Additional Tier 1

Write-Down and Reinstatement:

The Prevailing Outstanding Amount of the Notes will be written down by the relevant Write-Down Amount if the Group’s CET1 Ratio falls below 5.125 per cent. Following such reduction, some or all of the principal amount of the Notes may, at the Issuer’s discretion, be reinstated, up to the Original Principal Amount, if a positive Group Net Income is recorded, subject to compliance with the Relevant Rules (including the Maximum Distributable Amount). See Condition 6 (Write-Down and Reinstatement) in “Terms and Conditions of the Notes”.

Recognition of Bail-in and Loss Absorption

Acknowledgement: 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 (as defined below) by the Relevant Resolution Authority (as defined below), which may include and result in any of the following, or some combination thereof:

A. the reduction of all, or a portion, of the Amounts Due (as defined below);
B. 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; C. the cancellation of the Notes; and/or;
D. 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;

Waiver of set-off:

No Noteholder may at any time exercise or claim any Waived Set-Off Rights (as defined below) against any right, claim, or liability the Issuer has or may have or acquire against such Noteholder, directly or indirectly, howsoever arising (and, for the avoidance of doubt, including all such rights, claims and liabilities arising under or in relation to any and all agreements or other instruments of any sort or any noncontractual obligations, in each case whether or not relating to such Note) and each such Noteholder shall be deemed to have waived all Waived Set-Off Rights to the fullest extent permitted by applicable law in relation to all such actual and potential rights, claims and liabilities.

“Waived Set-Off Rights” means any and all rights of or claims of any Noteholder for deduction, set-off, netting, compensation, retention or counterclaim arising directly or indirectly under or in connection with any such Note.