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FINANCIAL INSTITUTIONS CREDIT OPINION 15 August 2016 Update RATINGS Commerzbank AG Domicile Frankfurt am Main, Germany Long Term Debt Baa1 Type Senior Unsecured - Fgn Curr Outlook Stable Long Term Deposit A2 Type LT Bank Deposits - Fgn Curr Outlook Stable Please see the ratings section at the end of this report for more information. The ratings and outlook shown reflect information as of the publication date. Analyst Contacts Michael Rohr 49-69-70730-901 VP-Senior Credit Officer [email protected] Alexander Hendricks, CFA 49-69-70730-779 Associate Managing Director - Banking [email protected] Carola Schuler 49-69-70730-766 Managing Director - Banking [email protected] Commerzbank AG First-half 2016 update Summary Rating Rationale We assign A2/P-1 long- and short-term deposit ratings, Baa1/P-1 long- and short-term debt ratings and Ba1 subordinated debt ratings to Commerzbank AG (Commerzbank). We further assign a baa3 baseline credit assessment (BCA) and Adjusted BCA and an A2(cr)/P-1(cr) Counterparty Risk Assessment. The long-term ratings reflect (1) Commerzbank's baa3 BCA and Adjusted BCA; (2) the results of our Advanced Loss Given Failure (LGF) analysis, which takes into account the severity of loss faced by the different liability classes in resolution and which provides three notches of rating uplift to Commerzbank's deposit ratings and one notch of rating uplift to its senior debt ratings; and (3) a moderate likelihood of Commerzbank receiving government support, resulting in one additional notch of rating uplift. The baa3 BCA reflects the bank's solid capitalisation, the improvement of its asset risk profile that we expect to continue, as well as its sound funding profile. The BCA remains constrained by the bank's low profitability and tail risks relating to exposure concentrations to the shipping and commercial real estate (CRE) sectors. Exhibit 1 Rating Scorecard Commerzbank AG - Key Financial Ratios Source: Moody's Financial Metrics

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Page 1: Commerzbank AG › media › aktionaere › ... · MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS 4 15 August 2016 Commerzbank AG: First-half 2016 update As of 30 June 2016, group

FINANCIAL INSTITUTIONS

CREDIT OPINION15 August 2016

Update

RATINGS

Commerzbank AGDomicile Frankfurt am Main,

Germany

Long Term Debt Baa1

Type Senior Unsecured - FgnCurr

Outlook Stable

Long Term Deposit A2

Type LT Bank Deposits - FgnCurr

Outlook Stable

Please see the ratings section at the end of this reportfor more information. The ratings and outlook shownreflect information as of the publication date.

Analyst Contacts

Michael Rohr 49-69-70730-901VP-Senior [email protected]

Alexander Hendricks,CFA

49-69-70730-779

Associate ManagingDirector - [email protected]

Carola Schuler 49-69-70730-766Managing Director [email protected]

Commerzbank AGFirst-half 2016 update

Summary Rating RationaleWe assign A2/P-1 long- and short-term deposit ratings, Baa1/P-1 long- and short-term debtratings and Ba1 subordinated debt ratings to Commerzbank AG (Commerzbank). We furtherassign a baa3 baseline credit assessment (BCA) and Adjusted BCA and an A2(cr)/P-1(cr)Counterparty Risk Assessment.

The long-term ratings reflect (1) Commerzbank's baa3 BCA and Adjusted BCA; (2) the resultsof our Advanced Loss Given Failure (LGF) analysis, which takes into account the severity ofloss faced by the different liability classes in resolution and which provides three notches ofrating uplift to Commerzbank's deposit ratings and one notch of rating uplift to its seniordebt ratings; and (3) a moderate likelihood of Commerzbank receiving government support,resulting in one additional notch of rating uplift.

The baa3 BCA reflects the bank's solid capitalisation, the improvement of its asset riskprofile that we expect to continue, as well as its sound funding profile. The BCA remainsconstrained by the bank's low profitability and tail risks relating to exposure concentrationsto the shipping and commercial real estate (CRE) sectors.

