Additional Tier 1

Bail-In

Statutory Write-down or Conversion

Statutory Write-Down or Conversion Acknowledgment

By its acquisition of the Notes, each Noteholder (which, for the purposes of this Condition 16, includes any current or future holder of a beneficial interest in the Notes) acknowledges, accepts, consents and agrees:

(a) to be bound by the effect of the exercise of the Bail-in or Loss Absorption Power by the Relevant Resolution Authority, which may include and result in any of the following, or some combination thereof:

(i) the reduction of all, or a portion, of the Amounts Due;

(ii) the conversion of all, or a portion, of the Amounts Due into shares, other securities or other obligations of the Issuer or another person (and the issue to the Noteholder of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Notes, in which case the Noteholder agrees to accept in lieu of its rights under the Notes any such shares, other securities or other obligations of the Issuer or another person;

(iii) the cancellation of the Notes; and/or

(iv) the amendment or alteration of the maturity of the Notes or amendment of the amount of interest payable on the Notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period;

Conversion upon Trigger Event

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, on the date specified in the Conversion Notice as the date on which the Conversion shall take place (the “Conversion Date”).

“Trigger Event” shall occur if, at any time, the Group CET1 Ratio is less than the Trigger Level. Whether a Trigger Event has occurred at any time shall be determined by the Issuer or the Relevant Regulator.

“Trigger Level” means 5.125 per cent.

Bail-in or Loss Absorption Power

For these purposes, the “Bail-in or Loss Absorption Power” is any power existing from time to time under any laws, regulations, rules or requirements in effect in France, relating to the implementation of the BRRD, including without limitation pursuant to the BRRD Implementation Decree Laws, the Single Resolution Mechanism Regulation, or otherwise arising under French law, and in each case the instructions, rules and standards created thereunder, pursuant to which the obligations of a Regulated Entity (or an affiliate of such Regulated Entity) can be reduced on a permanent basis (in part or in whole), cancelled, suspended, transferred, varied or otherwise modified in any way, or securities of a Regulated Entity (or an affiliate of such Regulated Entity) can be converted into shares, other securities, or other obligations of such Regulated Entity or any other person, whether in connection with the implementation of a Bail-in or Loss Absorption Power following placement in resolution or otherwise.