Additional Tier 1

Acknowledgment of Bail-In Power and Statutory Write-down or Conversion:

By its acquisition of the Notes, each Noteholder (which, for the purposes of this Condition 15, 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 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:

(i) the reduction of all, or a portion, of the Amounts Due (as defined below), on a permanent basis;
(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 and Conditions 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; and

(b) that the Terms and Conditions of the Notes are subject to, and may be varied, if necessary, to give effect to, the exercise of the Bail-in Power by the Relevant Resolution Authority.

For these purposes, the “Amounts Due” are the prevailing outstanding amount of the Notes, and any accrued and unpaid interest on the Notes that has not been previously cancelled or otherwise is no longer due.

Loss Absorption

If a Capital Ratio Event occurs, the Issuer shall immediately notify the Regulator of the occurrence of the Capital Ratio Event and, within one month from the occurrence of the relevant Capital Ratio Event, irrevocably and mandatorily (without any requirement for the consent or approval of the Noteholders) reduce the then Current Principal Amount of each Note (and any interest due under such Note on a prior Interest Payment Date but not paid) by the relevant Write-Down Amount (the date of such reduction being the “Loss Absorption Effective Date”, and such reduction being referred to as a “Write-Down”, and “Written Down” being construed accordingly) (a “Loss Absorption Event”) pro rata with the other Notes and any Loss Absorbing Instruments (with a similar loss absorption mechanism to the Notes).

A “Capital Ratio Event” will be deemed to occur if, at any time, the Issuer’s Common Equity Tier 1 capital ratio falls below 5.125% on a consolidated basis; whether a Capital Ratio Event has occurred at any time shall be determined by the Issuer, the Regulator or any agent appointed for such purpose by the Regulator.