Commerzbank Aktiengesellschaft Final Terms: Dated 4 July 2016 Relating To
Commerzbank Aktiengesellschaft Final Terms: Dated 4 July 2016 Relating To
Commerzbank Aktiengesellschaft Final Terms: Dated 4 July 2016 Relating To
Frankfurt am Main
Final Terms
dated 4 July 2016
relating to
Base Prospectus
dated 25 April 2016
relating to
INTRODUCTION
These Final Terms have been prepared for the purpose of Article 5 (4) of Directive 2003/71/EC
(the "Prospectus Directive") as amended (which includes the amendments made by Directive
2010/73/EU (the "2010 PD Amending Directive") to the extent that such amendments have been
implemented in a relevant Member State of the European Economic Area), as implemented by
the relevant provisions of the EU member states, in connection with Regulation 809/2004 of the
European Commission and must be read in conjunction with the base prospectus relating to
TURBO Warrants and Unlimited TURBO Warrants dated 25 April 2016 (the "Base Prospectus")
and any supplements thereto.
The Base Prospectus and any supplements thereto are published in accordance with Article 14
of Directive 2003/71/EC in electronic form on the website of COMMERZBANK
Aktiengesellschaft at www.warrants.commerzbank.com. Hardcopies of these documents may
be requested free of charge from the Issuer's head office (Kaiserstraße 16 (Kaiserplatz), 60311
Frankfurt am Main, Federal Republic of Germany).
In order to obtain all information necessary to the assessment of the Securities both the Base
Prospectus and these Final Terms must be read in conjunction.
The options marked in the following sections of the Base Prospectus shall apply:
Applicable In particular the following risk factors ("2. Special Risks") which are
Special Risks: mentioned in the Base Prospectus are applicable:
Applicable The following parts of the Functionality of the Securities which are
Functionality: mentioned in the Base Prospectus are applicable:
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Introduction
The summary applicable for this issue of Securities is annexed to these Final Terms.
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§1
FORM
3. Transfers of Securities and other registration measures shall be made in accordance with the
Swedish Financial Instruments Accounts Act (1998:1479), the regulations, rules and operating
procedures applicable to and/or issued by Euroclear Sweden. The Issuer is entitled to receive
from Euroclear Sweden, at its request, a transcript of the register for the Securities.
4. "Securityholder" means any person that is registered in a book-entry account managed by the
account operator as holder of a Security. For nominee registered Securities the authorised
custodial nominee account holder shall be considered to be the Securityholder.
§2
DEFINITIONS
For the purposes of these terms and conditions (the "Terms and Conditions"), the following
definitions shall apply subject to an adjustment in accordance with these Terms and Conditions:
The "Adjustment Amount" shall change monthly on each Adjustment Day and shall then be
applicable for the duration of the Adjustment Period beginning on such Adjustment Day. It shall
be equal to the Strike on the Adjustment Day occurring within the relevant Adjustment Period,
multiplied by the Adjustment Percentage valid during such Adjustment Period. With regard to
the first Adjustment Period, the Strike on the Launch Date shall be used.
The "Adjustment Day" means the first calendar day in each month.
The "Adjustment Percentage" applicable during an Adjustment Period shall be the Risk Premium
applicable during the relevant Adjustment Period divided by 365. "Risk Premium" means a
percentage determined on an Adjustment Day for the Adjustment Period beginning on such
Adjustment Day, which indicate the price of the risks taken over by the Issuer. The
determination will be made by the Issuer in its reasonable discretion (billiges Ermessen) (§ 315
BGB). The Risk Premium (p.a.) for the first Adjustment Period shall be the percentage as set
out in the Table of Product Details.
The respective Risk Premium for subsequent Adjustment Periods shall be published on the
Issuer's website at www.warrants.commerzbank.com.
The "Adjustment Period" means the period of time commencing on the Launch Date until the first
Adjustment Day (exclusive) and each subsequent period of time commencing on an Adjustment
Day (inclusive) until the next following Adjustment Day (exclusive).
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"Conversion Rate" means the price of USD 1.00 in SEK, as actually traded on the international
interbank spot market on the Valuation Date at such point in time at which the Reference Price
of the Underlying is determined and published.
"Disappearance of Reference Price" means (a) the permanent discontinuation of trading in the
Futures Contract on the Exchange, (b) the disappearance of, or of trading in, the Commodity or
(c) the disappearance or permanent discontinuance or unavailability of the Reference Price,
notwithstanding the availability of the Price Source or the status of trading in the Futures
Contract or the Commodity.
"Exchange" means the Intercontinental Exchange, London or any successor to the Intercontinental
Exchange, London.
In case that the Futures Contract is not longer traded on the Intercontinental Exchange the
Exchange shall be such other futures exchange as determined by the Issuer in its reasonable
discretion (billiges Ermessen) (§ 315 BGB). The determination of another Exchange shall be
published according to § 13.
"Exchange Business Day" means a day on which the Exchange is open for trading during its
respective regular trading sessions, notwithstanding the Exchange closing prior to its scheduled
weekday closing time. Any trading or trading activities after or before the regular trading
sessions on the Exchange will not be taken into account.
"Exercise Date" means any last Payment Business Day in the months of December of each year
commencing as of the month of 5 December 2016.
(g) any other event that is economically equivalent to the before-mentioned events with
regard to their effects.
"Material Change in Content" means the occurrence since the Launch Date of a material change in
the content, composition or constitution of the Futures Contract or the Commodity.
"Material Change in Formula" means the occurrence since the Launch Date of a material change in
the formula for, or the method of, calculating the Reference Price.
"Monitoring Period" means the period from the Launch Date to the Valuation Date (both dates
including) at such point in time at which the Reference Price of the Underlying is determined
and published.
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"Payment Business Day" means a day on which commercial banks are open for business (including
dealings in foreign exchange and foreign currency deposits) in Stockholm and Frankfurt am
Main and on which the Clearing System settles payments in the Issue Currency.
"Price Source Disruption" means (a) the failure of the Price Source to announce or publish the
Reference Price (or the information necessary for determining the Reference Price); or (b) the
temporary or permanent discontinuance or unavailability of the Price Source.
