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«Disposizioni della Borsa Strumenti finanziari: Equity Protection Certificates linked to 8 Shares Emittente: BAYERISCHE HYPO- UND VEREINSBANK Rating ...»

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[(4)/(5)] Delivery of Reference Assets and payment of any Supplemental Cash Amount shall be made within [five] [•] Banking Days after the [Valuation Date][Observation Date [•]] [Maturity Date] (the "Delivery Period") to the Clearing System for credit to the accounts of the relevant depository banks of the Certificate Holders. All costs, incl. possible custody fees, exchange turnover taxes, stamp taxes or transaction fees, other taxes or levies (together the "Delivery Costs"), incurred as a result of the delivery of the Reference Assets, shall be borne by the respective Certificate Holder. According to the provisions of these Terms and Conditions, the Reference Assets shall be delivered at the Certificate Holder’s own risk. If the due date of any delivery or payment is not a Banking Day, such delivery or payment shall be made on the next following Banking Day. Such delay will not constitute any entitlement to interest or other payments. The Issuer shall not be obligated to forward to the Certificate Holders any notifications or documents of [the issuer of the Reference Asset] [•] that were provided to the Issuer prior to such delivery of Reference Assets, even if such notifications or other documents refer to events that occurred after delivery of the Reference Assets. During the Delivery Period the Issuer shall not be obligated to exercise any rights under the Reference Assets. The Issuer shall be entitled to claims in Reference Assets that exist prior to or on the Maturity Date, provided that the day, on which the Reference Assets are traded for the first time on the [Relevant Exchange] [•] "ex" such claim, falls on the Certificate’s [Valuation Date][Observation Date [•]] [Maturity Date] or prior to such [Valuation Date] [Maturity Date].

[(5)/(6)] If, in the opinion of the Calculation Agent, an event outside of the Issuer’s control, which results in the Issuer not being able, in good faith, to deliver the Reference Assets pursuant to the Terms and Conditions (a "Transaction Disturbance") and this Transaction Disturbance has occurred prior to delivery of the Reference Assets and continues to exist on the [Valuation Date][Observation Date [•]] [Maturity Date], then the first day of the Delivery Period shall be postponed to the next Banking Day, on which no Transaction Disturbance exists. The Certificate Holders shall be notified pursuant to § 13. The Certificate Holders shall not be entitled to interest payment or other amounts, if a delay in the delivery of Reference Assets occurs in accordance with this paragraph, and the Issuer shall not be liable in this respect. In the event of a Transaction Disturbance at the discretion of the Calculation Agent and the Issuer the Certificates may be redeemed at the Cash Value of the Redemption Price. The "Cash Value of the Redemption Price" is an amount determined by the Calculation Agent in its reasonable discretion on the basis of the stock exchange or market price of the Reference Assets on the [Valuation Date][Observation Date [•]] or, should such stock exchange or market prices not be available, the volume weighted average of the stock exchange or market prices in a representative period of time or, should such volume weighted average not be available, an amount determined by the Calculation Agent in its sole discretion.

§9 (Prinicpal Paying Agent, Calculation Agent, Paying Agent) (1) The Principal Paying Agent is [Bayerische Hypo- und Vereinsbank AG, Munich][•] (the "Principal Paying Agent"). The Principal Paying Agent, by giving notice pursuant to § 13, may appoint other or additional banks as paying agents (each a "Paying Agent") and may revoke the appointment of a particular Paying Agent.

(2) The Calculation Agent is [Bayerische Hypo- und Vereinsbank AG, Munich] [specify other entity appointed as Calculation Agent] (the "Calculation Agent").

