Strike Date: 23 October Nov-15 50, NIKKEI 225, S&P 500. Redemption. The noteholder will receive a coupon of 1.5% (6% p.a.

Transcription

1 Quanto Autocallable RCB on the Worst of EURO STOXX 50, NIKKEI 225, S&P 500 CHF, 1 Year 6 Months, 6% p.a. Coupon, 40% American Downside Protection, Quarterly Redemption Dates INDICATIVE PRODUCT SUMMARY FOR THE INFORMATION OF PROFESSIONAL INVESTORS ONLY Description Product Information 27 October 2015 Payment Date: The client acquires a Note linked to the performance of EURO STOXX Issuer: Commerzbank AG Strike Date: 23 October Nov-15 50, NIKKEI 225, S&P 500 Currency: CHF Payment Date: 06 November 2015 Maturity: 1 Year 6 Months Valuation Date: 24 April 2017 Coupon Payment: Coupon: 6% p.a. Redemption Date: 09 May 2017 Every 3 Months beginning 08 February 2016 Early Redemption: Every 3 Months beginning Redemption Early Observation Date: Barrier: 60% of the strike price Every 3 Months beginning 25 April 2016 Trigger Level: 100% Early Redemption Date: Particularities: American barrier Every 3 Months beginning 10 May 2016 Guaranteed coupon Underlyings BBG Ticker Strike (100%) Call Trigger (100%) Barrier (60%) EURO STOXX 50 SX5E Index EUR 3, EUR 3, EUR 2, NIKKEI 225 NKY Index JPY 19, JPY 19, JPY 11, At maturity: a) On the 24 April 2017, if all underlyings close at or above their strike S&P 500 SPX Index USD 2, USD 2, USD 1, (no Early Redemption) prices b) The noteholder will receive a coupon of 1.5% (6% p.a.) 10 May 2016 If on any relevant observation date, all underlyings close at or above the relevant call trigger (100% of the strike price) The note is early redeemed and the noteholder will receive 100% of the denomination or none has ever traded below the barrier (60% of the strike price) The note redeems at 100% of the denomination On the 24 April 2017, if at least one underlying closes below its strike price and at least one underlying has ever traded below the barrier (60% of the strike price) The note redeems at a value equivalent to the performance of the least performing underlying, paid in cash Advantages: - The note will be redeemed early after 6 Months if all underlyings close at or above 100% of their strike prices -The investment is not at risk if the barrier is not breached during the life of the contract Product Identification Disadvantages: -The investment is at risk if the barrier is breached during the life of the contract - The return is capped at 6% p.a. ISIN: XS EU Savings Tax: In scope / code 6 Valoren: Option Premium Component: WKN: CB0G % Reuter/Bloomberg: Interest Component: 0.30% 130% Early Redemption: 120% 100% of the denomination 110% 100% Strike: 100% of the Initial Spot Price plus a coupon of 6% p.a. At Maturity Redemption: 100% of the denomination 90% plus 80% a coupon 6% p.a. 70% A coupon of 6% p.a. 60% American Barrier: 60% of the Strike Price 50% 40% Oct-14 Dec-14 Feb-15 Apr-15 Jun-15 Aug-15 The performance of the least performing underlying paid in cash plus a coupon SX5E Index NKY Index SPX Index Source: Bloomberg Risk Disclosure Production and distribution costs are included in the price provided by Commerzbank. The conditions described above are subject to the credit worthiness and solvency of Commerzbank AG. This is a summary of key features of the note. Please ensure you read the attached Terms, Selling Restrictions and Disclaimer. Commodity / Equity / Index London: New York: * Zurich: Frankfurt: Paris: Dubai: * Line diverted to London

2 CHF 6.00% p.a. Early Redemption Barrier Reverse Convertible Linked to worst of EURO STOXX 50 Index 1, Nikkei 225 Index 2 and S&P 500 Index 3 Issued by Commerzbank AG, Frankfurt am Main Cash settled SVSP Product Type: Barrier Reverse Convertible (1230), Auto-Callable Valor: Final Termsheet as of 26 October 2015 This document is of a summary nature only. The Final Termsheet contains the information required for a Final Simplified Prospectus pursuant to Article 5 CISA. This document in English is not available in one of the official Swiss languages. The Securities do not constitute a participation in a collective investment scheme within the meaning of CISA and are not subject to authorization and supervision by the Swiss Financial Market Supervisory Authority (FINMA). Accordingly, neither the Securities nor holders of the Securities benefit from protection under CISA and are exposed to the credit and default risk of the Issuer. I. PRODUCT DESCRIPTION Each Security entitles its holder to receive the Redemption Amount on the Maturity Date, subject to the occurrence of an Automatic Early Redemption Event. If no Automatic Early Redemption Event has occurred and if (i) the Final Fixing Level of the Worst Performing Underlying is equal to or above the Initial Fixing Level and/or if (ii) a Barrier Event has not occurred, the Redemption Amount is settled in cash at par. In addition, the investor will receive the Fixed Amount on each Fixed Amount Payment Date. If no Automatic Early