COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main. Summary & Securities Note dated 11 July Certificates

Transcription

1 COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main Summary & Securities Note dated 11 July 2013 relating to Certificates This document comprises a summary (the "Summary Note") and a securities note (the "Securities Note") and, together with the registration document dated 12 December 2012 of Commerzbank Aktiengesellschaft, the first supplement dated 20 December 2012, the second supplement dated 22 February 2013, the third supplement dated 05 April 2013, the fourth supplement dated 30 April 2013, the fifth supplement dated 07 June 2013 and any future supplement hereto, (the "Registration Document"), constitutes a base prospectus (the "Base Prospectus") according to Article 5 (4) of Directive 2003/71/EC (the "Prospectus Directive") as amended (which includes the amendments made by Directive 2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments have been implemented in a relevant Member State of the European Economic Area), as implemented by the relevant provisions of the EU member states, in connection with Regulation 809/2004 of the European Commission (the "Commission Regulation"). The above-mentioned documents which constitute the Base Prospectus were filed with the Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin") and will be published in electronic form on the website of the Issuer (

2 CONTENT SUMMARY... 5 SECTION A INTRODUCTION AND WARNINGS... 5 SECTION B ISSUER... 7 SECTION C SECURITIES [Bonus] [Capped Bonus] [Capped Bonus Last Minute] Certificates relating to [Shares][Indices] [Reverse Bonus] [Capped Reverse Bonus] Certificates relating to [Shares][Indices] Discount Certificates relating to Shares [Capped] [Capped+] Certificates relating to Indices [Floored] [Floored+] Certificates relating to Indices SECTION D RISKS SECTION E OFFER SECURITIES NOTE RISK FACTORS A. Risk Factors relating to the Certificates General Risks Deviation of the initial issue price from the market value and impact of incidental costs Trading in the Certificates, reduction in liquidity Determination of the price of the Certificates in the secondary market Restricted secondary trading because of non-availability of electronic trading systems No secondary market immediately prior to final exercise Conflicts of interest Hedging risks Interest rate and inflationary risks Offer volume Use of loans Transaction costs Certificates are unsecured obligations (Status) Impact of a downgrading of the credit rating Redemption only upon maturity; sale of the Certificates Termination, early redemption and adjustment rights Applicability of investment restrictions Taxes and other duties Foreign Account Tax Compliance withholding may affect payments on Certificates Substitution of the Issuer Change of law Market disruption event No claim against the issuer of an Underlying No interest payments or other distributions Special Risks Dependency of the redemption and the value of the Certificates on the performance of the Underlying (Bonus Certificates) Dependency of the redemption and the value of the Certificates on the performance of the Underlying (Capped Bonus Certificates) Dependency of the redemption and the value of the Certificates on the performance of the Underlying (Capped Bonus Last Minute Certificates) Dependency of the redemption and the value of the Certificates on the performance of the Underlying (Reverse Bonus Certificates) Dependency of the redemption and the value of the Certificates on the performance of the Underlying (Capped Reverse Bonus Certificates) Dependency of the redemption and the value of the Certificates on the performance of the Underlying (Discount Certificates) Dependency of the redemption and the value of the Certificates on the performance of the Underlying (Capped Certificates)

3 2.8 Dependency of the redemption and the value of the Certificates on the performance of the Underlying (Capped+ Certificates) Dependency of the redemption and the value of the Certificates on the performance of the Underlying (Floored Certificates) Dependency of the redemption and the value of the Certificates on the performance of the Underlying (Floored+ Certificates) Continuous price of the Underlying and price of the Underlying on the Valuation Date (Bonus Certificates and Capped Bonus Certificates) Continuous price of the Underlying and price of the Underlying on the Valuation Date (Reverse Bonus Certificates and Capped Reverse Bonus Certificates) Continuous price of the Underlying and price of the Underlying on the Valuation Date (Capped+ Certificates) Continuous price of the Underlying and price of the Underlying on the Valuation Date (Floored+ Certificates) Currency risks Underlying Share Underlying Index (price index) Underlying Index (performance index) B. Risk Factors relating to Commerzbank Group GENERAL INFORMATION A. Prospectus Liability B. Important Note regarding this Base Prospectus C. Availability of Documents D. Information relating to the Securities E. Offer and Sale F. Consent to the usage of the Base Prospectus and the Final Terms G. Increases of Certificates Applicable Law Form & Transferability Ranking Rights attached to the securities and description of return Delivery Date Taxes Reference Price Type of Underlying Market Disruption Event Adjustment rules Notices H. Calculation Agent I. Information regarding the Underlying J. Post-Issuance Information FUNCTIONALITY OF THE CERTIFICATES A. Bonus Certificates B. Capped Bonus Certificates C. Capped Bonus Last Minute Certificates D. Reverse Bonus Certificate E. Capped Reverse Bonus Certificates F. Discount Certificates G. Capped Certificates H. Capped+ Certificates I. Floored Certificates J. Floored+ Certificates TAXATION A. EU Savings Directive B. Belgium Withholding tax Income tax Tax on stock exchange transactions C. Finland

4 D. France E. Germany Income taxation Inheritance and Gift Tax Other Taxes EU Savings Tax Directive F. Netherlands Taxation in the Netherlands General Netherlands Withholding Tax G. Norway Foreign investors Domestic investors H. Sweden Taxation in Sweden General Sweden Withholding Tax I. The proposed financial transactions tax SELLING RESTRICTIONS A. General B. European Economic Area C. Finland D. France E. Italy F. Norway G. United States of America TERMS AND CONDITIONS AND FORM OF FINAL TERMS Terms and Conditions for Certificates relating to Shares Form of Final Terms for Certificates relating to Shares Terms and Conditions for Certificates relating to Indices Form of Final Terms for Certificates relating to Indices SIGNATURES