"Reference Price" means the ICE Brent Crude Futures Afternoon Marker (which is a tradable Minute
Marker) of the Relevant Futures Contract as determined and published by the Futures
Exchange on any day on which the Futures Exchange is usually open for trading.
The "Strike" shall change on each calendar day between the Launch Date and the relevant Valuation
Date. The Strike on a calendar day ("T") shall correspond to the Strike on the preceding
calendar day ("T-1"), plus the Adjustment Amount applicable on T-1. On each Adjustment Date
the Strike will be equal to the Strike of the previous calendar day plus the Adjustment Amount
being recalculated on such Adjustment Date.
The Strike on the Launch Date shall correspond to the strike as set out in the Table of Product
Details.
The respective Strike shall in each case be published on the Issuer's website at
www.warrants.commerzbank.com.
"Table of Product Details" means the table attached to these Terms and Conditions which contains
the definitions in relation to each series of Securities.
"Tax Disruption" means the imposition of, change in or removal of an excise, severance, sales, use,
value-added, transfer, stamp, documentary, recording or similar tax on, or measured by
reference to, the Commodity (other than a tax on, or measured by reference to overall gross or
net income) by any government or taxation authority after the Launch Date, if the direct effect of
such imposition, change or removal is to raise or lower the Reference Price.
"Trading Disruption" means the material suspension of, or the material limitation imposed on, trading
in the Futures Contract or the Commodity, as the case may be, on the Exchange. For these
purposes:
(A) a suspension of the trading in the Futures Contract or the Commodity, as the case may
be, on any Exchange Business Day shall be deemed to be material only if:
(1) all trading in the Futures Contract or the Commodity, as the case may be, is
suspended for the entire Exchange Business Day; or
(2) all trading in the Futures Contract or the Commodity, as the case may be, is
suspended subsequent to the opening of trading on the Exchange Business Day,
trading does not recommence prior to the regularly scheduled close of trading in
such Futures Contract or such Commodity, as the case may be, on such Exchange
Business Day and such suspension is announced less than one hour preceding its
commencement; and
(B) a limitation of trading in the Futures Contract or the Commodity, as the case may be, on
any Exchange Business Day shall be deemed to be material only if the Exchange
establishes limits on the range within which the price of the Futures Contract or the
Commodity, as the case may be, may fluctuate and the closing or settlement price of the
Futures Contract or the Commodity, as the case may be, on such day is at the upper or
lower limit of that range.
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"Underlying" or "Futures Contract" means the ICE Brent Crude Oil Futures Contract (Reuters page
LCOU6) on the Futures Exchange with delivery month of September 2016 (Expiry Date: 14
August 2015).
In the case of a Futures Roll-over Event the Strike shall be adjusted with effect as of the Futures
Roll-over Date based on the following formula (the "Futures Roll-over Adjustment"):
or
where
B= the Strike or the Knock-out Barrier, respectively applicable on the day preceding the
Futures Roll-over Date
C= the Roll-over Reference Price of the previous Futures Contract on the Futures Roll-over
Date
D= the Roll-over Reference Price of the new Futures Contract on the Futures Roll-over Date
Roll-Over Costs = the negative difference between the purchase price of the expiring Futures
Contract and the sales price of the next expiring Futures Contract.
Roll-Over Proceeds = the positive difference between the purchase price of the expiring Futures
Contract and the sales price of the next expiring Futures Contract.
"Roll-over Reference Price" is the price of the current Futures Contract on the relevant Roll-
over Date that is determined based on the prices traded and published on the Exchange
on the relevant Roll-over Date. The Issuer shall determine the Roll-over Reference Price
in its reasonable descretion (billiges Ermessen) (§ 315 BGB).
If on the Valuation Date a Price Source Disruption or a Trading Disruption with respect to the
Futures Contract or the Commodity occurs, the Valuation Date shall be postponed to the next
following Exchange Business Day on which there is no Price Source Disruption and no Trading
Disruption with respect to the Futures Contract or the Commodity.
If, according to the before-mentioned, the Valuation Date is postponed for ten consecutive
Exchange Business Days, and if also on such day a Price Source Disruption or a Trading
Disruption with respect to the Futures Contract or the Commodity occurs on such day, then this
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day shall be deemed to be the Valuation Date and the Issuer shall estimate the Reference Price
of the Futures Contract in its reasonable discretion (billiges Ermessen) (§ 315 BGB), and in
consideration of the prevailing market conditions on such day and make a notification thereof in
accordance with § 13.
§3
REDEMPTION
1. The Securities grant to the Securityholder the right (the "Option Right") to receive from the
Issuer the payment of the Redemption Amount in accordance with the following paragraphs.
"Ratio" means the decimal figure as set out in the Table of Product Details.
"Type" means the type as set out in the Table of Product Details.
3. If during the Monitoring Period the price of the Futures Contract as determined and published by
the Exchange on any day is at least once equal to or below (in case of Type CALL) or equal to
or above (in case of Type PUT) the Knock-out Barrier (the "Knock-out Event"), the Option
Right pursuant to paragraph 1 shall expire.
4. In order to validly exercise the Option Right with respect to an Exercise Date the Securityholder
is obliged to instruct the account holding bank to
(a) deliver a written exercise notice (the "Exercise Notice") via the acount holding bank to
the Paying Agent in the form available at the Paying Agent or by providing all information
and statements requested therein;
(b) deliver the Securities via the acount holding bank by crediting the Securities to the
account of the Paying Agent with the Clearing System.
On the Exercise Date at or prior to 10.00 am (Frankfurt time) (i) the Exercise Notice has to be
received by the Paying Agent and (ii) the Securities have to be booked at the account of the
Paying Agent with the Clearing System.
An Exercise Notice submitted with regard to a specific Exercise Date shall be void if the above-
mentioned provisions are not fulfilled. Any Exercise Notice that is void in accordance with the
preceding sentence shall not be treated as Exercise Notice relating to a later Exercise Date.
