Additional Tier 1

Statutory Write-down or Conversion: By its acquisition of the Notes, each Noteholder (which includes any current or future holder of a beneficial interest in the Notes) acknowledges, accepts, consents, and agrees to be bound by the effect of the exercise of the Bail-in or Loss Absorption Power (as defined in Condition 18 (Statutory Write-down or Conversion)) by the Relevant Resolution Authority (as defined in Condition 18 (Statutory Write-down or Conversion)). For the avoidance of doubt, this is in addition to the terms of the Notes that provide for a Conversion of the Notes as described above under “Conversion”. The Bail-in or Loss Absorption Power may also be exercised by the Relevant Resolution Authority even if the Group CET1 Ratio remains above the relevant threshold level. /br>
Conversion upon Trigger Event:

A Trigger Event shall occur if at any time the Group CET1 Ratio on a consolidated basis is equal to or less than 5.125 per cent. If a Trigger Event occurs, the Notes shall be converted, in whole and not in part, into new fully paid Ordinary Shares of the Issuer (the “Conversion Shares”), based on the Conversion Ratio described in Condition 6.2 (Conversion Shares and Conversion Ratio), on the date specified in the Conversion Notice delivered in accordance with the procedures described in Condition 6.3 (Conversion procedure) as the date on which the Conversion shall take place (the “Conversion Date”). The Conversion Date shall occur without delay upon the occurrence of a Trigger Event, and in any event not later than one month (or such shorter period as the Relevant Regulator may require) following the occurrence of the Trigger Event, in accordance with the requirements set out in Article 54 of the CRR in effect as at the Issue Date. On the Conversion Date, the Issuer will deliver the Conversion Shares to the Conversion Shares Depository or another relevant recipient, all as described in Condition 6.3 (Conversion Procedure) (such delivery being the “Conversion”).



The “Conversion Ratio”, as determined in respect of each Calculation Amount (i.e., US$1,000) in principal amount of the Notes subject to Conversion, shall (subject to Conditions 6.2(iii) and 6.2(iv)) be: (1) if the Current Market Price of an Ordinary Share is capable of being determined in accordance with the definition thereof, the lower of (i) the result (rounded to the nearest integral multiple of 0.0001 Ordinary Share (with 0.00005 being rounded up)) of the Calculation Amount divided by the Current Market Price of an Ordinary Share and (ii) the Maximum Conversion Ratio in effect on the Conversion Notice Date; or (2) if the Current Market Price of an Ordinary Share is not capable of being determined in accordance with the definition thereof as per clause (1) above, the Maximum Conversion Ratio in effect on the Conversion Notice Date.

“Floor Price” means (i) (initially) US$48.1429 per Share (being 43.5485 euros per Share (corresponding to 70% of the arithmetic average of the daily Volume Weighted Average Prices of an Ordinary Share on each of the five (5) consecutive Trading Days immediately preceding the pricing date of the Notes (i.e., September 3, 2024), converted into U.S. dollars at the Prevailing Rate on September 2, 2024 and rounded up to the nearest integral multiple of US$0.0001), or (ii) upon any adjustment to the Maximum Conversion Ratio pursuant to Condition 6.6 (Adjustments to the Maximum Conversion Ratio) at any time, such amount as is equal to the Calculation Amount divided by the Maximum Conversion Ratio in effect at such time.