FINAL TERMS. relating to COMMERZBANK AKTIENGESELLSCHAFT. EUR 35,450,000 Structured Notes. issued under the. Notes/Certificates Programme

Transcription

1 FINAL TERMS relaing o COMMERZBANK AKTIENGESELLSCHAFT EUR 35,450,000 Srucured Noes issued under he Noes/Cerificaes Programme of COMMERZBANK AKTIENGESELLSCHAFT Dae of he Final Terms: 18 March 2011 Series No.: A6305 Tranche No.: 1 of ha Series

2 This documen consiues he Final Terms relaing o he issue of Noes under he Noes/Cerificaes Programme of Commerzbank Akiengesellschaf (he "Programme") and shall be read in conjuncion wih he Base Prospecus daed 14 Sepember 2010, as amended from ime o ime. Full informaion on he Issuer and he offer of he Noes is only available on he basis of he combinaion of hese Final Terms, and he Base Prospecus and supplemens hereo, if any. The Base Prospecus will be 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: These Final Terms are available on he websie I. Terms and Condiions: The Programme Terms and Condiions daed 14 Sepember 2010 (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 18 March 2011 Issue Price 100% Offer Period German Securiies Idenificaion No. No Applicable CZ315C Common Code ISIN Lising XS Luxembourg Marke Making and Liquidiy Commerzbank Akiengesellschaf hereby agrees o publish indicaive monhly valuaions in respec of he Noes on Reuers page COBAHU. The value shown shall be as of he dae indicaed only and will no represen acual firm bid or offer levels by Commerzbank Akiengesellschaf. Commerzbank Akiengesellschaf gives no assurances ha i is, or will be, willing o rade a such levels. Commerzbank Akiengesellschaf does no make any represenaion as o he exisence of a secondary marke for he Noes. Invesors should expec o hold he Noes unil he Redempion Dae. Targeed invesor caegory No Applicable 1

3 Addiional Risk Facors No Applicable Reasons for he offer, esimaed ne proceeds and oal expenses (i) Reasons for he offer The ne proceeds from he issue of Noes will be applied by he Issuer for is general corporae purposes, which include making a profi. (ii) Esimaed ne proceeds EUR 35,450,000 (iii) Esimaed oal expenses EUR 5,000 Indicaion of yield Floaing Rae Noes only - pas and fuure ineres raes Redempion Srucured Noes and Reverse Converible Noes only - performance of and oher informaion concerning he Underlying, explanaion of effec on value of invesmen and associaed risks Each Noeholder will receive a Fixed Ineres Amoun of 0.01% of he Denominaion (i.e. EUR 5.00) paid annually in arrear on he 24h calendar day of April in each year. No Applicable The Life Selemens Heriage Index EUR (he "Index") o which he redempion of he Noes is linked is described in deail in Annex 2 o hese Final Terms. Informaion as o he performance of he Index as well as o is componens and he index mehodology can be obained on Reuers page COBAHU and on Bloomberg page LIFEHERE Index <GO> or ALLX LIFE <GO> 2

