Additional Tier 1

Bail-In

Automatic Conversion Upon Trigger Event

If a Capital Adequacy Trigger Event occurs, an Automatic Conversion of the Securities will occur on the Conversion Date, at which point all of the Issuer’s obligations under the Securities (other than the Conversion Shares Offer obligations, if any) shall be irrevocably and automatically released in consideration of the Issuer’s issuance of the Conversion Shares to the Conversion Shares Depository (or to the relevant recipient in accordance with the terms of the Securities) on the Conversion Date at a conversion price of AUD 3.11 per Conversion Share, subject to certain anti-dilution adjustments (as defined in the Offering Circular)

Conversion Shares Offer

Not later than 10 business days following the Conversion Date, the Issuer may elect, in its sole and absolute discretion, that a Conversion Shares Offer of all or some of the Conversion Shares be made by the Conversion Shares Depository to all or some of the ordinary shareholders of the Issuer, at a cash price of £1.65 per Conversion Share (subject to certain anti-dilution adjustments). Thereafter, Holders will receive Conversion Shares, cash or a combination of both. On the Issue Date, the Conversion Price is equivalent to the Conversion Shares Offer Price translated into Australian dollars at an exchange rate of £1.00 = A$1.886

Capital Adequacy Trigger Event

A “Capital Adequacy Trigger Event” shall occur if at any time the fully loaded CET1 Ratio (as defined in the Offering Circular) is less than 7.00%. Whether a Capital Adequacy Trigger Event has occurred at any time shall be determined by the Issuer and such determination shall be binding on the Trustee and the Holders

Recognition of UK Bail-in Power

(a) Agreement and Acknowledgement with Respect to the Exercise of the UK Bail-in Power Notwithstanding and to the exclusion of any other term of the Securities or any other agreements, arrangements, or understandings between the Issuer and any Holder (or the Trustee on behalf of the Holders), by its acquisition of the Securities, each Holder acknowledges and accepts that the Relevant Amounts arising under the Securities may be subject to the exercise of the UK Bail-in Power by the Resolution Authority, and acknowledges, accepts, consents, and agrees to be bound by:

(i) the effect of the exercise of the UK Bail-in Power by the Resolution Authority, that may include and result in any of the following, or some combination thereof:

(A) the reduction of all, or a portion, of the Relevant Amounts;

(B) the conversion of all, or a portion, of the Relevant Amounts on the Securities into shares, 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 Securities;

(C) the cancellation of the Securities;

(D) the amendment or alteration of the maturity, if any, of the Securities, or the amendment of the amount of interest that may be payable on the Securities, or the date on which the interest may become payable, including by suspending payment for a temporary period;

(ii) the variation of the terms of the Securities, if necessary, to give effect to the exercise of the UK Bail-in Power by the Resolution Authority.