FINAL TERMS. relating to

Transcription

1 FINAL TERMS relaing o COMMERZBANK AKTIENGESELLSCHAFT 50,000,000 Unlimied Cerificaes linked o he Performance of he BEAR ABB X3 C index relaing o he ABB Ld share o be offered under he Scandinavian Noes/Cerificaes Programme of COMMERZBANK AKTIENGESELLSCHAFT Dae of he Final Terms: 19 April 2010 Series No.: SC62 Tranche No.: 1 of ha Series

2 This documen consiues he Final Terms relaing o he issue of Cerificaes under he Scandinavian Noes/Cerificaes Programme of Commerzbank Akiengesellschaf (he "Programme") and shall be read in conjuncion wih he Base Prospecus daed 8 June 2009, as supplemened from ime o ime. Full informaion on he Issuer and he offer of he Cerificaes is only available on he basis of he combinaion of hese Final Terms, he Base Prospecus and supplemens hereo, if any. The Final Terms, he Base Prospecus and supplemens, if any, are available free of charge a he head office of he Issuer, Kaisersraße 16 (Kaiserplaz), Frankfur am Main, Federal Republic of Germany and a he following websie of Commerzbank Akiengesellschaf: I. Terms and Condiions: The Programme Terms and Condiions daed 8 June 2009 (he "Programme Terms and Condiions") shall be amended by incorporaing he erms of he Final Terms, and by deleing all provisions no applicable o he respecive Tranche of he respecive Series (he "Consolidaed Terms") in he form aached hereo as Annex 1. The Consolidaed Terms shall replace he Programme Terms and Condiions in heir enirey. If and o he exen he Consolidaed Terms deviae from he Programme Terms and Condiions, he Consolidaed Terms shall prevail. II. Oher Condiions Issue Dae 22 April 2010 Issue Price SEK Offer Period No Applicable Minimum subscripion amoun No Applicable Maximum subscripion amoun No Applicable German Securiies Idenificaion No. CZ32SQ Local Code BEAR ABB X3 C ISIN DE000CZ32SQ9 Lising Nordic Derivaives Exchange Sabilising Agen None Marke Making Commerzbank Akiengesellschaf will under normal marke condiions provide on a daily basis bid and ask prices and sizes. The prices and sizes will be deermined a he sole discreion of he Issuer and may no reflec he marke value of he Cerificaes. Targeed invesor caegory Swedish reail invesors Righ o cancel The Issuer reserves he righ o cancel he offer prior o he Issue Dae. Addiional Selling Resricions No Applicable Addiional Risk Facors Produc-specific risks No person should purchase he Unlimied Cerificaes (he Cerificaes ) linked o he Performance of he BEAR ABB X3 C index relaing o he ABB Ld share (he Underlying or he Index ) unless ha person undersands he mechanics of he Cerificaes and he exen of ha person's exposure o poenial loss. Each prospecive purchaser of Cerificaes should consider carefully wheher he Cerificaes are suiable for i in he ligh 2

3 of such purchaser's circumsances and financial posiion. In his conex, invesors should consider he risks of an invesmen in he Cerificaes (risks relaing o he Issuer, risks relaing o he Underlying as well as risks relaing o he ype of Cerificaes). Prospecive invesors are advised ha in considering wheher or no o purchase he Cerificaes, among oher hings he following should be aken ino accoun: The Cerificaes are no capial-proeced and invesors mus be prepared o susain a loss of heir enire invesmen in he Cerificaes. The maximum loss in relaion o he Cerificaes consiss in a oal loss of he invesed amoun (including ransacion coss). The Cerificaes do no bear any ineres. Furhermore, holders of he Cerificaes should noe ha hey do no receive any dividends or oher disribuions payable o he holders of he shares underlying he Index. A poenial profi from an invesmen in he Cerificaes can herefore only be made in he case ha he Cerificaes are redeemed a a Redempion Amoun which is above he price paid for he purchase of he Cerificaes. The marke value of he Cerificaes can be volaile. I will be affeced by a number of facors independen of he crediworhiness of he Issuer and he value of he Underlying, including, bu no limied o, he volailiy of he Underlying, marke ineres and yield raes and he ime remaining o any Redempion Dae. In addiion, he value of he Underlying depends on a number of inerrelaed facors, including economic, financial and poliical evens as well as facors affecing capial markes generally. The price a which a Cerificaeholder will be able o sell Cerificaes may be a a discoun which could be subsanial from price paid for he purchase of he Cerificaes. The hisorical prices of he Underlying should no be aken as an indicaion of he Underlying s fuure performance during he lifeime of he Cerificaes. Under cerain limied circumsances as se forh in hese Final Terms, he Cerificaes may be erminaed by he Issuer, which may adversely affec he economics of he Cerificaes for he invesor. There can be no assurance as o how he Cerificaes will rade in he secondary marke or wheher such marke will be liquid or illiquid. Applicaion has been made o lis he Cerificaes on he Nordic Derivaives Exchange. No assurance can be given ha here will be a marke for he Cerificaes. The invesmen in he Cerificaes does no resul in any righ o receive informaion on he share underlying he Index, o exercise voing righs or o receive disribuions on he share underlying he Index. Special risks relaing o Unlimied Cerificaes linked o he Performance of he BEAR ABB X3 C index relaing o he ABB Ld share General The Unlimied Cerificaes linked o he Performance of he BEAR ABB X3 C index relaing o he ABB Ld share will gran he invesor he righ o reques paymen, a specific Redempion Daes, from he Issuer of a Redempion Amoun corresponding o he Reference Price of he Index expressed in SEK on he Valuaion Dae. The Valuaion Dae in ha conex will always be he enh Index Calculaion Day prior o he Redempion Dae seleced by he Cerificaeholder. An Index Calculaion Day will be a day on which he Index Calculaion Agen normally calculaes and publishes he Index in accordance wih he Index Descripion. The Index will be calculaed and published by Commerzbank in is capaciy as Index Calculaion Agen. The Index is a sraegy index ha is composed of a leverage and an ineres componen and relae o a specific share in each case. The leverage componen will, in percenage erms, correspond inversely o hree imes he daily movemens of he relevan share. I is a feaure of he Cerificaes ha no auomaic paymen of he Redempion Amoun represened by he Cerificaes is scheduled a any ime during he erm of he Cerificaes. Paymen of he Redempion Amoun will generally be coningen upon prior redempion of he relevan Cerificae upon he reques of he Cerificaeholder in accordance wih he Terms and 3

