# «Disposizioni della Borsa Strumenti finanziari: Discount Certificates linked to 2 indices Emittente: BAYERISCHE HYPO- UND VEREINSBANK Rating ...»

If the relevant Screen Page is not available in each case as at such time, or if, in the case of (a) above, no such quotation appears or, in the case of (b) above, fewer than three such offered quotations appear, the Calculation Agent shall request the [Euro-Zone] [insert other financial center] office of each of the Reference Banks to provide the Calculation Agent with its offered quotation for deposits in the Reference Currency for the relevant Interest Period in a representative amount to leading banks in the [Euro-Zone] [insert other financial center] interbank market at approximately [11:00] [•] [a.m.] ([Brussels] [insert other financial center] time) on the Interest Determination Date.

If two or more of the Reference Banks provide the Calculation Agent with such offered quotations, the Interest Rate for such Interest Period shall be the arithmetic mean (rounded, if necessary, to the nearest one [if the Reference Rate is EURIBOR, insert: thousandth of a percentage point, with 0.0005] [if the Reference Rate is not EURIBOR, insert: hundred thousandth of a percentage point, with 0.000005] being rounded upwards) of such offered quotations [if Margin insert: [plus] [minus] the Margin].

If on any Interest Determination Date only one or none of the Reference Banks provides the Calculation Agent with such offered quotations as provided in the preceding paragraph, the Interest Rate for the relevant Interest Period will be the arithmetic mean of the offered quotations (rounded, if necessary, to the nearest one [if the Reference Rate is EURIBOR, insert: thousandth of a percentage point, with 0.0005] [if the Reference Rate is not EURIBOR, insert: hundred thousandth of a percentage point, with 0.000005] being rounded upwards) of the rates, as communicated to (and at the request of) the Calculation Agent by the Reference Banks or any two or more of them, at which such banks were offered, as at approx. [11:00][•] [a.m.][p.m.] ([Brussels] [insert other financial center] time) on the relevant Interest Determination Date, deposits a representative amount in the Reference Currency for the relevant Interest Period by leading banks in the [Euro-Zone] [insert other financial center] interbank market [if Margin insert: [plus] [minus] the Margin]; or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered quotations, the Interest Rate for the relevant Interest Period shall be the offered quotations for deposits in the Reference Currency for the relevant Interest Period, or the arithmetic mean (rounded as provided above) of the offered quotations for deposits in the Reference Currency for the relevant Interest Period, at which, on the relevant Interest Determination Date, any one or more banks (which is or are in the opinion of the Calculation Agent and the Issuer suitable for such purpose) inform(s) the leading banks in the [Euro-Zone] [insert other financial center] interbank market (or, as the case may be, the quotations of such bank or banks to the Calculation Agent) [in the case of a Margin insert: [plus] [minus] the Margin].

If the Interest Rate cannot be determined in accordance with the foregoing provisions of this paragraph, the Interest Rate shall be the offered quotation or the arithmetic mean (rounded as provided above) of the offered quotations on the Screen Page on the last day preceding the Interest Determination Date, on which such quotations were offered [in the case of a Margin insert: [plus] [minus] the Margin] (though substituting, where a different Margin is to be applied to the relevant Interest Period from that, which applied to the last preceding Interest Period, the Margin relating to the relevant Interest Period in place of the Margin relating to the last preceding Interest Period)].

"Reference Banks" means in the above case (a) above, those banks, whose offered quotations were used to determine such quotation, when such quotation last appeared on the Screen Page and, in the case of (b) above, those banks, whose offered quotations last appeared on the Screen Page, when no fewer than three such offered quotations appeared.

[Insert names of the Reference Banks.]] "Euro-Zone" means the region of those member states of the European Union, which have or, respectively, will have, introduced a common currency pursuant to the Treaty establishing the European Union (signed in Rome on 25 March 1957), amended by the Treaty of the European Union (signed in Maastricht on 7 February 1992) and the Amsterdam Treaty of 2 October 1997, in its respective version.