Exhibit 1

Rating Scorecard Commerzbank AG - Key Financial Ratios

Source: Moody's Financial Metrics

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

This publication does not announce a credit rating action. For any credit ratings referenced in this publication, please see the ratings tab on the issuer/entity page onwww.moodys.com for the most updated credit rating action information and rating history.

2 15 August 2016 Commerzbank AG: First-half 2016 update

Credit Strengths

» Adequate level and quality of capital

» Solid funding and liquidity profile

» Depositors benefit from substantial volume of subordinated debt classes in a bail-in scenario

Credit Challenges

» Mitigate earnings pressure from the current very low interest-rate environment

» Manage high cost base

» Address and mitigate potential earnings and/or capital pressures from recent developments in Poland and the UK

» Further reduce exposure to CRE lending and shipping in an increasingly challenging market environment

Rating Outlook

» The outlook on the bank's A2 long-term deposit ratings and the Baa1 long-term debt ratings is stable, reflecting expectations of amildly improving financial profile and insignifcant changes to its funding structure.

Factors that Could Lead to an Upgrade

» An upgrade of Commerzbank's long-term debt and deposit ratings would be likely in the event of (1) a higher BCA; and/or (2) ahigher rating uplift as a result of our Advanced LGF analysis for the bank's senior unsecured debt ratings.

» Upward pressure on Commerzbank's baa3 BCA could result from (1) a further significant improvement of its asset risk metrics,including a further meaningful reduction of sector concentrations; combined with (2) a sustained pronounced improvement of itsfully-loaded capital ratios and balance sheet leverage; and (3) a persistent strengthening of the bank's recurring earnings power.

» Commerzbank's senior unsecured debt ratings could also be upgraded if the volume of subordinated instruments significantlyincreases relative to the bank's tangible banking assets. This could result in one additional notch of rating uplift resulting fromour Advanced LGF analysis. The same does not apply to Commerzbank's deposit ratings because they already benefit from threenotches of rating uplift, the highest possible.

Factors that Could Lead to a Downgrade

» A downgrade of Commerzbank's long-term debt and deposit ratings could be triggered following (1) a deterioration of the bank'sBCA due to a weakening of its credit fundamentals; (2) fewer notches of rating uplift as a result of our Advanced LGF analysis; and/or (3) a reduction of our government support assumptions.

» Downward pressure on the bank's BCA could result from (1) a weakening of the bank's Strong+ Macro Profile, (2) renewed pressureon its asset quality and capital adequacy metrics; and (3) failure to improve its risk-return profile in the medium term. However,the current rating levels already include a buffer to certain adverse developments, and take into account likely credit as well asearnings pressures from the persistently low interest-rate environment.

» Commerzbank's long-term ratings could further be downgraded should there be a significant decrease in the bank's bail-in-abledebt cushion, leading to a higher loss severity of Commerzbank's deposits and/or senior unsecured debt at failure. This may lead tofewer notches of rating uplift as a result of our Advanced LGF analysis.

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3 15 August 2016 Commerzbank AG: First-half 2016 update

Key Indicators

Exhibit 2

Commerzbank AG (Consolidated Financials) [1]6-162 12-152 12-142 12-133 12-123 Avg.

Total Assets (EUR billion) 436.0 445.8 462.5 478.1 520.0 -4.34

Total Assets (USD billion) 484.4 484.2 559.6 658.8 685.6 -8.34

Tangible Common Equity (EUR billion) 25.9 26.5 22.8 23.6 21.2 5.24

Tangible Common Equity (USD billion) 28.8 28.8 27.6 32.5 27.9 0.84

Problem Loans / Gross Loans (%) 3.0 3.3 5.1 6.3 6.8 4.95

Tangible Common Equity / Risk Weighted Assets (%) 13.1 13.4 10.7 12.4 10.2 12.46

Problem Loans / (Tangible Common Equity + Loan Loss Reserve) (%) 22.1 23.5 41.5 51.7 66.2 41.05