4 Condiions. In addiion, invesors should pay paricular aenion o he following poins: Loss risks A change in he price of one or several index componens may resul in a significan reducion of he Redempion Amoun of he Cerificaes below he iniial purchase price in line wih he performance of he Index and, hus, a significan loss for he Cerificaeholder in relaion o he purchase price paid for he Cerificaes. Invesors should pay paricular aenion o he fac ha he daily changes in relaion o he share underlying he Index and he value of he Index and, hus, he value of he Cerificae correlae negaively; his means ha, he more he price of he share underlying he Index increases on a rading day, he lower he Index Level will be on ha rading day and vice versa, wih he daily changes in relaion o he Index being inensified in boh direcions as a resul of he riple leverage. In he case of an unfavourable performance of he Index, here is a risk ha some or all of he invesed capial may be los. In addiion, he coss associaed wih he purchase or sale of he Cerificaes mus be aken ino accoun when considering he economic aspecs of an invesmen. Risks resuling from he way he BEAR ABB X3 C index relaing o he ABB Ld share works The Index is composed of a so-called leverage componen and an ineres componen. Leverage componen: When calculaing he Index, he leverage componen reflecs sale (shor posiion) of he share ha underlies he Index wih a riple leverage effec on he leverage componen. A price loss in relaion o he relevan share as compared o is closing price on he preceding day will lead o a riple increase in he leverage componen in percenage erms and vice versa. If he price loss as compared o he previous day is 10%, he value of he leverage componen will increase by 30%; if he share s price as compared o he previous day increases by 10%, he value of he leverage componen will fall by 30%. However, invesors should noe ha he calculaion of he Index will be influenced by he daily price performance of he share underlying he Index during he enire erm of he Cerificaes commencing from heir issuance; he daily price performance in percenage erms will in each case be deermined by reference o he closing price on he preceding day. A comparison of he share price a he ime of issue and he share price on he Valuaion Dae is of no relevance. The following phenomena may occur in ha regard: If he price of he share ha underlies he Index consisenly increases from, for insance, SEK 100 over 10 days by SEK 1 o SEK 110, he price gain in relaion o he share will be 10%, while he value of he leverage componen will no have fallen by 30%, bu insead by only 25.29%. If he price of he share consisenly decreases by SEK 1 o SEK 90, he value of he leverage componen will no have increased by 30%, bu insead by 36.28%. If he price of a share moves in differen direcions following issuance of he Cerificaes (i.e. if boh price gains and price losses occur) and if he price of he share reurns o is level a issuance, he value of he leverage componen will no rever o, bu will be (as a resul of he leverage effec possibly significanly) below is iniial level. If he price of he share ha underlies he Index increases significanly a any ime during he erm of he Cerificaes, he value of he leverage componen will fall o a very low level. Alhough his means ha all laer price losses in relaion o he share will lead o price gains in relaion o he leverage componen and hus he Index, invesors mus noe in his regard ha he base level for a price recovery in relaion o he Index will be very low and ha, herefore, significan price losses in relaion o he relevan share will only have a moderae effec on he recovery of he Index. Ineres componen: The ineres componen resuls from he invesmen in a risk-free money marke insrumen (STIBOR T/N), less he coss for a repurchase agreemen (REPO) and less he Index Fees. If, on any day, he coss for a repurchase agreemen, plus he Index Fees, exceed he ineres income based on he STIBOR T/N rae for ha day, losses will be incurred insead of 4

5 ineres gains. In ha case, he ineres componen will be negaive and will reduce he value of he Index on ha day. Unlimied Cerificaes; Exercise Requiremen; Sale of he Cerificaes I is a feaure of hese Cerificaes ha no auomaic paymen of he Redempion Amoun represened by hem is scheduled a any ime during he erm. Paymen of he Redempion Amoun will generally be coningen upon prior redempion of he relevan Cerificae upon he reques of he Cerificaeholder in accordance wih 2 of he Terms and Condiions. Oher provisions will apply only in case he Issuer gives ordinary noice of erminaion in relaion o he Cerificaes in accordance wih 3 of he Terms and Condiions. In all oher cases, here can be no guaranee ha he Cerificaeholder will receive he Redempion Amoun represened by he Cerificaes in he absence of redempion. Since i is uncerain wheher he Issuer will erminae he Cerificaes, he Cerificaeholder will be forced volunarily o redeem he Cerificaes in accordance wih 2 of he Terms and Condiions if he inends o receive he Redempion Amoun represened by he Cerificaes. Cerificaeholders should noe ha redempion of he Cerificaes is possible only wih effec as of he las Paymen Business Day in March, June, Sepember and December (as se ou in deail in he Terms and Condiions). In beween hese Redempion Daes, he economic value represened by he Cerificaes can be realised solely by virue of a sale of he Cerificaes. A sale of he Cerificaes, however, will be dependen upon he availabiliy of marke paricipans who are prepared o purchase he Cerificaes a a corresponding price. If no such marke paricipans can be found, i may be impossible o realise he value of he Cerificaes. Invesors canno rely upon he availabiliy of a liquid marke for he Cerificaes and, hus, he possibiliy o realise he asses invesed in he Cerificaes by selling he Cerificaes. Invesors should hus be prepared o hold he Cerificaes unil he nex available Redempion Dae. The BEAR ABB X3 C index relaing o he ABB Ld share is no an esablished index When evaluaing he Cerificaes, invesors mus ake ino accoun ha he Index is no an index ha has been esablished in he marke. Insead, he main reason why Commerzbank Akiengesellschaf calculaes his Index is so ha i may serve as a reference for he Cerificaes underlying hese Terms and Condiions. Conflics of ineres Regarding he issuance of he Cerificaes, Commerzbank Akiengesellschaf performs a number of funcions. On he one hand, Commerzbank Akiengesellschaf acs as Issuer of he Cerificaes, and on he oher hand, i acs as he Index Calculaion Agen and Index Sponsor and herefore decides upon he composiion of he Index. I canno be ruled ou ha Commerzbank Akiengesellschaf will be subjec o cerain conflics of ineres in performing hese various funcions. When pursuing business aciviy no direcly relaed o he issuance of he Cerificaes or he composiion and calculaion of he Index, he Issuer or any of is affiliaes may pursue acions and ake seps ha i deems, or hey deem, necessary or appropriae o proec is or heir respecive ineress wihou regard o any negaive consequences his may have for he Cerificaeholders. Deducion of a Managemen Fee Invesors mus noe ha a Managemen Fee of % of he Index level per calendar day (0.7% p.a.) will be deduced from he level of he Index during he calculaion of he Index for he managemen and calculaion of he Index. This means ha he Index will fall, or no gain in value, in he case of consan or slighly increasing prices of he Index Componens. In he case of falling prices of he Index Componens, he deducion of he Managemen Fee will reinforce he negaive price performance of he Index. Generally, he deducion of he Managemen Fee will resul in a reducion of he value of he Index and, hus, he Cerificaes. Cerificaes are unsecured obligaions (saus) The obligaions under he Cerificaes consiue direc and uncondiional obligaions of he Issuer ha are no subjec o a real charge (nich dinglich besicher) and, unless oherwise provided by applicable law, rank a leas pari passu wih all oher unsubordinaed obligaions of he Issuer ha 5

