FINAL TERMS relaing o COMMERZBANK AKTIENGESELLSCHAFT 1,000,000 Unlimied Cerificaes linked o he Performance of he BULL DAXF X3 C index relaing o he DAX Fuure o be offered under he Scandinavian Noes/Cerificaes Programme of COMMERZBANK AKTIENGESELLSCHAFT Dae of he Final Terms: 26 May 2010 Series No.: SC114 Tranche No.: 1 of ha Series
This documen consiues he Final Terms relaing o he issue of Cerificaes under he Scandinavian Noes/Cerificaes Programme of Commerzbank Akiengesellschaf (he "Programme") and shall be read in conjuncion wih he Base Prospecus daed 8 June 2009, as supplemened from ime o ime. Full informaion on he Issuer and he offer of he Cerificaes is only available on he basis of he combinaion of hese Final Terms, he Base Prospecus and supplemens hereo, if any. The Final Terms, he Base Prospecus and supplemens, if any, are available free of charge a he head office of he Issuer, Kaisersraße 16 (Kaiserplaz), 60311 Frankfur am Main, Federal Republic of Germany and a he following websie of Commerzbank Akiengesellschaf: www.commerzbank.com. I. Terms and Condiions: The Programme Terms and Condiions daed 8 June 2009 (he "Programme Terms and Condiions") shall be amended by incorporaing he erms of he Final Terms, and by deleing all provisions no applicable o he respecive Tranche of he respecive Series (he "Consolidaed Terms") in he form aached hereo as Annex 1. The Consolidaed Terms shall replace he Programme Terms and Condiions in heir enirey. If and o he exen he Consolidaed Terms deviae from he Programme Terms and Condiions, he Consolidaed Terms shall prevail. II. Oher Condiions Issue Dae 31 May 2010 Issue Price EUR 10.00 Offer Period No Applicable Minimum subscripion amoun No Applicable Maximum subscripion amoun No Applicable German Securiies Idenificaion No. CZ32UV Local Code BULL DAX X3 C ISIN DE000CZ32UV5 Lising Nasdaq OMX Helsinki Ld Sabilising Agen None Marke Making Commerzbank Akiengesellschaf will under normal marke condiions provide on a daily basis bid and ask prices and sizes. The prices and sizes will be deermined a he sole discreion of he Issuer and may no reflec he marke value of he Cerificaes. Targeed invesor caegory Finnish reail invesors Righ o cancel The Issuer reserves he righ o cancel he offer prior o he Issue Dae. Addiional Selling Resricions No Applicable Addiional Risk Facors Produc-specific risks No person should purchase he Unlimied Cerificaes (he Cerificaes ) linked o he Performance of he BULL DAXF X3 C index relaing o he DAX Fuure (he Underlying or he Index ) unless ha person undersands he mechanics of he Cerificaes and he exen of ha person's exposure o poenial loss. Each prospecive purchaser of Cerificaes should consider carefully wheher he Cerificaes are suiable for i in he ligh 2
of such purchaser's circumsances and financial posiion. In his conex, invesors should consider he risks of an invesmen in he Cerificaes (risks relaing o he Issuer, risks relaing o he Underlying as well as risks relaing o he ype of Cerificaes). Prospecive invesors are advised ha in considering wheher or no o purchase he Cerificaes, among oher hings he following should be aken ino accoun: The Cerificaes are no capial-proeced and invesors mus be prepared o susain a loss of heir enire invesmen in he Cerificaes. The maximum loss in relaion o he Cerificaes consiss in a oal loss of he invesed amoun (including ransacion coss). The Cerificaes do no bear any ineres. Furhermore, holders of he Cerificaes should noe ha hey do no receive any dividends or oher disribuions. A poenial profi from an invesmen in he Cerificaes can herefore only be made in he case ha he Cerificaes are redeemed a a Redempion Amoun which is above he price paid for he purchase of he Cerificaes. The marke value of he Cerificaes can be volaile. I will be affeced by a number of facors independen of he crediworhiness of he Issuer and he value of he Underlying, including, bu no limied o, he volailiy of he Underlying, marke ineres and yield raes and he ime remaining o any Redempion Dae. In addiion, he value of he Underlying depends on a number of inerrelaed facors, including economic, financial and poliical evens as well as facors affecing capial markes generally. The price a which a Cerificaeholder will be able o sell Cerificaes may be a a discoun which could be subsanial from price paid for he purchase of he Cerificaes. The hisorical prices of he Underlying should no be aken as an indicaion of he Underlying s fuure performance during he lifeime of he Cerificaes. Under cerain limied circumsances as se forh in hese Final Terms, he Cerificaes may be erminaed by he Issuer, which may adversely affec he economics of he Cerificaes for he invesor. There can be no assurance as o how he Cerificaes will rade in he secondary marke or wheher such marke will be liquid or illiquid. Applicaion has been made o lis he Cerificaes on he Nasdaq OMX Helsinki Ld. No assurance can be given ha here will be a marke for he Cerificaes. Special risks relaing o Unlimied Cerificaes linked o he Performance of he BULL DAXF X3 C index relaing o he DAX Fuure General The Unlimied Cerificaes linked o he Performance of he BULL DAXF X3 C index relaing o he DAX Fuure will gran he invesor he righ o reques paymen, a specific Redempion Daes, from he Issuer of a Redempion Amoun corresponding o he Reference Price of he Index on he Valuaion Dae. The Valuaion Dae in ha conex will always be he enh Index Calculaion Day prior o he Redempion Dae seleced by he Cerificaeholder. An Index Calculaion Day will be a day on which he Index Calculaion Agen normally calculaes and publishes he Index in accordance wih he Index Descripion. The Index will be calculaed and published by Commerzbank in is capaciy as Index Calculaion Agen. The Index is a sraegy index ha is composed of a leverage and an ineres componen and relaes o a specific fuures conrac in each case. The leverage componen will, in percenage erms, correspond o hree imes he daily movemens of he relevan fuures conrac. I is a feaure of he Cerificaes ha no auomaic paymen of he Redempion Amoun represened by he Cerificaes is scheduled a any ime during he erm of he Cerificaes. Paymen of he Redempion Amoun will generally be coningen upon prior redempion of he relevan Cerificae upon he reques of he Cerificaeholder in accordance wih he Terms and Condiions. In addiion, invesors should pay paricular aenion o he following poins: 3
