Tier 2

MREL/TLAC Disqualification Event

See Condition 9.16 (“Substitution and variation of Subordinated Notes”) and Condition 9.17 (“Optional Redemption of Notes upon the occurrence of a MREL/TLAC Disqualification Event”). MREL/TLAC Disqualification Event means the determination by the Issuer, that as a result of a change in French and/or EU laws or regulations becoming effective on or after the Issue Date of the first Tranche of a Series of Notes, which change was not reasonably foreseeable by the Issuer as at the Issue Date of the first Tranche of the Series, it is likely that all or part of the aggregate outstanding nominal amount of such Series of Notes will be excluded from the eligible liabilities available to meet the MREL/TLAC Requirements (however called or defined by then applicable regulations) if the Issuer is then subject to such requirements, provided that a MREL/TLAC Disqualification Event shall not occur where such Series of Notes is excluded on the basis (1) that the remaining maturity of such Notes is less than any period prescribed by any applicable eligibility criteria under the MREL/TLAC Requirements, or (2) of any applicable limits on the amount of eligible liabilities permitted or allowed to meet the MREL/TLAC Requirements.

Recognition of Bail-in and Loss Absorption

Holders of Notes will, by their purchase or acquisition of Notes, pursuant to the Conditions acknowledge and agree that they will be contractually bound by, and be deemed to consent to the exercise of, any Bail in or Loss Absorption Power by the Relevant Resolution Authority, as set out in Condition 4.4 (“Recognition of Bail-in and Loss Absorption”).

Waiver of rights under section 11F of the Australian Banking Act

Each Holder has agreed to waive and otherwise not assert any rights that may arise under section 11F of the Banking Act and to the extent that it receives or recovers any payment or distribution of the assets of the Issuer as a result of the operation of section 11F of the Banking Act, it agrees to promptly pay over or deliver that payment or distribution to the Issuer or otherwise in accordance with the Conditions.

Capital Event

In case of a Capital Event, the Issuer may (but is not obliged to) redeem the Notes before the Maturity Date at par plus accrued interest, subject to the prior permission of the Relevant Regulator to the extent required at such date. See Condition 9.7 (“Early redemption of Subordinated Notes upon the occurrence of a Capital Event”).

Capital Event means the determination by the Issuer, that as a result of a change in the Relevant Rules becoming effective on or after the Issue Date of the first Tranche of the relevant Series of Subordinated Notes, which change was not reasonably foreseeable by the Issuer as at the Issue Date of the first Tranche of the relevant Series of Subordinated Notes, it is likely that all or part of the aggregate outstanding nominal amount of the Subordinated Notes will be excluded from the Own Funds of the Group or reclassified as a lower quality form of Own Funds of the Group