Common use of EITHER Clause in Contracts

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the Covered Bonds, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered Bonds) the Conditions and the provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] For the purposes of [the Covered Bonds] [each such Series of Covered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [ Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: TitlePer: Name: Title: Per: Name: Title: RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP, by its managing general partner, RBC COVERED BOND GP INC., as Guarantor Per: Name: Title: Per: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the Covered Bonds, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered Bonds) the Conditions and the provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] For the purposes of [the Covered Bonds] [each such Series of Covered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: THE FIFTH SCHEDULE Duties under the Issuer-ICSDs Agreement In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:

EITHER. [We each Pursuant to Clause 2 and/or Clause 12 of the Agency Agreement, we hereby appoint you as [Principal Paying Agent, Registrar, Paying Agent and/or Calculation Agent Agent] at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered BondsObligations] (the “Covered Bonds”"Obligations") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] thereto.]1 1 The Appointment Letter may either be used to appoint an institution as Principal Paying Agent, Registrar, Paying Agent, Transfer Agent and/or Calculation Agent, as the case may be, in respect of a particular Series of Notes (first alternative wording) or in respect of more than one Series of Notes (second alternative wording). Under the second alternative wording, the Principal Paying Agent, Registrar, Paying Agent, Transfer Agent and/or Calculation Agent, as the case may be, agrees to act as such in relation to any Series of Notes in respect of which it is named as Principal Paying Agent, Registrar, Paying Agent, Transfer Agent and/or Calculation Agent in the relevant Pricing Supplement. [We each Pursuant to Clause 2 and/or Clause 12 of the Agency Agreement, we hereby appoint you as [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds Obligations in respect of which you are named as Calculation Agent in the applicable Final Terms relevant Applicable Supplement upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer Agreement and the Guarantor LP in relation to the Covered Bonds, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsObligations) in the Conditions and the provision of the Agency Agreement and, in connection therewith, shall take all such action as may be matters incidental thereto.] For Please complete and return to us the purposes Confirmation on the copy of [the Covered Bonds] [each such Series this letter duly signed by an authorised signatory confirming your acceptance of Covered Bonds] this appointment. This letter and the Agency Agreement our specified office and communication details any non-contractual obligations arising out of or in connection with it are as follows: Address: [ Fax: governed by English law. Yours faithfully [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:CONFIRMATION

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor LP Guarantor] in relation to the Covered BondsSecurities, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. We hereby accept our appointment as Calculation Agent of the Issuer [and Guarantor LP the Guarantor] in relation to each Series Covered Bonds of Securities in respect of which we are named as Calculation Agent in the applicable Final Terms Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsSecurities) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsSecurities] [each such Series of Covered BondsSecurities] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series [MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] (the Issuer) [Details of Covered Bonds that are NGCBs or Registered Global Covered Bonds issue] (the Certificates) When completed this Physical Delivery Confirmation Notice should be sent by authenticated swift message (to be held confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the Certificates being exercised, with a copy to the [Fiscal Agent] [Italian Paying Agent1]and to the Issuer or, if the Physical Delivery Confirmation Notice relates to Certificates represented by Definitive Certificates, should be delivered along with the Certificates to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Certificateholder or any other person for any loss or damage to any Definitive Certificates deposited with it, unless such loss or damage was caused by the fraud or negligence of the Issuer or its directors, officers or employees. To: [Euroclear Bank S.A./N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX B–0000 Xxxxxxxx Belgium]* or: [Clearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx L-1855 Luxembourg]* or: Monte Titoli S.p.A. Xxxxxx Xxxxxx, 0 00000 Xxxxx Xxxxx* or: Name and address of other relevant Clearing System* or: [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * cc: BNP Paribas Securities Services, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg (Attention: Corporate Trust Operations) [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * 1 Delete as appropriate depending on whether the Certificates are cleared in Monte Titoli or not * Delete as applicable If this Physical Delivery Confirmation Notice is determined to be incomplete or not in proper form (in the determination of the [Fiscal Agent] [Italian Paying Agent]*), or is not copied to the [Fiscal Agent] [Italian Paying Agent]* and the Issuer immediately after being delivered or sent to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other Clearing System] (or, in the case of Definitive Certificates, is not delivered to the Issuer and copied to the Fiscal Agent), it will be treated as null and void. If this Physical Delivery Confirmation Notice is subsequently corrected to the satisfaction of [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System], in consultation with the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the satisfaction of the Issuer in consultation with the Fiscal Agent), it will be deemed to be a new Physical Delivery Confirmation Notice submitted at the time such correction was delivered to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System] and copied to the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the Issuer and copied to the Fiscal Agent). This Physical Delivery Confirmation Notice should be completed and delivered as provided in the terms and conditions of the Certificates [as amended and/or supplemented by the relevant provisions of the applicable Final Terms][included in the Drawdown Prospectus] (the Conditions). Expressions defined in such Conditions shall bear the same meanings herein. This Physical Delivery Confirmation Notice will be null and void unless the beneficial owner certifies on the date of exercise that such owner is not a “U.S. person” as such term may be defined in Regulation S under the NSS United States Securities Act of 1933, as amended (the “NSSCBsSecurities Act”), and no securities or other property have been or will be delivered within the Issuing United States or to, or for the account or benefit of, a U.S. person in connection with this Physical Delivery Confirmation Notice. 1 Name(s) and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:Address(es) of [Certificateholders][Monte Titoli Accountholder]: Name …………………………………………………. Address ………………………………………………….

