INDEX OF DEFINED TERMS - Banca di Legnano

Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:15 – eprint6 – 4247 Section 07
Additional Terms and Conditions for Share Linked Notes
will be made to account solely for changes in volatility, expected dividends stock loan rate or liquidity
relative to the relevant Share) and determine the effective date of that adjustment. The Calculation Agent
may, but need not, determine the appropriate adjustment by reference to the adjustment in respect of such
Potential Adjustment Event made by an options exchange to options on the Shares traded on that options
exchange.
If “Local Tax Adjustment” is specified in the applicable Final Terms as being applicable, then, in
its determinations of the existence and extent of any dilutive or concentrative effect on the theoretical value
of the Shares of any Potential Adjustment Event, and any related adjustments to the terms of the Notes, the
Calculation Agent shall take into account any amounts of Local Taxes that would, in the determination of
the Calculation Agent, be withheld from or paid or otherwise incurred by an Offshore Investor in
connection with such Potential Adjustment Event.
“Local Taxes” shall mean taxes, duties, and similar charges imposed by the taxing authority of the
Local Jurisdiction (specified in the applicable Final Terms).
“Offshore Investor” shall mean a holder of Shares who is an institutional investor not resident in
the Local Jurisdiction for the purposes of the tax laws and regulations of the Local Jurisdiction and, for the
avoidance of doubt, whose jurisdiction of residence (a) shall be determined by the Calculation Agent and
(b) may be the jurisdiction of residence of the Issuer or any of its affiliates or agents.
Upon the making of any such adjustment, the Calculation Agent shall give notice as soon as
practicable to the Noteholders in accordance with Condition 14, stating the adjustment to the terms of the
Terms and Conditions and/or the applicable Final Terms and giving brief details of the Potential
Adjustment Event provided that any failure to give, or non-receipt of, such notice will not affect the
validity of any such adjustment.
(b)
“De-listing” means, in respect of any relevant Shares:
(i)
(ii)
in the case where the Exchange is not located in the United States, such Exchange
announces that pursuant to the rules of such Exchange, such Shares cease (or will
cease) to be listed, traded or publicly quoted on the Exchange for any reason (other
than a Merger Event or, if Tender Offer is specified as applying in the applicable Final
Terms, a Tender Offer) and are not immediately re-listed, re-traded or re-quoted on an
exchange or quotation system located in the same country as the Exchange (or, where
the Exchange is within the European Union, in a member state of the European
Union); or
in the case where the Exchange is located in the United States, such Exchange
announces that pursuant to the rules of such Exchange, such Shares cease (or will
cease) to be listed, traded or publicly quoted on the Exchange for any reason (other
than a Merger Event or, if Tender Offer is specified as applying in the applicable Final
Terms, a Tender Offer) and are not immediately re-listed, re-traded or re-quoted on
any of the New York Stock Exchange, the American Stock Exchange, the NASDAQ
Global Select Market or the NASDAQ Global Market (or their respective successors).
If the Shares are immediately re-listed, re-traded or re-quoted on any exchange or quotation system,
such exchange or quotation system shall be deemed to be the Exchange in respect of such Shares.
“Insolvency” means that by reason of the voluntary or involuntary liquidation, bankruptcy,
insolvency, dissolution or winding-up of or any analogous proceeding affecting the Share Company (A) all
the Shares of that Share Company are required to be transferred to a trustee, liquidator or other similar
official or (B) holders of the Shares of that Share Company become legally prohibited from transferring
them.
118