COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main Base Prospectus dated 2 October 2015 relating to Structured Certificates This 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 Base Prospectus was filed with the Bundesanstalt für Finanzdienstleistungsaufsicht ("BaFin") and will be published in electronic form on the website of the Issuer (https://fim.commerzbank.com). BaFin examines the Base Prospectus only in respect of its completeness, coherence and comprehensibility pursuant to section 13 paragraph 1 sentence 2 German Securities Prospectus Act (Wertpapierprospektgesetz).
CONTENT SUMMARY... 9 SECTION A INTRODUCTION AND WARNINGS... 9 SECTION B ISSUER... 11 SECTION C SECURITIES... 13 Bonus Structured Certificates relating to one Underlying... 16 Bonus Structured Certificates relating to several Underlyings... 16 Smart Bonus Structured Certificates relating to one Underlying... 17 Smart Bonus Structured Certificates relating to several Underlyings... 18 Cliquet Structured Certificates relating to one Underlying... 19 Top Rank Structured Certificates relating to several Underlyings... 20 ATM or OTM Call Structured Certificates relating to one Underlying... 20 ATM or OTM Call Structured Certificates relating to several Underlyings... 20 ATM or OTM Put Structured Certificates relating to one Underlying... 20 ATM or OTM Put Structured Certificates relating to several Underlyings... 21 Outperformance Call Structured Certificates relating to several Underlyings... 21 Call Structured Certificates relating to one Underlying... 22 Best of Call Structured Certificates relating to several Underlyings... 22 Worst of Call Structured Certificates relating to several Underlyings... 22 Call Spread Structured Certificates relating to one Underlying... 22 Call Spread Structured Certificates relating to several Underlyings... 23 Put Spread Structured Certificates relating to one Underlying... 24 Put Spread Structured Certificates relating to several Underlyings... 24 Indicap Structured Certificates relating to several Underlyings... 24 Autocall Structured Certificates relating to one Underlying... 25 Autocall Structured Certificates relating to several Underlyings... 26 Lookback Autocall Structured Certificates relating to one Underlying... 32 Lookback Autocall Structured Certificates relating to several Underlyings... 32 Turbo Autocall Structured Certificates relating to one Underlying... 33 Turbo Autocall Structured Certificates relating to several Underlyings... 34 Twin Win Autocall Structured Certificates relating to one Underlying... 35 Twin Win Autocall Structured Certificates relating to several Underlyings... 36 Uncapped Autocall Structured Certificates relating to one Underlying... 37 Uncapped Autocall Structured Certificates relating to several Underlyings... 37 Multi Chance Autocall Structured Certificates relating to one Underlying... 38 Multi Chance Autocall Structured Certificates relating to several Underlyings... 38 Rainbow Structured Certificates relating to several Underlyings... 39 Serenity Structured Certificates relating to several Underlyings... 39 Digital Structured Certificates... 39 OTM Call + Digital Structured Certificates... 40 UP & OUT Structured Certificates... 41 SECTION D RISKS... 46 Bonus Structured Certificates relating to one Underlying... 51 Bonus Structured Certificates relating to several Underlyings... 51 Smart Bonus Structured Certificates relating to one Underlying... 52 Smart Bonus Structured Certificates relating to several Underlyings... 52 Cliquet Structured Certificates relating to one Underlying... 52 Top Rank Structured Certificates relating to several Underlyings... 53 ATM or OTM Call Structured Certificates relating to one Underlying... 53 ATM or OTM Call Structured Certificates relating to several Underlyings... 53 ATM or OTM Put Structured Certificates relating to one Underlying... 53 ATM or OTM Put Structured Certificates relating to several Underlyings... 54 Outperformance Call Structured Certificates relating to several Underlyings... 54 Call Structured Certificates relating to one Underlying... 55 Best of Call Structured Certificates relating to several Underlyings... 55 Worst of Call Structured Certificates relating to several Underlyings... 55-2 -
Call Spread Structured Certificates relating to one Underlying... 55 Call Spread Structured Certificates relating to several Underlyings... 56 Put Spread Structured Certificates relating to one Underlying... 57 Put Spread Structured Certificates relating to several Underlyings... 58 Indicap Structured Certificates relating to several Underlyings... 58 Autocall Structured Certificates relating to one Underlying... 58 Autocall Structured Certificates relating to several Underlyings... 59 Lookback Autocall Structured Certificates relating to one Underlying... 61 Lookback Autocall Structured Certificates relating to several Underlyings... 62 Turbo Autocall Structured Certificates relating to one Underlying... 62 Turbo Autocall Structured Certificates relating to several Underlyings... 62 Twin Win Autocall Structured Certificates relating to one Underlying... 63 Twin Win Autocall Structured Certificates relating to several Underlyings... 63 Uncapped Autocall Structured Certificates relating to one Underlying... 63 Uncapped Autocall Structured Certificates relating to several Underlyings... 63 Multi Chance Autocall Structured Certificates relating to one Underlying... 64 Multi Chance Structured Certificates relating to several Underlyings... 64 Rainbow Structured Certificates relating to several Underlyings... 64 Serenity Structured Certificates relating to several Underlyings... 