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«Disposizioni della Borsa Strumenti finanziari: Bonus CAP Certificates linked to 7 shares Emittente: BAYERISCHE HYPO- UND VEREINSBANK Rating ...»

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[with respect to certificates as Basket Component the following provisions shall apply:] [(1)][(2)] The Calculation Agent shall be authorised, in its reasonable discretion, to adjust the method for the determination of the Redemption Amount [and] [,] [the Additional Amount] [and] [,] [the Ratio] [and the Early Redemption Amount] upon the occurrence of any of the following

events:

(a) the issuer of the certificate who has issued the [Reference Asset] [respective Basket Component] or a third party takes a measure, which would in the reasonable discretion of the Calculation Agent, affect the [Reference Asset] [respective Basket Component] (e.g. termination or repurchase of the [Reference Asset] [respective Basket Component] by its respective issuer or any adjustments made to the [Reference Asset] [respective Basket Component] by its issuer in accordance with the terms and conditions of such [Reference Asset] [Basket Component])[insert other adjustment event], or (b) the Determining Futures Exchange performs an early termination of the respective derivatives outstanding on the underlying of the [Reference Asset] [respective Basket Component], or (c) the Determining Futures Exchange performs an adjustment to the respective derivatives outstanding on the underlying of the [Reference Asset] [respective Basket Component].

When determining the necessity of an adjustment, the Calculation Agent will use reasonable endeavours as to ensure that the economic position of the Certificate Holders remains unchanged to the largest extent possible. Any adjustment will be made by the Calculation Agent taking into account the time to maturity of the Certificates (if applicable) and the latest available price for the [Reference Asset] [respective Basket Component]. The adjusted method to determine the Redemption Amount and the time of its initial application shall be published in due course in accordance with § 13.

[(2)][(3)] Should (a) the quotation of the [Reference Asset] [respective Basket Component] at the Relevant Exchange or, as the case may be, the Determining Futures Exchange be finally discontinued and no Substitute Stock Exchange or Substitute Futures Exchange could be determined, or (b) the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the relevant measure of the issuer, who has issued the [Reference Asset] [respective Basket Component] or the relevant third party, or (c) the [Reference Asset] [respective Basket Component] become due prior to its scheduled maturity upon the occurrence of an event of default (as determined in accordance with the terms and conditions of the [Reference Asset] [respective Basket Component]), the Issuer is entitled to terminate the Certificates early by giving notice pursuant to § 13.

Such termination shall become effective at the time of the announcement pursuant to § 13.

In that case, the Calculation Agent shall within [●] [Banking Day[s]][Calculation Date[s]] before the day of early repayment [after having consulted an independent expert named by the Calculation Agent] determine[ and publish] the reasonable market value of the Certificates (the "Cancellation Amount").

The Cancellation Amount will be paid within [five] [●] Banking Days after its determination to the Clearing System with the instruction for immediate forwarding to the Certificate Holders.] [insert other method to determine adjustments and early termination]] [in case of a floating interest rate as Reference Asset or Basket Component:

[With respect to interest rates as Basket Component the following provisions shall apply:] [(2)] [If the Screen Page for the [Reference Asset] [respective Basket Component] at the Relevant Time is not available or if the Reference Price [R] for the [Reference Asset] [respective Basket Component] is not displayed on the Screen Page, the Reference Price [R] shall be the [●]rate (expressed as a percentage per annum.) as displayed on the corresponding page of another financial information service. If such Screen Page is no longer displayed in one of the other information service, the Calculation Agent is entitled to specify a [●]rate (expressed as a percentage per annum) calculated on the basis of the standard market practices applicable at that time as the Reference Price [R]. In this case the Calculation Agent is entitled but not obliged to request from reference banks their respective quotes for the [●]rate corresponding to the [Reference Asset] [respective Basket Component] (expressed as a percentage rate per annum.) at the Relevant Time on the Calculation Date concerned. If at least [two] [●] of the reference banks have provided a corresponding quote to the Issuer, the Reference Price [R] may be determined using the arithmetic average calculated by the Issuer (if necessary rounded to the nearest one thousandth of a percent) of the quotes specified by these reference banks.] [Insert other method to determine relevant interest rate if Screen Page is not available]] §7 [In case of an interest rate as Reference Asset or Basket Component:

(Intentionally left out)] [Otherwise:

(Market Disruptions) (1) If a Market Disruption occurs on [the] [a] [Valuation Date][Observation Date [•]] [with respect to one or more Basket Components], the [respective] [Valuation Date][Observation Date [•]] [with respect to [the] relevant Basket Component[s]] [with respect to all Basket Components] will be postponed to the next following [Calculation Date] [Banking Day] on which the Market Disruption no longer exists. [Any payment date relating to such [Valuation Date][Observation Date [•]] shall be postponed accordingly if applicable.] (2) Should the Market Disruption continue for more than [30] [•] consecutive [Calculation Dates] [Banking Days], the Issuer, in its sole and absolute discretion shall determine, or cause the Calculation Agent to determine, the Reference Price [R][•] [of the Basket Components affected by the Market Disruption]. The Reference Price [R] required for the determination of the [Redemption Amount][Additional Amount][Early Redemption Amount] shall be determined [in accordance with prevailing market conditions around [10:00 a.m. (Munich local time)] [•] on this [thirty-first] [•] day] [on the basis of the last such Reference Price [R] [of the Basket Component(s) affected by the Market Disruption] immediately prior to the occurrence of the Market Disruption available to the Issuer or the Calculation Agent], taking into account the economic position of the Certificate Holders.