Redemption Event has occurred and if (i) the Final Fixing Level of the Worst Performing Underlying is below the Initial Fixing Level and if (ii) a Barrier Event has occurred, the investor will receive an amount in cash according to the ratio between the Final Fixing Level and the Initial Fixing Level of the Worst Performing Underlying. In addition, the investor will receive the Fixed Amount on each Fixed Amount Payment Date. If an Automatic Early Redemption Event occurs, the investor will receive the Automatic Early Redemption Amount (including the Fixed Amount) on the Automatic Early Redemption Date. The investor will further receive the Fixed Amounts that are payable on the Fixed Amount Payment Date(s) prior to the Automatic Early Redemption Date. 1 The EURO STOXX 50 Index and the trademarks used in the index name are the intellectual property of STOXX Limited, Zurich, Switzerland and/or its licensors. The index is used under license from STOXX. The securities based on the index are in no way sponsored, endorsed, sold or promoted by STOXX and/or its licensors and neither STOXX nor its licensors shall have any liability with respect thereto. 2 The Nikkei Stock Average ("Index") is an intellectual property of Nikkei Inc. "Nikkei", "Nikkei Stock Average", and "Nikkei 225" are the service marks of Nikkei Inc. Nikkei Inc. reserves all the rights, including copyright, to the index. Nikkei Digital Media, Inc., a wholly owned subsidiary of Nikkei Inc. calculates and dessiminates the Index under exclusive agreement with Nikkei Inc. Nikkei Inc. and Nikkei Digital Media Inc. are collectively "Index Sponsor". The Securities are not in any way sponsored, endorsed or promoted by the Index Sponsor. The Index Sponsor does not make any warranty or representation whatsoever, express or implied, either as to the results to be obtained as to the use of the Index or the figure as which the Index stands at any particular day or otherwise. The Index is compiled and calculated solely by the Index Sponsor. However, the Index Sponsor shall not be liable to any person for any error in the Index and the Index Sponsor shall not be under any obligation to advise any person, including a purchase or vendor of the Securities, of any error therein. In addition, the Index Sponsor gives no assurance regarding any modification or change in any methodology used in calculating the Index and is under no obligation to continue the calculation, publication and dissemination of the Index. 3 The S&P 500 Index is a product of S&P Dow Jones Indices LLC ("SPDJI"), and has been licensed for use by Commerzbank Aktiengesellschaft ("Licensee"). Standard & Poor s, S&P and S&P 500 are registered trademarks of Standard & Poor s Financial Services LLC ("S&P"); Dow Jones is a registered trademark of Dow Jones Trademark Holdings LLC ("Dow Jones"); and these trademarks have been licensed for use by SPDJI and sublicensed for certain purposes by Licensee. Licensee's products are not sponsored, endorsed, sold or promoted by SPDJI, Dow Jones, S&P, their respective affiliates, and none of such parties make any representation regarding the advisability of investing in such product(s) nor do they have any liability for any errors, omissions, or interruptions of the S&P 500 Index. 1

3 Underlyings Underlyings EURO STOXX 50 Index Nikkei 225 Index S&P 500 Index Bloomberg Ticker SX5E Index Exchange multiple, Eurozone Index Sponsor NKY Index Tokyo Nikkei, Inc. and Nikkei Digital Media, Inc. SPX Index NYSE NASDAQ Initial Fixing Level Call Trigger (100% of Initial Fixing Level) Barrier (60% of Initial Fixing Level) STOXX Ltd. EUR 3, EUR 3, EUR 2, S&P Dow Jones Indices LLC JPY 19, JPY 19, JPY 11, USD 2, USD 2, USD 1, Product Details SVSP Product Type Barrier Reverse Convertible (1230), Auto-Callable Security Codes ISIN: XS WKN: CB0G72 Valor: Issue Currency Issue Price per Security Quoting Type CHF 100 % of the Denomination (= CHF 1,000 per Security) "Percent" Issue Size CHF 5,000,000 (5,000 Securities with a denomination of CHF 1,000) Denomination Minimum Trading Size Minimum Investment Fixed Amount (Coupon) CHF 1,000 per Security 1 Security 1 Security CHF per Denomination on each Fixed Amount Payment Date (6.00% p.a.) For Swiss and EU Savings tax purposes, payment is split into two components: 0.0% p.a. interest-component 6.00% p.a. option-component Fixed Amount Payment Date(s) Business Day Convention Quotation Reference Price Final Fixing Level Exchange Business Day 8 February 2016, 10 May 2016, 9 August 2016, 7 November 2016, 6 February 2017 and the Maturity Date, subject to adjustment in accordance with the Business Day Convention Following Business Day (Unadjusted) In the secondary market, if any, traded prices will include accrued interest ("dirty prices") Official closing price of the Underlying as determined and published by the relevant Index Sponsor Reference Price on the Final Valuation Date A day on which the Exchange is open for trading during its regular trading sessions, notwithstanding the Exchange closing prior to its scheduled weekday closing time without regard to after hours or any other trading outside of the regular trading session hours 2