64 Digital Structured Certificates... 64 OTM Call + Digital Structured Certificates... 65 UP & OUT Structured Certificates... 65 SECTION E OFFER... 67 RISK FACTORS... 68 RISK FACTORS RELATING TO THE CERTIFICATES... 69 General risks... 69 Deviation of the initial issue price from the market value and impact of incidental costs... 70 Trading in the Certificates, reduction in liquidity... 70 Determination of the price of the Certificates in the secondary market... 70 Restricted secondary trading because of non-availability of electronic trading systems... 71 No secondary market immediately prior to final maturity... 71 Conflicts of interest... 71 Hedging risks... 72 Negative impact on value of Certificates due to hedging activities by the Issuer... 72 Interest rate, inflationary and market risks... 72 Offer volume... 72 Use of loans... 72 Transaction costs... 73 Certificates are unsecured obligations (Status)... 73 Impact of a downgrading of the credit rating... 73 Redemption only upon maturity; sale of the Certificates... 73 Adjustments and Extraordinary Termination... 73 Applicability of investment restrictions... 74 Taxes and other duties... 74 Financial Transaction Tax... 74 Risks in connection with the Act on the Recovery and Resolution of Institutions and Financial Groups, with the EU Regulation establishing a Single Resolution Mechanism, and with the proposal for a new EU regulation on the mandatory separation of certain banking activities... 75 U.S. Foreign Account Tax Compliance Withholding... 76 U.S. Hiring Incentives to Restore Employment Act withholding may affect payments on the Certificates... 76 Substitution of the Issuer... 76 Change of law... 76 Governing law... 77 Disruption event... 77-3 -
No claim against the issuer of an Underlying... 77 No interest payments or other distributions... 77 Special risks... 78 Dependency of the redemption of the Certificates on the performance of the Underlying Bonus Structured Certificates relating to one Underlying... 78 Dependency of the redemption of the Certificates on the performance of several Underlyings Bonus Structured Certificates relating to several Underlyings... 78 Dependency of the redemption of the Certificates on the performance of the Underlying Smart Bonus Structured Certificates relating to one Underlying... 79 Dependency of the redemption of the Certificates on the performance of several Underlyings Smart Bonus Structured Certificates relating to several Underlyings... 79 Dependency of the redemption of the Certificates on the performance of the Underlying Cliquet Structured Certificates relating to one Underlying... 80 Dependency of the redemption of the Certificates on the performance of several Underlyings Top Rank Structured Certificates relating to several Underlyings... 81 Dependency of the redemption of the Certificates on the performance of the Underlying ATM or OTM Call Structured Certificates relating to one Underlying... 81 Dependency of the redemption of the Certificates on the performance of several Underlyings ATM or OTM Call Structured Certificates relating to several Underlyings... 81 Dependency of the redemption of the Certificates on the performance of the Underlying ATM or OTM Put Structured Certificates relating to one Underlying... 81 Dependency of the redemption of the Certificates on the performance of several Underlyings ATM or OTM Put Structured Certificates relating to several Underlyings... 82 Dependency of the redemption of the Certificates on the performance of several Underlyings Outperformance Structured Certificates relating to several Underlyings... 83 Dependency of the redemption of the Certificates on the performance of the Underlying Call Structured Certificates relating to one Underlying... 84 Dependency of the redemption of the Certificates on the performance of several Underlyings Best of Call Structured Certificates relating to several Underlyings... 84 Dependency of the redemption of the Certificates on the performance of several Underlyings Worst of Call Structured Certificates relating to several Underlyings... 84 Dependency of the redemption of the Certificates on the performance of the Underlying Call Spread Structured Certificates relating to one Underlying... 85 Dependency of the redemption of the Certificates on the performance of several Underlyings Call Spread Structured Certificates relating to several Underlyings... 86 Dependency of the redemption of the Certificates on the performance of the Underlying Put Spread Structured Certificates relating to one Underlying87 Dependency of the redemption of the Certificates on the performance of several Underlyings Put Spread Structured Certificates relating to several Underlyings... 88 Dependency of the redemption of the Certificates on the performance of several Underlyings Indicap Structured Certificates relating to several Underlyings... 89 Dependency of the redemption of the Certificates on the performance of the Underlying Autocall Structured Certificates relating to one Underlying... 89-4 -