4 Annex 1 The following erms and condiions apply o he Noes issued as Series No. A6305 and Tranche No. 1 of ha Series under he Noes/Cerificaes Programme of Commerzbank Akiengesellschaf (he "Programme"). 7 (FORM; TRANSFERABILITY) 1. This issue of Commerzbank Akiengesellschaf, Frankfur am Main, Federal Republic of Germany (he "Issuer") is issued Euro ("EUR") (he "Issue Currency") in he aggregae principal amoun of EUR 35,450,000 (in words: hiry-five million four hundred and fify housand Euro) represened by noes (he "Noes") payable o bearer and ranking pari passu among hemselves in he denominaion of EUR 50,000 each (he "Denominaion"). 2. The Noes will be represened by a permanen global bearer noe (he "Global Noe") wihou ineres coupons. No definiive Noes will be issued and he righ of delivery of definiive Noes is excluded. The Global Noe shall be deposied wih Deusche Bank AG, Große Gallussraße 10-14, Frankfur am Main, as common deposiary for Clearsream Banking, sociéé anonyme, Luxembourg and Euroclear Bank S.A./N.V. as operaor of he Euroclear Sysem (ogeher he "Clearing Sysem"). 3. The Global Noe shall only be valid if i bears he hand-wrien signaures of wo auhorised officers of he Issuer. 4. The Noeholders shall receive co-ownership paricipaions in or righs wih respec o he Global Noe which are ransferable in accordance wih applicable law and he rules and regulaions of he Clearing Sysem. 5. The erm "Noeholder" in hese Terms and Condiions refers o he holder of a co-ownership paricipaion in or righ wih respec o he Global Noe. 6. The Noes can be ransferred via he Clearing Sysem individually. 7. The Issuer reserves he righ o issue from ime o ime wihou he consen of he Noeholders anoher ranche of Noes wih subsanially idenical erms, so ha he same shall be consolidaed o form a single Series and increase he aggregae principal amoun of he Noes. The erm "Noes" shall, in he even of such consolidaion, also comprise such addiionally issued noes. 2 (INTEREST) 1 The Noes shall no bear periodic ineres. However, each Noeholder is eniled o receive he Fixed Ineres Amoun on each Bonus Amoun Paymen Dae. 3 (REDEMPTION) 1. The Noes will be redeemed on 24 April 2019 (he "Redempion Dae"). 1 Unless oherwise specified, erms in capial leers are defined in 3 paragraph 4. 3

5 In addiion, each Noeholder may receive on he Redempion Dae: - he Bonus Amoun (if any) according o he provisions of 3 paragraph 2, and - he Addiional Redempion Amoun (if any), according o provisions of 3 paragraph The Noeholders are eniled o receive from he Issuer he Bonus Amoun per Denominaion on a Bonus Amoun Paymen Dae provided ha he Issuer deermines ha he Index Observaion Level on he Bonus Observaion Dae immediaely preceding he relevan Bonus Amoun Paymen Dae is equal o or greaer han he Coverage Level (he "Bonus Amoun Precondiion"). If he Issuer deermines ha he Bonus Amoun Precondiion wih respec o a Bonus Observaion Dae has been fulfilled and ha he Bonus Amoun shall be payable on he Bonus Amoun Paymen Dae immediaely following he respecive Bonus Observaion Dae, he Srike shall be increased from and including such Bonus Observaion Dae by 0.05, and as a consequence, he Coverage Level will be recalculaed accordingly wih effec from and including such Bonus Observaion Dae (he "Exraordinary Adjusmen"). 3. The Noeholders are eniled o receive from he Issuer an addiional amoun per Noe in he Issue Currency (he "Addiional Redempion Amoun"), if any, deermined in accordance wih he following formula: ( ) ARA = N max 0;IndexObs FINAL Srike FINAL where ARA = Addiional Redempion Amoun (rounded, if necessary, o he nex Eurocen (EUR 0.01) wih EUR rounded upward) N = Denominaion IndexObs final = Index Observaion Level in respec of he Final Index Observaion Dae Srike final = Srike in respec of he Final Index Observaion Dae 4. For he purposes of hese Terms and Condiions of he Cerificaes, he following definiions shall apply: "Bonus Amoun" per Noe shall be 5% of he Denominaion, ie. EUR 2,500. "Bonus Amoun Paymen Dae" means he 24h calendar day of April of each year from and including April 2011 o and including he Redempion Dae. "Bonus Observaion Dae" means he Index Observaion Dae in March in each year from and including March 2011 unil and including he Final Index Observaion Dae. "Business Day" means a day (oher han a Saurday or a Sunday) on which banks in Vaduz and Zurich are open for business. On he Issue Dae, he "Coverage Level" is equal o (he "Iniial Coverage Level"). I will be rese on each Index Observaion Dae according o he following formula: Srike CL = CL 1 Srike 1 4

