Alianzas estratégicas

(1) Product Terms. The Product Terms which are relevant for the Product Type the Securities belong to (as specified in the Final Terms) and which are an integral part of these Terms and Conditions of the Securities can be found on page 206 et seqq of the Prospectus.

(2) Rounding. If not stated otherwise, any numeric result of an adjustment made to the terms of a Security will be rounded to at least such number of digits, so that the effect of such rounding on the value of the Security is less than a thousandth of the main unit of the Product Currency.

The definition of the Redemption Amount and certain other relevant definitions can be found in the relevant Product Terms relating to such Securities.

(3) Adjustments of (parts of) Redemption Amounts.

If the Type of Quotation of the Security is par value pursuant to the Final Terms, the following provisions apply:

If an amount is to be adjusted in accordance with these Terms and Conditions, the amount shall be adjusted according to the following provisions:

(a) it shall be divided by the Initial Reference Price only if the Initial Reference Price is not zero; and

(b) if it originally is denominated in a currency other than the Product Currency and the Product Currency is not specified as “Quanto”, it shall be divided by the Initial Exchange Rate (as specified in the Final Terms) and converted from the original currency to the Product Currency according to § 14; and

(c) if it originally is denominated in a currency other than the Product Currency and the Product Currency is specified as “Quanto”, it shall be expressed (“Quanto”) in the Product Currency according to § 14; and

(d) finally it shall be multiplied by the Specified Denomination.

If the Type of Quotation of the Security is non-par value pursuant to the Final Terms, the following provisions apply:

If an amount is to be adjusted in accordance with these Terms and Conditions, the amount shall be adjusted according to the following provisions:

(a) If it is denominated in a currency other than the Product Currency and the Product Currency is not specified as “Quanto”, it shall be converted to the Product Currency according to § 14; and

(b) if it is denominated in a currency other than the Product Currency and the Product Currency is specified as “Quanto”, it shall be expressed (“Quanto”) in the Product Currency according to § 14; and

(c) finally it shall be multiplied by the Multiplier. The “Multiplier” is specified in the Final Terms.

If physical delivery is possible (i.e. if Settlement Method is either (i) Physical or (ii) Conditional) pursuant to the Final Terms, the following provisions apply:

(4) Delivery of Reference Assets. In case of redemption by delivery of Reference Assets, the Issuer will transfer, or procure the delivery by the Delivery Agent, on or before the Maturity Date of Reference Assets in an amount corresponding to the Reference Asset Quantity per Specified Denomination/unit.

(5) Manner of Delivery. Delivery of Reference Assets will be effected by the Issuer or by the Delivery Agent on behalf of the Issuer, to or to the order of the Securityholder and will be credited to a securities account which forms part of the securities depositary on or before the Maturity Date. No Securityholder will be entitled to receive dividends or any other distributions (if any) declared or paid in respect of the Reference Assets to which such Security gives entitlement or to any other rights relating to or arising out of such Reference Assets if the date on which the Reference Assets are quoted cum-dividend or cum-the relevant distribution or right falls before the date on which the Reference Assets are credited to the securities account of the Securityholder.

(6) Securityholders’ entitlement to Reference Assets and compensation. For Securities to be redeemed in accordance with this condition the number of Reference Assets is calculated per Nominal Amount/unit (and, for the avoidance of doubt, the Securities to be redeemed in accordance with this condition to the same Securityholder will not be aggregated) of the relevant Securities for the purpose of determining the Reference Assets to which such Securities give entitlement, whereby the result is rounded down to whole numbers of Reference Assets and such rounded number is subsequently multiplied by (i) in case of par value instruments the quotient of the Nominal Amount of the relevant Securities held by the Securityholder and the Specified Denomination and (ii) in case of non-par value instruments the number of units of the relevant Securities held by the respective Securityholder. The Securityholders will not be entitled to any interest or other payment or compensation if and to the extent that the delivery of the Reference Assets will take place after the earlier of the occurrence of the Optional Redemption Date or the Maturity Date. The number of Reference Assets calculated on the basis of the provisions hereof will be transferred to the Securityholder. Entitlement to the remaining fractions of Reference Assets will be settled by payment of those fractions in cash rounded down to two decimals, calculated by the Calculation Agent on the basis of the Final Reference Price if the Reference Asset is the Underlying or the closing price of the Reference Assets on the Final Valuation Date if the Reference Asset is different from the Underlying and, to the extent necessary, converted into the Product Currency at the Calculation Agent’s spot rate of exchange prevailing on such day (the “Compensation Amount”).