Dependency of the redemption of the Certificates on the performance of several Underlyings Autocall Structured Certificates relating to several Underlyings... 90 Dependency of the redemption of the Certificates on the performance of the Underlying Lookback Autocall Structured Certificates relating to one Underlying... 94 Dependency of the redemption of the Certificates on the performance of several Underlyings Lookback Autocall Structured Certificates relating to several Underlyings... 95 Dependency of the redemption of the Certificates on the performance of the Underlying Turbo Autocall Structured Certificates relating to one Underlying... 95 Dependency of the redemption of the Certificates on the performance of several Underlyings Turbo Autocall Structured Certificates relating to several Underlyings... 95 Dependency of the redemption of the Certificates on the performance of the Underlying Twin Win Autocall Structured Certificates relating to one Underlying... 96 Dependency of the redemption of the Certificates on the performance of several Underlyings Twin Win Autocall Structured Certificates relating to several Underlyings... 96 Dependency of the redemption of the Certificates on the performance of the Underlying Uncapped Autocall Structured Certificates relating to one Underlying... 97 Dependency of the redemption of the Certificates on the performance of several Underlyings Uncapped Autocall Structured Certificates relating to several Underlyings... 97 Dependency of the redemption of the Certificates on the performance of the Underlying Multi Chance Autocall Structured Certificates relating to one Underlying... 97 Dependency of the redemption of the Certificates on the performance of several Underlyings Multi Chance Autocall Structured Certificates relating to several Underlyings... 98 Dependency of the redemption of the Certificates on the performance of several Underlyings Rainbow Structured Certificates relating to several Underlyings... 98 Dependency of the redemption of the Certificates on the performance of several Underlyings Serenity Structured Certificates relating to several Underlyings... 98 Dependency of the redemption of the Certificates on the performance of the Underlying(s) Digital Structured Certificates... 99 Dependency of the redemption of the Certificates on the performance of the Underlying(s) OTM Call + Digital Structured Certificates... 99 Dependency of the redemption of the Certificates on the performance of the Underlying(s) UP & OUT Structured Certificates... 100 Best Performing Underlying... 101 Worst Performing Underlying... 101 Risks in relation to several Underlyings (correlation)... 101 Return Factor... 101 Participation in the performance of the Underlying(s)... 101 Continuous price of the Underlying and price of the Underlying on a valuation date (American barrier)... 102 Early redemption of the Certificates upon termination by the Issuer ("Issuer Call"), automatic early redemption... 102 Maximum amount... 102 Disruption event and postponement of payments... 102 Dependency of the redemption amount of the Certificates on the performance of the conversion rate... 102 Dependency of the Redemption Amount when a pre-determined number is subtracted from a performance... 103-5 -
Dependency of the Redemption Amount when a performance is subtracted from a pre-determined number... 103 Leverage effect... 103 Underlying share... 104 Underlying index (price index)... 105 Underlying index (performance index)... 106 Underlying funds... 107 Particular risks in relation to funds of funds... 109 Particular risks in relation to hedge fund units... 109 Particular risks in relation to funds of hedge funds... 110 Particular risks in relation to exchange traded funds... 110 Particular risks in relation to property funds... 111 Underlying commodity... 111 Underlying futures contract... 112 Futures Contracts on Commodities... 113 Futures Contracts on Indices... 114 Futures Contracts on Bonds... 114 RISK FACTORS RELATING TO COMMERZBANK GROUP... 115 GENERAL INFORMATION... 116 RESPONSIBILITY STATEMENT... 116 IMPORTANT NOTE REGARDING THIS BASE PROSPECTUS... 116 INFORMATION RELATING TO THE CERTIFICATES... 117 OFFER AND SALE... 117 PRICING... 117 SETTLEMENT PROCEDURE... 117 LISTING AND TRADING... 117 CONSENT TO THE USE OF THE BASE PROSPECTUS AND THE FINAL TERMS... 118 INCREASES OF CERTIFICATES... 118 CALCULATION AGENT... 118 INFORMATION REGARDING THE UNDERLYING(S)... 119 POST-ISSUANCE INFORMATION... 119 COMMERZBANK AKTIENGESELLSCHAFT... 120 DOCUMENTS INCORPORATED BY REFERENCE... 120 FUNCTIONALITY OF THE CERTIFICATES... 123 FUNCTIONALITY OF THE CERTIFICATES DURING THEIR TERM... 123 Payment of Fixed Amounts... 123 Automatic Early Redemption of the Certificates... 123 FUNCTIONALITY OF THE CERTIFICATES AT MATURITY... 124 Bonus Structured Certificates relating to one Underlying... 124 Bonus Structured Certificates relating to several Underlyings... 127 Smart Bonus Structured Certificates relating to one Underlying... 130 Smart Bonus Structured Certificates relating to several Underlyings... 136 Cliquet Structured Certificates relating to one Underlying... 142 Top Rank Structured Certificates relating to several Underlyings... 145 ATM or OTM Call Structured Certificates relating to one Underlying... 146 ATM or OTM Call Structured Certificates relating to several Underlyings... 147 ATM or OTM Put Structured Certificates relating to one Underlying... 148 ATM or OTM Put Structured Certificates relating to several Underlyings... 150 Outperformance Call Structured Certificates relating to several Underlyings... 152-6 -
