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COMMERZBANK AKTIENGESELLSCHAFT

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Risk Factors<br />

The purchase of Notes issued under the Programme is associated with certain risks. The information<br />

set forth below under "Risk Factors relating to the Notes" merely refers to principal risks in general<br />

related to an investment in the Notes. In respect of Notes which require in view of their specific<br />

structure a special description of risk factors, risk factors in addition to those set forth below will be<br />

described in the Final Terms relating to such Notes. Please refer to specific risk warnings and specific<br />

information on the Notes, if any, set out in the relevant Final Terms for further information relating to<br />

series specific risks arising from the relevant underlying. Investors should take into consideration the<br />

risks of an investment in the Notes set out below in addition to the other information contained in this<br />

Prospectus for their investment decision. In this respect, investors should, together with the other<br />

information on the Issuer and the Notes contained in this Prospectus, also consider the risks set out<br />

herein and in the Final Terms for their investment decision.<br />

The information set forth below under "Risk Factors relating to Commerzbank Aktiengesellschaft" is a<br />

disclosure of the principal risk factors that may affect the Issuer's ability to fulfil its obligations under<br />

the Notes.<br />

Prospective investors of the Notes offered hereby should consider their current financial<br />

circumstances and investment objectives and always consult their own financial, legal and tax<br />

advisers with regard to the suitability of such Notes in light of their personal circumstances before<br />

acquiring such Notes.<br />

Should one or several of the following risks occur, this could lead to a material decline in the<br />

price of the Notes or, in the worst-case scenario, to a total loss of interest and of the capital<br />

invested by the investors.<br />

An investment in the Notes might not be suitable for investors who have insufficient<br />

knowledge of the finance sector. An investment in the Notes requires exact knowledge of the<br />

respective transaction. Investors should have reasonable knowledge of and experience in<br />

financial and business matters and be experienced with investments in Notes linked to certain<br />

events relating to the creditworthiness of one or more Reference Entities and the Reference<br />

Underlyings, if applicable and know the associated risks.<br />

Expressions defined or used in the Terms and Conditions or elsewhere in the Prospectus shall<br />

have the same meaning in this section "Risk Factors".<br />

Risk Factors relating to the Notes<br />

Risk Factors relating to the Credit Linkage of the Notes<br />

The Notes to be issued are linked to the occurrence of one or more Credit Events and may be also<br />

linked to Trigger Events (Credit Event and Trigger Event together, the "Credit Linkage Events") with<br />

respect to the creditworthiness of one or more Reference Entities, as the case may be. In case of<br />

Notes with a credit linkage to a portfolio of Reference Entities, the Final Terms may stipulate different<br />

weightings or weighting amounts with respect to each Reference Entity which may increase or<br />

mitigate the effects of Credit Linkage Events depending on the weighting of the affected Reference<br />

Entity within the portfolio.<br />

A Reference Entity is a private sector or public sector entity (e.g. a sovereign state), as specified in the<br />

Final Terms.<br />

A Credit Event occurs if during the relevant Observation Period certain circumstances occur having<br />

economically adverse effects on a Reference Entity, in particular Bankruptcy, Failure to Pay,<br />

Restructuring, Obligation Acceleration, Repudiation/Moratorium as specified in the Final Terms.<br />

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