Commerzbank AG — Capital/Financing Update 2011

Mar 17, 2011

COMMERZBANK AKTIENGESELLSCHAFT

Frankfurt am Main

Final Terms

dated 24 March 2011

with respect to the

Base Prospectus

dated 17 March 2011

relating to

Structured Warrants relating to Futures Contracts

(ISIN DE0003927935)

> Investing in these Structured Warrants puts your capital at risk. You may lose some or all of your investment.

COMMERZBANK

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The contract for purchase of the warrants issued (the "Warrants" or "Structured Warrants") is made up of these Final Terms and the Base Prospectus dated 17 March 2011 regarding the Warrants. The Base Prospectus dated 17 March 2011 and these Final Terms are available in electronic form on the website of Commerzbank Aktiengesellschaft, Frankfurt am Main, Federal Republic of Germany (the "Issuer"): www.commerzbank.de. Hardcopies of the Base Prospectus and these Final Terms may be requested free of charge from the Issuer's head office (Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main, Federal Republic of Germany.

In addition to the information relevant to individual issues, these Final Terms repeat some of the information set out in the Base Prospectus dated 17 March 2011 regarding the Warrants where the Issuer deems such information necessary in order to satisfy the investor's need for information in relation to the respective issue of Warrants.

RISK FACTORS

The purchase of the warrants issued (the "Warrants" or "Structured Warrants") is associated with certain risks. The information set out below merely describes the major risks that are associated with an investment in the Warrants in the Issuer's opinion. In this regard, however, the Issuer expressly points out that the description of the risks associated with an investment in the Warrants is not exhaustive.

In addition, the order in which such risks are presented does not indicate the extent of their potential commercial effects in the event that they are realised, or the likelihood of their realisation. The realisation of one or more of said risks may adversely affect the assets, finances and profits of Commerzbank Aktiengesellschaft or the value of the Warrants themselves.

Moreover, additional risks that are not known at the date of preparation of the Base Prospectus and this Final Terms or currently believed to be immaterial could likewise have an adverse effect on the value of the Warrants.

The occurrence of one or more of the risks disclosed in the Base Prospectus, any supplement and/or this Final Terms or any additional risks may lead to a material and sustained loss and, depending on the structure of the Warrant, even result in the total loss of the investor's capital.

Investors should purchase the Warrants only if they are able to bear the risk of losing the capital invested, including any transaction costs incurred.

Potential investors in the Warrants must in each case determine the suitability of the relevant investment in light of their own personal and financial situation. In particular, potential investors should in each case:

• have sufficient knowledge and experience to make a meaningful evaluation of the Warrants, the merits and risks of investing in the Warrants and/or the information contained or incorporated by reference in the Base Prospectus or any applicable supplement and all the information contained in this Final Terms;
• have sufficient financial resources and liquidity to bear all of the risks associated with an investment in the Warrants;
• understand thoroughly the Terms and Conditions pertaining to the Warrants and be familiar with the behaviour of any relevant Underlying and the financial markets; and
• be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect the value of their investment and be able to bear the associated risks.

These risk warnings do not substitute advice by the investor's bank or by the investor's legal, business or tax advisers, which should in any event be obtained by the investor in order to be able to assess the

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consequences of an investment in the Warrants. Investment decisions should not be made solely on the basis of the risk warnings set out in the Base Prospectus, any supplement and/or these Final Terms since such information cannot serve as a substitute for individual advice and information which is tailored to the requirements, objectives, experience, knowledge and circumstances of the investor concerned.

The Warrants are subject to - potentially major - price fluctuations and may involve the risk of a complete or partial loss of the invested capital (including any costs incurred in connection with the purchase of the Warrants). Since, in the case of Warrants, the Cash Amount is linked to an Underlying, Warrants are investments that might not be suitable for all investors.

The Warrants may have complex structures, which the investor might not fully understand. The investor might therefore underestimate the actual risk that is associated with a purchase of the Warrants. Therefore, potential investors should study carefully the risks associated with an investment in the Warrants (with regard to the Issuer, the type of Warrants and/or the Underlying, as applicable), as well as any other information contained in the Base Prospectus, any supplements thereto as well as these Final Terms, and possibly consult their personal (including tax) advisors. Prior to purchasing Warrants, potential investors should ensure that they fully understand the mechanics of the relevant Warrants and that they are able to assess and bear the risk of a (total) loss of their investment. Prospective purchasers of Warrants should in each case consider carefully whether the Warrants are suitable for them in the light of their individual circumstances and financial position.

