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COMMERZBANK AKTIENGESELLSCHAFT

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Summary of the Programme Terms and Conditions of the Notes<br />

Form of Notes: The Notes shall be issued in bearer form. Series of Notes with respect to which the C-<br />

Rules (as further described under the heading "Selling Restrictions – United States of<br />

America") apply will be represented by a Permanent Global Note.<br />

Series of Notes with respect to which the D-Rules (as further described under the<br />

heading "Selling Restrictions – United States of America") apply will initially be<br />

represented by a Temporary Global Note. The Temporary Global Note will be<br />

exchanged for a Permanent Global Note not earlier than 40 days after the relevant<br />

issue date upon certification of non-US beneficial ownership.<br />

Credit-Linkage: The Notes to be issued are linked to one or more Reference Entities and therefore are<br />

subject to the occurrence of one or more Credit Events and may also be subject to<br />

Trigger Events related to those Reference Entities. Therefore, the payment of interest<br />

under the Notes (in the case of Principal Protected Notes) and the repayment of<br />

principal depend on whether one or more Credit Linkage Events in relation to one or<br />

more Reference Entities occur.<br />

Reference Entities: The applicable Final Terms will specify one or more Reference Entities, which will be<br />

private sector entities or public sector entities (e.g. sovereign states) and will contain<br />

information on the relevant Reference Entities. The Reference Entity or the relevant<br />

portfolio of Reference Entities may be subject to adjustment upon the occurrence of<br />

Succession Events. Upon the occurrence of a Succession Event with respect to any<br />

Reference Entity, such Reference Entity will be replaced by (a) Successor(s). The<br />

applicable Final Terms will contain provisions regarding the selection of the<br />

Successor(s).<br />

Credit Events: The Final Terms may provide for one or more of the following Credit Events: Failure to<br />

Pay, Obligation Acceleration, Restructuring, Bankruptcy, Repudiation/Moratorium, as<br />

specified in the applicable Final Terms.<br />

Trigger Events: A Trigger Event occurs if during the relevant Observation Period (i) the offer price of the<br />

Credit Default Swap Spread linked to the Reference Entity or one of the Reference<br />

Entities is greater than a certain level, (ii) the weighted average of the Credit Default<br />

Swap Spreads linked to each of the Reference Entities is equal to or greater than a<br />

certain level, or (iii) the market price of the Notes falls below a certain level, each such<br />

level being specified in the Final Terms. The offer price for a Credit Default Swap<br />

Spread is the market offer price payable for a Hypothetical Credit Default Swap with a<br />

certain maturity and nominal amount (as specified in the Final Terms) providing for the<br />

respective credit protection.<br />

Credit-Linkage of<br />

Interest Payments:<br />

The Final Terms may provide that in case of interest-bearing Notes, the Credit Linkage<br />

applies to the interest payments to be made under the Notes. In such case the Notes (i)<br />

will cease to bear interest, or (ii) interest will be adjusted in accordance with a formula<br />

reflecting the occurrence of the Credit Linkage Event. In the case of more than one<br />

Reference Entity, the Final Terms may provide that each Credit Linkage Event will<br />

affect the interest payments to be made or that a particular Credit Linkage Event out of<br />

several such events will have such effect. In each of the above cases, the Final Terms<br />

will provide for the interest adjustment formula and explain the mathematical effect of<br />

the occurrence of a Credit Linkage Event.<br />

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