AGATE ASSETS S.A. Société Anonyme. Annual accounts for the year ended December 31, 2014 (with the report of Réviseur d Entreprises agréé thereon)

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1 Annual accounts for the year ended December 31, 2014 (with the report of Réviseur d Entreprises agréé thereon) R.C.S. Luxembourg: B Share Capital: Registered office 28-32, Place de la Gare L-1616 Luxembourg

2 KPMG Luxembourg, Societe cooperative 39, Avenue John F. Kennedy L-1855 Luxembourg Tel. : Fax: info@kpmg.lu Internet: To the Board of Directors of Agate Assets S.A , Place de la Gare L-1616 Luxembourg Report on the annual accounts REPORT OF THE REVIS D'ENTREPRISES AGREE Following our appointment by the Board of Directors, we have audited the accompanying annual accounts of Agate Assets S.A., which comprise the balance sheet as at 3 I December 2014 and the profit and loss account for the year then ended, and a summary of significant accounting policies and other explanatory information. Board of Directors ' responsibility for the annual accounts The Board of Directors is responsible for the preparation and fair presentation of these annual accounts in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts, and for such internal control as the Board of Directors determines is necessary to enable the preparation of annual accounts that are free from material misstatement, whether due to fraud or error. Responsibility of the Reviseur d 'Entreprises agree Our responsibility is to express an opinion on these annual accounts based on our audit. We conducted our audit in accordance with International Standards on Auditing as adopted for Luxembourg by the Commission de Surveillance du Secteur Financier. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the annual accounts are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the annual accounts. The procedures selected depend on the judgement of the Reviseur d'entreprises agree, including the assessment of the risks of material misstatement of the annual accounts, whether due to fraud or error. In making those risk assessments, the Reviseur d'entreprises agree considers internal control relevant to the entity' s preparation and fair presentation of the annual accounts in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors, as well as evaluating the overall presentation of the annual accounts. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion. KPMG Luxembourg, Soc1ete cooperative, a Luxembourg entity and a TV.A. LU member fffm of the KPMG network of independent member firms R.C.S. Luxembourg B affiliated with KPMG Jnternauonal Cooperative ("KPMG International"). a Swiss entity.

3 Basisfor Qualified Opinion Agate Assets S.A. Compartment SO 15 disclosed the "facility agreement" with HPS S.P.A. (the Borrower) under the heading "Other loans" amounting to 15 nrn. We were unable to obtain sufficient audit evidence about the recoverability of this asset due to information on potential fraud involving HPS S.P.A. prevailed after the reporting date 31 December Legal steps have been taken. No further information has been brought to our attention. Consequently, we are unable to determine whether any adjustment to this amount was necessary. As disclosed in note 1 1, the interest accrual as of 3 1 December 2013 was netted off with interest income for the financial year under review. Qualified Opinion In our opinion, except for the possible effects of the matter described in the Basis for Qualified Opinion paragraph, the annual accounts give a true and fair view of the financial position of Agate Assets S.A. as of 31 December 2014, and of the results of its operations for the year then ended in accordance with Luxembourg legal and regulatory requirements relating to the preparation of the annual accounts. Report on other legal and regulatory requirements The management report, including the corporate governance statement, which is the responsibility of the Board of Directors, is consistent with the annual accounts and includes the information required by the law with respect to the Corporate Governance Statement. Luxembourg, 13 May 2015 KPMG Luxembourg Societe cooperative Cabinet de revision agree W. Ernst

4 Table of content Pages Management and administration... 3 Management report... 6 Global Statement Combined balance sheet Combined profit and loss account of the Company Notes to the annual accounts

5 Management and administration For the year ended December 31, 2014 Registered office place de la Gare L-1616 Luxembourg Board of Directors Directors Peter Corner with professional address Commerzbank AG, London Branch 30 Gresham Street London EC2V 7PG United Kingdom Until December 14, 2014 Martijn Sinninghe Damsté with professional address Structured Finance Management (Luxembourg) S.A. 9B, Boulevard Prince Henri L-1724 Luxembourg From December 14, 2014 Danielle Delnoije with professional address Structured Finance Management (Luxembourg) S.A. 9B, Boulevard Prince Henri L-1724 Luxembourg Laurent Bélik With professional address Structured Finance Management (Luxembourg) S.A. 9B, Boulevard Prince Henri L-1724 Luxembourg Issuer AGATE ASSETS S.A. Guarantor (if applicable, as specified in the Final Terms) Commerzbank AG D Frankfurt am Main Germany 3

