Additional Tier 1

Write-Down and Write-Up:

The Current Principal Amount of the Notes will be written down if the Issuer’s Common Equity Tier 1 capital ratio falls below 5.125% (on a consolidated basis). Following such reduction, the Current Principal Amount may, at the Issuer’s full discretion, be written back up if certain conditions are met. See Condition 7 (Loss Absorption and Return to Financial Health).

For the purposes of this provision, Common Equity Tier 1 capital ratio means the Common Equity Tier 1 capital of the Group expressed as a percentage of its total risk exposure amount (as calculated in accordance with the Relevant Rules (as defined in Condition 2 (Definitions and Interpretation)) and using the definition of the prudential scope of consolidation as defined in the Relevant Rules) or such other meaning given to it (or any equivalent or successor term) in the Relevant Rules.

Acknowledgement of Bailin Power and Statutory Write-Down or Conversion:

By the acquisition of Notes, each Noteholder acknowledges, accepts, consents and agrees to be bound by the effect of the exercise of the Bail-in Power by the Relevant Resolution Authority, as provided in Condition 17 (Acknowledgment of Bail-In Power and Statutory Write-down or Conversion).

Waiver of Set-Off:

The Noteholders waive any and all rights of and claims for deduction, set-off, netting, compensation, retention or counterclaim arising directly or indirectly under or in connection with the Notes, to the extent permitted by applicable law, as provided in Condition 18 (Waiver of set-off).

Optional redemption upon the occurrence of a Capital Event

Subject to the provisions of Condition 8.7 (Conditions to redemption, purchase or cancellation), upon the occurrence of a Tax Event or a Capital Event, the Issuer may, at its option at any time, redeem the outstanding Notes (in whole, but not in part) at their Redemption Amount, together with accrued interest thereon. Redemption can be made by the Issuer even if the Original Principal Amount of the Notes has been Written Down and not yet reinstated in full, as described in Condition 8 (Redemption and Purchase). For the purposes of this provision: Capital Event means a change in the regulatory classification of the Notes under the Relevant Rules that was not reasonably foreseeable by the Issuer at the Issue Date, and that would be likely to result in or has resulted in, the Notes being fully or partially excluded from the Tier 1 Capital of the Issuer. For the avoidance of doubt, a reduction in the amount of the Notes which are recognized as Additional Tier 1 Capital as a result of a change in the regulatory assessment of the minimum amount of Common Equity Tier 1 capital that would be generated if the principal amount of the Notes were fully written down, in accordance with Article 54(3) of the CRR (as defined in Condition 2 (Definitions and Interpretation)), shall not constitute a Capital Event.