Net Interest Margin (%) 1.2 1.3 1.1 1.2 1.1 1.25

PPI / Average RWA (%) 0.7 1.2 1.1 1.3 1.1 1.06

Net Income / Tangible Assets (%) 0.2 0.3 0.2 0.0 0.0 0.15

Cost / Income Ratio (%) 83.8 73.7 73.8 72.5 74.2 75.65

Market Funds / Tangible Banking Assets (%) 28.3 28.3 32.6 28.3 34.9 30.55

Liquid Banking Assets / Tangible Banking Assets (%) 35.9 40.2 36.9 34.0 30.8 35.55

Gross loans / Due to customers (%) 88.8 85.0 94.2 90.4 106.5 93.05

[1] All figures and ratios are adjusted using Moody's standard adjustments [2] Basel III - fully-loaded or transitional phase-in; IFRS [3] Basel II; IFRS [4] Compound Annual Growth Rate basedon IFRS reporting periods [5] IFRS reporting periods have been used for average calculation [6] Basel III - fully-loaded or transitional phase-in & IFRS reporting periods have been used foraverage calculationSource: Moody's Financial Metrics

Detailed Rating ConsiderationsSignificant progress has been made in de-risking the bank and reaching key wind-down milestonesCommerzbank's baa2 Asset Risk score reflects the improved asset quality following the successful run-down of exposures to highlycyclical industries, in particular CRE and shipping to €18 billion by year-end 2015, equivalent to 60% of the bank's common equity Tier1 (CET1) capital. The score also captures remaining, albeit reduced, risk concentrations in these sectors, as well as additional risks inPoland and the UK.

Following the reduction in its CRE and shipping portfolio from €73 billion in 2012 to €18 billion as of year-end 2015, Commerzbankhas dissolved its non-core asset (NCA) unit and transferred assets with good quality and low volatility into its operating segments orthe group's treasury while remaining problem exposures are now centrally managed within the newly formed Asset&Capital Recovery(ACR) unit. In total, €45 billion of assets previously held in the bank's NCA unit were transferred to operating segments during Q1 2016(€2 billion of CRE into Private Clients and €5 billion of CRE into Mittelstandsbank; €3 billion of ship finance into Mittelstandsbank and€35 billion of public-sector finance assets into treasury).

Whilst the transfer allows for an easier management of more complex problem exposures in one central unit, it reduces transparencyin measuring the total amount of highly-cyclical assets that are no longer separately reported within the operating segments, unlessspecial reporting on these volumes continues to be provided on a regular basis.

As of 30 June 2016, ACR held total gross exposures of €17.3 billion, largely composing more complex and longer-term public financeexposures (€9.1 billion, mainly in the UK), as well as exposures to CRE (€2.8 billion) and ship finance (€5.4 billion). The ACR unit isexpected to accumulate operating losses of €750-850 million during the 2016-2019 period. In H1 2016, ACR reported an operating lossof €256 million, significantly below the €451 million in H1 2015.

At group level, and including ACR exposures, Commerzbank's CRE exposures amounted to approximately €10 billion as of 30 June2016 (down from €54.6 billion as of year-end 2012) whilst shipping exposures amounted to approximately €7 billion (down from €18.5billion as of year-end 2012), together equalling 75% of the bank's fully-loaded CET1 capital. This is in contrast to 345% at year-end2012 and best shows the significant efforts the bank has made to sustainably reduce higher-risk exposures to ensure sufficient risk-bearing capacity. Commerzbank targets to further reduce exposures to CRE and shipping to a single-digit billion amount by year-end2019.

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4 15 August 2016 Commerzbank AG: First-half 2016 update

As of 30 June 2016, group non-performing loans (NPLs) were €6.5 billion, versus more than €19 billion in 2012. The ACR unit displayedan NPL ratio of 10.5% as of end-June 2016. The total group problem loan ratio, according to our definition, was 3.0%, down furtherfrom 3.3% as of year-end 2015.

