Bail-in

Hong Kong Resolution Authority Power in respect of Non-Preferred Loss Absorbing Notes and Dated Subordinated Notes:

Notwithstanding any other term of the Non-Preferred Loss Absorbing Notes, the Dated Subordinated Notes (including without limitation Condition 7(a)), or any other agreement or arrangement, each holder of Non-Preferred Loss Absorbing Notes or Dated Subordinated Notes and the Trustee shall be subject, and shall be deemed to agree, be bound by and acknowledge that they are each subject, to having the Non-Preferred Loss Absorbing Notes or Dated Subordinated Notes (as the case may be) being written off, cancelled, converted or modified, or to having the form of the Non-Preferred Loss Absorbing Notes or Dated Subordinated Notes (as the case may be) changed, in the exercise of any Hong Kong Resolution Authority Power by the relevant Hong Kong Resolution Authority without prior notice and which may include (without limitation) and result in any of the following or some combination thereof:

(A) the reduction or cancellation of all or a part of the principal amount of, or interest on, the Non-Preferred Loss Absorbing Notes or the Dated Subordinated Notes;

(B) the conversion of all or a part of the principal amount of, or interest on, the Non-Preferred Loss Absorbing Notes or the Dated Subordinated Notes into shares or other securities or other obligations of the Issuer or another person (and the issue to or conferral on the holder of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Non-Preferred Loss Absorbing Notes or the Dated Subordinated Notes; and

(C) the amendment or alteration of the maturity of the Non-Preferred Loss Absorbing Notes or the Dated Subordinated Notes or amendment or alteration of the amount of interest payable on the Non-Preferred Loss Absorbing Notes or the Dated Subordinated Notes, or the date on which the interest becomes payable, including by suspending payment for a temporary period, or any other amendment or alteration of these Conditions.

Redemption due to Loss Absorption Disqualification Event:

Subject to Condition 6(l), following the occurrence of a Loss Absorption Disqualification Event, the Issuer may, having given not less than 30 but not more than 60 days’ prior written notice to the Noteholders in accordance with Condition 17 (which notice shall be irrevocable), redeem in accordance with these Conditions on any Interest Payment Date (if the relevant Note is at the relevant time a Floating Rate Note) or at any time (if the relevant Note is at the relevant time not a Floating Rate Note) all, but not some only, of the relevant Notes, at, subject to adjustment following the occurrence of a Non-Viability Event in accordance with Condition 7, their Early Redemption Amount or, if no Early Redemption Amount is specified hereon, at their principal amount together with interest accrued but unpaid (if any) to (but excluding) the date of redemption in accordance with these Conditions and provided that, in the case of Non-Preferred Loss Absorbing Notes or Dated Subordinated Notes, no such notice of redemption shall be given prior to the compliance with Condition 6(l).

Regulatory Qualification

The Notes are intended to qualify as a Loss Absorbing Instrument under the Financial Institutions (Resolution) (Loss-absorbing Capacity Requirements – Banking Sector) Rules (Cap. 628B) of Hong Kong (the “LAC Rules”)