6 where CL = Coverage Level in respec of an Index Observaion Dae () CL 1 = Coverage Level in respec of he previous Index Observaion Dae (-1) which, in he case of he purposes of he calculaion wih respec o he firs Index Observaion Dae, is he Iniial Coverage Level Srike = Srike in respec of he Index Observaion Dae () Srike 1 = Srike in respec of he previous Index Observaion Dae (-1) which, in he case of he calculaion wih respec o he firs Index Observaion Dae is he Iniial Srike NB: The Coverage Level is subjec o Exraordinary Adjusmens in he case of he paymen of a Bonus Amoun in accordance wih paragraph 2. "Final Index Observaion Dae" means he Index Observaion Dae in March 2019 (scheduled o be 29 March 2019). "Fixed Ineres Amoun" per Noe shall be 0.01% of he Denominaion, i.e. EUR "Index" means he "Life Selemens Heriage Index EUR" as calculaed and published by Commerzbank Akiengesellschaf (he "Index Sponsor") (as more fully described in he Annex 2). "Index Level" means he official monhly Index level as calculaed and published by he Index Sponsor. The Index Level is published on Bloomberg page LIFEHERE Index <GO> or ALLX LIFE <GO>. "Index Observaion Dae" means he final Business Day of each calendar monh during he period saring March 2011 unil he Final Index Observaion Dae. If wih respec o an Index Observaion Dae an Index Level is no deermined and published by he Index Sponsor, hen he relevan Index Observaion Dae shall be posponed o he nex calendar day on which an Index Level is again deermined and published. On he Issue Dae, he "Index Observaion Level" is equal o (he "Iniial Index Observaion Level"). I will be rese on each Index Observaion Dae according o he following formula: IndexObs Index = ScalingFacor 1, where IndexObs Index = Index Observaion Level in respec of an Index Observaion Dae () = Index Level in respec of he Index Observaion Dae () ScalingFacor = "Issue Dae" means 18 March

7 The "Leverage Fee" applicable on an Index Observaion Dae () shall be calculaed in accordance wih he following formula: 1 [ 1+ ( 1mEuriborRae + Spread) ] 1 1 = 1 LevFee 12 where 1 LevFee = Leverage Fee applicable on Index Observaion Dae () 1mEuriborRae = 1monh Euribor on he previous Index Observaion Dae (-1) 1 Spread = 2.0% On he Issue Dae, he "Srike" is equal o (he "Iniial Srike"). I will be rese on each Index Observaion Dae according o he following formula: Srike where = Srike 1 + ( 1 LevFee ) 1 Srike = Srike in respec of an Index Observaion Dae () Srike 1 = Srike in respec of he previous Index Observaion Dae which, in he case of he calculaion wih respec o he firs Index Observaion Dae is he Iniial Srike 1 LevFee = Leverage Fee applicable on Index Observaion Dae () NB: The Srike is subjec o Exraordinary Adjusmens in he case of he paymen of a Bonus Amoun in accordance wih paragraph 2. "Trade Dae" means 16 March "1monh Euribor" means he iner-bank offered rae for Euro for he period of one monh as displayed on Bloomberg page BTMM EUR (or any successor page). 4 (EARLY REDEMPTION, REPURCHASE OF NOTES) 1. The Issuer shall no be eniled o redeem he Noes prior o he Redempion Dae. 2. Excep as provided in 11, he Noeholders shall no be eniled o call for a redempion of he Noes prior o he Redempion Dae. 3. If he Noes are called for redempion due o an even having occurred as described in 11, 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 (BGB)) as he fair marke value of he Noes a he dae as deermined by he Issuer. The Early Redempion Amoun, per Noe however, shall no be less han he Denominaion. The respecive dae and he Early Redempion Amoun shall be noified in accordance wih 13. The righs arising from he Noes will erminae upon he paymen of he Early Redempion Amoun. 6

