Deferral of Distribution Payments at Maturity – Mandatory

(i) This Condition 5(b) is applicable to Capital Securities only if “Mandatory Distribution Deferral at Maturity” and “Group Capital Requirements Redemption Condition” are specified as applicable in the relevant Pricing Supplement.

(ii) On any Mandatory Distribution Deferral Date, the Issuer shall defer payment of all of the Distribution accrued to that date. The Issuer shall endeavour to give notice thereof in writing to the Fiscal Agent and to the Securityholders (in accordance with Condition 15) no later than such Mandatory Distribution Deferral Date, but any failure to give notice shall not affect the validity of such deferral or constitute a default for any purpose. A notice not given by the relevant Mandatory Distribution Deferral Date shall be given without undue delay thereafter.

Distributions are non-compounding

Group Capital Requirements Redemption Condition

If “Group Capital Requirements Redemption Condition” is specified as being applicable in the relevant Pricing Supplement, the Capital Securities may not be redeemed on the originally scheduled Maturity Date, or on any Optional Redemption Date, if any of the Group Capital Requirements would be breached immediately before or after giving effect to such redemption, provided, however that, the Capital Securities may be redeemed on the originally scheduled Maturity Date, or on any Optional Redemption Date, if the Relevant Regulator, despite being aware of any of the Group Capital Requirements not being satisfied, directs or permits the Issuer to redeem the Capital Securities.

“Group Capital Requirements” means the GMCR and the GPCR and any other solvency capital requirements to which the Issuer or the Insurance Group is subject from time to time pursuant to the Applicable Supervisory Rules applicable to the Insurance Group.

Tier 2

Redemption upon a Rating Event

(i) This Condition 6(f) shall apply to Capital Securities only if “Redemption upon a Rating Event” is specified as being applicable in the relevant Pricing Supplement and, if “Regulatory Redemption Conditions” is specified as being applicable in the relevant Pricing Supplement, at all times be subject to the satisfaction of Condition 6(j).

(ii) The Capital Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving the relevant Notice Period’s (as specified in the relevant Pricing Supplement) notice to the Securityholders and the Fiscal Agent (which notice shall be irrevocable) at their Early Redemption Amount (Rating Event) (together with Distributions accrued to the date fixed for redemption, including any Arrears of Distribution and any Additional Distribution Amount), if, immediately before giving such notice, the Issuer delivers to the Fiscal Agent the certificate referred to below stating that an amendment, clarification or change has occurred in the rules, criteria, guidelines or methodologies of relevant Rating Agencies or any of their respective successors to the rating business thereof, which amendment, clarification or change (x) results in, or will result in, a lower equity credit for the Capital Securities than the equity credit assigned on or subsequent to the Issue Date or results in or will result in no equity credit for the Capital Securities, or (y) results in or will result in the shortening of the length of time the Capital Securities are assigned a particular level of equity credit by such rating agency as compared to the length of time the Capital Securities would have been assigned that level of equity credit by such rating agency on or subsequent to the Issue Date (a “Rating Event”).

Redemption upon a Regulatory Event

The Capital Securities may be redeemed at the option of the Issuer in whole, but not in part, at any time, on giving not less than the relevant Notice Period’s (as specified in the relevant Pricing Supplement) notice to the Securityholders and the Fiscal Agent (which notice shall be irrevocable) at their Early Redemption Amount (Regulatory Event) (together with Distributions accrued to the date fixed for redemption, including any Arrears of Distribution and any Additional Distribution Amount), if, immediately before giving such notice, the Capital Securities, having qualified as the Relevant Group Capital Level (as specified in the relevant Pricing Supplement) under the Applicable Supervisory Rules (or, if different, whatever terminology is employed by the then Applicable Supervisory Rules), are no longer capable of qualifying (in whole or in part) as at least the Relevant Group Capital Level under the Applicable Supervisory Rules (or, if different, whatever terminology is employed by the then Applicable Supervisory Rules):

(A) as a result of a change or amendment to the then Applicable Supervisory Rules; or

(B) as a result of a change or amendment to the application or official interpretation of the Applicable Supervisory Rules provided that such change or amendment to such application or official interpretation is confirmed in writing or by way of a public announcement of general application by the Relevant Regulator (an “Interpretation or Application of the Applicable Supervisory Rules”),

except where such non-qualification is as a result of any other applicable limit on the amount of such capital (each, a “Regulatory Event”).