as amended or replaced from time to time, including by any amending Royal Decree). Accordingly, the Tender Offers may not be advertised and the Tender Offers will not be extended, and neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offers (including any memorandum, information circular, brochure or any similar documents) has been or shall be distributed or made available, directly or indirectly, to any person in Belgium other than "qualified investors" as referred to in Article 10 of the Belgian Prospectus Law (as amended from time to time) or registered as such in accordance with the Royal Decree of 26 September 2006 on the extension of the concept of qualified investors and on the concept of institutional investors or professional investors (the "Belgian Royal Decree") acting on their own account. Insofar as Belgium is concerned, the Tender Offer Memorandum has been issued only for the personal use of the above qualified investors and exclusively for the purpose of the Tender Offers. Accordingly, the information contained in the Tender Offer Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.

France

The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither the Tender Offer Memorandum nor any other document or material relating to the Tender Offers has been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) other than individuals, in each case acting on their own account and all as defined in, or pursuant to, Article L.411-2 of the French Code monétaire et financier, and/or (iii) persons to whom it is lawful to make such an offer in accordance with articles L. 341-1 et seq. of the French Code monétaire et financier are eligible to participate in the Tender Offers.

Italy

Neither the Tender Offer Memorandum nor any other documents or materials relating to the Tender Offers have been submitted to or will be submitted for approval or recognition to the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in Italy. The communication of such documents and/or materials is only being made (i) to persons falling within the definition of qualified investors (investitori qualificati) pursuant to Article 34-r ter(b), paragraph 1, letter (b), of CONSOB Regulation no. 11971 of 14 May 1999 (as from time to time amended or supplemented) (the "Consob Regulation") acting on their own account; (ii) to single ultimate beneficial owners of TPS whose aggregate liquidation preference amount of TPS to be tendered in the Tender Offers is not less than €50,000, or the equivalent of €50,000, pursuant to Article 35-bis, paragraph 4, letter (b) of the Consob Regulation; or (iii) any other persons to whom Tender Offers may otherwise lawfully be made under applicable Italian laws and regulations, in particular, based on express exemption from compliance with the restrictions pursuant to the Financial Services Act or the Consob Regulation.

United Kingdom

The communication of the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers is not being made and such documents and/or materials have not been approved by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom who are within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order.

The Tender Offer Memorandum and any related documents do not constitute an offer to buy or the solicitation of an offer to sell TPS in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offers to be made by a licensed broker or dealer, and any of the Joint Dealer Managers or any of their respective affiliates is such a licensed broker or dealer in such jurisdictions, the Tender Offers shall be deemed to be made by such Joint Dealer Manager or such affiliate (as the case may be) on behalf of the Offeror in such jurisdictions.

General

In addition to the representations referred to above in respect of the United States, Belgium, France, Italy and the United Kingdom each Holder participating in the Tender Offers will also be deemed to give certain representations generally as set out in "Procedures for Tendering TPS". Any tender of TPS for purchase pursuant to the Tender Offers from a Holder that is unable to make these representations will not be accepted. Each of the Offeror, the Joint Dealer Managers and the Tender Agent reserve the right, in their absolute discretion, to investigate, in relation to any tender of TPS for purchase pursuant to the Tender Offers, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.

This announcement has been issued through the Companies Announcement Service of

the Irish Stock Exchange.