6 are no subjec o a real charge. They are neiher secured by he Deposi Proecion Fund of he Associaion of German Banks (Einlagensicherungsfonds des Bundesverbands deuscher Banken e.v.) nor by he German Deposi Guaranee and Invesor Compensaion Ac (Einlagensicherungsund Anlegerenschädigungsgesez). This means ha he invesor bears he risk ha he Issuer's financial siuaion may worsen - or ha insolvency proceedings migh be insiued wih regard o is asses - and ha he Issuer herefore migh be unable o make any paymens due under he Cerificaes. Under hese circumsances, a oal loss of he invesor's capial migh be possible. Risk Facors relaing o he Index Componens The Unlimied Cerificaes relaing o he BEAR ABB X3 C index relaing o he ABB Ld share are associaed wih paricular risks beyond he Issuer's conrol, such as he risk ha he respecive company will become insolven, he risk ha he share price will flucuae or risks ha occur in relaion o dividend paymens by he company. The performance of he shares depends o a very significan exen on developmens on he capial markes, which in urn depend on he general global economic climae and specific economic and poliical condiions. Shares in companies wih low o medium marke capialisaion may be subjec o even higher risks (e.g. relaing o heir volailiy or insolvency) han is he case for shares in larger companies. Moreover, shares in companies wih low marke capialisaion may be exremely illiquid as a resul of low rading volumes. Shares in companies which have heir sauory sea or significan business operaions in counries wih limied cerainy of law are subjec o addiional risks such as, for insance, governmen inervenions or naionalisaion which may lead o a oal or parial loss of he invesed capial or of access o he capial invesed in ha counry. The realisaion of such risks may also resul in a oal or parial loss of he invesed capial for holders of Cerificaes ha are linked o such shares. Risks relaing o he Issuer Invesors are exposed o he defaul risk of he Issuer. The value of he Cerificaes is no only subjec o he performance of he Underlying, bu among ohers also o he crediworhiness of he Issuer, which may vary over he erm of he Cerificaes. The Cerificaes represen general conracual unsecured, unsubordinaed obligaions of he Issuer and are ranking pari passu wih all oher unsecured unsubordinaed obligaions of he Issuer, save for obligaions preferred by operaion of law. For furher informaion on risk facors, especially o risk facors relaing o Commerzbank Akiengesellschaf reference is made o he Base Prospecus, in paricular he consideraion se forh herein under "RISK FACTORS". Addiional Taxaion Disclosure No Applicable Addiional furher Informaion No Applicable Raings The Cerificaes o be issued have no been and will no be raed. Ineress of naural and legal persons involved in he issue/offer Performance of and oher informaion concerning Underlying/Formula(e)/oher variable, explanaion of effec on value of invesmen and associaed risks So far as he Issuer is aware, no person involved in he offer of he Cerificaes has an ineres maerial o he offer. The informaion included herein wih respec o he Underlying consiss only of exracs from, or summaries of, publicly available informaion. The Issuer acceps responsibiliy ha such informaion has been correcly exraced or summarised. No furher or oher responsibiliy in respec of such informaion is acceped by he Issuer. In paricular, he Issuer acceps no responsibiliy in respec of he accuracy or compleeness of he informaion se forh 6

7 herein concerning he Underlying of he Cerificaes or ha here has no occurred any even which would affec he accuracy or compleeness of such informaion. Informaion on he Underlying is available free of charge on he following inerne pages: 7

8 ANNEX 1 The following erms and condiions apply o he Cerificaes issued as Series No. SC62 and Tranche No. 1 of ha Series under he Scandinavian Noes/Cerificaes Programme of Commerzbank Akiengesellschaf (he "Programme"). Terms and Condiions of he Cerificaes 1 (FORM, TRANSFERABILITY) (1) This issue of unlimied cerificaes (he "Cerificaes") of Commerzbank Akiengesellschaf, Frankfur am Main, Federal Republic of Germany (he "Issuer") is issued in SEK (he "Issue Currency"). The Cerificaes will rank pari passu among hemselves. (2) The Cerificaes are issued in he form of Swedish demaerialised securiies which enile he Cerificaeholders (as defined in paragraph (4) below) o demand from he Issuer paymens or deliveries pursuan o he provisions of hese Terms and Condiions. The Cerificaes will only be evidenced by book enries in he sysem of he Swedish Cenral Securiies Deposiary Euroclear Sweden AB, Box 7822, Sockholm, ( Euroclear Sweden ) for regisraion of securiies and selemen of securiies ransacions (he Clearing Sysem ) in accordance wih he Swedish Financial Insrumens Accouns Ac (1998:1479). There will be neiher global bearer securiies nor definiive securiies and no physical noes will be issued wih respec o he Cerificaes. (3) Transfers of he Cerificaes and oher regisraion measures shall be made in accordance wih he Swedish Financial Insrumens Accouns Ac (1998:1479), he regulaions, rules and operaing procedures applicable o and/or issued by Euroclear Sweden (he Swedish CSD Rules ). (4) The erm "Cerificaeholder" in hese Terms and Condiions refers o any person ha is regisered on a Euroclear Sweden-accoun as holder of a Cerificae or, where applicable, any oher person acknowledged as he holder pursuan o he Swedish CSD Rules. For nominee regisered Cerificaes he auhorised nominee shall be considered o be he Cerificaeholder. The Issuer is eniled o receive from Euroclear Sweden, a is reques, a ranscrip of he regiser for he Cerificaes in accordance wih he Swedish CSD Rules. (5) The Issuer reserves he righ o issue from ime o ime wihou he consen of he Cerificaeholders anoher ranche of Cerificaes wih subsanially idenical erms, so ha he same shall be consolidaed o form a single Series and increase he aggregae principal amoun of he Cerificaes. The erm "Cerificaes" shall, in he even of such consolidaion, also comprise such addiionally issued Cerificaes. 2 (REDEMPTION BY A CERTIFICATEHOLDER) (1) Subjec o he provision of 3 paragraph 4, every Cerificaeholder shall, in addiion o he erminaion righ provided under 11, have he righ o reques he redempion of he Cerificaes from he Issuer. The redempion pursuan o his clause can only be requesed in accordance wih he following provisions and only wih respec o a Redempion Dae. A "Redempion Dae" shall be, subjec o 4, any las Paymen Business Day in he monhs of March, June, Sepember and December of each year commencing as of June (2) Subjec o he provisions of 5, each Cerificae shall be redeemed on he Redempion Dae a an amoun (he "Redempion Amoun") which is calculaed pursuan o he following provisions: 8