8 4. The Issuer may a any ime purchase Noes in he marke or oherwise. Noes repurchased by or on behalf of he Issuer may be held by he Issuer, re-issued, resold or surrendered o he Principal Paying Agen ( 10) for cancellaion. 5 (PAYMENTS) 1. The Issuer irrevocably underakes o pay in he Issue Currency, as and when due, all amouns payable pursuan o hese Terms and Condiions. 2. Paymens of all amouns payable pursuan o he Terms and Condiions will be made agains presenaion, and in he case of he las paymen, agains surrender of he Global Noe o he Principal Paying Agen for ransfer o he Clearing Sysem or pursuan o he Clearing Sysem's insrucion for credi o he relevan accounholders of he Clearing Sysem. Any paymen o he Clearing Sysem or pursuan o he Clearing Sysem's insrucion shall release he Issuer from is paymen obligaions under he Noes in he amoun of such paymen. 3. If any paymen of principal or ineres 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 Noeholder 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 on which he Trans-European Auomaed Real-Time Gross selemen Express Transfer sysem which uilises a single shared plaform (TARGET2) is open and he Clearing Sysem seles paymens in he Issue Currency. 4. Any reference in hese Terms and Condiions o principal in respec of he Noes shall include: (a) (b) he Final Redempion Amoun of he Noes and he Addiional Redempion Amoun, if any, a he Redempion Dae; and he Early Redempion Amoun in he case of early redempion of he Noes pursuan o All paymens are subjec in all cases o any applicable fiscal or oher laws, regulaions and direcives. 6. The Issuer may deposi wih he Amsgerich, Frankfur am Main, ineres or principal no claimed by Noeholders wihin 12 monhs afer is respecive due dae, even hough he respecive Noeholders 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 Noeholders agains he Issuer shall cease. 6 (TAXES) All presen and fuure axes, fees or oher duies in connecion wih he Noes shall be borne and paid by he Noeholders. The Issuer is eniled o wihhold from paymens o be made under he Noes any axes, fees and/or duies payable by he Noeholder in accordance wih he previous senence. 7 (ADJUSTMENTS) If he Index is no longer composed by he Index Sponsor bu by anoher person, company or insiuion accepable o he Issuer as he new Index Sponsor (he "Successor Sponsor"), he redempion of he Noes will be deermined on he basis of he Index being composed by he Successor Sponsor and 7

9 any reference made o he Index Sponsor shall, if he conex so admis, hen refer o he Successor Sponsor. 8 (PRESENTATION PERIODS, PRESCRIPTION) The period for presenaion of he Noes ( 801, paragraph 1, senence 1 of he German Civil Code (BGB)) shall be en years and he period of limiaion for claims under he Noes presened during he period for presenaion shall be wo years calculaed from he expiry of he relevan presenaion period. 9 (STATUS) The obligaions under he Noes 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, Kaisersraße 16 (Kaiserplaz), Frankfur am Main shall be he "Principal Paying Agen". The Issuer shall procure ha here will a all imes be a Principal Paying Agen. The Issuer is eniled o appoin oher banks of inernaional sanding as Principal Paying Agen or addiional paying agens (each, a "Paying Agen"; he Principal Paying Agen and any addiional Paying Agen ogeher he "Paying Agens"). Furhermore, he Issuer is eniled 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, as he case may be, he Issuer shall appoin anoher bank of inernaional sanding as Principal Paying Agen or Paying Agen, respecively. Such appoinmen or erminaion shall be published wihou undue delay in accordance wih Commerzbank Akiengesellschaf, Kaisersraße 16 (Kaiserplaz), Frankfur 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 as Calculaion Agen. The appoinmen of anoher Calculaion Agen shall be published wihou delay by he Issuer in accordance wih 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 Noeholders 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 (BGB) and any similar resricions of he applicable laws of any oher counry. 8

10 11 (TERMINATION) 1. Each Noeholder is eniled o declare his Noes due and o require he redempion of his Noes a he Early Redempion Amoun pursuan o 4 paragraph 3 as provided hereinafer, if: (a) (b) (c) (d) (e) (f) he Issuer is in defaul for more han 30 days in 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 Noeholder; 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 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 Noes due shall erminae if he circumsances giving rise o i have been remedied before such righ is exercised. 2. The righ o declare Noes due pursuan o paragraph 1 shall be exercised by a Noeholder by delivering or sending by regisered mail o he Principal Paying Agen a wrien noice which shall sae he principal amoun of he Noes 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 Noes, subjec o 12 paragraph 4, wihou he Noeholders' 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 Noes. 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 16 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. 9