5 SUMMARY Summaries are made up of disclosure requirements known as Elements. numbered in Sections A E (A.1 E.7). These elements are This summary contains all the Elements required to be included in a summary for this type of securities and Issuer. There may be gaps in the numbering sequence of the Elements in cases where Elements are not required to be addressed. Even though an Element may be required to be inserted in the summary because of the type of securities and Issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of - not applicable -. Certain provisions of this summary are in brackets. Such information will be completed or, where not relevant, deleted, in relation to a particular issue of securities, and the completed summary in relation to such issue of securities shall be appended to the relevant final terms. Section A Introduction and Warnings Element Description of Element Disclosure requirement A.1 Warnings This summary should be read as an introduction to the base prospectus (the "Base Prospectus") and the relevant Final Terms. Investors should base any decision to invest in the securities issued under the Base Prospectus (the "Certificates") in consideration of the Base Prospectus as a whole and the relevant Final Terms. Where a claim relating to information contained in the Base Prospectus is brought before a court in a member state of the European Economic Area, the plaintiff investor may, under the national legislation of such member state, be required to bear the costs for the translation of the Base Prospectus and the Final Terms before the legal proceedings are initiated. Civil liability attaches only to those persons, who have tabled the summary including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of the Base Prospectus or it does not provide, when read together with the other parts of the Base Prospectus, all necessary key information. A.2 Consent to the use of the Prospectus [- not applicable - The Issuer has not granted consent to use the Base Prospectus and the Final Terms for the subsequent resale or final placement of the Certificates by any financial intermediary.] [[The Issuer hereby grants consent to use the Base Prospectus and the Final Terms for the subsequent resale or final placement of the Certificates by any financial intermediary.] [The Issuer hereby grants consent to use the Base Prospectus and the Final Terms for the subsequent resale or final placement of the Certificates by the following financial intermediar[y][ies]: [name(s) and address(es) of financial intermediar(y)(ies)]] The offer period within which subsequent resale or final placement of Certificates by financial intermediaries can be made, is valid only as long as the Base Prospectus and the Final Terms are valid in - 5 -

6 accordance with Article 9 of the Prospectus Directive as implemented in the relevant Member State [and in the period from [start date] to [end date]]. The consent to use the Base Prospectus and the Final Terms is granted only in relation to the following Member State(s): [relevant Member State(s)] The consent to use the Base Prospectus including any supplements as well as any corresponding Final Terms is subject to the condition that (i) this Base Prospectus and the respective Final Terms are delivered to potential investors only together with any supplements published before such delivery and (ii) when using the Base Prospectus and the respective Final Terms, each financial intermediary must make certain that it complies with all applicable laws and regulations in force in the respective jurisdictions. In the event of an offer being made by a financial intermediary, this financial intermediary will provide information to investors on the terms and conditions of the offer at the time of that offer.] - 6 -

7 Section B Issuer Element Description of Element Disclosure requirement B.1 Legal and Commercial Name of the Issuer B.2 Domicile / Legal Form / Legislation / Country of Incorporation The legal name of the Bank is COMMERZBANK Aktiengesellschaft (the "Issuer", the "Bank" or "Commerzbank", together with its consolidated subsidiaries "Commerzbank Group" or the "Group") and the commercial name of the Bank is Commerzbank. The Bank's registered office is Frankfurt am Main. Its head office is at Kaiserstraße 16 (Kaiserplatz), Frankfurt am Main, Federal Republic of Germany. Commerzbank is a stock corporation established under German law. B.4b Known trends affecting the Issuer and the industries in which it operates The global financial market crisis and sovereign debt crisis in the eurozone in particular have put a very significant strain on the net assets, financial position and results of operations of Commerzbank in the past, and it can be assumed that further materially adverse effects for Commerzbank can also result in the future, in particular in the event of a renewed escalation of the crisis. B.5 Organisational Structure B.9 Profit forecasts or estimates B.10 Qualifications in the auditors' report B.12 Selected key financial information Commerzbank is the parent company of the Commerzbank Group. The Commerzbank Group holds directly and indirectly equity participations in various companies. - not applicable The Issuer currently does not make profit forecasts or estimates. - not applicable PricewaterhouseCoopers Aktiengesellschaft Wirtschaftsprüfungsgesellschaft, Frankfurt am Main ("PwC") audited the annual financial statements for the 2012 financial year the consolidated financial statements for the 2011 and 2012 financial years and issued an unqualified auditors' report in each case. Furthermore, PwC has subjected Commerzbank s condensed consolidated interim financial statements as at 31 March 2013 to an auditor s review and issued a review report. The following table sets out in summary form the balance sheet and income statement of the Commerzbank Group which has been extracted from the respective audited consolidated financial statements prepared in accordance with IFRS as of 31 December 2011 and 2012 as well as from the consolidated interim financial statements as at 31 March 2013 (reviewed): Balance sheet 31 December December 31 March Assets ( m) Cash reserve... 6,075 15,755 11,051 Claims on banks... 87,790 88, ,622 Claims on customers , , ,136 Value adjustment portfolio fair value hedges Positive fair value of derivative hedging instruments... 5,132 6,057 5,222 Trading assets , , ,091 Financial investments... 94,523 89,142 89,