9 The Redempion Amoun shall be equal o he Reference Price of he Index on he respecive Valuaion Dae expressed in he Issue Currency (commercially rounded, if necessary, up or down o he neares cen SEK 0.01). For he purposes of any calculaions pursuan o hese erms and condiions, one index poin shall in each case correspond o SEK (3) In order o reques he redempion of he Cerificaes wih respec o a Redempion Dae, he Cerificaeholder has o: (a) (b) submi a wrien noice o he Principal Paying Agen ( 10) requesing he redempion of he Cerificaes held and specifying a Redempion Dae (he "Redempion Noice"); and deliver he Cerificaes o he Principal Paying Agen (i) by an irrevocable order o ransfer he Cerificaes from is accoun o he Principal Paying Agen s cusody accoun wih he Issuing & Paying Agen or (ii) as oherwise insruced by he Principal Paying Agen. Afer he requiremens for a redempion reques according o paragraph (a) and (b) above have been fulfilled he Principal Paying Agen will ransfer he Redempion Amoun payable o he accoun of he Cerificaeholder as indicaed in he Redempion Noice. (4) The Redempion Noice mus be received by he Principal Paying Agen no laer han 20 Paymen Business Days prior o such Redempion Dae. A Redempion Noice received by he Principal Paying Agen shall be binding and irrevocable. I has o be in he form available a he Principal Paying Agen or informal if acceped by he Principal Paying Agen. An informal Redempion Noice has o conain he informaion requesed in such form. A Redempion Noice which does no fulfill he above requiremens may be held invalid by he Principal Paying Agen. The decision of he Principal Paying Agen wheher or no o accep a Redempion Noice shall be valid and binding on he Issuer and he relevan Cerificaeholder. (5) If he number of Cerificaes requesed for redempion deviaes from he number of Cerificaes received by he Paying Agen, he Redempion Noice shall only be valid for a number of Cerificaes equal o he smaller of he wo numbers. Any Cerificaes ransferred in excess of his number shall be ransferred back o he Cerificaeholder a is own expense and risk. (6) Any deerminaions, calculaions or oher decisions for he purposes of he above shall be made by he Calculaion Agen and shall, in he absence of manifes error, be binding for all paries involved. (7) All axes, duies or oher charges in connecion wih he redempion of he Cerificaes are o be borne and paid by he Cerificaeholders. (8) For he purposes of hese Terms and Condiions of he Cerificaes he following definiions shall apply (subjec o adjusmen in accordance wih he provisions conained in 7): "Index Calculaion Day" shall be a day on which he level of he Index is usually deermined and published by he Index Sponsor. "Index" or "Underlying" means he BEAR ABB X3 C index relaing o he ABB Ld share. The index concep is deailed in he index descripion which is aached o hese Terms and Condiions (he "Index Descripion"). Issue Dae means 22 April "Reference Price" shall be he closing price of he Index as deermined and published by he Index Sponsor on an Index Calculaion Day (Official Index Closing Level). "Valuaion Dae" means he enh Index Calculaion Day prior he respecive Redempion Dae. 9

10 3 (TERMINATION BY THE ISSUER) (1) The Issuer shall, in addiion o he exraordinary righ o redeem he Cerificaes in accordance wih 7 paragraph (3), be eniled o erminae he Cerificaes in whole bu no in par wih respec o he las Paymen Business Day of each monh (each a "Terminaion Dae") (he "Terminaion by he Issuer"). The firs Terminaion Dae shall be 31 May (2) The Terminaion by he Issuer has o be noified a he leas 28 calendar days prior o he respecive Terminaion Dae in accordance wih 13. Such noificaion is irrevocable and mus include he Terminaion Dae. (3) Following he Terminaion by he Issuer of he Cerificaes each Cerificae shall be redeemed on he Terminaion Dae a he Redempion Amoun as deermined, muais muandis, according o 2 paragraph (2), where he Valuaion Dae shall be he enh Index Calculaion Day prior o he Terminaion Dae and where he provisions for he posponemen of a Valuaion Dae shall be applied, muais muandis, as se ou in 7 paragraph (5). (4) Upon noificaion of he Terminaion by he Issuer of he Cerificaes by he Issuer he righ of he Cerificaeholders o reques he redempion of he Cerificaes in accordance wih 2 shall expire. 4 (EARLY REDEMPTION, REPURCHASE OF CERTIFICATES) (1) If he Cerificaes are called for redempion due o he occurrence of an Adjusmen Even in accordance wih 7 or an even having occurred as described in 11, as he case may be, hey shall be redeemed a he early redempion amoun (he "Early Redempion Amoun") which shall be calculaed by he Issuer in is reasonable discreion ( 315 of he German Civil Code) as he fair value of he Cerificaes a he dae as deermined by he Issuer in he noificaion of he erminaion. The righs arising from he Cerificaes will erminae upon he paymen of he Early Redempion Amoun. (2) The Issuer may a any ime purchase Cerificaes in he marke or oherwise. Cerificaes repurchased by or on behalf of he Issuer may be held by he Issuer, re-issued, resold or surrendered o he Principal Paying Agen for cancellaion. 5 (PAYMENTS) (1) The Issuer irrevocably underakes o pay, as and when due, all amouns payable pursuan o hese Terms and Condiions in he Issue Currency. (2) All amouns payable pursuan o hese Terms and Condiions shall be made o he Cerificaeholders recorded as such on he fifh business day (as defined by he hen applicable Swedish CSD Rules) before he due dae for such paymen, or such oher business day falling closer o he due dae as hen may be sipulaed in said Rules. (3) All paymens (oher han paymens according o 2 paragraph (3)) will be ransmied by he Euroclear Sweden o he Cerificaeholders in accordance wih he Swedish CSD Rules. Any paymen from he Issuer in accordance wih he Swedish CSD Rules shall release he Issuer from is paymen obligaions under he Cerificaes in he amoun of such paymen. (4) If any paymen wih respec o a Cerificae is o be effeced on a day oher han a Paymen Business Day, paymen shall be effeced on he nex following Paymen Business Day. In his 10

