Tier 2

Statutory Write-Down or Conversion

Notwithstanding any other term of a given Series of Notes or any other agreement, arrangement or understanding between the Issuer and the holders of any Note, by its acquisition of any of Note, each Noteholder (which for the purposes of this Condition 18 includes each holder of a beneficial interest in any Note) acknowledges, accepts, consents and agrees:

(i) to be bound by the effect of the exercise of the Statutory Loss Absorption Powers by the Relevant Resolution Authority, 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 on a permanent basis;

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 holder of the Notes of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of such Notes, in which case the holder of such Notes agrees to accept in lieu of its rights under such Notes any such shares, other securities or other obligations of the Issuer or another person;

c) the cancellation of the Notes;

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; and

(ii) that the terms of the Notes are subject to, and may be varied, if necessary, to give effect to, the exercise of the Statutory Loss Absorption Powers by the Relevant Resolution Authority.

“Amounts Due” means, (i) with respect to the Deeply Subordinated Notes, the Current Principal Amount of such Notes and any accrued and unpaid interest on the Notes and (ii) with respect to other Notes, the outstanding principal amount of the Notes and any accrued and unpaid interest on such Notes.

“Statutory Loss Absorption Powers” means any power existing from time to time under any laws, regulations, rules or requirements in effect in France, relating to the transposition of the BRRD including without limitation pursuant to the 20 August 2015 Decree Law and the 21 December 2020 Decree Law (each as amended from time to time, 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 (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 the Bail-in Tool following placement in resolution or of write-down or conversion powers before a resolution proceeding is initiated or without a resolution proceeding, or otherwise.