Loss risks A change in he price of one or several index componens may resul in a significan reducion of he Redempion Amoun of he Cerificaes below he iniial purchase price in line wih he performance of he Index and, hus, a significan loss for he Cerificaeholder in relaion o he purchase price paid for he Cerificaes. Invesors should pay paricular aenion o he fac ha he daily changes (i.e., he change beween wo subsequenly following Closing Prices of he Underlying as defined in he Index Descripion aached o he Terms and Condiions (he Index Descripion )) in relaion o he fuures conrac underlying he Index will have hree imes ha effec in percenage erms on he value of he Index and, hus, he value of he Cerificae; his means ha, he more he price of he fuures conrac falls on a rading day, he lower he Index Level will be on ha rading day and vice versa, wih he daily changes in relaion o he Index being inensified in boh direcions as a resul of he riple leverage. In he case of an unfavourable performance of he Index, here is a risk ha some or all of he invesed capial may be los. In addiion, he coss associaed wih he purchase or sale of he Cerificaes mus be aken ino accoun when considering he economic aspecs of an invesmen. Risks resuling from he way he BULL DAXF X3 C index relaing o he DAX Fuure works The Index is composed of a so-called leverage componen and a financing componen. Leverage componen: When calculaing he Index, he leverage componen reflecs he purchase of he fuures conrac ha underlies he Index wih a riple leverage effec on he leverage componen. A price gain in relaion o he fuures conrac as compared o is Closing Price of he Underlying as defined in he Index Descripion on he preceding day will lead o a riple increase in he leverage componen in percenage erms and vice versa. If he price gain as compared o he previous day is 10%, he value of he leverage componen will increase by 30%; if he fuures conrac s price as compared o he previous day falls by 10%, he value of he leverage componen will fall by 30%. However, invesors should noe ha he calculaion of he Index will be influenced by he daily price performance of he fuures conrac underlying he Index during he enire erm of he Cerificaes commencing from heir issuance; he daily price performance in percenage erms will in each case be deermined by reference o he Closing Price of he Underlying as defined in he Index Descripion on he preceding day. A comparison of he fuures conrac price a he ime of issue and he fuures conrac price on he Valuaion Dae is of no relevance. The following phenomena may occur in ha regard: If he price of he fuures conrac ha underlies he Index consisenly increases from, for insance, EUR 10 over 10 days by EUR 0.1 o EUR 11, he price gain in relaion o he fuures conrac will be 10%, while he value of he leverage componen will no have risen by 30%, bu insead by 32.74%. If he price of he fuures conrac consisenly decreases by EUR 0.1 o EUR 9, he value of he leverage componen will no have fallen by 30%, bu insead by only 27.35%. If he price of a fuures conrac moves in differen direcions following issuance of he Cerificaes (i.e. if boh price gains and price losses occur) and if he price of he fuures conrac reurns o is level a issuance, he value of he leverage componen will no rever o, bu will be (as a resul of he leverage effec possibly significanly) below is iniial level. If he price of he fuures conrac ha underlies he Index falls significanly a any ime during he erm of he Cerificaes, he value of he leverage componen will fall o a very low level. Alhough his means ha all laer price gains in relaion o he fuures conrac will lead o price gains in relaion o he leverage componen and hus he Index, invesors mus noe in his regard ha he base level for a price recovery in relaion o he Index may be very low and ha, herefore, significan price gains in relaion o he relevan fuures conrac will only have a moderae effec on he recovery of he Index. Ineres componen: The ineres componen resuls from he invesmen in a risk-free money marke insrumen (EONIA), less a per annum rae ha akes ino accoun he Index Calculaion Agen's coss for margins regarding fuures conracs and less he Index Fees. If, on any day, he 4
margin coss plus he Index Fees, exceed he ineres income based on he EONIA rae for ha day, losses will be incurred insead of ineres gains. In ha case, he ineres componen would be negaive and would reduce he value of he Index on ha day. Unlimied Cerificaes; Exercise Requiremen; Sale of he Cerificaes I is a feaure of hese Cerificaes ha no auomaic paymen of he Redempion Amoun represened by hem is scheduled a any ime during he erm. Paymen of he Redempion Amoun will generally be coningen upon prior redempion of he relevan Cerificae upon he reques of he Cerificaeholder in accordance wih 2 of he Terms and Condiions. Oher provisions will apply only in case he Issuer gives ordinary noice of erminaion in relaion o he Cerificaes in accordance wih 3 of he Terms and Condiions. In all oher cases, here can be no guaranee ha he Cerificaeholder will receive he Redempion Amoun represened by he Cerificaes in he absence of redempion. Since i is uncerain wheher he Issuer will erminae he Cerificaes, he Cerificaeholder will be forced volunarily o redeem he Cerificaes in accordance wih 2 of he Terms and Condiions if he inends o receive he Redempion Amoun represened by he Cerificaes. Cerificaeholders should noe ha redempion of he Cerificaes is possible only wih effec as of he las Paymen Business Day in March, June, Sepember and December (as se ou in deail in he Terms and Condiions). In beween hese Redempion Daes, he economic value represened by he Cerificaes can be realised solely by virue of a sale of he Cerificaes. A sale of he Cerificaes, however, will be dependen upon he availabiliy of marke paricipans who are prepared o purchase he Cerificaes a a corresponding price. If no such marke paricipans can be found, i may be impossible o realise he value of he Cerificaes. Invesors canno rely upon he availabiliy of a liquid marke for he Cerificaes and, hus, he possibiliy o realise he asses invesed in he Cerificaes by selling he Cerificaes. Invesors should hus be prepared o hold he Cerificaes unil he nex available Redempion Dae. The BULL DAXF X3 C index relaing o he DAX Fuure is no an esablished index When evaluaing he Cerificaes, invesors mus ake ino accoun ha he