COMMERZBANK AKTIENGESELLSCHAFT Frankfurt am Main Final Terms dated 8 July, 2009 with respect to the Base Prospectus dated 12 January, 2009 for Standard Warrants relating to Shares denominated in EUR (to be publicly offered in Finland and listed on the Nasdaq OMX Ltd)
RISK FACTORS It is the opinion of the Issuer that the following information contains the major risks connected with an investment in the securities. However, no representation, warranty or undertaking is made that the list or description of the risks associated with an investment in the securities is complete. Further to this, the order of the risks described should not be considered as a statement on the extent of the possible financial effects connected with such risks or the probability of their occurrence. The occurrence of one or more of the risks described may negatively affect the ability of the Issuer to redeem the Warrants and/or the economic and financial situation of Commerzbank and its profits which may equally have a negative effect on the ability of the Issuer to redeem the Warrants. As warrants are complex financial instruments and may not to be adapted to all the investors, each investor must have sufficient knowledge and experience from the financial markets and in particular from options and options transactions to evaluate the risks in relation to the terms and conditions of the Warrants and the investment in the Warrants. Further, potential purchasers of the Warrants are advised to read the complete Base Prospectus (including the information contained in the respective Final Terms) and to seek their own advice (including tax consultants and account holding bank) before reaching an investment decision. The following information is not intended to replace the advice given to the investor by its own bank. An investment decision should not be reached solely on the basis of this information as it is not intended to be equivalent to the advice or information tailored specifically for the requirements, aims, experience or knowledge and circumstances of the investor. Potential investors intending to purchase the Warrants should only purchase the Warrants if they are able to sustain the loss of the purchase price and of the transaction costs incurred in connection with the purchase of the Warrants. RISKS ASSOCIATED WITH THE STANDARD WARRANTS General Standard Warrants on shares, indices, currency exchange rates, precious metals or commodity futures contracts (the "Standard Warrants") grant to the holder the right to receive upon automatic exercise an amount in cash converted, where necessary, into Euro ("EUR") or Swedish Kronor ("SEK") at the applicable Conversion Rate and multiplied by the Ratio, if applicable, by which the Reference Price or the Average Reference Price in the case of Standard Warrants with Averaging of the underlying asset (the share, index, exchange rate, precious metal or commodity futures contract) (the Underlying Asset ) exceeds the Strike Price as determined in the Terms and Conditions of the Standard Warrants on the Valuation Date (in the case of Standard CALL Warrants) or is exceeded by the Strike Price (in the case of Standard PUT Warrants). The Reference Price of the Underlying Asset is the Reference Price of the Underlying Asset on the Valuation Date, or, in the case of Standard Warrants with Averaging the Average Reference Price is the arithmetic mean of the Reference Prices of the Underlying Asset on the Averaging Dates, all as determined in the Terms and Conditions of the Standard Warrants. The Valuation Date shall be the Expiration Date whereas the Averaging Dates are the dates as specified in the Terms and Conditions of the Standard Warrants. In the case of the occurrence of a Market Disruption Event the Valuation Date as well as the Averaging Dates can be postponed, all as determined in the Terms and Conditions of the Standard Warrants. The Valuation Date shall be the Expiration Date and can, in the case of the occurrence of a Market Disruption Event, be postponed. The Standard Warrants will be automatically exercised on the Expiration Date if the Cash Settlement Amount is a positive amount at that time, or otherwise the Standard Warrants expire worthless. The Issuer shall pay or cause to be paid the Cash Settlement Amount to the Warrantholder within a number of Payment Business Days following the Valuation Date as specified in the Terms and Conditions of the Standard Warrants. 2
Exercise of the Standard Warrants only on the Expiration Date (European Style) One of the essential characteristics of the Standard Warrants is that the Standard Warrants are not exercisable during their lifetime. An automatic payment can only be expected by the Warrantholder (i) within a number of Payment Business Days following the Expiration Date, all as specified in the Terms and Conditions of the Standard Warrants, or, (ii) in the case of an Early Termination of the Standard Warrants by the Issuer, on the Early Termination Date. The Underlying Assets will not be delivered. Prior to the Expiration Date (or prior to the Early Termination Date in the case of an Early Termination of the Standard Warrants by the Issuer) a realisation of the economic value of the Standard Warrants (or part of it) is only possible by selling the Standard Warrants. A sale of the Standard Warrants, however, requires that there are market participants willing to purchase the Standard Warrants at the respective price. If there are no market participants willing to do so the value of the Standard Warrants may possibly not be realised. The Issuer has no obligation to provide for a trading in the Standard Warrants or to repurchase the Standard Warrants itself. Special Characteristics of Standard Warrants relating to Shares In the case of the occurrence of an Adjustment Event as set forth in the Terms and Conditions of the Standard Warrants, the Issuer is entitled, but not obligated, to make adjustments to the Terms and Conditions of the Standard Warrants in its reasonable discretion with the aim of maintaining for the holder of Standard Warrants, to the extent possible, the economic position which they held prior to such events. (An Adjustment Event means amongst others any of the following events: capital increases, spin-offs, adjustments with respect to option or futures contracts relating to the Shares on the Related, etc.) Such adjustments may inter alia affect the Strike Price and the Ratio and may lead to the underlying share being replaced by a basket of