Bail-in

The Senior Non Preferred Notes are junior to certain obligations

Senior Non Preferred Notes will be subordinated to existing senior debt and Senior Preferred Notes and could be bailed-in before such senior debt in the event of resolution under the BRRD. As a result, the default risk on the Senior Non Preferred Notes will be higher than the risk associated with preferred senior debt (such as Senior Preferred Notes) and other senior liabilities (such as wholesale deposits).

Although Senior Non Preferred Notes may pay a higher rate of interest than comparable Senior Preferred Notes, there is a greater risk that an investor in Senior Non Preferred Notes will lose all or some of its investment should the Issuer become (i) subject to resolution under the BRRD and the Senior Non Preferred Notes become subject to the application of the general bail-in tool or (ii) insolvent. Thus, such holders of Senior Preferred Notes face an increased performance risk compared to holders of Senior Preferred Obligations.

If a judgment is rendered by any competent court declaring the judicial liquidation (liquidation judiciaire) of the Issuer, or if the Issuer is liquidated for any other reason, the rights of payment of the Noteholders of Senior Non Preferred Notes will be subordinated to the payment in full of the senior preferred creditors of the Issuer and any other creditors that are senior to the Notes. In the event of incomplete payment of senior preferred creditors and other creditors ranking ahead of the claims of the holders of Senior Non Preferred Notes, the obligations of the Issuer in connection with the principal of the Senior Non Preferred Notes will be terminated.

Recognition of Bail-in and Loss Absorption

(a) By its acquisition of the Debt Instruments, each Holder (which, for the purposes of this Condition 4.4, includes any current or future holder of a beneficial interest in the Debt Instruments) acknowledges, accepts, consents and agrees:

(i) to be bound by the effect of the exercise of the Bail-in or Loss Absorption Power by the Relevant Resolution Authority which may include and result in any of the following, or some combination thereof:

(A) the reduction of all, or a portion, of the Amounts Due;
(B) the conversion of all, or a portion, of the Amounts Due into shares, other securities or other obligations of the Issuer or another person (and the issue to the Holder of such shares, securities or obligations), including by means of an amendment, modification or variation of these Conditions, in which case the Holder agrees to accept in lieu of its rights under the Debt Instruments any such shares, other securities or other obligations of the Issuer or another person;
(C) the cancellation of the Debt Instruments; and/or
(D) the amendment or alteration of the maturity of the Debt Instruments or amendment of the amount of interest payable on the Debt Instruments, or the date on which the interest becomes payable, including by suspending payment for a temporary period;

(ii) that these Conditions are subject to, and may be varied, if necessary, to give effect to, the exercise of the Bail-in or Loss Absorption Power by the Relevant Resolution Authority.

Amounts Due are the amounts payable on redemption of a Debt Instrument, and any accrued and unpaid interest on a Debt Instruments that has not been previously cancelled or otherwise is no longer due;