If the number of Securities stated in the Exercise Notice for which redemption is requested
differs from the number of Securities transferred to the Paying Agent, the Exercise Notice shall
be deemed submitted only with regard to the smaller number of Securities. Any excess
Securities shall be re-transferred at the cost and risk of the Securityholder to the account
holding bank.
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6. Option Rights can only be exercised for the Minimum Exercise Number of Securities or for an
integral multiple thereof.
Any exercise of less than the Minimum Exercise Number of Securities shall be void. Any
exercise of more than the Minimum Exercise Number of Securities that is not an integral
multiple thereof, shall be deemed to be an exercise of the next smaller number of Securities
which is the minimum number or an integral multiple thereof. Securities exceeding the
Minimum Exercise Number of Securities or an integral multiple thereof shall be re-transferred at
the cost and risk of the Securityholder to the account holding bank.
7. Following the valid exercise of the Option Right, the Redemption Amount shall be paid to the
Securityholders not later than on the tenth Payment Business Day following the Valuation Date.
§4
ORDINARY TERMINATION BY THE ISSUER
1. The Issuer shall be entitled to ordinarily terminate the Securities in whole but not in part
("Ordinary Termination"), in each case with effect as of the last Payment Business Day of
each month, for the first time with effect as of 5 December 2016 (any such day an "Ordinary
Termination Date").
2. Any such Ordinary Termination must be announced at least 28 days prior to the Ordinary
Termination Date in accordance with § 13. Such announcement shall be irrevocable and must
state the Ordinary Termination Date.
3. In the case of an Ordinary Termination of the Securities each Securityholder shall receive a
payment per Security as determined in accordance with the provisions of § 3 paragraph 2. In
this respect, the Ordinary Termination Date shall in all respects supersede the Exercise Date.
4. Any amounts that are payable pursuant to these Terms and Conditions in the case of Ordinary
Termination shall be paid to the Securityholders not later than on the tenth Payment Business
Day following the Valuation Date.
5. The right of the Securityholders to request redemption of the Securities with effect as of the
Exercise Dates preceding the relevant Ordinary Termination Date shall not be affected by such
Ordinary Termination by the Issuer in accordance with this § 4.
§5
PAYMENTS
1. All amounts payable under these Terms and Conditions shall be rounded to the nearest
SEK 0.01 with SEK 0.005 being rounded upwards.
2. All amounts payable pursuant to these Terms and Conditions shall be paid to the Paying Agent
for transfer to the Clearing System or pursuant to the Clearing System's instruction for credit to
the relevant accountholders on the dates stated in these Terms and Conditions. Payment to the
Clearing System or pursuant to the Clearing System's instruction shall release the Issuer from
its payment obligations under the Securities in the amount of such payment.
3. If any payment pursuant to these Terms and Conditions is to be made on a day that is not a
Payment Business Day, payment shall be effected on the next following Payment Business
Day. In this case, the relevant Securityholder shall neither be entitled to any payment claim nor
to any interest claim or other compensation with respect to such delay.
4. All payments are subject in all cases to any applicable fiscal or other laws, regulations and
directives and subject to § 9.
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§6
ADJUSTMENTS
1. Upon the occurrence of an Extraordinary Event which has a material effect on the Futures
Contract or the price of the Futures Contract, the Issuer shall make any such adjustments to the
Terms and Conditions as are necessary to account for the economic effect of the Extraordinary
Event on the Securities and to preserve, to the extent possible, the economic profile that the
Securities had prior to the occurrence of the Extraordinary Event in accordance with the
following provisions (each an "Adjustment"). The Issuer shall decide in its reasonable
discretion (billiges Ermessen) (§ 315 BGB) whether an Extraordinary Event has occurred and
whether such Extraordinary Event has a material effect on the Futures Contract or the price of
the Futures Contract.
(a) the replacement of the Futures Contract by other futures contracts and/or cash and/or
any other compensation, in each case as stipulated with reference to in the relevant
Extraordinary Event (a "Replacement"), and another exchange being determined as a
Exchange,
and/or
(b) increases or decreases of specified variables and values or the amounts payable under
the Securities taking into account:
(i) the effect of an Extraordinary Event on the price of the Futures Contract, or
and/or
(c) consequential amendments to the futures contract related provisions of the Terms and
Conditions that are required to fully reflect the consequences of the adjustment of the
Futures Contract Replacement.
3. Adjustments shall correspond to the adjustments to the Futures Contract made by the
Exchange (a " Exchange Adjustment").
(a) The Issuer shall not be required to make adjustments to the Terms and Conditions by
reference to Exchange Adjustments, in cases where:
(ii) the Exchange Adjustments violate the principles of good faith or would result in
adjustments of the Terms and Conditions contrary to the principle to preserve the
economic profile that the Securities had prior to the occurrence of the Extraordinary
Event and to compensate for the economic effect thereof on the price of the
Futures Contract; the Issuer shall decide in its reasonable discretion (billiges
Ermessen) (§ 315 BGB) whether this is the case; or
(iii) in cases where no Exchange Adjustment occurs but where such Exchange
Adjustment would be required pursuant to the adjustment rules of the Exchange; in
such case, the Issuer shall decide in its reasonable discretion (billiges Ermessen)
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(§ 315 BGB) whether this is the case and shall make Adjustments in accordance
with the adjustment rules of the Exchange.
(b) In the event of any doubts regarding the application of the Exchange Adjustment, the
Issuer shall make such adjustments to the Terms and Conditions which are required in its
reasonable discretion (billiges Ermessen) (§ 315 BGB) to preserve the economic profile
of the Securities prior to the occurrence of the Extraordinary Event and to compensate for
the economic effect thereof on the price of the Futures Contract.
4. Adjustments shall take effect as from the date (the "Cut-off Date") determined by the Issuer in
its reasonable discretion (billiges Ermessen) (§ 315 BGB), provided that (if the Issuer takes into
consideration the manner in which adjustments are or would be made by the Exchange) the
Issuer shall take into consideration the date at which such adjustments take effect or would take
effect at the Exchange.