Index is no an index ha has been esablished in he marke. Insead, he main reason why Commerzbank Akiengesellschaf calculaes his Index is so ha i may serve as a reference for he Cerificaes underlying hese Terms and Condiions. Conflics of ineres Regarding he issuance of he Cerificaes, Commerzbank Akiengesellschaf performs a number of funcions. On he one hand, Commerzbank Akiengesellschaf acs as Issuer of he Cerificaes, and on he oher hand, i acs as he Index Calculaion Agen and Index Sponsor and herefore decides upon he composiion of he Index. I canno be ruled ou ha Commerzbank Akiengesellschaf will be subjec o cerain conflics of ineres in performing hese various funcions. When pursuing business aciviy no direcly relaed o he issuance of he Cerificaes or he composiion and calculaion of he Index, he Issuer or any of is affiliaes may pursue acions and ake seps ha i deems, or hey deem, necessary or appropriae o proec is or heir respecive ineress wihou regard o any negaive consequences his may have for he Cerificaeholders. Deducion of an Index Fee Invesors mus noe ha an Index Fee of 0.001389% of he Index level per calendar day (0.5% p.a.) will be deduced from he level of he Index during he calculaion of he Index for he managemen and calculaion of he Index. This means ha he Index will fall, or no gain in value, in he case of consan or slighly increasing prices of he Index Componens. In he case of falling prices of he Index Componens, he deducion of he Index Fee will reinforce he negaive price performance of he Index. Generally, he deducion of he Index Fee will resul in a reducion of he value of he Index and, hus, he Cerificaes. Cerificaes are unsecured obligaions (saus) The obligaions under he Cerificaes consiue direc and uncondiional obligaions of he Issuer ha are no subjec o a real charge (nich dinglich besicher) and, unless oherwise provided by applicable law, rank a leas pari passu wih all oher unsubordinaed obligaions of he Issuer ha 5
are no subjec o a real charge. They are neiher secured by he Deposi Proecion Fund of he Associaion of German Banks (Einlagensicherungsfonds des Bundesverbands deuscher Banken e.v.) nor by he German Deposi Guaranee and Invesor Compensaion Ac (Einlagensicherungsund Anlegerenschädigungsgesez). This means ha he invesor bears he risk ha he Issuer's financial siuaion may worsen - or ha insolvency proceedings migh be insiued wih regard o is asses - and ha he Issuer herefore migh be unable o make any paymens due under he Cerificaes. Under hese circumsances, a oal loss of he invesor's capial migh be possible. Risk Facors relaing o he Index Componens The Unlimied Bull Cerificaes relaing o he BULL DAXF X3 C index relaing o he DAX Fuure are associaed wih paricular risks beyond he Issuer's conrol. The underlying of he Index is a fuures conrac. Fuures conracs are sandardised forward ransacions relaing o a financial insrumen (e.g. an index). A fuures conrac represens he conracual obligaion o purchase or sell a cerain quaniy of he relevan conracual objec a a cerain dae and price. Fuures conracs are raded on fuures and opions exchanges and are sandardised for ha purpose wih regard o size of conrac, ype and qualiy of he conracual objec and poenial delivery places and daes. As a rule, here is a close correlaion beween he price performance of he financial insrumen ha underlies a fuures conrac and is raded on a spo marke and he corresponding fuures marke. However, fuures conracs are generally raded a a premium or discoun in relaion o he spo price of he underlying financial insrumen. This difference beween he spo and fuures price, which is referred o as "basis" in fuures and opions exchange jargon, on he one hand resuls from he inclusion of he coss ha are normally incurred in spo ransacions (delivery, ransacion, ec.) and/or he revenues ha are normally associaed wih spo ransacions (ineres, dividends, ec.), and on he oher hand from he differing valuaion of general marke facors in he spo and he fuures marke. In addiion, depending on he value, here can be a significan gap in erms of he liquidiy in he spo and he corresponding fuures marke. As he Cerificaes relae o he fuures conracs specified in he Index Descripion aached o he Terms and Condiions, invesors, in addiion o knowing he marke for he financial insrumen ha underlies he relevan fuures conrac, mus have know-how as o he workings and valuaion facors of forward/fuures ransacions in order o be able o correcly assess he risks associaed wih an invesmen in he Cerificaes. As fuures conracs expire on a cerain dae, he Index Descripion provide ha he Issuer, a a ime sipulaed in Index Descripion, replaces he fuures conrac provided for as he asse underlying he Index in he Index Descripion by anoher fuures conrac ha has a laer expiry dae han he iniial underlying fuures conrac, bu is oherwise subjec o he same conracual specificaions (so-called "Roll-Over"). Coss associaed wih such a Roll-Over which may occur can be aken ino accoun in connecion wih he deerminaion of he Reference Price and may have an effec on he value of he Cerificaes. The Index Descripion may provide for addiional cases in which he Issuer may replace he iniial fuures conrac and/or change parameers of he Index Descripion. Risks relaing o he Issuer Invesors are exposed o he defaul risk of he Issuer. The value of he Cerificaes is no only subjec o he performance of he Underlying, bu among ohers also o he crediworhiness of he Issuer, which may vary over he erm of he Cerificaes. The Cerificaes represen general conracual unsecured, unsubordinaed obligaions of he Issuer and are ranking pari passu wih all oher unsecured unsubordinaed obligaions of he Issuer, save for obligaions preferred by operaion of law. For furher informaion on risk facors, especially o risk facors relaing o Commerzbank Akiengesellschaf reference is made o he Base Prospecus, in paricular he consideraion se forh herein under "RISK FACTORS". 6
