Short
AVVISO n.6553 | 20 Aprile 2011 | SeDeX − INV. CERTIFICATES |
Mittente del comunicato : Borsa Italiana
Societa' oggetto dell'Avviso
: UniCredit Bank AG
Oggetto : Inizio negoziazione 'Investment Certificates − Classe A' 'UniCredit Bank AG' emessi nell'ambito di un Programma
Testo del comunicato
Si veda allegato.
Disposizioni della Borsa
Strumenti finanziari: Benchmark Open End FTSE/MIB, FTSE/MIB
Short
Emittente: UniCredit Bank AG
Rating Emittente: Società di rating
Long term
Data report
Moody's A1 07/10/2008
Standard & Poor's A 18/03/2009
Fitch A+ 24/07/2009
Oggetto: INIZIO NEGOZIAZIONI IN BORSA
Data di inizio negoziazioni: 21/04/2011
Mercato di quotazione: Borsa - Comparto SEDEX “Investment Certificates -
Classe A”
Orari e modalità di negoziazione: Negoziazione continua e l’orario stabilito dall’art.
IA.5.1.5 delle Istruzioni
Operatore incaricato ad assolvere l’impegno di quotazione:
Unicredit Bank AG
Member ID Specialist: MM4690 MM1352
CARATTERISTICHE SALIENTI DEI TITOLI OGGETTO DI QUOTAZIONE
Benchmark Open End FTSE/MIB, FTSE/MIB Short
Tipo di liquidazione: monetaria
Modalità di esercizio: periodico
DISPOSIZIONI DELLA BORSA ITALIANA
Dal giorno 21/04/2011, gli strumenti finanziari "Benchmark Open End FTSE/MIB, FTSE/MIB Short" (vedasi scheda riepilogativa delle caratteristiche dei securitised derivatives) verranno inseriti nel Listino Ufficiale, sezione Securitised Derivatives.
Allegati:
- Scheda riepilogativa delle caratteristiche dei securitised derivatives;
- Estratto del prospetto di quotazione dei Securitised Derivatives
Num. Serie | Codice Isin | Local Market TIDM | TIDM | Short Name | Long Name | Sottostante | Tipologia | Data Scadenza | Parità | Quantità | Lotto Negoziazione | EMS |
1 | DE000HV8F0L9 | UI6984 | X8ED | UI6984FTMSSOPE | UCHFTMSSCNPOPENP | FTSE/MIB Short Strategy | Inv | 31/12/99 | 0,0001 | 2000000 | 1 | 2688 |
2 | DE000HV8F355 | UI6985 | X8EE | UI6985FTMIBOPE | UCHFTMIBCNPOPENP | FTSE/MIB | Inv | 31/12/99 | 0,0001 | 900000 | 1 | 1168 |
Final Terms dated 19.04.2011
UniCredit Bank AG
Issue of Benchmark Open End Certificates linked to an Index
under the
Euro 50,000,000,000
Debt Issuance Programme of UniCredit Bank AG
Terms used herein shall be deemed to be defined as such for the purposes of the Terms and Conditions of the Certificates (the "Conditions") set forth in the Prospectus dated 20 May 2010 (the "Prospectus") and the supplements to the Prospectus dated 18 August 2010 and 29 November 2010 which together constitute a base prospectus for the purposes of the Prospectus Directive (Directive 2003/71/EC) (the "Prospectus Directive"). This document constitutes the Final Terms relating to the issue of Certificates described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with such Prospectus as so supplemented.
Full information on the Issuer and the offer of the Certificates is only available on the basis of the combination of these Final Terms, the Prospectus and the supplements to the Prospectus dated 18 August 2010 and 29 November 2010. The Prospectus as so supplemented is available for viewing at the Issuer’s address at LCI4SS, Xxxxxxxxxxxxxxx 00, 00000 Xxxxxx, Xxxxxxx and at xxx.xxxxxxxxxxxx.xxxxxxxxx.xx and copies may be obtained from the Issuer at the above address and at its Xxxxx Xxxxxx, at Xxx Xxxxxxx Xxxxxx 00, 00000 Xxxxx, Xxxxx.
All provisions in the Conditions corresponding to items in these Final Terms which are either not selected or completed or which are deleted shall be deemed to be deleted from the Conditions.
If provisions in these Final Terms are either not selected or deleted from the Conditions, the first provision provided by the Conditions itself, shall be deemed to be applicable.
PART A - GENERAL INFORMATION
1. Form of Terms and Conditions: Not consolidated
2. Issuer: UniCredit Bank AG
3. (i) Series Number: The Series Number of each of the Certificates
as specified in Annex I to these Final Terms.
(ii) Tranche Number: The Tranche Number of each of the Certificates as specified in Annex I to these Final Terms.
(If fungible with an existing Series, details of that Series, including the date on which the Instruments become fungible.)
4. Type of Instrument: Certificates
4a. Collateralisation pursuant to Collateral Trust Agreement (Sicherheitentreuhandvertrag):
Not Applicable
5. Specified Currency: Euro (“EUR”)
6. Number of securities:
(i) Series: See Annex I to these Final Terms in relation to each Series of Certificates.
(ii) Tranche: See Annex I to these Final Terms in relation to each Series of Certificates.
7. Principal Amount per Certificate: Not Applicable
8. Issue Price: The Issue Price in relation to each Series of Certificates.will be determined on 12 April 2011.
9. (i) Issue Date: 18 March 2011
(ii) Interest Commencement Date: Not Applicable
10. Maturity Date: Not Applicable
11. Form of Instruments: Permanent Global Bearer Certificate
12. New Global Note Form: No
Terms regarding the [Underlyings] [Basket Components]
13. Basket as Underlying Not Applicable
Shares as Underlying: Not Applicable
Bonds or other securities as Underlying:
Not Applicable
Certificates as Underlying: Not Applicable
Fund shares as Underlying: Not Applicable
Indices as Underlying: Applicable
Description of Index/Indices: The Description of the Indices as specified in
Xxxxx XX to these Final Terms.
Index Sponsor: The Index Sponsor as specified in Annex II to these Final Terms.
Index Calculation Agent: The Index Calculation Agent as specified in
Xxxxx XX to these Final Terms
Relevant Exchange[s]: The Relevant Exchange(s) as specified in
Xxxxx XX to these Final Terms.
Determining Futures Exchange[s]:
The Determining Futures Exchange(s) as specified in Annex II to these Final Terms.
Interest rates as Underlying: Not Applicable
Currency exchange rates as Underlying:
Not Applicable
Commodities as Underlying: Not Applicable
Future Contracts as Underlying: Not Applicable
Provisions relating to interest and additional amount (if any) payable
14. (i) Interest Basis: Non-interest bearing
(ii) Underlying[s] to determine interest linked to Underlying[s]:
Not Applicable
15. Minimum Interest Rate: Not Applicable
16. Maximum Interest Rate: Not Applicable
17. Day Count Fraction: Not Applicable
18. Adjusted: No
19. Financial Centre[s] [if other than mentioned in item 45 below]:
Not Applicable
20. Fixed Rate Provisions Not Applicable
21. Floating Rate Provisions Not Applicable
22. Zero Coupon Provisions Not Applicable
23. Dual Currency Provisions Not Applicable
24. Other Interest Provisions Not Applicable
25. Provisions to determine Additional Amount
Not Applicable
Provisions relating to redemption and early redemption
26. (i) Redemption/Payment Basis: Redemption Amount determined by reference
to Underlying by way of cash settlement
Knock-Out Event: Not Applicable
Xxxxxx'x right of waiver: yes. The Waiver Notice is set out in Annex III.
(ii) Underlying[s]: Index
27.
Redemption Amount linked to Underlyings:
(i) Formula to determine the Redemption Amount
Applicable
Subject to the Conditions of the Certificates and these Final Terms, the Issuer will pay the Optional Redemption Amount and/or the Put Amount to the Certificate Holders on the fifth Banking Day following the Valuation Date.
In the following, any reference to the Redemption Amount shall be read as reference to the Optional Redemption Amount and Put Amount.
In relation to each Series of Certificates, the Redemption Amount shall be determined by the Calculation Agent at the Valuation Date as follows:
In case of Benchmark Certificates linked to the FTSE MIB Index:
(Reference Price – Management Fee) x Parity
Where:
"Management Fee" means 0% p.a. at Issue Date. The Maximum Management Fee is 6% p.a..
“Parity” means the amount as specified in Annex I to these Final Terms in relation to each Series of Certificates.
The applicable Management Fees will be published on the website xxx.xxxxxxxxxxxx.xxxxxxxxx.xx.
Within the calculation of the Redemption Amount any amount determined will be rounded up or down to six decimal places, with 0.0000005 rounded up.
In case of Benchmark Certificates on linked to FTSE MIB Short Strategy Index
(Reference Price –- Short Selling Fee) x Parity
Where:
"Short Selling Fee" means the Short Selling Fee which will be calculated daily on a pro- rata basis and which is 0% p.a. at Issue Date; thereafter the Issuer may adjust the Short Selling Fee in its reasonable discretion having regard to prevailing market conditions for short selling (as, for example, fiscal changes applying to dividend payments, changes regarding any lending fees for shares included in the Index, changes in the Index itself, changes to hedging costs or similar). The Short Selling Fee will at any time be within a range between 0 and max. 6%
p.a. The Issuer will publish any adjustments to the Short Selling Fee in accordance with section 48.
The applicable Short Selling Fees will be published on the website xxx.xxxxxxxxxxxx.xxxxxxxxx.xx.
”Parity” means the amount as specified in Annex I to these Final Terms in relation to each Series of Certificates.
Within the calculation of the Redemption Amount any amount determined will be rounded up or down to six decimal places, with 0.0000005 rounded up.
(ii) Valuation Date[s]: The respective Call Date or Put Date
"Call Date" means annually the last Banking Day of January. The cancellation has to be announced at least three months prior to the Call Date by the Issuer. The first Call Date is 31 January 2012.
"Put Date" means annually the last Banking Day of January. The Exercise Right has to be announced at least five Banking Days prior to the relevant Put Date by the Certificate Holder. The first Put Date is 31 January 2012.
(iii) Calculation Date: The Calculation Date is any day on which the
Index is determined and published by the
Index Sponsor.
(iv) [Observation Date[s]] [/] [Observation Period]:
Not Applicable
(v) Reference Price: The Reference Price, as determined by the
Calculation Agent, is:
(vi) Minimum Amount / Maximum Amount:
(vii) Financial Centres for Banking Day if different to item 45 below:
- for FTSE/MIB the official opening price of the Underlying, as determined f Index as published by the Index Sponsor e on the Valuation Date as published by the Index Sponsor at the page: .FTMIB;
- for FTSE/MIB Short Strategy the official opening Price of the Index on the Valuation Date as published by the Index Sponsor at the page: .TFTFMIBI1E; if the opening Price is not calculated from the Index Sponsor, closing price on the Valuation Date will be used as published by the Index Sponsor at the page: .TFTFMIBI1E.
Not Applicable TARGET; Milan
28. Automatic Early Redemption: Not Applicable
29. Early Redemption at Issuer's Option Issuer's Regular Call Right
(further particulars specified below)
Provisions relating to Certificates:
(i) Regular Call Date: Annually, starting at the last Banking Day of
January 2012.
(ii) Optional Redemption Amount[s], method or formula, if any, for calculation and/or, as the case may be, quantity of Underlyings to be delivered:
see item 27 (i)
(iii) Notice period: Three months prior to the Call Date
(iv) Other provisions: Not Applicable
30.
Early Redemption at Instrumentholder's Option
Provisions relating to Certificates:
Exercise Right of Certificate Holder (further particulars specified below)
(i) Put Dat[s]e: Annually, at the last Banking Day of January, starting at the last Banking Day of January 2012.
(ii) Put Amount, method or formula, if any, for calculation and/or, as the case may be, quantity of Underlyings to be delivered:
see item 27 (i)
(iii) Notice Period: The Certificate Holder shall exercise the Exercise Right no later than 10.00 a.m. (Milan time) on the 5th Banking Day before the Put Date, by submitting a written declaration (the "Put Notice") and transferring the Certificates to the Issuing and Paying Agent either by delivery of the Certificates to the Issuing and Paying Agent’s account with the Clearing System.
The Put Notice is a written, binding and irrevocable declaration. The Put Notice is ineffective if it reaches the Issuing and Paying Agent after 10.00 a.m. (Milan time) on the Put Date or the Certificates to which the Put Notice relates are not delivered, or not delivered at the latest at 10.00 a.m. (Milan time) on the Put Date to the Issuing and Paying Agent. If the stated number of Certificates for which the Exercise Right is sought shown in the Put Notice deviates from the number of Certificates transferred to the Issuing and Paying Agent, the Put Notice shall be deemed to have been submitted for the number of Certificates corresponding to the smaller of the two numbers. Any surplus Certificates are transferred back to the Certificate Holder at the latter’s expense and risk.
For detailed information on the exercise please see Xxxxx XX to the Final Terms.
(iv) Other provisions: Not Applicable
31. Exercise of waiver right: Applicable Automatic Exercise
The Waiver Date is the Call Date ( before
5.00 p.m.)
For the avoidance of doubt, any time implication not otherwise specified within the Terms and Conditions of the Certificates is referring to Milan time.
Minimum Exercise Number as specified in Annex I to these Final Terms.
32. Business Day Convention: Not Applicable
Adjustments, Market Disruptions
33. Market Disruption and Adjustment provisions (if different from § 6 and § 7):
Provisions § 6 (“Index Concept, Adjustments, Corrections, Issuer's Irregular Call Rights”):
(1) The basis for calculating the Redemption Amount shall be the Underlying with its provisions applicable from time to time (the "Index Concept"), as developed and continued by the Index Sponsor, as well as the respective method of calculation, determination and publication of the Reference Price
by the Index Sponsor. The same shall apply if during the lifetime of the Certificates changes are made or occur in respect of the calculation of the Underlying, the composition and/or weighting of prices on the basis on which the Underlying is calculated, or if other measures are taken, which have an impact on the Index Concept, unless otherwise provided in below provisions.
(2) Changes in the calculation of the Underlying (including adjustments) or the Index Concept shall not result in an adjustment of the provisions to determine the Redemption Amount unless the new relevant concept or calculation of the Underlying is, as a result of a change (including any adjustment), at the Calculation Agent's reasonable discretion no longer comparable to the previous relevant concept or calculation. When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the Derivatives linked to the Underlying actually performed by the Determining Futures Exchange. The Calculation Agent will use reasonable endeavors 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 Underlying. If the Calculation Agent determines that, pursuant to the rules of the Determining Futures Exchange, no adjustments are made to the Derivatives linked to the Underlying, the terms of the Certificates will regularly remain unchanged. The method to determine the Redemption Amount may also be adjusted if the calculation or publication of the Underlying is cancelled or replaced by another Underlying. The adjusted method to determine the Redemption Amount and the time of its initial application shall be published inaccordance with section 48.
(3) If the Reference Price determined and published by the Index Sponsor and which is used by the Calculation Agent as the basis for the calculation of the Redemption Amount (the "Original Determination") is subsequently corrected and the correction (the "Corrected Value") is published by the Index Sponsor after the original publication, but still within one Settlement Cycle, then the Calculation Agent will notify the Issuer of the Corrected Value as soon as reasonably practicable and shall determine the relevant value (the "Replacement Determination") using the Corrected Value. If the result of the Replacement Determination is different from the result of the Original Determination, the Calculation Agent may, to the extent that it determines to be necessary and practicable, adjust any relevant terms the method to determine the Redemption Amount accordingly. When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the Derivatives linked to the Underlying actually performed by the Determining Futures Exchange. 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 Corrected Value for the Underlying. The adjusted method to determine the Redemption Amount and the time of its initial application shall be published in accordance with section 48.
(4) If the calculation or publication of the Underlying is at any time cancelled and/or replaced by another Underlying the Calculation Agent shall, in its reasonable discretion, stipulate which Underlying should in future be used as the basis for the calculation of the Redemption Amount (the "Replacement Underlying"), adjusting, if applicable, the method or formula to calculate the Redemption Amount accordingly. The Replacement Underlying and the time that it is first applied shall be published in accordance with section 48. Commencing with the first application of the Replacement Underlying, any reference to the Underlying in these Terms and Conditions, depending on the context, shall be deemed to refer to the Replacement Underlying.
(5) If the Underlying is no longer determined and published by the Index Sponsor but rather by another person, company or institution (the "New Index Sponsor"), then the Calculation Agent shall have the right to calculate the Redemption Amount on the basis of the Underlying as calculated and published by the New Index Sponsor. In this case, any reference to the Index Sponsor contained herein shall, depending on the context, be deemed as referring to the New Index Sponsor. If the Underlying is no longer calculated by the Index Calculation Agent but rather by another person, company or institution (the "New Index Calculation Agent"), then the Calculation Agent shall have the right to calculate the Redemption Amount on the basis of the Underlying as calculated by the New Index Calculation Agent.
In this case, any reference to the Index Calculation Agent contained herein shall, depending on the context, be deemed as referring to the New Index Calculation Agent.
(6) Should the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the change in the method of determination of the Reference Price or should, in the determination of the Calculation Agent, no Replacement Underlying or no successor or replacement Index Calculation Agent be available, the Issuer is entitled to terminate the Certificates early by giving notice pursuant to section 48. Such termination shall become effective at the time of the announcement pursuant to section 48 or at the time indicated in the notice. In that case, the Calculation Agent shall within ten Banking Days before the day of early repayment determine and publish without delay the reasonable market value of the Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.
Provisions §7(1), §7(2) and §7(3) (“Market Disruption”) shall be read as follows:
(1) Notwithstanding the conditions of § 6 above, if a Market Disruption occurs on the Valuation Date, the Valuation Date will be postponed to the next following Banking Day on which the Market Disruption no longer exists. Any payment date relating to such Valuation Date shall be postponed accordingly if applicable.
(2) Should the Market Disruption continue for more than 8 (eight) consecutive Banking Days, the Issuer, in its reasonable discretion shall determine, or cause the Calculation Agent to determine, the Reference Price. . The Reference Price required for the determination of the Redemption Amount shall be determined in accordance with prevailing market conditions around 10:00
a.m. (Milan local time) on this ninth Banking Day on the basis of the last such Reference Price 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.
However, if within these eight 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 Valuation Date
34. Payments:
(3) “Market Disruption” means:
(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 Underlying are listed or traded, or on the respective Futures Exchanges on which Derivatives on the Underlying are listed or traded.
(b) in relation to individual securities which form the basis of the Underlying, 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 Underlying or the non-publication of the calculation as a result of a decision by the Index Sponsor, or
to the extent that such Market Disruption occurs during the last half hour prior to the normal calculation of the closing price of the Underlying 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.