While the focus of Commerzbank's business activities is in Germany and to some extent Poland (A2 negative), it continues to runsignificant exposures to countries in the European periphery, mainly to Italy (Baa2 stable) (€10.8 billion, excluding non-sovereignexposures, as of 30 June 2015) and Spain (Baa2 stable, €4.9 billion) as well as to Russia (Ba1 negative, €3.5 billion) and China (Aa3negative, €4.6 billion).

In addition, Commerzbank manages €28 billion of exposures in the United Kingdom (Aa1 negative), largely derived from internationallyoperating groups. The bank has very little revenue exposure to UK clients and has fully hedged its foreign currency risks. Following theUK's referendum vote to leave the EU, we therefore expect Commerzbank to be able to manage remaining direct exposures without ameaningful impact on its P&L and/or capital.

Adequate level and quality of capitalWe assign a Capital score of baa1, two notches below the bank's macro-adjusted score, to reflect the fully-loaded leverage ratio ofbelow 5% as well as challenges relating to sustainably building a buffer over and above the stricter Supervisory Review and EvaluationProcess (SREP) requirements set by the European Banking Authority (EBA).

We consider Commerzbank's capital ratios to be adequate in the context of the group's risk profile, despite some tail risks relating toremaining concentration risks in shipping and CRE. On the back of its de-risked financial profile, the challenge for the bank will be todemonstrate a sustained higher earnings generation capacity to support meeting the bank's growing capital requirements (fully-loadedSREP ratio including expected buffer for systemically relevant banks of 11.75% by 2019). As of 30 June 2016, Commerzbank reporteda fully-loaded CET1 ratio of 11.5%, down 0.50% from year-end 2015. The decline was largely a result of higher risk-weighted assetsowing to higher operational risks as well as higher market risk following methodological changes. As of end-June 2016, the bank's fully-loaded leverage ratio was at 4.4%, above the bank's target ratio of around 4.0%.

On 29 July 2016, EBA published the results of its stress test exercise. In the baseline scenario, Commerzbank posted a solid CET 1 ratioof 13.1% as of the end of the scenario's observation period at year-end 2018 (2014 result: 10.6%). However, in the adverse scenario,the bank's CET1 ratio dropped significantly to 7.4% (2014 result: 6.9%). This large decline can be attributed to the assumptions onthe development of the bank's net interest income and higher funding costs, that -among other negative effects- led to net lossesduring the observation period, eating into capital. Whilst we believe that the bank does have mitigating measures in place to avoidsuch a negative outcome, it still shows Commerzbank's -as well as German banks'- high sensitivity to income pressures in an adverseenvironment. This is owing to their generally and historically lower interest margins that more rapidly erode under the EBA's adversescenario compared to other banking systems.

Having addressed legacy challenges, Commerzbank has to continue improving efficiency metrics and address strategicuncertaintiesFollowing the run-down of critical legacy exposures, and taking into account the challenges to the bank's profitability from thelow interest-rate environment, Commerzbank has to increasingly focus on managing its high cost base. However, rising costs fortransforming the bank's IT landscape owing to continued digitalisation efforts as well as tighter regulation and reporting standards willmake it very difficult for the bank to significantly reduce its cost-income ratio.

This clearly shows that Commerzbank will only be able to achieve its profitability targets if it is able to consistently increase revenuesand keep costs well contained. With revenue growth becoming increasingly less likely in the current market environment, the bank willhave to more aggressively lower its cost base to achieve better efficiency metrics (H1 2016 adjusted cost-to-income ratio was 83.8%).A key contribution to the improvements will need to come from the bank's Private Clients segment that is undergoing a strategicoverhaul in light of fierce competition in the German market and persistently low interest rates. This has yet to prove advantageousfor the bank's earnings. In addition, the departure of the bank's former CEO Blessing has left the bank in strategic limbo and it has yetto define its final long-term strategy and business model. We believe the bank to present a new set of targets and clear-cut measureson how to steer the bank through these difficult times, specifically with regards to capital as well as earnings generation capacity, untilyear-end 2016.

