COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main. Final Terms dated 18 August Base Prospectus dated 20 September 2010

Transcription

1 COMMERZBANK AKIENGESELLSCHAF Frankfur am Main Final erms daed 18 Augus 2011 wih respec o he Base Prospecus daed 20 Sepember 2010 relaing o Srucured Cerificaes ("Unlimied Facor 2 BEAR Index Cerificaes") o be publicly offered in he Kingdom of Norway and o be admied o rading on he Nordic Derivaives Exchange Oslo

2 In addiion o he informaion relevan o individual issues, hese Final erms repea some of he informaion se ou in he Base Prospecus daed 20 Sepember 2010 regarding he Cerificaes where he Issuer deems such informaion necessary in order o saisfy he invesor's need for informaion in relaion o he respecive issue of Cerificaes. RISK FACORS he purchase of srucured cerificaes issued (he "Cerificaes") is associaed wih cerain risks. he informaion se forh hereinafer merely describes he major risks ha are associaed wih an invesmen in he Cerificaes in he Issuer's opinion. In his regard, however, he Issuer expressly poins ou ha he descripion of he risks associaed wih an invesmen in he Cerificaes is no be exhausive. In addiion, he order in which such risks are presened does no indicae he exen of heir poenial commercial effecs in he even ha hey are realised, or he likelihood of heir realisaion. he realisaion of one or more of said risks may adversely affec he asses, finances and profis of Commerzbank Akiengesellschaf or he value of he Cerificaes hemselves. Moreover, addiional risks ha are no known a he dae of preparaion of he Base Prospecus and hese Final erms or are currenly believed o be immaerial could likewise have an adverse effec on he value of he Cerificaes. he occurrence of one or more of he risks disclosed in he Base Prospecus, any supplemen and/or hese Final erms or any addiional risks may lead o a maerial and susained loss and, depending on he srucure of he Cerificae, even resul in he oal loss of he invesor's capial. Invesors should purchase he Cerificaes only if hey are able o bear he risk of losing he capial invesed, including any ransacion coss incurred. Poenial invesors in he Cerificaes mus in each case deermine he suiabiliy of he relevan invesmen in ligh of heir own personal and financial siuaion. In paricular, poenial invesors should in each case: have sufficien knowledge and experience o make a meaningful evaluaion of he Cerificaes, he meris and risks of invesing in he Cerificaes and/or he informaion conained or incorporaed by reference in he Base Prospecus or any applicable supplemen and all he informaion conained in hese Final erms; have sufficien financial resources and liquidiy o bear all of he risks associaed wih an invesmen in he Cerificaes; undersand horoughly he erms and Condiions peraining o he Cerificaes and be familiar wih he behaviour of any relevan underlying and he financial markes; and be able o evaluae (eiher alone or wih he help of a financial adviser) possible scenarios for economic, ineres rae and oher facors ha may affec he value of heir invesmen and be able o bear he associaed risks. hese risk warnings do no subsiue advice by he invesor's bank or by he invesor's legal, business or ax advisers, which should in any even be obained by he invesor in order o be able o assess he consequences of an invesmen in he Cerificaes. Invesmen decisions should no be made solely on he basis of he risk warnings se ou in he Base Prospecus, any supplemen and/or hese Final erms since such informaion canno serve as a subsiue for individual advice and informaion which is ailored o he requiremens, objecives, experience, knowledge and circumsances of he invesor concerned. he Cerificaes are subjec o - poenially major - price flucuaions and may involve he risk of a complee or parial loss of he invesed capial (including any coss incurred in connecion wih he purchase of he Cerificaes). Since, in he case of Cerificaes, he Redempion Amoun is linked o an underlying (e.g. a share, index, commodiy (e.g. a precious meal), fuures conrac, bond, Page 2

