Optional Interest Deferral

The Issuer may, at its discretion, elect to defer the relevant payment of interest subject to restrictions as set out in the Information Memorandum.

During an Optional Deferral Period:

(i) interest on the Subordinated Notes will continue to accrue at the Interest Rate; and

(ii) any Deferred Interest Payment on the Subordinated Notes will accrue additional interest at the Interest Rate, to the extent permitted by applicable law (“Additional Interest”),

and will be added to such Deferred Interest Payment (and thereafter accrue Additional Interest accordingly) on each Interest Payment Date.

Maximum period for deferral of interest payments: 5 consecutive years.

See Condition 8.1 ("Deferral of interest payments") for further details.

Distribution and Capital Stopper:

From the date on which notice of the Optional Deferral Period has been given in accordance with Condition 8.1 ("Deferral of interest payments") until the date on which all interest accrued and unpaid, including any Additional Interest accrued on the Deferred Interest Payments have been paid in full, neither the Issuer nor the Guarantor will, and each will cause their majority-owned subsidiaries not to, do any of the following (with limited exceptions):

• declare or pay any dividend or distribution on the Issuer’s or the Guarantor’s capital stock;

• redeem, purchase, acquire or make a liquidation payment with respect to any of the Issuer’s or the Guarantor’s capital stock;

• pay any principal, interest or premium on, or repay, repurchase or redeem any of the Issuer’s or the Guarantor’s debt securities that are equal or junior in right of payment to the Subordinated Notes or the Subordinated Guarantee (as the case may be); or

• make any payments with respect to any Issuer or Guarantor guarantee of debt securities if such guarantee is equal or junior in right of payment to the Subordinated Notes or the Subordinated Guarantee (as the case may be).

See Condition 8.2 (“Distribution and capital stopper”) for further details.

The Issuer may redeem all or some of the Subordinated Notes in accordance with Condition 9.4 (“Early redemption at the option of the Issuer (Issuer call)”) on any date falling within 3 months prior to the Call Date, on the Call Date and on any Interest Payment Date falling after the Call Date, at 100.00% of the outstanding principal amount of the Subordinated Notes being redeemed together with interest (if any) accrued but unpaid on it (including Additional Interest) to (but excluding) the Redemption Date.

Call Date: 01 September 2036

Early redemption upon the occurrence of a Rating Agency Event

•a Rating Agency Event, prior to the First Call Date at 101% of the outstanding principal amount of the Subordinated Notes of a Series or on or after the First Call Date, at 100% of the outstanding principal amount of the Subordinated Notes of a Series; or

“Rating Agency Event” means a change to the methodology or criteria that were employed by an applicable rating agency (as defined in this Condition 9.3) for purposes of assigning equity credit to securities such as the Subordinated Notes on the Issue Date of the first Tranche of this Series of Subordinated Notes (the “current methodology”), which change (i) results in any shortening of the length of time for which a particular level of equity credit pertaining to the Subordinated Notes of this Series by such rating agency would have been in effect had the current methodology not been changed or (ii) reduces the amount of equity credit assigned to the Subordinated Notes of this Series by the applicable rating agency as compared with the amount of equity credit that such rating agency had assigned to the Subordinated Notes of this Series as of the Issue Date of the first Tranche of this Series of Subordinated Notes.