shares or, in the case of a merger, by shares of the merged or newly formed entity in any suitable number or to the designation of a different stock exchange as the. In this connection the Issuer may but is not obliged to take into consideration the adjustments made by the Related in the case options on the relevant shares are traded on an options and futures exchange. In the case of the occurrence of an Extraordinary Event as set forth in the Terms and Conditions of the Standard Warrants, the Issuer may (instead of an adjustment) terminate the Standard Warrants prematurely. (An Extraordinary Event means amongst others any of the following events: takeover-bids with respect to the Shares of the Company, termination of trading of the Shares on the as well as of option or futures contracts relating to the Shares on the Related or the announcements thereof, the inability of the Issuer to undertake transactions to hedge its risks arising from the obligations of the Issuer under the Standard Warrants, the application for insolvency proceedings with regard to the assets of the Company, etc.) In the case of such Extraordinary Event each Standard Warrant will be redeemed at an amount which will be determined by the Issuer as fair value in its reasonable discretion at the date as determined by the Issuer in the notification of the termination. The rights arising from the Standard Warrants will terminate with the payment of such amount. Risks associated with the Purchase of Standard Warrants Standard Warrants involve a high degree of risk and investors must be prepared to sustain a total loss of the purchase price of their Standard Warrants. This is particularly the case if the price of the Underlying Asset is below the Strike Price (in the case of Standard CALL Warrants) or is above the Strike Price (in the case of Standard PUT Warrants) and where on the basis of the remaining time to the Expiration Date it cannot be expected that the price of the Underlying Asset will move in time into the preferred direction. The occurrence of fluctuations or the non-occurrence of anticipated fluctuations in the price of the Underlying Asset may disproportionately affect the value of the Standard Warrants and may lead to the Standard Warrants expiring worthless. Important factors in determining the price of Standard Warrants are in particular: the actual price of the relevant Underlying Asset and the expectations of market participants regarding its price, the anticipated frequency and intensity of fluctuations in the price of the relevant Underlying Asset (volatility), and 3
the lifetime of the Standard Warrants. In addition, investors should consider that the return on the investment in the Standard Warrants is reduced by the costs incurred in connection with the purchase and sale of the Standard Warrants. The Standard Warrants do not entitle the Warrantholders to receive a coupon payment or dividend yield and therefore do not constitute a regular source of income. Possible losses in connection with an investment in the Standard Warrants can therefore not be compensated by other income from the Standard Warrants. Further, the investor bears the risk that the financial situation of the Issuer declines or that insolvency or bankruptcy proceedings are instituted against the Issuer and that as a result the Issuer will be unable to fulfil its payment obligations under the Standard Warrants. Risks associated with the Valuation of the Underlying Asset The market price of the Standard Warrants at any time is expected to be affected primarily by changes in the level of the Underlying Asset to which the Standard Warrants relate. It is impossible to predict how the level of the relevant Underlying Asset will vary over time. Factors which may have an effect on the value of the Underlying Asset include the rate of return of the Underlying Asset, e.g. dividend payments, and the financial position and prospects of the issuer of the Underlying Asset or any component thereof. In addition, the level of the Underlying Asset may depend on a number of interrelated factors, including economic, financial and political events and their effect on the capital markets generally and on the relevant stock exchanges. Potential investors should also note that whilst the market value of the Standard Warrants is linked to the relevant Underlying Asset and will be influenced (positively or negatively) by it, any change may not be comparable and may be disproportionate. It is possible that while the Underlying Asset is increasing in value, the value of the Standard Warrants may fall. Risks associated with the Volatility of the Underlying Asset The term "Volatility" refers to the frequency and magnitude of changes of the market price with respect to an Underlying Asset. The experienced volatility is also defined as "Historic Volatility", while the anticipated volatility is commonly known as "Implied Volatility". Volatility is affected by a number of factors such as macro economic factors, speculative trading and supply and demand in the options, futures and other derivatives markets. Therefore, the Volatility of an Underlying Asset could affect the value of the Warrants. A higher Historic Volatility could lead to increased as well as decreased value of the Warrants. In the case of Standard Warrants the Implied Volatility is of great importance in the market making process relating to such Standard Warrants. The Implied Volatility reflects the estimated fluctuations of the Underlying Assets. The Issuer will base the pricing on its estimates for future fluctuations of the value of the Underlying Asset. Estimates will be based inter alia on the market s valuations of listed futures and options related to the Underlying Assets. Risks associated with the Occurrence of a Market Disruption Event If a Market Disruption Event has occurred or exists at a specific time the value of the Standard Warrants and/or the payment of the Cash Settlement Amount in respect of Standard Warrants may be affected. Market Disruption Events may cause a delay in the valuation of the Standard Warrants and/or in the payment of the Cash Settlement Amount to the investor. Risk of Loss due to a Decrease in the Time Value Depending on the expectations of the market participants with respect to the future performance of the Underlying Asset, they are prepared to pay a price for a Standard Warrant which differs to a greater or lesser extent from the intrinsic value of the Standard Warrant (the intrinsic value means the amount by which the market price of the Underlying Asset exceeds the Strike Price (in the case of a Standard Call Warrant) or is exceeded by the Strike Price (in the case of a Standard Put Warrant)). Thus, the time value of a Standard Warrant, i.e. the premium paid on top of its intrinsic value, changes permanently. The closer to the expiry of a Standard Warrant, the more and faster its time value falls to zero; on expiry, the time value has reached zero. 4