11 4. No such assumpion shall be permied unless (a) (b) (c) (d) he New Issuer has agreed o assume all obligaions of he Issuer under he Noes pursuan o hese Terms and Condiions; he New Issuer has agreed o indemnify and hold harmless each Noeholder agains any ax, duy, assessmen or governmenal charge imposed on such Noeholder in respec of such subsiuion; he Issuer (in his capaciy referred o as he "Guaranor") has uncondiionally and irrevocably guaraneed o he Noeholders compliance by he New Issuer wih all obligaions under he Noes pursuan o hese Terms and Condiions; 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. 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 Noes hen ousanding and he performance of all of he Issuer's oher obligaions under he Noes hen ousanding. Paragraphs 4 (d) and 5 of his 12 shall apply muais muandis o such designaion. 13 (NOTICES) Unless hese Terms and Condiions expressly provide for publicaion on he Issuer s inerne page, any noices relaing o he Noes shall be published in he elecronic version of he Federal Gazee (Bundesanzeiger) and, where required by law, in one supra-regional mandaory publicaion for each of he exchanges on which he Noes are admied o be raded. Any such noice shall be deemed o have been given on he day of is publicaion (or, in he case of several noices, on he firs day of such publicaion). 14 (AVAILABLE INFORMATION) Commerzbank hereby underakes o furnish upon he reques of a Noeholder or he holder of any beneficial ineres in a Noe, upon he reques of such holder or o a prospecive purchaser designaed by such holder or beneficial owner, he informaion required o be delivered under Rule 144A(d)(4) under he U.S. Securiies Ac of 1933, as amended if, a he ime of he reques, Commerzbank is neiher a reporing company under Secion 13 or 15(d) of he U.S. Securiies Exchange Ac of 1934, as amended ( U.S. Exchange Ac ), nor exemp from reporing pursuan o Rule 12g3-2(b) under he U.S. Exchange Ac. 15 (LIMITATION OF LIABILITY) The Issuer, he Paying Agens and he Calculaion Agen shall be held responsible for acing or failing o ac in connecion wih he Noes only if, and insofar as, i eiher (i) breaches maerial obligaions under or in connecion wih he Terms and Condiions of he Noes negligenly or willfully or (ii) breaches oher obligaions wih gross negligence or willfully. 10

12 16 (FINAL CLAUSES) 1. The form and conen of he Noes and he righs and duies of he Noeholders, he Issuer, he Calculaion Agen and he Paying Agens shall in all respecs be governed by he laws of he Federal Republic of Germany. 2. In he even of manifes yping or calculaion errors or similar manifes errors in he Terms and Condiions, he Issuer shall be eniled o declare rescission (Anfechung) o he Noeholders. The declaraion of rescission shall be made wihou undue delay upon becoming aware of any such ground for rescission (Anfechungsgrund) and in accordance wih 13. Following a declaraion of rescission by he Issuer, he Noeholder is eniled o reques repaymen of he Issue Price by delivery of a duly compleed redempion noice o he Principal Paying Agen on he form available a he Principal Paying Agen or by providing all informaion and saemens requesed herein (he "Redempion Noice") and by ransfer of he Noes o he accoun of he Principal Paying Agen wih he Clearing Sysem. The Issuer shall make available he Issue Price o he Principal Paying Agen wihin five Paymen Business Days following receip of he Redempion Noice and of he Noes by he Principal Paying Agen, whichever receip is laer, whereupon he Principal 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 Noes delivered shall expire. 3. The Issuer may combine he declaraion of rescission pursuan o paragraph 2 wih an offer o coninue he Noes on he basis of correced Terms and Condiions. Such an offer and he correced provisions shall be noified o he Noeholders ogeher wih he declaraion of rescission in accordance wih 13. Any such offer shall be deemed o be acceped by a Noeholder (and he rescission shall no ake effec), unless he Noeholder requess repaymen of he Issue Price wihin four weeks following he dae on which he offer has become effecive in accordance wih 13 by delivery of a duly compleed Redempion Noice o he Principal Paying Agen and by ransfer of he Noes o he accoun of he Principal Paying Agen wih he Clearing Sysem pursuan o paragraph 2. The 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 Noes delivered for repaymen. 5. Conradicory or incomplee provisions in he Terms and Condiions may be correced or amended, as he case may be, by he Issuer in is reasonable discreion ( 315 of he German Civil Code (BGB)). The Issuer, however, shall only be eniled o make such correcions or amendmens which are reasonably accepable o he Noeholders having regard o he ineress of he Issuer and in paricular which do no maerially adversely affec he legal or financial siuaion of he Noeholders. Noice of any such correcion or amendmen shall be given o he Noeholders in accordance wih If he Noeholder was aware of yping or calculaion errors or similar errors a he ime of he acquisiion of he Noes, hen, nowihsanding paragraphs 2-5, he Noeholders can be bound by he Issuer o he correced Terms and Condiions. 7. Place of performance is Frankfur am Main. 8. Place of jurisdicion for all dispues and oher proceedings in connecion wih he Noes 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. 9. The English version of hese Terms and Condiions shall be binding. Any ranslaion is for convenience only. 11