(3) Should any circumstances arise that lead to the Principal Paying Agent or Calculation Agent no longer being able to act as Principal Paying Agent or Calculation Agent, the Issuer is The default rate of interest established by law pursuant to §§ 288. para. 1, 247 para. 1 BGB is five percentage points above the basic rate of interest published by the German Central Bank (Deutsche Bundesbank) from time to time.

thereupon authorized to appoint another bank of international standing as Principal Paying Agent or another person or institution with the relevant expertise as Calculation Agent. The Issuer shall promptly give notice pursuant to § 13 of the appointment of another Principal Paying Agent and/or Calculation Agent.

(4) The Principal Paying Agent [, the Paying Agent] and the Calculation Agent shall be liable for issuing, not issuing or accepting statements or acting or not acting, only if they have affected the diligence of a scrupulous merchant.

(5) The calculations and regulations of the Calculation Agent including the calculation of the Redemption Amount [, ][and][the Additional Amount][, ][and][the Early Redemption Amount][and the Ratio] in accordance with § 4 as well as the regulations and adjustments pursuant to § 6 and § 7 shall (provided no obvious error is present) be final and binding for all parties. The Calculation Agent shall not be responsible for other errors or bona fide omissions that occur during calculation of amounts or determinations of any nature pursuant to these Terms and Conditions of the Certificates.





§ 10 (Taxes) [in the case of Certificates with a "Gross Up", insert:

(1) All payments of principal and interest in respect of the Certificates shall be made without withholding or deduction for or on account of any present or future taxes or duties or governmental fees of any nature whatsoever imposed or levied by, in or for the account of the Federal Republic of Germany [in the case of Certificates issued by a foreign branch insert: or by or in [insert state/country, in which such branch is located] or any political subdivisions or any authority thereof or therein having power to tax (collectively, "Withholding Taxes"), unless such withholding or deduction is required by law. In such event, the Issuer shall pay such additional amounts of principal and interest as shall be necessary, in order that the net amounts received by the Certificate Holders, after such withholding or deduction shall equal the respective amounts of principal and interest, which would otherwise have been receivable in the absence of such withholding or deduction. But no such additional amounts shall be payable on account of any taxes or duties, which (a) are payable otherwise than by deduction or withholding from payments of principal or interest, or (b) are payable by reason of the Certificate Holder having, or having had, some personal or business connection with the Federal Republic of Germany [in case of the Certificates issued by a foreign branch, insert or [insert state/country, in which such branch is located]] and not merely by reason of the fact that payments in respect of the Certificates are, or for purpose of taxation are deemed to be, derived from sources in, or are secured in the Federal Republic of Germany, or (c) are payable by reason of a change in law that becomes effective more than 30 days after the relevant payment of principal or interest becomes due, or is duly provided for and notice thereof is published in accordance with § 13, whichever occurs later, or (d) are deducted or withheld by a Paying Agent from a payment if the payment could have been made by another Paying Agent without such deduction or withholding, or (e) would not be payable if the Certificates had been kept in safe custody, and the payments had been collected, by a banking institution, or (f) are deducted or withheld from a payment to an individual if such deduction or withholding is required to be made pursuant to the European Union Directive on taxation of savings income or any law implementing or complying with, or introduced in order to conform to, such Directive or law, or (g) would not be payable if the Certificate Holder makes a declaration of non-residence of other similar claim for exemption to the relevant tax authorities or complies with any reasonable certification documentation, information or other reporting requirement.

(2) If, as a result of any change in, or amendment to, the laws or regulations prevailing in the Federal Republic of Germany [in the case of Certificates issued by a foreign branch insert: or in [insert state/country, in which such branch is located]] or as a result of any change in the application of official interpretation of such laws or regulations, which change becomes effective on or after the Issue Date or, if the Certificates comprise more than one Tranche, the Issue Date of the first Tranche, Withholding Taxes are or will be leviable on payments of principal or interest in respect of the Certificates and, whether by reason of the obligation to pay additional amounts pursuant to paragraph (1) or otherwise, such Withholding Taxes are to be borne by the Issuer, the Issuer may redeem all unpaid Certificates in whole, but not in part, at any time on giving not less than 30 days notice, at their [Cancellation Amount (as defined in § 6)][market value], together with interest accrued to (but excluding) the date fixed for their redemption. But no such notice of redemption shall be given earlier than 90 days prior to the earliest date, on which the Issuer would be obliged to withhold or pay Withholding Taxes, were a payment in respect of the Certificates then made.

