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

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Scheduled Closing Time means in respect of an Exchange or a Relevant Options Exchange and a Scheduled<br />

Trading Day, the scheduled weekday closing time of such Exchange or Relevant Options Exchange on such<br />

Scheduled Trading Day, without regard to after hours or any trading outside of the regular trading hours.<br />

Scheduled Trading Day means in respect of a Share any day on which each Exchange or Related Exchange are<br />

scheduled to be open for trading for their respective regular trading sessions.<br />

Disrupted Day means in respect of a Share a Scheduled Trading Day on which a relevant Exchange or a Related<br />

Exchange fails to open for trading during its regular trading session or on which a Market Disruption has occurred.<br />

Right to choose with regard to redemption means the right of the Issuer to redeem the Notes either by delivery<br />

of the Underlying (physically or by cash settlement) or by payment of the Redemption Amount.<br />

Related Exchange means, subject to the following proviso, with regard to a Share each exchange or quotation<br />

system specified as such for such Share, any successor to such exchange or quotation system or any substitute<br />

exchange or quotation system to which trading in futures or options contracts relating to such Share has temporarily<br />

relocated (provided that the Calculation Agent has determined that there is comparable liquidity relative to<br />

the futures or options contracts relating to such Share on such temporary substitute exchange or quotation system<br />

as on the original Related Exchange), provided however that where “All Exchanges” is specified as the Related<br />

Exchange, “Related Exchange” shall mean each exchange or quotation system where trading has a material effect<br />

(as determined by the Calculation Agent) on the overall market for futures or options contracts relating to<br />

such Share or, in each of this cases, a purchaser or legal successor of such Exchange.<br />

Exchange Ratio is determined in the Final Terms (see item 35(v)), subject to an adjustment pursuant § 4d.<br />

§ 4b<br />

(Right to choose with regard to redemption. Termination)<br />

(1) Right to choose with regard to redemption. The Issuer has the right to redeem all, but not only some of<br />

the Notes either (i) by delivery of the Underlyings or (ii) by payment of the Redemption Amount, in both<br />

cases together with interest accrued until the Delivery Date or the Due Date. In the case of (i), the delivery<br />

takes place on the Delivery Date according to the provisions of § 4c. In the case of (ii), the payment of<br />

the Redemption Amount takes place on the payment date (see item 35(viii)) (the “Payment Date”). The<br />

Issuer may determine in its own discretion on the Valuation Date at the Valuation Time, whether (i) or<br />

(ii) should be the applicable redemption modality for the Notes. If a capital guarantee (see item 35(xiii))<br />

is expressly declared in the Final Terms to be applicable, redemption will be effected at least at the<br />

amount of the capital guarantee (or, upon discretion of the Issuer, by delivery of Underlyings corresponding<br />

to the capital guarantee). Without undue delay after the exercise of its right to choose, the Issuer will<br />

notify the Calculation Agent and the Noteholders of the applicable mode of redemption pursuant to § 11.<br />

(2) Cash-settlement. To the extent foreseen in the Final Terms (see item 35(xi), the Issuer reserves the right<br />

to redeem the Notes instead by redemption by delivery of Underlyings pursuant to § 4b(1)(i) by payment<br />

of an amount (converted in the Specified Currency, as the case may be) which corresponds to the closing<br />

price of the Underlyings on the Valuation Date.<br />

(3) Termination and Payment. If “Termination and Payment” is specified in the Final Terms (item 35(xiv),<br />

the Issuer may, in case of an Extraordinary Event, repay all or only some of the outstanding Notes at their<br />

early redemption amount (item 34 of the Final Terms) plus, if applicable, interest accrued until and excluding<br />

the date of repayment, provided the Issuer has notified the Noteholders at least five Business<br />

Days in advance pursuant to § 11.<br />

§ 4c<br />

(Delivery of Underlyings)<br />

(1) Delivery of Underlyings. For each Note with a denomination in the amount of the Specified Denomination<br />

(item <strong>10</strong> of the Final Terms or another denomination determined in the Final Terms in item 35), the<br />

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