10280098139-v7
67
70-41069801
"
Other Tier 1 Contingent Convertible Capital Note
" has the meaning given to it in clause (f)
of Condition 7 (
Trigger Event and Viability
Event
).
"
"
means
(i)
all
obligations
of
the
Issuer
in
respect
of
Tier
1
Instruments
(excluding any
such obligations that
rank, or are
expressed to rank,
junior to claims
in respect of
the Notes), and
(ii) any other
securities or obligations (including, without limitation,
any guarantee,
credit support
agreement or similar
undertaking) of the
Issuer that rank,
or are expressed
to rank,
pari passu
with claims in respect of the Notes and/or any Parity Obligation.
"
Paying Agent
" has the meaning
assigned to such
term in clause
(c) of Condition
10 (
Payments;
Agents
).
"
Payment Business Day
" means a day (other than a Saturday or a Sunday) on which
commercial
banks
and
foreign
exchange
markets
settle
payments
and
are
open
for
general
business
(including,
without
limitation,
dealing
in
foreign
exchange
and
foreign
currency
deposits)
in
Singapore.
"
Permitted Transactions
" means:
(a)
repurchases, redemptions or other acquisitions of any Ordinary Shares in connection with
(x) any employment contract, benefit
plan or similar arrangement with,
or for the benefit
of, any
employees, officers,
directors or
consultants of
any member
of the
Group, (y)
a
dividend
reinvestment
or
shareholder
share
purchase
plan
or
(z)
the
issuance
of
any
Ordinary
Shares
(or
securities
convertible
into,
or
exercisable
for,
Ordinary
Shares)
as
consideration for an acquisition consummated by any member of the Group;
(b)
market-making in Ordinary Shares as part of the securities business of any member of the
Group;
(c)
purchases
of
fractional
interests
in
any
Ordinary
Shares
pursuant
to
the
conversion
or
exchange provisions
of (x)
such Ordinary
Shares or
(y) any
security convertible
into, or
exercisable for, Ordinary Shares;
(d)
redemptions or repurchases
of Ordinary Shares pursuant
to any shareholders' rights
plan;
and
(e)
distributions in
cash or
in kind
on, or
repurchases, redemptions
or other
acquisitions of,
any Ordinary Shares as a part
of any solvent reorganisation, reconstruction, amalgamation
or merger
of any member
of the Group,
so long as
such member (or
the successor entity
resulting from such reorganisation, reconstruction,
amalgamation or merger) continues to
be a member of the Group.
"
Person
" means
any
individual, corporation,
bank, partnership,
joint venture,
association, joint
-
stock company, limited liability company, trust, unincorporated organisation or government or any
agency or political subdivision thereof.
"
"
means
(i)
with
respect
to
any
Quarterly
Financial
Accounts,
the
presentation currency of such Quarterly Financial Accounts, and (ii) with respect to any Reviewed
Interim Measurement, the
Presentation Currency of
the Quarterly Financial
Accounts that will be
prepared for
the relevant financial
quarterly or annual
period in which
the relevant Extraordinary
Publication Date falls.
"
"
means,
in
respect
of
any
currencies
on
any
day,
the
spot
rate
of
exchange
between the
relevant currencies
prevailing as
at or
about 12
noon (New
York
City time)
on that
date as appearing on
or derived from
the Relevant Page or,
if such a rate
cannot be determined at
such time,
the rate
prevailing as
at or
about 12
noon (New
York
City time)
on the
immediately
preceding day
on which
such rate
can be
so determined
or,
if such
rate cannot
be so
determined
by reference
to the
Relevant Page,
the rate
determined
in such
other manner
as an
Independent
Adviser determines to be appropriate.
"
Principal Paying Agent
" means UBS AG, in
its capacity as principal paying agent
for the Notes,
and includes any successor
principal paying agent for
the Notes appointed in accordance
with the
terms of the Agency Agreement.