3 exchange rae, an ineres rae, a fund or any oher underlying, a baske or an index ha is composed of any of he aforemenioned values, commodiies, raes or oher underlyings, (e.g. alernaive risks, real esaes, life insurances, inflaion, volailiy), Cerificaes are invesmens ha migh no be suiable for all invesors. he Cerificaes may have complex srucures, which he invesor migh no fully undersand. he invesor migh herefore underesimae he acual risk ha is associaed wih a purchase of he Cerificaes. herefore, poenial invesors should sudy carefully he risks associaed wih an invesmen in he Cerificaes (wih regard o he Issuer, he ype of Cerificaes and/or he underlying, as applicable), as well as any oher informaion conained in he Base Prospecus, any supplemens hereo as well as hese Final erms, and possibly consul heir personal (including ax) advisors. Prior o purchasing Cerificaes, poenial invesors should ensure ha hey fully undersand he mechanics of he relevan Cerificaes and ha hey are able o assess and bear he risk of a (oal) loss of heir invesmen. Prospecive purchasers of Cerificaes should in each case consider carefully wheher he Cerificaes are suiable for hem in he ligh of heir individual circumsances and financial posiion. I is possible ha he performance of he Cerificaes is adversely affeced by several risk facors a he same ime. he Issuer, however, is unable o make any reliable predicion on such combined effecs. Oher general risks associaed wih he purchase of he Cerificaes (such as facors influencing he price of he Cerificaes a he ime of issue and in he secondary marke, conflics of ineres, hedging risks, ineres rae and inflaionary risks, as well as currency risks) are se ou in he deailed provisions of he Base Prospecus daed 20 Sepember Special risks relaing o Unlimied Facor 2 BEAR Index Cerificaes he Unlimied Facor 2 BEAR Index Cerificaes (he Cerificaes ) will gran he invesor he righ o reques from he Issuer a specific Redempion Daes he paymen of a Redempion Amoun per Cerificae corresponding o he Reference Price of he Index on he respecive Valuaion Dae expressed in NOK and muliplied by he Muliplier. he "Valuaion Dae" in ha conex will always be he specific Redempion Dae, whereas he paymen of he Redempion Amoun will be due on he Mauriy Dae which will be he enh Paymen Business Day following he Redempion Dae. he indices o which he Cerificaes relae are specified in he able below (each an "Index"). he share underlying an Index shall hereinafer be referred o as a Share. ISIN of he Cerificaes DE000CZ33X01 DE000CZ33X43 DE000CZ33X84 DE000CZ33Y26 Index referring o BEAR YARA X2 C index relaing o he Yara Inernaional ASA share BEAR MHG X2 C index relaing o he Marine Harves share BEAR NHY X2 C index relaing o he Norsk Hydro ASA share BEAR SL X2 C index relaing o he Saoil ASA share he respecive Index will be calculaed and published by Commerzbank in is capaciy as Index Calculaion Agen. he Index is a sraegy index ha is composed of a leverage and an ineres componen and relaes o he Share. he leverage componen will, in percenage erms, correspond inversely o wice he daily movemens of he 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 erms and Condiions of he Cerificaes. In addiion, invesors should pay paricular aenion o he following poins: Page 3

4 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 (i.e., he change beween wo subsequenly following closing prices of he Share) in relaion o he Share 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 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 double 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 due o he Index concep of he Unlimied Facor 2 BEAR Index Cerificaes he Index is composed of a so-called leverage componen and an ineres componen. Leverage componen: When calculaing he Index, he leverage componen reflecs he sale (shor posiion) of he Share wih a double leverage effec on he leverage componen. A price loss in relaion o he Share as compared o is closing price on he preceding day will lead o a double 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 20%; if he price of he Share as compared o he previous day increases by 10%, he value of he leverage componen will fall by 20%. However, invesors should noe ha he calculaion of he Index will be influenced by he daily price performance of he Share 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 price of he Share a he ime of he issue of he Cerificaes and he price of he Share on he relevan Valuaion Dae is of no relevance. he following phenomena may occur in ha regard: If he price of he Share consisenly increases from, for insance, NOK 100 over 10 days by NOK 1 o NOK 110, he price gain in relaion o he Share will be 10%, while he value of he leverage componen will no have fallen by 20%, bu insead by only 17.58%. If he price of he Share consisenly decreases by NOK 1 o NOK 90, he value of he leverage componen will no have increased by 20%, bu insead by 23.05%. If he price of he Share moves in differen direcions afer he issue dae 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 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 Share will only have a moderae effec on he recovery of he Index. Ineres componen: he ineres componen resuls from he invesmen in a risk-free money marke insrumen (NIBOR /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 NIBOR /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. Page 4

5 REPO rae he REPO rae is o ake accoun of he fac ha he Index Calculaion Agen incurs coss when concluding repurchase agreemens in relaion o securiies ransacions resuling from he shor posiion (leverage componen) of he index sraegy. he iniial REPO rae shall be 0.75% p.a. (on he basis of a year comprising 360 days). Invesors should noe ha hese coss could subsanially deviae from he ones which could be observed in he marke. he Index Calculaion Agen is eniled o adjus he REPO rae on each REPO Adjusmen Dae and apply he adjused rae from ha ime onwards as deailed in he respecive index descripion aached o he erms and Condiions of he Cerificaes (each an "Index Descripion"). he REPO rae is no limied. Consequenly, and under disadvanageous circumsances he REPO rae may increase subsanially. his would resul in a negaive ineres componen for hese days, so ha he loss in he ineres componen could exceed any increase in he value of he leverage componen. Invesors should noe ha under such scenario he Index will decrease despie a price loss of he Share. "Unlimied" Cerificaes; exercise requiremen; sale of he Cerificaes I is a feaure of hese Cerificaes ha no auomaic paymen of he Redempion Amoun per Cerificae represened by hem is scheduled a any ime during he erm of he Cerificaes. Any paymen of he Redempion Amoun is coningen upon eiher (i) he Cerificaeholder submis a redempion noice o he paying agen designaed pursuan o he erms and Condiions of he Cerificaes in order o aain a redempion of he Cerificaes or (ii) he Issuer erminaes he Cerificaes by virue of an ordinary or exraordinary erminaion noice, all in accordance wih he erms and Condiions of he Cerificaes. In he absence of submiing a redempion noice by he Cerificaeholder or erminaion by he Issuer, here can be no guaranee ha he invesor will receive he Redempion Amoun represened by he Cerificaes. Since i is uncerain wheher he Issuer will erminae he Cerificaes, he Cerificaeholder will be forced volunarily o submi a redempion noice o he paying agen in accordance wih he erms and Condiions of he Cerificaes if he inends o receive he Redempion Amoun represened by he Cerificae. However, invesors should noe ha he Issuer, despie he Cerificaes being referred o as "Unlimied", is eniled o he erminaion righs described above. ha means ha he Issuer is able o limi he erm of he Cerificaes, which is iniially indefinie, and may exercise is erminaion righ a a ime ha migh be unfavourable from he invesor's poin of view because he invesor expecs a furher price increase in relaion o he Index underlying he Cerificaes a ha ime. 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 erms and Condiions of he Cerificaes). 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. Unlimied Facor 2 BEAR Indices are no esablished indices When evaluaing he Cerificaes, invesors mus ake ino accoun ha he respecive Index is no an index ha has been esablished in he marke. Insead, he main reason why Commerzbank Akiengesellschaf calculaes he respecive Index is so ha i may serve as a reference for he Cerificaes underlying hese erms and Condiions of he Cerificaes. Page 5

