Additional Tier 1

Conversion upon Conversion Trigger Event

(i) If a Conversion Trigger Event occurs, each Security shall, subject to and as provided in this Condition 7(a), be automatically and irrevocably discharged and satisfied by its Conversion into Ordinary Shares, credited as fully paid, in the manner and in the circumstances described below and the issuance and delivery of such Ordinary Shares to the Conversion Shares Depositary, to be held on trust (on terms permitting a Conversion Shares Offer in accordance with Condition 7(b)(iii)) for the Securityholders, as provided below. Such Conversion shall occur without delay upon the occurrence of a Conversion Trigger Event.

The Securities are not convertible at the option of Securityholders or the Trustee at any time.

A "Conversion Trigger Event" shall occur if at any time the CET1 Ratio is less than 7.00 per cent.

Conversion Price: The Conversion Price per Ordinary Share in respect of the Securities is U.S.$12.330 subject to certain anti-dilution adjustments as described herein. As at 7 January 2025, the Conversion Price was equivalent to a price of £9.870, translated into U.S. Dollars at an exchange rate of £1 = U.S.$1.2492.

Conversion Shares Offer: Not later than the 10th London business day following the Conversion Date, the Issuer may elect in its sole and absolute discretion that the Conversion Shares Depositary makes an offer of all or some of the Ordinary Shares to be delivered on Conversion to all or some of the Issuer’s Shareholders, at a cash price per Ordinary Share no less than the Conversion Price Other Early Redemption Events: Subject to the certain conditions (including regulatory permission, where required), at par plus accrued and unpaid interest, in whole but not in part, at any time upon the occurrence of (i) a Tax Event; or (ii) a Capital Disqualification Event (all or any part of the outstanding aggregate amount ceases to be included in, or count towards, Tier 1 capital of the Group)

The Securities may be subject to the exercise of regulatory capital write-down and conversion powers, bail-in resolution powers or other powers by a relevant resolution authority or other government authorities

Pursuant to the Banking Act, the Securities could be subject to the exercise of regulatory capital write-down or conversion powers in certain circumstances, including before a determination that the Issuer and/or the Group has reached the point of non-viability and before a determination by the relevant resolution authority to exercise resolution powers (including bail-in resolution powers). The Securities (insofar as they have not already been written down or converted under such regulatory capital write-down or conversion powers) also fall within the scope of the resolution powers (including bail-in resolution powers) set out in the Banking Act. The determination that the regulatory capital write-down or conversion powers or the resolution powers including bail-in resolution powers) will be exercised in respect of all or part of the principal amount of the Securities may be unpredictable and may be outside of the Issuer's control. Accordingly, trading behaviour in respect of the Securities is not necessarily expected to follow trading behaviour associated with other types of securities. Any final determination, or actual or perceived increase in the likelihood, that such powers will be exercised in respect of the Securities could have an adverse effect on the market price of the Securities.

No Set-off: Applicable