5 Banking Days following the Valuation Date
35. Rounding upwards
Paying Agent, Calculation Agent,
36. Principal Paying Agent: UniCredit Bank AG
37. Additional Paying Agent[s]: UniCredit Bank AG
38. Calculation Agent: UniCredit BankAG
Tax provisions
39. Taxation: For details, please see the Prospectus (Taxation paragraph page 380)
Status of the Instruments
40. Status of the Instruments: Unsubordinated
Governing law, Language
41. Governing Law: Italian law
42. Place of performance: Milan
43 Language of Terms and Conditions: English only
Amendments to the Terms and Conditions
44 Amendments to the Terms and Conditions Not Applicable
(i) Meeting of Instrumentholders Not Applicable
(ii) Limited liability of Common Representative of the Instrumentholders
Further provisions
45 Financial Centre[s] or other special provisions relating to Payment Dates:
46. Details relating to Instalment Instruments: amount of each instalment, date on which each payment is to be made:
47. Redenomination, renominalization and reconventioning provisions:
Not Applicable
TARGET, Milan Not Applicable
Not Applicable
48. Notices: 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 xxx.xxxxxxxxxxxx.xxxxxxxxx.xx . 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.
49. Correction of the Terms and Conditions of the Certificates:
Not Applicable
50. Other terms or special conditions: Not Applicable
Distribution
51. Method of distribution: Non-syndicated
52.
If syndicated, names and addresses of Managers and underwriting commitments and details of any coordinator for the global offer or parts thereof:
(i) Date of [Subscription] Agreement:
Not Applicable
Not Applicable
(ii) Stabilizing Manager[s] (if any): Not Applicable
53. If non-syndicated, name and address of Dealer:
Not Applicable
54. Total commission and concession: Not Applicable
55. U.S. Selling restrictions: Applicable
The Certificates are not eligible for sale in the
U.S. and cannot be offered or sold for the account or benefit of U.S. persons.
56. Notification: Applicable
The Bundesanstalt für Finanzdienstleistungsaufsicht (BaFin) has provided the Commissione Nazionale per le Società e la Borsa (CONSOB) with a certificate of approval attesting that the Prospectus has been drawn up in accordance with the Prospectus Directive.
57. Additional selling restrictions: Not Applicable
PART B - OTHER INFORMATION
58.
Listing
(i) Listing: Application will be made for listing the Certificates on the official list of Borsa Italiana
S.p.A. and admission to trading on SeDeX of Borsa Italiana S.p.A.
(ii) Admission to trading: Application will be made for the Certificates to
be admitted to trading on the SeDeX market of Borsa Italiana S.p.A. with effect from 21.04.2011.
The Issuer (the "Market Maker") has undertaken to provide liquidity through bid and offer quotes in accordance with the market making rules of Borsa Italiana S.p.A., where the Certificates of each Series are expected to be listed. The obligations of the Market Maker are regulated by the rules of the markets organized and managed by Borsa Italiana S.p.A., and the relevant instructions to such rules.
(iii) Estimate of total expenses related to admission to trading:
Not Applicable
59. Ratings: The Instruments to be issued are not expected to be rated.
60. Interests of natural and legal persons involved in the issue:
Applicable
UniCredit Bank AG has a conflict of interest being the Issuer of the Certificates, the Calculation Agent, the Market Maker on the SeDeX market of Borsa Italiana S.p.A., where the Certificates are expected to be admitted to trading, following an application by the Issuer.
61.
Reasons for the offer/Estimated net proceeds/ Estimated total expenses:1
Applicable
(i) Reasons for the offer: See "General Information - Use of Proceeds
and reasons for the offer" in the Prospectus.
(ii) Estimated net proceeds: Not Applicable
(iii) Estimated total expenses: Not Applicable
62. Yield: Not Applicable
63. Performance of, and other information concerning the Underlying:
As specified in Annex II to these Final Terms.
64. Specific Risk Factors relating to the calculation method for the Underlying- linked Redemption Amount or the applicable Underlying:
65 Details relating to the performance of the Underlying and the explanation of the effect on the value of the Instruments:
66. Restriction on the free transferability of the Instruments:
Operational Information
None
As specified in Annex II to these Final Terms.
None
67.
(i) ISIN: The ISIN of each Series of the Certificates as specified in Annex I to these Final Terms.
(ii) Common Code: Not Applicable
(iii) WKN: Not Applicable
(iv) Other relevant security codes: Not Applicable
(v) New Global Note intended to be held in a manner which would allow Eurosystem eligibility:
Not Applicable
(vi) Clearing System[s]: Monte Titoli S.p.A. ("Monte Titoli")
(vii) Delivery: Delivery free of payment
(viii) [Xxxxxx'x] [Lead Manager's] security account number:
68. Details relating to public offer
69. Details relating to the collateralisation pursuant to Collateral Trust Agreement (Sicherheitentreuhandvertrag)
Monte Titoli account 81703 at Clearing System
Not Applicable Not Applicable
70. Additional tax disclosure: Not Applicable
71. Additional risk factors relating to structured Instruments:
Not Applicable
RESPONSIBILITY
The Issuer accepts responsibility for the information contained in these Final Terms.
The information included in Annex II (Information about the Indices) has been extracted from the relevant website of the relevant Index Sponsor and is not necessary the latest information available. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published by the respective Index Sponsor (see Annex II), no facts have been omitted which would render the reproduced inaccurate or misleading.
UniCredit Bank AG
Annex I
Series Number | Tranch e Numbe r | Maximum Number of Certificates of each Series being issued | Number of Certificates of each Tranche being issued | Issue Price | Minimum Exercise Number | Initial Respectiv e Short Selling and Managem ent Fees | Parity | Underlying | ISIN | ET Code |
IT759 | 1 | 20.000.000 | 2.000..000 | 0,8957 € | 1 | 0% | 0,0001 | FTSE MIB SHORT Strategy Index | DE000HV8F0L9 | UI6984 |
IT787 | 1 | 20..000.000 | 900.000 | 2,22 € | 1 | 0% | 0,0001 | FTSE MIB Index | DE000HV8F355 | UI6985 |
I
Xxxxx XX
Information about the Underlying
FTSE MIB Index
Index Composition
The composition of the FTSE MIB Index (the “Index”) is available on the website xxx.xxxx.xxx.
Product information
The FTSE MIB, developed by FTSE and Borsa Italiana, is the benchmark index for the Italian equity markets. Capturing approximately 80% of the domestic market capitalisation and free float, the Index is comprised of highly liquid, leading companies across leading economic sectors in Italy.
The Index constituent count is currently 40 stocks. FTSE is responsible for selecting the constituent companies and monitoring the ongoing composition of the Index.
Companies themselves play no role in the selection process and are not consulted regarding their inclusion in any Index.
The Relevant Exchange is Borsa Italiana, the Determining Futures Exchange(s) is IDEM and the Index Sponsor is FTSE International Limited.
Price dissemination
The Index is calculated by FTSE (the "Index Calculation Agent") on any Banking Day and the values are published on the FTSE website (xxx.xxxx.xxx), on the main info-provider systems such as Reuters (at the page: .FTMIB), on the most accredited financial newspapers (Il Sole24Ore, MF) and on the Calculation Agent's website xxx.xxxxxxxxxxxx.xxxxxxxxx.xx and may be requested on any Banking Day by calling: 000.00.00.00 (call free).
Disclaimer
The Certificates are not in any way sponsored, endorsed, sold or promoted by FTSE International Limited ("FTSE"), the London Stock Exchange Plc (the "Exchange"), The Financial Times Limited ("FT") or Borsa Italiana SpA (“Borsa Italiana”) (collectively the “Licensor Parties”) and none of the Licensor Parties make any warranty or representation whatsoever, expressly or impliedly, either as to the results to be obtained from the use of the FTSE MIB Index and/or the figure at which the said Index stands at any particular time on any particular day or otherwise. The Index is calculated by FTSE with the assistance of Borsa Italiana. None of the Licensor Parties shall be liable (whether in negligence or otherwise) to any person for any error in the Index and none of the Licensor Parties shall be under any obligation to advise any person of any error therein. “FTSE®” is a trade mark of the Exchange and the FT, “MIB®” is a trade mark of Borsa Italiana and both are used by FTSE under license.
FTSE MIB Short Strategy Index
Index Composition
The composition of the FTSE MIB Short Strategy Index (the “Index”) is available on the website xxx.xxxx.xxx.
Product information
The FTSE MIB Short Strategy Index Series aims to replicate the performance of an investor attaining a multiple of the inverse daily performance of the underlying index. It is derived from the underlying headline FTSE MIB Index
The FTSE MIB Index is the primary benchmark Index for the Italian equity markets. Capturing approximately 80% of the domestic market capitalization, the Index is comprised of highly liquid, leading companies across ICB sectors in Italy. The FTSE MIB Index measures the performance of 40 Italian equities and seeks to replicate the broad sector weights of the Italian stock market. The Index is derived from the universe of stocks trading on the Borsa Italiana (BIt) main equity market. As a result, corporate actions and dividends are reflected in the FTSE MIB Short Strategy Indices as they occur and as they are captured in the underlying FTSE MIB Index.
The constituents of the FTSE MIB Index are capped at 15% at the time of the quarterly reviews. The Relevant Exchange is Borsa Italiana, the Determining Futures Exchange(s) is IDEM and the Index Sponsor is FTSE International Limited.
Price dissemination
The End of the day of the Index is calculated by FTSE (the "Index Calculation Agent") on any Banking Day and the values are published on the FTSE website (xxx.xxxx.xxx), on the main info-provider systems such as Reuters (at the page: .TFTFMIBI1E), and on the Calculation Agent's website xxx.xxxxxxxxxxxx.xxxxxxxxx.xx and may be requested on any Banking Day by calling: 000.00.00.00 (call free).
The continuous price of the underlying of this UniCredit Bank AG certificate is available on Reuters Page .UCMIBSHORT and on the Calculation Agent's website xxx.xxxxxxxxxxxx.xxxxxxxxx.xx and may be requested on any Banking Day by calling: 000.00.00.00 (call free).
Disclaimer
The information and opinions contained in this document which has been prepared by FTSE International Limited (“FTSE”) are not intended to be a comprehensive study, nor to provide any advice, and should not be relied on or treated as a substitute for specific advice. All information is provided for information purposes only. This document does not constitute an offer or form part of an invitation to buy or sell or a solicitation in relation to any financial product or strategy. No reliance may be placed for any purposes whatsoever in the information contained in this document or its completeness. No representation or warranty is given by FTSE or any of the directors, officers or employees of the same as to the accuracy or completeness of the information or opinions contained in this document and no liability is accepted for any such information or opinions. Whilst every effort is made to ensure that all information given by FTSE in this publication is accurate, no responsibility or liability can be accepted by FTSE or Borsa Italiana SpA or any of their licensors for any errors or for any loss arising from use of this publication. This document and its contents may not be reproduced, redistributed, stored in retrieval system, or passed on, directly or indirectly, to any other person or published, or transmitted by any other form or means whether electronic, mechanical, photocopying, recording or otherwise in whole or in part, for any purpose without the prior written consent of FTSE.
Xxxxx XXX
Form of Waiver Notice
DICHIARAZIONE DI RINUNCIA ALL’ESERCIZIO (FACSIMILE)
(da compilare su carta intestata)
A: UniCredit Bank AG
Fax 0000 00 000 00000 - 02/00000000 Tel 02/8862.2746 - 02/8862.2736
email: indextrading@ xxxxxxxxxxxxxx.xx
Certificates su emessi da UniCredit Bank AG (i “Certificates”)
L’intermediario
,
che detiene in custodia i Certificates per conto della propria clientela, con la presente comunica, in nome proprio e per conto della suddetta propria clientela, la volontà di rinuncia all’esercizio dei diritti garantiti dal Certificates come da indicazione contenuta nei Terms & Conditions dei Certificates.
Codice ISIN dei Certificates per i quali rinuncia, per conto della propria clientela, all’esercizio dei Certificates:
Numero di Certificates per i quali rinuncia, per conto della propria clientela, all’esercizio dei Certificates a scadenza:
Il sottoscritto è consapevole che la presente dichiarazione di rinuncia all’esercizio non è valida qualora non siano rispettati i requisiti indicati nei Terms & Conditions dei Certificates. Questo vale anche qualora la dichiarazione non dovesse essere consegnata in tempo utile a UniCredit Bank AG.
Luogo Data
Firma (firme) del legale rappresentante dell’intermediario
Form of Waiver Notice
DICHIARAZIONE DI RINUNCIA ALL’ESERCIZIO (FACSIMILE)
A: Intermediario
Responsabile ufficio titoli
Fax
Tel
Copia a:UniCredit Bank AG
Fax 0000 00 000 00000 - 02/00000000 Tel 02/8862.2746 - 02/8862.2736
email: indextrading@ xxxxxxxxxxxxxx.xx
La presente dichiarazione, che deve essere compilata a cura del Portatore dei Certificates, ha ad oggetto:
Certificates su emessi da UniCredit Bank AG (i “Certificates”)
Con la presente comunica la volontà di rinuncia all’esercizio dei diritti garantiti dal Certificates come da indicazione contenuta nei Terms & Conditions dei Certificates.
Codice ISIN dei Certificates per i quali rinuncia all’esercizio dei Certificates a scadenza:
Numero di Certificates per i quali rinuncia all’esercizio dei Certificates a scadenza:
Il Portatore di Certificates
Cognome e nome o ragione/denominazione sociale
Luogo e Data
Firma (firme) del Portatore
Annex IV Declaration of Exercise Notice
DICHIARAZIONE DI ESERCIZIO (FACSIMILE) PUT NOTICE
(da compilare su carta intestata)
A: UniCredit Bank AG Fax 0000 00 000 00000 - 02/00000000 Tel 02/8862.2746 - 02/8862.2736
email: xxxxxxxxxxxx@xxxxxxxxxxxxxx.xx
Certificates su… emessi da UniCredit Bank AG (i “Certificates”)
L’intermediario
che detiene in custodia i Certificates per conto della propria clientela con la presente esercita in modo irrevocabile i diritti garantiti dal Certificates come da indicazione contenuta nei Terms & Conditions dei Certificates.
Codice ISIN dei Certificates da esercitare:
Numero di Certificates da esercitare:
i Certificates da esercitare sono stati trasferiti sul conto N. …..di 60386 di SG SS presso Monte Titoli S.p.A.;
A - ordina irrevocabilmente a UniCredit Bank AG di trasmettere l'importo della differenza al seguente conto in Euro intestato a:
Titolare del conto
numero c/c
presso Istituto Bancario – ABI + CAB
B - ordina irrevocabilmente a UniCredit Bank AG di accreditare l’importo in Euro della differenza tramite stanza di compensazione giornaliera:
intestazione beneficiario
codice SIA
Il sottoscritto è consapevole che:
1. con la presente Dichiarazione di Esercizio esercita in modo irrevocabile i Certificates con le caratteristiche precedentemente descritte che detiene in custodia per conto della propria clientela secondo le modalità previste nei Terms & Conditions dei Certificates;
2. nel momento in cui la Dichiarazione di Esercizio è ricevuta dall’Agente di Calcolo, non sarà possibile, per nessuna ragione, richiederne l’annullamento;
3. è esclusa la revoca della Dichiarazione di Esercizio;
4. deve adempiere ai seguenti obblighi: a) far pervenire la presente Dichiarazione di Esercizio entro le ore 10.00 (ora di Milano) del giorno in cui intende esercitare i Certificates; b) provvedere al trasferimento dei Certificates in relazione ai quali é inviata la presente Dichiarazione di Esercizio entro le ore 17.00 (ora di Milano) del giorno della richiesta di esercizio sul conto 60386 di SG XX , xxxxxx Xxxxx Xxxxxx X.x.X., x. 00000 ; c) trasferire i Certificates in modo da rendere possibile una chiara correlazione alla Dichiarazione D'esercizio.
Luogo e Data
Firma (firme) del legale rappresentante dell’intermediario
Form of Put Notice DICHIARAZIONE DI ESERCIZIO (FACSIMILE)
A: Intermediario
Responsabile ufficio titoli
Fax
Tel
Copia a: UniCredit Bank AG
Fax 0000 00 000 00000 - 02/00000000 Tel 02/8862.2746 - 02/8862.2736
email: xxxxxxxxxxxx@xxxxxxxxxxxxxx.xx
La presente dichiarazione, che deve essere compilata a cura del Portatore dei Certificates, ha ad oggetto:
Certificates su emessi da UniCredit Bank AG
Con la presente esercita in modo irrevocabile i diritti garantiti dal Certificates come da indicazione contenuta nei Terms & Conditions dei Certificates.
Codice ISIN dei Certificates da esercitare:
Numero di Certificates da esercitare:
Il sottoscritto è consapevole che:
1. con la presente Dichiarazione di Esercizio esercita in modo irrevocabile i Certificates con le caratteristiche precedentemente descritte;
2. nel momento in cui la Dichiarazione di Esercizio è ricevuta dall’Agente di Calcolo, non sarà possibile, per nessuna ragione, richiederne l’annullamento;
3. è esclusa la revoca della Dichiarazione di Esercizio.
4. la Dichiarazione di Esercizio dovrà pervenire all’ Agente di Calcolo entro le ore 10.00 (ora di Milano) del giorno in cui intende esercitare i Certificates.
5. i Certificates verranno trasferiti dall’Intermediario sul conto di SGSS, presso Monte Titoli S.p.A., n. 60386.