Purchases of Standard Warrants which still have a relatively high time value shortly before expiry are therefore associated with particular risks. Risks associated with Leverage A typical feature of Standard Warrants is their leverage effect on the earnings prospects of the invested capital: The price of Standard Warrants always reacts disproportionately to changes in the price of the Underlying Asset and, thus, offer chances of higher profit during the lifetime of the Standard Warrants but correspondingly high risks of incurring a loss. This is because the leverage has an effect in both directions i.e. not only upwards in favourable periods, but also downwards in unfavourable periods. The greater the leverage, the riskier the purchase of Standard Warrants will be. The leverage effect is particularly strong in the case of Standard Warrants with very short lifetimes. Standard Warrants are unsecured Obligations The Standard Warrants are unsecured and unsubordinated obligations of the Issuer and will rank pari passu with all present and future unsecured and unsubordinated obligations of the Issuer, without any preference among themselves and without any preference one above the other by reason of priority of the date of issue, currency or any payment or otherwise, except for obligations given priority by law. Any person who purchases any of the Standard Warrants is relying upon the creditworthiness of the Issuer and has no rights under the Standard Warrants against any other person. Together with the general investment risk an investment in the Standard Warrants is also concerned with the possible default of the Issuer. The Issuer may issue several issues of standard warrants relating to various reference underlying assets which may be specified in the applicable Final Terms. However, no assurance can be given that the Issuer will issue any standard warrants other than the Standard Warrants to which a particular set of Final Terms relates. At any given time, the number of Standard Warrants outstanding may be substantial. Standard warrants provide opportunities for investment and pose risks to investors as a result of fluctuations in the value of the underlying asset. In general, certain risks associated with the Standard Warrants are similar to those generally applicable to other options or standard warrants of private corporate issuers. Issuer Risk In addition to the risk connected with the investment in the Underlying Asset of a Standard Warrant, the investor bears the risk that the financial situation of the Issuer of the Standard Warrant will decline or that insolvency or bankruptcy proceedings will be instituted against the Issuer and that as a result the Issuer will not be able to fulfil its payment obligations under the Standard Warrants. Possible Illiquidity of the Standard Warrants in the Secondary Market It is not possible to predict the price at which Standard Warrants will trade in the secondary market or whether such market will be liquid or illiquid. The Issuer may, but is not obliged to, list Standard Warrants on a stock exchange. The Issuer may, but is not obliged to, at any time purchase Standard Warrants at any price in the open market or by tender or private treaty. Any Standard Warrants so purchased may be held or resold or surrendered for cancellation. The Issuer may, but is not obliged to, be a market maker for an issue of Standard Warrants. Even if the Issuer is a market maker for an issue of Standard Warrants, the secondary market for such Standard Warrants may be limited. To the extent that an issue of Standard Warrants becomes illiquid, an investor may have to exercise such Standard Warrants to realise value. Potential Conflicts of Interest The Issuer and its affiliates may also engage in trading activities (including hedging activities) related to the Underlying Asset of the Standard Warrants and other instruments or derivative products based on or related to the Underlying Asset for their proprietary accounts or for other accounts under their management. The Issuer and its affiliates may also issue other derivative instruments in respect of the Underlying Asset. Such activities could present certain conflicts of interest, could influence the prices of the Underlying Assets or other securities and could adversely affect the value of such Standard Warrants. 5
Risks in connection with Borrowing If the investor obtains a loan to finance its purchase of the Standard Warrants, it will not only bear the risk of sustaining the loss in connection with the Standard Warrants if the price of the Underlying Assets develops unfavourably, but will also have to pay back the loan and pay the interest connected with it. This means a substantial increase in risk. An investor can never rely on being able to pay back the loan and the interest connected with it through gains derived from the purchase of the Standard Warrants. Prospective purchasers of Standard Warrants should therefore carefully consider their particular financial circumstances and whether they will be able to pay back the loan and pay the interest connected with it even if the investor has to sustain losses instead of the expected gains. Risks associated with Currency If the Underlying Asset of the Standard Warrants is denominated in a currency other than that of the Standard Warrant any risk in connection with an investment in the Standard Warrants does not only depend on the development of the price of the Underlying Asset but also on the development of the respective currencies. Unfavourable developments in these markets can increase the related risk and could lead to a reduction in the value of the Standard Warrants or in the Cash Settlement Amount. Transactions excluding or limiting Risk The investor cannot expect that at all times during the lifetime of the Standard Warrants transactions can be concluded which exclude or limit the risks incurred from a purchase of Standard Warrants; this depends on the market conditions and the specific features of such Standard Warrants as specified in