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COMMERZBANK AKTIENGESELLSCHAFT

COMMERZBANK AKTIENGESELLSCHAFT

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Important Notice about this Prospectus<br />

The Prospectus should be read and construed with any amendment or supplement to the Prospectus<br />

and with any other documents incorporated by reference and, in relation to any series of Notes (each<br />

a "Series" or "Series of Notes") should be read and construed together with the relevant Final Terms<br />

(as defined under "Description of the Notes – Introduction" below).<br />

No person is or has been authorised by the Issuer to give any information or to make any<br />

representation not contained in or not consistent with this Prospectus or any other information supplied<br />

in connection with the Programme or the Notes and, if given or made, such information or<br />

representation must not be relied upon as having been authorised by the Issuer.<br />

Neither this Prospectus nor any other information supplied in connection with the Programme or the<br />

Notes is intended to provide the basis of any credit or other evaluation and should not be considered<br />

as a recommendation by the Issuer that any recipient of this Prospectus or any other information<br />

supplied in connection with the Programme or the Notes should purchase any of the Notes. Each<br />

investor contemplating purchasing Notes should make its own independent investigation of the<br />

financial conditions and affairs, and its own appraisal of the creditworthiness of the Issuer. None of this<br />

Prospectus, any other information supplied in connection with the Programme or the Notes constitutes<br />

an offer or invitation by or on behalf of the Issuer to any person to subscribe for or to purchase any of<br />

the Notes.<br />

The delivery of this Prospectus does not at any time imply that the information contained herein<br />

concerning the Issuer is correct at any time subsequent to the date hereof or that any other<br />

information supplied in connection with the Programme or the Notes is correct as of any time<br />

subsequent to the date indicated in the document containing the same.<br />

The distribution of this Prospectus and the offer or sale of the Notes may be restricted by law in certain<br />

jurisdictions. Persons into whose possession this Prospectus or any Notes come must inform<br />

themselves about, and observe, any such restrictions. In particular, there are restrictions on the<br />

distribution of this Prospectus and the offer or sale of the Notes in the United States, the United<br />

Kingdom, the European Economic Area and Switzerland (see "Selling Restrictions" on page 222).<br />

The Notes or securities, if any, to be delivered upon any redemption of the Notes have not been and<br />

will not be registered under the U.S. Securities Act of 1933 (the "Securities Act") or with any<br />

securities regulatory authority of any state or other jurisdiction of the United States and trading in the<br />

Notes has not been approved by the U.S. Commodity Futures Trading Commission under the U.S.<br />

Commodity Exchange Act. The Notes may be subject to U.S. tax law requirements. Subject to certain<br />

exceptions, the Notes may not be offered, sold or delivered within the United States or to, or for the<br />

account or benefit of, U.S. Persons (as defined in the U.S. Internal Revenue Code of 1986, as<br />

amended, and regulations thereunder and Regulation S of the Securities Act).<br />

The Issuer does not represent that this document may be lawfully distributed, or that the Notes may be<br />

lawfully offered, in compliance with any applicable registration or other requirements in any jurisdiction,<br />

or pursuant to an exemption available thereunder, or assume any responsibility for facilitating such<br />

distribution or offering. In particular, no action has been taken by the Issuer which would permit a<br />

public offering of the Notes or distribution of this document in any jurisdiction where action for that<br />

purpose is required, other than in the jurisdictions, to which notification has been made pursuant to<br />

Article 17 Directive 2003/71/EC, § 17 (1) German Securities Prospectus Act<br />

(Wertpapierprospektgesetz) and the rules of the competent authority. Accordingly, the Notes may not<br />

be offered or sold, directly or indirectly, and neither this Prospectus nor any advertisement or other<br />

offering material may be distributed or published in any jurisdiction, except under circumstances which<br />

are in compliance with any applicable laws and regulations.<br />

This Prospectus may only be used for the purpose for which it has been published.<br />

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