6 Management and administration For the year ended December 31, 2014 Arranger and Dealer Commerzbank AG, London Branch 30 Gresham Street London EC2V 7PG United Kingdom Trustee Citicorp Trustee Company Limited 14th Floor Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Custodian Agent, Issuing and Paying Agent, Registrar, Exchange Agent and Transfer Agent Société Générale Bank & Trust 11, avenue Emile Reuter L-2420 Luxembourg Domiciliary Agent Société Générale Bank & Trust 11, avenue Emile Reuter L-2420 Luxembourg Principal Paying Agents Société Générale Bank & Trust 11, avenue Emile Reuter L-2420 Luxembourg Compartments Assets Manager and Supplementary Assets Manager Commerzbank AG, London Branch 30 Gresham Street London EC2V 7PG United Kingdom 4

7 Management and administration For the year ended December 31, 2014 Administrative, Corporate Agent Until July 31, 2014 Société Générale Securities Services Luxembourg S.A Place de la gare L-1616 Luxembourg Grand Duchy of Luxembourg Since August 1, 2014 Société Générale Bank & Trust (operational center) Place de la gare L-1616 Luxembourg Grand Duchy of Luxembourg Legal advisers To the Dealer, Arranger, Calculation Agent and Trustee as to English law: Clifford Chance LLP 10 Upper Bank Street London E14 5JJ United Kingdom To the Dealer, Arranger and Calculation Agent as to Luxembourg law: Clifford Chance 2-4, Place de Paris, B.P L-1011 Luxembourg Independent Auditor KPMG Luxembourg Société coopérative Cabinet de révision agréé 39, Avenue John F. Kennedy L-1855 Luxembourg 5

8 Management report For the year ended December 31, 2014 The Board of Directors of Agate Assets S.A. (the Company ) herewith submits its report for the year ended December 31, General The corporate object of the Company is to carry out securisation transactions governed by and under the law dated March 22, 2004 on securitisation, as amended (the "Securitisation Law"). Summary of activities During the period ended at December 31, 2014, ten compartments (S030, S031, S032, S033, S034, S035, S036, S037, S038 and S039) have been created. The movements in non-convertible bonds for the period are as follows: Compartment Issuing Currency Issues/Buy back Nominal Amount in original currency Outstanding Nominal Amount in original currency S S S S S S S S S S The Company did not exercise any research and development activity, neither have had a branch, nor acquire own shares in the period ended December 31,

9 Management report For the year ended December 31, 2014 Risk Considerations Investing in Notes involves certain risks and may be suitable only for investors who have the knowledge and experience in financial and business matters necessary to enable them to evaluate the risks and the merits of an investment in Notes. Prior to making an investment decision, prospective investors should consider carefully, among other things, in light of their own financial circumstances and investment objectives, (i) all the information set forth in this Indicative Term Sheet and, in particular, the risk factors set out below; (ii) all the information set forth in the applicable final terms and conditions; and (iii) all the information set forth in the Definitions. The principal factors that may affect the abilities of the Issuer and Guarantor (if applicable) to fulfil their respective obligations under the Notes are discussed under "Risk Factors" in the Base Prospectus and include risks arising from (i) the Issuer being a special purpose vehicle, (ii) the Noteholder being exposed to the credit risk of, among other things, any Counterparty, the Paying Agents and the Custodian, (iii) factors affecting the Guarantor's creditworthiness and ability to fulfil its obligations, (iv) limitations on a Noteholder's recourse to the Issuer and the Charged Assets and the effect of the Securitisation Act 2004 and Compartments established by the Issuer, (v) the product structure of certain Notes, (vi) modifications, waivers and consents in relation to the Conditions, (vii) taxation on amounts payable to Noteholders, (viii) the lack of an active trading market in the Notes, (ix) investment risks and suitability of the Notes for investors, (x) the Notes being held in clearing systems, and (xi) transfer restrictions on the Notes. Prospective purchasers should make such inquiries as they deem necessary without relying on the Issuer. The Notes are limited recourse in nature and no assets of the Issuer other than the relevant Charged Assets and Supplementary Assets (if applicable) will be available to meet any shortfall, and the claims of the Noteholders as against the Issuer in respect of any such shortfall shall be extinguished. Key features of internal control The Board has overall responsibility for the Company s internal control and for achieving its effectiveness. This system of internal control is designed to manage, rather than eliminate, risk of failure to achieve business objectives and can only provide reasonable and not absolute assurance against material misstatement or loss. The company operates a management structure with clear delegated authority levels and clear functional reporting lines and accountability. All relevant decisions are subject to appropriate authorization procedures. The Board monitors financial and 7