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP Trustee in relation to the Covered BondsCertificates, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP Trustee in relation to each Series Covered Bonds of Certificates in respect of which we are named as Calculation Agent in the applicable Final Terms Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsCertificates) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsCertificates] [each such Series of Covered BondsCertificates] and the Agency Agreement our specified office and communication details are as follows: Address: [ [•] Fax: [ ] [•] Attention: [ [•] [Calculation Agent] By: .............................................................. Date: In relation to each Series SCHEDULE 3‌ [MiFID II product governance/professional investors and ECPs only target market – Solely for the purposes of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”)[the/each] manufacturer's product approval process, the Issuing target market assessment in respect of the Certificates has led to the conclusion that: (i) the target market for the Certificates is eligible counterparties and Paying Agent professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Certificates (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.] [UK MiFIR product governance/professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Certificates has led to the conclusion that: (i) the target market for the Certificates is only eligible counterparties, as defined in the United Kingdom (the "UK") Financial Conduct Authority ("FCA") Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No. 600/2014 as it forms part of domestic law of the UK by virtue of the European Registrar, as the case may be, will comply with the following provisions:Union (Withdrawal) Act 2018 ("UK MiFIR"); and

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor LP Guarantor] in relation to the Covered BondsSecurities, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. We hereby accept our appointment as Calculation Agent of the Issuer [and Guarantor LP the Guarantor] in relation to each Series Covered Bonds of Securities in respect of which we are named as Calculation Agent in the applicable Final Terms Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsSecurities) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsSecurities] [each such Series of Covered BondsSecurities] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series [MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] (the Issuer) [Details of Covered Bonds that are NGCBs or Registered Global Covered Bonds issue] (the Certificates) When completed this Physical Delivery Confirmation Notice should be sent by authenticated swift message (to be held confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the Certificates being exercised, with a copy to the [Fiscal Agent] [Italian Paying Agent1]and to the Issuer or, if the Physical Delivery Confirmation Notice relates to Certificates represented by Definitive Certificates, should be delivered along with the Certificates to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Certificateholder or any other person for any loss or damage to any Definitive Certificates deposited with it, unless such loss or damage was caused by the fraud or negligence of the Issuer or its directors, officers or employees. To: [Euroclear Bank S.A./N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX B–0000 Xxxxxxxx Belgium]∗ or: [Clearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx L-1855 Luxembourg]* or: Monte Titoli S.p.A. Xxxxxx Xxxxxx, 0 00000 Xxxxx Xxxxx* or: Name and address of other relevant Clearing System* or: [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * cc: BNP Paribas Securities Services, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg (Attention: Corporate Trust Operations) [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * 1 Delete as appropriate depending on whether the Certificates are cleared in Monte Titoli or not ∗ Delete as applicable If this Physical Delivery Confirmation Notice is determined to be incomplete or not in proper form (in the determination of the [Fiscal Agent] [Italian Paying Agent]*), or is not copied to the [Fiscal Agent] [Italian Paying Agent]* and the Issuer immediately after being delivered or sent to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other Clearing System] (or, in the case of Definitive Certificates, is not delivered to the Issuer and copied to the Fiscal Agent), it will be treated as null and void. If this Physical Delivery Confirmation Notice is subsequently corrected to the satisfaction of [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System], in consultation with the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the satisfaction of the Issuer in consultation with the Fiscal Agent), it will be deemed to be a new Physical Delivery Confirmation Notice submitted at the time such correction was delivered to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System] and copied to the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the Issuer and copied to the Fiscal Agent). This Physical Delivery Confirmation Notice should be completed and delivered as provided in the terms and conditions of the Certificates [as amended and/or supplemented by the relevant provisions of the applicable Final Terms][included in the Drawdown Prospectus] (the Conditions). Expressions defined in such Conditions shall bear the same meanings herein. This Physical Delivery Confirmation Notice will be null and void unless the beneficial owner certifies on the date of exercise that such owner is not a “U.S. person” as such term may be defined in Regulation S under the NSS United States Securities Act of 1933, as amended (the “NSSCBsSecurities Act”), and no securities or other property have been or will be delivered within the Issuing United States or to, or for the account or benefit of, a U.S. person in connection with this Physical Delivery Confirmation Notice. 1 Name(s) and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:Address(es) of [Certificateholders][Monte Titoli Accountholder]: Name …………………………………………………. Address ………………………………………………….