Addiional Taxaion Disclosure Addiional furher Informaion Raings Ineress of naural and legal persons involved in he issue/offer Performance of and oher informaion concerning Underlying/Formula(e)/oher variable, explanaion of effec on value of invesmen and associaed risks No Applicable No Applicable The Cerificaes o be issued have no been and will no be raed. So far as he Issuer is aware, no person involved in he offer of he Cerificaes has an ineres maerial o he offer. The informaion included herein wih respec o he Underlying consiss only of exracs from, or summaries of, publicly available informaion. The Issuer acceps responsibiliy ha such informaion has been correcly exraced or summarised. No furher or oher responsibiliy in respec of such informaion is acceped by he Issuer. In paricular, he Issuer acceps no responsibiliy in respec of he accuracy or compleeness of he informaion se forh herein concerning he Underlying of he Cerificaes or ha here has no occurred any even which would affec he accuracy or compleeness of such informaion. Informaion on he Underlying is available free of charge on he following inerne pages: www.warrans.commerzbank.com 7
ANNEX 1 The following erms and condiions apply o he Cerificaes issued as Series No. SC114 and Tranche No. 1 of ha Series under he Scandinavian Noes/Cerificaes Programme of Commerzbank Akiengesellschaf (he "Programme"). Terms and Condiions of he Cerificaes 1 (FORM, TRANSFERABILITY) ((1) This issue of unlimied cerificaes (he "Cerificaes") of Commerzbank Akiengesellschaf, Frankfur am Main, Federal Republic of Germany (he "Issuer") is issued in Euro ("EUR") (he "Issue Currency"). The Cerificaes will rank pari passu among hemselves. (2) The Cerificaes are issued in he form of Finnish demaerialised securiies which enile he Cerificaeholders (as defined in paragraph (4) below) o demand from he Issuer paymens or deliveries pursuan o he provisions of hese Terms and Condiions. The Cerificaes will only be evidenced by book enries in he sysem of Euroclear Finland Ld, P.O. Box 1110, FI-00101 Helsinki, Finland, (he EFi ) for regisraion of securiies and selemen of securiies ransacions (he Clearing Sysem ) in accordance wih he Finnish Ac on Book-Enry Sysem (1991:826). There will be neiher global bearer securiies nor definiive securiies. (3) Transfers of he Cerificaes and oher regisraion measures shall be made in accordance wih he Finnish Ac on Book-Enry Accouns (1991:827), he regulaions, rules and operaing procedures applicable o and/or issued by EFi (he EFi Rules ). (4) The erm "Cerificaeholder" in hese Terms and Condiions refers o any person ha is regisered on an EFi accoun as holder of a Cerificae. For nominee regisered Cerificaes he auhorised nominee shall be considered o be he Cerificaeholder. Each of he Issuer and he Finnish Paying Agen (as defined in 10), acing on behalf of he Issuer, is eniled o obain from he EFi a ranscrip of he regiser for he Cerificaes. (5) The Issuer reserves he righ o issue from ime o ime wihou he consen of he Cerificaeholders anoher ranche of Cerificaes wih subsanially idenical erms, so ha he same shall be consolidaed o form a single Series and increase he aggregae principal amoun of he Cerificaes. The erm "Cerificaes" shall, in he even of such consolidaion, also comprise such addiionally issued Cerificaes. 2 (REDEMPTION BY A CERTIFICATEHOLDER) (1) Subjec o he provision of 3 paragraph 4, every Cerificaeholder shall, in addiion o he erminaion righ provided under 11, have he righ o reques he redempion of he Cerificaes from he Issuer. The redempion pursuan o his clause can only be requesed in accordance wih he following provisions and only wih respec o a Redempion Dae. A "Redempion Dae" shall be, subjec o 4, any las Paymen Business Day in he monhs of March, June, Sepember and December of each year commencing as of June 2010. (2) Subjec o he provisions of 5, each Cerificae shall be redeemed on he Redempion Dae a an amoun (he "Redempion Amoun") which is calculaed pursuan o he following provisions: The Redempion Amoun shall be equal o he Reference Price of he Index on he respecive Valuaion Dae expressed in he Issue Currency (commercially rounded, if necessary, up or down o he neares cen EUR 0.01). For he purposes of any calculaions pursuan o hese erms and condiions, one index poin shall in each case correspond o EUR 1.00. 8
(3) In order o reques he redempion of he Cerificaes wih respec o a Redempion Dae, he Cerificaeholder has o: (a) (b) submi a wrien noice o he Principal Paying Agen ( 10) requesing he redempion of he Cerificaes held and specifying a Redempion Dae (he "Redempion Noice"); and deliver he Cerificaes o he Principal Paying Agen (i) by an irrevocable order o ransfer he Cerificaes from is accoun o he Principal Paying Agen s cusody accoun wih he Issuing & Paying Agen or (ii) as oherwise insruced by he Principal Paying Agen. Afer he requiremens for a redempion reques according o paragraph (a) and (b) above have been fulfilled he Principal Paying Agen will ransfer he Redempion Amoun payable o he accoun of he Cerificaeholder as indicaed in he Redempion Noice. (4) The Redempion Noice mus be received by he Principal Paying Agen no laer han 20 Paymen Business Days prior o such Redempion Dae. A Redempion Noice received by he Principal Paying Agen shall be binding and irrevocable. I has o be in he form available a he Principal Paying Agen or informal if acceped by he Principal Paying Agen. An informal Redempion Noice has o conain he informaion requesed in such form. A Redempion Noice which does no fulfill he above requiremens may be held invalid by he Principal Paying Agen. The decision of he Principal Paying Agen wheher or no o accep a Redempion Noice shall be valid and binding on he Issuer and he relevan Cerificaeholder. (5) If he number of Cerificaes requesed for redempion deviaes from he number of Cerificaes received by he Paying Agen, he Redempion Noice shall only be valid for a number of Cerificaes equal o he smaller of he wo numbers. Any Cerificaes ransferred in excess of his number shall be ransferred back o he Cerificaeholder a is own expense and risk. (6) Any deerminaions, calculaions or oher decisions for he purposes of he above shall be made by he Calculaion Agen and shall, in he absence of manifes error, be binding for all paries involved. (7) All axes, duies or oher charges in connecion wih he redempion of he Cerificaes are o be borne and paid by he Cerificaeholders. (8) For he purposes of hese Terms and Condiions of he Cerificaes he following definiions shall apply (subjec o adjusmen in accordance wih he provisions conained in 7): "Index Calculaion Day" shall be a day on which he level of he Index is usually deermined and published by Commerzbank Akiengesellschaf (he Index Sponsor or he "Index Calculaion Agen"). "Index" or "Underlying" means he BULL DAXF X3 C index relaing o he DAX Fuure. The index concep is deailed in he index descripion which is aached o hese Terms and Condiions (he "Index Descripion"). Issue Dae means 26 May 2010. "Reference Price" shall be he closing price of he Index as deermined and published by he Index Sponsor on an Index Calculaion Day (Official Index Closing Level). "Valuaion Dae" means he enh Index Calculaion Day prior he respecive Redempion Dae. 9