6 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 an Index Fee Invesors mus noe ha he Index level includes an Index Fee of % of he Index level per calendar day (0.7% p.a.) for he managemen and calculaion of he Index. he Index Fee will be deduced daily during he calculaion of he Index. his 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 Index Fee will reinforce he negaive price performance of he Index. Generally, he deducion of he Index Fee will resul in a reducion of he value of he Index and, hus, he Cerificaes. No regular income he Cerificaes represen neiher a claim o ineres nor dividend paymens and hus do no generae any regular income. his means ha i may no be possible o compensae for poenial value losses associaed wih an invesmen in he Cerificaes hrough income generaed in connecion herewih. Cerificaes are unsecured obligaions (Saus) he obligaions under he Cerificaes consiue direc, uncondiional and unsecured obligaions of he Issuer and, unless oherwise provided by applicable law, rank a leas pari passu wih all oher unsecured and unsubordinaed obligaions of he Issuer. hey 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 (Einlagensicherungs- und Anlegerenschädigungsgesez). his 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 Share Cerificaes relaing o shares (as index componens) are associaed wih paricular risks beyond he Issuer's conrol, such as he risk ha he company issuing he Share will be rendered insolven, he risk ha he price of he Share will flucuae or risks ha occur in relaion o dividend paymens by he company issuing he Share. he performance of a share depends o a very significan exen on developmens on he capial markes, which in urn depend on he general global economic siuaion and more 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 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. his may resul in a oal or parial loss in relaion o he Page 6

7 value of a share. he 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. Holders of cerificaes ha are linked o shares, unlike invesors which direcly inves in he shares, do no receive dividends or oher disribuions payable o he holders of he underlying shares. If he Index underlying he Cerificaes consiss of securiies in lieu of shares (e.g. American Deposiary Receips ("ADRs") or Global Deposiary Receips ("GDRs"), ogeher "Deposiary Receips"), addiional risks migh occur. ADRs are securiies issued in he Unied Saes of America ha ake he form of paricipaion cerificaes in relaion o a porfolio of shares held in he home counry of he issuer of he underlying shares ouside he Unied Saes. GDRs are also securiies ha ake he form of paricipaion cerificaes in relaion o a porfolio of shares held in he home counry of he issuer of he underlying shares. hey normally differ from he paricipaion cerificaes referred o as ADRs in ha hey are publicly offered and/or issued ouside he Unied Saes of America. Each Deposiary Receip represens one or more shares or a fracion of a securiy in a foreign corporaion. In he case of boh ypes of Deposiary Receip, he legal owner of he underlying share is he deposiary bank, which also acs as he issuing agen of he Deposiary Receips. Depending on he jurisdicion in which he Deposiary Receips were issued and he laws by which he deposiary conrac is governed, i canno be ruled ou ha he holder of he Deposiary Receips may no be recognised as he acual beneficial owner of he underlying shares in he relevan jurisdicion. Paricularly in he case ha he deposiary bank becomes insolven and/or deb enforcemen proceedings are iniiaed wih regard o i, he relevan underlying shares may be subjeced o disposal resricions and/or uilised commercially in he conex of deb enforcemen measure underaken agains he deposiary bank. In ha case, he relevan holder will forfei he righs in he underlying shares represened by he relevan Deposiary Receip. his means ha he Deposiary Receip as underlying of he Index o which he Cerificaes relae will be rendered worhless. he Cerificaes will also be rendered worhless. In such a scenario, he invesor faces a risk of oal loss subjec o a possible uncondiional minimum repaymen amoun or oher (parial) capial proecion. I mus also be aken ino accoun ha he deposiary bank may sop offering Deposiary Receips a any ime and ha, in ha case or if he deposiary bank becomes insolven, he issuer of hese Cerificaes will, subjec o more deailed provisions se ou in he erms and Condiions of he Cerificaes, be eniled o adjus he erms and Condiions of he Cerificaes and/or erminae he Cerificaes. Page 7