(7) Delivery Expenses. All expenses including but not limited to any depository charges, levies, scrip fees, registration, transaction or exercise charges, stamp duty, stamp duty reserve tax and/or taxes or duties (together, “Delivery Expenses”) arising from the delivery of Reference

Assets in respect of a Security shall be for the account of the relevant Securityholder and no delivery and/or transfer of Reference Assets in respect of a Security shall be made until all Delivery Expenses have been discharged to the satisfaction of the Issuer by the relevant Securityholder. The Calculation Agent shall be entitled to deduct an amount of Reference Assets equal in value to the Delivery Expenses from the Reference Asset Quantity.

(8) No Obligation. None of the Issuer and the Agents shall be under any obligation to register or procure the registration of the relevant Securityholder prior or after any delivery or any other person in any kind of register (if any, e.g. register of shareholders, register of fundholders, etc) of any company or otherwise.

(9) Settlement Disruption Event. If, in the opinion of the Delivery Agent, delivery of Reference Assets to one or more Securityholders is not practicable by reason of a Settlement Disruption Event having occurred and continuing on the Maturity Date, then the Maturity Date of the Securities of such Securityholder(s) shall be postponed to the first following Business Day in respect of which there is no Settlement Disruption Event, and notice thereof shall be given to the relevant Securityholder(s) in accordance with § 20. Such Securityholder(s) shall not be entitled to any payment, whether of interest or otherwise, on such Security in the event of any delay in the delivery of the Reference Assets pursuant to this paragraph, and no liability in respect thereof shall attach to the Issuer. For the avoidance of doubt any such postponement shall not constitute a default by the Issuer. For so long as delivery of the Reference Assets in respect of any Security is not practicable by reason of a Settlement Disruption Event, then instead of physical delivery, and notwithstanding any other provision hereof or any postponement of the Maturity Date, the Issuer may elect to satisfy its obligations in respect of the relevant Security and the relevant Securityholder(s) by payment to the relevant Securityholder(s) of the Disruption Cash Settlement Amount of the Underlying not later than on the third Business Day following the date that the notice of such election is given to the relevant Securityholders in accordance with § 20. Payment of the Disruption Cash Settlement Amount of the Underlying will be made in such manner as shall be notified to the Securityholders in accordance with § 20.

§ 8

(Exercise)

If the Securities are “Exercisable Securities” pursuant to their Final Terms, this § 8 shall apply: (1) Exercise of Securities. Thedate on which a Security is validly exercised or automatic exercise

pursuant to Para (4) below occurs shall be its “Exercise Date”.

(2) Day(s) of Exercise. The Securities may only be validly exercised on an Underlying Business Day, which is one of the following “Scheduled Exercise Date(s)“:

(a) if “European Style” has been specified to apply in the Final Terms, the Final Valuation

Date (as specified in the Final Terms) or, if such day is not a Business Day, the next following Business Day;

(b) if “American Style” has been specified to apply in the Final Terms, each Business Day in

the period beginning on the Issue Date and ending on the Final Valuation Date; and

(c) if “Bermudan Style” has been specified to apply in the Final Terms, each of the days

specified as “Scheduled Exercise Dates” in the Final Terms or, if any such day is not a Business Day, the next following Business Day.

(3) Delivery of an Exercise Notice. Each Security, unless previously redeemed or purchased and subject as provided in the Terms and Conditions, is exercisable on any Scheduled Exercise Date by delivery of an Exercise Notice (as defined below) at or before 10.00 a.m. Vienna local time

to the Calculation Agent, with a copy to the relevant Clearing Agent. The Exercise Notice shall be binding, unconditional and irrevocable on the respective Securityholder. An Exercise Notice delivered after such time shall become effective on the following Scheduled Exercise Date, if any.