10 operational performance and compliance controls on a continuing basis and identifies and responds to business risks as they arise. Significant direct and indirect shareholdings The company has a sole shareholder which is The Agate Assets Charitable Trust, a charitable trust established under the laws of Jersey acting through its trustee Sanne Trustee Services Limited with registered office at 13 Castle Street, St Hélier, Jersey. Special control and voting rights The Shares shall rank pari passu and be identical in all respects, have equal voting rights, dividend and liquidation rights. Each share is entitled to one vote. A shareholder may act at any general meeting, even the annual general meeting of shareholders, by appointing another person as his proxy in writing. Rules governing the appointment and replacement of Board Members The Company must be managed by a Board of Directors consisting of one director of category A (the "A Director") and two (2) directors of category B (the "B Directors", together with the A Director, the "Directors" and each a "Director"), who need not be shareholders. The Directors are appointed by the general meeting of shareholders for a period not exceeding six years and are re-eligible. They may be removed at any time by a resolution of the general meeting of shareholders or by the Sole Shareholder. A director will remain in function until his successor has been appointed. In case a Director is elected without mention of the term of his mandate, he is deemed to be elected for six years from the date of his election. In the event of vacancy of a member of the Board of Directors because of death, retirement, or otherwise, the remaining Directors thus appointed may meet and elect, by majority vote, a Director to fill such vacancy until the next general meeting of shareholders which will be asked to ratify such election. General powers of the board of directors. The Board of Directors is vested with the broadest powers to perform all acts of administration and disposition in the Company's interests. All powers not expressly reserved by law to the general meeting of shareholders fall within the competence of the Board of Directors. The Board of Directors is authorised to transfer, assign and dispose of the assets of the Company in accordance with the Securitisation Law and in such manner as the Board of Directors deems appropriate as well as, for the avoidance of doubt, in accordance with the terms and conditions of the securities issued by the Company in the context of the securitisation of the relevant assets. The Board of Directors may delegate its powers to conduct the daily management and affairs of the Company and the representation of the Company for such daily management and affairs, under such terms and with such powers as the Board of Directors shall determine. The Board of Directors may also confer all powers and special mandates to any persons who need not be Directors, appoint and dismiss all officers and employees and fix their emoluments. It is not foreseen to buy back any issued shares. 8

11 Amendment of Articles of associations Follows the legal requirements in Luxembourg. Board of Directors On December 14, 2014 Martijn Sinninghe Damste retired as Director. From December 14, 2014 on Danielle Delnoije takes over the position of Martijn Sinninghe Damste as Director for Agate Assets S.A. (please refer to page 3 under Management and Administration) Post Balance Sheet Events Since December 31, 2014, one compartment S02 l has been liquidated and seven compartments have been created and activated. No other events have occurred subsequent to year-end, which would have a material impact on the annual accounts as at December 31, Future outlook The Board of Directors does not anticipate any major changes during the coming financial year and expects to continue with its activities. Luxembourg, May 13, 2015 Peter Comer Director 9-~ ik ai~oi/ 9

12 Societe Anonyme Global Statement For the year ended December 31, 2014 To the best of our knowledge, the financial statements prepared in accordance with the applicable set of accounting standards give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company. To the best of our knowledge, the management report includes a fair review of the development and performance of the business and the position of the Company and a description of the principal risks and uncertainties that the Company faces. Luxembourg, May 13, 2015 <y C.---- Peter Comer Director ~~Olik 10

13 Combined balance sheet (expressed in ) Notes 31 December December 2013 ASSETS Fixed Assets Financial fixed Assets Securities held as fixed assets Capitalized loans and receivables Loans Other loans Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand Total Assets LIABILITIES Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities The accompanying notes form an integral part of these annual accounts. 11

14 Combined profit and loss account of the Company For the year ended December 31, 2014 (expressed in ) CHARGES Notes 31 December December 2013 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME Other operating income and fair value adjustments on financial assets Other Interest and other financial income Total Income The accompanying notes form an integral part of these annual accounts. 12