4 Early Redemption Automatic Early Redemption Event Automatic Early Redemption Amount Automatic Early Redemption Date(s) An Automatic Redemption Event occurs if on the Early Valuation Date the Reference Price of each Underlying is equal to or above the Call Trigger, and the Securities will be redeemed at the Automatic Early Redemption Amount on the Automatic Early Redemption Date Denomination plus Fixed Amount payable on the Fixed Amount Payment Date falling on the Automatic Early Redemption Date 10 May 2016, 9 August 2016, 7 November 2016 and 6 February 2017, subject to adjustment in accordance with the Business Day Convention Early Valuation Date(s) 25 April 2016, 25 July 2016, 24 october 2016 and 23 January 2017 Redemption Settlement Method Redemption Amount Cash If NO Automatic Early Redemption Event occurred, the investor is entitled to receive from the Issuer on the Maturity Date a Redemption Amount per Security determined according to the following scenarios: (a) If (i) the Final Fixing Level of the Worst Performing Underlying is equal to or above the Initial Fixing Level and/or if (ii) a Barrier Event has not occurred: Denomination * 100% (b) Otherwise: Denomination * Worst(final)/Worst(initial) Where: Worst(final) = Final Fixing Level of the Worst Performing Underlying Worst(initial) = Initial Fixing Level of the Worst Performing Underlying The Fixed Amount is payable in any case. Worst Performing Underlying The Underlying with the lowest Performance whereby Performance = Underlying(final)/Underlying(initial) Where: Underlying(final) = Final Fixing Level of the relevant Underlying Underlying(initial) = Initial Fixing Level of the relevant Underlying Barrier Event Observation Period A Barrier Event shall be deemed to have occurred if on any day during the Observation Period the Intra-day Price of at least one Underlying is below the Barrier. From Initial Fixing Date to Final Valuation Date (both dates inclusive) Dates Initial Fixing Date 23 October 2015 (with respect to EURO STOXX 50 Index and the S&P 500 Index) and 26 October 2015 (with respect to the Nikkei 225 Index) (This is the date on which the Initial Fixing Level, the Call Trigger and the Barrier are fixed.) Payment Date 6 November 2015 (This is the date on which the Securities are issued and the Issue Price is paid.) 3

5 Valuation Date(s) Early Valuation Dates and Final Valuation Date Final Valuation Date 24 April 2017 (This is (i) the end date of the Observation Period and (ii) the last trading day of the Securities. On this date, the Final Fixing Level is determined to calculate the Redemption Amount.) Automatic Early Redemption Dates Maturity Date Term As set out in "Early Redemption" above 9 May 2017 (subject to the Following Business Day Convention) (This is the date on which the Securities will be redeemed and the Redemption Amount will be settled.) From Payment Date to Maturity Date Fees Distribution Fees The Issuer may pay a fee of up to 0.73% p.a. of the Issue Price (the Fee ), in consideration for the intermediary s role in the inception of the product. A portion of such Fee may be allocated to distributors, as Placement Fee. Issuer Issuer Issuer Rating Lead Manager Calculation Agent Paying Agent Commerzbank AG, Frankfurt am Main, Germany The Issuer is a licensed bank incorporated as a corporation in the Federal Republic of Germany and authorized and regulated by the Federal Financial Supervisory Authority (BaFin). The address of the branch of the Issuer in Switzerland is: Commerzbank AG, Zurich Branch, Utoquai 55, 8034 Zurich. BBB+ (Standard and Poor's), Baa1 (Moody's), BBB (Fitch) Commerzbank AG, Frankfurt am Main, Germany Commerzbank AG, Frankfurt am Main, Germany Commerzbank AG, Frankfurt am Main, Germany Additional Information Distribution Form of Securities Clearing Listing Secondary Market Governing Law / Place of Jurisdiction These Securities qualify for distribution to non-qualified investors in Switzerland. Other countries: restrictions apply, please see "Selling Restrictions" below. The Securities will be represented by a global bearer note. No definitive notes will be issued and the right of delivery of definitive notes is excluded. Euroclear/Clearstream The Securities will not be listed or admitted to trading on any stock exchange. Without entering into any commitment, the Issuer will endeavour, under normal market conditions, to provide indicative bid and offer prices for a limited number of Securities. Spreads between the indicative bid and offer prices may vary. For the avoidance of doubt: on the secondary market, traded prices will include accrued interest ("dirty prices"). Commerzbank will try to offer a 0.5% bid/offer spread. German Law / Frankfurt am Main, Germany 4

