At any time following the occurrence of a Change of Control, the Holder of each Note will have the right, at such Holder’s option, to require the Issuer to redeem all but not some only of that Holder’s Notes on the Change of Control Put Date (as defined in the Conditions) at their principal amount, together with accrued and unpaid interest (if any) up to, but excluding the Change of Control Put Date. See Condition 6(d) (Redemption for Change of Control) of the Conditions.

A “Change of Control” occurs when:

(i)any Person or Persons acting together acquires Control of the Guarantor if such Person or Persons does not or do not have, and would not be deemed to have, Control of the Guarantor on the Issue Date; or

(ii)the Guarantor consolidates with or merges into or sells or transfers all or substantially all of its assets to any other Person, unless the consolidation, merger, sale or transfer will not result in the other Person or Persons acquiring Control over the Guarantor or the successor entity; or

(iii)one or more Persons acquires the beneficial ownership of all or substantially all of the Guarantor's issued share capital. The “Change of Control Put Date” shall be the fourteenth day after the expiry of such period of 60 days as referred to above.

“Control” means the acquisition or control of more than 50 per cent. of the voting rights of the issued share capital of the Guarantor or the right to appoint and/or remove all or the majority of the members of the Guarantor's board of directors or other governing body, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise and the terms "Controlling" and "Controlled" shall have meanings correlative to the foregoing.

A “Person” includes any individual, company, corporation, firm, partnership, joint venture, undertaking, association, organisation, trust, state or agency of a state (in each case whether or not being a separate legal entity) but does not include members of the board of directors of the Guarantor (or their respective heirs, executors or assigns) or any other governing board and does not include the wholly owned direct or indirect Subsidiaries of the Guarantor.