15 Notes to the annual accounts Note 1: Split of the combined balance sheet and profit and loss statement per compartments as at December 31, a) Balance sheet as at December 31, 2014 The balance sheet of the company per compartments is as follows : ASSETS COMBINED COMBINED SA S003 S003 Fixed Assets Financial fixed assets Securities held as fixed assets Capitalized loans and receivables Loans Other loans Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand Total Assets LIABILITIES COMBINED COMBINED SA S003 S003 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

16 ASSETS S004 S004 S005 S005 S005 S005 Fixed Assets Financial fixed assets Securities held as fixed assets Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand Total Assets LIABILITIES S004 S004 S005 S005 S005 S005 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

17 ASSETS S007 S007 S007 S007 S008 S008 S008 S008 Fixed Assets Financial fixed assets Securities held as fixed assets Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand Total Assets LIABILITIES S007 S007 S007 S007 S008 S008 S008 S008 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

18 ASSETS S009 S009 S009 S009 S010 S010 S010 S010 Fixed Assets Financial fixed assets Securities held as fixed assets Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand Total Assets LIABILITIES S009 S009 S009 S009 S010 S010 S010 S010 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

19 ASSETS S011 S011 S011 S011 S012 S012 S012 S012 Fixed Assets Financial fixed assets Securities held as fixed assets Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand Total Assets LIABILITIES S011 S011 S011 S011 S012 S012 S012 S012 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

20 ASSETS S013 S013 S013 S013 S014 S014 S015 S015 Fixed Assets Financial fixed assets Securities held as fixed assets Capitalized loans and receivables Loans Other loans Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand Total Assets LIABILITIES S013 S013 S013 S013 S014 S014 S015 S015 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

21 ASSETS S016 S016 S016 S016 S017 S017 AUD S017 S017 AUD Fixed Assets Financial fixed assets Securities held as fixed assets Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand Total Assets LIABILITIES S016 S016 S016 S016 S017 S017 AUD S017 S017 AUD Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

22 ASSETS S018 S018 CHF S018 S018 CHF S019 S019 Fixed Assets Financial fixed assets Securities held as fixed assets Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand Total Assets LIABILITIES S018 S018 CHF S018 S018 CHF S019 S019 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

23 ASSETS S020 S020 S020 S020 S021 S021 Fixed Assets Financial fixed assets Securities held as fixed assets Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand Total Assets LIABILITIES S020 S020 S020 S020 S021 S021 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

24 ASSETS S022 S022 AUD S022 S022 AUD S023 S023 S023 S023 Fixed Assets Financial fixed assets Securities held as fixed assets Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand 1 1 Total Assets LIABILITIES S022 S022 AUD S022 S022 AUD S023 S023 S023 S023 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

25 ASSETS S024 S024 S024 S024 S025 S025 S025 S025 Fixed Assets Financial fixed assets Securities held as fixed assets Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand Total Assets LIABILITIES S024 S024 S024 S024 S025 S025 S025 S025 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

26 ASSETS S027 S027 S027 S027 S028 S028 S028 S028 Fixed Assets Financial fixed assets Securities held as fixed assets Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand 8 11 Total Assets LIABILITIES S027 S027 S027 S027 S028 S028 S028 S028 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

27 ASSETS S029 S029 S029 S029 S030 S030 S031 S031 Fixed Assets Financial fixed assets Securities held as fixed assets Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand 6 5 Total Assets LIABILITIES S029 S029 S029 S029 S030 S030 S031 S031 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

28 ASSETS S032 S033 S033 S034 S035 S036 S037 Fixed Assets Financial fixed assets Securities held as fixed assets Capitalized loans and receivables Loans Other loans Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand 1 Total Assets LIABILITIES S032 S033 S033 S034 S035 S036 S037 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

29 ASSETS S038 S038 S039 S039 Fixed Assets Financial fixed assets Securities held as fixed assets Positive fair value of financial derivatives Current Assets Debtors Other Receivables a) becoming due and payable within one year Cash at bank cash in postal cheque accounts, cheques and cash in hand Total Assets LIABILITIES S038 S038 S039 S039 Capital and reserves Subscribed capital Non-subordinated debts Bonds Non-convertible bonds Negative fair value of financial derivatives Total Liabilities

