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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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(a) replace the affected Fund by its Benchmark. In such case, the performance of the [Reference Asset][respective Basket Component] will be replaced by the respective benchmark from the point of time of the Fund Event plus [2] [●] Banking Days (the "Reference Date"), or (b) adjust, where it considers it necessary to account for the economic effect of the Fund Event, each condition of the Certificate and determine the time of its initial application of the adjustment, or, should the Calculation Agent come to the conclusion that no economically reasonable adjustment is possible, stipulate Early Redemption in accordance with § 6 ([•]). The adjusted method to determine the Redemption Amount[, the Additional Amount] [, the Ratio] [, the Early Redemption Amount] and the time of its initial application shall be published in accordance with § 13.] [([●]) In the event that the NAV of the [Reference Asset] [respective Basket Component] is no longer published by the Investment Company but by another person, company or institution (the "New Investment Company"), the Calculation Agent may determine all values and prices relating to the NAV on the basis of the NAV calculated and published by the New Investment Company. In case of election of a New Investment Company, each and every reference to the Investment Company contained herein shall be deemed, depending on the context, as refering to the New Investment Company.] [[●] Should the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the Fund Event or should, in the determination of the Calculation Agent, no New Investment Company be available, 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.] [([●]) The Issuer undertakes to pay at least [•] per cent. of the amount determined based on the closing price of the Reference Asset within [30][•] Banking Days after the Calculation Date referring to the respective Valuation Date linked to the relevant [Exercise Date] [[or] Call Date] [or Maturity Date] and the remaining amount within another [•] Banking Days to the Clearing System with the instruction for immediate forwarding to the Certificate Holders. The Certificate Holders shall not be entitled to interest for the period between the Valuation Date linked to the relevant [Exercise Date] [[or] Call Date] [or Maturity Date] and the Payment of the Redemption Amount.] [([●]) The Issuer may from time to time limit the exercise of Certificates by the Certificate Holders to [•] per cent. of the Principal Amount of all Certificates outstanding (the "Maximum Redemption Amount"). If the exercise of Certificates by the Certificate Holders on any Exercise Date leads to an excess of the Maximum Redemption Amount, and the Issuer makes use of the right to limit the exercise [by notice pursuant to § 13], the Certificates will be redeemed pro rata taking into account the Maximum Redemption Amount and the exercised Certificates exceeding the Maximum Redemption Amount will be [pari passu] accounted for on the following Exercise Date(s). The redemption of those Certificates will be postponed accordingly.] [([●]) The Payment of any Redemption Amount is always subject to the Issuer having received sufficient funds from the liquidation of the Reference Asset in advance of the due date of the Exercise Amount. If the Issuer has not received such or sufficient funds (due to tax deduction or otherwise), the entitlement to receive the Redemption Amount is limited to the amount actually received by the Issuer.] [insert other method to determine adjustments and early termination]] [in case of a currency exchange rate as Reference Asset or Basket Component:

[With respect to currency exchange rates as Basket Components the following provisions shall apply:] [(1)][(2)] In the event that the [Reference Asset] [respective Basket Component] is no longer determined and published by the Fixing Sponsor but by another person, company or institution (the "Replacement Fixing Sponsor"), the Calculation Agent may determine the Redemption Amount [and] [,] [the Additional Amount] [and] [,] [the Ratio] [and the Early Redemption Amount] on the basis of the [Reference Asset] [respective Basket Component] as calculated and published by the Replacement Fixing Sponsor. In case of election of a Replacement Fixing Sponsor, each and every reference to the Fixing Sponsor in these Terms and Conditions, depending on the context, shall be read as a reference to the Replacement Fixing Sponsor.

[(2)][(3)] Should the Calculation Agent come to the conclusion [, after having consulted an independent expert named by it,], that (a) a replacement for the Fixing Sponsor is not available or (b) due to the occurrence of special circumstances or force majeur (such as catastrophes, war, terror, insurgency, restrictions on payment transaction, entering of the currency used for the calculation into the European Monetary Union and other circumstances having a comparable impact on the [Reference Asset] [respective Basket Component] the reliable determination of the [Reference Asset] [respective Basket Component]] is impossible or impracticable, 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 conditions for adjustment of Fixing Sponsor or early termination]] [in case of certificates as Reference Asset or Basket Component:

[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:



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