the Final Terms of such Standard Warrants. Such transactions can under certain circumstances be concluded only at an unfavourable market price and lead to a corresponding loss. Influence of ancillary Costs on potential Profit Investors should consider that the return on the investment in the Standard Warrants is reduced by the costs incurred in connection with the purchase and sale of the Standard Warrants. Minimum or fixed commissions per transaction (purchase and sale) combined with a low order value (price of the Standard Warrant times quantity) can lead to costs which, in extreme cases, may exceed the value of the Standard Warrants purchased. Additional costs arise generally if the Standard Warrants are exercised. Together with the costs directly linked to the purchase of the Standard Warrants, these additional costs may be considerable compared with the total Cash Settlement Amount received by the Warrantholder exercising his Standard Warrants. The Influence of Hedging Transactions of the Issuer on the Standard Warrants The Issuer and/or its affiliates may in the course of their normal business activities engage in trading in the Underlying Asset. In addition, the Issuer may conclude transactions in order to hedge itself partially or completely against the risks associated with the issue of the Standard Warrants. These activities of the Issuer and/or its affiliates may have an influence on the market price of the Standard Warrants. A possibly negative impact arising from the conclusion or dissolution of these hedging transactions on the value of the Standard Warrants or the size of the Cash Settlement Amount to which the holder of a Warrant is entitled cannot be excluded. In particular, the dissolution of the hedge position and a possible unwinding of the Issuer s and/or its affiliates position in the Underlying Asset during the closing auction on the relevant Valuation Date may influence the price of the Underlying Asset in the closing auction. Consequently, the Cash Settlement Amount payable to the investor calculated on the Reference Price of the Underlying Asset may be reduced merely by the fact that the hedge for the Standard Warrants was dissolved on the Valuation Date in the closing auction. This risk is higher for Underlying Assets with low liquidity levels, especially during the closing auction. Legal Investment Considerations may restrict certain Investments The investment activities of certain investors are subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisors to determine whether and to what extent (1) Standard Warrants are legal investments for it, (2) Standard Warrants can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Standard Warrants. Financial institutions should consult their legal advisors 6
or the appropriate regulators to determine the appropriate treatment of Standard Warrants under any applicable risk-based capital or similar rules. Risk Factors relating to the Underlying Asset(s) The value of the respective Underlying Asset(s) depends on a number of interrelated factors, including economic, financial and political events beyond the Issuer s control. The historical experience of the respective Underlying Asset(s) should not be taken as an indication of future performance of such Underlying Asset(s) during the term of any Standard Warrant. Additionally, there may be regulatory and other ramifications associated with the ownership by certain investors of the Standard Warrants. Special Risks of Standard Warrants relating to Shares Shares are associated with particular risks, such as the risk that the respective company will be rendered insolvent, the risk that the share price will fluctuate or risks relating to dividends, over which the Issuer has no control. The performance of the shares depends to a very significant extent on developments on the capital markets, which in turn depend on the general global economic situation and more specific economic and political conditions. Shares in companies with low to medium market capitalisation may be subject to even higher risks (e.g. relating to their volatility or insolvency) than is the case for shares in larger companies. Moreover, shares in companies with low capitalisation may be extremely illiquid as a result of low trading volumes. Shares of companies with their statutory seat or with significant business operations in countries with limited legal certainty are subject to additional risks such as, for instance, government interventions or nationalisation which may lead to a total or partial loss of the invested capital or of access to the capital invested in such country. The realisation of such risks may also lead to a total or partial loss of the invested capital for holders of Standard Warrants linked to such shares. Holders of Standard Warrants that are linked to share prices do not, contrary to investors which directly invest in the shares, receive dividends or other distributions payable to the holders of the underlying shares. 7
GENERAL INFORMATION This document contains the Final Terms of the Warrants described herein and must be read in conjunction with the Base Prospectus dated 12 January, 2009 (the "Base Prospectus"). Full information on the Issuer and the offer of the Warrants is only available on the basis of a combination of these Final Terms and the Base Prospectus. Prospective purchasers of the Warrants are advised to read the complete Base Prospectus including the chapter on "Risk Factors" and to seek their own advice (including tax consultants and account holding bank) before reaching an investment decision. Prospectus Liability Commerzbank Aktiengesellschaft (the "Issuer", the "Bank" or "Commerzbank", together with its consolidated subsidiaries "Commerzbank Group" or the "Group") with its registered office at Kaiserplatz, 60261 Frankfurt am Main, Federal Republic of Germany, accepts responsibility for the information contained in these Final Terms. The Issuer hereby declares that having taken all reasonable care to ensure that such is the case, the information contained in these Final Terms is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. No person is or has been authorised by the Issuer to give any information or to make any representation not contained in or not consistent with these Final Terms or any other information supplied in connection with these Final Terms or the Warrants and, if given or made, such information or representation must not be relied upon as having been authorised by the Issuer. Any