Call Structured Certificates relating to one Underlying... 156 Best of Call Structured Certificates relating to several Underlyings... 157 Worst of Call Structured Certificates relating to several Underlyings... 158 Call Spread Structured Certificates relating to one Underlying... 159 Call Spread Structured Certificates relating to several Underlyings... 163 Put Spread Structured Certificates relating to one Underlying... 167 Put Spread Structured Certificates relating to several Underlyings... 169 Indicap Structured Certificates relating to several Underlyings... 171 Autocall Structured Certificates relating to one Underlying... 173 Autocall Structured Certificates relating to several Underlyings... 177 Lookback Autocall Structured Certificates relating to one Underlying... 199 Lookback Autocall Structured Certificates relating to several Underlyings... 201 Turbo Autocall Structured Certificates relating to one Underlying... 204 Turbo Autocall Structured Certificates relating to several Underlyings... 207 Twin Win Autocall Structured Certificates relating to one Underlying... 213 Twin Win Autocall Structured Certificates relating to several Underlyings... 215 Uncapped Autocall Structured Certificates relating to one Underlying... 218 Uncapped Autocall Structured Certificates relating to several Underlyings... 220 Multi Chance Autocall Structured Certificates relating to one Underlying... 222 Multi Chance Autocall Structured Certificates relating to several Underlyings... 224 Rainbow Structured Certificates relating to several Underlyings... 226 Serenity Structured Certificates relating to several Underlyings... 227 Digital Structured Certificates... 228 OTM Call + Digital Structured Certificates... 232 UP & OUT Structured Certificates... 237 TAXATION... 242 EU SAVINGS DIRECTIVE... 242 FEDERAL REPUBLIC OF GERMANY... 242 LUXEMBOURG... 245 FINLAND... 246 NORWAY... 246 SWEDEN... 248 THE PROPOSED FINANCIAL TRANSACTIONS TAX... 249 U.S. FOREIGN ACCOUNT TAX COMPLIANCE ACT WITHHOLDING... 249 U.S. HIRING INCENTIVES TO RESTORE EMPLOYMENT ACT... 250 SELLING RESTRICTIONS... 251 GENERAL... 251 EUROPEAN ECONOMIC AREA... 251 SWEDEN... 251 FINLAND... 252 NORWAY... 252 UNITED STATES OF AMERICA... 252 TERMS AND CONDITIONS AND FORM OF FINAL TERMS... 254 TERMS AND CONDITIONS FOR STRUCTURED CERTIFICATES... 254 Bonus Structured Certificates relating to one Underlying... 300 Bonus Structured Certificates relating to several Underlyings... 302 Smart Bonus Structured Certificates relating to one Underlying... 304 Smart Bonus Structured Certificates relating to several Underlyings... 307 Cliquet Structured Certificates relating to one Underlying... 310 Top Rank Structured Certificates relating to several Underlyings... 312-7 -
ATM or OTM Call Structured Certificates relating to one Underlying... 313 ATM or OTM Call Structured Certificates relating to several Underlyings... 313 ATM or OTM Put Structured Certificates relating to one Underlying... 314 ATM or OTM Put Structured Certificates relating to several Underlyings... 315 Outperformance Call Structured Certificates relating to several Underlyings... 316 Call Structured Certificates relating to one Underlying... 318 Best of Call Structured Certificates relating to several Underlyings... 319 Worst of Call Structured Certificates relating to several Underlyings... 320 Call Spread Structured Certificates relating to one Underlying... 321 Call Spread Structured Certificates relating to several Underlyings... 323 Put Spread Structured Certificates relating to one Underlying... 325 Put Spread Structured Certificates relating to several Underlyings... 326 Indicap Structured Certificates relating to several Underlyings... 327 Autocall Structured Certificates relating to one Underlying... 328 Autocall Structured Certificates relating to several Underlyings... 331 Lookback Autocall Structured Certificates relating to one Underlying... 344 Lookback Autocall Structured Certificates relating to several Underlyings... 345 Turbo Autocall Structured Certificates relating to one Underlying... 347 Turbo Autocall Structured Certificates relating to several Underlyings... 349 Twin Win Autocall Structured Certificates relating to one Underlying... 352 Twin Win Autocall Structured Certificates relating to several Underlyings... 353 Uncapped Autocall Structured Certificates relating to one Underlying... 355 Uncapped Autocall Structured Certificates relating to several Underlyings... 356 Multi Chance Autocall Structured Certificates relating to one Underlying... 357 Multi Chance Autocall Structured Certificates relating to several Underlyings... 358 Rainbow Structured Certificates relating to several Underlyings... 359 Serenity Structured Certificates relating to several Underlyings... 360 Digital Structured Certificates... 361 OTM Call + Digital Structured Certificates... 363 UP & OUT Structured Certificates... 366 TERMS AND CONDITIONS FOR ATM CALL STRUCTURED CERTIFICATES RELATING TO AN INDEX... 386 FORM OF FINAL TERMS FOR STRUCTURED CERTIFICATES... 396 SIGNATURES... 403-8 -
SUMMARY Summaries are made up of disclosure requirements known as "Elements". These Elements are numbered in Sections A - E (A.1 - E.7). 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 -. 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 "Structured Certificates" or "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 are responsible for the drawing up of the summary, including any translation thereof, or for the issuing of the Base Prospectus, 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 - 9 -
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) the 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.] - 10 -