5. Adjustments as well as their Cut-off Date shall be notified by the Issuer in accordance with § 13.
6. Any Adjustment in accordance with this § 6 does not preclude a subsequent termination in
accordance with § 7 on the basis of the same event.
§7
EXTRAORDINARY TERMINATION RIGHTS BY THE ISSUER
1. Upon the occurrence of an Extraordinary Event, the Issuer may freely elect to terminate the
Securities prematurely instead of making an Adjustment. In the case that an Adjustment would
not be sufficient to preserve the economic profile that the Securities had prior to the occurrence
of the Extraordinary Event, the Issuer shall terminate the Securities prematurely; the Issuer shall
decide in its reasonable discretion (billiges Ermessen) (§ 315 BGB) whether this is the case.
2. If the Issuer and/or its Affiliates are, even following economically reasonable efforts, not in the
position (i) to enter, re-enter, replace, maintain, liquidate, acquire or dispose of any Hedging
Transactions or (ii) to realize, regain or transfer the proceeds resulting from such Hedging
Transactions (the "Hedging Disruption"), the Issuer may freely elect to terminate the Securities
prematurely.The Issuer shall decide in its reasonable discretion (billiges Ermessen) (§ 315
BGB) whether a Hedging Disruption has occurred.
The Issuer may also freely elect to terminate the Securities prematurely if (i) due to the adoption
of or any change in any applicable law or regulation (including any tax law) or (ii) due to the
promulgation of or any change in the interpretation by any competent court, tribunal or
regulatory authority (including any tax authority) that (A) it has become illigal to to hold, acquire
or dispose the underlying of the Relevant Futues Contract or (B) it will incur matterially
increased costs in performing the Issuer’s obligation under the Securities (including due to any
increase in tax liability, decrease in tax benefit or other advers effect on its tax position) (the
"Change in Law"). The Issuer shall decide in its reasonable discretion (billiges Ermessen)
(§ 315 BGB) whether a Change in Law has occurred.
3. Any extraordinary termination of the Securities shall be notified by the Issuer in accordance with
§ 13 within fourteen Exchange Business Days following the occurence of the relevant event (the
"Extraordinary Termination Notice"). The Extraordinary Termination Notice shall designate an
Exchange Business Day as per which the extraordinary termination shall become effective (the
"Extraordinary Termination Date") in accordance with the following provisions. Such
Extraordinary Termination Date shall be not later than seven Payment Business Days following
the publication of the Extraordinary Termination Notice
4. If the Securities are called for redemption, they shall be redeemed at an amount per Security
that is equivalent to their fair market value minus any expenses actually incurred by the Issuer
under transactions that were required for winding up the Hedging Transactions (the
"Extraordinary Termination Amount"). The Issuer shall calculate the Extraordinary
Termination Amount in its reasonable discretion (billiges Ermessen) (§ 315 BGB) by taking into
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account prevailing market conditions and any proceeds realised by the Issuer and/or any of its
affiliates (within the meaning of § 290 paragraph 2 German Commercial Code (HGB), the
"Affiliates") in connection with transactions or investments concluded by it in its reasonable
commercial discretion (vernüftiges kaufmännisches Ermessen) for hedging purposes in relation
to the assumption and fulfilment of its obligations under the Securities (the "Hedging
Transactions").
5. The Issuer shall pay the Extraordinary Termination Amount to the Securityholders not later than
on the tenth Payment Business Day following the Extraordinary Termination Date.
§8
FURTHER ISSUES OF SECURITIES
REPURCHASE OF SECURITIES
1. The Issuer reserves the right to issue from time to time without the consent of the
Securityholders additional tranches of Securities with substantially identical terms, so that the
same shall be consolidated to form a single series and increase the total volume of the
Securities. The term "Securities" shall, in the event of such consolidation, also comprise such
additionally issued securities.
2. The Issuer may at any time purchase Securities in the market or otherwise. Securities
repurchased by or on behalf of the Issuer may be held by the Issuer, re-issued, resold or
surrendered to the Paying Agent for cancellation.
§9
TAXES
Payments in respect of the Securities shall only be made after (i) deduction and withholding of current
or future taxes, levies or governmental charges, regardless of their nature, which are imposed, levied
or collected (the "Taxes") under any applicable system of law or in any country which claims fiscal
jurisdiction by or for the account of any political subdivision thereof or government agency therein
authorised to levy Taxes, to the extent that such deduction or withholding is required by law and (ii)
any withholding or deduction required pursuant to an agreement described in Section 1471(b) of the
U.S. Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471
through 1474 of the Code, any regulations or agreements thereunder, any official interpretations
thereof, or any law implementing an intergovernmental approach thereto. The Issuer shall report on
the deducted or withheld Taxes to the competent government agencies.
§ 10
STATUS
The obligations under the Securities constitute direct, unconditional and unsecured (nicht dinglich
besichert) 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).
§ 11
PAYING AGENT
1. Skandinaviska Enskilda Banken AB (publ), a banking institution incorporated under the laws of
Sweden, whose corporate seat and registered office is at Kungsträdgårdsgatan 8,
SE-106 40 Stockholm, Sweden, acting through its division SEB Merchant Banking, Securities
Services, shall be the paying agent (the "Paying Agent").
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2. The Issuer shall be entitled at any time to appoint another bank of international standing as
Paying Agent. Such appointment and the effective date shall be notified in accordance with
§ 13.
3. The Paying Agent is hereby granted exemption from the restrictions of § 181 BGB and any
similar restrictions of the applicable laws of any other country.
§ 12
SUBSTITUTION OF THE ISSUER
1. Any other company may assume at any time during the life of the Securities, subject to
paragraph 2, without the Securityholders' consent all the obligations of the Issuer under and in
connection with the Securities. Any such substitution and the effective date shall be notified by
the Issuer in accordance with § 13.
Upon any such substitution, such substitute company (hereinafter called the "New Issuer") shall
succeed to, and be substituted for, and may exercise every right and power of, the Issuer under
the Securities with the same effect as if the New Issuer had been named as the Issuer in these
Terms and Conditions; the Issuer (and, in the case of a repeated application of this § 12, each
previous New Issuer) shall be released from its obligations hereunder and from its liability as
obligor under the Securities.