information contained in these Final Terms is as of the date indicated in these Final Terms. The delivery of these Final Terms does not at any time imply that any information contained herein is correct as of any time subsequent to the date indicated in these Final Terms. Subscription and Sale As of 8 July, 2009 Commerzbank will offer Standard Warrants relating to the Shares (the Warrants ) with issue sizes and issue prices per series as determined in the following table. Type Issue Size Underlying Asset / Shares ISIN Strike Price in EUR Expiration Date Ratio Issue Price in EUR Call 15,000,000 DE000CM4BPM4 10.00 16 October, 2009 0.20 0.31 Call 15,000,000 DE000CM4BPN2 12.00 16 October, 2009 0.20 0.13 Put 15,000,000 DE000CM4BPP7 10.50 16 October, 2009 0.20 0.20 Call 15,000,000 DE000CM4BPQ5 11.00 20 November, 2009 0.20 0.24 Put 15,000,000 DE000CM4BPR3 9.50 20 November, 2009 0.20 0.28 Calculation Agent If a calculation agent will be necessary Commerzbank Aktiengesellschaft, Kaiserplatz, 60261 Frankfurt am Main, Germany, will act as calculation agent. 8
Form of the Warrants The Warrants will be issued in dematerialised form and will only be evidenced by book entries in the system of Euroclear Finland ( EFi ) (address: Urho Kekkosenkatu 5 C, 00100, Finland) for registration of securities and settlement of securities transactions (the EFi System ) in accordance with the Finnish Act on Book-Entry System (1991/826). There will be neither global bearer warrants nor definitive warrants. Status The obligations under the Warrants constitute direct, unconditional and unsecured obligations of the Issuer and rank at least pari passu with all other unsecured and unsubordinated obligations of the Issuer (save for such exceptions as may exist from time to time under applicable law). Minimum Trading Unit The Minimum Trading Unit of Warrants relating to each series of Warrants is one (1) Warrant. Listing The admission for listing and trading of the Warrants on the Nasdaq OMX Ltd has been applied. First day of trading is envisaged to take place on 8 July, 2009. Availability of documents These Final Terms and the Base Prospectus dated 12 January, 2009, Supplement A to the Base Prospectus dated 27 April, 2009 and Supplement B to the Base Prospectus dated 12 May, 2009 will be made available to investors on the internet page: www.warrants.commerzbank.com whereas the Articles of Association of Commerzbank Aktiengesellschaft, the annual report of the Commerzbank Group for the financial years 2007 and 2008 are available in their current form on the internet page of Commerzbank: www.commerzbank.de. Payment Date 13 July, 2009 Settlement The Warrants will be cash settled. Settlement will take place not later than on the tenth Payment Business Days following the respective Valuation Date, all as specified in detail in the Terms and Conditions of the Warrants. Security Codes The security codes for each series of Warrants issued under this Base Prospectus will be specified in the applicable Final Terms. Third Party Information When, if required, regarding each relevant issue of the Warrants, information has been sourced from a third party, the Issuer confirms that the information is accurately reproduced and that as far as the Issuer is aware and able to ascertain from information published by that third party, no facts are omitted which would render the reproduced information inaccurate or misleading. The source of the information on the underlying asset will be mentioned in the relevant Final Terms. Taxation Withholding tax at source: All amounts payable under the Warrants will be paid without deduction or withholding for or on account of any present or future taxes, duties or governmental charges whatsoever imposed or levied by or on 9
behalf of the Federal Republic of Germany or any taxing authority therein. In the case that the Issuer will be compelled by law or other regulation to deduct or withhold such taxes, duties or governmental charges the Issuer will not pay any additional amounts to compensate the Warrantholder for such deduction or withholding. Taxation in Finland Currently, there is no legal obligation for the Issuer as a non-finnish entity or a Finnish branch to deduct or withhold any Finnish withholding tax (lähdevero) or advance tax prepayments from payments of interest, principal and gains from the disposition, redemption or settlement of the Warrants or on any ongoing payments to the holder of any Warrants. Further, income and capital gains derived from particular issues of Warrants can be subject to Finnish income tax (tulovero). However, according to the Finnish tax legislation, persons with limited tax liability are generally not subject to pay tax on capital gains incurring from the sale of warrants.all tax implications can be subject to alteration due to future law changes. It is not altogether clear under the Finnish statutory and case law relating to transfer tax whether Warrants that relate to shares or similar instruments issued by Finnish entities will be considered as securities for the purposes of transfer tax. The Issuer believes, however, that such Warrants should not be considered as securities for Finnish transfer tax purposes and that therefore no Finnish transfer tax is payable on the transfers of Warrants. Prospective investors are recommended to consult their own advisors as to the tax consequences of an investment in the Warrants, also taking into account the taxation in the Warrantholder's country of residence or deemed residence. Information on the Underlying Asset The Warrants issued relate to the Underlying Asset. Information on the Underlying Asset and its volatility is available on the webpages www.commerzbank.de oder www.comdirect.de. 10