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 in Frankfurt am Main and its head office is at Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main, Federal Republic of Germany. COMMERZBANK is a stock corporation established under German law in the Federal Republic of Germany. 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 the Group in the past, and it can be assumed that further materially adverse effects for the Group 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 on the historical financial information B.12 Selected key financial information COMMERZBANK is the parent company of COMMERZBANK Group. 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 - Unqualified auditors' reports have been issued on the historical financial information contained in this Base Prospectus. The following table sets forth selected key financial information of COMMERZBANK Group which has been derived from the respective audited consolidated financial statements prepared in accordance with IFRS as of 31 December 2013 and 2014 as well as from the consolidated interim financial statements as of 30 June 2015 (reviewed): Balance Sheet ( m) 31 December 31 December 2013 *) 2014 30 June 2015 Total assets... 549,654 557,609 561,022 Equity... 26,933 26,960 29,810 Income Statement ( m) January December January June 2013 *) 2014 2014 2015 Operating profit... 731 684 581 1,070 Pre-tax profit or loss... 238 623 581 1,004 Consolidated profit or loss **)... 81 264 300 646-11 -
*) Prior-year figures restated due to the restatement of credit protection insurance and the tax restatement. **) Insofar as attributable to COMMERZBANK shareholders. Prospects of the Issuer, Significant changes in the financial position B.13 Recent events which are to a material extent relevant to the Issuer's solvency B.14 Dependence of the Issuer upon other entities within the group B.15 Issuer s principal activities, principal markets - not applicable - There has been no material adverse change in the prospects of COMMERZBANK Group since 31 December 2014. There has been no significant change in the financial position of COMMERZBANK Group since 30 June 2015. - not applicable - There are no recent events particular to the Issuer which is to a material extent relevant to the evaluation of the Issuer's solvency. - not applicable - As stated under element B.5, COMMERZBANK is the parent company of COMMERZBANK Group. The focus of the activities of COMMERZBANK Group is on the provision of a wide range of financial services to private, small and medium-sized corporate and 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. 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. The Group is continuing to expand its position as one of the most important German export financiers. Alongside its business in Germany, the Group is also active through its subsidiaries, branches and investments, particularly in Europe. COMMERZBANK Group is divided into five operating segments - Private Customers, Mittelstandsbank, Central & Eastern Europe, Corporates & Markets and Non Core Assets (NCA) as well as Others and Consolidation. The Private Customers, Mittelstandsbank, Central & Eastern Europe and Corporates & Markets segments form COMMERZBANK Group's core bank together with Others and Consolidation. B.16 Controlling parties - not applicable - COMMERZBANK has not submitted its management to any other company or person, for example on the basis of a domination agreement, nor is it controlled by any other company or any other person within the meaning of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz). - 12 -
Section C Securities Element Description of Element Disclosure requirement C.1 Type and class of the securities / Security identification number Type/Form of securities [Bonus] [Smart Bonus] [ ] Structured Certificates relating to [Underlying(s)] (the "Certificates") [The Certificates are represented by a global bearer certificate.] [The Certificates are issued in registered dematerialised form.] Security Identification number(s) of securities WKN 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) 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. Rights attached to the securities Repayment The holder of the Certificates will receive on the Maturity Date the Redemption Amount. [in case of payments of Fixed Amounts:] [Fixed Amounts Subject to the provisions contained in the respective Final Terms the holder of the Certificates may receive a Fixed Amount per Certificate on a Fixed Amount Payment Date.] [in case of Shares as Underlying:] [During the term of the Certificates the investor will not receive dividend payments of the company issuing the Shares underlying the Certificates.] [in case of ETF shares as Underlying:] [During the term of the Certificates the investor will not receive any distributions of the Fund Company issuing the ETF Shares underlying the Certificates.] [in case of Funds as Underlying:] [During the term of the Certificates the investor will not receive any distributions of the Fund Company issuing the Fund [Units][Shares] underlying the Certificates.] - 13 -
Adjustments, early redemption and automatic early redemption 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. Under certain circumstances as set forth in the relevant Final Terms, the Certificates may be automatically early redeemed if certain conditions are met. 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. Presentation Periods, Prescription The period for presentation of the Certificates ( 801 paragraph 1, sentence 1 German Civil Code (BGB)) shall be ten years and the period of limitation for claims under the Certificates presented during the period for presentation shall be two years calculated from the expiry of the relevant presentation period. Limitation of Liability The Issuer shall be held responsible for acting or failing to act in connection with Securities only if, and insofar as, it either breaches material obligations under the Securities negligently or wilfully or breaches other obligations with gross negligence or wilfully. C.11 Admission to listing and trading on a regulated market or equivalent market C.15 Influence of the Underlying on the value of the securities: [The Issuer intends to apply for the listing and trading of