3 (TERMINATION BY THE ISSUER) (1) The Issuer shall, in addiion o he exraordinary righ o redeem he Cerificaes in accordance wih 7 paragraph (3), be eniled o erminae he Cerificaes in whole bu no in par wih respec o he las Paymen Business Day of each monh (each a "Terminaion Dae") (he "Terminaion by he Issuer"). The firs Terminaion Dae shall be 30 June 2010. (2) The Terminaion by he Issuer has o be noified a he leas 28 calendar days prior o he respecive Terminaion Dae in accordance wih 13. Such noificaion is irrevocable and mus include he Terminaion Dae. (3) Following he Terminaion by he Issuer of he Cerificaes each Cerificae shall be redeemed on he Terminaion Dae a he Redempion Amoun as deermined, muais muandis, according o 2 paragraph (2), where he Valuaion Dae shall be he enh Index Calculaion Day prior o he Terminaion Dae and where he provisions for he posponemen of a Valuaion Dae shall be applied, muais muandis, as se ou in 7 paragraph (5). (4) Upon noificaion of he Terminaion by he Issuer of he Cerificaes by he Issuer he righ of he Cerificaeholders o reques he redempion of he Cerificaes in accordance wih 2 shall expire. 4 (EARLY REDEMPTION, REPURCHASE OF CERTIFICATES) (1) If he Cerificaes are called for redempion due o he occurrence of an Adjusmen Even in accordance wih 7 or an even having occurred as described in 11, as he case may be, hey shall be redeemed a he early redempion amoun (he "Early Redempion Amoun") which shall be calculaed by he Issuer in is reasonable discreion ( 315 of he German Civil Code) as he fair value of he Cerificaes a he dae as deermined by he Issuer in he noificaion of he erminaion. The righs arising from he Cerificaes will erminae upon he paymen of he Early Redempion Amoun. (2) The Issuer may a any ime purchase Cerificaes in he marke or oherwise. Cerificaes repurchased by or on behalf of he Issuer may be held by he Issuer, re-issued, resold or surrendered o he Principal Paying Agen for cancellaion. 5 (PAYMENTS) (1) The Issuer irrevocably underakes o pay, as and when due, all amouns payable pursuan o hese Terms and Condiions in he Issue Currency. (2) All amouns payable pursuan o hese Terms and Condiions shall be made o he Cerificaeholders recorded as such on he firs Finnish Business Day before he due dae for such paymen (or oherwise in accordance wih he EFi Rules as in force from ime o ime). For he purposes of his paragraph, a "Finnish Business Day" shall mean any day on which commercial banks are open for general business in Helsinki. (3) All paymens will be ransmied by EFi o he Cerificaeholders in accordance wih he EFi Rules. Any paymen from he Issuer in accordance wih he EFi Rules shall release he Issuer from is paymen obligaions under he Cerificaes in he amoun of such paymen. (4) If any paymen wih respec o a Cerificae is o be effeced on a day oher han a Paymen Business Day, paymen shall be effeced on he nex following Paymen Business Day. In his 10
case, he relevan Cerificaeholder shall neiher be eniled o any paymen claim nor o any ineres claim or oher compensaion wih respec o such delay. "Paymen Business Day" means a day on which he Trans-European Auomaed Real-Time Gross selemen Express Transfer sysem (TARGET-Sysem) and he Clearing Sysem sele paymens in he Issue Currency. (5) All paymens are subjec in all cases o any applicable fiscal or oher laws, regulaions and direcives. (6) The Issuer may deposi wih he local cour (Amsgerich), Frankfur am Main, paymens no claimed by Cerificaeholders wihin 12 monhs afer is respecive due dae, even hough he respecive Cerificaeholders may no be in defaul of accepance. If and o he exen ha he deposi is made under waiver of he righ of wihdrawal, he respecive claims of he respecive Cerificaeholders agains he Issuer shall cease. 6 (TAXES) All presen and fuure axes, fees or oher duies in connecion wih he Cerificaes shall be borne and paid by he Cerificaeholders. The Issuer is eniled o wihhold from paymens o be made under he Cerificaes any axes, fees and/or duies payable by he Cerificaeholder in accordance wih he previous senence. 7 (ADJUSTMENTS, EXTRAORDINARY TERMINATION RIGHT OF THE ISSUER) (1) If he Index is no longer calculaed and published by he Index Sponsor bu by anoher person, company or insiuion accepable o he Issuer in is reasonable discreion ( 315 German Civil Code (BGB)) as he new Sponsor (he "Successor Sponsor"), he Redempion Amoun will be deermined on he basis of he Index being calculaed and published by he Successor Sponsor and any reference made o he Index Sponsor in hese Terms and Condiions shall, if he conex so admis, hen refer o he Successor Sponsor. (2) If a any ime he Index is cancelled or replaced, he Issuer will deermine in is reasonable discreion ( 315 German Civil Code (BGB)) anoher index on he basis of which he Redempion Amoun will be deermined (he "Successor Index"). The respecive Successor Index as well as he ime of is firs applicaion will be noified pursuan o 13. Any reference made o he Index in hese Terms and Condiions shall, if he conex so admis hen refers o he Successor Index. All relaed definiions shall be deemed o be amended accordingly. Furhermore, he Issuer will make all necessary adjusmens o he Terms and Condiions resuling from a subsiuion of he Index. (3) If (i) he deerminaion of a Successor Index in accordance wih he paragraph (2) is no possible or is unreasonable (unzumubar) for he Issuer or (ii) if he Index Sponsor maerially modifies he calculaion mehod of an Index wih effec on or afer he Issue Dae, or maerially modifies he Index in any oher way, hen he Issuer is eniled o (a) coninue he calculaion of he Index on he basis of he former concep of he Index and is las deermined level or (b) o erminae he Cerificaes premaurely on he exraordinary erminaion dae (he "Exraordinary Terminaion Dae") wih a prior noice of seven Paymen Business Days in accordance wih 13. (4) In he case of an early erminaion of he Cerificaes pursuan o paragraph (3) he Cerificaes shall be redeemed on he Exraordinary Terminaion Dae a he exraordinary erminaion amoun (he "Exraordinary Terminaion Amoun") which shall be calculaed by he Issuer in is reasonable discreion ( 315 German Civil Code (BGB) by aking ino accoun applicable marke condiions and any proceeds realised by he Issuer in connecion wih ransacions concluded by i in is reasonable discreion ( 315 German Civil Code (BGB)) for hedging measures in relaion o he assumpion and fulfilmen of is obligaions under he Cerificaes 11