Il Portatore di Certificates
Cognome e nome o ragione/denominazione sociale del Portatore
Luogo e Data
Firma (firme) del Portatore
English version of the Terms and Conditions (Certificates)
Terms and Conditions of the Certificates
Table [1]
ISIN | [Number of Certificates] [Aggregate Principal Amount] [Specified [Currency][Currencies]] | Underlying | [Principal Amount per Certificate] [Multiplier] [Participation Factor]] | [[Final] Valuation Date] [[Valuation Date[s]][Observation Date[s]] for [Interest][Additional Amounts] [Maturity Date] | Reference Price [R] ([min] [•]) [Barrier Level] [Maximum Amount] | [[Early] Redemption Level] [Observation Date] [Observation Period] [Best In Period] | [Relevant Exchange] [Determining Futures Exchange] [•] |
[•] | [Early Maturity Date[s]] [•] | [Minimum Amount] [Cap] [Strike] | [[Knock-Out]]Stop- Loss][Upper][Lower] Barrier] [•] | ||||
[Bonus Amount] | |||||||
[Bonus Level] | |||||||
[•] | |||||||
[Basket (as further specified in Table 2)] [description of share, share issuer, ISIN, WKN, Reuters Page, Bloomberg Code] [description of bond, bond issuer, denomination, maturity, ISIN, WKN, Reuters Page, Bloomberg Code] [description of certificate, certificate issuer, certificate underlying, ISIN, WKN, Reuters Page, Bloomberg Code] [index name, Index Sponsor name, Index Calculation Agent name [(as described in the Appendix hereto)], ISIN, WKN, Reuters Page, Bloomberg Code] [name, specifications and relevant price of commodity, Reference Market, Reuters Page, Bloomberg Code] [name and specifications of exchange rate, |
Fixing Sponsor, Reuters Page, Bloomberg Code] [description of fund share, description of fund, name of Investment Company, ISIN, WKN, Reuters Page, Bloomberg Code] [name, specification and relevant expiry month of the future contract, Reference Market, Reuters Page, Bloomberg Code] [name and specification of the interest rate, Relevant Time, Screen Page] [insert Code for other information system] |
[If necessary, amend columns of [the] Table [1] specifying further details]
[Table 2
[•]
[Insert table with information on the respective Basket Components and their weighting. Define individual Basket Components as "Basket Component [•]" or "B [•]". The presentation of information may correspond to the presentation of the Underlying in Table 1 (stating e.g. Issuer/Sponsor and WKN/ISIN/Reuters- Page/Bloomberg-Code/Screen Page and Time/Code for other information system.]]
§ 1
(Series, Form of Certificates, Issuance of Additional Certificates)
[In the case of quotation in units insert:
(1) This [tranche [2][•] of the] series (the "Series") [of] [insert corresponding name and pay-out description of Certificates, e.g. Discount, Bonus (including whether option to extend or early call right is applicable)] [as further specified above in [the] Table [1]] (the "Certificates") of UniCredit Bank AG [(acting through its [•] Branch)] (the "Issuer") will be issued on [•] (the "Issue Date") pursuant to these terms and conditions (the "Terms and Conditions"), [in the Specified Currency shown in [the] Table [1] above] [in [Euro ("EUR")][US-Dollar ("USD")] [•]][or [if applicable, insert alternative currency]] (the "Specified Currency") as [up to] [insert number of Certificates] [non- par value] Certificates [each with a principal amount [of [insert Principal Amount per Certificate]] [specified in [the] Table [1] above as the Principal Amount per Certificate] (the "Principal Amount")][in the aggregate number specified as the Number of Certificates in [the] above Table [1]]. [[Insert in the case of an increase:] This tranche [2][•] is fungible with and forms a single Series together with the issuance of [insert number][insert corresponding name and pay-out description of Certificates, e.g. Discount, Bonus (including whether option to extend or early call right is applicable)], which have already been [offered for purchase][issued] together with the final terms dated [insert date] [if applicable, add further tranches]].]
[In the case of quotation in percentage insert:
(1) This [tranche [2][•] of the] series (the "Series") [of] [insert corresponding name and pay-out description of Certificates, e.g. Discount, Bonus (including whether option to extend or early call right is applicable)] [as further specified in [the] above Table [1]] (the "Certificates") of UniCredit Bank AG [, acting through its [•] Branch] (the "Issuer") will be issued on [•] (the "Issue Date") pursuant to these terms and conditions (the "Terms and Conditions"), [in the Specified Currency shown in the Table [1] above] [in [Euro ("EUR")][US-Dollar ("USD")] [•]][or [if applicable, insert alternative currency]] (the "Specified Currency") in the aggregate principal amount [of [up to][insert aggregate principal amount]] [specified above as the Aggregate Principal Amount in [the] Table [1]] (the "Aggregate Principal Amount") and divided into [insert number of Certificates] Certificates, each with a principal amount [of [insert Principal Amount per Certificate]] [specified in [the] Table [1] above as the Principal Amount per Certificate] (the "Principal Amount").] [[Insert in the case of an increase:] This tranche [2][•] is fungible with and forms a single Series together with the issuance of [insert aggregate principal amount and specified currency of tranche 1] of the [insert corresponding name and pay-out description of Certificates, e.g. Discount, Bonus (including whether option to extend or early call right is applicable)], which have already been [offered for purchase][issued] together with the final terms dated [insert date] [if applicable, add further tranches]].]
In accordance with the Terms and Conditions, the Issuer shall[, provided that no Knock-Out Event has occurred during [the term of the Certificates] [if applicable, insert alternative period],] pay for each Certificate to the holder of such Certificate (each a "Certificate Holder"; all holders of Certificates are collectively referred to as "Certificate Holders") the [Redemption Amount (§ 4)] [Put Amount (§ 4) or the Optional Redemption Amount (§ 4)] [,][and] [Early Redemption Amount (§ 4)][or, as the case may be, deliver the quantity of [Underlyings][●] determined in accordance with these Terms and Conditions] [and shall pay [interest] [Additional Amounts] calculated in accordance with the provisions of these Terms and Conditions].
[For the avoidance of doubt: In case that a Knock-Out Event has occurred during [the term of the Certificates] [if applicable, insert alternative period], the Certificate Holder shall not be entitled to any payments in accordance with the provisions of these Terms and Conditions.]
[In the case of a Temporary Global Bearer Certificate, which is exchanged for a Permanent Global Bearer Certificate, insert1:
1 The text found in § 1(2) is known as the "TEFRA D legend". This footnote provides a very brief synopsis of the TEFRA rules under the tax code of the United States of America ("U.S."). Generally, debt instruments in bearer form which have a maturity of longer than 365 days may be subject to U.S. tax penalties if the issuance of such instruments does not comply with either the TEFRA C or TEFRA D rules. TEFRA C is highly restrictive and may be used only if, among other things, the instruments will not be offered or issued to persons in the U.S. and its possessions, as defined under the U.S. Internal Revenue Code, and the
(2) The Certificates are initially represented by a temporary global bearer certificate (the "Temporary Global Bearer Certificate") without interest coupons. The Temporary Global Bearer Certificate will be exchanged for a permanent global bearer certificate (the "Permanent Global Bearer Certificate", and, together with the Temporary Global Bearer Certificate, the "Global Certificate") on or after the 40th day (the "Exchange Date") after the Issue Date only upon delivery of certifications, to the effect that the beneficial owner or owners of the Certificates represented by the Temporary Global Bearer Certificate is not a U.S. person or are not U.S. persons (other than certain financial institutions or certain persons holding Certificates through such financial institutions) (the "Non-U.S. Beneficial Ownership Certificates"). Each Global Certificates bears the manual [or facsimile] signatures of two authorised representatives of the Issuer [as well as the manual signature of a control officer of [UniCredit Bank AG][Citibank N.A.][●]] and is deposited with [Clearstream Banking AG, Frankfurt am Main ("CBF")]/[a common depositary for Clearstream Banking société anonyme, Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear")] [●] ([CBL and Euroclear referred to as] the "Clearing System")].
Certificates are transferable as co-ownership interests in the Global Certificate in accordance with the rules and regulations of the Clearing System. The right to request definitive Certificates shall be excluded.] [The right to receive interest is represented by the Permanent Global Bearer Certificate.]
"U.S. persons" means such persons as defined in Regulation S of the United States Securities Act of 1933 and particularly includes residents of the United States as well as American stock corporations and private companies.]
[In the case of a Permanent Global Bearer Certificate from the Issue Date, insert:
(2) The Certificates are represented by a Permanent Global Bearer Certificate (the "Global Bearer Certificate") without interest coupons, which bears the manual [or facsimile] signatures of two authorised signatories of the Issuer [as well as the manual signature of a control officer of [UniCredit Bank AG][Citibank N.A.][●]] and which is deposited with [Clearstream Banking AG, Frankfurt am Main ("CBF")]/[a common depositary for Clearstream Banking société anonyme, Luxembourg ("CBL") and Euroclear Bank SA/NV ("Euroclear")] [●] ([CBL and Euroclear referred to as] the "Clearing System")]. Certificates are transferable as co-ownership interests in the Global Bearer Certificate in accordance with the rules and regulations of the Clearing System. The right to request definitive certificates shall be excluded.]
[If Monte Titoli is the relevant clearing system, insert:
(2) No physical document of title will be issued to represent the Certificates. On issue, the Certificates will be registered in the books of Monte Titoli S.p.A. ("Monte Titoli", also referred to as the "Clearing System").
The Certificates will be held in bearer form on behalf of the beneficial owners until settlement and cancellation thereof.]
[Insert in all cases:
(3) The Issuer reserves the right to issue additional certificates on the same terms at any time, without approval of the Certificate Holders, in such manner as to consolidate them with these Certificates forming a single fungible series together with the latter. In that event, the term "Certificates" also includes such additionally issued certificates.
[In the case of collateralised Certificates insert: In this event the Issuer is obliged to adjust the collateralisation of the Certificates (as described in § 5a).]
issuer does not "significantly engage in interstate commerce with respect to the issuance." In this case a TEFRA legend is not required. The TEFRA D rules, which are more mechanical than the TEFRA C rules, impose, during a "restricted period", certain restrictions on (i) the offer and sale of the instruments to "U.S. persons" or to persons within the U.S. and its possessions and (ii) the delivery of the instruments in the U.S. The TEFRA D rules also generally require that the owner of an instrument certify as to non-U.S. beneficial ownership and that the instrument contain a "TEFRA D legend" with specific language on its face. Compliance with TEFRA D provides for a safe harbour if instruments are inadvertently issued to U.S. persons. To the extent that Certificates have debt characteristics, such as "principal protection", TEFRA C and TEFRA D rules may apply. IF THERE IS ANY DOUBT WHETHER A CERTIFICATE MAY BE CONSIDERED DEBT, U.S. LEGAL AND TAX COUNSEL MUST BE CONSULTED.
§ 2 (Definitions)
Within these Terms and Conditions the following terms shall have the following meanings: ["Underlying" means
[the Underlying as described in [the] Table [1].][a basket consisting of [•] [as described in Table 2].]]
[With respect to shares as Underlying /Basket Component:
[With respect to shares as Basket Components, ["Basket Component" means each of the [shares described in Table 2] [following shares:]]
[Basket Component [•] [is][are] the share[s] of the [share issuer] [([WKN: [•]] [ISIN: [•]] [Reuters: [•]] [Bloomberg: [•]])].]
[If Basket Components are not specified in Table 2, the previous paragraph will be repeated for each share as Basket Component.]
[the share as described in [the] Table [1].]]
[With respect to bonds as Underlying /Basket Component
[With respect to bonds as Basket Components, [a "Basket Component" means each of the [bonds described in Table 2.] [following bonds:]]
Basket Component [•] [is][are] bonds issued by [bond issuer] [([WKN: [•]] [ISIN: [•]] [Reuters: [•]] [Bloomberg: [•]])], [maturing on [maturity date]] [having no fixed maturity date] with a denomination of [•].]
[If Basket Components are not specified in Table 2, the previous paragraph will be repeated for each bond as Basket Component.]]
[the bond described in [the] Table [1].]
[With respect to certificates as Underlying /Basket Component
[With respect to certificates as Basket Components, ["Basket Component" means each of the [certificates described in Table 2.] [following certificates:]]
[Basket Component [•] [is] [are]]
[the [certificate][certificates]] issued by [UniCredit Bank AG] [certificate issuer] relating to [certificate underlying[s] [([WKN: [•]] [ISIN: [•]] [Reuters: [•]] [Bloomberg: [•]])].]
[If Basket Components are not specified in Table 2, the previous paragraph will be repeated for each certificate as Basket Component.]
[the certificate described in [the] Table [1].]
[With respect to indices as Underlying /Basket Component:
[With respect to indices as Basket Components, ["Basket Component" means each of the [Indices described in Table 2[, the description of which is attached as Appendix].] [following Indices:]
[Basket Component [•] [is][are]]
the [index name] as [calculated and] published by [Index Sponsor name] (the "Index Sponsor") [and as calculated by [name of Index Calculation Agent] (the "Index Calculation Agent")] [([WKN: [•]] [ISIN: [•]] [Reuters: [•]] [Bloomberg: [•]])][the description of which is attached as Appendix].]
[If Basket Components are not specified in Table 2, the previous paragraph will be repeated for each index as Basket Component.]
[the index described in [the] Table [1] [,the description of which is attached as Appendix] [With respect to commodities as Underlying /Basket Component:
[With respect to commodities as Basket Components, ["Basket Component" means each of the [commodities described in Table 2.] [following commodities:]
[Basket Component [•] [is][are]]
the [name, specifications and relevant price of the commodity] ([Reuters: [•]] [Bloomberg: [•]] [insert code for other information system]) as determined at [Reference Market] (the "Reference Market").]
[If Basket Components are not specified in Table 2, the previous paragraph will be repeated for each commodity as Basket Component.]
[the commodity described in [the] Table [1].]
[With respect to currency exchange rates as Underlying /Basket Component:
[With respect to currency exchange rates as Basket Components, ["Basket Component" means each of the [currency exchange rates described in Table 2.] [following currency exchange rates:]
[Basket Component [•] [is][are]]
the [[name and further specifications of the currency exchange rate] [([Reuters: [•]] [Bloomberg: [•]])] as determined by [name of Fixing Sponsor] (the "Fixing Sponsor").]
[If Basket Components are not specified in Table 2, the previous paragraph will be repeated for each currency exchange rate as Basket Component.]
[the currency exchange rate described in [the] Table [1].]
[With respect to fund shares as Underlying /Basket Component:
[With respect to fund shares as Basket Components, ["Basket Component" means each of the [fund shares described in Table 2.] [following fund shares:]]
[Basket Component [•] [is][are]]
[[description of fund shares] [([WKN: [•]] [ISIN: [•]] [Reuters: [•]] [Bloomberg: [•]])] in the [name of fund] (the "Fund") of [name of the Investment Company] (the "Investment Company").] [the fund shares in the fund (the "Fund") of the investment company (the "Investment Company"). [insert description of benchmark]]
[If Basket Components are not specified in Table 2, the previous paragraph will be repeated for each fund share as Basket Component.]
[the fund share described in [the] Table [1].]
[With respect to future contracts as Underlying /Basket Component:
[With respect to future contracts as Basket Components, ["Basket Component" means each of the [future contracts described in Table 2.] [following future contracts:]]
[Basket Component [•] [is][are]]
[Name and specifications of the future contract (including provisions to determine relevant expiry month)] [([Reuters: [•]] [Bloomberg: [•]] [insert code for other information system])] as determined at [Reference Market] (the "Reference Market").]
[If Basket Components are not specified in Table 2, the previous paragraph will be repeated for each future contract as Basket Component.]
[the future contract described in [the] Table [1].]
[With respect to interest rates as Underlying /Basket Component:
[With respect to interest rates as Basket Components, ["Basket Component" means each of the [interest rates described in Table 2.] [following interest rates:]]
[Basket Component [•] [is][are]]
[the [name of the interest rate] [of the offered][●]quotation (expressed as a percentage rate per annum) for deposits in [EUR] [•] for that Interest Period, which appears on [specify Screen Page] (the "Screen Page") as of [11:00 a.m.] [•] ([Brussels] [London] [insert other financial center] time) (the "Relevant Time").]
[If Basket Components are not specified in Table 2, the previous paragraph will be repeated for each interest rate as Basket Component.]
[the interest rate described in [the] Table [1].]
["Reference Price" means
[with respect to shares as [Basket Components] [Underlying] [the [official closing price] [price][•] of the [Underlying] [respective Basket Component] as published by the Relevant Exchange[.][;]]
[with respect to bonds as [Basket Components] [Underlying] [the [official closing price] [price][•] of the [Underlying] [respective Basket Component] as published by the Relevant Exchange[.][;]]
[with respect to certificates as [Basket Components] [Underlying] [the [official closing price] [price][•] of the [Underlying] [respective Basket Component] as published by the Relevant Exchange[.][;]]
[with respect to indices as [Basket Components] [Underlying] [the [official closing price] [price][•] of the [Underlying] [respective Basket Component] as published by the [respective] Index Sponsor[.][;]]
[with respect to currency exchange rates as [Basket Components] [Underlying] [the [official] fixing price of the [Underlying] [respective Basket Component] as published by the [respective] Fixing Sponsor[.][;]]
[with respect to fund shares as [Basket Components] [Underlying] [the net asset Value ("NAV") of the [Underlying] [respective Basket Component] [as published by the [respective] Investment Company[and at which sale and purchase of fund shares take place]][as published by the Relevant Exchange]] [the [official closing price] [price][•] of the [Underlying] [respective Basket Component] as published by the Relevant Exchange[.][;]]
[with respect to commodities as [Basket Components] [Underlying] [the [official] settlement price of the [Underlying] [respective Basket Component] as published on the Reference Market[.][;]]
[with respect to interest rates as [Basket Components] [Underlying] [the [official] interest rate of [the [Underlying] [respective Basket Component] as displayed on the Screen Page[.][;]]
[with respect to future contracts as [basket components][underlying] a day on which the respective performance of the [Basket Component][Underlying]] [is published on the Reference Market[.][;]]
[other method to determine the Reference Price].]
["Reference Price [R][([min][max][initial][final][Best In][•])]]" means [in respect to the Basket Component [•]] [the [highest] [lowest][•] Reference Price [on the Observation Date][during the Observation Period][during the Best In Period][insert other term][specify amount]] [the Reference Price [R][([min][max][initial][final][•])]] specified in [the] Table [1] above] [other method[s] to determine the Reference Price (R/min/max/initial/final/Best In/etc.)].]
[the previous paragraph will be repeated for each Reference Price (R min/max/initial/final/etc.) as well as for each Basket Component in the case of a Basket as Underlying]
["Relevant Reference Price" means [the [highest] [lowest] [•] Reference Price [R][([min][max][initial][final][•])] of a Basket Component] [other method to determine the Relevant Reference Price].]
["Basket Value [B][([min][max][initial][final][Best In][•])]" means [the sum][the arithmetic average] [[of the Reference Prices][of R][([min][max][initial][final][•])] of all Basket Components][the [highest][lowest][•] Basket Value][[the Reference Price [R][([min][max][initial][final][Best In][•])]] [on the Observation Date[•]] [specify amount][other method to determine the Basket Value/B/min/max/initial/final/Best In/etc.].]
[the previous paragraph will be repeated for each Basket Value (B/min/max/initial/final/etc.)]
["Performance of the [Underlying] [Basket Value [•]]" means [the quotient of the [Reference Price [of R][([final][•])]] [[Basket Value][B] ([final][•])] divided by the Reference Price [R] [([initial][•])]] [Basket Value (B [initial][•])]] [the [highest] [lowest] Relevant Performance of a Basket Component] [other method to determine the Performance of the Underlying].]