the Certificates on the [regulated] [ ] market(s) of [regulated market(s)] [ ] [with effect from [date]].] [- not applicable - The Certificates are not intended to be listed and traded on any regulated market.] The redemption of the Certificates on the Maturity Date[ and, in the case of an automatic early redemption event, the relevant Automatic Early Redemption Amount to be paid on the relevant Automatic Early Redemption Date, as the case may be,] depend[s] on the performance of the Underlying[s] and the Conversion Rate, if any. In detail: [applicable to all Autocall Structured Certificates] [Notwithstanding any other rights to redeem the Certificates prior to the Maturity Date in accordance with these Terms and Conditions, the Certificates shall be terminated automatically and redeemed on [an] [the] [relevant] Automatic Early Redemption Date at the [relevant] Automatic Early Redemption Amount per Certificate [applicable with respect to the relevant Automatic Early [Redemption] [Valuation] Date] if on the Automatic Early Valuation Date directly preceding the [relevant] Automatic Early Redemption Date the Reference Price [of] [the] [each] [Underlying] [Underlying] - 14 -
[Basket Performance] is [equal to] [or] [above] [below] [the Barrier] [applicable with respect to the relevant Automatic Early [Redemption] [Valuation] Date] [[ %] of the [relevant] Initial Price[ of such Underlying]] [1.0] [number][.][, as set out in the table below: Automati c Early Valuation Date [automatic early valuation date] [automatic early valuation date] Automatic Early Redemption Date, subject to postponement in accordance with 5 paragraph 2 [automatic early redemption date] [automatic early redemption date] [Barrier] [ ] [ % of the Initial Price of the [relevant] [Underlying]] [ ] [ % of the Initial Price of the [relevant] [Underlying]] [Applicable] Automatic Early Redemption Amount ("AERA") per Certificate [AERA=EA+EAxFR [ ][xn1][xpcr]] [AERA=EA+EAx PF [ ][xup WPU][xPCR]] [AERA=EAxFR [ ][xn1][xpcr]] [AERA=EA+EAxMax(FR [ ]xn[ ];[BP ]UP]-X)[xPCR]] [ ] [AERA=EA+EAxFR [ ][xn1][xpcr]] [AERA=EA+EAx PF [ ][xup WPU][xPCR]] [AERA=EAxFR [ ][xn2][xpcr]] [AERA=EA+EAxMax(FR [ ]xn[ ];[BP ]UP]-X)[xPCR]] [ ] AERA = Automatic Early Redemption Amount per Certificate (rounded, if necessary, to the next [currency] 0.01 ([currency] 0.005 will be rounded up)) [EA = Exposure Amount] [FR [ ] = Fixed Rate [ ]] [PF [ ] = Participation Factor applicable on the [ ] Automatic Early Valuation Date] [N[ ] = [number]] [X = [number]] [BP = Basket Performance [with respect to the [relevant] [valuation date] [Automatic Early Valuation Date directly preceding the relevant Automatic Early Redemption Date]] [UP [WPU] = Underlying Performance [with respect to the [relevant] [valuation date] [Automatic Early Valuation Date directly preceding the relevant Automatic Early Redemption Date] [of the Worst Performing Underlying]] [PCR = Performance of the Conversion Rate] [ = ]] [The rights arising from the Certificates will terminate upon the payment of the relevant Automatic Early Redemption Amount [and the relevant Fixed Amount] as of the relevant Automatic Early Redemption Date.] - 15 -
[applicable to all Structured Certificates] [On the Maturity Date the Redemption Amount per Certificate will be equal to ] Bonus Structured Certificates relating to one Underlying Option 1 and 2 (i) (ii) the sum of (a) the Exposure Amount, (b) the Exposure Amount multiplied by the Bonus Factor and (c) the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the difference between the Underlying Performance [CALL] and [number][ and the Performance of the Conversion Rate], if on the [valuation date] the Reference Price is [equal to or] above [ ]% of the Initial Price; or the Exposure Amount multiplied by the Underlying Performance [PUT], in all other cases. In the case set forth under (ii), the Redemption Amount will be below the Exposure Amount and, if the Underlying Performance [PUT] is 0 (zero), there will be no Redemption Amount payable at all. Bonus Structured Certificates relating to several Underlyings Option 1 (i) (ii) the sum of (a) the Exposure Amount, (b) the Exposure Amount multiplied by the Bonus Factor and (c) the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the difference between the Basket Performance and [number][ and the Performance of the Conversion Rate], if on the [valuation date] the Reference Price of each Underlying is [equal to or] above [ ]% of the relevant Initial Price of such Underlying; or the Exposure Amount multiplied by the Underlying Performance of the Worst Performing Underlying, in all other cases. In the case set forth under (ii), the Redemption Amount will be below the Exposure Amount and, if the Underlying Performance of the Worst Performing Underlying is 0 (zero), there will be no Redemption Amount payable at all. Option 2 (i) (ii) the sum of (a) the Exposure Amount, (b) the Exposure Amount multiplied by the Bonus Factor and (c) the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the difference between the Basket Performance and [number][ and the Performance of the Conversion Rate], if on the [valuation date] the Basket Performance is [equal to or] above [number]; or the Exposure Amount multiplied by the Basket Performance, in all other cases. In the case set forth under (ii), the Redemption Amount will be below the Exposure Amount and, if the Basket Performance is 0 (zero), - 16 -