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to the issuance of [specify relevant Series of Covered Bondscurrency][amount] Trust Certificates due [date] (Series No. [series]) (the “Covered Bonds”Trust Certificates) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds Trust Certificates in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency AgreementAgreement and (in relation to each such Series of Trust Certificates) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 (Termination of Appointment) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any contractual or non-contractual obligations arising out of or in connection with it is governed by, and shall be construed in accordance with, English law and the provisions of Clauses 33 (Governing Law and Dispute Resolution) of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such agreement. Yours truly, Namefaithfully By: TitleBy: Name: Title: Name: Title: Name: Title: [EITHER We hereby accept our appointment as Calculation Agent of the Issuer Trustee and the Guarantor LP IsDB in relation to the Covered BondsTrust Certificates, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. OR We hereby accept our appointment as Calculation Agent of the Issuer Trustee and Guarantor LP the IsDB in relation to each Series Covered Bonds of Trust Certificates in respect of which we are named as Calculation Agent in the applicable Final Terms Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsTrust Certificates) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsTrust Certificates] [each such Series of Covered BondsTrust Certificates] and the Agency Agreement our specified office and communication details are as follows: Address: [ [Address] Telex: [Telex] Fax: [ ] [Fax] Attention: [ [Attention] [Calculation Agent] By: Date: In [MIFID II PRODUCT GOVERNANCE – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Trust Certificates has led to the conclusion that: (i) the target market for the Trust Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Trust Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Trust Certificates (a distributor) should take into consideration the manufacturer[‘s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Trust Certificates (by either adopting or refining the manufacturer[‘s/s’] target market assessment) and determining appropriate distribution channels.] MARKET – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Trust Certificates has led to the conclusion that: (i) the target market for the Trust Certificates is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Trust Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Trust Certificates (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Trust Certificates (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.] [PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Trust Certificates are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, MiFID II); or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Trust Certificates or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Trust Certificates or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.] [PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Trust Certificates are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Trust Certificates or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Trust Certificates or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.] [Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (as modified or amended from time to time, the SFA) and pursuant to the CMP Regulations 2018, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Trust Certificates are ["prescribed capital markets products"]/[capital markets products other than "prescribed capital markets products"] (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and ["Excluded Investment Products"]/["Specified Investment Products"] (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).] [Date] Legal entity identifier (LEI): [213800VKLEPJ95I3W549 / 222100S88XMYHA1E3547] Issue of [currency][amount] Trust Certificates due [year] [to be consolidated and form a single series with the existing [currency][amount] Trust Certificates due [year] issued on [date]] with, inter alia, the benefit of a Guarantee (in respect of the payment obligations arising under the Portfolio of the relevant Series of Trust Certificates) provided by [The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Trust Certificates in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Regulation (Regulation (EU) 2017/1129) from the requirement to publish a prospectus for offers of the Trust Certificates. Accordingly any person making or intending to make an offer in a Member State of the Trust Certificates may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under such offer. Neither the NSS (“NSSCBs”)Issuer, the Issuing and Paying Agent or IsDB nor any Dealer has authorised, nor do they authorise, the European Registrar, as the case may be, will comply with the following provisions:making of any offer of Trust Certificates in any other circumstances.]