["Relevant Performance" of a Basket Component means [the quotient of the Reference Price (R [final] [•]) of such Basket Component [•] divided by the Reference Price [R] ([initial][•]) of such Basket Component] [other
method to determine the Relevant Performance of a Basket Component].] ["Calculation Date" means [any day on which the [Underlying] [respective Basket Component]]
[with respect to [shares][,] [and] [bonds] [and] [certificates] as [basket components][underlying], any day on which the respective [Basket Component][Underlying]] [is scheduled to be traded on the Relevant Exchange[.][;]]
[with respect to indices as [basket components][underlying], any day on which the respective performance of the [Basket Component][Underlying]] [is published by the [respective] Index Sponsor[.][;]]
[with respect to fund shares as [basket components][underlying], any day on which the respective [NAV] [performance of the] [Basket Component][Underlying]] [is published by the [respective] Investment Company[.][;]]
[with respect to currency exchange rates as [basket components][underlying], any day on which the respective [Basket Component][Underlying]] [is published by the [respective] Fixing Sponsor[.][;]]
[with respect to commodities as [basket components][underlying], any day on which the respective performance of the [Basket Component][Underlying]] [is published on the Reference Market[.][;]]
[with respect to interest rates as [basket components][underlying], any day on which the respective [Basket Component][Underlying]] [is scheduled to be displayed on the Screen Page [at the Relevant Time] [.][;]]
[with respect to future contracts as [basket components][underlying] a day on which the respective performance of the [Basket Component][Underlying]] [is published on the Reference Market[.][;]] [other provisions to determine a Calculation Date].
["Banking Day" means any day (other than a Saturday or Sunday) on which the Clearing System [if the Specified Currency is Euro or if TARGET is needed for other reasons, insert: as well as the Trans-European Automated Real-time Gross settlement Express Transfer system 2 (TARGET)] [is][are] open for business[.] [if the Specified Currency is not Euro or if needed for other reasons, insert: and commercial banks and foreign exchange markets settle payments in [insert all relevant financial centres].]
["[Final] Valuation Date[s]" means [[each of] the Valuation Date[s] specified in [the] Table [1]][[the] specify [Final] Valuation Date]] [[the] [fifth][•] Calculation Date prior to the [Maturity Date][respective Put Date or, if applicable, the Call Date].] [If any such date is not a Calculation Date, the [immediately] [following][preceding][•] Calculation Date shall be the [respective] [Final] Valuation Date [•].]
[repeat previous paragraph for each further Valuation Date]
["[Valuation Date[s]][Observation Date[s]] for [Interest][Additional Amounts]" means [[each of] the [Valuation Date[s]] [Observation Date[s]] for [Interest][Additional Amounts] specified in [the] Table [1]] [specify [Valuation Date[s]] [Observation Date[s]] for [Interest][Additional Amounts]] [provided that the Valuation Date may be extended in accordance with § 4 ([[•]Insert paragraph concerning options to extend maturity]).] If [the][a] Valuation Date [with respect to any Basket Component] is not a Calculation Date, the immediately [next following][preceding][•] day [with respect to such Basket Component] [with respect to all Basket Components], which is a Calculation Date shall be the Valuation Date [with respect to such Basket Component] [with respect to all Basket Components] [, provided that the Valuation Date shall in no event be postponed to a later day than the [•] Banking Day prior to the Maturity Date].]
["Observation Date[s] [•]" means [specify Observation Date(s)] [the Observation Date[s] specified in [the] Table [1]]. [If [the][a] Valuation Date [with respect to any Basket Component] is not a Calculation Date, the immediately [next following][preceding][•] day [with respect to such Basket Component] [with respect to all Basket Components], which is a Calculation Date shall be the Valuation Date [with respect to such Basket Component] [with respect to all Basket Components] [, provided that the Valuation Date shall in no event be postponed to a later day than the [•] Banking Day prior to the Maturity Date].]
[repeat previous paragraph for each further Observation Date]
["Observation Period" means [specify Observation Period] [the Observation Period specified in [the] Table [1]].]
["Best In Period" means [specify Best In Period] [the Best In Period specified in [the] Table [1]].]
["Maturity Date" means [specify Maturity Date] [the Maturity Date specified in [the] Table [1]]. ][•]].[insert other description if applicable]]
["Early Maturity Date[s][•]" means [specify Early Maturity Date[s]] [the Early Maturity Date[s] specified in [the] Table [1]].]
[repeat previous paragraph for each further Early Maturity Date] ["Strike" means [specify Strike] [the Strike specified in [the] Table [1]].]
["Bonus Amount" means [specify Bonus Amount] [the Bonus Amount specified in [the] Table [1]].] ["Bonus Level" means [specify Bonus Level] [the Bonus Level specified in [the] Table [1]].]
["Minimum Amount" means [specify Minimum Amount] [the Minimum Amount specified in [the] Table [1]].]
["Maximum Amount" means [specify Maximum Amount] [the Maximum Amount specified in [the] Table [1]].]
["Cap" means [specify Cap] [the Cap specified in [the] Table [1]].]
["[Knock-Out] [Stop-Loss] [Upper] [Lower] Barrier [•]" means[, subject to the follwing adjustment procedure,] [specify Barrier] [the Barrier[s] specified in [the] Table [1]]. [The [Knock-Out] [Stop-Loss] [Upper] [Lower] Barrier [•] is adjusted in accordance with [specify adjustment procedure] [•]].
[repeat previous paragraph for each further Barrier]
["Knock-Out Event" shall have occurred if [specify Knock-Out Event] [the Reference Price of [the Underlying] [a Basket Component] during [the term of the Certificates] [if applicable, insert alternative period] has reached, i.e. was equal to or [above] [below] the Knock-Out Barrier] [insert other provisions].]
["Barrier Level [•]" means [specify Barrier Level] [the Barrier Level[s] specified in [the] Table [1]].] [repeat previous paragraph for each further Barrier Level]
["Multiplier" means [specify Multiplier] [the Multiplier specified in [the] Table [1][•] above]. [The Multiplier shall be rounded, if necessary, down to [four] [•] decimals, with [0.00005] [•] being rounded upwards.]]
["Participation Factor" means [specify Participation Factor] [the Participation Factor specified in [the] Table [1][•] above]. [The Participation Factor shall be rounded, if necessary, down to [four] [•] decimals, with [0.00005] [•] being rounded upwards.]]
["[Early] Redemption Level" means [specify [Early] Redemption Level] [the [Early] Redemption Level specified in table [1] [•]].]
["Fund Event" means
[a, in the issuer's reasonable discretion pursuant to § 315 BGB, notable modification of the investment strategy (e.g. by way of an amendment to the fund prospectus or a material change to the share of the different assets [held][within] the [respective] Fund), which materially changes the hedging situation of the Issuer;]
[a change in the currency of the [respective] Fund;]
[the impossibility for the Issuer to trade fund shares at their NAV;]
[any amended fee, commission or other charge is imposed by the [respective] Investment Company with respect to any subscriptions or redemption orders;]
[failure to calculate or communicate the NAV on more than [3][•] Calculation Dates;] [a change in the legal nature of the [respective] fund;]
[a material change in the [respective] Investment Company;]
[a material change to the [respective] fund management;]
[failure of the [respective] Fund or the Investment Company to comply with applicable legal or regulatory provisions;]
[there is any change in the legal, financial of supervisory treatment or suspension, failure or revocation of the registration of the [respective] Fund or the [respective] Investment Company, as far as the Issuer's hedging situation is concerned;]
[there is any change in the official interpretation or administration of any laws or regulation relating to taxation regarding the [respective] Fund, the Investment Company, the Issuer or the Calculation Agent or a change of the tax treatment of a Fund;]
[the Issuer's relative holding of shares in the [respective] Fund exceeds [48 per cent.][•];]
[the Issuer is obliged to sell shares of the [respective] Fund for reasons not related to the Certificates;]
[the introduction of composition, bankruptcy or insolvency proceedings, a de-merger, reclassification or consolidation, e.g. the change of the investment class of a Fund or the merger of the Fund with another fund;]
[the deviation of the respective Fund's historic 50 days volatility (annualized volatility of the last 50 days' daily Log-Return) from its benchmark's 50 days volatility, of more than 7.0 per cent.;]
[the distribution of any dividends or other amounts which do not comply with the general distribution policy of the [respective] Fund;]
[the approval of the [respective] Investment Company to administer the [respective] Fund for any reason whatsoever ceases to exist;]
[the imposition of any regulatory procedures of the [respectively] relevant supervisory authority against the [respective] Investment Company or the cancellation, suspension or revocation of the registration of the [respective] Fund;]
[any other event, which may have a material and not only temporary adverse effect on the NAV of the [respective] Fund;]
[specify further Fund Event(s)].]
["Relevant Exchange" [means [specify Relevant Exchange] [the Relevant Exchange specified in [the] Table [1]] [the stock exchange, on which the [Underlying] [respective Basket Component] [or its components] [is] [are] traded, and as determined by the Calculation Agent in accordance with such [Underlyings'] [Basket Components'] [or its components'] liquidity.] [[●] is the Relevant Exchange at the time of the Issue Date.] [In case of a material change in the market conditions at the Relevant Exchange, such as final discontinuation of the [Underlying's] [respective Basket Component'] [or of its components'] quotation at the Relevant Exchange and determination at a different stock exchange or considerably restricted liquidity, the Calculation Agent shall be entitled but not obligated to specify another stock exchange as the relevant stock exchange (the "Substitute Relevant Exchange") by way of notice pursuant to § 13. In the event of substitution, any reference in these Terms and Conditions to the Relevant Exchange, depending on the context, shall be deemed to refer to the Substitute Relevant Exchange.]]
["Determining Futures Exchange" [means [specify Determining Futures Exchange] [the Determining Futures Exchange specified in [the] Table [1] above] [shall be the stock exchange, on which respective derivatives on the [Underlying] [respective Basket Component] [or its components] (the "Derivatives") [are] traded, and as determined by the Calculation Agent in accordance with such Derivatives' liquidity.] In case of a material change in the market conditions at the Determining Futures Exchange, such as final discontinuation of Derivatives' quotation in respect of the [Underlying] [respective Basket Component] [or of its components] at the Determining Futures Exchange or considerably restricted liquidity, the Calculation Agent shall be entitled but not obligated to specify another derivatives exchange as the relevant futures exchange (the "Substitute Futures Exchange") by way of notice pursuant to § 13. In the event of substitution, any reference in these Terms and Conditions to the Determining Futures Exchange, depending on the context, shall be deemed to refer to the Substitute Futures Exchange.]
["Clearance System" means
[with respect to shares as [Basket Components][Underlying]] [•] [the principal domestic clearance system customarily used for settling trades in the shares constituting the [Underlying] [respective Basket Component] as determined by the Calculation Agent]
[with respect to bonds as [Basket Components][Underlying]] [•] [the principal domestic clearance system customarily used for settling trades in the bonds constituting the [Underlying] [respective Basket Component] as determined by the Calculation Agent]
[with respect to certificates as [Basket Components][Underlying]] [•] [the principal domestic clearance system customarily used for settling trades in the certificates constituting the [Underlying] [respective Basket Component] as determined by the Calculation Agent]
[with respect to indices as [Basket Components][Underlying]] [•] [the principal domestic clearance system customarily used for settling trades in the securities that form the basis of the [Underlying] [respective Basket Component] as determined by the Calculation Agent]
[with respect to currency exchange rates as [Basket Components][Underlying]] [•]
[with respect to fund shares as [Basket Components][Underlying]] [•] [the principal domestic clearance system customarily used for settling trades in the fund shares constituting the [Underlying] [respective Basket Component] as determined by the Calculation Agent]
[with respect to [commodities] [and] [future contracts] as [Basket Components][Underlying]] [•] [with respect to interest rates as [Basket Components][Underlying]] [•]
[other method to determine the Clearance System].]
["Clearance System Business Day" means, in respect of a Clearance System, any day (other than a Saturday or Sunday) on which such Clearance System is open for the acceptance and execution of settlement instructions.]
["Settlement Cycle" means
[with respect to shares as [Basket Components][Underlying]] [•] [the period of Clearance System Business Days following a trade on the Relevant Exchange in the shares constituting the [Underlying] [respective Basket Component], in which settlement will customarily occur according to the rules of that Relevant Exchange]
[with respect to bonds as [Basket Components][Underlying]] [•] [the period of Clearance System Business Days following a trade on the Relevant Exchange in the bonds constituting the [Underlying] [respective Basket Component], in which settlement will customarily occur according to the rules of that Relevant Exchange]
[with respect to certificates as [Basket Components][Underlying]] [•] [the period of Clearance System Business Days following a trade on the Relevant Exchange in the certificates constituting the [Underlying] [respective Basket Component], in which settlement will customarily occur according to the rules of that Relevant Exchange]
[with respect to indices as [Basket Components][Underlying]] [•] [the period of Clearance System Business Days following a trade on the Relevant Exchange in the securities that form the basis of the [Underlying] [respective Basket Component], in which settlement will customarily occur according to the rules of that Relevant Exchange]
[with respect to currency exchange rates as [Basket Components][Underlying]] [•]
[with respect to fund shares as [Basket Components][Underlying]] [•] [the period of Clearance System Business Days following a trade on the [Relevant Exchange] [trading system]in the fund shares constituting the [Underlying] [respective Basket Component], in which settlement will customarily occur according to the rules of that [Relevant Exchange] [trading system]]
[with respect to [commodities] [and] [future contracts] as [Basket Components][Underlying]] [•] [with respect to interest rates as [Basket Components][Underlying]] [•]
[other method to determine the Settlement Cycle].]
[insert additional definitions, if applicable]
[§ 3
([Interest][,][Additional Amount]) [In the case of Non interest Bearing Certificates insert:
The Certificates do not bear interest.]
[In the case of Fixed 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 a rate of [insert interest rate] [per annum] (the "Interest Rate"). Interest shall, subject to a postponement or adjustment pursuant to § 8 (2), be payable in arrears [quarterly][semi-annually][annually][•] on [insert Interest Payment Date/s] in each year ([each such date, an] [the] "Interest Payment Date"), starting on [insert first Interest Payment Date].
[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 the 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. 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 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 the case of EURIBOR/LIBOR or other Reference Rate-linked Floating Rate Certificates (Screen Rate Determination) insert:
(2) [In the case of Screen Rate Determination insert: The interest rate (the "Interest Rate") for the relevant Interest Period is the [[•]-[EURIBOR][LIBOR]][insert other reference rate] (the "Reference Rate") which will be determined as follows:
(a) if only one offered quotation is available on the Screen Page, the offered quotation; or
(b) if more than one offered quotation is available on the Screen Page, 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)
(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 at [11:00][•] [a.m.][p.m.] ([Brussels] [insert other financial center] time) on the Interest Determination Date (as defined below)
[In the case of a Margin insert: [plus] [minus] the Margin], all as determined by the Calculation Agent.
[In the case of a Margin insert: The "Margin" amounts to [•] per cent per annum.]
"Interest Determination Date" means the [second] [insert other applicable number of days] [TARGET] [London] [insert other relevant financial centre] Banking Day prior to the commencement of the relevant Interest Period. [in the case of a TARGET Banking Day, insert: "TARGET Banking Day" means a day on which TARGET is operational.] [in the case of a non- TARGET Banking Day, insert: "[London] [insert other relevant financial centre] Banking Day" means a day (other than a Saturday or Sunday) on which commercial banks are open for business (including dealings in foreign exchange and foreign currency) in [London] [insert other relevant financial centre]].
"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.]
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 Reference 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 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 Reference 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; or, if fewer than two of the Reference Banks provide the Calculation Agent with such offered quotations, the Reference 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).
If the Reference Rate cannot be determined in accordance with the foregoing provisions of this paragraph, the Reference 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.
"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 countries and territories listed in the Annex of Council Regulation (EC) No. 974/98 of 3 May 1998 on the introduction of the euro, as amended.] [If another method of determination applies, insert relevant details in lieu of the provisions of this paragraph (2).]
[In the case of Underlying-linked Floating Rate 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 Adjustments and Market Disruptions in accordance with § 6 and § 7. Any reference in such provisions to the determination of the Redemption Amount shall be deemed to refer to the determination of the Underlying-linked Interest Rate. The definitions of § 2 shall apply accordingly.]
[In the 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].]]
[(3)][(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 [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 [the Principal Amount] [the outstanding Aggregate Principal Amount].]
[(4)][(5)] [The Calculation Agent][•] will arrange for the Interest Rate [and the Reference 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 [fourth][●] 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 adjusted (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.]
[(5)][(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 the 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 shall accrue at the [default rate of interest2 established by law][amortization yield] on the [Specified Denomination] [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 the case of Dual Currency Certificates and Partially Paid Deposited Certificates, insert all details here.]
[In the case of all interest-bearing Certificates with a Day Count Fraction insert:
[●] "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 the case of Actual / Actual (ICMA):
[if the Calculation Period is equal to or shorter than the Interest Period during which it falls insert: the number of days in the Calculation Period divided by the product of (1) the number of days in the Interest Period in which the Calculation Period falls and (2) the number of Interest Periods in any year].
[if the Calculation Period is longer than one Interest Period insert: the sum of:
(a) the number of days in such Calculation Period falling in the Interest Period in which it begins divided by the product of (1) the number of days in such Interest Period and (2) the number of Interest Periods in any year; and
(b) the number of days in such Calculation Period falling in the next Interest Period divided by the product of (1) the number of days in such Interest Period and (2) the number of Interest Periods in any year].]
[In the case of a short first or last Calculation Period insert: For the purposes of determining the relevant Interest Period only, [insert fictive Interest Payment Date] shall be deemed to be an Interest Payment Date.] [In the case of a long first or last Calculation Period insert: For the purposes of determining the relevant Interest Period only, [insert fictive Interest Payment Dates] shall each be deemed to be an Interest Payment Date].]
[If 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 / 360 insert:
2 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 actual number of days in the Calculation Period divided by 360.]
[If 30/360 or 360/360 or Bond Basis insert:
[Option 1, if ISDA 2000 Definitions shall be applicable:
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).]
[Option 2, if ISDA 2006 Definitions shall be applicable:
the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
[360× (Y2 − Y1 )]+ [30× (M2 − M1 )]+ (D2 − D1 )
Day Count Fraction =
Where:
360
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31 and D1 is greater than 29, in which case D2 will be 30.]]
[If 30E/360 or Eurobond Basis insert:
[Option 1, if ISDA 2000 Definitions shall be applicable:
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 date of the first day or the last day of the Calculation Period unless, in 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).]
[Option 2, if ISDA 2006 Definitions shall be applicable:
the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
[360× (Y2 − Y1 )]+ [30× (M2 − M1 )]+ (D2 − D1 )
Day Count Fraction =
Where:
360
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless such number would be 31, in which case D2 will be 30.]]