(3) Any such notice shall be given pursuant to § 13. It shall be irrevocable, must specify the date fixed for redemption and must set forth a statement in summary form of the facts constituting the basis for the right so to redeem.

[In the case of Certificates with physical delivery, insert:

(4) The delivery of Reference Assets in respect of the Certificates shall only be made after 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. The Issuer shall account for the deducted or withheld taxes with the competent government agencies.]] [in the case of Certificates with no "Gross Up", insert:

Payments [in case of delivery of Reference Assets, insert: or, as the case may be, delivery of Reference Assets] in respect of the Certificates shall only be made after 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. The Issuer shall account for the deducted or withheld Taxes with the competent government agencies.]

–  –  –

§ 12 (Substitution of Issuer) (1) Assuming there is no delay in payment of the Certificates, the Issuer may at any time, without approval of the Certificate Holders, put an Affiliated Company in its place as primary obligor on all obligations of the Issuer arising under the Certificates (the "New Issuer"), to the extent that (a) the New Issuer assumes all obligations of the Issuer arising under the Certificates;

(b) the Issuer and the New Issuer have obtained all required approvals and are able to transfer the payment obligations arising under these Certificates in the currency hereby required to the primary Paying Agent, without the need for retention of any taxes or charges collected by or in the country in which the New Issuer or the Issuer has its head quarter or in which it is considered a resident for tax purposes;

(c) the New Issuer has undertaken to indemnify all Certificate Holders for any taxes, charges or other public charges that are imposed on the Certificate Holders by reason of the substitution;

(d) the Issuer guarantees proper payment of the amounts coming due under the Terms and Conditions of these Certificates[.][;] [In case of collateralised Certificates insert:

(e) the New Issuer assumes all rights and obligations arising under the Collateral Trust Agreement entered into by the Collateral Trustee and the Issuer.] For purposes of this § 12 "Affiliated Company" means an Affiliated Company within the meaning of Section 15 of the Stock Corporation Act.

(2) Such substitution of the Issuer is to be announced in accordance with § 13.

(3) In the event of such substitution of the Issuer, every reference to the Issuer herein shall be deemed to refer to the New Issuer. Furthermore, every reference to the country, in which the Issuer has its head quarter or in which it is considered a resident for tax purposes shall refer to the country, in which the New Issuer has its head quarter.

[In case of a listing at the Borsa Italiana S.p.A., insert:

(4) The Issuer irrevocably and implicitly guarantees the hereby resulting liabilities of the New Issuer.] § 13 (Notices) [Notices shall be published with the requirements of the Stock Exchanges, on which the Certificates are listed or traded.] [(1) All notices related to the Certificates shall be published [if Germany is the home Member State insert: in the electronic Federal Gazette (elektronischer Bundesanzeiger)][.][and] [if the publication is legally required to be made additionally in a newspaper authorised by the stock exchanges in Germany, insert:, to the extent legally required in one newspaper authorised by the stock exchanges in Germany (Börsenpflichtblatt). This newspaper is expected to be the Börsen-Zeitung.] [if the publication is legally required to be made additionally in a newspaper authorised by the stock exchanges in Luxembourg, insert: to the extent legally required in one newspaper authorised by the stock exchanges in Luxembourg. This newspaper is expected to be the ["Luxemburger Wort".]["Tageblatt".] [insert other applicable newspaper.] [[and][or on the internet page of the Luxembourg Stock Exchange (www.bourse.lu)] [•]. Any such Notice shall be effective as of the publishing date (or, in the case of several publications as of the date of the first such publication).



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