11 case, he relevan Cerificaeholder shall neiher be eniled o any paymen claim nor o any ineres claim or oher compensaion wih respec o such delay. "Paymen Business Day" means a day (oher han a Saurday or Sunday) on which commercial banks and foreign exchange markes in Sockholm and Frankfur am Main and he Clearing Sysem sele paymens in he Issue Currency. (5) All paymens are subjec in all cases o any applicable fiscal or oher laws, regulaions and direcives. (6) The Issuer may deposi wih he local cour (Amsgerich), Frankfur am Main, paymens no claimed by Cerificaeholders wihin 12 monhs afer is respecive due dae, even hough he respecive Cerificaeholders may no be in defaul of accepance. If and o he exen ha he deposi is made under waiver of he righ of wihdrawal, he respecive claims of he respecive Cerificaeholders agains he Issuer shall cease. 6 (TAXES) All presen and fuure axes, fees or oher duies in connecion wih he Cerificaes shall be borne and paid by he Cerificaeholders. The Issuer is eniled o wihhold from paymens o be made under he Cerificaes any axes, fees and/or duies payable by he Cerificaeholder in accordance wih he previous senence. 7 (ADJUSTMENTS, EXTRAORDINARY TERMINATION RIGHT OF THE ISSUER, MARKET DISRUPTION, POSTPONEMENT OF VALUATION DATE) (1) If he Index is no longer calculaed and published by he Index Sponsor bu by anoher person, company or insiuion accepable o he Issuer in is reasonable discreion ( 315 German Civil Code (BGB)) as he new Sponsor (he "Successor Sponsor"), he Redempion Amoun will be deermined on he basis of he Index being calculaed and published by he Successor Sponsor and any reference made o he Index Sponsor in hese Terms and Condiions shall, if he conex so admis, hen refer o he Successor Sponsor. (2) If a any ime he Index is cancelled or replaced, he Issuer will deermine in is reasonable discreion ( 315 German Civil Code (BGB)) anoher index on he basis of which he Redempion Amoun will be deermined (he "Successor Index"). The respecive Successor Index as well as he ime of is firs applicaion will be noified pursuan o 13. Any reference made o he Index in hese Terms and Condiions shall, if he conex so admis hen refers o he Successor Index. All relaed definiions shall be deemed o be amended accordingly. Furhermore, he Issuer will make all necessary adjusmens o he Terms and Condiions resuling from a subsiuion of he Index. (3) In he case ha he occurrence of an Adjusmen Even wih respec o a share conained in he Index (he "Index Share") has a maerial effec on he price of he Index, he Issuer shall be eniled o make adjusmens o hese Terms and Condiions in is reasonable discreion ( 315 German Civil Code (BGB)) and give noificaion pursuan o 13. Such adjusmen shall become effecive on he dae on which he occurrence of he Adjusmen Even wih respec o he Index Share has is effec on he price of he Index. "Adjusmen Even" means: a) any of he following acions aken by he company issuing he Index Share (he "Index Company"): capial increases hrough issuance of new shares agains capial conribuion and issuance of subscripion righs o he shareholders, capial increases ou of he Index Company s reserves, issuance of securiies wih opion or conversion righs relaed o he Index Share, disribuions of ordinary dividends, disribuions of 11

12 exraordinary dividends, sock splis or any oher spli, consolidaion or aleraion of caegory; b) a spin-off of a par of he Index Company in such a way ha a new independen eniy is formed, or ha he spun-off par of he Index Company is absorbed by anoher eniy; c) a akeover-bid, i.e. an offer o ake over or o swap or any oher offer or any oher ac of an individual person or a legal eniy ha resuls in he individual person or legal eniy buying, oherwise acquiring or obaining a righ o buy more han 10% of he ousanding shares of he Index Company as a consequence of a conversion or oherwise, as deermined by he Issuer based on noificaions o he compeen auhoriies or on oher informaion deermined as relevan by he Issuer; d) he becoming known of he inenion of he Index Company or of he exchange on which he respecive Index Share are raded (provided ha he quoaions of he prices of he Index Share on such exchange are aken for he calculaion of he Index) (he "Relevan Exchange") o erminae he lising of he Index Share on he Relevan Exchange due o a merger by absorpion or by creaion, a change of legal form ino a company wihou shares or any oher reason or he erminaion of he lising of he Index Share a he Relevan Exchange or he announcemen of he Relevan Exchange ha he lising of he Index Share a he Relevan Exchange will erminae immediaely or a a laer dae and ha he Index Share will no be admied, raded or lised a any oher exchange which is comparable o he Relevan Exchange (including he exchange segmen, if applicable) immediaely following he erminaion of he lising; e) he Issuer and/or is affiliaes ( 15 of he German Sock Corporaion Ac (AkG)) are, even following economically reasonable effors, no in he posiion (i) o ener, re-ener, replace, mainain, liquidae, acquire or dispose of any ransacions or invesmens ha he Issuer considers necessary o hedge is risks resuling from he assumpion and performance of is obligaions under he Cerificaes or (ii) o realize, regain or ransfer he proceeds resuling from such ransacions or invesmens; f) a procedure is inroduced or ongoing pursuan o which all shares or he subsanial asses of he Index Company are or are liable o be naionalized or expropriaed or oherwise ransferred o public agencies, auhoriies or organizaions; g) he applicaion for insolvency proceedings or for comparable proceedings wih regard o he asses of a Index Company according o he applicable law of such company; or h) any oher even being economically comparable o he afore-menioned evens wih regard o heir effecs. (4) If he deerminaion of he Index in accordance wih he paragraph (3) is no possible or is unreasonable (unzumubar) for he Index Sponsor, hen he Issuer is eniled o erminae he Cerificaes premaurely on he exraordinary erminaion dae (he "Exraordinary Terminaion Dae") wih a prior noice of seven Paymen Business Days in accordance wih 13. (5) In he case of an early erminaion of he Cerificaes pursuan o paragraph (4) he Cerificaes shall be redeemed on he Exraordinary Terminaion Dae a he exraordinary erminaion amoun (he "Exraordinary Terminaion Amoun") which shall be calculaed by he Issuer in is reasonable discreion ( 315 German Civil Code (BGB) by aking ino accoun applicable marke condiions and any proceeds realised by he Issuer in connecion wih ransacions concluded by i in is reasonable discreion ( 315 German Civil Code (BGB)) for hedging measures in relaion o he assumpion and fulfilmen of is obligaions under he Cerificaes (he "Hedging Transacions"). When deermining he Exraordinary Terminaion Amoun, he Issuer may ake ino accoun expenses for ransacions ha were required for winding up he Hedging Transacions in he Issuer's reasonable discreion ( 315 German Civil Code (BGB)) as deducible iems. The Exraordinary Terminaion Amoun shall be noified in accordance wih 13. The righs arising from he Cerificaes will erminae upon he paymen of he Exraordinary Terminaion Amoun. 12