TERMS AND CONDITIONS OF THE STANDARD WARRANTS STANDARD WARRANTS RELATING TO SHARES 1 General and Definitions ((1) Each series of standard warrants (the "Warrants") issued by Commerzbank Aktiengesellschaft, Frankfurt am Main (the "Issuer") grants to the Warrantholder the right to receive upon exercise from the Issuer the payment of a Cash Settlement Amount (rounded, if necessary, to two decimal places (with 0.005 being rounded upwards)) in accordance with these Terms and Conditions of the Warrants. The Warrants are European style (only exercisable on the Expiration Date) with automatic exercise and final settlement in cash. (2) For the purposes of these Terms and Conditions of the Warrants the following definitions shall apply: "Cash Settlement Amount" The Cash Settlement Amount is the amount expressed in Euro ("EUR") multiplied by the Ratio, by which the Reference Price exceeds the Strike Price (in the case of CALL Warrants) or is exceeded by the Strike Price (in the case of PUT Warrants). "" The relating to a series of Warrants is the stock exchange determined in the table below, subject to an adjustment pursuant to 5. " Business Day" An Business Day means a day on which the and the Related are open for trading during their respective regular trading sessions, notwithstanding the or Related closing prior to its scheduled weekday closing time. Any trading or trading activities after or before the regular trading sessions on the or the Related will not be taken into account. "Expiration Date" Subject to an early termination pursuant to 5, the Expiration Date for Warrants of each respective series shall be as set forth in the table below. "Payment Business Day" A Payment Business Day is a day (other than a Saturday or a Sunday) on which commercial banks in Frankfurt am Main and,, EFi ( 2 paragraph (1)) as well as the Trans-European Automated Gross Settlement Express Transfer System (TARGET2) are simultaneously open for business. "Ratio" Subject to an adjustment pursuant to 5, the Ratio relating to a series of Warrants is a decimal figure equal to the ratio determined in the table below. "Reference Price" The Reference Price relating to a series of Warrants is the closing price of the Share as determined and published by the. "Share" Subject to an adjustment pursuant to 5 the Share to which a series of Warrants relates is the share determined in the table below. "Strike Price" Subject to an adjustment pursuant to 5, the Strike Price relating to a series of Warrants is the price determined in the table below. "Valuation Date" Subject to 4 the Valuation Date shall be the Expiration Date. "Warrantholder" A Warrantholder shall be any person that is registered in a book-entry account managed by the 11
account operator as holder of a Warrant ( 2 paragraph (3)). For nominee registered Warrants the authorised custodial nominee account holder shall be considered to be the Warrantholder. For each series of Warrants the terms "Share", "Strike Price"," and "Expiration Date", "", and "Ratio" shall" sall have the following meaning: Type Issue Size Underlying Asset / Shares ISIN Strike Price in EUR Expiration Date Ratio Call 15,000,000 DE000CM4BPM4 10.00 16 October, 2009 0.20 Call 15,000,000 DE000CM4BPN2 12.00 16 October, 2009 0.20 Put 15,000,000 DE000CM4BPP7 10.50 16 October, 2009 0.20 Call 15,000,000 DE000CM4BPQ5 11.00 20 November, 2009 0.20 Put 15,000,000 DE000CM4BPR3 9.50 20 November, 2009 0.20 2 Form (1) The Warrants will be issued in dematerialised form and will only be evidenced by book entries in the system of Euroclear Finland ( EFi or CSD ) for registration of securities and settlement of securities transactions (the EFi System ) in accordance with the Finnish Act on Book-Entry System (1991/826) to the effect that there will be no certificated securities. (2) Registration requests relating to the Warrants shall be directed to an account operating institute. (3) Transfers of Warrants and other registration measures shall be made in accordance with the Finnish Act on Book-Entry Accounts (1991/827) as well as the regulations, rules and operating procedures applicable to and/or issued by EFi (the CSD Rules ). (4) The Issuer is entitled to receive from the EFi, at its request, a transcript of the register for the Warrants. (5) The Issuer reserves the right to issue from time to time without the consent of the Warrantholders another tranche of Warrants with substantially identical terms, so that the same shall be consolidated to form a single series and increase the amount of the Warrants. The term "Warrants" shall, in the event of such consolidation, also comprise such additionally issued Warrants. (6) The obligations under the Warrants constitute direct, unconditional and unsecured obligations of the Issuer and rank at least pari passu with all other unsecured and unsubordinated obligations of the Issuer (save for such exceptions as may exist from time to time under applicable law). 3 Entitlement (1) The Warrants shall be deemed to be automatically exercised on the Expiration Date without the need of any action by or on behalf of the Warrantholder if the Cash Settlement Amount is a positive amount at that time (the "Automatic Exercise"). 12
(2) The Issuer shall pay the Cash Settlement Amount not later than on the tenth Payment Business Day following the Valuation Date. Payments will be transmitted by the relevant account operators to the Warrantholders in accordance with the CSD Rules. (3) All taxes, duties or other fees and charges in connection with the ownership, transfer, payment of an Early Termination Amount and Automatic Exercise of the Warrants are to be borne and paid by the Warrantholders. (4) Any determination, calculation or other decision of the Issuer shall, in the absence of manifest error, be binding for all parties involved. (5) The Share is not subject to delivery. 4 Postponement of Valuation Date; Market Disruption Event (1) If on the Valuation Date the Reference Price of the Share is not determined and published by the, or if on the Valuation Date, in the opinion of the Issuer, a Market Disruption Event with respect to the Share occurs, the Valuation Date shall be postponed to the next following Business Day on which the Reference Price of the Share is again determined and published by the and on which there is no Market Disruption Event with respect to the Share. If, according to the before-mentioned provisions, the Valuation Date is postponed for five consecutive Business Days and if on such day the Reference Price of the Share is still not determined and published by the or if a Market Disruption Event occurs or is continuing on such date, such date shall be deemed to be the relevant Valuation Date and the Issuer will, in its reasonable discretion ( 315 German Civil Code (BGB)) and in consideration of the prevailing market conditions, estimate the Reference Price of the Share on such date and make a notification thereof in accordance with 9. (2) "Market Disruption Event" means the occurrence or existence of any suspension of, or limitation imposed on, trading (by reason of movements in price exceeding the limits permitted by the or otherwise) in (a) the Share on the, or (b) any option or futures contracts relating to the Share on the Related, provided that any such suspension