Redemption upon a Change of Control Event

If so provided in the applicable Pricing Supplement, if for any of Control Event reason, a Change of Control Event (as specified in that applicable Pricing Supplement) occurs, the Issuer will, within seven days of such occurrence, give notice to the Noteholders of the occurrence of such event (provided that any failure by the Issuer to give such notice shall not prejudice any Noteholder of such option) and shall, at the option of the holder of any Note, redeem such Note at its Redemption Amount, together with interest accrued to the date fi xed for redemption, on the date falling 45 days from the date of the Notice (or if such date is not a business day, on the next day which is a business day).

Change of Control Event means:

(a) any Person or Person or Persons (acting together with its related corporations) (other than Permitted Holders) acquires or acquire Control of the Issuer, if such Person or Persons does not or do not have, and would not be deemed to have, Control over the Issuer on the Issue Date; or

(b) the Issuer consolidates with or merges into or sells or transfers all or substantially all of the Issuer’s assets to any other Person or Persons (acting together with its related corporations) (other than Permitted Holders), unless the consolidation, merger, sale or transfer will not result in such other Person or Persons acquiring Control over the Issuer or the successor entity.

“Control” means:

(a) the ownership or control of more than 50 per cent. of the voting rights of the issued share capital of the Issuer; or

(b) the right to appoint and/or remove all or the majority of the members of the Issuer’s board of directors, whether obtained directly or indirectly, and whether obtained by ownership of share capital, the possession of voting rights, contract or otherwise;