(he "Hedging Transacions"). When deermining he Exraordinary Terminaion Amoun, he Issuer may ake ino accoun expenses for ransacions ha were required for winding up he Hedging Transacions in he Issuer's reasonable discreion ( 315 German Civil Code (BGB)) as deducible iems. The Exraordinary Terminaion Amoun shall be noified in accordance wih 13. The righs arising from he Cerificaes will erminae upon he paymen of he Exraordinary Terminaion Amoun. 8 (PRESCRIPTION) The prescripion period for claims agains he Issuer for he paymen of principal shall be en (10) years from he due dae for such paymen. 9 (STATUS) The obligaions under he Cerificaes consiue direc, uncondiional and unsecured obligaions of he Issuer and rank a leas pari passu wih all oher unsecured and unsubordinaed obligaions of he Issuer (save for such excepions as may exis from ime o ime under applicable law). 10 (AGENTS) (1) Commerzbank Akiengesellschaf, Kaisersraße 16 (Kaiserplaz), 60311 Frankfur am Main, Federal Republic of Germany shall be he "Principal Paying Agen", and Nordea Bank Finland Plc, a credi insiuion and accoun operaor, incorporaed under he laws of Finland, whose corporae sea and regisered office is a Aleksis Kiven kau 3-5, Helsinki, FI-00020 NORDEA, Finland, shall be appoined as he "Finnish Paying Agen". The Issuer shall procure ha here will a all imes be a Principal Paying Agen and ha as long as Cerificaes are issued hrough he Clearing Sysem here will a all imes be a Paying Agen in Helsinki, Finland. The Issuer is eniled o appoin oher banks of inernaional sanding as addiional paying agens (each, a "Paying Agen"; he Principal Paying Agen, he Finnish Paying Agen and any addiional Paying Agen ogeher he "Paying Agens"). Furhermore, he Issuer is eniled o erminae he appoinmen of he Principal Paying Agen as well as of individual Paying Agens. In he even of such erminaion or such bank being unable or unwilling o coninue o ac as Principal Paying Agen or Paying Agen, he Issuer shall appoin anoher bank of inernaional sanding as Principal Paying Agen or Paying Agen, as he case may be. Such appoinmen or erminaion shall be published wihou undue delay in accordance wih 13. (2) Commerzbank Akiengesellschaf, Kaisersr. 16 (Kaiserplaz), 60311 Frankfur am Main, Federal Republic of Germany shall be he "Calculaion Agen". The Issuer shall procure ha as long as deerminaions have o be made in accordance wih hese Terms and Condiions here shall a all imes be a Calculaion Agen. The Issuer reserves he righ a any ime o erminae he appoinmen of he Calculaion Agen. In he even of such erminaion or of he appoined office of any such bank being unable or unwilling o coninue o ac as Calculaion Agen (as he case may be) he Issuer shall appoin an appropriae office of anoher leading bank o ac Calculaion Agen. The appoinmen of anoher Calculaion Agen shall be published wihou delay by he Issuer in accordance wih 13. (3) The Paying Agens and he Calculaion Agen shall be held responsible for giving, failing o give, or acceping a declaraion, or for acing or failing o ac, only if, and insofar as, hey fail o ac wih he diligence of a conscienious businessman. All deerminaions and calculaions made by he Paying Agens and he Calculaion Agen shall be made in conjuncion wih he Issuer. 12
(4) The Paying Agens and he Calculaion Agen acing in such capaciy, ac only as agens of he Issuer. There is no agency or fiduciary relaionship beween he Paying Agens and he Calculaion Agen on he one hand and he Cerificaeholders on he oher hand. The Paying Agens and he Calculaion Agen are hereby graned exempion from he resricions of 181 of he German Civil Code and any similar resricions of he applicable laws of any oher counry. 11 (TERMINATION) (1) Each holder of Cerificaes is eniled o declare his Cerificaes due and o require he redempion of his Cerificaes a he Early Redempion Amoun pursuan o 4 paragraph (1) as provided hereinafer, if: (a) (b) (c) (d) (e) (f) he Issuer is in defaul for more han 30 days wih respec o he paymen of any amoun due under hese Terms and Condiions; he Issuer violaes any oher obligaion under hese Terms and Condiions, and such violaion coninues for 60 days afer receip of wrien noice hereof from he respecive Cerificaeholder; he Issuer is wound up or dissolved wheher by a resoluion of he shareholders or oherwise (excep in connecion wih a merger or reorganisaion in such a way ha all of he asses and liabiliies of he Issuer pass o anoher legal person in universal succession by operaion of law); he Issuer ceases is paymens and his coninues for 60 days, or admis o be unable o pay is debs; any insolvency proceedings are insiued agains he Issuer which shall no have been dismissed or sayed wihin 60 days afer heir insiuion or he Issuer applies for he insiuion of such proceedings, or offers or makes an arrangemen for he benefi of is crediors or he Federal Financial Supervisory Auhoriy (BaFin) opens insolvency proceedings agains he Issuer; or in he case of a subsiuion of he Issuer wihin he meaning of 12 paragraph (4)(b) any of he evens se forh in sub-paragraphs (c)-(e) above occurs in respec of he Guaranor. The righ o declare Cerificaes due shall erminae if he circumsances giving rise o i have been remedied before such righ is exercised. (2) The righ o declare Cerificaes due pursuan o paragraph (1) shall be exercised by a Cerificaeholder by delivering or sending by regisered mail o he Principal Paying Agen a wrien noice which shall sae he principal amoun of he Cerificaes called for redempion and shall enclose evidence of ownership reasonably saisfacory o he Principal Paying Agen. 12 (SUBSTITUTION OF ISSUER, BRANCH DESIGNATION) (1) Any oher company may assume a any ime during he life of he Cerificaes, subjec o 12 paragraph (4), wihou he Cerificaeholders' consen upon noice by he Issuer given hrough publicaion in accordance wih 13, all he obligaions of he Issuer under hese Terms and Condiions. (2) Upon any such subsiuion, such subsiue company (hereinafer called he "New Issuer") shall succeed o, and be subsiued for, and may exercise every righ and power of, he Issuer under hese Terms and Condiions wih he same effec as if he New Issuer had been named 13
