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

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(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).

(2) The Issuer shall be entitled to replace a newspaper publication according to paragraph (1) by a notice to the Clearing System for distribution to the Certificate Holders, provided that in cases, in which the Certificates are listed on a Stock Exchange, the regulations of such Stock Exchange permit this type of notice. Any such notice shall be deemed as having been conveyed to the Certificate Holders as of the seventh day after the date of the notice to the Clearing System. [In the case of Certificates, which are listed at the Luxembourg Stock Exchange, insert: As long as any Certificates are listed at the Luxembourg Stock Exchange and the rules of this Stock Exchange so require, all notices with regard to the Certificates shall be published pursuant to paragraph (1).]] [(3)] [If the Certificates are traded on the Italian regulated markets of Borsa Italiana S.p.A. and so long as the applicable rules so require, all notices to the Certificate Holders shall be valid if published by Borsa Italiana S.p.A. All notices to the Certificate Holders shall also be published by the Calculation Agent on the website www.tradinglab.it. In the case the notices have been published both by Borsa Italiana S.p.A. and the Calculation Agent, such notices will be considered valid from the date of publication of Borsa Italiana S.p.A.. [The Issuer shall also ensure that notices are duly published in a manner that complies with the rules and regulations of any stock exchange and/or markets and/or alternative trading system or multilateral trading facility on which the Certificates are for the time being listed.]] [insert other method of notification, if any] [In case of collateralised Certificates insert, if applicable:

[([•])] All notices to be made by the Collateral Trustee shall be [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.] 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).] [made by means of Notice as defined in Clause 1 of the Collateral Trust Agreement.]] [Other means of making notices to be added; if applicable]

–  –  –

[In case of Certificates governed by German law:

(1) The form and content of the Certificates, as well as the rights and duties of the Issuer and the Certificate Holders, shall be determined in accordance with the law of the Federal Republic of Germany.

(2) The place of performance is [Munich], [•].

(3) To the extent permitted by law, all legal disputes arising from the matters governed by the terms and conditions of these Certificates shall be brought before the court in [Munich] [•].

[In case of Certificates governed by Italian law:

(1) The form and content of the Certificates, as well as the rights and duties of the Issuer and the Certificate Holders, shall be determined in accordance with the law of the Republic of Italy.

(2) The Issuer irrevocably agrees for the exclusive benefit of each Certificate Holder that the courts of Milan are to have jurisdiction to settle any disputes which may arise out or in connection with the Certificates and that accordingly any proceedings arising out of or in connection with the Certificates may be brought in such courts, [or, where the holder of the Certificates falls within the definition of "consumer" pursuant to legislative decree no. 206 of 6 September 2005 in the courts where the holder of the Certificates has his residence or domicile].] [(3)/(4)] [The Terms and Conditions of these Certificates are written in the German language and provided with an [English] [Italian] language translation. The German text shall be controlling and binding. The [English] [Italian] language translation is provided for convenience only.] [The Terms and Conditions of these Certificates are written in the English language and provided with a [German] [Italian] language translation. The English text shall be controlling and binding. The [German] [Italian] language translation is provided for convenience only.] [In case of Certificates traded on the Italian regulated and unregulated markets with Monte

Titoli being the relevant clearing system:

–  –  –



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