or limitation is material in the reasonable discretion of the Issuer ( 315 of the German Civil Code) for the evaluation of the Warrants and the fulfilment of its obligations under the Warrants. The occurrence of a Market Disruption Event shall be published in accordance with 9. A limitation regarding the office hours or the number of days of trading will not constitute a Market Disruption Event if it results from an announced change in the regular business hours of the respective exchange. A limitation on trading imposed during the course of a day by reason of movements in price exceeding limits permitted shall only deemed to be a Market Disruption Event in the case that such limitation is still prevailing at the time of termination of the trading hours on such date. 5 Adjustments/Early Termination by the Issuer (1) If an Adjustment Event or an Extraordinary Event (both as defined below) has occurred, the Issuer is entitled to make adjustments to the Terms and Conditions of the Warrants taking into consideration the provisions set forth hereinafter. If an Extraordinary Event has occurred, the Issuer is entitled, but not obligated, to (instead of an adjustment) early terminate and redeem all, but not less than all, Warrants on the early termination date (the "Early Termination Date") with a prior notice of seven Payment Business Days in accordance with 9 (the "Termination Notice") (the "Early Termination by the Issuer") where an adjustment is not possible or would be unreasonable. A partial termination is not possible. In any case, the Issuer is neither obliged to make adjustments to the Terms and Conditions of the Warrants nor to terminate the Warrants prematurely. (a) In making adjustments to the Terms and Conditions, the Issuer shall act in its reasonable discretion ( 315 German Civil Code (BGB)) and is entitled, but not obligated, to take into consideration the adjustments to option or futures contracts relating to the Share made by the 13
Related or that would have been made by the Related if such option or futures contracts were traded on the Related. Any of the before-mentioned adjustments may, among others, relate to the Strike Price and Ratio and may result in the Share being replaced by other securities, a basket of securities and/or cash, and another stock exchange being determined as the. However, the Issuer is also entitled to make other adjustments taking into consideration the before-mentioned principles. Adjustments take effect as from the date determined by the Issuer in its reasonable discretion ( 315 German Civil Code (BGB)), provided that (in the case that the Issuer takes into consideration the manner in which adjustments are or would be made by the Related ) the Issuer shall take into consideration the date at which such adjustments take effect or would take effect at the Related if such option or futures contracts were traded on the Related. Adjustments as well as the effective date shall be notified by the Issuer in accordance with 9. (b) In the case of an Early Termination by the Issuer due to the occurrence of an Extraordinary Event, the Warrants shall be redeemed on the Early Termination Date at the early termination amount (the "Early Termination Amount") which shall be calculated by the Issuer as the fair value in its reasonable discretion ( 315 of the German Civil Code (BGB)). The Early Termination Amount shall be notified in accordance with 9. The rights arising from the Warrants will terminate upon the payment of the Early Termination Amount. (2) "Adjustment Event" means any of the following events: (a) any of the following actions taken by the issuer of the Share (the Company ): capital increases through issuance of new shares against capital contribution and issuance of subscription rights to the shareholders, capital increases out of the Company s reserves, issuance of securities with option or conversion rights related to the Share, distributions of extraordinary dividends, stock splits or any other split, consolidation or alteration of category (as long as this does not constitute a merger); (b) a spin-off of a part of the Company in such a way that a new independent entity is formed, or that the spun-off part of the Company is absorbed by another entity; (c) the adjustment of option or futures contracts relating to the Share on the Related or the announcement of such adjustment; or (d) any other adjustment event being economically comparable to the before-mentioned events with regard to their effects. (3) "Extraordinary Event" means any of the following events: (a) a takeover-bid, i.e. an offer to take over or to swap or any other offer or any other act of an individual person or a legal entity that results in the individual person or legal entity buying, otherwise acquiring or obtaining a right to buy more than 10% and less than 100% of the outstanding shares of the Company as a consequence of a conversion or otherwise, as determined by the Issuer based on notifications to the competent authorities or on other information determined as relevant by the Issuer; (b) the termination of trading in or early settlement of, option or futures contracts relating to the Share on the Related or the announcement of such termination or early settlement; (c) the becoming known of the intention of the Company or of the to terminate the listing of the Share on the due to a merger by absorption or by creation, a change of legal form into a company without shares or any other reason; (d) the termination of the listing of the Share on the or the announcement of the that the listing of the Share on the will terminate immediately or at a later date and that the Share will not be admitted, traded or listed at any other comparable exchange, trading system or quotation system immediately following the termination of the listing; (e) the Issuer and/or its affiliates ( 15 of the German Corporation Act) are, even following economically reasonable efforts, not in the position (i) to enter, re-enter, replace, maintain, liquidate, acquire or dispose of any transactions or investments that the Issuer considers necessary to hedge its risks resulting from the assumption and performance of its obligations 14
under the Warrants or (ii) to realize, regain or transfer the proceeds resulting from such transactions or investments; (f) a procedure is introduced or ongoing pursuant to which all shares or the substantial assets of the Company are or are liable to be nationalized or expropriated or otherwise transferred to public agencies, authorities or organizations; (g) the application for insolvency proceedings or for comparable proceedings with regard to the assets of the Company according to the applicable law of the Company; or (h) any other event being economically comparable to the before-mentioned events with regard to their effects. (4) Adjustments made pursuant to the preceding paragraphs as well as their respective effective dates will be published by the Issuer in accordance with 9. (5) Adjustments made pursuant to the preceding paragraphs will be made by the Issuer and are, in the absence of manifest error, binding for all parties involved. (6) "Related " shall be the options and futures exchange with the highest trading volume of option or futures contracts relating to the Share. If option or futures contracts on the Share are not traded on any exchange, the Related shall be the options and futures exchange with the highest amount of option or futures contracts relating to shares of companies having their residence in the country in which the Company has its residence. If there is no option and futures exchange in the country in which the Company has its residence on which option or futures contracts on shares are traded, the Issuer will determine the Related in its own reasonable discretion ( 315 German Civil Code (BGB)) and will make notification thereof in accordance with 9. 6 Taxes All present and future taxes, fees or other duties in connection with the Warrants shall be borne and paid by the Warrantholders. The Issuer is entitled to withhold from payments to be made under the Warrants any taxes, fees and/or duties payable by the Warrantholder in accordance with the previous sentence. 7 Warrant Agent (1) Nordea Bank Finland Plc, a credit institution and account operator, incorporated under the laws of Finland, whose corporate seat and registered office is at Aleksis Kiven katu 3-5,, FI-00020 NORDEA, Finland, shall be the issuer agent as defined in the regulation of Euroclear Finland and warrant agent (the "Warrant Agent"). (2) The Issuer shall procure that there always will be a Warrant Agent. The Issuer is entitled to appoint other banks of international standing as Warrant Agent or additional warrant agent. Furthermore, the Issuer is entitled to terminate the appointment of the Warrant Agent as well as of individual warrant agents. In the event of such termination or such bank being unable or unwilling to continue to act as Warrant Agent or additional warrant agent, the Issuer shall appoint another bank of international standing as Warrant Agent or additional warrant agent. Such appointment or termination shall be published in accordance with 9. 8 Substitution of the Issuer (1) Any other company may at any time during the lifetime of the Warrants, subject to paragraph (2), assume upon notice by the Issuer to be given in accordance with 9, all obligations of the Issuer under these Terms and Conditions of the Warrants. Upon any such substitution, such substitute company (hereinafter called "New Issuer") shall succeed to, and be substituted for, and may exercise every right and power, of the Issuer under these Terms and Conditions of the Warrants with the same effect as if the New Issuer had been named as the Issuer herein, and the Issuer and, in the 15
case of a repeated application of this 8, each previous New Issuer shall be released from its obligations hereunder and from its liability as obligor under the Warrants. In the event of such substitution, any reference in these Terms and Conditions of the Warrants (except for this 8) to the Issuer shall from then on be deemed to refer to the New Issuer. (2) Such assumption shall be permitted only if (a) the New Issuer has agreed to indemnify and hold harmless each Warrantholder against any tax, duty, assessment or governmental charge imposed on the Warrantholder in respect of such substitution; (b) the Issuer (in this capacity hereinafter referred to as the "Guarantor") has unconditionally and irrevocably guaranteed fulfilment by the New Issuer of all payment obligations assumed by it for the benefit of the Warrantholders and the terms of the Guarantee has been published in accordance with 9; (c) the New Issuer has obtained all governmental authorisations, approvals, consents and permissions necessary in the jurisdictions where the New Issuer is domiciled or the country under the laws of which it is organised; and (d) the CSD has given its consent to the substitution (which consent shall not be unreasonably withheld or delayed). (3) Following any substitution of the Issuer for a New Issuer, this 8 shall continue to apply and may be used again. 9 Notices All notices to the Warrantholders will be deemed to have been duly given if (i) published as a release or (ii) sent by mail to each Warrantholder to the address registered for such Warrantholder in the Finnish book-entry system. Any such notice shall be deemed to have been given, if published as a release, on the date of such publication (if published more than once or on different dates, on the date of the first publication) or, if sent by mail to the Warrantholders, on the seventh day following the day the notice was sent by mail. Publications based on Section 7 of Chapter 2 of the Finnish Securities Market Act that are likely to have a material influence on the value of the Warrants will be published as stock exchange releases in the Finnish language. 10 Limitation of Liability The Issuer and the Warrant Agent shall be held responsible for acting or failing to act in connection with the Warrants only if, and insofar as, it either (i) breaches material obligations under or in connection with the Terms and Conditions of the Warrants negligently or wilfully or (ii) breaches other obligations with gross negligence or wilfully. 11 Governing Law and Jurisdiction (1) The Warrants and the rights and duties of the Warrantholders, the Issuer, the Warrant Agent and, as the case may be, a possible Guarantor pursuant to 8, shall in all respects be governed by the laws of the Federal Republic of Germany except for 2 paragraph (1) to (6) of the Terms and Conditions which shall be governed by the laws of Finland. (2) Should any provision of these Terms and Conditions of the Warrants be or become void in whole or in part, the other provisions shall remain in force. Void provisions shall be replaced in accordance with the meaning and purpose of these Terms and Conditions of the Warrants. (3) Place of performance is Frankfurt am Main. 16