8 Holdings in companies accounted for using the equity method Intangible assets... 3,038 3,051 3,054 Fixed assets... 1,399 1,372 1,737 Investment properties Non-current assets and disposal groups held for sale... 1, Current tax assets Deferred tax assets... 4,154 3,216 3,304 Other assets... 3,242 3,571 3,700 Total , , ,300 Liabilities and equity ( m) Liabilites to banks... 98, , ,547 Liabilities to customers , , ,946 Securitised liabilities ,673 79,332 72,994 Value adjustment portfolio fair value hedges ,467 1,188 Negative fair values of derivative hedging instruments... 11,427 11,739 10,580 Trading liabilities , , ,001 Provisions... 3,761 3,259 4,250 Current tax liabilities Deferred tax liabilities Liabilities from disposal groups held for sale Other liabilities... 6,568 6,523 6,385 Subordinated capital... 13,285 12,316 11,814 Hybrid capitall... 2,175 1,597 1,610 Equity... 24,803 26,327 26,449 Total , , ,300 Income Statement ( m) December 31, 2011 December 31, 2012 March 31, ) March 31, 2013 Net interest income... 6,724 5,539 1,694 1,356 Loan loss provisions... (1,390) (1,660) (212) (267) Net interest income after loan loss provisions... Net commission income... Net trading income and net trading from hedge accounting... 5,334 3,879 1,482 1,089 3,495 3, ,986 1, Net investment income... (3,611) 81 (176) (6) Current net income from companies accounted for using the equity method Other net income... 1,253 (77) 21 (62) Operating expenses... 7,992 7,025 1,790 1,724 Restructuring expenses Net gain or loss from sale of disposal of groups (268) Pre-tax profit or loss (24) Taxes on income (240) Consolidated profit or loss (69) 1) Prior-year figures restated due to the first-time application of the amended IAS 19 and other disclosure changes

9 Save as disclosed under item B.13, there has been no material adverse change in the prospects of Commerzbank since 31 December Save as disclosed under item B.13, no significant change in the financial position of the Commerzbank Group has occurred since 31 March B.13 Recent developments In November 2012 Commerzbank published its strategic and financial goals until Thus Commerzbank plans to adapt its business model to the changing framework conditions in the financial industry in the coming years. In the framework of its strategic agenda for the period to 2016, Commerzbank intends to invest more than EUR 2.0 billion in the earnings power of its core business in the segments Private Customers, Mittelstandsbank, Corporates & Markets and Central & Eastern Europe. Furthermore, costs shall be kept stable and the capital base shall be further optimised by implementing additional efficiency measures. In connection with the implementation of the strategic agenda for the period to 2016 the Board of Managing Directors of Commerzbank adopted and published a policy statement on the planned job cuts in February There are plans to cut 1,800 full-time jobs in the branch network of the Private Customer business by the end of Altogether there are plans to cut full-time jobs in the Group of between 4,000 and 6,000 by the end of On 13 March 2013 Commerzbank announced that it is planning an early repayment in full of the silent participations of the Financial Market Stabilization Fund (SoFFin) of about EUR 1.6 billion and Allianz of EUR 750 million. To this end, a capital reduction through the consolidation of shares in the ratio of 10:1 was implemented in a first step on 22 April In a further step, a capital increase was implemented and registered in the commercial register of the Local Court of Frankfurt am Main on 28 May A total of 555,555,556 new shares were issued at a subscription price of EUR 4.50 per share. The silent participations of SoFFin and Allianz were repaid in full as of 31 May The share capital of Commerzbank now amounts to EUR 1,138,506, and is divided into 1,138,506,941 bearer shares with no par value. B.14 Dependence of the Issuer upon other entities within the group B.15 Issuer s principal activities, principal markets - not applicable As stated under item B.5, Commerzbank is the parent company of the Commerzbank Group. The focus of the activities of the Commerzbank Group is on the provision of a wide range of products and financial services to private, small and medium-sized corporate as well as institutional customers in Germany, including account administration, payment transactions, lending, savings and investment products, securities services, and capital market and investment banking products and services. Furthermore, the Group is active in specialist sectors, such as leasing. As part of its comprehensive financial services strategy, the Group also offers other financial services in association with cooperation partners, particularly building savings loans, asset management and insurance. In addition, the Group is expanding its position as one of the most important German export financiers

10 Alongside its business in Germany, the Group is also active in Central and Eastern Europe through its subsidiaries, branches and investments. On September 30, 2012 the Commerzbank Group was divided into five segments Private Customers, Mittelstandsbank, Central & Eastern Europe, Corporates & Markets and Non Core Assets (NCA) as well as the Others and Consolidation segment. Thereof, the Private Customers, Mittelstandsbank, Central & Eastern Europe and Corporates & Markets segments, along with the Others and Consolidation segment formed the core bank of the Commerzbank Group. The NCA segment constitutes the Group internal reduction unit which, since August 9, 2012, contains the Commercial Real Estate Financing and Ship Finance businesses in addition to the businesses that were classified as non-core activities as of March 30, 2012 as well as the Public Finance portfolio. In legal terms, former Eurohypo Aktiengesellschaft will retain the Commercial Real Estate Financing portfolio as well as the Public Finance portfolio. As of August 31, 2012, Eurohypo Aktiengesellschaft was renamed Hypothekenbank Frankfurt AG. The core business of Hypothekenbank Frankfurt with private customers (private construction financing) was integrated into the Private Customers segment of the core bank. In addition, the Group division Commerz Real was integrated into the Private Customers segment within the core bank. Furthermore, as of July 1, 2012, the Portfolio Restucturing Unit (PRU) segment was dissolved as a separate segment. Significant parts of the remaining portfolio were transferred to the Corporates & Markets segment of the core bank. On July 30, 2012, Commerzbank reached an agreement with the Ukrainian Smart Group on the sale of its stake of approximately 96% in the Ukrainian Bank Forum. The transaction was approved by the regulatory authorities at the end of October B.16 Major shareholders Based on the shareholders disclosure pursuant to sections 21 et seq. of the German Securities Trading Act (WpHG) the following shareholders own more than 3% of Commerzbank s ordinary shares: Financial market stabilization fund/special fund for the stabilization of the financial markets (SoFFin): 17.15% The Capital Group Companies: 3.37%

