Additional Tier 1

Automatic Conversion

Automatic Conversion Upon Capital Adequacy Trigger Event

(i) Automatic Conversion: If a Capital Adequacy Trigger Event occurs, then an Automatic Conversion 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 the Conversion Shares to the Conversion Shares Depository on the Conversion Date at the Conversion Price, and under no circumstances shall such released obligations be reinstated. If the Issuer has been unable to appoint a Conversion Shares Depository, it shall make such other arrangements for the issuance and/or delivery of the Conversion Shares or Conversion Shares Offer Consideration, as applicable, to the Holders as it shall consider reasonable in the circumstances, which may include issuing the Conversion Shares to another nominee or to the Holders directly, which issuance shall irrevocably and automatically release all of the Issuer's obligations under the Securities (other than the CSO Obligations, if any) as if the Conversion Shares had been issued to the Conversion Shares Depository.

A "Capital Adequacy Trigger Event" shall occur if at any time the fully loaded CET1 Ratio is less than 7.00 per cent. 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. The Automatic Conversion shall occur without delay upon the occurrence of a Capital Adequacy Trigger Event.

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 Conversion Shares Offer of all or some of the Conversion Shares 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.

Recognition of UK Bail-in Power

(a) Agreement and Acknowledgement with Respect to the Exercise of the UK Bail-in Power

Notwithstanding and to the exclusion of any other term of the Securities or any other agreements, arrangements, or understandings between the Issuer and any Holder (or the Trustee on behalf of the Holders), by its acquisition of the Securities, each Holder acknowledges and accepts that the Relevant Amounts arising under the Securities may be subject to the exercise of the UK Bail-in Power by the Resolution Authority, and acknowledges, accepts, consents, and agrees to be bound by:

(i) the effect of the exercise of the UK Bail-in Power by the Resolution Authority, that may include and result in any of the following, or some combination thereof:

(A) the reduction of all, or a portion, of the Relevant Amounts;

(B) the conversion of all, or a portion, of the Relevant Amounts on the Securities into shares, other securities or other obligations of the Issuer or another person (and the issue to or conferral on the Holder of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of the Securities;

(C) the cancellation of the Securities;

(D) the amendment or alteration of the maturity, if any, of the Securities, or the amendment of the amount of interest that may be payable on the Securities, or the date on which the interest may become payable, including by suspending payment for a temporary period;

(ii) the variation of the terms of the Securities, if necessary, to give effect to the exercise of the UK Bail-in Power by the Resolution Authority.