It is possible that the performance of the Warrants is adversely affected by several risk factors at the same time. The Issuer, however, is unable to make any reliable prediction on such combined effects.

Other general risks associated with the purchase of the Warrants (such as factors influencing the price of the Warrants at the time of issue and in the secondary market, conflicts of interest, risks involved in risk mitigating transactions, interest rate and inflationary risks, as well as currency risks) are set out in the detailed provisions of the Base Prospectus dated 17 March 2011.

Special risks relating to the Structured Warrants

General

The Structured Warrants are linked to the price of futures contracts (see below "Risk factors relating to the Underlying") (each such futures contract an "Underlying" and together the "Underlyings") on sugar, corn and cotton (each a "Commodity").

The Structured Warrants will grant to the investor the right to receive the payment of a Cash Amount corresponding to

(a) GBP 600 if on the Exercise Date the Reference Price of each Underlying is equal to or above 100% of the respective Strike Price; or
(b) GBP 0 if on the Exercise Date the Reference Price of at least one of the Underlyings is below 100% of the respective Strike Price, i.e. the Warrants will expire worthless and an investor will not receive any Cash Amount.

If, however, on an Observation Date the Reference Price of each of the Underlyings is above 100% of the respective Strike Price (the "Knock-in Event"), then the Structured Warrants will be early redeemed on the relevant Knock-in Settlement Date at the Knock-in Redemption Amount which is the sum of (i) GBP1,000 plus (ii) GBP100 multiplied by the number of Observation Dates elapsed prior to and including the Observation Date on which a Knock-in Event occurred.

The Structured Warrants will be deemed automatically exercised on the Exercise Date, provided that a Knock-in Event has not occurred (Automatic Exercise). It is not possible to exercise the Structured Warrants prior to the Exercise Date.

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The right to receive the Underlyings instead of the Cash Amount is excluded.

Investors should note that the Strike Price for each Underlying will be the official closing settlement price of the relevant Underlying with respect to 25 March 2011 (the "Strike Date"). The Issuer will publish the Strike Price without undue delay in accordance with the Terms and Conditions of the Warrants.

The following redemption scenarios are possible:

Scenario 1

If on all of the Observation Dates (as specified in the Terms and Conditions of the Warrants) the closing settlement price of at least one Underlying is equal to or below the respective Strike Price as fixed on the Strike Date and if also on the Exercise Date the closing settlement price of at least one Underlying is below the respective Strike Price, then the Cash Amount shall be equal to 0 (zero), i.e. the Warrantholder will not receive any Cash Amount whatsoever and will lose all of its investment in the Warrants.

Amongst others, this scenario will occur if the price of at least one of the Underlyings decreases continuously over the lifetime of the Warrants. It will also occur if the price of at least one of the Underlyings decreases after the Strike Date and then remains stable over the lifetime of the Warrants.

Scenario 2

If on all of the Observation Dates the closing settlement price of at least one Underlying is equal to or below the respective Strike Price as fixed on the Strike Date but if on the Exercise Date the closing settlement price of each Underlying is equal to or above the respective Strike Price, then the Cash Amount shall be equal to GBP600 per Warrant.

If the purchase price paid for a Warrant by a Warrantholder is equal to or above GBP600, a Warrantholder will lose the difference between the purchase price of the Warrants (including transaction costs) and GBP600.

Scenario 3

If on an Observation Date the closing settlement price of each Underlying is above the respective Strike Price as fixed on the Strike Date, then the Warrants shall be early terminated at the Knock-in Redemption Amount applicable with respect to the relevant Observation Date.

The following table contains the Knock-in Redemption Amounts payable:

If the closing settlement price of each Underlying is above the respective Strike Price as fixed on the Strike Date on:	then the applicable Knock-in Redemption Amount is:
(1) the first Observation Date	GBP1,000 + 1xGBP100 = GBP 1,100
(2) the second Observation Date	GBP1,000 + 2xGBP100 = GBP 1,200
(3) the third Observation Date	GBP1,000 + 3xGBP100 = GBP 1,300
(4) the fourth Observation Date	GBP1,000 + 4xGBP100 = GBP 1,400
(5) the fifth Observation Date	GBP1,000 + 5xGBP100 = GBP 1,500

For the avoidance of doubt: If the Warrants are early terminated in accordance with the above at the applicable Early Termination Amount with respect to an Observation Date any rights under the Warrants shall expire, i.e. the term of the Warrants ends with respect to the relevant Observation Date. No further amounts will be payable to the Warrantholders.