13 Annex 2 INDEX DESCRIPTION 1. The Index The Life Selemens Heriage Index EUR (he Index ) is composed of he following componens (he Index Componens ): i. fund componen (he Fund Componen ); and ii. an FX hedge componen (he FX Hedge Componen ). The Index is deermined and published by Commerzbank AG (he Sponsor ). The Sponsor is responsible for he calculaion and deerminaion of he Index. These responsibiliies include in paricular he following asks: i. calculaion of he official monhly Index level (he Index Level ) on he basis of he formula below; and ii. publicaion of such Index Level. The Sponsor will calculae he Index Level as of he las Index Business Day of each calendar monh (he Index Deerminaion Dae ) using he mos recen prices published for he Fund Componen and he value of any FX Hedge Componen. The Index Level is published on Bloomberg page LIFEHERE Index <GO> or ALLX LIFE <GO>. For he avoidance of doub, he Index Level deermined on each Index Deerminaion Dae shall be calculaed in respec of he final Index Business Day of he immediaely preceding calendar monh. For he purposes of his Index Descripion and wih respec o he Index, Index Business Days shall mean each day (oher han a Saurday or a Sunday) on which commercial banks and foreign exchange markes in London, Zurich and Vaduz (or in any oher ciy which he Index Sponsor deermines from ime o ime) are open for regular business. 2. The Fund Componen The Fund Componen comprises: (i) for deerminaions unil and including he Index Deerminaion Dae in Ocober 2008, he EUR denominaed Class D Shares of Inernaional Life Selemens Prosperiy AgmvK ( ILSP ) wih ISIN LI ; (ii) for deerminaions unil and including he Index Deerminaion Dae in November 2008, he USD denominaed Class C Shares of ILSP wih ISIN LI ; and (iii) for deerminaionsfollowing he Index Deerminaion Dae in November 2008, he USD denominaed Class C Shares of ILSP Muual Fund AG & Co. KG wih ISIN LI The FX Hedge Componen The FX Hedge Componen is comprised of a series of foreign exchange ransacions hedging he ne asse value of he Fund Componen agains flucuaions in he EUR/USD exchange rae. The inclusion of he FX Hedge Componen is inended o neuralize mos of he impac of he developmen of he EUR/USD exchange rae on he Index due o he fac ha he Fund shares are eiher denominaed in USD, or are subjec o exchange rae flucuaions, whereas he Index is 12