there will be no Redemption Amount payable at all. Smart Bonus Structured Certificates relating to one Underlying Option 1 and 2 (i) (ii) the sum of (a) the Exposure Amount, (b) the Exposure Amount multiplied by the Bonus Factor and (c) the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the difference between the Underlying Performance [CALL] and [number][ and the Performance of the Conversion Rate], if on the [valuation date] the Reference Price is [equal to or] above [ ]% of the Initial Price; or the Exposure Amount, if on the [valuation date] the Reference Price is [equal to or] below [ ]% of the Initial Price but [equal to or] above [ ]% of the Initial Price; or (iii) the Exposure Amount multiplied by the Underlying Performance [PUT], in all other cases. In the case set forth under (iii), the Redemption Amount will be below the Exposure Amount and, if the Underlying Performance [PUT] is 0 (zero), there will be no Redemption Amount payable at all. Option 3 (i) the sum of (a) the Exposure Amount and (b) the Exposure Amount multiplied by the Bonus Factor[ and the Performance of the Conversion Rate], if on the [valuation date] the Reference Price is [equal to or] above [ ]% of the Initial Price; or (ii) the Exposure Amount multiplied by the Underlying Performance, in all other cases. In the case set forth under (ii), the Redemption Amount will be below the Exposure Amount and, if the Underlying Performance is 0 (zero), there will be no Redemption Amount payable at all. Option 4 (i) (ii) the sum of (a) the Exposure Amount, (b) the Exposure Amount multiplied by the Bonus Factor and (c) the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the smaller of (xx) the Cap or (yy) the difference between the Underlying Performance and [number][ and the Performance of the Conversion Rate], if on the [valuation date] the Reference Price is [equal to or] above [ ]% of the Initial Price; or the Exposure Amount, if on the [valuation date] the Reference Price is [equal to or] below [ ]% of the Initial Price but [equal to or] above [ ]% of the Initial Price; or (iii) the Exposure Amount multiplied by the Underlying Performance, in all other cases. In the case set forth under (iii), the Redemption Amount will be - 17 -
below the Exposure Amount and, if the Underlying Performance is 0 (zero), there will be no Redemption Amount payable at all. Smart Bonus Structured Certificates relating to several Underlyings Option 1 (i) (ii) the sum of (a) the Exposure Amount, (b) the Exposure Amount multiplied by the Bonus Factor and (c) the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the difference between the Basket Performance and [number][ and the Performance of the Conversion Rate], if on the [valuation date] the Reference Price of each Underlying is [equal to or] above [ ]% of the relevant Initial Price of such Underlying; or the Exposure Amount, if on the [valuation date] the Reference Price of each Underlying is [equal to or] below [ ]% of the relevant Initial Price of such Underlying but [equal to or] above [ ]% of the relevant Initial Price of such Underlying; or (iii) the Exposure Amount multiplied by the Underlying Performance of the Worst Performing Underlying, in all other cases. In the case set forth under (iii), the Redemption Amount will be below the Exposure Amount and, if the Underlying Performance of the Worst Performing Underlying is 0 (zero), there will be no Redemption Amount payable at all. Option 2 (i) (ii) the sum of (a) the Exposure Amount, (b) the Exposure Amount multiplied by the Bonus Factor and (c) the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the difference between the Basket Performance and [number][ and the Performance of the Conversion Rate], if on the [valuation date] the Basket Performance is [equal to or] above [number]; or the Exposure Amount, if on the [valuation date] the Basket Performance is [equal to or] below [number] but [equal to or] above [number]; or (iii) the Exposure Amount multiplied by the Basket Performance, in all other cases. In the case set forth under (iii), the Redemption Amount will be below the Exposure Amount and, if the Basket Performance is 0 (zero), there will be no Redemption Amount payable at all. Option 3 (i) the sum of (a) the Exposure Amount and (b) the Exposure Amount multiplied by the Bonus Factor[ and the Performance of the Conversion Rate], if on the [valuation date] the Reference Price of each Underlying is [equal to or] above [ ]% of the relevant Initial Price of such Underlying; or - 18 -
(ii) the Exposure Amount multiplied by the Underlying Performance of the Worst Performing Underlying, in all other cases. In the case set forth under (ii), the Redemption Amount will be below the Exposure Amount and, if the Underlying Performance of the Worst Performing Underlying is 0 (zero), there will be no Redemption Amount payable at all. Option 4 (i) (ii) the sum of (a) the Exposure Amount, (b) the Exposure Amount multiplied by the Bonus Factor and (c) the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the smaller of (xx) the Cap or (yy) the difference between the Basket Performance and [number][ and the Performance of the Conversion Rate], if on the [valuation date] the Reference Price of each Underlying is [equal to or] above [ ]% of the relevant Initial Price of such Underlying; or the Exposure Amount, if on the [valuation date] the Reference Price of each Underlying is [equal to or] below [ ]% of the relevant Initial Price of such Underlying but [equal to or] above [ ]% of the relevant Initial Price of such Underlying; or (iii) the Exposure Amount multiplied by the Underlying Performance of the Worst Performing Underlying, in all other cases. In the case set forth under (iii), the Redemption Amount will be below the Exposure Amount and, if the Underlying Performance of the Worst Performing Underlying is 0 (zero), there