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Loss risks

Structured Warrants, like all warrants, are particularly risky investment instruments that entail the risk of a complete loss of the purchase price paid for the Structured Warrants. It must be noted that a change in the price of the Structured Warrants' Underlying, or even the non-materialisation of an expected change therein, may result in a disproportionate change in the Structured Warrants' value and may even render them worthless.

Prospective purchasers should also note that the risk profile of the Structured Warrants differs from that of a traditional call warrant (i.e. a financial contract where the buyer has the right but not the obligation to buy a warrant) or put warrant (i.e. where a seller has the right but not the obligation to sell a warrant). It is a particular characteristic of the Structured Warrants that the Cash Amount will be 0 (zero) if on the Exercise Date the Reference Price of at least one of the Underlyings is below 100% of the respective Strike Price. Further to this, investors are advised that the Cash Amount, if any, will be less than the Knock-in Redemption Amount payable upon a Knock-in Event.

In addition, any economic considerations regarding an investment in the Structured Warrants must also take into account the costs associated with their purchase or sale.

Furthermore, investors bear the risk that the Issuer's financial situation may deteriorate - or that insolvency proceedings might be instituted with regard to its assets - and that the Issuer might therefore default on the payments due under the Structured Warrants.

Adjustments and termination by the Issuer

The Issuer may be entitled to perform adjustments in accordance with the Terms and Conditions. Such adjustments may have an adverse effect on the value of the Warrants.

In addition, the Issuer may be entitled to terminate the Warrants in accordance with the Terms and Conditions. In that case, the Warrants will expire prematurely. The Termination Amount per Warrant payable to the holders of the Warrants is determined by the Issuer in its reasonable discretion (§ 315 of the German Civil Code (BGB)) by taking into account prevailing market conditions and any proceeds realised by the Issuer in connection with transactions concluded by it in its reasonable discretion (§ 315 German Civil Code (BGB)) for hedging measures in relation to the assumption and fulfilment of its obligations under the Warrants (the "Hedging Transactions"). When determining the Termination Amount, the Issuer may take into account expenses for transactions that were required for winding up the Hedging Transactions in the Issuer's reasonable discretion (§ 315 German Civil Code (BGB)) as deductible items. The Termination Amount may be less than the purchase price paid for a Warrant by an investor and the investor may lose part or all of its investment in the Warrants.

The objective of adjustments to the Terms and Conditions is to compensate for events which change the economical characteristics of the Underlying or the Warrants. An adjustment or early termination is only possible in the case of an extraordinary event ("Extraordinary Event") as described in the Terms and Conditions. As a rule, Extraordinary Events are beyond the control of the Issuer. For the avoidance of doubt, they do typically not include price fluctuations of the Underlying (i.e. an increase or decrease of the price) at the relevant exchange or trading system).

Extraordinary Events include, amongst others, a termination of trading of the relevant Underlying at the exchange or trading system on which the Underlying was traded at the start of the Warrants and/or relocation of trading to another exchange or trading system, a change in the currency in which the Underlying is quoted, a change in the size of the Underlying or any other change in the specifications of the Underlying.

Amongst others, adjustments may relate to the Strike Price and may result in the relevant Futures Contract and/or Commodity being replaced by another commodity, other futures contracts, a basket of futures contracts and/or cash, and another exchange being determined as the Exchange. This is, however, not a complete list, and other adjustments may occur. An Extraordinary Event that would normally lead to an early termination of the Warrants would be, for example, the disappearance of the Underlying, i.e. if trading in the respective futures contract would be terminated permanently or if the Commodity to which the Underlying relates ceased to exist.

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• No regular income

The Warrants do not represent a claim as to interest or dividend payments and thus do not generate any regular income. This means that it may not be possible to compensate for potential value losses associated with an investment in the Warrants through income generated in connection therewith.

• Risk factors relating to the Underlying

The value of a Warrant's 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 Warrants.

Warrants that are linked to one or several futures contracts involve, in particular, the following risks:

Futures contracts are standardised forward transactions (i.e. a contract between two parties to buy or sell an asset at a specified future time at a price agreed before the sale) relating to financial instruments such as shares, indices, interest rates or foreign currencies (so-called financial futures) or commodities such as precious metals, wheat or sugar (so-called commodities futures).

A futures contract represents the contractual obligation to purchase or sell a certain quantity of the relevant contractual object at a certain date and price. Futures contracts are traded on futures and options exchanges and are standardised for that purpose with regard to size of contract, type and quality of the contractual object and potential delivery places and dates.

As a rule, there is a close correlation between the price performance of an asset that underlies a futures contract and is traded on a spot market (i.e. a financial market where delivery is due immediately) and the corresponding futures market. However, futures contracts are generally traded at a premium or discount in relation to the spot price (i.e. the price which would be quoted for immediate settlement) of the underlying asset. This difference between the spot and futures price, which is referred to as "basis" in futures and options exchange jargon, on the one hand results from the inclusion of the costs that are normally incurred in spot transactions (storage, delivery, insurance, etc.) and/or the revenues that are normally associated with spot transactions (interest, dividends, etc.), and on the other hand from the differing valuation of general market factors in the spot and the futures market. In addition, depending on the value, there can be a significant gap in terms of the liquidity in the spot and the corresponding futures market.

As the Warrants relate to the futures contracts specified in the Terms and Conditions, investors, in addition to knowing the market for the relevant asset that underlies the relevant futures contract, must have know-how as to the workings and valuation factors of forward/futures transactions in order to be able to correctly assess the risks associated with an investment in those Warrants.

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GENERAL INFORMATION

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 Frankfurt am Main, Federal Republic of Germany, accepts responsibility for the information contained in this Final Terms. The Issuer hereby declares that the information contained in this Final Terms is, to the best of its knowledge, in accordance with the facts and contains no material omission. The Issuer has taken all reasonable care to ensure that such is the case, the information contained in this 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 authorized by the Issuer to give any information or to make any representation not contained in or not consistent with this Final Terms or any other information supplied in connection with this Final Terms, the Warrants and, if given or made, such information or representation must not be relied upon as having been authorized by the Issuer. The information contained herein relates to the date of the Final Terms and may have become inaccurate and/or incomplete as a result of subsequent changes.

Availability of Documents

The Base Prospectus dated 17 March 2011, any supplements thereto and these Final Terms are available in electronic form on the website of Commerzbank Aktiengesellschaft: www.commerzbank.de. Hardcopies of the Base Prospectus, any supplements thereto and these Final Terms may be requested free of charge from the Issuer's head office (Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main, Federal Republic of Germany).

Furthermore, for the period of twelve months following the date of the Base Prospectus copies of the Articles of Association and the financial statements and management report of the Issuer for the financial years ended 31 December 2009 and 2008, the Annual Reports of the Commerzbank Group for the financial years ended 31 December 2009 and 2008 as well as the Interim Report of the Commerzbank Group as of 30 September 2010 (reviewed English version) and the consolidated financial statements as of 31 December 2010 (abridged English version) are available for inspection at the head office of the Issuer, Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main, Federal Republic of Germany or for electronic viewing at www.commerzbank.de.

Offer and Sale

Commerzbank Aktiengesellschaft publicly offers in the United Kingdom up to 1,000 Structured Warrants relating to Futures Contracts at an initial issue price of GBP 149.10 as of 25 March 2011.

The Strike Prices of the Futures Contracts will be determined on the Strike Date, all as specified in the Terms and Conditions, and will be published immediately after the Strike Date in accordance with § 9 of the Terms and Conditions.

Calculation Agent

In cases requiring calculation, Commerzbank acts as Calculation Agent.

Minimum Trading Unit

One (1) Warrant

Listing

Application will be made to list the Warrants on the official list of the Luxembourg Stock Exchange and to admit them to trading on the Regulated Market "Bourse de Luxembourg".

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Security Codes

ISIN DE0003927935
WKN 392793
Common Code 061157352

Payment Date

25 March 2011

Information regarding the Underlying

The assets underlying the Warrants are the following futures contracts on the relevant commodities traded at the relevant exchange, all as detailed in the following table:

Commodity	Exchange	Internet Page
Corn	Chicago Board of Trade	www.cmegroup.com
Cotton	ICE	www.theice.com
Sugar No. 11	ICE	www.theice.com

Information on the Underlyings is available on the internet page specified in the table above.

Post-Issuance Information

The Issuer will not provide information regarding the Underlyings during the lifetime of the Warrants.