6 Adjustments Notices Documentation The terms of the Securities may be subject to adjustments during their lifetime. Detailed information on such adjustments is to be found in the Security Documentation. Incidental changes and adjustments to the terms and conditions of the Securities will be published on the following website: The Securities are issued under the Notes Programme of Commerzbank Aktiengesellschaft as of 19 June 2015 (the "Programme"). The Programme does not constitute a prospectus for purposes of article 5.4 of the Prospectus Directive. The Final Terms prepared in relation to this issue of Securities (the "Final Terms") together with the Programme form the entire legally binding documentation of the Securities (the "Security Documentation") and this Simplified Prospectus shall always be read in conjunction with the Security Documentation. During the whole term of the Securities, the Security Documentation as well as the Simplified Prospectus is available free of charge from Commerzbank AG, Zurich Branch, Utoquai 55, 8034 Zurich. Swiss Taxation Treatment The following is a summary only of the Issuer's understanding of current law and practice in Switzerland relating to the taxation of the Securities. This summary does not address the tax consequences of an investment in the Securities in any other jurisdiction than Switzerland. Since this summary does not address all tax considerations under Swiss law and does not consider the specific tax situation of an investor, prospective investors are recommended to consult their personal tax advisors as to the tax consequences of the purchase, ownership, sale or redemption of the Securities including, in particular, the effect of tax laws of any other jurisdiction. An investor shall be liable for all current and future taxes and duties resulting from an investment in the Securities. Swiss Income Tax The Securities are transparent structured financial products composed of a bond and on ore more options and classify as "bonds without a predominant one-time interest payment" (Obligationen ohne überwiegende Einmalverzinsung; non-iup). For Swiss resident private investors the interest component of each coupon payment is subject to income tax at the time of payment, in each case converted into CHF at the exchange rate at the time of payment (if applicable). The option premium component of each coupon payment is in principle not subject to income tax for Swiss resident private investors. Any additional return on the Securities is a tax-free private capital gain on the options(s). Swiss Withholding Tax Swiss Federal Stamp Duty EU Savings Tax Final Withholding Tax The Securities are not subject to Swiss Withholding Tax. No stamp duty at issuance (primary market). Secondary market transactions of the Securities are subject to stamp duty if a Swiss securities dealer is a party or an intermediary to the transaction and no exemption applies (TK 22). For Swiss paying agents, the interest component of the payments under the Securities is subject to EU Savings Tax (TK6). For paying agents in Switzerland, the Securities are subject to the bilateral agreement on cooperation in the area of taxation of Switzerland with the United Kingdom or with Austria if it is held directly or indirectly by a relevant person resident in the United Kingdom or Austria. Similar treaties with other European countries may follow. The before mentioned tax treatment applies at the Payment Date. The relevant tax laws and/or the regulation and practice of the tax authorities may change at any time. Please note that this tax information does not replace professional tax advice from a personal tax advisor considering the particular circumstances of an investor or a prospective investor. Therefore, the Issuer highly recommends consulting the personal tax advisor as to the tax consequences of the purchase, ownership, sale or exercise of these Securities. The Issuer hereby expressly excludes any liabilities in respect of any tax implications arising thereof. 5

7 II. PROFIT AND LOSS PROSPECTS Market expectation Risk tolerance Investors in these Securities expect the Underlyings to trade sideways. In any case, investors expect that the Barrier will not be breached. Investors in these Securities should have sufficient knowledge and experience with transactions in derivative products and the equity markets. Investors must be willing to make an investment that is exposed to the full down-side risk of the Underlyings. Profit prospects Loss prospects Other factors Effect of the performance of the Underlyings on the Redemption Amount A potential profit from an investment in this Security is limited to the payment of the Fixed Amounts. The Securities are not capital protected. Investors may suffer a partial or total loss of their investment as they bear the full downside risk of the Worst Performing Underlying once the Barrier is breached. Investors should note that the price