In the event of such substitution, any reference in these Terms and Conditions to the Issuer
shall from then on be deemed to refer to the New Issuer.
(a) the New Issuer has agreed to assume all obligations of the Issuer under the Securities;
(b) the New Issuer has agreed to indemnify and hold harmless each Securityholder against
any tax, duty, assessment or governmental charge imposed on such Securityholder in
respect of such substitution;
(c) the Issuer (in this capacity referred to as the "Guarantor") has unconditionally and
irrevocably guaranteed to the Securityholders compliance by the New Issuer with all
obligations under the Securities;
(d) the New Issuer and the Guarantor have obtained all governmental authorisations,
approvals, consents and permissions necessary in the jurisdictions in which the
Guarantor and/or the New Issuer are domiciled or the country under the laws of which
they are organised;
(e) Euroclear Sweden has given its consent to the substitution (which consent shall not be
unreasonably withheld or delayed).
3. Upon any substitution of the Issuer for a New Issuer, this § 12 shall apply again.
§ 13
NOTICES
Where these Terms and Conditions provide for a notice pursuant to this section, such notice shall be
published on the website www.warrants.commerzbank.com (or on another website notified at least six
weeks in advance by the Issuer in accordance with this section) and become effective vis-à-vis the
Securityholder through such publication unless the notice provides for a later effective date. If and to
the extent applicable law or regulations provide for other forms of publication, such publications shall
be made merely in addition to the aforesaid publication.
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Other publications with regard to the Securities are published on the website of the Issuer
www.commerzbank.com (or any successor website).
§ 14
LIMITATION OF LIABILITY
PRESENTATION PERIODS, PRESCRIPTION
1. The Issuer shall be held responsible for acting or failing to act in connection with Securities only
if, and insofar as, it either breaches material obligations under or in connection with the Terms
and Conditions negligently or wilfully or breaches other obligations with gross negligence or
wilfully. The same applies to the Paying Agent.
2. The period for presentation of the Securities (§ 801 paragraph 1, sentence 1 BGB) shall be ten
years and the period of limitation for claims under the Securities presented during the period for
presentation shall be two years calculated from the expiry of the relevant presentation period.
§ 15
FINAL CLAUSES
1. The Securities and the rights and duties of the Securityholders, the Issuer, the Paying Agent
and the Guarantor (if any) shall in all respects be governed by the laws of the Federal Republic
of Germany except § 1 which shall be governed by the laws of the Kingdom of Sweden.
2. In the event of manifest typing or calculation errors or similar manifest errors in the Terms and
Conditions, the Issuer shall be entitled to declare rescission (Anfechtung) to the
Securityholders. The declaration of rescission shall be made without undue delay upon
becoming aware of any such ground for rescission (Anfechtungsgrund) and in accordance with
§ 13. Following such rescission by the Issuer, the Securityholders may instruct the account
holding bank to submit a duly completed redemption notice to the Paying Agent, either by filling
in the relevant form available from the Paying Agent or by otherwise stating all information and
declarations required on the form (the "Rescission Redemption Notice"), and to request
repayment of the Issue Price against transfer of the Securities to the account of the Paying
Agent with the Clearing System. The Issuer shall make available the Issue Price to the Paying
Agent within 30 calendar days following receipt of the Rescission Redemption Notice and of the
Securities by the Paying Agent, whichever receipt is later, whereupon the Paying Agent shall
transfer the Issue Price to the account specified in the Rescission Redemption Notice. Upon
payment of the Issue Price all rights under the Securities delivered shall expire.
3. The Issuer may combine the declaration of rescission pursuant to paragraph 2 with an offer to
continue the Securities on the basis of corrected Terms and Conditions. Such an offer and the
corrected provisions shall be notified to the Securityholders together with the declaration of
rescission in accordance with § 13. Any such offer shall be deemed to be accepted by a
Securityholder and the rescission shall not take effect, unless the Securityholder requests
repayment of the Issue Price within four weeks following the date on which the offer has
become effective in accordance with § 13 by delivery of a duly completed Rescission
Redemption Notice via the account holding bank to the Paying Agent and by transfer of the
Securities to the account of the Paying Agent with the Clearing System pursuant to
paragraph 2. The Issuer shall refer to this effect in the notification.
4. "Issue Price" within the meaning of paragraph 2 and 3 shall be deemed to be the higher of
(i) the purchase price that was actually paid by the relevant Securityholder (as declared and
proved by evidence in the request for repayment by the relevant Securityholder) and (ii) the
weighted average (as determined by the Issuer in its reasonable discretion (billiges Ermessen)
(§ 315 BGB) of the traded prices of the Securities on the Exchange Business Day preceding the
declaration of rescission pursuant to paragraph 2. If a Price Source Disruption or Trading
Disruption exists on the Exchange Business Day preceding the declaration of rescission
pursuant to paragraph 2, the last Exchange Business Day preceding the declaration of
14
Terms and Conditions
Unlimited TURBO Warrants
6. If the Securityholder was aware of typing or calculation errors or similar errors at the time of the
acquisition of the Securities, then, notwithstanding paragraphs 2 - 5, the Securityholders can be
bound by the Issuer to the corrected Terms and Conditions.
7. Should any provision of these Terms and Conditions be or become void in whole or in part, the
other provisions shall remain in force. The void provision shall be replaced by a valid provision
that reflects the economic intent of the void provision as closely as possible in legal terms. In
those cases, however, the Issuer may also take the steps described in paragraphs 2 - 5 above.
9. Place of jurisdiction for all disputes and other proceedings in connection with the Securities for
merchants, entities of public law, special funds under public law and entities without a place of
general jurisdiction in the Federal Republic of Germany is Frankfurt am Main. In such a case,
the place of jurisdiction in Frankfurt am Main shall be an exclusive place of jurisdiction.
10. The English version of these Terms and Conditions shall be binding. Any translation is for
convenience only.