INFLUENCE OF THE UNDERLYING ON THE SECURITIES

The Structured Warrants will grant to the investor the right to receive the payment of a Cash Amount corresponding to

(a) GBP 600 if on the Exercise Date the Reference Price of each Underlying is equal to or above 100% of the respective Strike Price; or
(b) GBP 0 if on the Exercise Date the Reference Price of at least one of the Underlyings is below 100% of the respective Strike Price, i.e. the Warrants will expire worthless and an investor will not receive any Cash Amount.

If, however, on an Observation Date the Reference Price of each of the Underlyings is above 100% of the respective Strike Price (the "Knock-in Event"), then the Structured Warrants will be early redeemed on the relevant Knock-in Settlement Date at the Knock-in Redemption Amount which is the sum of (i) GBP1,000 plus (ii) GBP 100 multiplied by the number of Observation Dates elapsed prior to and including the Observation Date on which a Knock-in Event occurred.

For more detailed information and possible scenarios, investors should refer to pp. 2f. of these Final Terms.

TAXATION

All present and future taxes, fees or other duties in connection with the Warrants shall be borne and paid by the holders of the Warrants. The Issuer is entitled to withhold from payments to be made under the Warrants any taxes, fees and/or duties payable by the holders of the Warrants in accordance with the previous sentence.

Please note that the tax treatment of the holders of the Warrants will depend on the individual circumstances of each holder of the Warrants and may be subject to change in future.

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TERMS AND CONDITIONS

§ 1 FORM

1. The warrants (the "Warrants") issued by Commerzbank Aktiengesellschaft, Frankfurt am Main, Federal Republic of Germany (the "Issuer") will be represented by a global bearer warrant (the "Global Warrant"), which shall be deposited with Deutsche Bank AG, Große Gallusstraße 10 - 14, 60272 Frankfurt am Main, as common depositary for Clearstream Banking, société anonyme, Luxembourg and Euroclear Bank S.A./N.V. as operator of the Euroclear System (together the "Clearing System").

2. Definitive warrants will not be issued. Holders of Warrants (the "Warrantholders") do not have a right to delivery of definitive Warrants. The Warrantholders shall receive co-ownership participations in or rights with respect to the Global Warrant which are transferable in accordance with applicable law and the rules and regulations of the Clearing System.

3. The Global Warrant shall bear the hand-written signatures of two authorised officers of the Issuer.

4. 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 total volume of the Warrants. The term "Warrants" shall, in the event of such consolidation, also comprise such additionally issued Warrants.

§ 2 DEFINITIONS

1. For the purposes of these Terms and Conditions, the following definitions shall apply (subject to an adjustment in accordance with § 4):

"Commodity" means any or all, as the case may be, of the Commodities as detailed in the table in the definition of "Futures Contract".

"Disappearance of Reference Price" means (a) the permanent discontinuation of trading in the relevant Futures Contract on the relevant Exchange, (b) the disappearance of, or of trading in, the relevant Commodity or (c) the disappearance or permanent discontinuance or unavailability of any Reference Price, notwithstanding the availability of the Price Source or the status of trading in the relevant Futures Contract or the relevant Commodity.

"Exchange" with respect to a Futures Contract and/or a Commodity means the exchange or trading system as detailed in the table in the definition of "Futures Contract" (or any successor).

"Exercise Date" means 26 March 2014.

"Extraordinary Event" means the occurrence of any of the following events: Disappearance of Reference Price, Hedging Disruption, Material Change in Content, Material Change in Formula, Price Source Disruption, Tax Disruption, Trading Disruption and any other event being economically comparable to the before-mentioned events with regard to their effects.

"First Notice Day" means the date specified as such by the Exchange.

"Fixing Date" means the Strike Date, the Observation Dates and/or the Valuation Date.

If on a Fixing Date in the opinion of the Issuer a Price Source Disruption or a Trading Disruption with respect to a Futures Contract and/or Commodity occurs, then the Fixing Date for the relevant Futures Contract and/or Commodity only shall be postponed to the

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next following Exchange Business Day on which there is no Price Source Disruption or Trading Disruption with respect to the relevant Futures Contract and/or Commodity. The occurrence of a Price Source Disruption or Trading Disruption on a Fixing Date shall be published in accordance with § 9.

If according to the provision above a Fixing Date with respect to a Futures Contract is postponed for five Exchange Business Days and if on such fifth Exchange Business Day a Price Source Disruption or Trading Disruption occurs or is continuing with respect to the relevant Futures Contract and/or Commodity, then the Issuer shall estimate the Reference Price of the relevant Futures Contract in consideration of the prevailing market conditions at its reasonable discretion (§ 315 of the German Civil Code) which shall be notified by the Issuer in accordance with § 9.