[If 30E/360 (ISDA) (only, if ISDA 2006 Definitions shall be applicable) insert:
the number of days in the Calculation Period divided by 360, calculated on a formula basis as follows:
[360× (Y2 − Y1 )]+ [30× (M2 − M1 )]+ (D2 − D1 )
Day Count Fraction =
Where:
360
"Y1" is the year, expressed as a number, in which the first day of the Calculation Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Calculation Period falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the last day included in the Calculation Period falls;
"D1" is the first calendar day, expressed as a number, of the Calculation Period, unless (i) that day is the last day of February or (ii) such number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in the Calculation Period, unless (i) that day is the last day of February but not the Maturity Date or (ii) such number would be 31 and , in which case D2 will be 30,
provided, however, that in each such case the number of days in the Calculation Period is calculated from and including the first day of the Calculation Period to but excluding the last day of the Calculation Period.]
[No day count fraction applicable.]
[In the case of Certificates with an Additional Amount insert:
(1) Each Certificate Holder shall be entitled to payment of the Additional Amount – as long as an Additional Amount will be paid – 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 ValuationDate] [Observation Date [•]] in accordance with the following [formula] [provisions]: [insert formula and/or provisions to determine the Additional Amount].]
[(3) The provisions for the determination of the Additional Amount may be subject to Adjustments and Market Disruptions in accordance with § 6 and § 7. Any reference in such provisions to the determination of the Redemption Amount shall be deemed to refer to the determination of the Additional Amount. The definitions of § 2 shall apply accordingly.]]
§ 4
([Optional] Redemption Amount[, Exercise by Certificate Holder]
[, Automatic Early Redemption] [, Extension of Maturity][, Deliveries])
[(1) The Certificates shall be redeemed, unless redeemed early pursuant to [paragraph [•] of this § 4][,] [or] [§ 5][,] [or] [§ 6] on the Maturity Date at the Redemption Amount.]
[Alternatively insert in the case of Open End Certificates:
(1) The Certificates shall be redeemed at the Put Date or Call Date, as the case may be, in relation to which [the Issuer gives notice of the Redemption pursuant to § 13] [or] [the Certificate Holders exercise their Put-Option according to paragraph ([•]) of this § 4][, as the Case may be] at the Put Amount or, as the case may be, Optional Redemption Amount according to § 5.]
[For Certificates with automatic early redemption:
(2) If, in the determination of the Calculation Agent, [on a [Valuation Date [•]][Observation Date][•]] [one of] the following conditions for an automatic early redemption are met, the Certificates will be redeemed pursuant to the provisions in § 8 on the [relevant] Early Maturity Date by
[in the case of redemption by payment of an Early Redemption Amount:
payment of the [relevant] Early Redemption Amount per Certificate. The "Early Redemption Amount" equals an amount in [the Specified Currency][•][insert regulation for dual currency certificate] determined by the Calculation Agent on the [relevant] [Valuation Date][Observation Date [•]] in accordance with the following [provisions][formula]: [insert conditions for the Early Maturity Date and provisions and/or formula for determining the Early Redemption Amount].]
[in the case of physical delivery:
delivery of [the Underlying][•] [in a quantity expressed by the Multiplier] per Certificate in accordance with the following [provisions][formula]: [insert conditions for the Early Maturity Date and provisions and/or the method to determine the quantity].
[If applicable, a supplemental cash amount (the "Supplemental Cash Amount") for non-deliverable fractions of [Underlyings][•] will be paid.]]
[Repeat regulations for further Observation Dates]
[If applicable, insert other method to determine the Early Redemption Amount]] [For all Certificates except Open End Certificates:
[in the case of redemption by payment of a Redemption Amount:
[(2)][(3)] The "Redemption Amount" per Certificate equals an amount in [the Specified Currency][•][insert regulation for dual currency certificate] [in the Principal Amount] determined by the Calculation Agent on the [last] [Valuation Date][Observation Date [(final)][•]] in accordance with the following [provisions] [formula]: [insert provisions and/or formula].]
[[If [the Reference Price on any Calculation Date during the Observation Period was never equal to or below the Barrier] [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 Underlying][●] [in a quantity expressed by the Multiplier] [insert other method to determine the quantity]]. If applicable, a supplemental cash amount (the "Supplemental Cash Amount") for non-deliverable fractions of [Underlyings][●] will be paid.]]
[The Redemption Amount shall in no event be higher than the Maximum Amount.]
The Redemption Amount [and the Early Redemption Amount] [and the number of deliverable [Underlyings][Basket Component][●] and any Supplemental Cash Amount] [is][are] subject to Adjustments and Market Disruptions in accordance with § 6 and § 7.]
[For all Certificates with an Certificate Holder's Put-Option:
([•]) The Certificate Holders may, by notice in writing (the "Put Notice"), demand the early redemption of the Certificates on [the following dates:] [insert Put Date/s] ([the][each a] "Put Date"). The Issuer shall redeem the Certificates pursuant to the provisions in § 8 at the Put Amount [including all interest accrued until the Put Date,] against delivery of the Certificates to the account of the Principal Paying Agent [No. 2013][•] at the Clearing System] to the Issuer or to its order, if any Certificate Holder gives prior Put Notice [at least] [10][•] [and not more than [60][•]] Banking Days [before the Put Date][•]. [(This Put Notice shall be made by transmission of the duly completed form, available at the specified office of the Principal Paying Agent during normal trading hours, to the Principal Paying Agent)].
The Put Notice shall include inter alia
[(a) the name and the 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 of the relevant Certificates;]
[(b) the security identification number and the number of Certificates in relation to which the Put Right shall be exercised;]
[(c) the bank and cash account to which the Put Amount is to be transferred.] [•] [insert further/other provisions]
[If the number of Certificates stated in the Put Notice for which the Exercise Right is to be effected
deviates from the number of Certificates transferred to the Principal Paying Agent, the Put 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.]
[Such put option may be exercised between [•] and [•].] No option so exercised may be revoked or withdrawn.
"Put Amount" means [with respect to each Certificate, an amount in [the Specified Currency][•][insert regulation for dual currency certificate] determined by the Calculation Agent on the [relevant] [Valuation Date][Observation Date [•]][Put Date][•] in accordance with the following [provisions][formula]: [insert provisions and/or formula for determining the Put Amount]
[If [insert condition for redemption by physical delivery], the Certificate Holder for each Certificate will receive [the Underlying][•] [in a quantity expressed by the Multiplier][insert other method to determine the quantity]]. [If applicable, a supplemental cash amount (the "Supplemental Cash Amount") for non-deliverable fractions of the Underlying will be paid.]]]
[Insert in the case of Zero Coupon Certificates:
([•]) The [Early Redemption Amount] [Optional Redemption Amount] [Put Amount] [Cancellation Amount] of a Certificate shall be an amount equal to the sum of:
(a) [insert Reference Price] (the "Reference Price"), and
(b) The product of [insert Amortisation Yield in per cent.] (the "Amortisation Yield") and the Reference Price from (and including) [insert Issue Date] to (but excluding) the date fixed for redemption or (as the case may be) the date upon which the Certificates become due and payable, whereby the Amortisation Yield shall be compounded annually.
Where such calculation is to be made for a period which is not a whole number of years, the calculation in respect of the period of less than a full year (the "Calculation Period") shall be made on the basis of the Day Count Fraction (as defined in §3).
If the Issuer fails to pay the [Early Redemption Amount] [Optional Redemption Amount] [Put Amount] [Calculation Amount] when due, such amount shall be calculated as provided herein, except that references in subparagraph (b) above to the date fixed for redemption or the date on which such Certificates becomes due and repayable shall refer to the date on which payment is made.]
[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].]
[For all Certificates:
([•]) [In this context, any reference to the Redemption Amount shall be read as reference to the [Early Redemption Amount][,] [and] [the Put Amount] [and] [the Optional Redemption Amount].]
§ 5
[In the case of no Issuer's Regular Call Right:
(intentionally left out)] [In the case of Issuer's Regular Call Right:
(Issuer's Regular Call Right)
(1) The Issuer has the right, with effect from [insert "regular" Call Date/s] of each year but not before [insert First Call Date] (each such date a "Call Date") to terminate all, but not part, of the Certificates.
(2) The Issuer shall give notice of the call at least [•] [days] [months] [years] in advance of the respective Call Date in accordance with § 13. The notice is irrevocable and shall indicate the Call Date.
(3) In the event of a call by the Issuer, redemption of each Certificate at the [relevant] Call Date at the Optional Redemption Amount [together with any interest accrued until the Call Date] is made pursuant to the provisions in § 8.
(4) "Optional Redemption Amount" means [with respect to each Certificate, an amount in [the Specified Currency][•][insert regulation for dual currency certificate] determined by the Calculation Agent on the [relevant] [Valuation Date][Observation Date [•]][•] in accordance with the following [provisions][formula]: [insert provisions and/or formula for determining the Optional Redemption Amount]
[If [insert condition for redemption by physical delivery], the Certificate Holder for each Certificate will receive [the Underlying] [•] [in a quantity expressed by the Multiplier][insert other method to determine the quantity]]. [If applicable, a supplemental cash amount (the "Supplemental Cash Amount") for non-deliverable fractions of the Underlying will be paid.]]]
[(5) The Certificate Holder's Put Option with effect to the [last] Put Date preceding the Call Date is not affected by a call by the Issuer.]]
[In the 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 collateralised in accordance with the collateral trust agreement (the "Collateral Trust Agreement" (Sicherheitentreuhandvertrag)), a copy of which is attached as Annex 2 to the Final Terms. The Collateral Trust Agreement entered into between the Issuer and Clearstream Banking AG as collateral trustee (the "Collateral Trustee" (Sicherheitentreuhänder)) 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 below, 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.
["Foreign Securities" means [●].]
(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 as defined below. The Liquidation Amount is calculated by the Calculation Agent as defined in clause 1 of the Collateral Trust Agreement on the basis of reasonable market prices per Certificate in accordance with clause 6.5 of the Collateral Trust Agreement. The so calculated Liquidation Amount will also be announced by
the Collateral Trustee. After the occurrence of a Liquidation Event, the Collateral Trustee will realise the collateral in accordance with the Collateral Trust Agreement and use the proceeds obtained by it from such realisation of the collateral to satisfy the claims of the Certificate Holders for payment of the Liquidation Amount.
If the proceeds of realisation are not sufficient to pay the Liquidation Amount owed to each Certificate Holder, no further claims against the Collateral Trustee exist. However, this does not affect the right of the Certificate Holders to assert further claims for payment of the Liquidation Amount against the Issuer.
["Liquidation Amount" means [●].]
(4) The Issuer is required to provide collateral to secure the Certificates in accordance with clauses 4 and 10 of the Collateral Trust Agreement. Should the Issuer fail to comply with this requirement within three Banking Days of receipt by the Issuer of a notice from the Collateral Trustee according to clause
10.7 of the Collateral Trust Agreement, the Collateral Trustee will announce this circumstance as set out in § 13. After such announcement, each Certificate Holder shall be entitled to declare its Certificates due and demand immediate redemption thereof at the extraordinary redemption amount defined in § 5a (6) (the "Extraordinary Redemption Amount") for each Certificate (the "Extraordinary Redemption Right"). The Certificate Holder may exercise the Extraordinary Redemption Right from the time of announcement of this circumstance up to the [fifth] [●] Banking Day following a further announcement by the Collateral Trustee that collateralisation has been performed in accordance with the terms of the Collateral Trust Agreement, as specified in § 5a (5).
(5) In order to exercise the Extraordinary Redemption Right under § 5a (4), the Certificate Holder must
(i) instruct its depositary bank to submit a written notice to the Principal Paying Agent (§ 9) on the form available from the Principal Paying Agent or by providing all the details and declarations requested in the form (the "Redemption Notice") and (ii) transfer the Certificates to the Issuer, subject to the condition precedent that the Extraordinary Redemption Amount owed to the Certificate Holder has been paid in accordance with § 5a (6).
The Redemption Notice is binding and irrevocable. A Redemption Notice is ineffective if it reaches the Principal Paying Agent after the [fifth] [●] Banking Day following an announcement by the Collateral Trustee according to § 13 that the Certificates are again collateralised in accordance with the terms of the Collateral Trust Agreement. If the stated number of Certificates for which the redemption request is made in the Redemption Notice deviates from the number of Certificates transferred to the Issuer subject to condition precedent, the Redemption Notice shall be deemed to have been submitted for the number of Certificates corresponding to the smaller of the two numbers.
(6) Once the Extraordinary Redemption Right has been effectively exercised, the Principal Paying Agent will forward the Redemption Notice to the Collateral Trustee, who will determine the Extraordinary Redemption Amount payable per redeemed Certificate. For this purpose the Collateral Trustee will – in its reasonable discretion pursuant to § 317 BGB – identify one or more independent banks who play a leading role in the [certificates market] [●] in Germany. Each of these banks will be instructed to determine the reasonable market price of the Certificates which are redeemed on the [second] [●] Banking Day following receipt of the Extraordinary Redemption Notice by the Principal Paying Agent and the transfer of the Certificates to the Issuer subject to condition precedent. The Extraordinary Redemption Amount per Certificate is the arithmetical mean of the reasonable market prices per Certificate reported to the Collateral Trustee by these banks. The Collateral Trustee will inform the Issuer without delay of the Extraordinary Redemption Amount calculated on this basis.
Upon payment of the Extraordinary Redemption Amount, all rights under the redeemed Certificates shall expire.
(7) In the absence of manifest error, all determinations, calculations or other decisions by the Collateral Trustee shall be binding on all parties.
(8) All taxes, fees or other charges in connection with the redemption of the Certificates shall be borne and paid by the Certificate Holders.
(9) If a Liquidation Event occurs following the exercise of the Extraordinary Redemption Right by a Certificate Holder but before payment of the Extraordinary Redemption Amount to the Certificate Holder, the Redemption Notice will become invalid and the Certificate Holder's claim to payment of the Extraordinary Redemption Amount will be replaced by the claim to payment of the Liquidation Amount according to § 5a (3).][insert alternative provision as to collateralisation]]
§ 6 [(intentionally left out)]
[([Index Concept, ][Adjustments][, Corrections][, Issuer's Irregular Call Right]) [In the case of a Basket as Underlying:
(1) If, in relation to a Basket Component, an adjustment (as described in [these Terms and Conditions][Final Terms] of the Certificates) is necessary, the Issuer, acting by itself or through the Calculation Agent, will (in addition to the adjustments pursuant to these Terms and Conditions in relation to each Basket Component) be entitled but not required either
(a) to exercise its reasonable discretion pursuant to § 315 BGB in removing the respective Basket Component from the Basket without replacing it (if applicable by adjusting the weighting of the remaining Basket Components), or
(b) to exercise its reasonable discretion pursuant to § 315 BGB in replacing the Basket Component in whole or in part with a new Basket Component (if applicable by adjusting the weighting of the Basket Components then present) (the "Successor Basket Component").
In such case, the Successor Basket Component will be deemed to be the Basket Component and each reference in these Terms and Conditions to the Basket Component will be deemed to refer to the Successor Basket Component.
The Issuer's termination right described in this § 6 remains unaffected.]
[In the case of an index as Underlying or Basket Component:
[With respect to indices as Basket Components the following provisions shall apply:]
[(1)][(2)] The basis for calculating [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] [shall be the [Underlying] [respective Basket Component] with its provisions applicable from time to time (the "Index Concept"), as developed and continued by the [respective] Index Sponsor, as well as the respective method of calculation, determination, and publication of the Reference Price [of the respective Basket Component] by the [respective] [Index Sponsor] [Index Calculation Agent]. The same shall apply if during the lifetime of the Certificates changes are made or occur in respect of the calculation of the [Underlying] [respective Basket Component], the composition and/or weighting of prices on the basis on which the [Underlying] [respective Basket Component] is calculated, or if other measures are taken, which have an impact on the Index Concept, unless otherwise provided in below provisions.
[(2)][(3)] Changes in the calculation of [the Underlying] [a Basket Component] (including adjustments) or the [respective] Index Concept shall not result in an adjustment of the provisions to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] unless the new relevant concept or calculation of the [Underlying] [respective Basket Component] is, as a result of a change (including any adjustment), at the Calculation Agent's reasonable discretion pursuant to § 317 BGB no longer comparable to the previous relevant concept or calculation. [When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the Derivatives linked to the [Underlying] [respective Basket Component] actually performed by the Determining Futures Exchange.] 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 [Underlying] [respective Basket Component]. [If the Calculation Agent determines that, pursuant to the rules of the Determining Futures Exchange, no adjustments are made to the Derivatives linked to the [Underlying] [respective Basket Component], the terms of the Certificates will regularly remain unchanged.] The method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] may also be adjusted if the calculation or publication of [the Underlying] [a Basket Component] is cancelled or replaced by another Underlying. The adjusted method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with
§ 13.
[(3)][(4)] If a [Reference Price][price of [the Underlying] [the respective Basket Component]] determined and published by the [respective] [Index Sponsor] [Index Calculation Agent] and which is used by the Calculation Agent as the basis for the calculation of [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] (the "Original Determination") is subsequently corrected and the correction (the "Corrected Value") is published by the [respective] [Index Sponsor] [Index Calculation Agent] after the original publication, but [still within one Settlement Cycle] [●], then the Calculation Agent will notify the Issuer of the Corrected Value as soon as reasonably practicable and shall again determine the relevant value (the "Replacement Determination") by using the Corrected Value. If the result of the Replacement Determination is different from the result of the Original Determination, the Calculation Agent may, to the extent that it determines to be necessary and practicable, adjust [any relevant terms] [the method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier]] accordingly. [When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the Derivatives linked to [the Underlying] [the respective Basket Component] actually performed by the Determining Futures Exchange.] 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 Corrected Value. The adjusted method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with § 13.
[(4)][(5)] If the calculation or publication of [the Underlying] [a Basket Component] is at any time cancelled and/or replaced by another [Underlying] [Basket Component] the Calculation Agent shall, in its reasonable discretion pursuant to § 317 BGB, stipulate which Underlying [as corresponding Basket Component] should in future be used as the basis for the calculation of [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] (the "Replacement [Underlying] [Basket Component]"), adjusting, if applicable, the method or formula to calculate [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] accordingly. The Replacement [Underlying] [Basket Component] and the time that it is first applied shall be published in accordance with § 13. Commencing with the first application of the Replacement [Underlying] [Basket Component], any reference to the [Underlying] [respective Basket Component] in these Terms and Conditions, depending on the context, shall be deemed to refer to the Replacement [Underlying] [Basket Component].