8 GENERAL INFORMAION his documen conains he Final erms of he Cerificaes described herein and mus be read in conjuncion wih he Base Prospecus daed 20 Sepember 2010, as supplemened from ime o ime (he "Base Prospecus"). Full informaion on he Issuer and he offer of he Cerificaes is only available on he basis of a combinaion of hese Final erms, he Base Prospecus and supplemens hereo, if any. Prospecive purchasers of he Cerificaes are advised o read he complee Base Prospecus including he chaper on "Risk Facors" and o seek heir own advice (including ax consulans and accoun holding bank) before reaching an invesmen decision. Prospecus liabiliy Commerzbank Akiengesellschaf (he "Issuer", he "Bank" or "Commerzbank", ogeher wih is consolidaed subsidiaries "Commerzbank Group" or he "Group") wih is regisered office a Frankfur am Main, Federal Republic of Germany, acceps responsibiliy for he informaion conained in his Final erms. he Issuer hereby declares ha he informaion conained in hese Final erms is, o he bes of is knowledge, in accordance wih he facs and conains no maerial omission. he Issuer has aken all reasonable care o ensure ha such is he case, he informaion conained in hese Final erms is, o he bes of is knowledge, in accordance wih he facs and conains no omission likely o affec is impor. No person is or has been auhorized by he Issuer o give any informaion or o make any represenaion no conained in or no consisen wih hese Final erms or any oher informaion supplied in connecion wih hese Final erms, he Cerificaes and, if given or made, such informaion or represenaion mus no be relied upon as having been auhorized by he Issuer. he informaion conained herein relaes o he dae of he Final erms and may have become inaccurae and/or incomplee as a resul of subsequen changes. Availabiliy of Documens he Base Prospecus daed 20 Sepember 2010 and any supplemens hereo and hese Final erms will be made available in elecronic form on he websie of Commerzbank Akiengesellschaf a Hardcopies of he Base Prospecus may be requesed free of charge from he Issuer's head office (Kaisersraße 16 (Kaiserplaz), Frankfur am Main, Federal Republic of Germany). Furhermore, he Aricles of Associaion of Commerzbank Akiengesellschaf (as amended), he Financial Saemens and Managemen Repors of Commerzbank Akiengesellschaf as well as he Annual Repors of he Commerzbank Group for he financial years of 2009 and 2010 (audied) and he Inerim Repor of he Commerzbank Group for he period ended 30 June 2011 (reviewed) will be available for inspecion a he Issuer's head office (Kaisersraße 16 (Kaiserplaz), Frankfur am Main, Federal Republic of Germany) or for elecronic viewing a for a period of welve monhs following he dae of he Base Prospecus. Offer and Sale Commerzbank publicly offers in he Kingdom of Norway from 18 Augus 2011 Unlimied Facor 2 BEAR Index Cerificaes (he "Cerificaes") each wih an issue size of 500,000 a an iniial issue price of NOK per Cerificae. Page 8

9 Characerisics ISIN of he Cerificaes DE000CZ33X01 DE000CZ33X43 DE000CZ33X84 DE000CZ33Y26 Index referring o BEAR YARA X2 C index relaing o he Yara Inernaional ASA share BEAR MHG X2 C index relaing o he Marine Harves share BEAR NHY X2 C index relaing o he Norsk Hydro ASA share BEAR SL X2 C index relaing o he Saoil ASA share Calculaion Agen In cases requiring calculaion, Commerzbank acs as he Calculaion Agen. Securiisaion he Cerificaes will be issued in demaerialised form and will only be evidenced by book enries in he sysem of he Norwegian Cenral Securiies Deposiary VPS ASA, P.O. Box 4, 0051, Oslo, for regisraion of securiies and selemen of securiies ransacions in accordance wih he Norwegian Securiies Regiser Ac (lov om regisrering av finansielle insrumener juli nr. 64). here will be neiher global bearer cerificaes nor definiive cerificaes. Minimum rading Uni One (1) Cerificae Lising he admission for lising of he Cerificaes on he Nordic Derivaives Exchange Oslo has been applied. Firs day of lising is expeced o be 18 Augus Paymen Dae 23 Augus 2011 Informaion regarding he Index he asse underlying he Cerificaes is he Index as deailed in he aachmen o he erms and Condiions of he Cerificaes, as deermined by Commerzbank Akiengesellschaf. he Index will be permanenly calculaed on each Index Calculaion Day and published on he inerne page axaion All presen and fuure axes, fees or oher duies in connecion wih he Cerificaes shall be borne and paid by he Cerificaeholders. he 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. Page 9