of the Securities is not only subject to the performance of the Underlyings but is also subject to other factors that may negatively influence the price of the Securities, e.g. amongst others, general economic and market conditions, interest and exchange rates, etc. Positive performance: If the Final Fixing Level of the Worst Performing Underlying is equal to or above the Initial Fixing Level, investors will realise a positive return. Sideways to slightly negative performance: If the Reference Price of each Underlying is always above the Barrier, investors will realise a positive return. Pronounced negative performance: If the Final Fixing Level of the Worst Performing Underlying is below the Initial Fixing Level and if additionally the Reference Price of at least one Underlying has breached the Barrier during the Observation Period, the Securities are settled by payment of an amount linked to the performance of the Worst Performing Underlying, and investors may lose some or all of their investment. III. SIGNIFICANT RISKS FOR INVESTORS The description of the risks set out below is not exhaustive and only mentions the risks that the Issuer considers to be the major risks as of the date hereof. Product-specific risks In addition to the risks set out in section II. (Profit and Loss Prospects), the following risks apply: If no Automatic Early Redemption Event occurs and if (i) the Final Fixing Level of the Worst Performing Underlying is below the Initial Fixing Level and (ii) a Barrier Event has occurred, the risk of the investor is similar to that of a direct investment in the Worst Performing Underlying. Even if (i) the Final Fixing Level of the Worst Performing Underlying is equal to or above the Initial Fixing Level and (ii) a Barrier Event has not occurred, investors who bought Securities in the secondary market may sustain a loss in case the purchase price paid was higher than the Denomination. The Issuer shall be entitled to perform adjustments or to terminate and redeem the Securities prematurely if certain conditions are met. If the Securities are early terminated, the amount payable to investors in the Securities may be lower than the amount the investors would have received without such extraordinary termination. The price of the Underlyings may be very volatile. This significantly increases the risk (i) that the Final Fixing Level of at least one Underlying will be below the Initial Fixing Level, (ii) that a Barrier Event will occur, and (iii) that at redemption the investor will receive an amount significantly below the initial investment. In addition to the product specific risks highlighted above, investors are exposed to the market risk and other risks related to the Underlyings. Consequently, investors must independently inform themselves about and assess such risks and they have to form their own view on the expected development of the Underlyings. 6

8 Volatile secondary markets and limited liquidity Investors should be aware that market prices for the Securities may be volatile, depending upon the performance of the Underlyings, interest rates, remaining term of the Securities and other factors. Liquidity of the Securities in the secondary markets may be limited. There is no obligation of the Issuer or the Lead Manager to make a market in the Security. There is no assurance that a secondary market will develop for the Security or that it will subsist. The price at which the Security may be sold in the secondary market may be less than the intrinsic value of the Security and less than the amount originally invested. It may be possible that the Security cannot be sold at all in the secondary market. Deviation of Issue Price from market value The Issue Price may be more than the market value of the Securities on the Payment Date and the price at which any person may be willing to purchase this Security in a secondary market transaction may be lower than the Issue Price. In particular, the Issue Price may take into account commissions in relation to the issue and sale of this Security as well as costs in relation to the hedging of the Issuer's obligations under this Security, and secondary market prices are likely to exclude such amounts. Risks relating to the Issuer The value of the Securities is not only subject to the performance of the Underlying, but, among others, also to the credit rating and solvency of the Issuer which may be negatively affected during the term of the Securities. The Issuer Ratings specified in this document reflect the situation as of the date of this document and may be subject to changes. The actual Issuer Ratings at any given time can be seen on the Issuer s website ( under Investor Relations. In addition, investors are exposed to the general risk that the Issuer s financial situation may worsen - and that the Issuer may be subjected to a reorganisation proceeding (Reorganisationsverfahren) or transfer order (Übertragungsanordnung) under