14 denominaed in EUR. The Performance of he FX Hedge Componen may be posiive or negaive. Typically he FX Hedge Componen consiss of shor erm FX forward ransacions bu any oher insrumen considered appropriae by Commerzbank AG can be used. Then Fee for supplying he FX Hedge Componen will be no more han 15bps per annum. 4. Calculaion of he Index The Sponsor will calculae he Index Level as of each Index Deerminaion Dae based on he value of he Fund Componen and he FX Hedge Componen as of such dae. The Index Level will be calculaed in accordance wih he following formula: Dae Time Index Calculaion 30 h Sep 2008 ("Sar Dae") 0 Index 0 = s Oc D NAV 1 1 Index 1 = PerfFX D T NAV 0 28 h Nov C NAV2 FX 2 Index 2 Index = 1 + PerfFX C NAV1 FX 1 Going Forward C NAV FX Index Index = 1 + PerfFX C 1 NAV1 FX 1 Where: D NAV 0 = 1, D NAV = NAV of he ILSP D Share Class (ISIN LI ) as a ime C NAV = NAV of he ILSP C Share Class (ISIN LI ) as a ime T = 22 nd Ocober 2008 FX = Official EUR/USD (EUR per 1 USD) rae as giving by he fixing on Reuers ECB37 for dae. (For he avoidance of doub, he value of FX on 31 Ocober 2008 is 1/1.2757). PerfFX = The cumulaive performance of an FX Hedge Componen beween imes 1 1 and. NAV = The official published ne asse value of he relevan shares of ILSP which is calculaed and published in accordance wih he offering documen for ILSP wih respec o such Index Deerminaion Dae 5. Subsiuion of a Fund Componen or he Index (a) If, in he sole opinion of he Sponsor, a Subsiuion Even (as defined below) has occurred wih respec o he Fund Componen, he Sponsor will deermine a value for he Fund Componen on he basis of he ne asse value for he Fund Componen as published immediaely following he occurrence of he Subsiuion Even (he Removal Value ). The dae on which he Removal Value is deermined shall be he Removal Dae. (b) The Sponsor will use reasonable effors o idenify an alernaive vehicle in subsiuion for he Fund Componen, which may be any of (i) an inernal or exernal fund vehicle domiciled in a counry wih an esablished fund managemen indusry, (ii) a segregaed managed accoun ha is periodically examined by an organisaion independen o he Sponsor, (iii) a relevan index, or (iv) any oher form of ransacion or asse ha would provide exposure o he Life Selemen asse class which has been seleced by he Sponsor, whereby he exising life selemen policies shall no be exchanged agains

15 exposure o oher policies ha would have an unfavourable risk profile for he invesor (he Successor ). Wih effec from he Removal Dae, any reference made o he Fund Componen shall be deemed reference o he Successor, all calculaions and deerminaions made by reference o he Fund Componen shall insead be made by reference o he value of he Successor, and all relaed erms shall be amended accordingly. (c) If he Sponsor is unable o idenify a Successor, he Fund Componen shall be replaced wih an amoun equal o he Removal Value and he Removal Value shall be deemed o be he Fund Componen wih effec from he Removal Dae. In such case, he Removal Value on each Index Deerminaion Dae shall be calculaed in accordance wih he following formula: Removal Value Where: Days 360 ( 1+ Ineres Rae) Ineres Rae means he fixed rae (expressed as a rae per annum on he basis relevan o he paricular currency s ineres rae marke) a which deposis are bid in he currency of he Index for a enor approximaely equal o he period from and including he Removal Dae o bu excluding he Final Index Observaion Dae. If such deposi rae is no available, he Calculaion Agen shall deermine an appropriae rae in good faih and in a commercially reasonable manner. Days means he number of calendar days from and including he Removal Dae o bu excluding he Final Index Observaion Dae. (d) Any of he following evens occurring wih respec o he Fund Componen may, a he full discreion of he Sponsor, consiue a "Subsiuion Even": 1. The implemenaion of any change o he erms and condiions of he Fund Componen, as deailed in he Offering Documen and as noified in advance by he Adminisraor o Fund Componen invesors, which, in he sole opinion of he Sponsor, is of a maerial naure including bu no limied o such changes as (i) a change in he risk profile of he Fund Componen; (ii) a change in he voing righs associaed wih he Fund Componen; (iii) an aleraion o he invesmen objecives of he Fund Componen; or (iv) a change in he currency in which he Fund Componen is denominaed so ha he Fund Componen is quoed in a differen currency from ha in which i was quoed on he Sar Dae; 2. Any breach of he invesmen objecives of he Fund Componen (as defined in he Offering Documen) if such breach is, in he sole opinion of he Sponsor, of a maerial naure; 3. The Invesmen Manager ceases o be Inernaional Life Selemen Prosperiy Anlagegesellschaf AGMVK; 4. Waler Schadenfroh ceases o hold he same or subsanially he same posiion as of he Sar Dae wih he Fund Componen unless, in he sole opinion of he Sponsor, he relevan replacemens are one or more individuals who are repuable and experienced in heir field and saisfy he compliance, due diligence and oher conrol procedures of he Sponsor; 5. Subscripion and/or redempion fees, or axes or oher similar fees, payable in respec of a purchase or redempion of he Fund Componen are imposed or increased afer he Sar Dae; 6. The Adminisraor fails for reasons oher han of a echnical or operaional naure, o calculae he ne asse value of he Fund Componen wihin 14 days of any expeced publicaion dae; 7. The Adminisraor fails for any reason o communicae o he Sponsor any informaion which i has agreed o provide wihin he ime frame sipulaed; 14