10 ERMS AND CONDIIONS OF HE CERIFICAES 1 FORM 1. he Srucured Cerificaes (he "Cerificaes") issued by Commerzbank Akiengesellschaf, Frankfur am Main, Federal Republic of Germany (he "Issuer") will be issued in demaerialised regisered form and will only be evidenced by book enries in he sysem of he Norwegian Cenral Securiies Deposiary VPS ASA, P.O. Box 4, 0051, Oslo, ( VPS ) for regisraion of securiies and selemen of securiies ransacions (he Clearing Sysem ) in accordance wih he Norwegian Securiies Regiser Ac (lov om regisrering av finansielle insrumener juli nr. 64). here will be neiher global bearer securiies nor definiive securiies and no physical noes will be issued in respec of he Cerificaes. Cerificaes issued hrough he Norwegian CSD mus comply wih he Norwegian Securiies rading Ac, and he procedures applicable o and/or issued by VPS from ime o ime and as amended from ime o ime. 2. ransfers of he ile o he Cerificaes and oher regisraion measures shall be made in accordance wih he Norwegian Securiies Regiser Ac (lov om regisrering av finansielle insrumener juli nr. 64), he regulaions, rules and operaing procedures applicable o and/or issued by VPS (he Norwegian CSD Rules ). 3. he erm "Cerificaeholder" in hese erms and Condiions refers o any person ha is regisered on a VPS-accoun as holder of a Cerificae or, where applicable, any oher person acknowledged as he holder pursuan o he Norwegian CSD Rules. For nominee regisered Cerificaes he auhorised nominee shall be considered o be he Cerificaeholder. he Issuer shall be eniled o obain informaion from VPS in accordance wih he Norwegian CSD Rules. Excep as ordered by a cour of compeen jurisdicion or as required by law, he Cerificaeholder of any Cerificae shall be deemed o be and may be reaed as is absolue owner for all purposes, wheher or no i is overdue and regardless of any noice of ownership, rus or an ineres in i and no person shall be liable for so reaing he holder. 4. he Issuer reserves he righ o issue from ime o ime wihou he consen of he Cerificaeholders addiional ranches of Cerificaes wih subsanially idenical erms, so ha he same shall be consolidaed o form a single series and increase he oal volume of he Cerificaes. he erm "Cerificaes" shall, in he even of such consolidaion, also comprise such addiionally issued Cerificaes. 2 DEFINIIONS For he purposes of hese erms and Condiions, he following definiions shall apply (subjec o an adjusmen in accordance wih 6): "Index" means for each series of Cerificaes he Index as se ou in he following able. he share underlying an Index shall hereinafer be referred o as a "Share". he Index concep is deailed in he respecive index descripion which is aached o hese erms and Condiions (each an "Index Descripion"). ISIN of he Cerificaes DE000CZ33X01 DE000CZ33X43 DE000CZ33X84 DE000CZ33Y26 Index referring o BEAR YARA X2 C index relaing o he Yara Inernaional ASA share BEAR MHG X2 C index relaing o he Marine Harves share BEAR NHY X2 C index relaing o he Norsk Hydro ASA share BEAR SL X2 C index relaing o he Saoil ASA share "Index Calculaion Day" means any day on which he level of he Index is usually deermined and published by he Index Calculaion Agen. Page 10

11 "Index Calculaion Agen" and "Index Sponsor", respecively, means Commerzbank Akiengesellschaf. "Marke Disrupion Even" means (i) a suspension or limiaion of rading in he Share on he sock exchange or he rading sysem he prices of which are used for deermining he Index, or (ii) he non-deerminaion of he Norwegian Inerbank Offered Rae (omorrow/nex) (NIBOR /N), provided ha any such suspension or limiaion or non-deerminaion is maerial in he reasonable discreion of he Issuer (billiges Ermessen) ( 315 of he German Civil Code (BGB)) for he evaluaion of he Cerificaes and he fulfilmen of is obligaions under he Cerificaes. he exisence of a Marke Disrupion Even shall be announced in accordance wih 11. 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 respecive 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. "Mauriy Dae" means he enh Paymen Business Day following he relevan Redempion Dae. "Muliplier" shall be 1.0. "Paymen Business Day means a day (oher han a Saurday or Sunday) on which commercial banks and foreign exchange markes in Oslo and Frankfur am Main and he Clearing Sysem sele paymens in NOK. "Reference Price" means he closing level of he Index deermined and published by he Index Sponsor on an Index Calculaion Day (Official Index Closing Level). "NOK" means Norwegian Kroner. "Valuaion Dae" means he relevan Redempion Dae. If on he Valuaion Dae a Marke Disrupion Even wih respec o he Index occurs, he Valuaion Dae shall be posponed o he nex following Index Calculaion Day on which a Marke Disrupion Even wih respec o he Index does no occur. If, according o he before-menioned, he Valuaion Dae is posponed o he fifh Index Calculaion Day prior o he Mauriy Dae and if also on such day a Marke Disrupion Even wih respec o he Index occurs, hen he Issuer shall esimae he Reference Price in is reasonable discreion (billiges Ermessen) ( 315 of he German Civil Code (BGB)), and in consideraion of he prevailing marke condiions on such day and make a noificaion hereof in accordance wih MAURIY 1. Subjec o provision of 4, each Cerificaeholder has he righ o reques from he Issuer, wih effec as of a Redempion Dae and in accordance wih he following paragraphs, paymen of he Redempion Amoun on he Mauriy Dae. 2. Each Cerificae is redeemed a he Redempion Amoun. he "Redempion Amoun" shall be an amoun per Cerificae (commercially rounded, if necessary, up or down o he neares NOK 0.01) equal o he produc of he Reference Price of he Index on he respecive Valuaion Dae expressed in NOK and he Muliplier. For he purposes of calculaions made in connecion wih hese erms and Condiions, one poin of he Index level shall be equal o NOK Page 11