30 b) Profit and loss statement for the year ended December 31, 2014 The profit and loss statement of the company per compartments is as follows : CHARGES COMBINED COMBINED SA S003 S003 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME COMBINED COMBINED SA S S003 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

31 CHARGES S004 S004 S005 S005 S005 S005 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S004 S004 S005 S005 S005 S005 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

32 CHARGES S007 S007 S007 S007 S008 S008 S008 S008 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S007 S007 S007 S007 S008 S008 S008 S008 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

33 CHARGES S009 S009 S009 S009 S010 S010 S010 S010 31/12/201 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S009 S009 S009 S009 S010 S010 S010 S010 31/12/201 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

34 CHARGES S011 S011 S011 S011 S012 S012 S012 S012 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S011 S011 S011 S011 S012 S012 S012 S012 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

35 CHARGES S013 S013 S013 S013 S014 S014 S015 S015 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S013 S013 S013 S013 S014 S014 S015 S015 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

36 CHARGES S016 S016 S016 S016 S017 S017 AUD S017 S017 AUD Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S016 S016 S016 S016 S017 S017 AUD S017 S017 AUD Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

37 CHARGES S018 S018 CHF S018 S018 CHF S019 S019 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S018 S018 CHF S018 S018 CHF S019 S019 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

38 CHARGES S020 S020 S020 S020 S021 S021 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S020 S020 S020 S020 S021 S021 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

39 CHARGES S022 S022 AUD S022 S022 AUD S023 S023 S023 S023 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S022 S022 AUD S022 S022 AUD S023 S023 S023 S023 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

40 CHARGES S024 S024 S024 S024 S025 S025 S025 S025 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S024 S024 S024 S024 S025 S025 S025 S025 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

41 CHARGES S027 S027 S027 S027 S028 S028 S028 S028 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S027 S027 S027 S027 S028 S028 S028 S028 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

42 CHARGES S029 S029 S029 S029 S030 S030 S031 S031 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S029 S029 S029 S029 S030 S030 S031 S031 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

43 CHARGES S032 S033 S033 S034 S035 S036 S037 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S032 S033 S033 S034 S035 S036 S033 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

44 CHARGES S038 S038 S039 S039 Other operating charges and fair value adjustments on financial assets Interest and other financial charges Total Charges INCOME S038 S038 S039 S039 Other operating income and fair value adjustments on financial assets Other interest and other financial income Total Income

45 Note 2 General information AGATE ASSETS S.A. (the Company ) is a Luxembourg company incorporated on January 6, 2012, for an unlimited duration, as a public limited liability company ( ) and subject to the Securitisation Act of March 22, 2004 (the Securitisation Law ). The Board of Directors is entitled to create one or more compartments corresponding each to a separate part of the Company s estate, in each case, corresponding to a separate part of the Issuer s estate and constituting each a Category S Compartment. All fees are taken over and are directly paid by the arranger. The Company s financial year starts on January 1 and ends on December 31of each year. The annual accounts have been prepared in accordance with Luxembourg legal and regulatory requirements under the provisions of the law of December 19, 2002 as amended (the Accounting Law ). Accounting policies and valuation rules are, besides the ones laid down by the Accounting Law, determined and applied by the Board of Directors. The compartment S014 is included in the consolidated financial statements of Commerzbank AG. The financial statements of Commerzbank are available from Commerzbank AG, Investor Relations, Kaiserplatz, D Frankfurt am Main, Germany. Note 3 Summary of significant accounting policies a) Financial fixed assets The primary purpose of the Company is to invest in securities (the Securities ) or financial instruments through the creation of different compartments (the Compartments ) as defined in the final terms to reflect the correlation with Notes issued. Ten Compartments have been created to invest in the Compartments Assets during the year from January 1 to December 31, 2014, as further described in Note 1. In order to give a true and fair view on the correlation of the valuation of financial assets and notes issued, Art 26(5) of the Accounting Law is applied. Therefore, financial assets (Securities held as fixed assets and Derivatives instruments) are valued at fair-value-model-prices excluding accruals interest. The fair value changes of financial assets are calculated separately and impact the valuation of the Notes issued directly. The corresponding value adjustments of the financial assets are disclosed in the profit and loss account position " and fair value adjustments on financial assets and may constitute a charge or an income. 43