11 Section C Securities 1 [Bonus] [Capped Bonus] [Capped Bonus Last Minute] Certificates relating to [Shares][Indices] Element Description of Element Disclosure requirement C.1 Type and class of the securities / Security identification number Type/Form of Securities [Bonus] [Capped Bonus] [Capped Bonus Last Minute] Certificates relating to [underlying***] (the "Certificates") [[Each series of Certificates is] [The Certificates are] represented by a global bearer certificate.] [[Each series of Certificates is] [The Certificates are] issued in dematerialised form.] Security Identification number(s) of Securities [ISIN / local code***] C.2 Currency of the securities C.5 Restrictions on the free transferability of the securities C.8 Rights attached to the securities (including ranking of the Securities and limitations to those rights) [Each series of Certificates is] [The Certificates are] issued in [currency]. - not applicable The Certificates are freely transferable. Governing law of the Securities The Certificates will be governed by, and construed in accordance with German law. The constituting of the Certificates may be governed by the laws of the jurisdiction of the Clearing System as set out in the respective Final Terms. Repayment Bonus Certificates Bonus Certificates entitle its holder to receive on the Maturity Date the payment of a monetary amount per Certificate (the "Redemption Amount") which will either be equal to (i) the Bonus Amount or (ii) the Reference Price of the Underlying on the Valuation Date multiplied with the applicable Ratio [the result being converted into [currency]]. If during the Monitoring Period the price of the Underlying has never been equal to or below the Barrier, the Redemption Amount will be at least equal to the Bonus Amount. Capped Bonus Certificates Capped Bonus Certificates entitle its holder to receive on the Maturity Date the payment of a monetary amount per Certificate (the "Redemption Amount") which will either be equal to (i) the Bonus 1 The use of "***" in this Section C indicates that the relevant information of each series of Securities may be presented in a table

12 Amount or the Maximum Amount, respectively, or (ii) the Reference Price of the Underlying on the Valuation Date multiplied with the applicable Ratio[ the result being converted into [currency]]. If during the Monitoring Period the price of the Underlying has never been equal to or below the Barrier, the Redemption Amount will be the Bonus Amount which is equal to the Maximum Amount. In any other case, the investor will receive a Redemption Amount which under no circumstances exceeds the Maximum Amount. Capped Bonus Last Minute Certificates Capped Bonus Last Minute Certificates entitle its holder to receive on the Maturity Date the payment of a monetary amount per Certificate (the "Redemption Amount") which will either be equal to (i) the Bonus Amount or (ii) the Reference Price of the Underlying on the Valuation Date multiplied with the applicable Ratio[ the result being converted into [currency]]. If the Reference Price of the Underlying on the Valuation Date is above the Barrier, the Redemption Amount will be equal to the Bonus Amount. In any other case, the investor will receive a Redemption Amount which under no circumstances exceeds the Bonus Amount. All Certificates [in case of shares as underlying:][during the term of [each series of the] [the] Certificates the investor will not receive dividend payments of the company issuing the Shares underlying the Certificates.] [in case of indices as underlying:][for the purposes of calculations made in connection with the Certificates, each one index point of the Underlying shall be equal to [EUR][currency] 1.00.] Adjustments and Early Termination Subject to particular circumstances, the Issuer may be entitled to perform certain adjustments. Apart from this, the Issuer may be entitled to terminate the Certificates prematurely if a particular event occurs. Ranking of the Securities The obligations under the Certificates constitute direct, unconditional and unsecured (nicht dinglich besichert) obligations of the Issuer and, unless otherwise provided by applicable law, rank at least pari passu with all other unsubordinated and unsecured (nicht dinglich besichert) obligations of the Issuer. C.11 Admission to listing and trading on a regulated market or equivalent market [The Issuer intends to apply for the listing and trading of [each series of the] [the] Certificates on the regulated market[s] of [Euronext Paris S.A.] [Euronext Brussels N.V./S.A.] [Euronext Amsterdam N.V.] [Madrid Stock Exchange] [Barcelona Stock Exchange] [Nordic Derivatives Exchange Stockholm] [Nordic Derivatives Exchange Helsinki] [Nordic Derivatives Exchange Oslo] [Nasdaq OMX Stockholm] [Nasdaq OMX Helsinki] [Luxembourg Stock Exchange] [Luxembourg Stock Exchange] [ ] with effect from [date].] [- not applicable - [Each series of the] [the] Certificates are not intended to be listed and traded on any regulated market.]

