Redemption At Option Of Noteholders Upon A Change Of Control Event
If so provided in the applicable Pricing Supplement, if for any reason, a Change of Control Event (as specified in that applicable Pricing Supplement) occurs, the Issuer will, within seven days of such occurrence, give notice to the Noteholders of the occurrence of such event (the “Change of Control Notice”) (provided that any failure by the Issuer to give such notice shall not prejudice any Noteholder of such option) and shall, at the option of the holder of any Note, redeem such Note at its Redemption Amount, together with interest accrued to the date fixed for redemption, on the date falling 45 days from the date of the Notice (or if such date is not a business day, on the next day which is a business day). To exercise such option, the holder must deposit (in the case of Bearer Notes) such Note (together with all unmatured Coupons and unexchanged Talons) with the Issuing and Paying Agent or any other Paying Agent at its specified office or (in the case of Registered Notes) the Certificate representing such Note(s) with the Registrar or any other Transfer Agent at its specified office, together with a duly completed option exercise notice in the form obtainable from any Paying Agent, the Registrar, any other Transfer Agent or the Issuer (as applicable), no later than 30 days from the date of the Change of Control Notice. Any Note or Certificate so deposited may not be withdrawn (except as provided in the Agency Agreement) without the prior consent of the Issuer.

For the purposes of Condition 6(e)(ii):

“Change of Control Event” means:
(a) any Person or Person or Persons (acting together with its related corporations) (other than Permitted Holders) acquires or acquire Control of the Issuer, if such Person or Persons does not or do not have, and would not be deemed to have, Control over the Issuer on the Issue Date; or
(b) the Issuer consolidates with or merges into or sells or transfers all or substantially all of the Issuer’s assets to any other Person or Persons (acting together with its related corporations) (other than Permitted Holders), unless the consolidation, merger, sale or transfer will not result in such other Person or Persons acquiring Control over the Issuer or the successor entity;

“Control” means:
(a) the ownership or control of more than 50 per cent. of the voting rights of the issued share capital of the Issuer; or
(b) the right to appoint and/or remove all or the majority of the members of the Issuer’s board of directors, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise;

“Immediate Family” has the meaning ascribed to it under the section entitled “Definitions and Interpretation” of the Listing Manual of the Singapore Exchange Securities Trading Limited;

“Permitted Holder” means any Person or group of Persons who is or are the Immediate Family of any Person or group of Persons who has Control of the Issuer on the Issue Date;

“Person” means any individual, company, corporation, firm, partnership, joint venture, association, organisation, state or agency of a state or other entity, whether or not having separate legal personality; and

“related corporation” has the meaning ascribed to it in the Companies Act 1967 of Singapore.