15
Annex to the Terms and Conditions:
ISIN Local Code Type Strike Risk Premium p.a. during the first Adjustment Percentage p.a. during the first Ratio
(Knock-out Barrier) Adjustment Period Adjustment Period
16
Additional Information
ADDITIONAL INFORMATION
Offer and Sale: COMMERZBANK offers from 5 July 2016 series of Securities with an
issue size and initial issue price per Security as set out in the table
annexed to the issue-specific summary.
Listing: The Issuer intends to apply for the trading of each series of Securities
on the regulated market of the Nordic Derivatives Exchange Stockholm
with effect from 5 July 2016.
Consent to the usage of The Issuer hereby grants consent to use the Base Prospectus and
the Base Prospectus and these Final Terms for the subsequent resale or final placement of the
the Final Terms: Securities by any financial intermediary.
The consent to use the Base Prospectus and these Final Terms is
granted only in relation to the following Member State(s): Kingdom of
Sweden.
17
Additional Information
18
Additional Information
ISSUE-SPECIFIC SUMMARY
Summaries are made up of disclosure requirements known as ‘Elements’. These elements are
numbered in Sections A – E (A.1 – E.7).
This summary contains all the Elements required to be included in a summary for this type of
securities and Issuer. There may be gaps in the numbering sequence of the Elements in cases where
Elements are not required to be addressed.
Even though an Element may be required to be inserted in the summary because of the type of
Securities and Issuer, it is possible that no relevant information can be given regarding the Element.
In this case a short description of the Element is included in the summary with the mention of ‘- not
applicable -’.
Civil liability attaches to those persons who are responsible for the
drawing up of the summary, including any translation thereof, or for
the issuing of the Base Prospectus, but only if the summary is
misleading, inaccurate or inconsistent when read together with the
other parts of the Base Prospectus or it does not provide, when read
together with the other parts of the Base Prospectus, all necessary
key information.
A.2 Consent to the The Issuer hereby grants consent to use the Base Prospectus and
use of the the Final Terms for the subsequent resale or final placement of the
Prospectus Securities by any financial intermediary.
The consent to use the Base Prospectus and the Final Terms is
granted only in relation to the following Member State(s): Kingdom of
Sweden.
19
Additional Information
20
Additional Information
Section B – Issuer
B.1 Legal and The legal name of the Bank is COMMERZBANK Aktiengesellschaft
Commercial (the "Issuer", the "Bank" or "COMMERZBANK", together with its
Name of the consolidated subsidiaries "COMMERZBANK Group" or the
Issuer "Group") and the commercial name of the Bank is
COMMERZBANK.
B.4b Known trends The global financial market crisis and sovereign debt crisis in the
affecting the eurozone in particular have put a very significant strain on the net
Issuer and the assets, financial position and results of operations of the Group in
industries in the past, and it can be assumed that further materially adverse
which it effects for the Group can also result in the future, in particular in the
operates event of a renewed escalation of the crisis.
B.12 Selected key The following table sets forth selected key financial information of
financial COMMERZBANK Group which has been derived from the
information respective audited consolidated financial statements prepared in
accordance with IFRS as of 31 December 2014 and 2015 as well
as from the consolidated interim financial statements as of
31 March 2016 (reviewed):
21
Additional Information
*) Prior-year figures restated due to the launch of a new IT system plus other restatements.
**) Unaudited
***) Insofar as attributable to COMMERZBANK shareholders.
B.15 Issuer’s The focus of the activities of the COMMERZBANK Group is on the
principal provision of a wide range of financial services to private, small and
activities, medium-sized corporate and institutional customers in Germany,
principal including account administration, payment transactions, lending,
markets savings and investment products, securities services, and capital
market and investment banking products and services. As part of its
comprehensive financial services strategy, the Group also offers other
financial services in association with cooperation partners, particularly
building savings loans, asset management and insurance. The Group
is continuing to expand its position as one of the most important
German export financiers. Alongside its business in Germany, the
Group is also active internationally through its subsidiaries, branches
and investments, particularly in Europe. The focus of its international
activities lies in Poland and on the goal of providing comprehensive
services to German small and medium-sized enterprises in Western
Europe, Central and Eastern Europe and Asia.
22
Additional Information
23
Summary
Section C – Securities
C.2 Currency Each series of the Securities is issued in SEK (the "Issue
of the securities Currency").
C.5 Restrictions on Each series of Securities is freely transferable, subject to the offering
the free and selling restrictions, the applicable law and the rules and
transferability of regulations of the clearing system.
the securities
Ordinary Termination
24
Summary
Limitation of Liability
C.11 Admission to The Issuer intends to apply for the trading of each series of
trading on a Securities on the regulated market of the Nordic Derivatives
regulated market Exchange Stockholm with effect from 5 July 2016.
or equivalent
market
C.15 Influence of the The payment of a Redemption Amount will to a significant extent
Underlying on the depend upon the performance of the Underlying during the term of
value of the the Unlimited TURBO Securities.
securities:
In detail:
If during the Monitoring Period the price of the Underlying has never
been equal to or below (in case of Type CALL) or equal to or
above (in case of Type PUT) the Knock-out Barrier, the investor will
receive the Redemption Amount which shall be equal to (i) the
amount by which the Reference Price of the Underlying on the
Valuation Date exceeds (in case of Type CALL) or is exceeded by
(in case of Type PUT) the Strike applicable on the Valuation Date
multiplied by (ii) the Ratio, whereby the result will be converted into
the Issue Currency.
The Strike shall change on each calendar day between the Launch
Date and the relevant Valuation Date.
"Monitoring Period" means the period from the Launch Date to the
Valuation Date (both dates including) at such point in time at which
the Reference Price of the Underlying is determined and published.
The Type, the Ratio and the Strike on the Launch Date are stated in
the table annexed to the summary.
25
Summary
C.17 Description of the Each seris of the Securities sold will be delivered on the Payment
settlement Date in accordance with applicable local market practice via the
procedure for the clearing system.
securities
C.18 Delivery All amounts payable under the Securities shall be paid to the Paying
procedure Agent for transfer to the clearing system or pursuant to the clearing
system's instructions for credit to the relevant accountholders on the
dates stated in the applicable terms and conditions. Payment to the
clearing system or pursuant to the clearing system's instructions
shall release the Issuer from its payment obligations under the
Securities in the amount of such payment.