(4) Automatic Exercise. If Automatic Exercise is specified to apply in the Final Terms, the Securities will be exercised automatically on the last occurring Scheduled Exercise Date, and a Securityholder will not be required to complete an Exercise Notice. Such automatic exercise will only occur if a Redemption Amount greater than zero would be payable to the Securityholder.

However, if Automatic Exercise has not been specified to apply in the Final Terms, any exercisable Security not exercised by the last occurring Scheduled Exercise Date shall expire worthless (i.e. the Redemption Amount is zero) on such day and the Issuer shall have no further obligations in respect of any such Security.

(5) Form of Exercise Notice. “Exercise Notice” unless otherwise provided in the Product Terms is

a notice of a Securityholder substantially in the form set out in Annex 1 to the Terms and Conditions which declares the exercise of one or more Securities and:

(a) specifies the number of the Securities which are the subject of such notice;

(b) specifies the number of the account with the relevant Clearing Agent to be debited with such Securities and irrevocably instructs and authorises the relevant Clearing Agent to debit on or before the Maturity Date such account with such Securities, and authorises the Paying Agent to so direct the relevant Clearing Agent on behalf of the relevant Securityholder,

whereby “Clearing Agent” means Oesterreichische Kontrollbank Aktiengesellschaft,

CentralSecuritiesDepository.Austria (“CSD.Austria”), Am Hof 4, 1010 Wien, and such

further or alternative clearing agent(s) or clearance system(s) as may be approved by the Issuer from time to time and notified to the Securityholders in accordance with § 20 (and the term Clearing Agent will include any depositary holding the Global Note on behalf of a Clearing Agent);

(c) specifies the number of the account at the relevant Clearing Agent to be credited with any cash amounts payable;

(d) in the case of physical settlement, includes account details at each relevant Physical Delivery Clearing System (“Delivery Details”);

(e) includes an undertaking to pay all Securityholder Expenses in accordance with § 3 (5) and the aggregate Strike and any other cash amounts, if applicable, payable to the Issuer and/or to deliver Reference Assets equal to the Reference Asset Quantity, if applicable to be delivered to the Issuer in connection with the exercise and settlement of the relevant Securities and irrevocably instructs the relevant Clearing Agent to deduct an amount(s) in respect thereof from any cash amounts due as referred to in § 3 (5) above and/or to debit a specified account with the relevant Clearing Agent with any such amounts in each case on or after the Exercise Date, and authorises the Calculation Agent to so direct the relevant Clearing Agent on behalf of the relevant Securityholder;

(f) certifies that neither the Securityholder nor any person on whose behalf the Securities are held or are being exercised or redeemed is a U.S. person or a person within the United States, and that no cash, and in the case of a physical delivery of an Underlying, no securities or other property have been or will be transferred in the United States or to, or for the account or benefit of, a U.S. person in connection with any exercise or redemption thereof. As used herein, “U.S. person” means either a U.S. person as defined in

who does not come within the definition of a non-United States person under Rule 4.7 of the United States Commodity Exchange Act, as amended; and

(g) authorises the production of such notice in any applicable administrative or legal proceedings.

(6) Minimum Exercise Number. Where a Minimum Exercise Number has been specified to apply in

the Final Terms (the “Minimum Exercise Number”), the number of Securities exercised on

any Scheduled Exercise Date by a Securityholder, as determined by the Calculation Agent, must not be less than such Minimum Exercise Number. Any purported exercise of Securities in breach of this provision shall be void and of no effect.

(7) Delivery of Securities. Each Securityholder exercising a Security shall deliver the respective number of Securities, but at least the Minimum Exercise Number at the latest together with submitting the Exercise Notice to the Calculation Agent, either by irrevocable order to the Calculation Agent to retrieve the Securities from a securities account which is, as the case may be, kept with the Calculation Agent, or by delivery of the Securities to a securities account to be named by the Calculation Agent.