46 Note 3 Summary of significant accounting policies (continued) b) Financial derivatives The Compartments could enter into swap derivative transactions among the charged assets (the Charged Assets ) together with the swap counterparty as detailed in the specific final terms. Such derivative financial instruments are carried as an asset when the fair value is positive in the caption Positive fair value of financial derivatives and as liability when the fair value is negative in the caption Negative fair value of financial derivatives. Changes in fair value of these derivative financial instruments are recognised in the profit and loss account caption and fair value adjustments on financial assets. The securities held in the Compartments serve as collateral to the Compartments Debt Instruments issued (as described in Note 6). c) Other debtors Debtors are valued at their nominal value. They are subject to value adjustments where their recovery is compromised. These value adjustments are not continued if the reasons for which the value adjustments were made have ceased to apply. d) Non-convertible bonds The non-convertible bonds issued by the Company are recorded at their repayable amount which is limited to the performance of the Compartments assets including accrued interest. Gains and losses during the year as a result from sales, default, market value changes or cost may cause value adjustments on the Notes issued. Such value changes will be born by the Note holders in inverse order of the priority of payments. Consequently, an equalization provision for value diminution will be made and deducted from/added to the amount repayable of the notes issued and booked in the Profit and Loss Account under other operation income or charges respectively. Please also refer to Note

47 e) Foreign currency translation AGATE ASSETS S.A. The financial statements have been drawn up in the accounting currency of the company ( ). Transactions denominated in currencies other than the accounting currency of each Compartment are translated at the exchange rate prevailing at the date of the transaction. The balance sheet and profit and loss items of compartments recorded in a currency other than the accounting currency are translated into the accounting currency at the exchange rate effective at the balance sheet date. Other assets and liabilities of the compartments are translated separately respectively into at the lower or at the higher of the value converted at the historical exchange rate or the value determined on the basis of the exchange rates effective at the balance sheet date. The unrealised exchange losses are recorded in the profit and loss account. The exchange gains are recorded in the profit and loss account at the moment of their realisation. Assets and liabilities items which are fair valued are converted at the exchange rate effective at the balance sheet date. Foreign exchange differences on those items which are accounted at fair value are recognised in the profit and loss account or revaluation reserves with the change in fair value. The foreign exchange rates applied as at December 31, 2014 are: 1 = = = CHF 1 = AUD f) Interest income and interest expenses Interest income and expenses are recorded on accrual basis. Note 4 - Financial fixed assets, the financial fixed assets held in the Compartments are acquired with the proceeds of the issuance of debt instruments pursuant to the Company s Programme for the issuance of Debt Instruments. They consist of the charged assets of the Compartments and are comprised of fixed interest securities and derivative financial instruments ( Swap transaction ). 45

48 4.1 Securities held as financial fixed assets AGATE ASSETS S.A. The presentation of the below table has been change compared to prior year for compartment S015 by not including anymore other loans. The movements for the year are as follows: COMBINED S003 S004 S005 S005 Cost - Opening balance as of December 31, Additions for the year Disposals for the year ( ) ( ) ( ) Cost - Closing balance as of December 31, Accumulated fair value adjustment Effects from currency-conversion Fair value - Closing balance as of December 31, Type of security Sovereign bond Corporate bond Corporate bond S007 S007 S008 S008 S009 S009 Cost - Opening balance as of December 31, Additions for the year Disposals for the year ( ) ( ) Cost - Closing balance as of December 31, Accumulated fair value adjustment ( ) ( ) Effects from currency-conversion Fair value - Closing balance as of December 31,

49 Type of security Corporate bond Corporate bond Corporate bond AGATE ASSETS S.A. S010 S010 S011 S011 S012 S012 Cost - Opening balance as of December 31, Additions for the year Disposals for the year ( ) ( ) ( ) ( ) ( ) ( ) Cost - Closing balance as of December 31, Accumulated fair value adjustment (33 847) (26 267) ( ) ( ) Effects from currency-conversion Fair value - Closing balance as of December 31, Type of security Corporate bond Corporate bond Corporate bond S013 S013 S014 S015 S016 S016 Cost - Opening balance as of December 31, Additions for the year Disposals for the year Cost - Closing balance as of December 31, Accumulated fair value adjustment (82 223) (99 495) ( ) Effects from currency-conversion Fair value - Closing balance as of December 31, Type of security Corporate bond Ucits Corporate bond Corporate bond 47