as he Issuer herein; he Issuer (and, in he case of a repeaed applicaion of his 12, each previous New Issuer) shall be released from is obligaions hereunder and from is liabiliy as obligor under he Cerificaes. (3) In he even of such subsiuion, any reference in hese Terms and Condiions (excep for his 12) o he "Issuer" shall from hen on be deemed o refer o he New Issuer and any reference o he counry of he corporae sea of he Issuer which is o be subsiued (excep for he references in 15 o he Federal Republic of Germany) shall be deemed o refer o he counry of he corporae sea of he New Issuer and he counry under he laws of which i is organised. (4) No such assumpion shall be permied unless (a) (b) (c) (d) he New Issuer has agreed o indemnify and hold harmless each Cerificaeholder agains any ax, duy, assessmen or governmenal charge imposed on such Cerificaeholder in respec of such subsiuion; he Issuer (in his capaciy referred o as he "Guaranor") has uncondiionally and irrevocably guaraneed o he Cerificaeholders compliance by he New Issuer wih all paymen obligaions assumed by i under guaranee erms usually given by he Guaranor wih respec o noe issues by any of is finance companies and he ex of his guaranee has been published in accordance wih 13; and he New Issuer and he Guaranor have obained all governmenal auhorisaions, approvals, consens and permissions necessary in he jurisdicions in which he Guaranor and/or he New Issuer are domiciled or he counry under he laws of which hey are organised. EFi has given is consen o he subsiuion (which consen shall no be unreasonably wihheld or delayed). (5) Upon any subsiuion of he Issuer for a New Issuer, his 12 shall apply again. (6) The Issuer may a any ime, designae by publicaion in accordance wih 13 any branch (Beriebssäe) of he Issuer ouside he Federal Republic of Germany as he branch (Beriebssäe) primarily responsible for he due and puncual paymen in respec of he Cerificaes hen ousanding and he performance of all of he Issuer's oher obligaions under he Cerificaes hen ousanding. Paragraphs (4)(c) and (5) of his 12 shall apply muais muandis o such designaion. 13 (NOTICES) All noices o he Cerificaeholders will be deemed o have been duly given if (i) published as a Sock Exchange release or (ii) sen by mail o each Cerificaeholder o he address regisered for such Cerificaeholder in he Finnish book-enry sysem. Any such noice shall be deemed o have been given, if published as a Sock Exchange release, on he dae of such publicaion (if published more han once or on differen daes, on he dae of he firs publicaion) or, if sen by mail o he Cerificaeholders, on he sevenh day following he day he noice was sen by mail. Publicaions based on Secion 7 of Chaper 2 of he Finnish Securiies Marke Ac ha are likely o have a maerial influence on he value of he Cerificaes will be published as sock exchange releases in he Finnish language. 14
14 (FINAL CLAUSES) (1) The Cerificaes and he righs and duies of he Cerificaeholders, he Issuer, he Calculaion Agen and he Paying Agens shall in all respecs be governed by he laws of he Federal Republic of Germany excep for 1 paragraph (2) o (4) of he Terms and Condiions which shall be governed by he laws of he Republic of Finland. (2) The Issuer shall be eniled wihou he consen of he Cerificaeholders (a) o correc obvious yping, calculaion or oher errors and (b) o amend or supplemen conradicory or incomplee provisions conained in he Terms and Condiions, provided ha in he cases of (b) only such amendmens and supplemens shall be permied if such amendmens or supplemens, having regard o he ineress of he Issuer, are reasonably accepable for he Cerificaeholders, i.e. ha do no adversely affec he financial siuaion of he Cerificaeholders maerially. Amendmens or supplemens of hese Terms and Condiions have o be noified wihou undue delay in accordance wih 13. (3) Should any provision of hese Terms and Condiions be or become void in whole or in par, he oher provisions shall remain in force. Void provisions shall be replaced in accordance wih he meaning and purpose of hese Terms and Condiions. (4) Place of performance is Frankfur am Main, Federal Republic of Germany. (5) Place of jurisdicion shall be Frankfur am Main, Federal Republic of Germany. (6) The English version of hese Terms and Condiions shall be binding. Any ranslaion is for convenience only. 15
Aachmen o he Terms and Condiions of he Cerificaes BULL DAXF X3 C INDEX RELATING TO DAX FUTURES 1. Index Concep The BULL DAXF X3 C index relaing o he DAX Fuure, which is referred o as he Underlying in "2. Index Definiions", is a sraegy index ha paricipaes in he movemens of he Underlying and ha is composed of a leverage and an ineres componen. The leverage componen reflecs he riple purchase of he Underlying (long posiion). This means ha an increase in he Underlying beween wo consecuive Official Index Closing Levels will cause he leverage componen o riple in percenage erms. If he Underlying falls, he leverage componen will be reduced accordingly. This leverage effec will have a disproporionaely high effec on he Index, boh in he case of posiive as well as negaive movemens of he Underlying. The ineres componen resuls from an invesmen in a riskless money marke insrumen (EONIA), less he Index Fees and less a per annum rae (ICS), which akes ino accoun he Index Calculaion Agen's coss for margins regarding fuures conracs. If, on any day, he margin coss (ICS), plus he Index Fees, exceed he ineres income based on he EONIA rae for ha day, losses will be incurred insead of ineres gains. In ha case, he ineres componen would be negaive and would reduce he value of he Index on ha day. The Index will be coninually updaed during he Underlying s rading hours on he Relevan Fuures Exchange by he Index Calculaion Agen; his means ha he Index will be re-calculaed upon each change in he Underlying s price. The Index Calculaion Agen will charge an annual Index Fee of 0.5% p.a., which will be deduced daily (based on a year comprising 360 days) during he calculaion of he Index. The described Index is no a recognised financial index, bu raher a cusomised sraegy index ha is calculaed by Commerzbank. 