EITHER. [We each hereby appoint you as Calculation Agent Bank at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered BondsSeries] (the “Covered Bonds”"NOTES") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [We each hereby appoint you as Calculation Agent Bank at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent Bank in the applicable relevant Prospectus Supplement/Final Terms upon the terms of the Agency AgreementAgreement and (in relation to each such Series) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Agent Bank may only be revoked in accordance with Clause 11.2 (Revocation) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter is governed by, and shall be construed in accordance with, English law and the provisions of Clauses 25 (Governing Law) and 26 (Jurisdiction) of the Issuer Master Framework Agreement incorporated into the Agency Agreement shall apply to this letter as if set out herein in full. Without prejudice to any right explicitly granted to a party in the Agency Agreement, a person who is not a party to the Agency Agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of such Agreement. Yours truly, Namefaithfully TURQUOISE CARD BACKED SECURITIES PLC By: Title: Name: Title: Name: Title: Name: Title: [FORM OF CONFIRMATION EITHER We hereby accept our appointment as Calculation Agent Bank of the Issuer and the Guarantor LP in relation to the Covered BondsNotes, and shall perform all matters expressed to be performed by the Calculation Agent Bank in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. OR We hereby accept our appointment as Calculation Agent Bank of the Issuer and Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent Bank in the applicable relevant Prospectus Supplement/Final Terms Terms, and shall perform all matters expressed to be performed by the Calculation Agent Bank in, and shall otherwise comply with (in relation to each such Series of Covered BondsSeries) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsNotes] [each such Series of Covered BondsSeries] and the Agency Agreement our specified office and communication details are as follows: Address: [ [o] Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:o]

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP Trustee in relation to the Covered BondsCertificates, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP Trustee in relation to respect of each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms (or, as applicable, Pricing Supplement), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to respect of each such Series of Covered BondsSeries) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] For the purposes of [the Covered BondsCertificates] [each such Series of Covered BondsSeries] and the Agency Agreement our specified office Specified Office and communication details are as follows: Address: [ Fax[⚫] Facsimile: [ [⚫] Email: [⚫] Attention: [ [⚫] [Calculation Agent] By: Date: In relation Specified Currency][amount] Trust Certificates due [year]2 (the Certificates) We refer to each Series the Amended and Restated Agency Agreement dated 24 January 2022 entered into in respect of Covered Bonds the above Trust Certificate Issuance Programme (as amended or supplemented from time to time, the Agency Agreement) between, inter alios, ourselves, First Abu Dhabi Bank PJSC, the Paying Agent, the Delegate, the Transfer Agent, the Calculation Agent, the Principal Paying Agent and the Registrar, a copy of which has been supplied to you by us. By delivering this duly completed [Certificateholder]/[Tangibility Event] Put Option Notice to the Principal Paying Agent for the Certificates the undersigned holder of such Certificates [as are, or are represented by the Definitive Certificate that is, surrendered with this [Certificateholder]/[Tangibility Event] Put Option Notice]/[with interests in the Global Certificate as are NGCBs specified in the records of Euroclear/Clearstream, Luxembourg]* and referred to below irrevocably exercises its early dissolution right to have such Certificates, or Registered the face amount of Certificates specified below redeemed on the [Certificateholder]/[Tangibility Event] Put Option Date under Condition [10(d)]/[10(e)] of the Certificates. This [Certificateholder]/[Tangibility Event] Put Option Notice relates to Certificates in the aggregate face amount of [⚫], [bearing the following serial numbers]/[relating to the following interests in the Global Covered Bonds Certificate as are specified in the records of Euroclear/Clearstream, Luxembourg]3: [⚫] [If the Definitive Certificate to which this [Certificateholder]/[Tangibility Event] Put Option Notice relates is to be held under the NSS (“NSSCBs”)returned [or, the Issuing and Paying Agent or the European Registrar, as in the case may beof a partial exercise of an early dissolution right in respect of a single holding of Certificates, will comply a new Definitive Certificate representing the balance of the Certificateholders' holding in respect of which no such right has been exercised is to be issued to such Certificateholder,] such Definitive Certificate should be returned by post to(1): [INSERT ADDRESS] Please make payment in respect of the above Certificates by transfer to [details of the relevant account maintained by the payee] with [name and address of the following provisions:relevant bank].

