Additional Tier 1

Conversion upon Conversion Trigger Event

Conversion: If a Conversion Trigger Event occurs, each Security shall be automatically and irrevocably discharged and satisfied by its Conversion into Ordinary Shares, credited as fully paid, and the issuance of such Ordinary Shares to the Conversion Shares Depositary to be held on trust for the Securityholders. The Conversion shall occur without delay upon the occurrence of a Conversion Trigger Event.

Conversion Trigger Event: The Conversion Trigger Event shall occur at any time the CET1 Ratio is less than 7.00 per cent. The CET1 Ratio is calculated on a consolidated and fully loaded basis.

Conversion Price: The Conversion Price per Ordinary Share in respect of the Securities is U.S.$ 20.760, subject to certain anti-dilution adjustments. As at the date of this document, the Conversion Price is equivalent to a price of £ 15.940, translated into U.S. Dollars at an exchange rate of £ 1 = U.S.$ 1.3024.

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.

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.

Agreement with respect to the exercise of the UK Bail-in Power: Applicable. See Condition 21 (Recognition of UK Bail-in Power) for further details.