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

[●] "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):**

([•]) [For the purpose of this § 3, "Banking Day" means [•][any day (other than a Saturday or Sunday), on which the Clearing System [if the Specified Currency is Euro or TARGET is needed for other reasons, insert: as well as the Trans-European Automated Real-time Gross settlement Express Transfer (TARGET) System] [is][are] open for business[.] [if the Specified Currency is not Euro or it is needed for other reasons, insert: [and] banks and foreign exchange markets settle payments in [insert all relevant financial centers]].] §4 (Redemption Amount[, Exercise by Certificate Holder] [, Automatic Early Redemption] [, Extension of Maturity][, Deliveries]) [For Certificates with automatic early redemption:

(1) The redemption at the Early Maturity Date is calculated as follows:

[in the case of redemption by payment of an Early Redemption Amount:

** The "Early Redemption Amount" equals an amount in [the Specified Currency][•][insert regulation for dual currency certificate] determined by the Calculation Agent on the [Valuation Date] [Observation Date [•]] in accordance with the following [provisions] [formula]: [insert provisions and/or formula].] [in the case of physical delivery:**

[If [insert condition for redemption by physical delivery], the Certificate Holder for each Certificate will receive the [Reference Asset][•] [in a quantity expressed by the Ratio] [insert other method to determine the quantity]]. [If applicable, a supplemental cash amount (the "Supplemental Cash Amount") for non-deliverable fractions of Reference Assets will be paid.]] [Repeat regulations for further Observation Dates] [If applicable, insert other method to determine the Early Redemption Amount]] [For all Certificates:

[(1)][(2)] [The redemption at the [Maturity Date][Exercise Date] [or, if applicable, Call Date] is defined

**as follows:**

[Should no Early Redemption have occurred on any of the Early Redemption Dates,

**Redemption will occur on the Redemption Date as follows:]**

[in the case of redemption by payment of a Redemption Amount:

** The "Redemption Amount" equals an amount in [the Specified Currency][•][insert regulation for dual currency certificate] determined by the Calculation Agent on the [last] [Valuation Date][Observation Date [•]] in accordance with the following [provisions] [formula]:**

[insert provisions and/or formula].] [[If [the Reference Price on any Calculation Date during the Observation Period never was equal to or below the Barrier Level] [insert other condition],] [T][t]he Redemption Amount shall [at least] be equal to the [Minimum Amount] [insert other amount or percentage].] [in the case of physical delivery] [If [insert condition for redemption by physical delivery], the Certificate Holder for each Certificate will receive the Reference Asset [in a quantity expressed by the Ratio] [insert other method to determine the quantity]]. If applicable, a supplemental cash amount (the "Supplemental Cash Amount") for non-deliverable fractions of Reference Assets will be paid.]] [The Redemption Amount shall in no event be higher than the Maximum Amount.] [(2)][(3)] [From now on, each reference to the Redemption Amount shall include the Early Redemption Amount as well as the Redemption Amount.] [insert regulation for dual currency certificate]].

The Redemption Amount [is] [and][, the number of deliverable Reference Assets [and any Supplemental Cash Amount] are] subject to adjustment pursuant to the provisions in § 6.

[For Open End Certificates:

([•]) Every Certificate Holder has the right to exercise its Certificates (the "Exercise Right "). The Exercise Right may be exercised in accordance with the following provisions with effect to an Exercise Date. "Exercise Date" is [each Banking Day in the period from (and including) [•] to (and including) [•]] [the last Banking Day of [•] of each year, but not before [•]] [specify different method to determine the Exercise Date].

The Certificate Holder shall exercise the Exercise Right no later than the [tenth] [•] Banking Day prior to the desired Exercise Date, by submitting a written notice (hereinafter the "Exercise Notice") and transferring the Certificates to the Principal Paying Agent (§ 9), by delivery of the Certificates to the Principal Paying Agent’s account [No. 2013] [•] with the Clearing System.

**The Exercise Notice must contain, among other things:**

(a) the name and address of the Certificate Holder[ with evidence satisfactory to the Principal Paying Agent that such Certificate Holder at the time of such notice is a holder in the relevant Certificates];

(b) security identification number and the number of Certificates for which the Exercise Right is being exercised; and (c) designation of a cash account maintained with a credit institution to which the Redemption Amount is to be transferred.

The Exercise Notice is binding and irrevocable. The Exercise Notice is ineffective if it reaches the Principal Paying Agent after the [tenth] [•] Banking Day prior to the respective Exercise Date or the Certificates to which the Exercise Notice relates are not delivered at the latest on the [tenth] [•] Banking Day prior to the respective Exercise Date, to the Principal Paying Agent. If the stated number of Certificates for which exercise of the Exercise Right is sought shown in the Exercise Notice deviates from the number of Certificates transferred to the Principal Paying Agent, the Exercise Notice shall be deemed to have been submitted for the number of Certificates corresponding to the smaller of the two numbers.

**Any remaining Certificates are transferred back to the Certificate Holder at the latter’s expense and risk.] [For Certificates with an option to extend the lifetime:**

([•]) The Issuer is authorised to make one or more postponements of the [Valuation Date][Observation Date [•]] [•] [and, as the case may be, the Maturity Date] by [•] [months] [years] at a time. The Issuer shall give notice of the postponement of the [Valuation Date][Observation Date [•]] [•] [and, as the case may be, the Maturity Date] at least [•] [days] [months] in advance of the original [Valuation Date][Observation Date [•]] [•],[and, as the case may be, the Maturity Date] in accordance with § 13. The announcement is irrevocable and must indicate the new [Valuation Date][Observation Date] [and, as the case may be, the new Maturity Date].]

[In case of collateralised Certificates insert:

§ 5a (Collaterals, Liquidation Event, Extraordinary Redemption Right of the Certificate Holders) (1) The payment claims of the Certificate Holders against the Issuer under these Terms and Conditions are collateralized in accordance with the collateral trust agreement (the "Collateral Trust Agreement" (Sicherheitentreuhandvertrag), a copy of which is attached as Annex 2. The Collateral Trust Agreement entered into between the Issuer and Clearstream Banking AG (the "Collateral Trustee" (Sicherheitentreuhänder)) as collateral trustee in favour of the holders of certain collateralised Certificates issued by the Issuer forms an integral part of these Terms and Conditions. In the Collateral Trust Agreement the Issuer agrees to transfer certain securities to the Collateral Trustee as collateral [and/or, in the event of foreign securities as defined in the Collateral Trust Agreement, to assign as collateral the Foreign Securities or the respective claims for transfer of the Foreign Securities] for the secured obligations defined in such agreement. The collateral created under the Collateral Trust Agreement will be held, and in the case of a Liquidation Event (as defined in clause 6.2 of the Collateral Trust Agreement) realised, by the Collateral Trustee in accordance with the terms of the Collateral Trust Agreement.

(2) As long as the Certificates are outstanding, the Issuer has to ensure that a Collateral Trustee is appointed on the basis of a Collateral Trust Agreement, which is substantially in the form of the attached Collateral Trust Agreement.

(3) Upon the announcement of the occurrence of a Liquidation Event by the Collateral Trustee in accordance with clause 6.3 of the Collateral Trust Agreement, any [payment claims] [●] due under the Certificates shall be replaced by the claim for payment of the Liquidation Amount.