12 3. In order o validly call he cerificaes for redempion wih respec o a Redempion Dae he Cerificaeholder shall insruc he accoun holding bank no laer han 20 Paymen Business Day prior o he requesed Redempion Dae o i. deliver a wrien redempion noice (he "Noice") o he Paying Agen in he form available a he Paying Agen or by providing all informaion and saemens requesed herein; ii. deliver he Cerificaes by crediing he Cerificaes o he accoun of he Paying Agen wih he Clearing Sysem. he Noice shall be binding and irrevocable. A Noice submied wih regard o a specific Redempion Dae shall be void if i is received afer he end of he 20h Paymen Business Day prior o he relevan Redempion Dae or if he Cerificaes o which a Noice relaes are no delivered or no delivered on ime o he Paying Agen. Any Noices ha are deemed void in accordance wih he preceding senence shall no be reaed as Noices relaing o a laer Redempion Dae. If he number of Cerificaes saed in he Noice, for which redempion is requesed, differs from he number of Cerificaes ransferred o he Paying Agen, he Noice shall be deemed submied only wih regard o he smaller number of Cerificaes. Any excess Cerificaes shall be re-ransferred for he cos and he risk of he Cerificaeholder o he accoun holding bank. "Redempion Dae" means subjec o paragraph 3 any las Paymen Business Day in he monhs of March, June, Sepember and December of each year commencing as of Sepember Following he valid submission of Cerificaes for redempion, he Issuer shall ensure ha he Redempion Amoun is made available o he Paying Agen, which shall in urn ransfer such amoun o an accoun of he accoun-holding bank for forwarding on o he Cerificaeholders. Upon ransfer of he Redempion Amoun o an accoun of he accoun-holding bank for forwarding on o he Cerificaeholders, all righs in connecion wih he redeemed Cerificaes shall expire. 4 ORDINARY ERMINAION BY HE ISSUER; REPURCHASE 1. he Issuer shall be eniled, in each wih effec o he las Paymen Business Dae of each monh, for he firs ime wih effec as of 30 Sepember 2011 (each an "Ordinary erminaion Dae"), o ordinarily erminae he Cerificaes in whole bu no in par (he "Ordinary erminaion"). 2. Any such Ordinary erminaion mus be announced a leas 28 days prior o he Ordinary erminaion Dae in accordance wih 11. Such announcemen shall be irrevocable and mus sae he Ordinary erminaion Dae. 3. In he case of an Ordinary erminaion each Cerificaeholder shall receive a paymen per Cerificae as deermined in accordance wih he provisions of 3 paragraph 2 and paragraph 4; in his regard, he Ordinary erminaion Dae shall in all respecs supersede he Redempion Dae. 4. he righ of he Cerificaeholders o reques redempion of he Cerificaes wih effec as of he Redempion Daes preceding he relevan Ordinary erminaion Dae shall no be affeced by such Ordinary erminaion by he Issuer in accordance wih his he 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 or resold. Page 12

13 5 PAYMENS 1. All amouns payable pursuan o hese erms and Condiions shall be made o he Paying Agen, subjec o he provision ha he Paying Agen ransfers such amouns o he Clearing Sysem on he daes saed in hese erms and Condiions so ha hey may be credied o he accouns of he relevan cusodian banks and hen forwarded on o he Cerificaeholders. 2. 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 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. 3. All paymens are subjec in all cases o any applicable fiscal or oher laws, regulaions and direcives. 6 ADJUSMENS; EXRAORDINARY ERMINAION RIGH OF HE ISSUER 1. he Issuer is eniled o appoin in is reasonable discreion (billiges Ermessen) ( 315 of he German Civil Code (BGB)) anoher person, company or insiuion as he new Index Calculaion Agen (he "Successor Index Calculaion Agen"). Such appoinmen shall be noified pursuan o 11. Any reference made o he Index Calculaion Agen in hese erms and Condiions shall, if he conex so admis, hen refer o he Successor Index Calculaion Agen. 2. If a any ime he Index is cancelled or replaced, he Issuer will deermine in is reasonable discreion (billiges Ermessen) ( 315 of he German Civil Code (BGB)) anoher index on he basis of which he Redempion Amoun will be deermined (he "Successor Index"). he respecive Successor Index as well as he ime of is firs applicaion will be noified pursuan o 11. Any reference made o he Index in hese erms 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 erms and Condiions resuling from a subsiuion of he Index. 3. In he case ha he occurrence of an Adjusmen Even wih respec o he Share conained in he Index has a maerial effec on he price of he Index, he Issuer shall be eniled o make adjusmens o hese erms and Condiions in is reasonable discreion ( 315 of he German Civil Code (BGB)) and give noificaion pursuan o 11. Such adjusmens shall become effecive on he dae on which he occurrence of he Adjusmen Even wih respec o he Share has is effec on he price of he Index. "Adjusmen Even" means: a) he subsiuion of he Index by a Successor Index pursuan o paragraph 2; b) any of he following acions aken by he company issuing he Share (he "Company"): capial increases hrough issuance of new shares agains capial conribuion and issuance of subscripion righs o he shareholders, capial increases ou of he Company s reserves, issuance of securiies wih opion or conversion righs relaed o he Share, disribuions of ordinary dividends, disribuions of exraordinary dividends, sock splis or any oher spli, consolidaion or aleraion of caegory; c) a spin-off of a par of he Company in such a way ha a new independen eniy is formed, or ha he spun-off par of he Company is absorbed by anoher eniy; d) he adjusmen of opion or fuures conracs relaing o he Share on he Fuures Exchange or he announcemen of such adjusmen; e) 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 Page 13