2. Index Definiions "Banking Day" is a day on which he banks in Frankfur am Main are normally open for general banking ransacions. "Closing Price of he Underlying" wih regard o an Index Calculaion Dae is he average of he firs joinly deermined and published bid and offer prices of he Underlying afer 5:30pm (CET). "EONIA": The EONIA (Euro Overnigh Index Average) rae is an effecive overnigh rae, which has been deermined by he European Cenral Bank on a daily basis since 1 January 1999 and which is compued as he weighed average of all unsecured overnigh lending ransacions in he inerbank marke. In he Eurozone, he panel banks conribue o he deerminaion of EONIA. The "ICS" rae is o ake ino accoun he fac ha he Index Calculaion Agen incurs margin coss when rading in fuures conracs. The Index Calculaion Agen is herefore eniled o adjus he ICS rae on each ICS Adjusmen Dae o he curren coss and apply he adjused rae from ha ime onwards. However, he ICS rae may no exceed 0.5% p.a. (on he basis of a year comprising 360 days). Any such adjusmen shall be published as described in "4. Index Publicaion". The iniial ICS rae is 0.2% p.a. (on he basis of a year comprising 360 days). The "ICS Adjusmen Dae" shall be he las Index Calculaion Day in each monh, saring from June 2010. The "Index Calculaion Day" shall be any Banking Day on which a price can be deermined for he 16
Underlying and on which a relevan EONIA rae has been deermined. The "Index Calculaion Agen" and/or "Index Sponsor" shall be Commerzbank AG. The "Index Commencemen Dae" shall be 26 May 2010. The "Iniial Index Level" shall be 10 index poins. The "Official Index Closing Level" shall be deermined by he Index Calculaion Agen for each Index Calculaion Dae in accordance wih he index calculaion formula (see "3. Index Calculaion") based on he Closing Price of he Underlying and he fixing of he EONIA rae. If no bid and/or offer price is deermined for he Underlying afer 5:30pm (CET) on an Index Calculaion Dae, he value of he Index as las calculaed on ha Index Calculaion Dae shall be used as he Official Index Closing Level. The "Relevan Fuures Exchange" is EUREX, a derivaives exchange joinly operaed by Deusche Börse AG and SIX Swiss Exchange.The definiion of he Relevan Fuures Exchange may be amended by he Index Calculaion Agen if his is deemed necessary in order o, for insance, ake accoun of he fac ha he Relevan Fuures Exchange has ceased rading in cerain securiies. Any changes o he definiion of he Relevan Fuures Exchange will be published in accordance wih "4. Index Publicaion". "Roll-Over Period" is he period commencing on he second Banking Day prior o a regular Final Selemen Day of he DAX Fuure wih he shores mauriy afer deerminaion of he Closing Price of he Underlying and ending on he Final Selemen Day of he DAX Fuure wih he shores mauriy. If he second Banking Day prior o he Final Selemen Day is no an Index Calculaion Day, he sar of he Roll-Over Period shall be posponed o he nex following Banking Day on which he Index is calculaed. If he sar of he Roll-Over Period is posponed repeaedly, he Roll-Over Period shall be limied o he Final Selemen Day. In ha case, an Exraordinary Index Adjusmen will occur for expiraion reasons (see "5. Exraordinary Index Adjusmen"). "Underlying" is normally he DAX Fuure wih he shores mauriy ha is raded on he Relevan Fuures Exchange. This does no apply during he period commencing on he second Banking Day prior o a Final Selemen Day following deerminaion of he Official Index Closing Level and ending a he Expiraion Time on he Final Selemen Day (he "Roll-Over Period"). In ha regard, "Final Selemen Day" refers o he final selemen day deermined by he Relevan Fuures Exchange for he DAX Fuure wih he shores mauriy. For ha period, he DAX Fuure wih he secondshores mauriy shall be he Underlying. The DAX Fuure is a fuures conrac relaing o he DAX, which is composed, weighed and calculaed in accordance wih he publicaions by Deusche Börse AG. "Underlying Price" shall be he average of he bid and offer price a any ime during he rading hours on he Relevan Fuures Exchange. 3. Index Calculaion The Index will iniially be calculaed on he Index Commencemen Dae. On he Index Commencemen Dae, he iniial level of he Index will be 10 index poins. From he ime a which he firs price of he Underlying is deermined on he Index Commencemen Dae, he Index Calculaion Agen shall calculae he level (price) of he Index on each Index Calculaion Day. In ha conex, 1 index poin corresponds o EUR 1.00. Calculaion akes place on he basis of he following formula: Underlying EONIAT ICS IF Index = IndexT 3 2 IndexT d Underlying + T 144444 244444 3 1444444 2 360 444444 3 LEVERAGECOMPONENT INTERESTCOMPONENT 17
Index = Index level a he calculaion ime Index = he Official Index Closing Level as deermined on he T Index Calculaion Day immediaely preceding he curren Index Calculaion Day Underlying = Underlying Price a he calculaion ime Underlying = he Closing Price of he Underlying on he Index T Calculaion Day immediaely preceding he curren Index Calculaion Day EONIA = he EONIA rae as deermined and published on he Index T Calculaion Day immediaely preceding he curren Index Calculaion Day ICS = he ICS rae applicable a he calculaion ime IF = The Index Fee is he index fee saed in clause 6. d = number of calendar days beween wo Index Calculaion Days 4. Index Publicaion The Index will be coninually calculaed on each Index Calculaion Day and published on he Issuer s websie (www.warrans.commerzbank.com), rounded o wo decimal places. 5. Exraordinary Index Adjusmen a) Exraordinary Index Adjusmen for expiraion reasons If he sar of he Roll-Over Period has been posponed repeaedly, so ha he Roll-Over Period is limied o he Final Selemen Day, an Index Adjusmen shall ake place during ha day by simulaing a new day: new = T (i.e. Underlying T = Underlying and IndexT = d = 0 Index ) A he ime of expiraion of he Underlying on he Final Selemen Day, he Final Selemen Price of he Underlying as deermined by he Relevan Fuures Exchange shall be used for he calculaion of he Index as he price of he Underlying. As he Underlying T for he simulaed day, he price of he fuure deermined a ha ime wih he shores mauriy from ha ime onwards ( Underlying new ) shall be used. The ineres componen shall remain unchanged. No addiional ineres or coss shall be charged for he new day. 18