§ 9

(Market Disruptions)

For each Underlying which is an Index, the following provisions apply:

(1) If any Valuation Date is a Disrupted Day, then the Valuation Date shall be the first succeeding Underlying Business Day that the Calculation Agent determines is not a Disrupted Day, unless the Calculation Agent determines that each of the eight Underlying Business Days immediately following the original date is a Disrupted Day. In that case:

(a) that eighth Underlying Business Day shall be deemed to be the Valuation Date , notwithstanding the fact that such day is a Disrupted Day; and

(b) the Calculation Agent shall determine the Reference Price as of the relevant Valuation Date on that eighth Underlying Business Day in accordance with the formula, for and method of, calculating the Index last in effect prior to the commencement of the Market Disruption Event using the exchange-traded price on the relevant Exchange (or, if trading in the relevant Index Component has been materially suspended or materially limited, the good faith estimate of the exchange-traded price that would have prevailed but for the suspension or limitation as of the relevant Valuation Date) on that eighth Underlying Business Day of each Index Component comprising the Index.

For each Underlying which is Equity, the following provisions apply:

(2) If any Valuation Date is a Disrupted Day, then the Valuation Date shall be the first succeeding Exchange Business Day that the Calculation Agent determines is not a Disrupted Day, unless the Calculation Agent determines that each of the eight Exchange Business Days immediately following the original date is a Disrupted Day. In that case:

(a) that eighth Exchange Business Day shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted Day; and

(b) the Calculation Agent shall determine its good faith estimate of the value of the Shares as of the Valuation Date on that eighth Exchange Business Day.

For each Underlying which is a Fund Share, the following provisions apply:

(3) If any Valuation Date is a Disrupted Day, then the Valuation Date shall be the next succeeding day that is not a Disrupted Day, unless no day that is not a Disrupted Day has occurred prior to the last day of the Cut-off Period starting on the respective Valuation Date. In that case, (i) the

last day of such Cut-off Period shall be deemed to be the Valuation Date, notwithstanding the fact that such day is a Disrupted Day, and (ii) the Calculation Agent shall determine its good faith estimate of the value of the Fund Shares as of the Valuation Day on that deemed Valuation Date.

For each Underlying which is a Commodity, FX Rate or Interest Rate the following provisions apply:

(4) If any Valuation Date (or, if different, the day on which prices for that Valuation Date would, in the ordinary course, be published by the Price Source) is a Disrupted Day, the Reference Price for that Valuation Date will be determined by the Calculation Agent in accordance with the first applicable Disruption Fallback (as defined below) that provides a Reference Price.

Whereby:

“Disruption Fallback” means a source or method that may give rise to an alternative basis for

determining the Reference Price in respect of a specified Reference Price when a Market Disruption Event occurs or exists on a day that is a Valuation Date. A Disruption Fallback means (in the following order):

(i) Fallback Reference Price;

(ii) Delayed Publication or Announcement and Postponement (each to operate concurrently with the other and each subject to a period of two consecutive Underlying Business Days of disruption (measured from and including the original day that would otherwise have been the Valuation Date); provided, however, that the price determined by Postponement shall be the Reference Price only if Delayed Publication or Announcement does not yield a Reference Price within these two consecutive Underlying Business Days); and

(iii) determination by the Calculation Agent in accordance with then prevailing market conditions.

“Fallback Reference Price” means that the Calculation Agent will determine the Reference

Price based on the price for that Valuation Date of the First Alternate Reference Price and not subject to a Market Disruption Event. The first alternate Reference Price, if any, is specified in the Final Terms (the “First Alternate Reference Price”).

“Delayed Publication or Announcement” means that the Reference Price for a Valuation Date

will be determined based on the Reference Price in respect of the original day scheduled as such Valuation Date that is published or announced by the relevant Price Source retrospectively on the first succeeding Underlying Business Day on which the Market Disruption Event ceases to exist, unless that Market Disruption Event continues to exist (measured from and including the