13 (6) If on he Valuaion Dae a Reference Price of he Index is no deermined and published or if in he opinion of he Calculaion Agen here is a Marke Disrupion Even wih regard o he Index on he Valuaion Dae, hen he Valuaion Dae shall be posponed o he nex calendar day on which a Reference Price of he Index is again deermined and published and on which here is no Marke Disrupion Even. If according o he provisions above he Valuaion Dae is posponed unil he sevenh Index Calculaion Day prior o he Redempion Dae or he Terminaion Dae, as applicable, and if on his day he Reference Price of he Index is sill no deermined and published or if, in he opinion of he Issuer, a Marke Disrupion Even occurs wih regard o he Index, hen he Issuer shall esimae he Reference Price in is reasonable discreion ( 315 German Civil Code (BGB)), and in consideraion of he prevailing marke condiions on such day and make a noificaion hereof in accordance wih 13. Marke Disrupion Even means (i) a suspension or limiaion of rading in he share on he sock exchange or wihin he rading sysem whose prices are used for deermining he Index, or (ii) he non-deerminaion of he Sockholm Inerbank Offered Rae (Tomorrow/Nex) (STIBOR T/N) ineres rae, provided ha such suspension or limiaion is subsanial in he Issuer's reasonable discreion ( 315 BGB). The exisence of a Marke Disrupion Even shall be announced in accordance wih 13. A limiaion regarding he office hours or he number of days of rading will no consiue a Marke Disrupion Even if i resuls from an announced change in he regular business hours of he relevan exchange. A limiaion on rading imposed during he course of a day by reason of movemens in price exceeding permied limis shall only be deemed o be a Marke Disrupion Even in he case ha such limiaion is sill prevailing a he ime of erminaion of he rading hours on such dae. 8 (PRESCRIPTION) The prescripion period for claims agains he Issuer for he paymen of principal shall be en (10) years from he due dae for such paymen. 9 (STATUS) The obligaions under he Cerificaes consiue direc, uncondiional and unsecured obligaions of he Issuer and rank a leas pari passu wih all oher unsecured and unsubordinaed obligaions of he Issuer (save for such excepions as may exis from ime o ime under applicable law). 10 (AGENTS) (1) Commerzbank Akiengesellschaf, Kaisersr. 16 (Kaiserplaz), Frankfur am Main shall be he "Principal Paying Agen" and Skandinaviska Enskilda Banken AB (publ), a banking insiuion incorporaed under he laws of Sweden, whose corporae sea and regisered office is a Kungsrädgårdsgaan 8, SE Sockholm, Sweden, acing hrough is division SEB Merchan Banking, Securiies Services shall be appoined as he "Issuing and Paying Agen". The Issuer shall procure ha here will a all imes be a Principal Paying Agen and ha as long as he Cerificaes are lised on he Nordic Derivaives Exchange here will a all imes be a Paying Agen in Sockholm. The Issuer is eniled o appoin oher banks of inernaional sanding as addiional paying agens (each, a "Paying Agen"; he Principal Paying Agen, he Issuing and Paying Agen and any addiional Paying Agen ogeher he "Paying Agens"). Furhermore, he Issuer is eniled 13