[If another method of determination applies, insert relevant details in lieu of the provisions of this paragraph (2).] [In case of Reference Asset-linked Floating Interest Certificates insert:

(2) The interest rate for each Interest Period (the "Interest Rate") equals the percentage rate [determined by the Calculation Agent] pursuant to the following regulations: [●] ["Interest Determination Date [●]" means [the [•] [Banking Day] [Calculation Date] prior to the respective Interest Payment Date] [insert other provisions to determine the Interest Determination Date].] [The provisions for the determination of the Interest Rate may be subject to Market Disruptions and Adjustments in accordance with § 6 and § 7. Any reference in such provisions to the determination of the Redemption Amount shall be read as a reference to the determination of the Reference Asset-linked Interest Rate. The definitions of § 2 shall apply accordingly.] [In case of all Floating Rate Certificates insert:

(3) [If a Minimum Interest Rate applies, insert: If the Interest Rate in respect of any Interest Period determined in accordance with the above provisions is less than [insert Minimum Interest Rate], the Interest Rate for such Interest Period shall be [insert Minimum Interest Rate].] [If a Maximum Interest Rate applies, insert: If the Interest Rate in respect of any Interest Period determined in accordance with the above provisions is greater than [insert Maximum Interest Rate], the Interest Rate for such Interest Period shall be [insert Maximum Interest Rate].]] (4) The Calculation Agent will, on or as soon as practicable after each time, at which the Interest Rate is to be determined, determine the Interest Rate and calculate the amount of interest (the "Interest Amount") payable on the Certificates in respect of [each Certificate][the Principal Amount] [the outstanding Aggregate Principal Amount] for the relevant Interest Period. The Interest Amount shall be determined by applying the Interest Rate [and the Day Count Fraction] to [each Certificate] [the Aggregate Principal Amount of the Certificates].] (5) [The Calculation Agent][•] will arrange for the Interest Rate [and the Reference Interest Rate], each Interest Amount for the respective Interest Period, each Interest Period and the relevant Interest Payment Date to be notified to the Issuer, the Principal Paying Agent and every stock exchange, on which the Certificates are at that point of time admitted or traded and whose regulations require a notification of the stock exchange [and to the Certificate Holders in accordance with § 13] as soon as possible after their determination but in no event later than on the [forth][●] Banking Day following the Calculation Date. In the case of an extension or shortening of the Interest Period, the Interest Amount and Interest Payment Date so notified may subsequently be amended (or appropriate alternative arrangements made by way of adjustment). Any such adjustment will be promptly notified to any Stock Exchange, on which the Certificates are then admitted or traded and to the Certificate Holders in accordance with § 13.] (6) All certificates, communications, opinions, determinations, calculations, quotations and decisions given, expressed, made or obtained by the Calculation Agent shall (in the absence of manifest error) be binding on the Issuer, the Principal Paying Agent, the Paying Agent[s] and the Certificate Holders.] [In case of Zero Coupon Certificates:

(1) During their lifetime, there will be no periodic payments of interest on the Certificates.

(2) In case the Issuer does not redeem the Certificates at Maturity, Interest will accure at the default reate of interest established by law from the outstanding Aggregate Principal Amount of the Certificates from (and including) the Maturity Date to (but excluding) the day, on which principal and interest from in relation to the Certificates are made available to the Clearing System.] [In case of all Certificates with an Interest Rate and an applicable Day Count Fraction insert:

[●] "Day Count Fraction" means, in respect of the calculation of an amount of interest on any

**Certificate for any period of time (the "Calculation Period"):**

[In case of Actual / Actual (ICMA):

[if the Calculation Period is equal to or shorter than the Interest Period during which it falls (including in the case of short coupons) insert: the number of days in the Calculation Period divided by [in the case of Interest Periods of less than one year insert: the product of (1)] the number of days in the Interest Period in which the Calculation Period falls [in the case of Interest Periods of less than one year insert: and (2) the number of Interest Periods normally ending in any year].