13 [other provisions] C.15 Influence of the Underlying on the value of the securities: Bonus Certificates The payment of a Redemption Amount will to a significant extent depend upon the performance of the Underlying during the term of the Certificates. In detail: If during the Monitoring Period the price of the Underlying has never been equal to or below *** (the "Barrier"), there are two possible scenarios for the redemption of the Bonus Certificates on the Maturity Date: 1. If the Reference Price of the Underlying on the Valuation Date is below *** (the "Bonus Barrier") the Redemption Amount will be equal to *** (the "Bonus Amount")[, converted into [EUR][currency]]. 2. If the Reference Price of the Underlying on the Valuation Date is equal to or above the Bonus Barrier the Redemption Amount will be equal to the product of the Reference Price of the Underlying on the Valuation Date and *** (the "Ratio")[ whereby the result will be converted into [currency]]. If during the Monitoring Period the price of the Underlying has at least once been equal to or below the Barrier, the Redemption Amount on the Maturity Date will always be equal to the product of the Reference Price of the Underlying on the Valuation Date and the Ratio and not at least the Bonus Amount. Capped Bonus Certificates The payment of a Redemption Amount will to a significant extent depend upon the performance of the Underlying during the term of the Certificates. In detail: If during the Monitoring Period the price of the Underlying has never been equal to or below *** (the "Barrier"), there are two possible scenarios for the redemption of the Capped Bonus Certificates on the Maturity Date: 1. If the Reference Price of the Underlying on the Valuation Date is below *** (the "Bonus Barrier") the Redemption Amount will be equal to the *** (the "Bonus Amount")[, converted into [EUR][currency]]. 2. If the Reference Price of the Underlying on the Valuation Date is equal to or above the Bonus Barrier the Redemption Amount will be equal to *** (the "Maximum Amount"). If during the Monitoring Period the price of the Underlying has at least once been equal to or below the Barrier, there are two possible scenarios for the redemption of the Capped Bonus Certificates on the Maturity Date:

14 1. If the Reference Price of the Underlying on the Valuation Date is below *** (the "Cap") which is equal to the Bonus Barrier,.the Redemption Amount will be equal to the product of the Reference Price of the Underlying on the Valuation Date and *** (the "Ratio") ")[ whereby the result will be converted into [currency]]. 2. If the Reference Price of the Underlying on the Valuation Date is equal to or above the Cap the Redemption Amount will be equal to the Maximum Amount which is equal to the Bonus Amount[, converted into [EUR][currency]]. Capped Bonus Last Minute Certificates The payment of a Redemption Amount will to a significant extent depend upon the Reference Price of the Underlying on the Valuation Date. In detail: If during the Monitoring Period the price of the Underlying has never been equal to or below *** (the "Barrier"), the Redemption Amount on the Maturity Date will be equal to *** (the "Bonus Amount")[, converted into [EUR][currency]]. If during the Monitoring Period the price of the Underlying has at least once been equal to or below the Barrier, there are two possible scenarios for the redemption of the Capped Bonus Certificates on the Maturity Date: 1. If the Reference Price of the Underlying on the Valuation Date is below *** (the "Cap").the Redemption Amount will be equal to the product of the Reference Price of the Underlying on the Valuation Date and *** (the "Ratio") ")[ whereby the result will be converted into [currency]]. 2. If the Reference Price of the Underlying on the Valuation Date is equal to or above the Cap the Redemption Amount will be equal to *** (the "Maximum Amount")[, converted into [EUR][currency]]. All Certificates [in case a conversion is necessary:]["relevant Conversion Rate" means [in case of non quanto Certificates:][the price of [EUR] [currency] 1.00 in [USD][foreign currency], as actually traded on the International Interbank Spot Market on the Valuation Date at such point of time, at which the Reference Price of the Underlying is determined and published.] [in case of quanto Certificates:][the [EUR] [currency] 1.00 / [USD][foreign currency] 1.00.] [in case of indices as underlying:][for the purposes of calculationsmade in connection with the Certificates, each one index point of the Underlying shall be equal to [EUR][currency] 1.00.] C.16 Valuation Date Maturity Date [valuation date***] The [ordinal number] Payment Business Day after the Valuation Date

15 C.17 Description of the settlement procedure for the securities C.18 Delivery procedure (clearing on the Exercise Date) C.19 Final Reference Price of the Underlying [Each series of the] [The] Certificates sold will be delivered on the Payment Date in accordance with applicable local market practice via the Clearing System. All amounts payable under the Certificates shall be paid to the Paying Agent for transfer to the Clearing System or pursuant to the Clearing System's instruction for credit to the relevant accountholders on the dates stated in the applicable terms and conditions. Payment to the Clearing System or pursuant to the Clearing System's instruction shall release the Issuer from its payment obligations under the Certificates in the amount of such payment. [share:][the price of the Underlying last determined and published by the Exchange on the Valuation Date (official closing price).] [other provisions] [index:][the level of the Underlying last determined and published by the Index Sponsor on the Valuation Date (official closing level).] [other provisions] C.20 Type of the underlying and details, where information on the underlying can be obtained The asset underlying [each series of the Certificates are] [the Certificates is] [share, company, ISIN***] [index, index sponsor, ISIN] (the "Underlying"). Information on the Underlying is available on the website ***