"Futures Contract" means any or all, as the case may be, of the futures contracts on the relevant Commodities traded at the relevant Exchange, all as detailed in the following table:

Commodity	Price Quotation of the relevant Futures Contract	Exchange
Corn	U.S. cents per bushel	CBOT
Cotton ("Cotton")	U.S. Dollar per pound	ICE
Sugar No. 11	U.S. cents and hundredths of a U.S. cent per pound up to two decimal places	ICE

"GBP" means Pound Sterling.

"Hedging Disruption" means an event due to which the Issuer and/or its affiliates (§ 15 of the German Stock 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 concluded by it in its reasonable discretion (billiges Ermessen) (§ 315 German Civil Code (BGB)) for hedging measures in relation to the assumption and fulfilment of its obligations under the Warrants or (ii) to realise, regain or transfer the proceeds resulting from such transactions.

"Last Trading Day" means the date specified as such by the Exchange.

"Launch Date" means 2 February 2011.

"Material Change in Content" means the occurrence since the Launch Date of a material change in the content, composition or constitution of the relevant Futures Contract or the relevant 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 any Reference Price.

"Observation Date" means each of the dates specified as such in the table in § 3 paragraph 2, all subject to postponement in accordance with the provisions set out in the definition of "Fixing Date".

"Payment Business Day" means a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) in London are open and on which the Clearing System settles payments in GBP.

"Price Source" with respect to a Futures Contract means the relevant Exchange.

"Price Source Disruption" means (a) the failure of the Price Source to announce or publish any Reference Price (or the information necessary for determining any Reference Price); or (b) the temporary or permanent discontinuance or unavailability of the Price Source.

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"Reference Price" with respect to a Fixing Date and a Futures Contract means

• with respect to a Futures Contract (except Cotton): the closing settlement price of the relevant next-to-deliver Futures Contract as determined and published by the Exchange on the respective Fixing Date which, on such Fixing Date, has not yet reached or passed the earlier of (i) the Exchange Business Day preceding its First Notice Day or (ii) its Last Trading Day; and

• with respect to Cotton: the closing settlement price of the relevant next-to-deliver Futures Contract on Cotton as determined and published by the Exchange on the respective Fixing Date which, on such Fixing Date, has not yet reached or passed the earlier of (i) the Exchange Business Day preceding its First Notice Day or (ii) its Last Trading Day unless this is the Futures Contract on Cotton that expires in October in the relevant year in which case the Futures Contract on Cotton that expires in December of the same year shall be taken as reference.

"Settlement Date" means the fifth Payment Business Day following the Valuation Date (or, if the Valuation Date with respect to a Futures Contract is postponed in accordance with the provisions set out in the definition of "Fixing Date", the fifth Payment Business Day following the last of the dates so postponed).

"Strike Date" means 25 March 2011, subject to postponement in accordance with the provisions set out in the definition of "Fixing Date".

"Strike Price" with respect to a Futures Contract means the Reference Price of the relevant Futures Contract on the Strike Date.

"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 relevant 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 any Reference Price.

"Trading Disruption" means any suspension of or limitation imposed on trading in the relevant Futures Contract or the relevant Commodity on the Exchange or on any other exchange on which the relevant Futures Contract or the relevant Commodity are traded, 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 "Valuation Date" shall be the Exercise Date, subject to postponement in accordance with the provisions set out in the definition of "Fixing Date".

§ 3 OPTION RIGHT

1. The Warrants grant to the Warrantholder the right (the "Option Right"), to receive from the Issuer the payment of the Cash Amount in accordance with these Terms and Conditions.

Subject to the non-occurrence of a Knock-in Event (§ 3 paragraph 2), the "Cash Amount" shall be determined in accordance with the following provisions:

a) If on the Exercise Date the Reference Price of each Underlying is equal to or above 100% of the Strike Price, then the Cash Amount shall be GBP 600; or

b) In all other cases, the Warrants will expire worthless.

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1. A "Knock-in-Event" shall be deemed to have occurred on an Observation Date if on such Observation Date the Reference Price of each of the Underlyings is above 100% of the respective Strike Price.