14 o erminae he appoinmen of he Principal Paying Agen as well as of individual Paying Agens. In he even of such erminaion or such bank being unable or unwilling o coninue o ac as Principal Paying Agen or Paying Agen, he Issuer shall appoin anoher bank of inernaional sanding as Principal Paying Agen or Paying Agen, as he case may be. Such appoinmen or erminaion shall be published wihou undue delay in accordance wih 13. (2) Commerzbank Akiengesellschaf, Kaisersr. 16 (Kaiserplaz), 60311Frankfur am Main shall be he "Calculaion Agen". The Issuer shall procure ha as long as deerminaions have o be made in accordance wih hese Terms and Condiions here shall a all imes be a Calculaion Agen. The Issuer reserves he righ a any ime o erminae he appoinmen of he Calculaion Agen. In he even of such erminaion or of he appoined office of any such bank being unable or unwilling o coninue o ac as Calculaion Agen (as he case may be) he Issuer shall appoin an appropriae office of anoher leading bank o ac Calculaion Agen. The appoinmen of anoher Calculaion Agen shall be published wihou delay by he Issuer in accordance wih 13. (3) The Paying Agens and he Calculaion Agen shall be held responsible for giving, failing o give, or acceping a declaraion, or for acing or failing o ac, only if, and insofar as, hey fail o ac wih he diligence of a conscienious businessman. All deerminaions and calculaions made by he Paying Agens and he Calculaion Agen shall be made in conjuncion wih he Issuer. (4) The Paying Agens and he Calculaion Agen acing in such capaciy, ac only as agens of he Issuer. There is no agency or fiduciary relaionship beween he Paying Agens and he Calculaion Agen on he one hand and he Cerificaeholders on he oher hand. The Paying Agens and he Calculaion Agen are hereby graned exempion from he resricions of 181 of he German Civil Code and any similar resricions of he applicable laws of any oher counry. 11 (TERMINATION) (1) Each holder of Cerificaes is eniled o declare his Cerificaes due and o require he redempion of his Cerificaes a he Early Redempion Amoun pursuan o 4 paragraph (1) as provided hereinafer, if: (a) (b) (c) (d) (e) he Issuer is in defaul for more han 30 days wih respec o he paymen of any amoun due under hese Terms and Condiions; he Issuer violaes any oher obligaion under hese Terms and Condiions, and such violaion coninues for 60 days afer receip of wrien noice hereof from he respecive Cerificaeholder; he Issuer is wound up or dissolved wheher by a resoluion of he shareholders or oherwise (excep in connecion wih a merger or reorganisaion in such a way ha all of he asses and liabiliies of he Issuer pass o anoher legal person in universal succession by operaion of law); he Issuer ceases is paymens and his coninues for 60 days, or admis o be unable o pay is debs; any insolvency proceedings are insiued agains he Issuer which shall no have been dismissed or sayed wihin 60 days afer heir insiuion or he Issuer applies for he insiuion of such proceedings, or offers or makes an arrangemen for he benefi of is crediors or he Federal Financial Supervisory Auhoriy (BaFin) opens insolvency proceedings agains he Issuer; or 14

15 (f) in he case of a subsiuion of he Issuer wihin he meaning of 12 paragraph (4)(b) any of he evens se forh in sub-paragraphs (c)-(e) above occurs in respec of he Guaranor. The righ o declare Cerificaes due shall erminae if he circumsances giving rise o i have been remedied before such righ is exercised. (2) The righ o declare Cerificaes due pursuan o paragraph (1) shall be exercised by a Cerificaeholder by delivering or sending by regisered mail o he Principal Paying Agen a wrien noice which shall sae he principal amoun of he Cerificaes called for redempion and shall enclose evidence of ownership reasonably saisfacory o he Principal Paying Agen. 12 (SUBSTITUTION OF ISSUER, BRANCH DESIGNATION) (1) Any oher company may assume a any ime during he life of he Cerificaes, subjec o 12 paragraph (4), wihou he Cerificaeholders' consen upon noice by he Issuer given hrough publicaion in accordance wih 13, all he obligaions of he Issuer under hese Terms and Condiions. (2) Upon any such subsiuion, such subsiue company (hereinafer called he "New Issuer") shall succeed o, and be subsiued for, and may exercise every righ and power of, he Issuer under hese Terms and Condiions wih he same effec as if he New Issuer had been named as he Issuer herein; he Issuer (and, in he case of a repeaed applicaion of his 12, each previous New Issuer) shall be released from is obligaions hereunder and from is liabiliy as obligor under he Cerificaes. (3) In he even of such subsiuion, any reference in hese Terms and Condiions (excep for his 12) o he "Issuer" shall from hen on be deemed o refer o he New Issuer and any reference o he counry of he corporae sea of he Issuer which is o be subsiued (excep for he references in 15 o he Federal Republic of Germany) shall be deemed o refer o he counry of he corporae sea of he New Issuer and he counry under he laws of which i is organised. (4) No such assumpion shall be permied unless (a) (b) (c) (d) he New Issuer has agreed o indemnify and hold harmless each Cerificaeholder agains any ax, duy, assessmen or governmenal charge imposed on such Cerificaeholder in respec of such subsiuion; he Issuer (in his capaciy referred o as he "Guaranor") has uncondiionally and irrevocably guaraneed o he Cerificaeholders compliance by he New Issuer wih all paymen obligaions assumed by i under guaranee erms usually given by he Guaranor wih respec o noe issues by any of is finance companies and he ex of his guaranee has been published in accordance wih 13; and he New Issuer and he Guaranor have obained all governmenal auhorisaions, approvals, consens and permissions necessary in he jurisdicions in which he Guaranor and/or he New Issuer are domiciled or he counry under he laws of which hey are organised. Euroclear Sweden has given is consen o he subsiuion (which consen shall no be unreasonably wihheld or delayed). (5) Upon any subsiuion of he Issuer for a New Issuer, his 12 shall apply again. (6) The Issuer may a any ime, designae by publicaion in accordance wih 13 any branch (Beriebssäe) of he Issuer ouside he Federal Republic of Germany as he branch (Beriebssäe) primarily responsible for he due and puncual paymen in respec of he 15

16 Cerificaes hen ousanding and he performance of all of he Issuer's oher obligaions under he Cerificaes hen ousanding. Paragraphs (4)(c) and (5) of his 12 shall apply muais muandis o such designaion. 13 (NOTICES) Noices relaing o he Cerificaes shall be (i) published on he inerne page (or on anoher inerne page noified a leas six weeks in advance by he Issuer in accordance wih his 13) and shall be deemed o be effecive upon such publicaion unless such publicaion gives anoher effecive dae or sen (ii) o he Cerificaeholder hrough he faciliies in he Clearing Sysem according o he Euroclear Sweden Rules, or (iii) o he Cerificaeholder a he addresses regisered in he Clearing Sysem in accordance wih he Euroclear Sweden Rules. Such noices shall be deemed o be effeced (i) seven days afer hey have been sen o he Cerificaeholders hrough he faciliies in he Clearing Sysem, or (ii) upon receip afer hey have been sen o he Cerificaeholders a he addresses regisered in he Clearing Sysem. If applicable law or regulaions of he sock exchange on which he Cerificaes are lised require a noificaion in anoher manner, noices shall also be given in he manner so required. 14 (FINAL CLAUSES) (1) The Cerificaes and he righs and duies of he Cerificaeholders, he Issuer, he Calculaion Agen and he Paying Agens shall in all respecs be governed by he laws of he Federal Republic of Germany excep for 1 paragraph (2) o (4) of he Terms and Condiions which shall be governed by he laws of he Kingdom of Sweden. (2) The Issuer shall be eniled wihou he consen of he Cerificaeholders (a) o correc obvious yping, calculaion or oher errors and (b) o amend or supplemen conradicory or incomplee provisions conained in he Terms and Condiions, provided ha in he cases of (b) only such amendmens and supplemens shall be permied if such amendmens or supplemens, having regard o he ineress of he Issuer, are reasonably accepable for he Cerificaeholders, i.e. ha do no adversely affec he financial siuaion of he Cerificaeholders maerially. Amendmens or supplemens of hese Terms and Condiions have o be noified wihou undue delay in accordance wih 13. (3) Should any provision of hese Terms and Condiions be or become void in whole or in par, he oher provisions shall remain in force. Void provisions shall be replaced in accordance wih he meaning and purpose of hese Terms and Condiions. (4) Place of performance is Frankfur am Main, Federal Republic of Germany. (5) Place of jurisdicion shall be Frankfur am Main, Federal Republic of Germany. (6) The English version of hese Terms and Condiions shall be binding. Any ranslaion is for convenience only. 16