16 [Reverse Bonus] [Capped Reverse Bonus] Certificates relating to [Shares][Indices] Element Description of Element Disclosure requirement C.1 Type and class of the securities / Security identification number Type/Form of Securities [Reverse Bonus] [Capped Reverse Bonus] Certificates relating to [underlying***] (the "Certificates") [[Each series of Certificates is] [The Certificates are] represented by a global bearer certificate.] [[Each series of Certificates is] [The Certificates are] issued in dematerialised form.] Security Identification number(s) of Securities [ISIN / local code***] C.2 Currency of the securities C.5 Restrictions on the free transferability of the securities C.8 Rights attached to the securities (including ranking of the Securities and limitations to those rights) [Each series of Certificates is] [The Certificates are] issued in [currency]. - not applicable The Certificates are freely transferable. Governing law of the Securities The Certificates will be governed by, and construed in accordance with German law. The constituting of the Certificates may be governed by the laws of the jurisdiction of the Clearing System as set out in the respective Final Terms. Repayment Reverse Bonus Certificates Reverse Bonus Certificates entitle its holder to receive on the Maturity Date the payment of a monetary amount per Certificate (the "Redemption Amount") which will either be equal to (i) the Bonus Amount or (ii) an amount which depends on the price of the Reference Price of the Underlying on the Valuation Date. If during the Monitoring Period the price of the Underlying has never been equal to or above the Barrier, the Redemption Amount will be at least equal to the Bonus Amount. Capped Reverse Bonus Certificates Capped Reverse Bonus Certificates entitle its holder to receive on the Maturity Date the payment of a monetary amount per Certificate (the "Redemption Amount") which will either be equal to (i) the Bonus Amount or the Maximum Amount, respectively, or (ii) an amount which depends on the price of the Reference Price of the Underlying on the Valuation Date. If during the Monitoring Period the price of the Underlying has never been equal to or above the Barrier, the Redemption Amount will be the Bonus Amount which is equal to the Maximum Amount. In any other case, the investor will receive a Redemption Amount which under no circumstances exceeds the Maximum Amount

17 All Certificates [in case of shares as underlying:][during the term of [each series of the] [the] Certificates the investor will not receive dividend payments of the company issuing the Shares underlying the Certificates.] Adjustments and Early Termination Subject to particular circumstances, the Issuer may be entitled to perform certain adjustments. Apart from this, the Issuer may be entitled to terminate the Certificates prematurely if a particular event occurs. Ranking of the Securities The obligations under the Certificates constitute direct, unconditional and unsecured (nicht dinglich besichert) obligations of the Issuer and, unless otherwise provided by applicable law, rank at least pari passu with all other unsubordinated and unsecured (nicht dinglich besichert) obligations of the Issuer. C.11 Admission to listing and trading on a regulated market or equivalent market [The Issuer intends to apply for the listing and trading of [each series of the] [the] Certificates on the regulated market[s] of [Euronext Paris S.A.] [Euronext Brussels N.V./S.A.] [Euronext Amsterdam N.V.] [Madrid Stock Exchange] [Barcelona Stock Exchange] [Nordic Derivatives Exchange Stockholm] [Nordic Derivatives Exchange Helsinki] [Nordic Derivatives Exchange Oslo] [Nasdaq OMX Stockholm] [Nasdaq OMX Helsinki] [Luxembourg Stock Exchange] [Luxembourg Stock Exchange] [ ] with effect from [date].] [- not applicable - [Each series of the] [the] Certificates are not intended to be listed and traded on any regulated market.] [other provisions] C.15 Influence of the Underlying on the value of the securities: Reverse Bonus Certificates The payment of a Redemption Amount will to a significant extent depend upon the performance of the Underlying during the term of the Certificates. In detail: If during the Monitoring Period the price of the Underlying has never been equal to or above *** (the "Barrier"), there are two possible scenarios for the redemption of the Reverse Bonus Certificates on the Maturity Date: 1. If the Reference Price of the Underlying on the Valuation Date is above *** (the "Bonus Barrier") the Redemption Amount will be equal to *** (the "Bonus Amount")[, converted into [EUR][currency]]. 2. If the Reference Price of the Underlying on the Valuation Date is equal to or below the Bonus Barrier the Redemption Amount will be calculated according to the following formula:

18 max [ 0; [currency] *** x Underlying final 2 ] Underlyinginitial where Underlying final means the Reference Price of the Underlying on the Valuation Date and Underlying initial means *** (the " Strike"). If during the Monitoring Period the price of the Underlying has at least once been equal to or above the Barrier, the Redemption Amount on the Maturity Date will always be calculated in accordance with the above-mentioned formula. Capped Reverse Bonus Certificates The payment of a Redemption Amount will to a significant extent depend upon the performance of the Underlying during the term of the Certificates. In detail: If during the Monitoring Period the price of the Underlying has never been equal to or above *** (the "Barrier"), there are two possible scenarios for the redemption of the Capped Reverse Bonus Certificates on the Maturity Date: 1. If the Reference Price of the Underlying on the Valuation Date is above *** (the "Bonus Barrier") the Redemption Amount will be equal to the *** (the "Bonus Amount")[, converted into [EUR][currency]]. 2. If the Reference Price of the Underlying on the Valuation Date is equal to or below the Bonus Barrier the Redemption Amount will be equal to *** (the "Maximum Amount"). If during the Monitoring Period the price of the Underlying has at least once been equal to or above the Barrier, there are two possible scenarios for the redemption of the Capped Reverse Bonus Certificates on the Maturity Date: 1. If the Reference Price of the Underlying on the Valuation Date is above *** (the "Cap") which is equal to the Bonus Barrier, the Redemption Amount will be calculated according to the following formula: max [ 0; [currency] *** x Underlying final 2 ] Underlyinginitial where Underlying final means the Reference Price of the Underlying on the Valuation Date and Underlying initial means *** (the "Strike"). 2. If the Reference Price of the Underlying on the Valuation Date is equal to or below the Cap, the Redemption Amount on the Maturity Date will be equal to *** (the "Maximum Amount") which is equal to the Bonus Amount, [, converted into [EUR][currency]]