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: TitleXXXXX XXXX XX XXXXXX, as Issuer Per: Name: Title: Per: Name: Title: RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP, by its managing general partner, RBC COVERED BOND GP INC., as Guarantor Per: Name: Title: Per: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the Covered Bonds, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered Bonds) the Conditions and the provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] For the purposes of [the Covered Bonds] [each such Series of Covered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [ Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP Trustee in relation to the Covered BondsCertificates, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP Trustee in relation to each Series Covered Bonds of Certificates in respect of which we are named as Calculation Agent in the applicable Final Terms Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsCertificates) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsCertificates] [each such Series of Covered BondsCertificates] and the Agency Agreement our specified office and communication details are as follows: Address: [ Fax: [ ] [•] Attention: [ [•] [Calculation Agent] By: .............................................................. Date: In relation to each Series [EU MiFID II product governance/professional investors and ECPs only target market – Solely for the purposes of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”)[the/each] manufacturer's product approval process, the Issuing target market assessment in respect of the Certificates has led to the conclusion that: (i) the target market for the Certificates is eligible counterparties and Paying Agent professional clients only, each as defined in Directive 2014/65/EU (as amended, "EU MiFID II"); and (ii) all channels for distribution of the Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Certificates (a "distributor") should take into consideration the manufacturer['s/s'] target market assessment; however, a distributor subject to EU MiFID II is responsible for undertaking its own target market assessment in respect of the Certificates (by either adopting or refining the manufacturer['s/s'] target market assessment) and determining appropriate distribution channels.] [UK MiFIR product governance/professional investors and ECPs only target market – Solely for the purposes of [the/each] manufacturer's product approval process, the target market assessment in respect of the Certificates has led to the conclusion that: (i) the target market for the Certificates is only eligible counterparties, as defined in the United Kingdom (the "UK") Financial Conduct Authority ("FCA") Handbook Conduct of Business Sourcebook, and professional clients, as defined in Regulation (EU) No. 600/2014 as it forms part of domestic law of the UK by virtue of the European Registrar, as the case may be, will comply with the following provisions:Union (Withdrawal) Act 2018 ("UK MiFIR"); and