If a Knock-in-Event has occurred, the Warrants will be redeemed on the applicable Knock-in Settlement Date at the applicable Knock-in Redemption Amount, all as specified in the following table:

Observation Date	Applicable Knock-in Settlement Date	Applicable Knock-in Redemption Amount
26 September 2011	03 October 2011	GBP1,000 + 1xGBP100 = GBP 1,100
26 March 2012	02 April 2012	GBP1,000 + 2xGBP100 = GBP 1,200
26 September 2012	03 October 2012	GBP1,000 + 3xGBP100 = GBP 1,300
26 March 2013	03 April 2013	GBP1,000 + 4xGBP100 = GBP 1,400
26 September 2013	03 October 2013	GBP1,000 + 5xGBP100 = GBP 1,500

1. Subject to the non-occurrence of a Knock-in Event, the Option Right shall be deemed to be automatically exercised on the Exercise Date.

2. The Issuer shall pay the Cash Amount to the Warrantholders not later than on the Settlement Date to the Clearing System for crediting the accounts of the depositors of the Warrants with the Clearing System.

§ 4

ADJUSTMENTS, TERMINATION RIGHT OF THE ISSUER

1. If in the opinion of the Issuer an Extraordinary Event has occurred, the Issuer is entitled to either (i) make adjustments to the Terms and Conditions taking into consideration the provisions set forth hereinafter, or (ii) to (instead of an adjustment) terminate and redeem the Warrants prematurely by giving notice in accordance with § 9. In making adjustments to the Terms and Conditions, the Issuer is entitled, but not obligated, to take into consideration the adjustments made to the relevant Futures Contract and/or Commodity on the Exchange. If the Issuer makes adjustments without taking into consideration the manner in which adjustments are or would be made by the Exchange, the Issuer shall make the adjustments in its reasonable discretion (billiges Ermessen) (§ 315 of the German Civil Code). Any of the before-mentioned adjustments may, among others, relate to the Strike Price and may result in the relevant Futures Contract and/or Commodity being replaced by another commodity, other futures contracts, a basket of futures contracts and/or cash, and another exchange being determined as the Exchange.

However, the Issuer is not obligated to make an adjustment and it is also entitled to make other adjustments taking into consideration the before-mentioned principles.

1. Adjustments take effect as from the date determined by the Issuer, provided that (in case 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 on the Exchange. Adjustments as well as the effective date shall be notified by the Issuer in accordance with § 9.

2. In the case of an termination of the Warrants pursuant to paragraph 1, the Warrants shall be redeemed on the Termination Date at the termination amount (the "Termination Amount") which shall be calculated by the Issuer in its reasonable discretion (§ 315 German Civil Code (BGB) by taking into account applicable market conditions and any proceeds realised by the Issuer in connection with transactions concluded by it in its reasonable discretion (§ 315 German Civil Code (BGB)) for hedging measures in relation to the assumption and fulfilment of its obligations under the Warrants (the "Hedging Transactions"). When determining the Termination Amount, the Issuer may take into account expenses for transactions that were required for winding up the Hedging Transactions in the Issuer's reasonable discretion (§ 315 German Civil Code (BGB)) as

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deductible items. The rights arising from the Warrants will terminate upon the payment of the Termination Amount.

§ 5 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.

Please note that the tax treatment of the Warrantholders will depend on the individual circumstances of each Warrantholder and may be subject to change in future.

§ 7 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).

§ 6 WARRANT AGENT

1. Commerzbank Aktiengesellschaft, main office, Kaiserstraße 16 (Kaiserplatz), 60311 Frankfurt am Main, Federal Republic of Germany, shall be the Warrant Agent (the "Warrant Agent").

2. The Issuer shall procure that there will at all times be a Warrant Agent. The Issuer shall be entitled at any time to appoint another bank of international standing as Warrant Agent. Such appointment and the effective date shall be notified in accordance with § 9.

3. The Warrant Agent acting in such capacity act only as agents of the Issuer. There is no agency or fiduciary relationship between the Warrant Agent on the one hand and the Warrantholders on the other hand. The Warrant Agent is hereby granted exemption from the restrictions of § 181 of the German Civil Code (BGB) and any similar restrictions of the applicable laws of any other country.

§ 8 SUBSTITUTION OF THE ISSUER

1. Any other company may assume at any time during the life of the Warrants, subject to paragraph 2, without the Warrantholders' consent all the obligations of the Issuer under these Terms and Conditions. Any such substitution and the effective date shall be notified by the Issuer in accordance with § 9.

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 these Terms and Conditions with the same effect as if the New Issuer had been named as the Issuer herein; the Issuer (and, in the 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 to the Issuer shall from then on be deemed to refer to the New Issuer.