C.19 Final Reference The ICE Brent Crude Futures Afternoon Marker (which is a tradable
Price of the Minute Marker) of the Relevant Futures Contract as determined and
Underlying published by the Exchange on the Valuation Date.
C.20 Type of the The asset underlying the Securities is the ICE Brent Crude Oil
underlying and Futures Contract (Reuters page LCOU6) on the Exchange with
details, where delivery month of September 2016 (Expiry Date: 14 August 2015)
information on (the "Underlying").
the underlying
can be obtained Information on the Underlying is available on www.theice.com.
26
Summary
Section D – Risks
The purchase of Securities is associated with certain risks. The Issuer expressly points out that the
description of the risks associated with an investment in the Securities describes only the
major risks which were known to the Issuer at the date of the Base Prospectus.
D.2 Key risks specific Each Tranche of Securities entails an issuer risk, also referred to as
to the Issuer debtor risk or credit risk for prospective investors. An issuer risk is
the risk that COMMERZBANK becomes temporarily or permanently
unable to meet its obligations to pay interest and/or the redemption
amount.
Macroeconomic Environment
27
Summary
taken.
Strategic Risks
There is a risk that the Group may not benefit from the strategic
agenda or may be able to do so only in part or at higher costs than
planned, and that the implementation of planned measures may not
lead to the achievement of the strategic objectives sought to be
obtained.
Liquidity Risks
Operational Risks
28
Summary
Legal Risks
29
Summary
30
Summary
Disruption Events
31
Summary
If the conditions are met, the Issuer is entitled at any time, without
the consent of the holders of the Securities, to appoint another
company as the new Issuer with regard to all obligations arising out
of or in connection with the Securities in its place. In that case, the
holder of the Securities will generally also assume the insolvency
risk with regard to the new Issuer.
The Securities depend on the value of the Underlying and the risk
associated with this Underlying. The value of the Underlying
depends upon a number of factors that may be interconnected.
These may include economic, financial and political events beyond
the Issuer's control. The past performance of an Underlying should
not be regarded as an indicator of its future performance during the
term of the Securities.
The investor bears the risk that the Redemption Amount payable on
the Exercise Date is below the purchase price of the Security. The
lower (in case of Type CALL) or higher (in case of Type PUT) the
Reference Price of the Underlying on the Valuation Date the greater
the loss.
32
Summary
Trading risk:
The Issuer is neither obliged to provide purchase and sale prices for
the Securities on a continuous basis on (i) the exchanges on which
the Securities may be listed or (ii) an over-the-counter (OTC) basis
nor to buy back any Securities. Even if the Issuer generally provides
purchase and sale prices, in the event of extraordinary market
conditions or technical troubles, the sale or purchase of the
Securities could be temporarily limited or impossible.
33
Summary
Section E – Offer
E.3 Description of the COMMERZBANK offers from 5 July 2016 series of Securities with
terms and an issue size and initial issue price per Security as set out in the
conditions of the table annexed to the issue-specific summary.
offer
E.4 Any interest that The following conflicts of interest can arise in connection with the
is material to the exercise of rights and/or obligations of the Issuer in accordance with
issue/offer the terms and conditions of the Securities (e.g. in connection with
including the determination or adaptation of parameters of the terms and
conflicting conditions), which affect the amounts payable:
interests
- execution of transactions in the Underlying
E.7 Estimated The investor can usually purchase the Securities at a fixed issue
expenses price. This fixed issue price contains all cost of the Issuer relating to
charged to the the issuance and the sales of the Securities (e.g. cost of distribution,
investor by the structuring and hedging as well as the profit margin of
issuer or the COMMERZBANK).
offeror
34
Summary
ISIN Local Code Type Strike Ratio Issue Size Initial Issue Price
(C.1) (C.1) (C.15) (Knock-out Barrier) (C.15) (E.3) (E.3)
(C.15)
DE000CN46FH1 B LONGOLJ BW CBK CALL USD 32.58 0.01 1,000,000 SEK 1.73
DE000CN46FJ7 B LONGOLJ BX CBK CALL USD 35.58 0.01 1,000,000 SEK 1.44
DE000CN46FK5 B LONGOLJ CA CBK CALL USD 38.58 0.01 1,000,000 SEK 1.16
DE000CN46FL3 B LONGOLJ CB CBK CALL USD 41.58 0.01 1,000,000 SEK 0.88
DE000CN46FM1 B LONGOLJ CC CBK CALL USD 44.58 0.01 1,000,000 SEK 0.60
DE000CN46FN9 B LONGOLJ CD CBK CALL USD 47.58 0.01 1,000,000 SEK 0.32
35
Sammanfattning
SAMMANFATTNING
Den här sammanfattningen innehåller alla Punkter som måste ingå i en sammanfattning för den här
typen av värdepapper och Emittent. Det kan förekomma luckor i numreringen av Punkterna i de fall då
Punkterna inte behöver anges.
A.1 Varningar Den här sammanfattningen bör betraktas som en introduktion till
Grundprospektet och relevanta Slutliga Villkor. Investerare bör
basera sina beslut att investera i Värdepapperen med beaktande av
Grundprospektet i sin helhet och de relevanta Slutliga Villkoren.
A.2 Medgivande att Emittenten beviljar härmed en finansiell mellanhand rätten att nyttja
nyttja Prospektet Grundprospektet och de Slutliga Villkoren för återförsäljning och
slutlig placering av Värdepapperna.
- 36 -
Sammanfattning
- 37 -
Sammanfattning
AVSNITT B – EMITTENT
B.2 Emittentens säte, Banken har sitt säte i Frankfurt am Main, Förbundsrepubliken
bolagsform, lag Tyskland.
under vilken
Emittenten COMMERZBANK är ett aktiebolag bildat och verksamt under
bedriver sin tysk lag och registrerat i Förbundsrepubliken Tyskland.
verksamhet samt
land i vilket
Emittenten bildats
- 38 -
Sammanfattning
Resultaträkning (MEUR)
*) Föregående års siffror är omräknade i anledning av en lansering av nytt IT-system samt andra omräkningar.