German bank restructuring law or that insolvency proceedings might be instituted with regard to its assets - and therefore payments due under the Securities can not or only partially be made. Under these circumstances, a total loss of the investor's capital might be possible. The Securities constitute direct unconditional and unsecured obligations of the Issuer, ranking pari passu with all other unsecured, unsubordinated obligations of the Issuer, unless otherwise provided by applicable law. They are neither secured by the Deposit Protection Fund of the Association of German Banks (Einlagensicherungsfonds des Bundesverbandes deutscher Banken e.v.) nor by the German Deposit Guarantee and Investor Compensation Act (Einlagensicherungs- und Anlegerentschädigungsgesetz). Important Information Potential investors of the Securities should carefully consider the information contained herein and an evaluation of the Securities should be made solely on the basis of the Security Documentation and not in reliance of the information contained in this Simplified Prospectus. Copies of the Security Documentation can be obtained free of charge under the address set out in this Simplified Prospectus under Documentation. In case of any inconsistency between the information set out in this Simplified Prospectus and the Security Documentation, the information contained in the Security Documentation shall prevail. This document is for information purposes only and should not be construed as an offer, recommendation or solicitation to enter into any transaction in the Securities or the Underlyings. Recipients of this Simplified Prospectus should note that this Simplified Prospectus shall not be distributed into a country in which distribution of the Simplified Prospectus is not allowed. Nothing in this document is intended to provide any projection, prediction or guarantee of any price developments or performance. Commerzbank Group does not accept any duty to advise potential investors as to the suitability of a transaction in the Securities and is dealing with potential investors exclusively on the basis that such investors have sufficient knowledge, experience and/or professional financial, legal, tax and other advice to make their own assessment. Commerzbank Group may, in the course of its regular business activities, hold positions of the Underlying, or may buy or sell, or make a market in, the Underlying. In addition, Commerzbank Group s trading and/or hedging activities related to the Securities may affect the market price of the Underlyings. Such hedging activities may negatively affect the value of the 7

9 Underlyings and thus the value of the Securities and the redemption amount of the Securities respectively. This is particularly true in case of the dissolution of a hedge close to maturity of the Securities. In connection with the offer and sale of the Securities, the distributor may acquire the Securities from the Issuer at a discount to the Issue Price or at the Issue Price. If the distributor acquires the Securities at the Issue Price, the Issuer may pay to the distributor a distribution fee. Such amounts received by the distributor may be in addition to the brokerage cost/fee normally applied by the distributor. Selling Restrictions General: The Securities may not be publicly offered, sold or delivered within or from the jurisdiction of any country, except in accordance with the applicable laws and other legal provisions of such country/jurisdiction, and provided further that the Issuer does not incur any obligations by any such offer, sale or delivery. The Issuer has not undertaken any steps, nor will the Issuer undertake any steps, aimed at making a public offering of the securities or the possession of the securities or the marketing of offering documents related to the securities legal in such jurisdiction if this requires special measures by the Issuer. Switzerland: This Simplified Prospectus constitutes no issue prospectus pursuant to Art. 652a and 1156 of the Swiss Code of Obligations (CO). This Simplified Prospectus may only be used for purposes of the distribution of the Securities in Switzerland. EEA: The requirements for a public offer in the Member States of the European Economic Area ("EEA") are not fulfilled. Consequently, the securities may not be publicly offered in any of the EEA Member States (except as explicitly provided under the prospectus exemptions of Directive 2003/71/EC (as amended by Directive 2010/73/EU, to the extent implemented in a relevant EEA Member State ("2010 Amending Directive"), the "EU Directive") with respect to inter alia (i) an offer of securities addressed solely to qualified investors as defined in the EU Directive, and/or (ii) an offer of securities addressed to fewer than 100, or, if the Relevant Member State has implemented the relevant provisions of the 2010 Amending Directive, 150 natural or legal persons per Member State other than