COMMERZBANK AKTIENGESELLSCHAFT

Selling Restrictions
1 United States of America
1.1 The Notes and the securities, if any, to be delivered upon any redemption of the Notes have
not been and will not be registered under the Securities and trading in the Notes has not been
approved by the U.S. Commodity Futures Trading Commission under the U.S. Commodity
Exchange Act. The Notes may not be offered or sold within the United States or to, or for the
account or benefit of, U.S. persons except in accordance with Regulation S under the
Securities Act ("Regulation S") or pursuant to an exemption from the registration requirements
of the Securities Act. Each dealer has represented and agreed that it has offered and sold the
Notes of any Series, and agrees that it will offer and sell the Notes of any Series (i) as part of
their distribution at any time or (ii) otherwise until 40 days after the later of the commencement
of the offering and the Issue Date, only in accordance with Rule 903 of Regulation S.
Accordingly, each dealer has represented and agreed that neither it, its affiliates nor any
persons acting on its or their behalf have engaged or will engage in any directed selling efforts
with respect to the Notes, and it and they have complied and will comply with the offering
restrictions requirement of Regulation S. Each dealer has agreed to notify Commerzbank
Aktiengesellschaft or, in the case of a Syndicated Issue, the Lead Manager when it has
completed the distribution of its portion of the Notes of any Series of Notes so that
Commerzbank Aktiengesellschaft or, in the case of a Syndicated Issue, the Lead Manager
may determine the completion of the distribution of all Notes of that Series of Notes and notify
the other relevant dealers of the end of the distribution compliance period. Each dealer has
agreed that, at or prior to confirmation of sale of Notes, it will have sent to each distributor,
dealer or person receiving a selling concession, fee or other remuneration that purchases
Notes from it during the distribution compliance period a confirmation or notice to substantially
the following effect:
"The securities covered hereby have not been registered under the U.S. Securities Act
of 1933, as amended (the "Securities Act") and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons (i) as part of their
distribution at any time or (ii) otherwise until 40 days after the later of the
commencement of the offering and the Issue Date, except in either case in accordance
with Regulation S under the Securities Act. Terms used above have the meanings
given to them by Regulation S."
Each dealer has represented that it has not entered into and will not enter into any contractual
arrangement with any distributor (as that term is defined in Regulation S) with respect to the
distribution of Notes, except with its affiliates or with the prior written consent of the Issuer.
Terms used in this paragraph have the meanings given to them by Regulation S.
1.2 For Notes which are subject to TEFRA D, the following shall apply:
1.2.1 Except to the extent permitted under U.S.Treas.Reg. § 1.163-5(c)(2)(i)(D) (the "D
Rules"):
(i) each dealer has represented that it has not offered or sold, and has agreed that
during a 40-day restricted period it will not offer or sell, Notes in bearer form to
a person who is within the United States or its possessions or to a United
States person; and
(ii) has represented that it has not delivered and has agreed that it will not deliver
within the United States or its possessions definitive Notes in bearer form that
are sold during the restricted period;
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