14 buying, or oherwise acquiring or obaining a righ o buy more han 10% of he ousanding shares of he 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; f) he erminaion of rading in, or early selemen of, opion or fuures conracs relaing o he Share on he Fuures Exchange or he announcemen of such erminaion or early selemen; g) he becoming known of he inenion of he Company or of he exchange on which he respecive Share is raded (provided ha he quoaions of he prices of he Share on such exchange are aken for he calculaion of he Index) (he "Relevan Exchange") o erminae he lising of he 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 Share a he Relevan Exchange or he announcemen of he Relevan Exchange ha he lising of he Share a he Relevan Exchange will erminae immediaely or a a laer dae and ha he 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; h) 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; i) a procedure is inroduced or ongoing pursuan o which all shares or he subsanial asses of he Company are or are liable o be naionalized or expropriaed or oherwise ransferred o public agencies, auhoriies or organizaions; j) he applicaion for insolvency proceedings or for comparable proceedings wih regard o he asses of he Company according o he applicable law of such company; or k) any oher even being economically comparable o he afore-menioned evens wih regard o heir effecs. "Fuures Exchange" refers o he exchange wih he larges rading volume in fuures and opions conracs in relaion o he Share. If no fuures or opions conracs in relaion o he Share are raded on any exchange, he Fuures Exchange shall be he exchange wih he larges rading volume in fuures and opions conracs in relaion o shares of companies whose regisered office is in he same counry as he regisered office of he Company. If here is no fuures and opions exchange in he counry in which he Company has is regisered office on which fuures and opions conracs in relaion o he Share are raded, he Issuer shall deermine he Fuures Exchange in is reasonable discreion (billiges Ermessen) ( 315 of he German Civil Code (BGB)) and shall announce is choice in accordance wih If (i) in he case of paragraph 1 in he reasonable discreion of he Issuer (billiges Ermessen) ( 315 of he German Civil Code (BGB)) he Successor Index Calculaion Agen is no qualified or (ii) he deerminaion of a Successor Index in accordance wih he paragraph 2 is no possible or is unreasonable (unzumubar) for he Issuer or (iii) if he Successor Index Calculaion Agen maerially modifies he calculaion mehod of he Index wih effec on or afer he firs issue dae of he Cerificaes, or maerially modifies he Index in any oher way (excep for modificaions which are conemplaed in he calculaion mehod of he Index relaing o a change wih respec o he Index componens, he marke capialisaion or wih respec o any oher rouine measures), hen he Issuer is eniled o (a) coninue he calculaion and publicaion of he Index on he basis of he former concep of he Index and is las deermined level or (b) erminae he Cerificaes premaurely on he exraordinary erminaion dae (he "Exraordinary erminaion Dae") wih a prior noice of seven Paymen Business Days in accordance wih 11. Any erminaion in par shall be excluded. Page 14

15 5. In he case of an early erminaion of he Cerificaes pursuan o paragraph 4 he Cerificaes shall be redeemed on he Exraordinary erminaion Dae a he exraordinary erminaion amoun (he "Exraordinary erminaion Amoun") which shall be calculaed by he Issuer in is reasonable discreion (billiges Ermessen) ( 315 of he 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 (billiges Ermessen) ( 315 of he German Civil Code (BGB)) for hedging measures in relaion o he assumpion and fulfilmen of is obligaions under he Cerificaes (he "Hedging ransacions"). When deermining he Exraordinary erminaion Amoun, he Issuer may ake ino accoun expenses for ransacions ha were required for winding up he Hedging ransacions in he Issuer's reasonable discreion (billiges Ermessen) ( 315 of he German Civil Code (BGB)) as deducible iems. he Issuer shall pay he Exraordinary erminaion Amoun o he Cerificaeholders no laer han he enh Paymen Business Day following he Exraordinary erminaion Dae o he Clearing Sysem for crediing he accouns of he deposiors of he Cerificaes wih he Clearing Sysem. he righs in connecion wih he Cerificaes shall expire upon he paymen of he Exraordinary erminaion Amoun o he Clearing Sysem. 7 AXES All presen and fuure axes, fees or oher duies in connecion wih he Cerificaes shall be borne and paid by he Cerificaeholders. he 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. 8 SAUS he 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). 9 PAYING AGEN 1. Nordea Bank Norge ASA, Posboks 1166 Senrum, 0107 Oslo, shall be he paying agen (he "Paying Agen"). 2. he Issuer shall be eniled a any ime o appoin anoher bank of inernaional sanding as Paying Agen. Such appoinmen and he effecive dae shall be noified in accordance wih he Paying Agen is hereby graned exempion from he resricions of 181 of he German Civil Code (BGB) and any similar resricions of he applicable laws of any oher counry. 10 SUBSIUION OF HE ISSUER 1. Any oher company may assume a any ime during he life of he Cerificaes, subjec o paragraph 2, wihou he Cerificaeholders' consen all he obligaions of he Issuer under hese erms and Condiions. Any such subsiuion and he effecive dae shall be noified by he Issuer in accordance wih 11. 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 Page 15

16 hese erms 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 10, each previous New Issuer) shall be released from is obligaions hereunder and from is liabiliy as obligor under he Cerificaes. In he even of such subsiuion, any reference in hese erms and Condiions o he Issuer shall from hen on be deemed o refer o he New Issuer. 2. No such assumpion shall be permied unless a) he New Issuer has agreed o assume all obligaions of he Issuer under he Cerificaes pursuan o hese erms and Condiions; b) 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; c) 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 obligaions under he Cerificaes pursuan o hese erms and Condiions; d) 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. 3. Upon any subsiuion of he Issuer for a New Issuer, his 10 shall apply again. 11 NOICES Noices relaing o he Cerificaes shall be published in he elecronic version of he Federal Gazee (Bundesanzeiger) and shall be deemed o be effecive upon such publicaion unless such publicaion gives anoher effecive dae. If he Cerificaes are offered o he public, noices relaing o he Cerificaes shall in addiion be published on he inerne page (or on anoher inerne page noified a leas six weeks in advance by he Issuer in accordance wih his 11). 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. 12 LIMIAION OF LIABILIY he Issuer shall be held responsible for acing or failing o ac in connecion wih he Cerificaes only if, and insofar as, i eiher breaches maerial obligaions under or in connecion wih he erms and Condiions negligenly or wilfully or breaches oher obligaions wih gross negligence or wilfully. he same applies o he Paying Agen. 13 FINAL CLAUSES 1. he Cerificaes and he righs and duies of he Cerificaeholders, he Issuer, he Paying Agen and he Guaranor (if any) shall in all respecs be governed by he laws of he Federal Republic of Germany excep for 1 paragraph 1 o 3 of he erms and Condiions which shall be governed by he laws of he Kingdom of Norway. Page 16

17 2. In he even of manifes yping or calculaion errors or similar manifes errors in he erms and Condiions, he Issuer shall be eniled o declare rescission (Anfechung) o he Cerificaeholders. he declaraion of rescission shall be made wihou undue delay upon becoming aware of any such ground for rescission (Anfechungsgrund) and in accordance wih 11. Following such rescission by he Issuer, he Cerificaeholders may insruc he accoun holding bank o submi a duly compleed redempion noice o he Paying Agen, eiher by filling in he relevan form available from he Paying Agen or by oherwise saing all informaion and declaraions required on he form (he "Redempion Noice"), and o reques repaymen of he Issue Price agains ransfer of he Cerificaes o he accoun of he Paying Agen wih he Clearing Sysem. he Issuer shall make available he Issue Price o he Paying Agen wihin 30 calendar days following receip of he Redempion Noice and of he Cerificaes by he Paying Agen, whichever receip is laer, whereupon he Paying Agen shall ransfer he Issue Price o he accoun specified in he Redempion Noice. Upon paymen of he Issue Price all righs under he Cerificaes delivered shall expire. 3. he Issuer may combine he declaraion of rescission pursuan o paragraph 2 wih an offer o coninue he Cerificaes on he basis of correced erms and Condiions. Such an offer and he correced provisions shall be noified o he Cerificaeholders ogeher wih he declaraion of rescission in accordance wih 11. Any such offer shall be deemed o be acceped by a Cerificaeholder (and he rescission shall no ake effec), unless he Cerificaeholder requess repaymen of he Issue Price wihin four weeks following he dae on which he offer has become effecive in accordance wih 11 by delivery of a duly compleed Redempion Noice via he accoun holding bank o he Paying Agen and by ransfer of he Cerificaes o he accoun of he Paying Agen wih he Clearing Sysem pursuan o paragraph 2. he Issuer shall refer o his effec in he noificaion. 4. "Issue Price" wihin he meaning of paragraphs 2 and 3 shall be he acual purchase price paid a he ime of he firs purchase of he Cerificaes delivered for repaymen, or (if no purchase price for he firs purchase of he Cerificaes can be deermined) he iniial issue price as se forh in he applicable Final erms relaing o he Base Prospecus daed 20 Sepember Conradicory or incomplee provisions in he erms and Condiions may be correced or amended, as he case may be, by he Issuer in is reasonable discreion (billiges Ermessen) ( 315 of he German Civil Code (BGB)). he Issuer, however, shall only be eniled o make such correcions or amendmens which are reasonably accepable o he Cerificaeholders having regard o he ineress of he Issuer and in paricular which do no maerially adversely affec he legal or financial siuaion of he Cerificaeholders. Noice of any such correcion or amendmen shall be given o he Cerificaeholders in accordance wih If he Cerificaeholder was aware of yping or calculaion errors or similar errors a he ime of he acquisiion of he Cerificaes, hen, nowihsanding paragraphs 2 o 5, he Cerificaeholders can be bound by he Issuer o he correced erms and Condiions. 7. Should any provision of hese erms and Condiions be or become void in whole or in par, he oher provisions shall remain in force. he void provision shall be replaced by a valid provision ha reflecs he economic inen of he void provision as closely as possible in legal erms. In hose cases, however, he Issuer may also ake he seps described in paragraphs 2 o 5 above. 8. Place of performance is Frankfur am Main. 9. Place of jurisdicion for all dispues and oher proceedings in connecion wih he Cerificaes for merchans, eniies of public law, special funds under public law and eniies wihou a place of general jurisdicion in he Federal Republic of Germany is Frankfur am Main. In such a case, he place of jurisdicion in Frankfur am Main shall be an exclusive place of jurisdicion. 10. he English version of hese erms and Condiions shall be binding. Any ranslaion is for convenience only. Page 17