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

[The Calculation of interest shall be made on the basis of the Day Count Fraction (as defined below).] [The first payment of interest will be made on [insert first Interest Payment Date] [if Interest Commencement Date is not a regular Interest Payment Date insert: and will amount to [insert initial Broken Amount (if applicable for each Certificate] for the [Principal Amount][ Aggregate Principal Amount].] [If the final Interest Payment Date is not a regular Interest Payment Date insert: Interest in respect of the period from [(and including)][(but excluding)] [insert Interest Payment Date preceding the final Interest Payment Date] to [(and including)][(but excluding)] the [Valuation Date][Observation Date [•]][Maturity Date][specify other date] will amount to [insert final Broken Amount (possibly for each Certificate)] for the [Principal Amount][ Aggregate Principal Amount].] ["Interest Period" means each period from [(and including)][(but excluding)] the Interest Commencement Date to [(and including)][(but excluding)] the first Interest Payment Date and from [(and including)][(but excluding)] each Interest Payment Date to [(and including)][(but excluding)] the respective following Interest Payment Date.] [In the case of a short first or last coupon insert: For the purposes of determining the relevant Interest Period only, [insert deemed Interest Payment Date] shall be deemed to be an Interest Payment Date.] [In the case of a long first or last coupon insert: [For the purposes of determining the relevant Interest Period only, [insert deemed Interest Payment Dates] shall each be deemed to be an Interest Payment Date]][ For the purposes of determining the relevant Interest Period only, [•] shall each be deemed to be no Interest Payment Date].] [In case of Floating Rate Certificates insert:

(1) The Certificates shall bear interest on their [Principal Amount][outstanding Aggregate Principal Amount] from [(and including)][(but excluding)] [insert Interest Commencement Date] [(the "Interest Commencement Date")] [for each Interest Period] to [(and including)][(but excluding)] the [Valuation Date][Maturity Date][insert other date] at the relevant interest rate (the"Interest Rate"). Interest on the Certificates shall be payable on each Interest Payment Date.

[The Calculation of interest shall be made on the basis of the Day Count Fraction (as defined below).] "Interest Payment Date" means[, subject to a postponement or an adjustment pursuant to § 8 (2)][in the case of specified Interest Payment Dates insert: [each of the following dates:][the][insert specified Interest Payment Date/s)].] [in the case of Specified Interest Periods insert: each day, which (except as otherwise provided in these Terms and Conditions) falls [insert number] [weeks] [months] [insert other specified periods] after the preceding Interest Payment Date or, in the case of the first Interest Payment Date, after the Interest Commencement Date [, as well as the Maturity Date].] "Interest Period" means each period from [(and including)][(but excluding)] the Interest Commencement Date to [(and including)][(but excluding)] the first Interest Payment Date and from [(and including)][(but excluding)] each Interest Payment Date to [(and including)][(but excluding)] the respective following Interest Payment Date. [In the case of a short first or last coupon insert: For the purposes of determining the relevant In-terest Period only, [insert deemed Interest Payment Date] shall be deemed to be an Interest Payment Date.] [In the case of a long first or last coupon insert: For the purposes of determining the relevant Interest Period only, [insert deemed Interest Payment Dates] shall each be deemed to be an Interest Payment Date][ For the purposes of determining the relevant Interest Period only, [•] shall each be deemed to be no Interest Payment Date].] [In case of Euribor/Libor or other Reference Rate-linked Floating Interest Certificates (Screen

**Rate Determination) insert:**

(2) [In the case of Screen Rate Determination insert: The interest rate (the "Interest Rate") for each Interest Period will, unless provided otherwise below, a) if only one offered quotation is available on the Screen Page, the offered quotation;

or b) if more than one of these offered quotations are available on the Screen Page, the arithmetic mean of the offered quotations (if applicable, rounded up to the nearest one[if the Reference Rate is EURIBOR, insert: thousandth per cent., with 0.0005][if the Reference Rate is not EURIBOR, insert: hundred thousandth per cent., with 0.000005] being rounded upwards) (expressed as a percentage rate per annum) for deposits in [Euro] [insert other currency] (the "Reference Currency") for that Interest Period, for which offered quotations are specified, or, if applicable, for which offered quotations appear on the Screen Page as of [11:00][•] [a.m.][p.m.] ([Brussels] [insert other financial center] time) on the Interest Determination Date (as defined below) [in case of a Margin insert: [plus] [minus] the Margin], all as determined by the Calculation Agent.

"Interest Determination Date" means the [second][insert number of days] Banking Day [•] prior to the commencement of the relevant Interest Period.

[In case of a Margin insert: The "Margin" amounts to [•] per cent per annum.] "Screen Page" means [insert relevant Screen Page] or each successor screen page.

[If the Interest Rate is calculated on a different basis, insert all details here.] [In the case of Dual Currency Certificates and Partially Paid Deposited Certificates, insert all details here.] If, in the above case (b), five or more such offered quotations are available on the Screen Page, the highest (or, if there is more than one such highest rate, only one of such rates) and the lowest (or, if there is more than one such lowest rate, only one of such rates) shall be disregarded by the Calculation Agent for the purpose of determining the arithmetic mean (rounded as provided above) of such offered quotations, and this rule shall apply throughout this paragraph (2).

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: