The Issuer may, at its option, redeem the Notes in whole but not in part:

• at par on any day from (and including) 22 February 2035 - the day falling 3 months prior to the Maturity Date, up to (but excluding) the Maturity Date;

together with accrued and unpaid interest, subject to Regulatory Capital Requirement (Principal and Redemption Date Interest) condition and Relevant Regulator Consent as set out in Condition 6.6

Tier 2

Regulatory Capital Requirement (Principal and Redemption Date Interest) Condition:

All payments of principal and Redemption Date Interest shall be conditional upon the Regulatory Capital Requirement being met both immediately before, and immediately after, any such payment.

To the extent the Regulatory Capital Requirement is not met both immediately before, and immediately after such payment, payment of principal will not be made unless otherwise permitted by the Relevant Regulator and any payment of Redemption Date Interest will not be made to the extent directed not to make such payment by the Relevant Regulator.

“Regulatory Capital Requirement” means any requirement in respect of solvency or regulatory capital or capital ratios for insurance companies, insurance holding companies or financial groups imposed by the Relevant Regulator and to which the Issuer, the Guarantor or the Supervised Group is subject from time to time.

If redemption does not occur on the relevant Redemption Date as a result of the failure to meet the Regulatory Capital Requirement:

interest will continue to accrue at the same rate of interest from (and including) the relevant Redemption Date to (but excluding) the date on which such amounts are paid; and

the Notes shall be redeemed at their principal amount outstanding or, if applicable, the Make Whole Redemption Price, together with any Redemption Date Interest that was not paid on the relevant Redemption Date and any accrued but unpaid interest, upon the earlier of (x) the date falling 10 Business Days after the first date following the relevant Redemption Date on which the Regulatory Capital Requirement is met and would continue to be met if the Notes were redeemed on such date, (y) the date falling 10 Business Days after the date on which the Relevant Regulator has notified the Issuer of its waiver of the suspension of or agreement to the repayment or redemption of the Notes and (z) the date on which an order is made, or an effective resolution is passed, for the winding-up in England and Wales of the Issuer or the Guarantor (except a solvent winding-up solely for the purpose of a reconstruction or amalgamation or the substitution in place of the Issuer or the Guarantor of a successor in business of the Issuer or the Guarantor).

Rating Event Redemption

(a) This Condition 15.9 shall apply to the Notes only if Rating Event Redemption is specified as being applicable in the Final Terms.
(b) Subject as provided in these Conditions, if at any time a Rating Event has occurred and is continuing or, as a result of any change in methodology of a Rating Agency (or in the interpretation of such methodology) a Rating Event will occur within a period of six months, the Issuer may redeem the Notes in whole (but not in part) at any time.

Regulatory Event Redemption

(a) This Condition 15.7 shall apply to the Notes only if Regulatory Event Redemption is specified as being applicable in the Final Terms.

(b) Subject as provided in these Conditions, if at any time a Regulatory Event has occurred and is continuing or, as a result of any change in or amendment to any applicable law, regulation, principle or standard (including, without limitation, an event where any applicable law, regulation, principle or standard is supplemented or amended in relation to provisions specifically governing internationally active insurance groups and/or global systemically important insurers), or any change in the application of official or generally published interpretation of those laws, regulations, principles or standards (including a change or amendment resulting from a holding by a court or tribunal or competent jurisdiction), the same will occur within a period of six months, the Issuer may redeem the Notes in whole (but not in part) at any time.