Additional Tier 1

Capital Adequacy Trigger:
A “Capital Adequacy Trigger Event” shall occur if at any time the fully loaded CET1 Ratio (as defined in the Offering Circular) is less than 7.00%. Whether a Capital Adequacy Trigger Event has occurred at any time shall be determined by the Issuer and such determination shall be binding on the Trustee and the Holders.

Automatic conversion upon Trigger Event:
If a Capital Adequacy Trigger Event occurs, an Automatic Conversion of the Securities will occur on the Conversion Date, at which point all of the Issuer’s obligations under the Securities (other than the CSO obligations, if any) shall be irrevocably and automatically released in consideration of the Issuer’s issuance of Conversion Shares to the Conversion Shares Depository at a conversion price of SGD [TBD], subject to certain anti-dilution adjustments (as described in the Offering Circular).

Conversion Shares Offer:
Not later than 10 business days following the Conversion Date, the Issuer may elect, in its sole and absolute discretion, that a CSO be made by the Conversion Shares Depository to all or some of the ordinary shareholders of the Issuer, at a cash price of £1.65 per Conversion Share (subject to certain anti-dilution adjustments) (the Conversion Shares Offer Price). Thereafter, Holders will receive Conversion Shares, cash or a combination of both.

Tax Redemption:
At a price of 100% of principal amount, in whole but not in part, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled), if (1) Issuer will or would be required to pay additional amounts or (2) interest payments would no longer be deductible for U.K. tax purposes or the value of the deduction would be materially reduced or (3) Issuer would not be able to benefit from intra-group loss-relief provisions for U.K. tax purposes or (4) Issuer would have to bring into account a taxable credit if the principal amount of the Securities was written down or converted into Conversion Shares or (5) the Securities or any part thereof would become treated as a derivative or an embedded derivative for U.K. tax purposes, in each case, as a result of a change in, or amendment to the laws or regulations of a Taxing Jurisdiction, including any treaty to which the relevant Taxing Jurisdiction is a party, or a change in an official application of those laws or regulations, including a decision of any court or tribunal, on or after the issue date of the Securities

Regulatory Event Redemption Call:
At a price of 100% of principal amount, in whole but not in part, together with any accrued but unpaid interest (which excludes any interest cancelled or deemed cancelled), if there is a change in the regulatory classification of the Securities that occurs on or after the issue date of the Securities, that does, or would be likely to, result in the whole or any part of the outstanding aggregate principal amount of the Securities at any time being excluded from, or ceasing to count towards, the Group’s Tier 1 Capital.

No Set-off:
No Holder may exercise or claim or plead any right of set-off, compensation or retention in respect of the Securities.