The Issuer has the right to redeem the Subordinated Notes upon the occurrence of a Change of Control Event as described below. Following the first occurrence of a Change of Control Event, unless an irrevocable notice is given of the redemption of the Subordinated Notes within 15 Business Days of such occurrence, the Interest Rate will increase once by 5.00 per cent. per annum with effect from (and including) the 15th Business Day following the date on which the relevant Change of Control Event occurs.

"Change of Control" means:

(a) Brookfield no longer Controls (either directly or indirectly) at least 40% of the issued ordinary shares of TopCo; or

(b) an entity (or entities acting in concert) other than Brookfield obtains Control of TopCo; or

(c) TopCo no longer Controls (either directly or indirectly) the Issuer and each Guarantor,

provided that a Change of Control will not have occurred if:

i. following the event that would otherwise constitute a Change of Control, the entity which obtains Control of TopCo, the Issuer or a Guarantor (as applicable) is either a Subsidiary or Parent Entity of the person (or persons acting in concert) that is, or immediately prior to the event was, a Subsidiary or Parent Entity of TopCo, the Issuer or the relevant Guarantor (as applicable); or

ii. the event which would otherwise constitute a Change of Control occurs as part of a Solvent Reorganisation of TopCo, the Issuer or the relevant Guarantor (as applicable).

“Change of Control Period” means the period commencing on the date of a public announcement of a Change of Control and ending 120 days after announcement of the Change of Control having occurred (or such longer period for which the Issuer’s senior unsecured debt obligations are under consideration by a Rating Agency for rating review (such consideration having been announced publicly within such 120 day period))

A “Change of Control Event” will occur if a Change of Control occurs and:

(a) a Negative Rating Event occurs either:
(i) during the Change of Control Period; or
(ii) prior to the Change of Control Period, by reason of a Change of Control being anticipated by the relevant Rating Agency,

and in each case, where the relevant Rating Agency announces publicly or confirms in writing to the Issuer that the Negative Rating Event resulted, in whole or in part, from the occurrence or anticipation of the Change of Control; or

(b) at the time the Change of Control occurs, the Subordinated Notes do not carry a solicited credit rating from a Rating Agency and the Issuer does not, within the Change of Control Period, solicit and obtain a rating on the Subordinated Notes which is Baa3 or higher (in the case of Moody’s) or BBB- or higher (in the case of S&P) or an equivalent rating from another Rating Agency.

Optional deferral of interest payments

The Issuer may determine in its sole discretion (no later than 16 Business Days prior to the relevant Interest Payment Date) not to pay all or part of an Interest Amount in respect of a Fixed to Floating Rate Subordinated Note or a Floating Rate Subordinated Note falling due on an Interest Payment Date. If the Issuer determines not to pay all or part of such Interest Amount falling due on an Interest Payment Date, such interest (or part thereof, as the case may be) will not be due and payable, or be paid, until the relevant Payment Reference Date and for so long as the same remains unpaid will constitute a “Deferred Interest Payment”. Additional interest will accrue on each Deferred Interest Payment as set out in Condition 4.3(a).

Each Deferred Interest Payment will become due and payable, and the Issuer must pay such Deferred Interest Payment, on the earliest to occur of:

(a) the next Interest Payment Date on which all or part of an Interest Amount is paid on the Subordinated Notes;

(b) the date on which any discretionary dividend, distribution or interest is declared or paid on, any discretionary redemption, purchase by the issuing entity or buy back is made of, or any capital return is made in relation to, any Ordinary Share, Deeply Subordinated Security or Parity Obligation of the Issuer or any Guarantor or any Ordinary Share of AusNet (other than in respect of employee incentive or share plans of members of the AusNet Group);

(c) the Maturity Date;

(d) the date on which all of the Subordinated Notes are otherwise redeemed;

(e) the date on which an order is made or a resolution is passed for the winding-up of the Issuer, AusNet or any Guarantor; and

(f) the date which is five years from the Interest Payment Date on which the first Deferred Interest Payment occurred.

Dividend and capital stopper

If: (a) some or all of an Interest Amount is deferred pursuant to Condition 4.3(a); and

(b) such Interest Amount has not been paid in full by the date which is 20 Business Days following the Interest Payment Date on which it would otherwise have been due, neither the Issuer nor any Guarantor will:

(i) declare or pay any dividend, pay any discretionary interest or distribution, or procure that any discretionary interest or distribution payment is made, on any of its Ordinary Shares, Deeply Subordinated Securities or Parity Obligations (other than payments made on Parity Obligations pro rata with payments made on the Subordinated Notes or Guaranteed Amounts); or

(ii) redeem, reduce, cancel, purchase or buy-back of (or procure the redemption, reduction, cancellation, purchase or buy-back of), on a discretionary basis, any of its Ordinary Shares, Deeply Subordinated Securities or Parity Obligations,

(other than in respect of employee incentive or share plans of members of the AusNet Group (as defined in the Conditions)) until the date on which all Deferred Interest Payments have been paid in full.

Subject to applicable laws, the Issuer may redeem the Subordinated Notes (in whole but not in part) on (i) the date that is three months immediately prior to the First Call Date, (ii) the First Call Date and (iii) on any Interest Payment Date thereafter following the First Call Date at their Principal Amount plus any interest accrued up to (but excluding) the relevant Redemption Date and any outstanding Deferred Interest Payments.

First Call Date: 4 February 2036

Payment of Deferred Interest Payments

(a) The Issuer may elect to pay any Deferred Interest Payment at any time on the giving of at least five and not more than 15 Business Days’ prior notice to the Holders, the Registrar and the Agent.

(b) Each Deferred Interest Payment will become due and payable, and the Issuer must pay such Deferred Interest Payment, on the earliest to occur of:

(i) the next Interest Payment Date on which all or part of an Interest Amount is paid on the Subordinated Notes;

(ii) the date on which any discretionary dividend, distribution or interest is declared or paid on, any discretionary redemption, purchase by the issuing entity or buy-back is made of, or any capital return is made in relation to, any Ordinary Share, Deeply Subordinated Security or Parity Obligation of the Issuer or any Guarantor or any Ordinary Share of AusNet (other than in respect of employee incentive or share plans of members of the AusNet Group);

(iii) the Maturity Date;

(iv) the date on which all of the Subordinated Notes are otherwise redeemed;

(v) the date on which an order is made or a resolution is passed for the winding-up of the Issuer, AusNet or any Guarantor; and

(vi) the date which is five years from the Interest Payment Date on which the first Deferred Interest Payment occurred.