EITHER. [We each Pursuant to Clause 2 and/or Clause 12 of the Agency Agreement, we hereby appoint you as [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered BondsObligations] (the “Covered Bonds”"Obligations") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] thereto.]1 1 The Appointment Letter may either be used to appoint an institution as Principal Paying Agent, Registrar, Paying Agent, Transfer Agent and/or Calculation Agent, as the case may be, in respect of a particular Series of Notes (first alternative wording) or in respect of more than one Series of Notes (second alternative wording). Under the second alternative wording, the Principal Paying Agent, Registrar, Paying Agent, Transfer Agent and/or Calculation Agent, as the case may be, agrees to act as such in relation to any Series of Notes in respect of which it is named as Principal Paying Agent, Registrar, Paying Agent, Transfer Agent and/or Calculation Agent in the relevant Applicable Supplement. [We each Pursuant to Clause 2 and/or Clause 12 of the Agency Agreement, we hereby appoint you as [Principal Paying Agent, Registrar, Paying Agent, Loan Agent and/or Calculation Agent Agent] at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds Obligations in respect of which you are named as Calculation Agent in the applicable Final Terms relevant Applicable Supplement upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer Agreement and the Guarantor LP in relation to the Covered Bonds, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsObligations) in the Conditions and the provision of the Agency Agreement and, in connection therewith, shall take all such action as may be matters incidental thereto.] For Please complete and return to us the purposes Confirmation on the copy of [the Covered Bonds] [each such Series this letter duly signed by an authorised signatory confirming your acceptance of Covered Bonds] this appointment. This letter and the Agency Agreement our specified office and communication details any non-contractual obligations arising out of or in connection with it are as follows: Address: [ Fax: governed by English law. Yours faithfully [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:CONFIRMATION

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor LP Guarantor] in relation to the Covered BondsSecurities, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. We hereby accept our appointment as Calculation Agent of the Issuer [and Guarantor LP the Guarantor] in relation to each Series Covered Bonds of Securities in respect of which we are named as Calculation Agent in the applicable Final Terms Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsSecurities) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsSecurities] [each such Series of Covered BondsSecurities] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series [Details of Covered Bonds that are NGCBs or Registered Global Covered Bonds issue] (the Warrants) When completed, this Exercise Notice should be sent by authenticated swift message (to be held confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the Warrants being exercised, with a copy to the [Fiscal Agent] [Italian Paying Agent]1 and to the Issuer or, if the Exercise Notice relates to Warrants represented by Definitive Warrants, should be delivered along with the Warrants to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Warrantholder or any other person for any loss or damage to any Definitive Warrants deposited with it, unless such loss or damage was caused by the fraud or negligence of the Issuer or its directors, officers or employees. To: [Clearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx L-1855 Luxembourg]2 or: [Euroclear Bank S.A/N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX, B-1210 Brussels Belgium]3 or: [Monte Titoli S.p.A.4 Xxxxxx Xxxxxx, 0 00000 Xxxxx Xxxxx] or: [Name and address of other relevant Clearing System]5 or: [MEDIOBANCA – Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] * cc: BNP Paribas Securities Services, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg (Attention: Corporate Trust Services) [MEDIOBANCA – Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.]6 1 Delete as appropriate depending on whether the Warrants are cleared via Monte Titoli or not 2Delete as appropriate 3Delete as appropriate 4 Delete as appropriate 5 Delete as appropriate 6 Delete as appropriate If this Exercise Notice is determined to be incomplete or not in proper form (in the determination of the [Fiscal Agent] [Italian Paying Agent]7), or is not copied to [the Fiscal Agent] [Italian Paying Agent]8and the Issuer immediately after being delivered or sent to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] (or, in the case of Definitive Warrants, is not delivered to the Issuer and copied to the Fiscal Agent), it will be treated as null and void. If this Exercise Notice is subsequently corrected to the satisfaction of [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System], in consultation with the Issuer and the [Fiscal Agent] [Italian Paying Agent9] (or, in the case of Definitive Warrants, to the satisfaction of the Issuer in consultation with the Fiscal Agent), it will be deemed to be a new Exercise Notice submitted at the time such correction was delivered to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] and copied to the Issuer and the [Fiscal Agent] [Italian Paying Agent10] (or, in the case of Definitive Warrants, to the Issuer and copied to the Fiscal Agent). This Exercise Notice should be completed and delivered as provided in the [terms and conditions of the Warrants as amended and/or supplemented by the relevant provisions of the applicable Final Terms] [the terms and conditions of the Warrants included in the Drawdown Prospectus] (the “Conditions”). Expressions defined in such Conditions shall bear the same meanings herein. This Exercise Notice will be null and void unless the beneficial owner certifies on the date of exercise that such owner is not a “U.S. person” as such term may be defined in Regulation S under the NSS United States Securities Act of 1933, as amended (the “NSSCBsSecurities Act”), and no securities or other property have been or will be delivered within the Issuing and Paying Agent United States or to, or for the European Registraraccount of benefit of, as the case may be, will comply a U.S. person in connection with the following provisions:this Exercise Notice.