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5 15 August 2016 Commerzbank AG: First-half 2016 update

Earnings pressures have already become visible during the first half of 2016, as total revenues declined 12.9% year-over-year, largelydriven by a 10.9% year-over-year decline in net interest income coupled with a 9.5% decline in net fee and commission income.This revenue decline could only be partially offset by a 2.7% year-over-year decline in operating costs. As a result, and despite a€123 million gain recorded from the sale of Commerzbank's stake in Visa Europe Limited (unrated), the group's operating profitdropped 44% year-over-year to €575 million. Despite the visible decline in operating earnings power, profitability in the core bank hascontinued to be the major pillar of the bank's earnings capacity in H1 2016, with the Mittelstandsbank unit contributing €412 millionor 72% of the bank's pre-tax profitability. Other major contributions within the core bank originate from the Private Clients division(€371 million or 65%) and the operations in CEE, largely Poland (€186 million or 33%). The solid performance of the core segmentswas offset by operating losses in ACR as well as Others and Consolidation (Treasury).

Historically, the net income-to-tangible assets ratio stands at 0.16%, resulting in a b1 score for Profitability. This is in-line withthe lower earnings potential that we forecast for 2016 and potentially beyond. However, additional challenges may emerge fromCommerzbank's Polish subsidiary mBank S.A. (Baa2 stable, ba21). This is because mBank could face large losses as a result of a proposedlaw to convert foreign-currency mortgages into the local currency, the zloty (PLN), on favorable terms to borrowers. Whilst the finaldecision on the law has been postponed until 20172, the final burden in combination with a new bank tax introduced in January 2016is likely to significantly reduce mBank's profits and thus weigh on Commerzbank's net profitability metrics. Latest estimates from theOffice of the President anticipate a total cost of the mortgage conversion bill for the Polish banking system of PLN4 billion, or 25% ofthe annualised pre-tax profit of the sector in 20163, significantly below prior estimates ranging from PLN35-103 billion.

Continued solid funding and liquidity profileCommerzbank's funding profile remained virtually unchanged during the first half of 2016. The gross loans-to-deposit ratio was a solid89%, underlining the group's decreased reliance on debt capital markets. Commerzbank therefore only issued €2.8 billion of capitalmarket funding, €600 million of which in the form of covered bonds. As of 30 June 2016, Commerzbank still had €76 billion in debtcapital market funds outstanding, which represents around 14% of its liabilities and includes around €38 billion in covered bonds.Although the bank will continue to rely on market-sensitive wholesale funding for a sizeable portion of its ACR and public-financeactivities, the continued unwinding of these largely matched-funded assets implies diminished refinancing risk over time. We havereflected these considerations in our ba1 Funding Structure score.

During H1 2016, Commerzbank invested larger parts of its cash assets into loans on banks and customers and also grew its alreadylarge trading book, of which we consider only parts as liquid assets. This has reduced the bank's liquid asset ratio to 35.9% as of end-June 2016 from 40.2% at year-end 2015. However, we still see Commerzbank's funding and liquidity profile as balanced, largely drivenby our assessment of liquid assets still exceeding market funds and also taking into account the resulting very low funding needs of thebank in 2016 and beyond. This supports our overall baa2 Combined Liquidity score.

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6 15 August 2016 Commerzbank AG: First-half 2016 update

Notching ConsiderationsLoss Given Failure analysisCommerzbank is subject to the EU Bank Recovery and Resolution Directive, which we consider to be an Operational ResolutionRegime. We therefore apply our Advanced LGF analysis, considering the risks faced by the different debt and deposit classes acrossthe liability structure at failure. We assume residual tangible common equity of 3% and losses post-failure of 8% of tangible bankingassets, a 25% run-off in “junior” wholesale deposits, a 5% run-off in preferred deposits and - following the legislative changes - a 100%probability to certain deposits being preferred to senior unsecured debt, according to our EU Full Deposit Preference waterfall.

For deposits, our LGF analysis indicates an extremely low loss-given-failure, leading to three notches of rating uplift from the bank'sAdjusted BCA, from which the rating is notched.

For senior debt, our LGF analysis indicates a low loss-given-failure, leading to one notch of rating uplift from the bank's Adjusted BCA,from which the rating is notched.