**) Ej reviderad
- 39 -
Sammanfattning
- 40 -
Sammanfattning
AVSNITT C – VÄRDEPAPPER
ISIN-kod(er)
C.5 Begränsningar i Varje serie av Värdepapper är fritt överlåtbara, med förbehåll för
värdepapperens överlåtelsebegränsningarna, tillämplig lag samt det regelverk som
fria överlåtbarhet gäller för clearingsystemet.
Ordinär Uppsägning
Emittenten har rätt att med verkan att ordinärt säga upp
Värdepapperna per en Ordinär Uppsägningsdag.
Värdepappernas rangordning
- 41 -
Sammanfattning
C.11 Upptagande till Emittenten avser att ansöka om upptagande till handel av varje serie
handel på en av Värdepapper på de(n) reglerade marknaden/marknaderna Nordic
reglerad marknad Derivatives Exchange Stockholm från och med 5 juli 2016.
eller
motsvarande
marknad
C.15 Den Utbetalning av Inlösenbeloppet kommer i väsentlig utsträckning bero
Underliggande på den Underliggande Tillgångens avkastning under de
Tillgångens Obegränsade TURBO-värdepappernas löptid.
inflytande på
värdepapperens I detalj:
värde:
Om ett pris på den Underliggande Tillgången under
Övervakningsperioden aldrig varit lika med eller under (typ CALL)
eller lika med eller över (typ PUT) Knockout-barriären, kommer
investeraren att erhålla Inlösenbeloppet vilket skall vara lika med (i)
det belopp med vilket Referenspriset på den Underliggande
Tillgångens Värde på Värderingsdagen överstiger (typ CALL) eller
överskrids med (typ PUT) det aktuella Lösenpriset på
Värderingsdagen multiplicerat med (ii) Multiplikatorn.
- 42 -
Sammanfattning
C.18 Leveransrutin Alla belopp som skall betalas enligt Värdepapperna skall betalas till
(avräkning på Betalningsagenten för överföring till clearingsystemet eller i enlighet
inlösendagen) med clearingsystemets instruktion för kreditering av de relevanta
kontohavarna på de dagar som anges i tillämpliga villkor. Betalning
till clearingsystemet eller i enlighet med clearingsystemets
instruktion skall befria Emittenten från dess betalningsförpliktelser
under Värdepapperna till det belopp med vilket betalning sker.
C.19 Slutligt ICE Brent Crude Oil-terminens Afternoon Marker (som kan handlas
referenspris på som Minute Marker) på den Underliggande Tillgången som senast
den fastställts och publicerats av Börsen på Värderingsdagen.
Underliggande
Tillgången
- 43 -
Sammanfattning
AVSNITT D – RISKER
Köpet av Värdepapperna är förenat med vissa risker. Emittenten framhäver särskilt att
beskrivningen av riskerna förenade med en investering i Värdepapperna endast beskriver de
väsentliga risker som var kända för Emittenten per dagen för Grundprospektet.
Makroekonomisk miljö
Motpartsrisk
- 44 -
Sammanfattning
och det kan hända att utebliven betalning på lån inte är fullt täckt av
säkerheter eller av tidigare gjorda nedskrivningar och avsättningar.
Marknadsprisrisker
Strategiska risker
Det finns en risk för att Koncernen inte kommer att dra nytta av sina
strategiska planer eller endast kommer kunna göra det till viss del
eller till högre kostnader än planerat, och att genomförandet av de
planerade åtgärderna kanske inte kommer att leda till att de
eftersträvade strategiska målen uppnås.
Likviditetsrisker
Operationella risker
- 45 -
Sammanfattning
Juridiska risker
- 46 -
Sammanfattning
- 47 -
Sammanfattning
- 48 -
Sammanfattning
Emittenten har rätt att utföra justeringar eller att säga upp och lösa in
Värdepapperen i förtid om vissa villkor är uppfyllda. Detta kan få
negativa effekter på Värdepapperens värde. Om Värdepapperen
sägs upp kan Inlösenbeloppet till Värdepappersinnehavarna i
händelse av en uppsägning av Värdepapperen bli lägre än det
belopp som Värdepappersinnehavarna skulle ha erhållit utan den
extraordinära uppsägningen.
Störande händelser
Byte av Emittent
Om villkoren är uppfyllda har Emittenten rätt att när som helst och
utan medgivande från innehavarna av Värdepapperen i sitt ställe
utse ett annat företag som ny Emittent med avseende på alla
förpliktelser härrörande ur eller med anknytning till Värdepapperen. I
så fall får innehavaren av Värdepapperen i allmänhet också ta
insolvensrisken avseende den nya Emittenten.
- 49 -
Sammanfattning
Marknadsvärderisk:
Det försäljningspris som går att uppnå före Slutdagen kan vara
väsentligt lägre än det inköpspris som investeraren betalat.
Var och en av dessa faktorer kan påverka i sig, eller förstärka eller
motverka varandra.
Handelsrisk:
- 50 -
Sammanfattning
- 51 -
Sammanfattning
ISIN Lokal Kod Typ Lösenkursen (Knockout-händelsen) Multiplikator Emissionsstorlek Initialt emissionskurs
(C.1) (C.1) (C.15) (C.15) (C.15) (E.3) (E.3)
DE000CN46FJ7 B LONGOLJ BX CBK CALL USD 35,58 0,01 1.000.000 SEK 1,44
DE000CN46FK5 B LONGOLJ CA CBK CALL USD 38,58 0,01 1.000.000 SEK 1,16
DE000CN46FL3 B LONGOLJ CB CBK CALL USD 41,58 0,01 1.000.000 SEK 0,88
DE000CN46FM1 B LONGOLJ CC CBK CALL USD 44,58 0,01 1.000.000 SEK 0,60
DE000CN46FN9 B LONGOLJ CD CBK CALL USD 47,58 0,01 1.000.000 SEK 0,32
- 52 -