19 All Certificates [in case a conversion is necessary:]["relevant Conversion Rate" means [in case of non quanto Certificates:][the price of [EUR] [currency] 1.00 in [USD][foreign currency], as actually traded on the International Interbank Spot Market on the Valuation Date at such point of time, at which the Reference Price of the Underlying is determined and published.] [in case of quanto Certificates:][the [EUR] [currency] 1.00 / [USD][foreign currency] 1.00.] C.16 Valuation Date Maturity Date C.17 Description of the settlement procedure for the securities C.18 Delivery procedure (clearing on the Exercise Date) C.19 Final Reference Price of the Underlying [valuation date***] The [ordinal number] Payment Business Day after the Valuation Date. [Each series of the] [The] Certificates sold will be delivered on the Payment Date in accordance with applicable local market practice via the Clearing System. All amounts payable under the Certificates shall be paid to the Paying Agent for transfer to the Clearing System or pursuant to the Clearing System's instruction for credit to the relevant accountholders on the dates stated in the applicable terms and conditions. Payment to the Clearing System or pursuant to the Clearing System's instruction shall release the Issuer from its payment obligations under the Certificates in the amount of such payment. [share:][the price of the Underlying last determined and published by the Exchange on the Valuation Date (official closing price).] [other provisions] [index:][the level of the Underlying last determined and published by the Index Sponsor on the Valuation Date (official closing level).] [other provisions] C.20 Type of the underlying and details, where information on the underlying can be obtained The asset underlying [each series of the Certificates are] [the Certificates is] [share, company, ISIN***] [index, index sponsor, ISIN] (the "Underlying"). Information on the Underlying is available on the website ***

20 Discount Certificates relating to Shares Element Description of Element Disclosure requirement C.1 Type and class of the securities / Security identification number Type/Form of Securities Discount Certificates relating to [underlying***] (the "Certificates") [[Each series of Certificates is] [The Certificates are] represented by a global bearer certificate.] [[Each series of Certificates is] [The Certificates are] issued in dematerialised form.] Security Identification number(s) of Securities [ISIN / local code***] C.2 Currency of the securities C.5 Restrictions on the free transferability of the securities C.8 Rights attached to the securities (including ranking of the Securities and limitations to those rights) [Each series of Certificates is] [The Certificates are] issued in [currency]. - not applicable The Certificates are freely transferable. Governing law of the Securities The Certificates will be governed by, and construed in accordance with German law. The constituting of the Certificates may be governed by the laws of the jurisdiction of the Clearing System as set out in the respective Final Terms. Repayment Discount Certificates entitle its holder to receive on the Maturity Date the payment of a monetary amount per Certificate (the "Redemption Amount") which will either be equal to (i) the Maximum Amount or (ii) the Reference Price of the Underlying on the Valuation Date multiplied with the applicable Ratio [the result being converted into [currency]]. Under no circumstances will the investor receive a Redemption Amount which exceeds the Maximum Amount. During the term of [each series of the] [the] Certificates the investor will not receive dividend payments of the company issuing the Shares underlying the Certificates. Adjustments and Early Termination Subject to particular circumstances, the Issuer may be entitled to perform certain adjustments. Apart from this, the Issuer may be entitled to terminate the Certificates prematurely if a particular event occurs. Ranking of the Securities The obligations under the Certificates constitute direct, unconditional and unsecured (nicht dinglich besichert) obligations of the Issuer and, unless otherwise provided by applicable law, rank at least pari

21 passu with all other unsubordinated and unsecured (nicht dinglich besichert) obligations of the Issuer. C.11 Admission to listing and trading on a regulated market or equivalent market [The Issuer intends to apply for the listing and trading of [each series of the] [the] Certificates on the regulated market[s] of [Euronext Paris S.A.] [Euronext Brussels N.V./S.A.] [Euronext Amsterdam N.V.] [Madrid Stock Exchange] [Barcelona Stock Exchange] [Nordic Derivatives Exchange Stockholm] [Nordic Derivatives Exchange Helsinki] [Nordic Derivatives Exchange Oslo] [Nasdaq OMX Stockholm] [Nasdaq OMX Helsinki] [Luxembourg Stock Exchange] [Luxembourg Stock Exchange] [ ] with effect from [date].] [- not applicable - [Each series of the] [the] Certificates are not intended to be listed and traded on any regulated market.] [other provisions] C.15 Influence of the Underlying on the value of the securities: The payment of a Redemption Amount will to a significant extent depend upon the Reference Price of the Underlying on the Valuation Date. In detail: There are two possible scenarios for the redemption of the Discount Certificates on the Maturity Date: 1. If the Reference Price of the Underlying on the Valuation Date is equal to or above *** (the "Cap"), the Redemption Amount will be equal to the (the "Maximum Amount")[, converted into [EUR][currency]]. 2. If the Reference Price of the Underlying on the Valuation Date is below the Cap, the Redemption Amount will be equal to the product of the Reference Price of the Underlying on the Valuation Date and *** (the "Ratio")[, whereby the result will be converted into [currency]]. [in case a conversion is necessary:]["relevant Conversion Rate" means [in case of non quanto Certificates:][the price of [EUR] [currency] 1.00 in [USD][foreign currency], as actually traded on the International Interbank Spot Market on the Valuation Date at such point of time, at which the Reference Price of the Underlying is determined and published.] [in case of quanto Certificates:][the [EUR] [currency] 1.00 / [USD][foreign currency] 1.00.] C.16 Valuation Date Maturity Date C.17 Description of the settlement procedure for the securities C.18 Delivery procedure (clearing on the [valuation date***] The [ordinal number] Payment Business Day after the Valuation Date. [Each series of the] [The] Certificates sold will be delivered on the Payment Date in accordance with applicable local market practice via the Clearing System. All amounts payable under the Certificatesshall be paid to the Paying Agent for transfer to the Clearing System or pursuant to the Clearing System's instruction for credit to the relevant