For subordinated debt, our LGF analysis indicates a high loss-given-failure, leading to a one-notch deduction from the bank's AdjustedBCA, from which the rating is notched. The resulting Ba1 rating also applies to the debt instruments issued by Dresdner Funding TrustIV as these display the same risk profile as Commerzbank's senior subordinated debt.

Additional notching for junior subordinated and hybrid instrumentsFor Commerzbank's more junior debt classes, our Advanced LGF analysis indicates a high loss-given-failure, given the limited volumeof debt and limited protection from more subordinated instruments and residual equity. This leads to a one-notch deduction fromthe bank's Adjusted BCA, from which the ratings are notched. We further incorporate additional notching for junior subordinated andhybrid debt instruments reflecting the instrument's individual features.

» The Tier 1 instruments (Dated Silent Partnership Certificates) issued by Dresdner Funding Trust I (ISIN: US26156FAB94 orXS0097772965) are rated Ba2(hyb), two notches below the adjusted BCA, reflecting the fact that the coupon-skip triggers of thecurrent 4% Tier 1 ratio and 8% total capital ratio of these non-cumulative instruments are unlikely to be breached. We expect thatthose instruments will be continuously serviced in the foreseeable future, similar to senior subordinated debt.

» The Tier 1 instruments (”Tier 1 Capital Securities”; ISIN: DE000A0KAAA7) issued by HT1 Funding GmbH, which represent a“repacked silent participation” in Dresdner Bank AG (now Commerzbank AG), are rated Ba2(hyb), two notches below the adjustedBCA. Investors benefit from an indemnity agreement of Allianz to pay coupons on the German GAAP book value of the underlyingsilent participation. The rating reflects (1) a full write-back of the principal in 2013 (for fiscal year 2012) after it was written downin 2008 by 15.75%; and (2) the fact that Commerzbank will likely continue payments, although there is a remote risk of renewednon-performance over the next five years. Despite the principal write-back, Commerzbank did not resume coupon payments in2013 (for 2012), which Allianz made based on the indemnity agreement. As coupon payments are non-cumulative, coupons thatwere not paid during the 2008-11 period (corresponding to the proportion of the principal written-down) are lost and will notbecome subject to payment at a later date.

Government supportWe continue to expect a moderate probability of government support for deposits and senior unsecured debt of Commerzbank, whichwe consider a domestic systemically important financial institution (D-SIFI), resulting in one notch of additional rating uplift. Forsubordinated debt and hybrid instruments, we continue to believe that potential government support is low and these ratings thereforedo not benefit from any government support uplift.

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7 15 August 2016 Commerzbank AG: First-half 2016 update

Rating Methodology and Scorecard Factors

Exhibit 3

Commerzbank AGMacro FactorsWeighted Macro Profile Strong + 100%

Financial ProfileFactor Historic

RatioMacro

AdjustedScore

CreditTrend

Assigned Score Key driver #1 Key driver #2

SolvencyAsset RiskProblem Loans / Gross Loans 4.4% baa1 ← → baa2 Sector concentration Expected trend

CapitalTCE / RWA 13.1% a2 ← → baa1 Nominal leverage Expected trend

ProfitabilityNet Income / Tangible Assets 0.2% b1 ← → b1 Expected trend Return on assets

Combined Solvency Score baa2 baa3LiquidityFunding StructureMarket Funds / Tangible Banking Assets 28.3% baa2 ← → ba1 Expected trend

Liquid ResourcesLiquid Banking Assets / Tangible Banking Assets 40.2% aa3 ← → a2 Asset encumbrance

Combined Liquidity Score a3 baa2Financial Profile baa3

Business Diversification 0Opacity and Complexity 0Corporate Behavior 0

Total Qualitative Adjustments 0Sovereign or Affiliate constraint: AaaScorecard Calculated BCA range baa2-ba1Assigned BCA baa3Affiliate Support notching 0Adjusted BCA baa3

Balance Sheet in-scope (EUR) % in-scope at-failure (EUR) % at-failureOther liabilities 137,795 36.0% 157,727 41.2%Deposits 195,410 51.0% 175,478 45.8%