[Insert only, if a Determining Futures Exchange is specified or applicable: However, if within these [30] [•] [Calculation Dates] [Banking Days] comparable Derivatives expire and are paid on the Determining Futures Exchange, the settlement price established by the Determining Futures Exchange for the comparable Derivatives will be taken into account in calculating the Redemption Amount. In that case, the expiration date for comparable Derivatives will be taken as the [relevant] [Valuation Date][Observation Date].] [Insert other proceedings in case of Market Disruptions] (3) "Market Disruption" means:

[in case of a share, a bond or a certificate as Reference Asset or Basket Component:

[with respect to [shares] [or] [bonds] [or] [certificates] as Basket Component[s]] [(a) the suspension or restriction of trading in [the Reference Asset] [one or more of the Basket Components] on the Relevant Exchange, [or] (b) in general the suspension or restriction of trading in a Derivative linked to [the Reference Asset] [one or more of the Basket Components] on the Determining Futures Exchange, [or] [only if a bond or another non-listed security is the relevant Reference Asset

or Basket Component:

(c) the determination by the Calculation Agent in its absolute discretion that no inter bank offered price or value is available, [or]] [•] [insert other method/s to determine a Market Disruption] [to the extent that the Market Disruption occurs during the last half hour prior to the normal calculation of the closing price of the [Reference Asset] [relevant Basket Component] and continues at the point of time of the normal calculation, and is material in the opinion of the Issuer.] [A restriction of the trading hours or the number of days on which trading takes place on the Relevant Exchange, or, as the case may be, on the Determining Futures Exchange, shall not constitute a Market Disruption provided that the restriction is due to a prior announced change in the rules of the Relevant Exchange or, as the case may be, of the Determining Futures Exchange.]]] [in case of an index being the Reference Asset or a Basket Component:

[with respect to indices as Basket Components] [(a) in general the suspension or restriction of trading on the exchanges or the markets on which the securities that form the basis of the [Reference Asset] [respective Basket Component] are listed or traded, or on the respective Futures Exchanges on which Derivatives on the Reference Asset are listed or traded.

(b) in relation to individual securities which form the basis of the [Reference Asset][respective Basket Component[s]], the suspension or restriction of trading on the exchanges or the markets on which such securities are traded or on the respective Futures Exchanges on which Derivatives in such securities are traded, [or] (c) the suspension of or failure to calculate [the Reference Asset] [a Basket Component] or the non-publication of the calculation as a result of a decision [by the Index Sponsor][Index Calculation Agent], [or] [•] [Insert other method/s to determine a Market Disruption] [to the extent that such Market Disruption occurs during the last half hour prior to the normal calculation of the closing price of the [Reference Asset] [relevant Basket Component] and continues at the point of time of the normal calculation and is material in the opinion of the Issuer.] [A restriction of the trading hours or the number of days on which trading takes place on the Relevant Exchange, or, as the case may be, on the Determining Futures Exchange shall not constitute a Market Disruption provided that the restriction is due to a prior announced change in the rules of the Relevant Exchange or, as the case may be, on the Determining Futures Exchange.]]] [in case of a commodity as Reference Asset or Basket Component:

[with respect to commodities as Basket Components] [(a) the suspension or the restriction of trading or the price determination relating to [the Reference Asset] [a Basket Component] on the Reference Market, (b) the suspension or restriction of trading in a Derivative linked to [the Reference Asset] [a Basket Component] on the Determining Futures Exchange, [or] (c) the significant change in the method of price determination or in the trading conditions relating to [the Reference Assets] [a Basket Component] on the Reference Market (e.g. in terms of the composition, the quantity or the currency relating to [the Reference Asset] [the respective Basket Component[.][, or] [•] [insert other method to determine a Market Disruption] [Any restriction of the trading hours or the number of calculation days on the Relevant Reference Market shall not constitute a Market Disruption provided that the restriction is due to a previously announced change in the rules of the Relevant Reference Market.]] [in case of a currency exchange rate as Reference Asset or Basket Component:

[with respect to currency exchange rates as Basket Components] [(a) the failure to publish the exchange rate for the [Reference Asset] [respective Basket Component] by the Fixing Sponsor, (b) the suspension or restriction in foreign exchange trading for at least one of the two curren-cies quoted as a part of [the Reference Asset] [a Basket Component] (including options or futures contracts) or the restriction of the convertibility of the currencies quoted in such exchange rate or the effective impossibility of obtaining a quotation of such exchange rate, [or] (c) any other events the commercial effects of which are similar to the events listed above, [or] [•] [insert other method to determine a Market Disruption] as far as the above-mentioned events in the opinion of the Calculation Agent are material.]] [in case of a future contract as Reference Asset or Basket Component:

[with respect to future contracts as Basket Components] [(a) the suspension or the restriction of trading relating to [the Reference Asset] [a Basket Component] imposed by or pursuant to the rules of the Reference Market, (b) in general the suspension or the restriction of trading by the Reference Market, [or] (c) the significant change in the method of price determination or in the trading conditions relating to the [Reference Asset] [respective Basket Component] by the Reference Market (e.g. in terms of the composition, the quantity or the currency relating to the underlying of the [Reference Asset][Basket Component])[.][, or] [•] [insert other method to determine a Market Disruption] [A restriction of the trading hours or the number of calculation days on the Reference Market shall not constitute a Market Disruption provided that the restriction is due to a prior announced change in the rules of the relevant Reference Market.]] [in case of a fund share as Reference Asset or Basket Component:



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