[(5)][(6)] If [the Underlying] [a Basket Component] is no longer determined and published by the [respective] Index Sponsor but rather by another person, company or institution (the "New Index Sponsor"), then the Calculation Agent shall have the right to calculate [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] on the basis of the [Underlying] [respective Basket Component] as calculated and published by the New Index Sponsor. In this case, any reference to the Index Sponsor contained herein shall, depending on the context, be deemed as referring to the New Index Sponsor. If [the Underlying] [a Basket Component] is no longer calculated by the [respective] [Index Calculation Agent][Index Sponsor] but rather by another person, company or institution (the "New Index Calculation Agent"), then the Calculation Agent shall have the right to calculate [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] on the basis of the [Underlying] [respective Basket Component] as calculated by the New Index Calculation Agent. In this case, any reference to the Index Calculation Agent contained herein shall, depending on the context, be deemed as referring to the New Index Calculation Agent.
[(6)][(7)] Should the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the change in the method of determination of the Reference Price [of the respective Basket Component] or should, in the determination of the Calculation Agent, no Replacement [Underlying] [Basket Component] [or no successor or replacement Index Calculation Agent] be available,
[[insert in the case of Certificates without an unconditioned minimum redemption:] 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 or at the time indicated in the notice. In that case, the Calculation Agent shall within [ten][●] [Banking Day[s]][Calculation Date[s]] [before the day of early repayment] [after having consulted an independent expert named by the Calculation Agent][after the termination becomes effective] determine[ and publish without delay] the reasonable market value of the Certificates (the "Cancellation Amount"). The Cancellation Amount
will be paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.]
[[insert in the case of Certificates with an unconditioned minimum redemption:] the Issuer will repay the Certificates on [Maturity Date] [●] at their cancellation amount. In order to determine the cancellation amount (the "Cancellation Amount"), the Calculation Agent shall within [ten][●] [Banking Day[s]] determine the reasonable market value of the Certificates and add unaccrued interest valid in the market at that point in time up to the [Maturity Date][●], whereas the Cancellation Amount shall be at least an amount equal to [include minimum Redemption Amount] [the Principal Amount] [●] per Certificate. The Cancellation Amount will be published by giving notice pursuant to
§ 13 and paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.] [insert other method to determine adjustments and early termination]]
[In the case of a share as Underlying or Basket Component:
[With respect to shares as Basket Components the following provisions shall apply:]
[(1)][(2)] The Calculation Agent shall be authorised, in its reasonable discretion pursuant to § 317 BGB, to adjust the method for the determination of the Redemption Amount[,] [and] [the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] upon the occurrence of any of the following events:
(a) the company that has issued the [Underlying] [respective Basket Component] or a third party takes a measure, which would – based on a change in the legal and economic situation, in particular a change in the company's assets and capital – in the reasonable discretion of the Calculation Agent pursuant to § 317 BGB, affect the [Underlying] [respective Basket Component] (e.g. capital increase against cash contribution, issuance of securities with options or conversion rights into shares, capital increase with company funds, distribution of special dividends, share splits, merger, liquidation, nationalization) [insert other adjustment events], or
[(b) the Determining Futures Exchange performs an early termination of the respective outstanding Derivatives linked to the [Underlying] [respective Basket Component], or
(c) the Determining Futures Exchange performs an adjustment to the respective outstanding Derivatives linked to the [Underlying] [respective Basket Component].]
[When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the respective derivatives linked to the [Underlying] [respective Basket Component] actually performed by the Determining Futures Exchange.] 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 [Underlying] [respective Basket Component]. [If the Calculation Agent determines that, pursuant to the rules of the Determining Futures Exchange, no adjustments are made to the Derivatives linked to the [Underlying] [respective Basket Component], the terms of the Certificates will regularly remain unchanged.] The adjusted method to determine the Redemption Amount[, the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with § 13.
[(2)][(3)] If a [Reference Price][price of [the Underlying] [the respective Basket Component]] determined and published by the [respective] Relevant Exchange and which is used by the Calculation Agent as the basis for the calculation of [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] (the "Original Determination") is subsequently corrected and the correction (the "Corrected Value") is published by the [respective] Relevant Exchange after the original publication, but [still within one Settlement Cycle] [●], then the Calculation Agent will notify the Issuer of the Corrected Value as soon as reasonably practicable and shall again determine the relevant value (the "Replacement Determination") by using the Corrected Value. If the result of the Replacement Determination is different from the result of the Original Determination, the Calculation Agent may, to the extent that it determines to be necessary and practicable, adjust [any relevant terms] [the method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier]] accordingly. [When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the Derivatives linked to [the Underlying] [the respective Basket Component] actually performed by the Determining Futures
Exchange.] 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 Corrected Value. The adjusted method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with § 13.
[(3)][(4)] Should
(a) the quotation of the [Underlying] [respective Basket Component] at the Relevant Exchange, or as the case may be, Determining Futures Exchange be finally discontinued and no Substitute Relevant 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 company that has issued the [Underlying] [respective Basket Component] or the relevant third party,
[[insert in the case of Certificates without an unconditioned minimum redemption:] 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 or at the time indicated in the notice. In that case, the Calculation Agent shall within [ten][●] [Banking Day[s]][Calculation Date[s]] [before the day of early repayment] [after having consulted an independent expert named by the Calculation Agent] [after the termination becomes effective] determine[ and publish without delay] the reasonable market value of the Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.]
[[insert in the case of Certificates with an unconditioned minimum redemption:] the Issuer will repay the Certificates on [Maturity Date] [●] at their cancellation amount. In order to determine the cancellation amount (the "Cancellation Amount"), the Calculation Agent shall within [ten][●] [Banking Day[s]] determine the reasonable market value of the Certificates and add unaccrued interest valid in the market at that point in time up to the [Maturity Date][●], whereas the Cancellation Amount shall be at least an amount equal to [include minimum Redemption Amount] [the Principal Amount] [●] per Certificate. The Cancellation Amount will be published by giving notice pursuant to § 13 and paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.] [insert other method to determine adjustments and early termination]]
[In the case of a bond as Underlying or Basket Component:
[With respect to bonds as Basket Components the following provisions shall apply:]
[(1)][(2)] The Calculation Agent shall be authorised, in its reasonable discretion pursuant to § 317 BGB, to adjust the method for the determination of the Redemption Amount [and][,] [the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] upon the occurrence of any of the following events:
(a) the entity that has issued the [Underlying] [respective Basket Component] or a third party takes a measure, which in the reasonable discretion of the Calculation Agent pursuant to
§ 317 BGB, affects the [Underlying] [respective Basket Component] (e.g. termination or repurchase of the [Underlying] [respective Basket Component] by the respective issuer, or debt rescheduling in general) [insert other adjustment event], or
(b) the Determining Futures Exchange performs an early termination the respective Derivatives outstanding linked to the [Underlying] [respective Basket Component] early, or
(c) the Determining Futures Exchange performs an adjustment to the respective Derivatives outstanding linked to the [Underlying] [respective Basket Component].
When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the respective Derivatives linked to the [Underlying] [respective Basket Component] actually performed by the Determining Futures Exchange. The Calculation Agent will use reasonable endeavors 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 [Underlying] [respective Basket Component]. If the Calculation Agent determines that, pursuant to the rules of the Determining Futures Exchange, no adjustments are made to the Derivatives linked to the [Underlying]
[respective Basket Component], the terms of the Certificates will regularly remain unchanged. The adjusted method to determine the Redemption Amount [, the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with § 13.
[(2)][(3)] If a [Reference Price] [price of [the Underlying] [the respective Basket Component]] determined and published by the [respective] Relevant Exchange and which is used by the Calculation Agent as the basis for the calculation of [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] (the "Original Determination") is subsequently corrected and the correction (the "Corrected Value") is published by the [respective] Relevant Exchange after the original publication, but [still within one Settlement Cycle] [●], then the Calculation Agent will notify the Issuer of the Corrected Value as soon as reasonably practicable and shall again determine the relevant value (the "Replacement Determination") by using the Corrected Value. If the result of the Replacement Determination is different from the result of the Original Determination, to the extent that it determines to be necessary and practicable, the Calculation Agent may adjust [any relevant terms] [the method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier]] accordingly. When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the Derivatives linked to [the Underlying] [the respective Basket Component] actually performed by the Determining Futures Exchange. 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 Corrected Value. The adjusted method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with § 13.
[(3)][(4)] Should
(a) the quotation of the [Underlying] [respective Basket Component] at the Relevant Exchange or, as the case may be, the Determining Futures Exchange, be finally discontinued and no Substitute Relevant Exchange or Substitute Futures Exchange could be determined,
(b) the Calculation Agent come to the conclusion that no reasonable adjustment is possible for the relevant measure of the entity that has issued the [Underlying] [respective Basket Component] or the relevant third party, or
(c) the [Underlying] [respective Basket Component] becomes due prior to its scheduled maturity upon the occurrence of an event of default, in accordance with the terms and conditions of such [Underlying] [respective Basket Component],
[[insert in the case of Certificates without an unconditioned minimum redemption:] 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 or at the time indicated in the notice. In that case, the Calculation Agent shall within [ten][●] [Banking Day[s]][Calculation Date[s]] [before the day of early repayment] [after having consulted an independent expert named by the Calculation Agent] [after the termination becomes effective] determine[ and publish without delay] the reasonable market value of the Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.]
[[insert in the case of Certificates with an unconditioned minimum redemption:] the Issuer will repay the Certificates on [Maturity Date] [●] at their cancellation amount. In order to determine the cancellation amount (the "Cancellation Amount"), the Calculation Agent shall within [ten][●] [Banking Day[s]] determine the reasonable market value of the Certificates and add unaccrued interest valid in the market at that point in time up to the [Maturity Date][●], whereas the Cancellation Amount shall be at least an amount equal to [include minimum Redemption Amount] [the Principal Amount] [●] per Certificate. The Cancellation Amount will be published by giving notice pursuant to
§ 13 and paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.] [insert other method to determine adjustments and early termination]]
[In the case of a commodity or future contract as Underlying or Basket Component:
[With respect to [commodities][and][future contracts] as Basket Components the following provisions shall apply:]
[(1)][(2)] The basis for calculating the Redemption Amount [and][,] [the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] shall be the [commodity] [and] [future contract] specified as the [Underlying] [respective Basket Component] considering the method of price determination and the trading conditions applicable on the Reference Market (e.g. in terms of the quality, the quantity [,] [or] the currency of trading [or the expiry dates]).
[(2)][(3)] If, in the reasonable discretion of the Calculation Agent pursuant to § 317 BGB, the method of price determination or the trading conditions applicable to the [Underlying] [respective Basket Component] on the Reference Market are changed in a way that the new relevant method of price determination or the trading conditions applicable on the Reference Market applicable to the [Underlying] [respective Basket Component] is, as a result of a change, no longer comparable to the previous relevant method or condition, the Calculation Agent is entitled to adjust the method to determine the Redemption Amount [and][,] [the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] to account for such change. [When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the respective Derivatives linked to the [Underlying][respective Basket Component] actually performed by the Determining Futures Exchange.] 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 [Underlying] [respective Basket Component]. [If the Calculation Agent determines that, pursuant to the rules of the Determining Futures Exchange, no adjustments are made to the Derivatives linked to the [Underlying] [respective Basket Component], the terms of the Certificates will regularly remain unchanged.] The method to determine the Redemption Amount [and] [,] [the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] may also be adjusted in case trading in [the Underlying] [a Basket Component] is cancelled on the Reference Market. The adjusted method to determine the Redemption Amount[, the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with § 13.
[(3)][(4)] If trading in [the Underlying] [a Basket Component] is at any time cancelled on the Reference Market but is resumed on another market which the Calculation Agent deems suitable in its reasonable discretion pursuant to § 317 BGB (the "Replacement Reference Market"), the Calculation Agent is entitled to stipulate that such Replacement Reference Market should in future be used as the basis for the calculation of the Redemption Amount [and] [,] [the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier]. In such case, the Calculation Agent is also entitled to adjust the method or formula to calculate the Redemption Amount [and][,] [the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] to account for any difference in the method of price determination or the trading conditions applicable to the [Underlying] [respective Basket Component] on the Replacement Reference Market, as compared to the methods and conditions applicable on the Reference Market. The Replacement Reference Market and the time that it is first applied shall be published in accordance with § 13. Commencing with the first application of the Replacement Reference Market, any reference to the Reference Market in these Terms and Conditions, depending on the context, refers to the Replacement Reference Market.
[(4)][(5)] Should the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the change in the method of price determination or the trading conditions applicable to the [Underlying] [respective Basket Component] on the Reference Market or should, in the determination of the Calculation Agent, no Replacement Reference Market be available,
[[insert in the case of Certificates without an unconditioned minimum redemption:] 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 notice pursuant to § 13 or at the time indicated in the notice. In that case, the Calculation Agent shall within [ten][●] [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 without delay] the reasonable market value of the Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.]
[[insert in the case of Certificates with an unconditioned minimum redemption:] the Issuer will repay the Certificates on [Maturity Date] [●] at their cancellation amount. In order to determine the
cancellation amount (the "Cancellation Amount"), the Calculation Agent shall within [ten][●] [Banking Day[s]] determine the reasonable market value of the Certificates and add unaccrued interest valid in the market at that point in time up to the [Maturity Date][●], whereas the Cancellation Amount shall be at least an amount equal to [include minimum Redemption Amount] [the Principal Amount] [●] per Certificate. The Cancellation Amount will be published by giving notice pursuant to
§ 13 and paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.] [insert other method to determine adjustments and early termination]]
[In the case of a fund share as Underlying or Basket Component:
[With respect to fund shares as Basket Components the following provisions shall apply:]
[(1)][(2)] The basis for calculating the Redemption Amount [and] [,] [the Additional Amount] [,] [and] [the Interest Rate] [,] [and] [the Multiplier] shall be the [Underlying] [respective Basket Component] with its rules applicable from time to time, as developed and continued by the Investment Company, as well as the Investment Company's respective method for calculating, determining, and publishing the net asset value ("NAV") of the [Underlying] [respective Basket Component] by the Investment Company. The calculations are based on the NAV of the [Underlying] [respective Basket Component] as officially applicable on the [Valuation Date][Observation Date [●]] and as determined and published by the Investment Company [or, at the reasonable discretion of the Calculation Agent pursuant to § 317 BGB, as determined for any [Underlying] [Basket Component], the trading of which is permitted at one or more stock exchanges, based on the call price as published on the [Valuation Date][Observation Date [●]] at the Relevant Exchange. Should such Relevant Exchange fail to publish a call price, the Calculation Agent shall be entitled to consult a Substitute Relevant Exchange for determination purposes.]
[(2)][(3)] The Issuer may postpone payment of the Redemption Amount [and] [,] [the Additional Amount] up to [twelve (12)][twentyfour (24)][•] calendar months after the due date in the event of a delay in the determination of the NAV by the relevant Investment Company or fund administrator. The Calculation Agent may in such case solely to facilitate a partial upfront payment of the Redemption Amount estimate the NAV. Such estimate is based on the last valuation of each component of the [Underlying] [respective Basket Component]) notified to the Calculation Agent on or prior to the relevant [Valuation Date][Observation Date]. Certificate Holders are not entitled to interest or any other payments for such delay.]
([●]) Upon the occurrence of a Fund Event the Calculation Agent shall be entitled to adjust the method for determining the Redemption Amount [and] [,] [the Additional Amount] [,] [and] [the Interest Rate] [,] [and] [the Multiplier] to account for such Fund Event. When determining the necessity of an adjustment, the Calculation Agent will use reasonable endeavors 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 NAV for the [Underlying] [respective Basket Component]. The adjusted method to determine the Redemption Amount[, the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with
§ 13.
[([●]) Upon the occurrence of a Fund Event the Calculation Agent shall within [five][●] [Banking Days][Calculation Dates] from the Reference Date, be entitled to adjust the method for determining the Redemption Amount [and] [,] [the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier], to consider such Fund Event. In case an adjustment is required, the Calculation Agent shall:
(a) replace the affected Fund by its Benchmark. In such case, the performance of the [Underlying][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] [,]
[and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with § 13.]
[([●]) If a [Reference Price] [price of [the Underlying] [the respective Basket Component]] determined and published by the [respective] Investment Company and which is used by the Calculation Agent as the basis for the calculation of [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate][,] [and] [the Multiplier] (the "Original Determination") is subsequently corrected and the correction (the "Corrected Value") is published by the [respective] Investment Company after the original publication, but [still within one Settlement Cycle] [●], then the Calculation Agent will notify the Issuer of the Corrected Value as soon as reasonably practicable and shall again determine the relevant value (the "Replacement Determination") by using the Corrected Value. If the result of the Replacement Determination is different from the result of the Original Determination, to the extent that it determines to be necessary and practicable, the Calculation Agent may adjust [any relevant terms] [the method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate][,] [and] [the Multiplier]] accordingly. When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the Derivatives linked to [the Underlying] [the respective Basket Component] actually performed by the Determining Futures Exchange. 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 Corrected Value. The adjusted method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate][,] [and] [the Multiplier] and the time of its initial application shall be published in accordance with § 13.]
[([●]) In the event that the NAV of the [Underlying] [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 referring to the New Investment Company.]
[([●]) Should
(a) the Calculation Agent come to the conclusion that no reasonable adjustment is possible to account for the Fund Event or
(b) should, in the determination of the Calculation Agent, no New Investment Company be available,
[[insert in the case of Certificates without an unconditioned minimum redemption:] 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 or at the time indicated in the notice. In that case, the Calculation Agent shall within [ten][●] [Banking Day[s]][Calculation Date[s]] [before the day of early repayment] [after having consulted an independent expert named by the Calculation Agent] [after the termination becomes effective] determine[ and publish without delay] the reasonable market value of the Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.]
[[insert in the case of Certificates with an unconditioned minimum redemption:] the Issuer will repay the Certificates on [Maturity Date] [●] at their cancellation amount. In order to determine the cancellation amount (the "Cancellation Amount"), the Calculation Agent shall within [ten][●] [Banking Day[s]] determine the reasonable market value of the Certificates and add unaccrued interest valid in the market at that point in time up to the [Maturity Date][●], whereas the Cancellation Amount shall be at least an amount equal to [include minimum Redemption Amount] [the Principal Amount] [●] per Certificate. The Cancellation Amount will be published by giving notice pursuant to
§ 13 and paid pursuant to the provisions in § 8 to the Clearing System or to its order 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 Underlying 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 Aggregate 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 or any other amount under these Terms and Conditions of the Certificates is always subject to the Issuer having received sufficient funds from the liquidation of the Underlying in advance of the due date for payment. If the Issuer has not received such or sufficient funds (due to tax deduction or otherwise), the entitlement to receive the Redemption Amount or any other amount under these Terms and Conditions of the Certificates is limited to the amount actually received by the Issuer.]