Preferred deposits 144,603 37.7% 137,373 35.8%Junior Deposits 50,807 13.3% 38,105 9.9%

Senior unsecured bank debt 26,193 6.8% 26,193 6.8%Dated subordinated bank debt 11,017 2.9% 11,017 2.9%Junior subordinated bank debtPreference shares (bank) 1,351 0.4% 1,351 0.4%Senior unsecured holding company debtDated subordinated holding company debtJunior subordinated holding company debtPreference shares (holding company)Equity 11,498 3.0% 11,498 3.0%Total Tangible Banking Assets 383,264 100% 383,264 100%

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8 15 August 2016 Commerzbank AG: First-half 2016 update

De jure waterfall De facto waterfall NotchingDebt classInstrumentvolume +

subordination

Sub-ordination

Instrumentvolume +

subordination

Sub-ordination

De jure De factoLGF

notchingguidance

versusBCA

AssignedLGF

notching

Additionalnotching

PreliminaryRating

Assessment

Counterparty Risk Assessment 23.0% 23.0% 23.0% 23.0% 3 3 3 3 0 a3 (cr)Deposits 23.0% 6.2% 23.0% 13.1% 2 3 3 3 0 a3Senior unsecured bank debt 23.0% 6.2% 13.1% 6.2% 2 1 1 1 0 baa2Dated subordinated bank debt 6.2% 3.4% 6.2% 3.4% -1 -1 -1 -1 0 ba1 (hyb)

Instrument Class Loss GivenFailure notching

Additionalnotching

Preliminary RatingAssessment

GovernmentSupport notching

Local Currency rating ForeignCurrency

ratingCounterparty Risk Assessment 3 0 a3 (cr) 1 A2 (cr) --Deposits 3 0 a3 1 A2 A2Senior unsecured bank debt 1 0 baa2 1 Baa1 Baa1Dated subordinated bank debt -1 0 ba1 (hyb) 0 Ba1 (hyb) Ba1 (hyb)Source: Moody's Financial Metrics

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9 15 August 2016 Commerzbank AG: First-half 2016 update

Ratings

Exhibit 4Category Moody's RatingCOMMERZBANK AG

Outlook StableBank Deposits A2/P-1Baseline Credit Assessment baa3Adjusted Baseline Credit Assessment baa3Counterparty Risk Assessment A2(cr)/P-1(cr)Issuer Rating Baa1Senior Unsecured Baa1Subordinate Ba1Commercial Paper -Dom Curr P-1Other Short Term (P)P-1

COMMERZBANK FINANCE & COVERED BOND S.A.

Outlook StableBaseline Credit Assessment b2Adjusted Baseline Credit Assessment ba2Counterparty Risk Assessment Baa2(cr)/P-2(cr)Issuer Rating -Dom Curr Baa3

MBANK S.A.

Outlook StableBank Deposits Baa2/P-2Baseline Credit Assessment ba2Adjusted Baseline Credit Assessment ba1Counterparty Risk Assessment Baa1(cr)/P-2(cr)

HYPOTHEKENBANK FRANKFURT AG

Senior Unsecured -Dom Curr Baa1Subordinate -Dom Curr Ba1

COMMERZBANK AG, NEW YORK BRANCH

Outlook StableCounterparty Risk Assessment A2(cr)/P-1(cr)Senior Unsecured MTN (P)Baa1Subordinate MTN (P)Ba1Other Short Term (P)P-1

Source: Moody's Investors Service

Endnotes1 The ratings shown are mBank's deposit rating and its outlook as well as its baseline credit assessment (BCA).

2 See: “Polish Banks’ Profitability Will Decline If Currency Spreads Are Reimbursed”, 8 August 2016.

3 Annualised amount is based on the profit for the period January to May 2016.

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10 15 August 2016 Commerzbank AG: First-half 2016 update

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MOODY'S INVESTORS SERVICE FINANCIAL INSTITUTIONS

11 15 August 2016 Commerzbank AG: First-half 2016 update

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