17 Aachmen o he Terms and Condiions of he Cerificaes BEAR ABB X3 C index relaing o he ABB Ld share 1. INDEX CONCEPT The BEAR ABB X3 C index relaing o he ABB Ld share is a sraegy index ha paricipae inversely in he movemens of he share and ha is composed of a leverage and an ineres componen. The leverage componen reflecs he sale of he share (shor posiion) in he index. This means ha a fall in he share price will resul in a hree-fold increase in percenage erms in he leverage componen on a daily basis and vice versa. This leverage effec will have a disproporionaely high effec on he Index, boh in he case of posiive as well as negaive share movemens. The ineres componen resuls from he invesmen in a risk-free money marke insrumen (STIBOR T/N), less he coss for a repurchase agreemen (REPO) and less he Index Fees. If, on any day, he coss for a repurchase agreemen, plus he Index Fees, exceed he ineres income based on he STIBOR T/N rae for ha day, losses will be incurred insead of ineres gains. In ha case, he ineres componen would be negaive and would reduce he value of he Index on ha day. The Index will be coninually updaed during he share s rading hours on he Relevan Exchange by he Index Calculaion Agen; his means ha he Index will be re-calculaed upon each change in he share price. The Index Calculaion Agen will charge an annual Index Fee of 0.7% p.a., which will be deduced daily (based on a year comprising 360 days) during he calculaion of he Index. The described Index is no a recognised financial index, bu raher a cusomised sraegy index ha is calculaed by Commerzbank. 2. INDEX DEFINITIONS "Share" is he ABB Ld share (ISIN CH ) "Share Price" shall be he average of he bid and offer price a any ime during he rading hours on he Relevan Exchange. "Banking Day" shall be a day on which he banks in Frankfur am Main are open for general banking ransacions. The "Dividend Correcion Amoun" is deermined by he Index Calculaion Agen for he Ex- Dividend Day in is reasonable discreion ( 315 German Civil Code (BGB)) in such a way ha i corresponds o he dividend of he company ha is virually received by he Index Calculaion Agen in accordance wih he ax laws applicable o he Index Calculaion Agen. If he dividend is expressed in a currency oher han SEK, such dividend shall be convered a he bid rae (in SEK per foreign currency uni) quoed on he Inernaional Inerbank Spo Marke a he ime he dividend is virually received by he Index Calculaion Agen. "Ex-Dividend Day" is he Index Calculaion Day on which a share is raded on an ex-dividend basis for he firs ime. The "Index Calculaion Agen" shall be Commerzbank AG. The "Index Calculaion Day" shall be any banking day on which a price can be deermined for he share and on which a relevan STIBOR T/N rae has been deermined. The "Index Commencemen Dae" shall be 19. April The "Iniial Index Level" shall be 100 index poins. 17

18 The "Official Index Closing Level" shall be deermined by he Index Calculaion Agen for each Index Calculaion Day in accordance wih he index calculaion formula (see 3. Index Calculaion) based on he closing price of he share deermined on he Relevan Exchange and he fixing of he STIBOR T/N rae. If no closing price is deermined for he share on an Index Calculaion Day, he value of he Index as las calculaed on ha Index Calculaion Day shall be used as he Official Index Closing Level. The "Relevan Exchange" shall be he Sockholm sock exchange (Nasdaq OMX Sockholm). "REPO": The REPO rae saes he coss of a repurchase agreemen in relaion o securiies ransacions resuling from he shor posiion (leverage componen) and he relevan share of he index sraegy. The iniial REPO rae shall be 0.3% p.a. (on he basis of a year comprising 360 days). The Index Calculaion Agen is eniled o adjus he REPO rae on each REPO Adjusmen Dae o he curren marke condiions and apply he adjused rae from ha ime onwards. However, he REPO rae may no exceed 4% p.a. (on he basis of a year comprising 360 days). Any such adjusmen shall be published as described in 4. Index Publicaion. The "REPO Adjusmen Dae" shall be he las Index Calculaion Day in each monh, saring from May "STIBOR T/N": sands for Sockholm Inerbank Offered Rae (Tomorrow/Nex), he one-day ineres rae banks pay when borrowing money from one anoher. STIBOR Fixing is he average (wih he excepion of he highes and lowes quoes) of he ineres raes lised a 11:05 a.m. 3. INDEX CALCULATION The Index will iniially be calculaed on he Index Commencemen Dae. On he Index Commencemen Dae, he iniial level of he Index will be 100 index poins. From he ime a which he firs price of he share is deermined on he Index Commencemen Dae, he Index Calculaion Agen shall calculae he level (price) of he Index on each Index Calculaion Day. In ha conex, 1 index poin corresponds o SEK Calculaion akes place on he basis of he following formula: Share STIBORT REPO IF Index IndexT IndexT d Share = T LEVERAGECOMPONENT INTERESTCOMPONENT If he Index Calculaion Day is an Ex-Dividend Day, he Index for ha Index Calculaion Day shall, in deviaion from he above formula, be calculaed as follows: Share + DIV STIBORT REPO IF Index IndexT IndexT d Share = T LEVERAGECOMPONENT INTERESTCOMPONENT Index = Index level a he calculaion ime Index = he Official Index Closing Level as deermined on he Index Index T Calculaion Day immediaely preceding he curren Index Calculaion Day Share = share price a he calculaion ime 18