EUR 3000000000 debt issuance programme, 10 ... - Volksbank AG

6.3.1 Supplementary Terms and Conditions for Cash-or-Share-Notes
If the Final Terms (item 35) specify the “Supplementary Terms and Conditions for Cash-or-Share-Notes” to be
applicable, the “Terms and Conditions of the Notes” will be completed and supplemented by inclusion of the
provisions stated below. As far as the “Supplementary Terms and Conditions for Cash-or-Share-Notes” and the
“Terms and Conditions of the Notes” are inconsistent, the “Supplementary Terms and Conditions for Cash-or-
Share-Notes” stated below shall prevail.
§ 4a
(Definitions)
Adjustment Event means any of the following events and, if not comprised in the following, the Adjustment
Events listed in § 3 Part B para 4:
(a) a division, consolidation or reclassification of the Shares (excluding mergers) or a distribution of dividends
under the Shares to existing shareholders in the form of a special dividend, in the form of bonus shares or a
similar event.
(b) distribution or dividend payment to existing holders consisting of (i) new shares or (ii) other share capital
or securities, which grant the right to receive dividends and/or liquidation proceeds from the issuer of the
respective share capital and the securities on equal terms or on a pro-rate basis in relation to the respective
payments to holders of the respective Shares, (iii) share capital or other securities, which the issuer of the
Shares receives or holds (directly or indirectly) from a spin-off or similar transaction or (iv) of another type
of securities, rights or qualification certificate against payment (in cash or otherwise) of less than the relevant
market value, as determined by the Calculation Agent.
(c) an Extraordinary Dividend;
(d) a payment request by the issuer with regard to shares, which are not yet fully paid in;
(e) a repurchase of the Shares by the issuer or one of its subsidiaries, be it from profit or capital, and equally,
whether the consideration in the course of such a repurchase is paid in cash, in the form of securities or
otherwise;
(f) any event which results with regard to the issuer of the Shares in a distribution or separation of shareholders
rights from the subscribed capital, and which follows a defence package developed against hostile takeovers,
which foresees in the case of occurrence of certain events the distribution of preferred capital, warrants,
notes or assets for a price which is below market level, as determined by the Calculation Agent,
given that any adjustment made because of such an event must be withdrawn after a termination of such
rights; or
(g) any other similar event, which may affect the theoretical price of the Shares in a diminishing or concentrating
way.
Price in Case of Settlement Disruption has the value determined in the Final Terms (see item 35(xii)).
Shares or Underlyings are determined in the Final Terms (see item 35(ii)).
Share Basket Transactions means an issue of Notes which are identified in the Final Terms (see item 35(i)) as
such.
Extraordinary Dividends means the amount determined in the Final Terms (see item 35(iv)) or determined there
in another way per Share. When no extraordinary dividend is determined in the Final Terms, the characterisation
of a dividend or of a part thereof as extraordinary dividend will be determined by the Calculation Agent.
Extraordinary Event is a merger, a tender offer, a nationalisation, an insolvency, a delisting or any other event
which may result in the exercise of a termination or cancellation right with regard to the Underlying.
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