Clean-up redemption at the option of the Issuer

Subject to Conditions 7.2(a) and 7.9, if, at any time after the Issue Date, 80 per cent. or more of the aggregate principal amount of the Notes originally issued has been purchased and cancelled, then the Issuer may, at its option, having given not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 12, the Trustee and the Principal Paying Agent (which notice shall, save as provided in Condition 7.13 below, be irrevocable and shall specify the date fixed for redemption), redeem all (but not some only) of the Notes at any time at their principal amount, together with any Arrears of Interest and any other accrued and unpaid interest to (but excluding) the date of redemption.

Subject as aforesaid, upon expiry of such notice the Issuer shall redeem the Notes.

Tier 2

Issuer deferral of redemption date

(a) No Notes shall be redeemed on the Maturity Date pursuant to Condition 7.1 or prior to the Maturity Date pursuant to Conditions 7.4, 7.5, 7.6 or 7.7 if:

(i) a Regulatory Deficiency Redemption Deferral Event has occurred and is continuing or would occur if redemption were to be made pursuant to this Condition 7;
(ii) the Relevant Regulator does not consent to the redemption (to the extent that consent is then required by the Relevant Regulator or the Relevant Rules); or
(iii) redemption would otherwise breach the provisions of the Relevant Rules which apply to obligations eligible to qualify as Tier 2 Capital,
and, in each case, redemption shall instead be deferred in accordance with the provisions of this Condition 7.2.

“Regulatory Deficiency Redemption Deferral Event” means any event (including, without limitation, where an Insolvent Insurer Winding-up has occurred and is continuing and any event which causes any Solvency Capital Requirement or Minimum Capital Requirement applicable to the Issuer, the Insurance Group or any member of the Insurance Group to be breached and the continuation of such Insolvent Insurer Winding-up is, or as the case may be such breach is, an event) which under the Relevant Rules would require the Issuer to defer or suspend repayment or redemption of the Notes (on the basis that the Notes are intended to qualify as Tier 2 Capital under the Relevant Rules);

Redemption, substitution or variation at the option of the Issuer due to a Capital Disqualification Event

Subject to Conditions 7.2(a) and 7.9, if at any time a Capital Disqualification Event has occurred and is continuing or, as a result of any change in, or amendment to, or any change in the application or official interpretation of, any applicable law, regulation or other official publication, the same will occur within a period of six months, then the Issuer may at any time, having given not less than 30 nor more than 60 days’ notice to the Noteholders in accordance with Condition 12, the Trustee and the Principal Paying Agent (which notice shall, subject as provided in Condition 7.13, be irrevocable and shall specify the date fixed for redemption, substitution or variation, as applicable) either:

(a) redeem all (but not some only) of the Notes at their principal amount, together with any Arrears of Interest and any other accrued and unpaid interest to (but excluding) the date of redemption; or

(b) substitute all (and not some only) of the Notes for, or vary the terms of the Notes so that they become or remain, Qualifying Tier 2 Securities, and the Trustee shall (subject as provided in Condition 7.8 and to the receipt by it of the certificates of the Directors referred to in Condition 7.9 and in the definition of ‘Qualifying Tier 2 Securities’) agree to such substitution or variation.