16 8. The aciviies of he Fund Componen, he Invesmen Manager, he Cusodian, he Adminisraor and/or he Execuive Commiee are placed under review by heir regulaors for reasons of wrongdoing, breach of any rule or regulaion or oher similar reason; 9. The compulsory redempion of he Fund Componen for any reason a any ime during he erm of he ransacion; 10. The suspension of he issue of he Fund Componen or he redempion of he Fund Componen and any such suspension coninues for wo consecuive calendar monhs; 11. The Fund Componen is wound up or erminaed for any reason a any ime during he erm of he Index; 12. The Fund Componen is superceded by a successor fund (he Successor ) following a merger or similar even unless, in he sole opinion of he Sponsor, he Successor has similar invesmen objecives o hose of he Fund Componen, is incorporaed in he same jurisdicion as he Fund Componen, is denominaed in he same currency as he Fund Componen and is managed and adminisered by one or more individuals who, or corporae eniies which, are repuable and experienced in heir field; 13. The cancellaion of he regisraion, or of he approval, of he Fund Componen, he Invesmen Manager, he Adminisraor, he Cusodian and/or he Execuive Commiee by any relevan auhoriy or body; 14. The Invesmen Manager, he Adminisraor, he Cusodian and/or he Execuive Commiee is replaced by he Fund Componen unless, in he sole opinion of he Sponsor, he relevan replacemen is one or more individuals who, or a corporae eniies which, are repuable and experienced in heir field; 15. Any change in he accouning, regulaory or ax reamen applicable wih respec o he Fund Componen which could have an economic impac for he Sponsor, is affiliaes or any oher designaed hedging eniy; 16. The Sponsor has reason o believe ha he calculaion mehodology o deermine he ne asse value of he Fund Componen has changed from ha which was used on he Sar Dae; 17. The Sponsor has reasonable grounds o believe ha he Fund Componen does no or will no hold an appropriae proporion of is asses in cash during he four years prior o he Redempion Dae of he relaed Noe; 18. Any oher even which, in he opinion of he Sponsor, has an analogous effec o any of he evens specified above. Subsiuion Even: Procedures For he purposes of he above definiions, he following shall apply: Adminisraor means he eniy specified in he Offering Documen which is responsible for he adminisraion of he Fund Componen and he deerminaion and publicaion of he ne asse value of he Fund Componen. Cusodian means he eniy specified in he Offering Documen which is responsible for he cusody of he asses of he Fund Componen. Execuive Commiee, if applicable in respec of he Fund Componen, means he group of individuals specified in he Offering Documen which is responsible for overseeing he aciviies of he Fund Componen. 15

17 Invesmen Manager means he eniy specified in he Offering Documen which is responsible for providing invesmen managemen advice o he Fund Componen and/or he Adminisraor and/or he Execuive Commiee. Offering Documen means he Prospecus & Invesmen Rules of he Fund Componen daed January 2007, as amended and supplemened from ime o ime. 16