[if the Calculation Period is longer than one Interest Period (long coupon) insert: the

**sum of:**

(a) the number of days in such Calculation Period falling in the Interest Period in which

**it begins divided by [in the case of Interest Periods of less than one year insert:**

** the product of (1)] the number of days in such Interest Period [in the case of Interest Periods of less than one year insert: and (2) the number of Interest Payment Dates that occur in one calendar year or that would occur in one calendar year if interest were payable in respect of the whole of such year; and (b) the number of days in such Calculation Period falling in the next Interest Period divided by [in the case of Interest Periods of less than one year insert: the product of (1)] the number of days in such Interest Period [in the case of Interest Periods of less than one year insert: and (2) the number of Interest Payment Dates that occur in one calendar year or that would occur in one calendar year if interest were payable in respect of the whole of such year].] [If Actual / 365 or Actual / Actual (ISDA) insert:**

** The actual number of days in the Calculation Period divided by 365 (or, if any portion of that Calculation Period falls in a leap year, the sum of (A) the actual number of days in that portion of the Calculation Period falling in a leap year divided by 366 and (B) the actual number of days in that portion of the Calculation Period falling in a non-leap year divided by 365).] [If Actual / 365 (Fixed) insert:**

** the actual number of days in the Calculation Period divided by 365.] [If Actual / 365 (Sterling) insert:**

** the actual number of days in the Calculation Period divided by 365 or, in the case of an Interest Payment Date falling in a leap year, 366.] [If Actual / 360 insert:**

** the actual number of days in the Calculation Period divided by 360.] [If 30/360 insert:**

The default rate of interest established by law pursuant to §§ 288. para. 1, 247 para. 1 BGB is five percentage points above the basis rate of interest published by the German Central Bank (Deutsche Bundesbank) from time to time.

** the number of days in the Calculation Period divided by 360, whereas the number of days being calculated on the basis of one year of 360 days with twelve 30-day months.] [If 30/360 or 360/360 or Bond Basis insert:**

** the number of days in the Calculation Period divided by 360, the number of days to be calculated on the basis of a year of 360 days with twelve 30-day months (unless (A) the last day of the Calculation Period is the 31st day of a month, but the first day of the Calculation Period is a day other than the 30th or the 31st day of a month; in which case the month that includes that last day shall not be considered to be shortened to a 30-day month; or (B) the last day of the Calculation Period is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month).] [If 30E/360 or Eurobond Basis insert:**

the number of days in the Calculation Period divided by 360 (the number of days to be calculated on the basis of a year of 360 days with twelve 30-day months, without regard to the first day or last day of the Calculation Period (unless, in the case of a Calculation Period ending on the Maturity Date, the Maturity Date is the last day of the month of February, in which case the month of February shall not be considered to be lengthened to a 30-day month).] ] [No interest calculation method applicable.] [In case of Certificates with an Additional Amount determined by reference to a Reference

**Asset:**

(1) Each Certificate Holder shall be entitled to payment of the Additional Amount on [each] [Additional Amount Payment Date.

"Additional Amount Payment Date" means: [insert Additional Amount Payment Date(s)].

(2) The "Additional Amount" shall be determined by the Calculation Agent [on the relevant Additional Amount [Valuation][Observation] Date] in accordance with the following [formula] [provisions]: [insert formula and/or provisions to determine the Additional Amount].] ["Additional Amount [Valuation][Observation] Date" means [the [•] [Banking Day] [Calculation Date] prior to the relevant Additional Amount Payment Date] [insert other provisions to determine the Additional Amount Valuation/Observation Date].] [(3) The provisions for the determination of the Additional Amount may be subject to Market Disruptions and Adjustments in accordance with § 6 and § 7. Any reference in such provisions to the determination of the Redemption Amount shall be read as a reference to the determination of the Additional Amount. The definitions of § 2 shall apply accordingly.] [If applicable, insert for all Certificates (including Certificates with Interest determined by

**reference to a Reference Asset):**