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INDEX OF DEFINED TERMS - Banca di Legnano

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Level: 2 – From: 2 – Wednesday, July 21, 2010 – 12:19 – eprint6 – 4247 Section 08<br />

Ad<strong>di</strong>tional Terms and Con<strong>di</strong>tions for GDR/ADR Linked Notes<br />

ANNEX 3<br />

ADDITIONAL <strong>TERMS</strong> AND CONDITIONS FOR GDR/ADR LINKED NOTES<br />

The terms and con<strong>di</strong>tions applicable to GDR/ADR Linked Notes shall comprise the Terms and<br />

Con<strong>di</strong>tions of the Notes and the ad<strong>di</strong>tional Terms and Con<strong>di</strong>tions set out below (the “GDR/ADR Linked<br />

Con<strong>di</strong>tions”), in each case subject to completion and/or amendment in the applicable Final Terms. In the<br />

event of any inconsistency between the Terms and Con<strong>di</strong>tions of the Notes and the GDR/ADR Linked<br />

Con<strong>di</strong>tions, the GDR/ADR Linked Con<strong>di</strong>tions shall prevail. In the event of any inconsistency between (i)<br />

the Terms and Con<strong>di</strong>tions of the Notes and/or the GDR/ADR Linked Con<strong>di</strong>tions and (ii) the Final Terms,<br />

the Final Terms shall prevail.<br />

1. General<br />

The provisions of Annex 2 – “Ad<strong>di</strong>tional Terms and Con<strong>di</strong>tions for Share Linked Notes” shall apply<br />

to GDR/ADR Linked Notes; and<br />

(a)<br />

(b)<br />

where the applicable Final Terms specifies that “Partial Lookthrough” shall apply to a GDR<br />

or ADR as applicable, then the provisions set out in GDR/ADR Linked Con<strong>di</strong>tion 3 (Partial<br />

Lookthrough) shall apply, and, in relation to such GDR or ADR respectively, the provisions<br />

of the Share Linked Con<strong>di</strong>tions shall be deemed to be amended and mo<strong>di</strong>fied as set out in<br />

GDR/ADR Linked Con<strong>di</strong>tion 3 (Partial Lookthrough); or<br />

where the applicable Final Terms specifies that “Full Lookthrough” shall apply to a GDR or<br />

ADR as applicable, then the provisions set out in GDR/ADR Linked Con<strong>di</strong>tion 4 (Full<br />

Lookthrough) shall apply, and, in relation to such GDR or ADR respectively, the provisions<br />

of the Share Linked Con<strong>di</strong>tions shall be deemed to be amended and mo<strong>di</strong>fied as set out in<br />

GDR/ADR Linked Con<strong>di</strong>tion 4 (Full Lookthrough).<br />

2. Definitions<br />

For the purposes of these GDR/ADR Linked Con<strong>di</strong>tions:<br />

“Deposit Agreement” means, in relation to the Shares, the agreements or other instruments<br />

constituting the Shares, as from time to time amended or supplemented in accordance with their terms.<br />

“Depository” means:<br />

(a)<br />

(b)<br />

if GDR/ADR Linked Con<strong>di</strong>tion 3 (Partial Lookthrough) is applicable, the Share Company of<br />

the Shares; or<br />

if GDR/ADR Linked Con<strong>di</strong>tion 4 (Full Lookthrough) is applicable, the Share Company in<br />

respect of the Shares or any successor issuer of the Shares from time to time.<br />

“DR Amendment” means, where specified as applicable to a definition or provision, that the<br />

following changes shall be made to such definition or provision: (a) all references to “Shares” shall be<br />

deleted and replaced with the words “Shares and/or the Underlying Shares”; and (b) all references to<br />

“Share Company” shall be deleted and replaced with the words “Share Company or Underlying Shares<br />

Issuer, as appropriate”.<br />

“Underlying Shares” means the shares or other securities which are the subject of the Deposit<br />

Agreement.<br />

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