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1. No such assumption shall be permitted unless

a) the New Issuer has agreed to assume all obligations of the Issuer under the Warrants pursuant to these Terms and Conditions;

b) the New Issuer has agreed to indemnify and hold harmless each Warrantholder against any tax, duty, assessment or governmental charge imposed on such Warrantholder in respect of such substitution;

c) the Issuer (in this capacity referred to as the "Guarantor") has unconditionally and irrevocably guaranteed to the Warrantholders compliance by the New Issuer with all obligations under the Warrants pursuant to these Terms and Conditions;

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.

1. Upon any substitution of the Issuer for a New Issuer, this § 8 shall apply again.

§ 9 NOTICES

Unless these Terms and Conditions expressly provide for publication on the Issuer's internet page, any notices relating to the Warrants shall be published in the electronic version of the Federal Gazette (Bundesanzeiger) and, where required by law, in one supra-regional mandatory publication for each of the stock exchanges on which the Warrants are admitted to be traded. Any such notice shall be deemed to have been given on the day of its publication (or, in the case of several notices, on the first day of such publication).

§ 10 LIMITATION OF LIABILITY

The Issuer shall be held responsible for acting or failing to act in connection with the Warrants only if, and insofar as, it either breaches material obligations under or in connection with the Terms and Conditions of the Warrants negligently or wilfully or breaches other obligations with gross negligence or wilfully. The same applies to the Warrant Agent.

§ 11 FINAL CLAUSES

1. The Warrants and the rights and duties of the Warrantholders, the Issuer, the Warrant Agent and the Guarantor (if any) shall in all respects be governed by the laws of the Federal Republic of Germany.

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 Warrantholders. The declaration of rescission shall be made without undue delay upon becoming aware of any such ground for rescission (Anfechtungsgrund) and in accordance with § 9. Following a declaration of rescission by the Issuer, the Warrantholder is entitled to request repayment of the Issue Price by delivery of a duly completed redemption notice to the Warrant Agent on the form available at the Warrant Agent or by providing all information and statements requested therein (the "Redemption Notice") and by transfer of the Warrants to the account of the Warrant Agent with the Clearing System. The Issuer shall make available the Issue Price to the Warrant Agent within 7 (seven) calendar days following receipt of the Redemption Notice and of the Warrants by the Warrant Agent, whichever receipt is later, whereupon the Warrant Agent shall transfer the

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Issue Price to the account specified in the Redemption Notice. Upon payment of the Issue Price all rights under the Warrants delivered shall expire.

1. The Issuer may combine the declaration of rescission pursuant to paragraph 2 with an offer to continue the Warrants on the basis of corrected Terms and Conditions. Such an offer and the corrected provisions shall be notified to the Warrantholders together with the declaration of rescission in accordance with § 9. Any such offer shall be deemed to be accepted by a Warrantholder (and the rescission shall not take effect), unless the Warrantholder requests repayment of the Issue Price within four weeks following the date on which the offer has become effective in accordance with § 9 by delivery of a duly completed Redemption Notice to the Warrant Agent and by transfer of the Warrants to the account of the Warrant Agent with the Clearing System pursuant to paragraph 2. The Issuer shall refer to this effect in the notification.

2. "Issue Price" within the meaning of paragraphs 2 and 3 shall be the actual purchase price paid at the time of the first purchase of the Warrants delivered for repayment.

3. Contradictory or incomplete provisions in the Terms and Conditions may be corrected or amended, as the case may be, by the Issuer in its reasonable discretion (billiges Ermessen) (§ 315 of the German Civil Code (BGB)). The Issuer, however, shall only be entitled to make such corrections or amendments which are reasonably acceptable to the Warrantholders having regard to the interests of the Issuer and in particular which do not materially adversely affect the legal or financial situation of the Warrantholders. Notice of any such correction or amendment shall be given to the Warrantholders in accordance with § 9.

4. If the Warrantholder was aware of typing or calculation errors or similar errors at the time of the acquisition of the Warrants, then, notwithstanding paragraphs 2 to 5, the Warrantholders can be bound by the Issuer to the corrected Terms and Conditions.

5. Place of performance is Frankfurt am Main.

6. Place of jurisdiction for all disputes and other proceedings in connection with the Warrants 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.

Frankfurt am Main, 24 March 2011

COMMERZBANK
AKTIENGESELLSCHAFT