22 Exercise Date) C.19 Final Reference Price of the Underlying C.20 Type of the underlying and details, where information on the underlying can be obtained accountholders on the dates stated in the applicable terms and conditions. Payment to the Clearing System or pursuant to the Clearing System's instruction shall release the Issuer from its payment obligations under the Certificates in the amount of such payment. [The price of the Underlying last determined and published by the Exchange on the Valuation Date (official closing price).] [other provisions] The asset underlying [each series of the Certificates are] [the Certificates is] [share, company, ISIN***] (the "Underlying"). Information on the Underlying is available on the website ***

23 [Capped] [Capped+] Certificates relating to Indices Element Description of Element Disclosure requirement C.1 Type and class of the securities / Security identification number Type/Form of Securities [Capped] [Capped+] Certificates relating to [underlying***] (the "Certificates") [[Each series of Certificates is] [The Certificates are] represented by a global bearer certificate.] [[Each series of Certificates is] [The Certificates are] issued in dematerialised form.] Security Identification number(s) of Securities [ISIN / local code***] C.2 Currency of the securities C.5 Restrictions on the free transferability of the securities C.8 Rights attached to the securities (including ranking of the Securities and limitations to those rights) [Each series of Certificates is] [The Certificates are] issued in [currency]. - not applicable The Certificates are freely transferable. Governing law of the Securities The Certificates will be governed by, and construed in accordance with German law. The constituting of the Certificates may be governed by the laws of the jurisdiction of the Clearing System as set out in the respective Final Terms. Repayment Capped Certificates Capped Certificates entitle its holder to receive on the Maturity Date the payment of a monetary amount per Certificate (the "Redemption Amount") which will either be equal to (i) the Maximum Amount, (ii) an amount which depends on the Reference Price of the Underlying on the Valuation Date or (iii) [EUR][currency]] 0 (zero). If the Reference Price of the Underlying on the Valuation Date is above the Lower Barrier, the Redemption Amount will be at least equal to the product of of (i) the amount by which the Reference Price of the Underlying on the Valuation Date exceeds the Lower Barrier and (ii) the Ratio. Under no circumstances will the investor receive a Redemption Amount which exceeds the Maximum Amount. If the Reference Price of the Underlying on the Valuation Date is equal to or below the Lower Barrier, the Redemption Amount will be [EUR][currency]] 0 (zero). Capped+ Certificates Capped Certificates entitle its holder to receive on the Maturity Date the payment of a monetary amount per Certificate (the "Redemption Amount") which will either be equal to (i) the

24 Maximum Amount, (ii) an amount which depends on the Reference Price of the Underlying on the Valuation Date or (iii) [EUR][currency]] 0 (zero). If the Reference Price of the Underlying on the Valuation Date is above the Lower Barrier, the Redemption Amount will be at least equal to the product of (i) the amount by which the Reference Price of the Underlying on the Valuation Date exceeds the Lower Barrier and (ii) the Ratio. Under no circumstances will the investor receive a Redemption Amount which exceeds the Maximum Amount. If the Reference Price of the Underlying on the Valuation Date is equal to or below the Lower Barrier, the Redemption Amount will be [EUR][currency]] 0 (zero). Adjustments and Early Termination Subject to particular circumstances, the Issuer may be entitled to perform certain adjustments. Apart from this, the Issuer may be entitled to terminate the Certificates prematurely if a particular event occurs. Ranking of the Securities The obligations under the Certificates constitute direct, unconditional and unsecured (nicht dinglich besichert) obligations of the Issuer and, unless otherwise provided by applicable law, rank at least pari passu with all other unsubordinated and unsecured (nicht dinglich besichert) obligations of the Issuer. C.11 Admission to listing and trading on a regulated market or equivalent market [The Issuer intends to apply for the listing and trading of [each series of the] [the] Certificates on the regulated market[s] of [Euronext Paris S.A.] [Euronext Brussels N.V./S.A.] [Euronext Amsterdam N.V.] [Madrid Stock Exchange] [Barcelona Stock Exchange] [Nordic Derivatives Exchange Stockholm] [Nordic Derivatives Exchange Helsinki] [Nordic Derivatives Exchange Oslo] [Nasdaq OMX Stockholm] [Nasdaq OMX Helsinki] [Luxembourg Stock Exchange] [Luxembourg Stock Exchange] [ ] with effect from [date].] [- not applicable - [Each series of the] [the] Certificates are not intended to be listed and traded on any regulated market.] [other provisions] C.15 Influence of the Underlying on the value of the securities: Capped Certificates The payment of a Redemption Amount will to a significant extent depend upon the Reference Price of the Underlying on the Valuation Date. In detail: There are three possible scenarios for the redemption of the Capped Certificates on the Maturity Date: 1. If the Reference Price of the Underlying on the Valuation Date is above *** (the "Upper Barrier"), the Redemption Amount will be equal to *** (the "Maximum Amount")[, converted into [EUR][currency]]