will be no Redemption Amount payable at all. Cliquet Structured Certificates relating to one Underlying Option 1 the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the Cliquet Performance[ and the Performance of the Conversion Rate]. If the Cliquet Performance is equal to or below 0 (zero), the Redemption Amount will be equal to 0 (zero). Option 2 the sum of (a) the Exposure Amount multiplied by the Return Factor and (b) the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the Cliquet Performance[ and the Performance of the Conversion Rate]. If the Cliquet Performance is equal to or below 0 (zero), the Redemption Amount will be equal to the Exposure Amount multiplied by the Return Factor. Option 3 the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the Total Cliquet Performance[ and the Performance of the Conversion Rate]. If the Total Cliquet Performance is equal to or below 0 (zero), the Redemption Amount will be equal to 0 (zero). - 19 -
Option 4 the sum of (a) the Exposure Amount multiplied by the Return Factor and (b) the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the Total Cliquet Performance [ and the Performance of the Conversion Rate]. If the Total Cliquet Performance is equal to or below 0 (zero), the Redemption Amount will be equal to the Exposure Amount multiplied by the Return Factor. Top Rank Structured Certificates relating to several Underlyings (a) the Exposure Amount multiplied by (b) the Participation Factor and (c) the higher of (x) 0 (zero) or (y) the Average Performance [ and (d) the Performance of the Conversion Rate]. If the Average Performance is equal to or below 0 (zero), the Redemption Amount will be equal to 0 (zero). ATM or OTM Call Structured Certificates relating to one Underlying (a) the Exposure Amount multiplied by (b) the Participation Factor and (c) the higher of (x) 0 (zero) or (y) the difference between the Underlying Performance and [number][ and (d) the Performance of the Conversion Rate]. If the difference between the Underlying Performance and [number] is equal to or below 0 (zero), the Redemption Amount will be equal to 0 (zero). ATM or OTM Call Structured Certificates relating to several Underlyings (a) the Exposure Amount multiplied by (b) the Participation Factor and (c) the higher of (x) 0 (zero) or (y) the difference between the Basket Performance and [number][ and (d) the Performance of the Conversion Rate]. If the difference between the Basket Performance and [number] is equal to or below 0 (zero), the Redemption Amount will be equal to 0 (zero). ATM or OTM Put Structured Certificates relating to one Underlying Option 1 (a) the Exposure Amount multiplied by (b) the Participation Factor and (c) the higher of (x) 0 (zero) or (y) the difference between [number] and the Underlying Performance[ and (d) the Performance of the Conversion Rate]. If the difference between [number] and the Underlying Performance is equal to or below 0 (zero), the Redemption Amount will be equal to 0 (zero). Option 2 the sum of (a) the Exposure Amount multiplied by the Return Factor and (b) the Exposure multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the difference between [number] and the Underlying Performance[ and the Performance of the Conversion Rate]. If the difference between [number] and the Underlying Performance is equal to or below 0 (zero), the Redemption Amount - 20 -
will be equal to the Exposure Amount multiplied by the Return Factor. ATM or OTM Put Structured Certificates relating to several Underlyings Option 1 (a) the Exposure Amount multiplied by (b) the Participation Factor and (c) the higher of (x) 0 (zero) or (y) the difference between [number] and the Basket Performance[ and (d) the Performance of the Conversion Rate]. If the difference between [number] and the Basket Performance is equal to or below 0 (zero), the Redemption Amount will be equal to 0 (zero). Option 2 the sum of (a) the Exposure Amount multiplied by the Return Factor and (b) the Exposure Amount multiplied by the Participation Factor and the higher of (x) 0 (zero) or (y) the difference between [number] and the Basket Performance[ and the Performance of the Conversion Rate]. If the difference between [number] and the Basket Performance is equal to or below 0 (zero), the Redemption Amount will be equal to the Exposure Amount multiplied by the Return Factor. Outperformance Call Structured Certificates relating to several Underlyings Option 1 (a) the Exposure Amount multiplied by (b) the Participation Factor [and][,] (c) the higher of (x) 0 (zero) or (y) the difference between the Performance 1 and the Performance 2 [and (d) the Performance of the Conversion Rate]. If the Performance 1 is equal to or below the Performance 2, as the case may be, the Redemption Amount will be equal to 0 (zero). Option 2 (i) (ii) (a) the Exposure Amount multiplied by (b) the Participation Factor [and][,] (c) the higher of (x) 0 (zero) or (y) the difference between the Performance 1 and the Performance 2[, and (d) the Performance of the Conversion Rate] if on the [valuation date] the [Basket Performance] [Performance] [ ] is [equal to or] above [0 (zero)] [number]; or 0 (zero), in all other cases. If on the [valuation date] the difference between the Performance 1 and the Performance 2 is equal to or less than 0 (zero), or the [Basket Performance] [Performance] [ ] is [equal to or] [below] [0 (zero)] [number] the Redemption Amount will be equal to 0 (zero). Option 3 (i) (a) the Exposure Amount multiplied by (b) the Participation Factor [and][,] (c) the higher of (x) 0 (zero) or (y) the difference between the Performance 1 and [number] [, and (d) the - 21 -