[insert other method to determine adjustments and early termination]]
[In the case of an exchange traded fund share as Underlying or Basket Component:
[With respect to fund shares as Basket Components the following provisions shall apply:]
[(1)][(2)] The basis for calculating the Redemption Amount [and][,] [the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] shall be the [Underlying][respective Basket Component] with its rules applicable from time to time, as developed and continued by the Investment Company, as well as the Reference Price of the [Underlying][respective Basket Component] as published by the Relevant Exchange.
[(2)][(3)] The Calculation Agent shall be authorised, in its reasonable discretion pursuant to § 317 BGB, to adjust the method for the determination of the Redemption Amount[,] [and] [the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] upon the occurrence of any of the following events:
(a) the occurrence of a Fund Event, or
[(b) the Determining Futures Exchange performs an early termination of the respective outstanding Derivatives linked to the [Underlying] [respective Basket Component], [or]]
[(c) the Determining Futures Exchange performs an adjustment to the respective outstanding Derivatives linked to the [Underlying] [respective Basket Component] [, or]]
[•] [insert other adjustment events].
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 [Underlying] [respective Basket Component]. The adjusted method to determine the Redemption Amount[, the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with § 13.
[([●]) The Calculation Agent shall within [five][●] [Banking Days][Calculation Dates] from the Reference Date also be entitled to adjust the method for determining the Redemption Amount [and] [,] [the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] to consider such Fund Event. In case an adjustment is required, the Calculation Agent shall:
(a) replace the affected Fund by its Benchmark. In such case, the performance of the [Underlying][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] [,] [and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with § 13.]
[([●]) If a [Reference Price][price of [the Underlying] [the respective Basket Component]] determined and published by the [respective] Relevant Exchange and which is used by the Calculation Agent as the basis for the calculation of [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] (the "Original Determination") is subsequently corrected and the correction (the "Corrected Value") is published by the [respective] Relevant Exchange after the original publication, but [still within one Settlement Cycle] [●], then the Calculation Agent will notify the Issuer of the Corrected Value as soon as reasonably practicable and shall again determine the relevant value (the "Replacement Determination") by using the Corrected Value. If the result of the Replacement Determination is different from the result of the Original Determination, to the extent that it determines to be necessary and practicable, the Calculation Agent may adjust [any relevant terms] [the method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier]] accordingly. [When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the Derivatives linked to [the Underlying] [the respective Basket Component] actually performed by the Determining Futures Exchange.] 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 Corrected Value. The adjusted method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with § 13.]
[([●]) Should
(a) the quotation of the [Underlying] [respective Basket Component] at the Relevant Exchange[, or as the case may be, Determining Futures Exchange] be finally discontinued and no Substitute Relevant 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 Investment Company or the relevant third party,
[[insert in the case of Certificates without an unconditioned minimum redemption:] 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 or at the time indicated in the notice. In that case, the Calculation Agent shall within [ten][●] [Banking Day[s]][Calculation Date[s]] [before the day of early repayment] [after having consulted an independent expert named by the Calculation Agent] [after the termination becomes effective] determine[ and publish without delay] the reasonable market value of the Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.]
[[insert in the case of Certificates with an unconditioned minimum redemption:] the Issuer will repay the Certificates on [Maturity Date] [●] at their cancellation amount. In order to determine the cancellation amount (the "Cancellation Amount"), the Calculation Agent shall within [ten][●] [Banking Day[s]] determine the reasonable market value of the Certificates and add unaccrued interest valid in the market at that point in time up to the [Maturity Date][●], whereas the Cancellation Amount shall be at least an amount equal to [include minimum Redemption Amount] [the Principal Amount] [●] per Certificate. The Cancellation Amount will be published by giving notice pursuant to
§ 13 and paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.]
[([●]) The Issuer may from time to time limit the exercise of Certificates by the Certificate Holders to [•] per cent. of the Aggregate Principal Amount of all Certificates outstanding (the "Maximum Redemption Amount"). If the exercise of Certificates by the Certificate Holders on any Put 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 Put Date(s). The redemption of those Certificates will be postponed accordingly.]
[insert other method to determine adjustments and early termination]]
[In the case of a currency exchange rate as Underlying or Basket Component:
[With respect to currency exchange rates as Basket Components the following provisions shall apply:]
[(1)][(2)] In the event that the [Underlying] [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 Interest Rate] [and] [the Multiplier] [on the basis of the [Underlying] [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 deemed to refer 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 of 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 transactions, entering of the currency used for the calculation into the European Monetary Union and other circumstances having a comparable impact on the [Underlying] [respective Basket Component] the reliable determination of the [Underlying] [respective Basket Component]] is impossible or impracticable,
[[insert in the case of Certificates without an unconditioned minimum redemption:] 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 or at the time indicated in the notice. In that case, the Calculation Agent shall within [ten][●] [Banking Day[s]][Calculation Date[s]] [before the day of early repayment] [after having consulted an independent expert named by the Calculation Agent] [after the termination becomes effective] determine[ and publish without delay] the reasonable market value of the Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.]
[[insert in the case of Certificates with an unconditioned minimum redemption:] the Issuer will repay the Certificates on [Maturity Date] [●] at their cancellation amount. In order to determine the cancellation amount (the "Cancellation Amount"), the Calculation Agent shall within [ten][●] [Banking Day[s]] determine the reasonable market value of the Certificates and add unaccrued interest valid in the market at that point in time up to the [Maturity Date][●], whereas the Cancellation Amount shall be at least an amount equal to [include minimum Redemption Amount] [the Principal Amount] [●] per Certificate. The Cancellation Amount will be published by giving notice pursuant to
§ 13 and paid pursuant to the provisions in § 8 to the Clearing System or to its order 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 the case of certificates as Underlying 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 pursuant to § 317 BGB, to adjust the method for the determination of the Redemption Amount [and] [,] [the Additional Amount] [,] [and] [the Interest Rate] [and] [the Multiplier] upon the occurrence of any of the following events:
(a) the issuer of the certificate who has issued the [Underlying] [respective Basket Component] or a third party takes a measure, which would in the reasonable discretion of the Calculation Agent pursuant to § 317 BGB, affect the [Underlying] [respective Basket Component] (e.g. termination or repurchase of the [Underlying] [respective Basket Component] by the respective issuer or any adjustments made to the [Underlying] [respective Basket Component] by its issuer in accordance with the terms and conditions of such [Underlying] [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 [Underlying] [respective Basket Component], or
(c) the Determining Futures Exchange performs an adjustment to the respective derivatives outstanding on the underlying of the [Underlying] [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 [Underlying] [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)] If a [Reference Price][price of [the Underlying] [the respective Basket Component]] determined and published by the [respective] Relevant Exchange and which is used by the Calculation Agent as the basis for the calculation of [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] (the "Original Determination") is subsequently corrected and the correction (the "Corrected Value") is published by the [respective] Relevant Exchange after the original publication, but [still within one Settlement Cycle] [●], then the Calculation Agent will notify the Issuer of the Corrected Value as soon as reasonably practicable and shall again determine the relevant value (the "Replacement Determination") by using the Corrected Value. If the result of the Replacement Determination is different from the result of the Original Determination, to the extent that it determines to be necessary and practicable, the Calculation Agent may adjust [any relevant terms] [the method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier]] accordingly. When determining the necessity of an adjustment, the Calculation Agent will take into account the adjustment of the Derivatives linked to [the Underlying] [the respective Basket Component] actually performed by the Determining Futures Exchange. 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 Corrected Value. The adjusted method to determine [the Redemption Amount][,] [and] [the Additional Amount][,] [and] [the Interest Rate] [and] [the Multiplier] and the time of its initial application shall be published in accordance with § 13.
[(3)][(4)] Should
(a) the quotation of the [Underlying] [respective Basket Component] at the Relevant Exchange or, as the case may be, the Determining Futures Exchange be finally discontinued and no Substitute Relevant 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 [Underlying] [respective Basket Component] or the relevant third party, or
(c) the [Underlying] [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 [Underlying] [respective Basket Component]),
[[insert in the case of Certificates without an unconditioned minimum redemption:] 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 or at the time indicated in the notice. In that case, the Calculation Agent shall within [ten][●] [Banking Day[s]][Calculation Date[s]] [before the day of early repayment] [after having consulted an independent expert named by the Calculation Agent] [after the termination becomes effective] determine[ and publish without delay] the reasonable market value of the Certificates (the "Cancellation Amount"). The Cancellation Amount will be paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.]
[[insert in the case of Certificates with an unconditioned minimum redemption:] the Issuer will repay the Certificates on [Maturity Date] [●] at their cancellation amount. In order to determine the cancellation amount (the "Cancellation Amount"), the Calculation Agent shall within [ten][●] [Banking Day[s]] determine the reasonable market value of the Certificates and add unaccrued interest
valid in the market at that point in time up to the [Maturity Date][●], whereas the Cancellation Amount shall be at least an amount equal to [include minimum Redemption Amount] [the Principal Amount] [●] per Certificate. The Cancellation Amount will be published by giving notice pursuant to
§ 13 and paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.] [insert other method to determine adjustments and early termination]]
[In the case of a floating interest rate as Underlying or Basket Component:
[With respect to interest rates as Basket Component the following provisions shall apply:]
[(2)] [If the Screen Page for the [Underlying] [respective Basket Component] at the Relevant Time is not available or if the Reference Price [R] for the [Underlying] [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 [Underlying] [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]] [insert for all Certificates:
[•] The adjustments and determinations of the Issuer pursuant to the paragraphs above shall be effected by the Issuer or the Calculation Agent at its reasonable discretion pursuant to § 315 or, as the case may be, § 317 BGB and shall be final, conclusive and binding on all parties, except where there is a manifest error.]]]
[•] In case of the occurrence of Change in Law, Hedging Disruption or Increased Cost of Hedging (all as defined below)
[[insert in the case of Certificates without an unconditioned minimum redemption:] 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 or at the time indicated in the notice. In that case, the Calculation Agent shall within [ten][●] [Banking Day[s]][Calculation Date[s]] [before the day of early repayment] [after having consulted an independent expert named by the Calculation Agent] [after the termination becomes effective] determine[ and publish without delay] the reasonable market value of the Certificates ([also] the "Cancellation Amount"). The Cancellation Amount will be paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.]
[[insert in the case of Certificates with an unconditioned minimum redemption:] the Issuer will repay the Certificates on [Maturity Date] [●] at their cancellation amount. In order to determine the cancellation amount ([also] the "Cancellation Amount"), the Calculation Agent shall within [ten][●] [Banking Day[s]] determine the reasonable market value of the Certificates and add unaccrued interest valid in the market at that point in time up to the [Maturity Date][●], whereas the Cancellation Amount shall be at least an amount equal to [include minimum Redemption Amount] [the Principal Amount] [●] per Certificate. The Cancellation Amount will be published by giving notice pursuant to § 13 and paid pursuant to the provisions in § 8 to the Clearing System or to its order with the instruction for immediate forwarding to the Certificate Holders.] [insert other method to determine adjustments and early termination]]
For purposes of this § 6:
"Change in Law" means that, on or after the Issue Date of the Certificates (A) due to the adoption of or any change in any applicable law or regulation (including, without limitation, any tax law), or (B) due to the promulgation of or any change in the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation (including any action taken by a taxing authority), the Issuer determines in good faith that (X) it has become illegal to hold,
acquire or dispose of [the Underlying] [the Basket Components], or (Y) it will incur a materially increased cost in performing its obligations under the Certificates (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position).
"Hedging Disruption" means that the Issuer is unable, after using commercially reasonable efforts, to
(A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge price risks or other risks of issuing and performing its obligations with respect to the Certificates, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s); and
"Increased Cost of Hedging" means that the Issuer would incur a materially increased (as compared with circumstances existing on the Issue Date) amount of tax, duty, expense or fee (other than brokerage commissions) to (A) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge price risks or other risks of issuing and performing its obligations with respect to the Certificates, or (B) realise, recover or remit the proceeds of any such transaction(s) or asset(s), provided that any such materially increased amount that is incurred solely due to the deterioration of the creditworthiness of the Issuer shall not be deemed an Increased Cost of Hedging.]]
§ 7
[In the case of an interest rate as Underlying or Basket Component:
(Intentionally left out)]
[Otherwise:
(Market Disruptions)
(1) Notwithstanding the conditions of § 6 above, 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.] [No interest is due because of such postponement.]
(2) Should the Market Disruption continue for more than [30] [•] consecutive [Banking Days] [Calculation Dates], the Issuer, in its reasonable discretion pursuant § 315 BGB, 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] shall be determined [in accordance with prevailing market conditions around [10:00 a.m. (Munich local time)] [•] on this [thirty-first] [•][Calculation Dates] [Banking Days]] [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] [•][Banking Days] [Calculation Dates] 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 the case of Market Disruptions]
(3) "Market Disruption" means:
[In the case of a share, a bond or a certificate as Underlying or Basket Component:
[with respect to [shares] [or] [bonds] [or] [certificates] as Basket Component[s]]
[(a) the suspension or restriction of trading in [the Underlying] [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 Underlying] [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 Underlying or Basket Component:
(c) the determination by the Calculation Agent in its reasonable discretion pursuant to
§ 317 BGB 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 [Underlying] [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 the case of an index being the Underlying 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 [Underlying] [respective Basket Component] are listed or traded, or on the respective Futures Exchanges on which Derivatives on the Underlying are listed or traded.]
[([•]) in relation to individual securities which form the basis of the [Underlying][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]]
[([•]) the suspension of or failure to calculate [the Underlying] [a Basket Component] or the non- publication of the calculation as a result of a decision [by the [respective] Index Sponsor][by the [respective] [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 [Underlying] [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 the case of a commodity as Underlying 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 Underlying] [a Basket Component] on the Reference Market,
(b) the suspension or restriction of trading in a Derivative linked to [the Underlying] [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 Underlyings] [a Basket Component] on the Reference Market (e.g. in terms of the quantity or the currency relating to [the Underlying] [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 the case of a currency exchange rate as Underlying or Basket Component:
[with respect to currency exchange rates as Basket Components]
[(a) the failure to publish the exchange rate for the [Underlying] [respective Basket Component] by the Fixing Sponsor,
(b) the suspension or restriction in foreign exchange trading for at least one of the two currencies quoted as a part of [the Underlying] [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 the case of a future contract as Underlying or Basket Component:
[with respect to future contracts as Basket Components]
[(a) the suspension or the restriction of trading relating to [the Underlying] [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 [Underlying] [respective Basket Component] by the Reference Market (e.g. in terms of the quantity or the currency relating to the underlying of the [Underlying][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 the case of a fund share as Underlying or Basket Component:
[with respect to fund shares 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 [Underlying] [respective Basket Component] are listed or traded, or on the respective Futures Exchanges on which Derivatives on the Underlying are listed or traded; [or]]
(b) the failure to calculate the NAV of [the Underlying] [a Basket Component] as a result of a decision by the Investment Company or the fund administrator [or the Investment Manager] of the relevant Fund, [or]
(c) a closure, restructuring or insolvency of [the Underlying][a Basket Component] takes place, or other circumstances occur not allowing a reliable determination of the NAV of [the Underlying] [a Basket Component], including the demand of provisions which exclude the return of fund shares for a specific period or restrict it to a specific volume of the reference fund or waive additional fees or which allow the separation of specific assets or non-cash benefits instead of cash benefits as well as comparable provisions, provided that the Market Disruption has an adverse affect on the Issuer's ability to secure its obligations or to calculate the price of the [Underlying][relevant Basket Component], in the determination of the Calculation Agent[.][; or]
[•] [insert other method/s 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 the case of an exchange traded fund share as Underlying or Basket Component:
[with respect to exchange traded fund shares as Basket Components]
[(a) in general the suspension or restriction of trading on the exchanges or the markets on which the securities or indices that form the basis of the [Underlying] [respective Basket Component] are listed or traded, or on the respective Futures Exchanges on which Derivatives on the securities or indices that form the basis of the [Underlying] [respective Basket Component] are listed or traded, [or]]
[(b) the suspension or restriction of trading in [the Underlying][one or more of the Basket Components] on the Relevant Exchange, [or]]
[(c) in general the suspension or restriction of trading in a Derivative linked to [the Underlying][one or more of the Basket Components] on the Determining Futures Exchange, [or]]
[•] [insert other method/s to determine a Market Disruption]
[to the extent that such suspension or restriction occurs during the last hour prior to the normal calculation of the closing price of the [Underlying][[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, 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, the Determining Futures Exchange].]]
§ 8 (Payments[, Deliveries])
(1) The Issuer undertakes
(a) to pay the Redemption Amount [within [five][●]][on the] [●] [Banking Day[s] following the] [Maturity Date][Valuation Date][Observation Date [(final)][●]][.][, and]]
[In the case of a Early Redemption Amount, insert:
(b) to pay the Early Redemption Amount [within [five][●]][on the] [●] [Banking Day[s] following the] [respective] [Early Maturity Date][Valuation Date][Observation Date [●]][●][.][, and]]
[In the case of a Optional Redemption Amount, insert:
([b][c]) to pay the Optional Redemption Amount [within [five][●]][on the] [●] [Banking Day[s] following the] [Call Date][Valuation Date][Observation Date [•]][including any interest accruing until the Call Date] [.][, and]]
[In the case of a Put Amount, insert:
([•]) to pay the Put Amount [within [five][●]][on the] [●] [Banking Day[s] following the] [Put Date][Valuation Date][Observation Date [•]] [.][, and]]
[In the case of a Cancellation Amount, insert:
([•]) to pay the Cancellation Amount [within [five][●]][on the] [●] [Banking Day[s] following the] [the date of the notice pursuant to § 6 ([●]) or, as the case may be, the date of the early termination specified in such notice] [Maturity Date][its determination][.][, and]]
[In the case of an Interest Amount, insert:
([•]) to pay the Interest Amount [within [five][●]][on the] [●] [Banking Day[s] following the] the Interest Payment Date[.][, and]]
[In the case of an Additional Amount, insert:
([•]) to pay the Additional Amount [within [five][●]][on the] [●] [Banking Day[s] following the] corresponding payment date of the Additional Amount[.][, and]]
([•]) [insert further amounts or other provisions regarding payments]
The amounts mentioned in this paragraph (1) and all further amounts payable under these Terms and Conditions shall be rounded [if the Specified Currency is Euro, insert: up or down to the nearest
0.01 Euro, with 0.005 Euro being rounded [upwards][always downwards]][if the Specified Currency is not Euro, insert: up or down to the smallest unit of the Specified Currency, with 0.5 of such unit being rounded [upwards][always downwards]][insert other rounding rule]. [The conversion of the amounts payable in [Euro] [●] is effected [●].
