Mandatory Distribution Deferral at Maturity: Applicable

Deferral of Distribution Payments at Maturity – Mandatory

(i) This Condition 5(b) is applicable to Securities only if “Mandatory Distribution Deferral at Maturity” and “Group Capital Requirements Redemption Condition” are specified as applicable in the relevant Pricing Supplement.

(ii) On any Mandatory Distribution Deferral Date, the Issuer shall defer payment of all of the Distribution accrued to that date. The Issuer shall endeavour to give notice thereof in writing to the Fiscal Agent and to the Securityholders (in accordance with Condition 15) no later than such Mandatory Distribution Deferral Date, but any failure to give notice shall not affect the validity of such deferral or constitute a default for any purpose. A notice not given by the relevant Mandatory Distribution Deferral Date shall be given without undue delay thereafter.

The Issuer may, at its option, redeem all of the Securities at par on any date from January 5, 2034 (the "Par Call Date") to (but excluding) the Maturity Date, subject to the Redemption Conditions and the Group Capital Requirements Redemption Condition.

Group Capital Requirements Redemption Condition

The Securities may not be redeemed on the originally scheduled Maturity Date, or on any Optional Redemption Date, if any of the Group Capital Requirements would be breached immediately before or after giving effect to such redemption, provided, however that, the Securities may be redeemed on the originally scheduled Maturity Date, or on any Optional Redemption Date, if the Relevant Regulator, despite being aware of any of the Group Capital Requirements not being satisfied, directs or permits the Issuer to redeem the Securities.

"Group Capital Requirements" means the group minimum capital requirement ("GMCR"), which is the sum of the minimum capital requirements applicable to the supervised group members in the Insurance Group, and the group prescribed capital requirement ("GPCR"), which is the sum of the prescribed capital requirements applicable to the supervised group members in the Insurance Group, and any other solvency capital requirements to which the Issuer or the Insurance Group is subject from time to time pursuant to the Applicable Supervisory Rules applicable to the Insurance Group.

In the event of such deferral of redemption of Securities on the originally scheduled Maturity Date, the Securities shall be redeemed on the earlier of: (x) the date falling 15 Business Days after the first date on which the Group Capital Requirements are satisfied and will continue to be satisfied after giving effect to such redemption; (y) any Distribution Payment Date following the originally scheduled Maturity Date if the Relevant Regulator, despite being aware of any of the Group Capital Requirements not being satisfied, directs or permits the Issuer to redeem the Securities; or (z) the date on which a Winding-Up of the Issuer occurs.

Tier 2

Regulatory Event Redemption:

If "Regulatory Event Redemption" is specified as being applicable in the relevant Pricing Supplement, the Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than 15 nor more than 30 days' notice to the Securityholders (which notice shall be irrevocable) at their Early Redemption Amount (Regulatory Event), if, immediately before giving such notice, (A) the Securities, having qualified as Tier 2 group capital or Tier 1 limited group capital (as applicable) under the Applicable Supervisory Rules (or, if different, whatever terminology is employed by the then Applicable Supervisory Rules), are no longer capable of qualifying (in whole or in part) as at least Tier 2 group capital or Tier 1 limited group capital (as applicable) under the Applicable Supervisory Rules (or, if different, whatever terminology is employed by the then Applicable Supervisory Rules), except where such non-qualification is as a result of any other applicable limitation on the amount of such capital; or (B) the Securities, 100% of the principal amount of which having originally qualified as Tier 2 group capital under the Applicable Supervisory Rules in effect as of the Issue Date (or, if different, whatever terminology is employed by the then Applicable Supervisory Rules) until the Maturity Date (if applicable), as a result of a change in the Applicable Supervisory Rules are deemed to no longer fully qualify as Tier 2 group capital under the Applicable Supervisory Rules (or, if different, whatever terminology is employed by the then Applicable Supervisory Rules) until the Maturity Date.

Rating Event Redemption:

If the Rating Event Redemption is specified in the relevant Pricing Supplement as being applicable, the Securities may be redeemed at our option in whole, but not in part, as described in the Securities Conditions, if, immediately before giving such notice, an amendment, clarification or change has occurred in the rules, criteria, guidelines or methodologies of relevant Rating Agencies or any of their respective successors to the rating business thereof, which amendment, clarification or change (x) results in or will result in, a lower equity credit for the Securities than the equity credit assigned to the Securities immediately prior to such amendment, clarification or change, or (y) results in or will result in the shortening of the length of time the Securities are assigned a particular level of equity credit by such rating agency as compared to the length of time the Securities would have been assigned that level of equity credit by such rating agency on the date agreement is reached to assign equity credit to the Securities.

Minimal Outstanding Amount Redemption

The Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on the Issuer giving not less than 15 nor more than 30 days' notice to the Securityholders (which notice shall be irrevocable) at the Early Redemption Amount (Minimal Outstanding Amount), if, immediately before giving such notice, the aggregate principal amount of the Securities outstanding is less than 25 per cent. of the aggregate principal amount originally issued (including any further securities issued in accordance with Condition 14.