qualified investors, and/or (iii) an offer of securities addressed to investors who acquire securities for a total consideration of at least EUR 50,000, or, if the Relevant Member State has implemented the relevant provisions of the 2010 Amending Directive, EUR 100,000, and/or (iv) an offer of securities whose denomination per unit amounts to at least EUR 50,000 or, if the Relevant Member State has implemented the relevant provisions of the 2010 Amending Directive, EUR 100,000). United Kingdom: This communication is directed in the United Kingdom only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the FPO ), (ii) who are high net worth entities falling within Article 49 of the FPO and (iii) to whom it may otherwise lawfully be directed (all such persons together referred to as Relevant Persons ). This document must not be acted on, or relied on, by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. United States of America: This document is not for distribution, directly or indirectly, in or into the United States or its possessions. This document does not constitute an offer to sell securities, or a solicitation of any offer to buy securities and there shall not be any offer of securities in the United States or in any jurisdiction in which such offer or sale would be unlawful. The securities have not been and will not be registered under the US Securities Act of 1933, as amended ("Securities Act"), and may not be offered or sold in the United States absent registration or exemption from registration under the Securities Act. Hong Kong: No person (a) has offered or sold or will offer or sell in Hong Kong, by means of any document, any Security other than (i) to "professional investors" as defined in the Securities and Futures Ordinance (Cap.571) of Hong Kong and any rules made under that Ordinance; or (ii) in other circumstances which do not result in the document being a "prospectus" as defined in the Companies Ordinance (Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and (b) has issued or had in its possession for the purposes of issue, or will issue, or have in its possession for the purposes of issue, whether in Hong Kong or elsewhere, any advertisement, invitation or document relating to the Securities, which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the securities laws of Hong Kong) other than with respect to the Securities which are or are intended to be disposed of only to persons outside Hong Kong or only to "professional investors" as defined in the Securities and Futures Ordinance and any rules made under that Ordinance. Singapore: This document has not been registered as a prospectus with the Monetary Authority of Singapore under the Securities and Futures Act, Chapter 289 of Singapore (the "SFA") and accordingly, the Securities may not be offered or sold, nor may the Securities be the subject of an invitation for subscription or purchase, nor may this document or any other document or material in connection with the offer or sale, or invitation for subscription or purchase of the Securities be circulated or distributed, whether directly or indirectly, to any person in Singapore other than (a) to an institutional investor (as defined in Section 4A of the SFA) pursuant to Section 274 of the SFA, (b) to a relevant person (as defined in Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or any person pursuant to an offer referred to in Section 275(1A) of the SFA, and in accordance with the conditions specified in Section 275 of the SFA or (c) otherwise pursuant to and in accordance with the conditions of, any other applicable provision of the SFA. Where the Securities are acquired by persons who are relevant persons specified in Section 276 of the SFA, namely: (a) a corporation (which is not an accredited investor (as defined in 8

10 Section 4A of the SFA)) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary of the trust is an individual who is an accredited investor, the shares, debentures and units of shares and debentures of corporation or the beneficiaries rights and interest (howsoever described) in that trust shall not be transferred within 6 months after that corporation or that trust has acquired the Securities pursuant to an offer made under Section 275 of the SFA except: (1) to an institutional investor (under Section 274 of the SFA) or to a relevant person as defined in Section 275(2) of the SFA, or any person pursuant to an offer referred to in Section 275(1A) of the SFA (in the case of that corporation) or arising from an offer pursuant to an offer referred to in Section 276(4)(i)(B) of the SFA (in the case of that trust); (2) where no consideration is or will be given for the transfer; (3) where the transfer is by operation of law; (4) as specified in Section 276(7) of the SFA; or (5) as specified in Regulation 32 of the Securities and Futures (Offers of Investments) (Shares and Debentures) Regulations 2005 of Singapore. 9