(2) If the due date for any payment under the Certificates (the "Payment Date") is not a Banking Day then
[if the Following Business Day Convention is applicable, insert: the Certificate Holders shall not be entitled to payment until the next Banking Day.]
[In the case of Modified Following Business Day Convention, insert: the Certificate Holders shall not be entitled to payment until the next such Banking Day unless it would thereby fall into the next calendar month in which event the payment shall be made on the immediately preceding Banking Day.]
[in the case of Floating Rate Convention insert: the Certificate Holders shall not be entitled to payment until the next Banking Day, unless it would thereby fall into the next calendar month, in which event (i) an Interest Payment Date shall be the immediately preceding Banking Day and (ii) each subsequent Interest Payment Date shall be the last Banking Day in the month, which falls [[insert number] months] [insert other specified periods] after the preceding applicable Interest Payment Date.]
[if the Preceding Business Day Convention is applicable, insert: the Certificate Holders shall be entitled to payment on the immediately preceding Banking Day.]
[for any Business Day Convention, if no adjustment is effected, insert: The Certificate Holders shall not be entitled to further interest or other payment in respect of such delay.]
[for any Business Day Convention, if adjustment is effected, insert: In the event that the Payment Date is [brought forward] [or] [postponed] as described above, the Interest Payment Date and the Interest Amount will be adjusted accordingly [and the creditor is entitled to possible further Interest due to such default].]
[If applicable, insert deviating Business Day Convention for Redemption Amount and/or Additional Amount etc.]
(3) All payments shall be made to the Principal Paying Agent (as defined in § 9). The Principal Paying Agent shall pay all amounts due to the Clearing System for credit to the respective accounts of the depository bank for transfer to the Certificate Holders. The payment to the Clearing System shall discharge the Issuer from its payment obligations under the Certificates in the amount of such payment.
(4) If the Issuer fails to make any payment under the Certificates when due, interest shall accrue on due amounts on the basis of [the default rate of interest established by law3][•]. The accrual of interest starts on the due date (including) and ends at the end of the day immediately preceding the effective date of payment (including).
[(5) Delivery of [Underlyings][•] and payment of any Supplemental Cash Amount shall be made within [five] [•] Banking Days after the [Valuation Date][Observation Date [•]] [Maturity Date] (the "Delivery Period") to the Clearing System for credit to the accounts of the relevant depository banks of the Certificate Holders. All costs, incl. possible custody fees, exchange turnover taxes, stamp taxes or transaction fees, other taxes or levies (together the "Delivery Costs"), incurred as a result of the delivery of the [Underlyings][•], shall be borne by the respective Certificate Holder. According to the provisions of these Terms and Conditions, the [Underlyings][•] shall be delivered at the Certificate Holder's own risk. If the due date of any delivery or payment is not a Banking Day, such delivery or payment shall be made on the next following Banking Day. Such delay will not constitute any entitlement to interest or other payments. The Issuer shall not be obligated to forward to the Certificate Holders any notifications or documents of [the issuer of the Underlying][•] that were provided to the Issuer prior to such delivery of [Underlyings][•], even if such notifications or other
3 The default rate of interest established by law pursuant to §§ 288. para. 1, 247 para. 1 BGB is five percentage points above the basic rate of interest published by the German Central Bank (Deutsche Bundesbank) from time to time.
documents refer to events that occurred after delivery of the [Underlyings][•]. During the Delivery Period the Issuer shall not be obligated to exercise any rights under the [Underlyings][•]. The Issuer shall be entitled to claims in [Underlyings][•] that exist prior to or on the Maturity Date, provided that the day, on which the [Underlyings][•] are traded for the first time on the [Relevant Exchange] [•] "ex" such claim, falls on the Certificate's [Valuation Date][Observation Date [•]] [Maturity Date] or prior to such [Valuation Date] [Maturity Date].
(6) If, in the opinion of the Calculation Agent, an event outside of the Issuer's control, which results in the Issuer not being able, in good faith, to deliver the [Underlyings][•] pursuant to the Terms and Conditions (a "Transaction Disturbance") and this Transaction Disturbance has occurred prior to delivery of the [Underlyings][•] and continues to exist on the [Valuation Date][Observation Date [•]] [Maturity Date], then the first day of the Delivery Period shall be postponed to the next Banking Day, on which no Transaction Disturbance exists. The Certificate Holders shall be notified pursuant to
§ 13. The Certificate Holders shall not be entitled to interest payment or other amounts, if a delay in the delivery of [Underlyings][•] occurs in accordance with this paragraph, and the Issuer shall not be liable in this respect. In the event of a Transaction Disturbance at the reasonable discretion of the Issuer and the Calculation Agent pursuant to § 315 or, as the case may be, § 317 BGB the Certificates may be redeemed at the Cash Value of the Redemption Price. The "Cash Value of the Redemption Price" is an amount determined by the Calculation Agent in its reasonable discretion pursuant to
§ 317 BGB on the basis of the stock exchange or market price of the [Underlyings][•] on the [Valuation Date][Observation Date [•]] or, should such stock exchange or market prices not be available, the volume weighted average of the stock exchange or market prices in a representative period of time or, should such volume weighted average not be available, an amount determined by the Calculation Agent in its reasonable discretion pursuant to § 317 BGB.]
§ 9
(Principal Paying Agent, Calculation Agent, Paying Agent)
(1) [The Principal Paying Agent is [UniCredit Bank AG, Munich][Citibank N.A., London] [•] (the "Principal Paying Agent"). The Issuer may appoint additional paying agents (the "Paying Agents" and revoke such appointment. The appointment and revocation shall be published pursuant to § 13.
[Additional paying agent as of [specify date] is [specify entity appointed as additional paying agent].]
(2) The Calculation Agent is [UniCredit Bank AG, Munich] [specify other entity appointed as Calculation Agent] (the "Calculation Agent").
(3) Should any event occur which results in the Principal Paying Agent or Calculation Agent being unable to continue in its function as Principal Paying Agent or Calculation Agent, the Issuer is obliged to appoint another bank of international standing as Principal Paying Agent or another person or institution with the relevant expertise as Calculation Agent. Any such transfer of the functions of the Principal Paying Agent or Calculation Agent shall be notified promptly by the Issuer pursuant to § 13.
(4) In connection with the Certificates, the Principal Paying Agent [, the Paying Agents] [and the Calculation Agent] act[s] solely as agent[s] of the Issuer and do[es] not assume any obligations towards or relationship of agency or trust for or with any of the Certificate Holders. The Principal Paying Agent [and the Paying Agents] shall be exempt from the restrictions of §181 German Civil Code.
(5) Determinations made by the Principal Paying Agent [or the Paying Agents][or Calculation Agent], will, in the absence of manifest error, be conclusive and binding on the Issuer and the Certificate Holders.
§ 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 the 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 or a residual entity (within the meaning of the European Council Directive 2003/48/EC) if such deduction or withholding is required to be made pursuant to the European Council Directive 2003/48/EC 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 [Underlyings][•] 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 xxxx 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 the case of delivery of Underlyings or other assets, insert: or, as the case may be, delivery of [Underlyings][•]] 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 xxxx 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.]
§ 11 (Status)
The obligations arising under the Certificates represent direct, unconditional and [unsecured][secured] liabilities
of the Issuer and, to the extent not otherwise provided by law, have at least the same rank as all other [unsecured] [and] non-subordinated Issuer liabilities.
§ 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 the 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 the 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 in accordance 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 the publication is required to be made in the Electronic Federal Gazette (elektronischer Bundesanzeiger), insert: to the extent legally required 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 (xxx.xxxxxx.xx)][the Issuer (www.[•])]]. 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) To the extent permitted by law, the Issuer shall be entitled to replace a notice 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 xxx.xxxxxxxxxx.xx. 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 the case of collateralised Certificates insert, if applicable:
[([•])] All notices to be made by the Collateral Trustee shall be [if the publication is required to be made in the Electronic Federal Gazette (elektronischer Bundesanzeiger), insert: to the extent legally required 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 [Luxemburg Stock Exchange (xxx.xxxxxx.xx)][Issuer ([●])][www.[●]][●]]]. 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]
§ 14 (Repurchase)
The Issuer shall be entitled at any time to purchase Certificates in the market or otherwise and at any price. Certificates repurchased by the Issuer may, at the Issuer's discretion, be held, resold or forwarded to [the Principal Paying Agent][•] for cancellation.
§ 15 [In the case of Certificates governed by Italian law:
(intentionally left out) [In the case of Certificates governed by German law:
(Presentation Period)
The Presentation Period as provided in § 801 para 1 clause 1 of the German Civil Code shall, for the Certificates, be shortened to ten years.
§ 16
(Partial Invalidity, Corrections)
(1) Should any provision in these Terms and Conditions of the Certificates be or become invalid or unenforceable in whole or in part, the remaining provision are not affected thereby. Any gap arising as a result of invalidity or unenforceability of these Terms and Conditions of the Certificates is to be filled with a provision that corresponds to the meaning and intent of these Terms and Conditions of the Certificates and is in the interests of the parties.
(2) The Issuer is authorised, within these Terms and Conditions of the Certificates, [without consent of the Certificate Holders to correct obvious typing or arithmetic errors or other obvious mistakes that are reasonable under consideration of the Issuer’s and Certificate Holders' interests (in particular, assuming that the obligation of a Certificate Holder as purchaser of the Certificates and the corresponding obligation of the Issuer under these Terms and Conditions of the Certificates are equivalent), whereas an error shall be deemed to be obvious, if such error is manifest to an investor who is competent in respect of the relevant type of Certificates, in particular, in consideration of the selling price and further factors which affect the value of the Certificates. Notice of corrections to these Terms and Conditions of the Certificates shall be given without delay, pursuant to § 13.
Furthermore, the Issuer is authorised to change and/or supplement contradictory or incomplete provisions, where only such changes and/or additions are permissible that are reasonable under consideration of the Issuer’s and Certificate Holders' interests. Notice of changes and/or additions to these Terms and Conditions of the Certificates shall be given without delay, pursuant to § 13.] [specify other provions for a correction of the Terms and Conditions of the Certificates]
§ 17
(Applicable Law, Place of Performance, Place of Jurisdiction[, Language])
[In the 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 or in connection with the matters governed by the terms and conditions of these Certificates shall be brought before the court in [Munich] [•].
[In the 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 the case of Certificates traded on the Italian regulated and unregulated markets with Monte Titoli being the relevant clearing system:
§ 18
(Trading on Italian regulated and unregulated markets).
(1) The Redemption of the Certificates is [automatic] on the [Maturity Date][respective Put Date or Call Date]. Any amount or quantity of [Underlyings][•] shall be credited, [within [five][●]][on the] [●] [Banking Day[s]][Calculation Date[s]] [relevant] [Maturity Date] [Put Date or Call Date], through the Principal Paying Agent, to the account of the relevant depositary bank in [Monte Titoli] [•].
The Principal Paying Agent and the Issuer shall not apply any charge for the Redemption of the Certificates. Other taxes, duties and/or expenses, including any applicable depository charges, transaction or redemption charges, stamp duty, stamp duty reserve tax, issue, registration, securities transfer and/or other taxes or duties which may arise in connection with the automatic Redemption of the Certificates are in charge of the Holder.
(2) Each holder of the Certificates has the right to waive to the Redemption of the relevant Certificates held by it (subject as set out below). In this case, a duly completed waiver notice (a "Waiver Notice") must be delivered by facsimile to the Principal Paying Agent prior to 10.00 a.m. [●] time on [insert Waiver Date] at the facsimile number set out in the form of Waiver Notice attached to the applicable Final Terms. The Certificate Holder must deliver the completed Waiver Notice to its depositary bank which will be in charge of sending it by facsimile to the Principal Paying Agent.
In the event that a Certificate Holder does not perform its obligations and so deliver, where applicable, a duly completed Waiver Notice in accordance with the provisions hereof, such Certificates shall be exercised automatically and shall be repaid in the manner set out herein, and the Issuer's obligations in respect of such Certificates shall be discharged and no further liability in respect thereof shall attach to the Issuer.
The number of Certificates specified in the Waiver Notice must be a multiple of [insert Minimum Exercise Number], otherwise such number of Certificates so specified shall be rounded down to the preceding multiple of [insert Minimum Exercise Number] and the Waiver Notice shall not be valid in respect of the Certificates exceeding such rounded number of Certificates.
The minimum number of Certificates specified in the Waiver Notice must be equal to [insert Minimum Exercise Number], otherwise the Waiver Notice shall not be valid.
The Principal Paying Agent will, in its reasonable discretion pursuant to § 317 BGB, determine whether the above conditions are satisfied and its determination will be final, conclusive and binding on the Issuer and on the Certificate Holders.
The Waiver Notice is irrevocable.]
[§ 19
(Amendments to the Terms and Conditions)
(1) §§ 5 et seq. of the German Bond Act (Gesetz über Schuldverschreibungen aus Gesamtemissionen ("SchVG")), shall be applicable in relation to the Certificates. Thus, the Issuer may amend these Terms and Conditions with consent by majority resolution of the Certificate Holders.
(2) The Certificate Holders may in particular agree by majority resolution to the following:
(i) a change of the due date for payment of interest, the reduction or the cancellation of interest;
(ii) a change of the due date for payment of principal;
(iii) a reduction of principal;
(iv) a subordination of claims arising from the Certificates in insolvency proceedings of the Issuer;
(v) a conversion of the Certificates into, or the exchange of the Certificates for, shares, other securities or obligations;
(vi) an exchange or release of security;
(vii) a change of the currency of the Certificates;
(viii) a waiver or restriction of Certificate Holders' termination rights under the Certificates;
(ix) an amendment or a rescission of ancillary provisions of the Certificates; and
(x) an appointment or a removal of a common representative for the Certificate Holders.
No obligation to make any payment or to render any other performance shall be imposed on any Certificate Holder by majority resolution.
(3) Pursuant to § 18 SchVG, Certificate Holders shall pass resolutions by vote taken [without a physical meeting][in a physical meeting].
A meeting of Certificate Holders will be called for by the Issuer or the Common Representative (as defined in paragraph 7 below). Pursuant to § 9 (1) sent. (1) SchVG, a meeting of Certificate Holders must be called if Certificate Holders holding Certificates amounting to 5 per cent. of the outstanding principal amount of the Certificates request so, in writing, with reference to one of the reasons set out in § 9 (1) sent. (1) SchVG.
(4) Except as provided in the following sentence and provided that the requisite quorum is present, a resolution of the Certificate Holders will be passed by simple majority of the rights to vote participating in the vote.
In the cases of this § 19 (2) items (i) through (x), in order to be passed, resolutions require a majority of not less than 75 per cent. of the rights to vote participating in the vote.
(5) Each Certificate Holder participating in any vote shall cast votes in accordance with the nominal amount or the notional fraction of its entitlement to the outstanding Certificates. As long as the entitlement to the Certificates lies with, or the Certificates are held for the account of, the Issuer or any of its affiliates (§ 271(2) of the German Commercial Code (Handelsgesetzbuch)), the right to vote in respect of such Certificates shall be suspended. The Issuer may not transfer Certificates, of which the voting rights are so suspended, to another person for the purpose of exercising such voting rights in the place of the Issuer; this shall also apply to any affiliate of the Issuer. No person shall be permitted to exercise such voting right for the purpose stipulated in sent. (3), first half sentence, herein above.
(6) Binding Effect: Majority resolutions shall be binding on all Certificate Holders. Resolutions which do not provide for identical conditions for all Certificate Holders are void, unless Certificate Holders who are disadvantaged have expressly consented to their being treated disadvantageously.
(7) Certificate Holders must demonstrate their eligibility to participate in the vote at the time of voting by means of a special confirmation of the Custodian (as defined below) and by submission of a blocking instruction by the Custodian for the benefit of the Principal Paying Agent as depository (Hinterlegungsstelle) for the voting period.
The statement issued by the Custodian must
(i) indicate the full name and adress of the Certificate Holder
(ii) specify the [aggregate number][aggregate principal amount] of Certificates credited to such securities account on the date of such statement, and
(iii) confirm that the Custodian has given a written notice to the Clearing System and the Principal Paying Agent containing the information pursuant to (i) and (ii) as well as confirmations by the Clearing System.
"Custodian" means any bank or other financial institution of recognised standing authorised to engage in securities custody business with which the Certificate Holder maintains a securities account in respect of the Certificates including the Clearing System.
(8) The Certificate Holders may by majority resolution appoint a common representative (the "Common Representative") to exercise the Certificate Holders' rights on behalf of each Certificate Holder. Any natural person having legal capacity or any qualified legal person may act as Common Representative. Any person who:
(i) is a member of the management board, the supervisory board, the board of directors or any similar body, or an officer or employee, of the Issuer or any of its affiliates;
(ii) holds an interest of at least 20 per cent. in the share capital of the Issuer or of any of its affiliates;
(iii) is a financial creditor of the Issuer or any of its affiliates, holding a claim in the amount of at least 20 per cent. of the outstanding Certificates, or is a member of a corporate body, an officer or other employee of such financial creditor; or
(iv) is subject to the control of any of the persons set forth in numbers (i) to (iii) above by reason of a special personal relationship with such person
must disclose the relevant circumstances to the Certificate Holders prior to being appointed as a Common Representative. If any such circumstances arise after the appointment of a Common Representative, the Common Representative shall inform the Certificate Holders promptly in appropriate form and manner.
(9) The Common Representative shall have the duties and powers provided by law or granted by majority resolution of the Certificate Holders. The Common Representative shall comply with the instructions of the Certificate Holders. To the extent that the Common Representative has been authorised to assert certain rights of the Certificate Holders, the Certificate Holders shall not be entitled to assert such rights themselves, unless explicitly provided for in the relevant majority resolution. The Common Representative shall provide reports to the Certificate Holders on its activities.
(10) The Common Representative shall be liable for the performance of its duties towards the Certificate Holders who shall be joint and several creditors (Gesamtgläubiger); in the performance of its duties it shall act with the diligence and care of a prudent business manager. [The liability of the Common Representative may be limited by a resolution passed by the Certificate Holders.][The liability of the Common Representative may be limited to [[•] times its annual remuneration] [•].] The Certificate Holders shall decide upon the assertion of claims for compensation of the Certificate Holders against the Common Representative.
(11) The Common Representative may be removed from office at any time by the Certificate Holders without specifying any reasons. The Common Representative may request all information required for the performance of the duties entrusted to it from the Issuer. The Issuer shall bear the costs and expenses arising from the appointment of a Common Representative, including reasonable remuneration of the Common Representative.
(12) Substitution. The provisions of this § 19 do not apply to a substitution pursuant to § 12. In the event of such substitution, they do however apply to a guarantee to be given pursuant to § 12 (1) lit. (d).]
[Appendix
Form of Waiver Notice
[to be included]]