Additional Tier 1

Write-Down
If a Trigger Event occurs, the Issuer shall (i) immediately notify the Relevant Regulator of the occurrence of the Trigger Event (ii) give a Write-Down Notice to Noteholders (in accordance with Condition 16 (Notices)) and the Fiscal Agent and (iii) irrevocably (without the need for the consent of Noteholders) reduce on the Write-Down Date the then Prevailing Outstanding Amount of each Note by the relevant Write-Down Amount (such reduction being referred to as a “Write-Down”, and “Written Down” being construed accordingly). Notwithstanding the foregoing, failure to give such notice shall not prevent the Issuer from effecting a Write-Down. Furthermore, if a notice of a Trigger Event has been given pursuant to this Condition 6.1, no notice of redemption may be given pursuant to Condition 7.2 (Optional Redemption from the First Call Date), Condition 7.3 (Optional Redemption upon the occurrence of a Capital Event) or Condition 7.4 (Optional Redemption upon the occurrence of a Tax Event) until such Trigger Event has been cured.

Consequence of a Write-Down: A Trigger Event may occur on more than one occasion and the Notes may be Written Down on more than one occasion. For the avoidance of doubt, the principal amount of a Note may never be reduced to below one cent.

Write-Down of all or part of the Prevailing Outstanding Amount shall not constitute a default in respect of the Notes or a breach of the Issuer’s obligations or duties or a failure to perform by the Issuer in any manner whatsoever, and shall not entitle Noteholders to petition for the insolvency or dissolution of the Issuer. Following a Write-Down of all or part of the Prevailing Outstanding Amount, Noteholders will be automatically deemed to waive irrevocably their rights to receive, and no longer have any rights against the Issuer with respect to, interest on and repayment of the Write-Down Amount (but without prejudice to their rights in respect of any reinstated principal amount following a Reinstatement).

The Prevailing Outstanding Amount of the Notes will be written down if the Group CET1 Ratio falls below 5.125 per cent. (all as defined in Condition 2 (Interpretation)). Holders may lose some or all of their investment as a result of a Write-Down.

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)). This is in addition to the terms of the Notes that provide for a Write-Down of the principal amount as described above under “Write-Down.” The Bail-in or Loss Absorption Power may be exercised by the Relevant Resolution Authority even if the Group CET1 Ratio remains above the relevant threshold levels. In addition, if the Bail-in or Loss Absorption Power is exercised, the Issuer will not have the ability to institute a reinstatement of the principal amount of the Notes upon a Reinstatement.