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor LP Guarantor] in relation to the Covered BondsSecurities, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. We hereby accept our appointment as Calculation Agent of the Issuer [and Guarantor LP the Guarantor] in relation to each Series Covered Bonds of Securities in respect of which we are named as Calculation Agent in the applicable Final Terms Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsSecurities) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsSecurities] [each such Series of Covered BondsSecurities] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series [Details of Covered Bonds that are NGCBs or Registered Global Covered Bonds issue] (the Warrants) When completed, this Exercise Notice should be sent by authenticated swift message (to be held under confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the NSS (“NSSCBs”)Warrants being exercised, with a copy to the Issuing [Fiscal Agent] [Italian Paying Agent]1 and Paying Agent or to the European RegistrarIssuer or, as if the case may beExercise Notice relates to Warrants represented by Definitive Warrants, will comply should be delivered along with the following provisions:Warrants to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Warrantholder or any other person for any loss or damage to any Definitive Warrants deposited with it, unless such loss or damage was caused by the fraud or negligence of the Issuer or its directors, officers or employees. To: [Clearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx L-1855 Luxembourg]2 or: [Euroclear Bank S.A/N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX, B-1210 Brussels Belgium] 3 or: [Monte Titoli S.p.A. Xxxxxx Xxxxxx, 0 00000 Xxxxx Xxxxx] 4 or: [Name and address of other relevant Clearing System] 5 or: [MEDIOBANCA – Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] cc: BNP Paribas Securities Services, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg (Attention: Corporate Trust Services) [MEDIOBANCA – Banca di Credito Finanziario S.p.A.] [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] 6 If this Exercise Notice is determined to be incomplete or not in proper form (in the determination 1 Delete as appropriate depending on whether the Warrants are cleared via Monte Titoli or not.

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to the issuance of [specify relevant Series of Covered Bondscurrency][amount] Trust Certificates due [date] (Series No. [series]) (the “Covered Bonds”Trust Certificates) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds Trust Certificates in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency AgreementAgreement and (in relation to each such Series of Trust Certificates) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 (Termination of Appointment) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any contractual or non-contractual obligations arising out of or in connection with it is governed by, and shall be construed in accordance with, English law and the provisions of Clauses 33 (Governing Law and Dispute Resolution) of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of such agreement. Yours truly, Namefaithfully By: TitleBy: Name: Title: Name: Title: Name: Title: [EITHER We hereby accept our appointment as Calculation Agent of the Issuer Trustee and the Guarantor LP IsDB in relation to the Covered BondsTrust Certificates, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. OR We hereby accept our appointment as Calculation Agent of the Issuer Trustee and Guarantor LP the IsDB in relation to each Series Covered Bonds of Trust Certificates in respect of which we are named as Calculation Agent in the applicable Final Terms Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsTrust Certificates) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsTrust Certificates] [each such Series of Covered BondsTrust Certificates] and the Agency Agreement our specified office and communication details are as follows: Address: [ [Address] Telex: [Telex] Fax: [ ] [Fax] Attention: [ [Attention] [Calculation Agent] By: Date: In [MIFID II PRODUCT GOVERNANCE – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Trust Certificates has led to the conclusion that: (i) the target market for the Trust Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Trust Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Trust Certificates (a distributor) should take into consideration the manufacturer[‘s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Trust Certificates (by either adopting or refining the manufacturer[‘s/s’] target market assessment) and determining appropriate distribution channels.] MARKET – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Trust Certificates has led to the conclusion that: (i) the target market for the Trust Certificates is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Trust Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Trust Certificates (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Trust Certificates (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.] [PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Trust Certificates are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, MiFID II); or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Trust Certificates or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Trust Certificates or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.] [PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Trust Certificates are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Trust Certificates or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Trust Certificates or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.] [Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act 2001 of Singapore (as modified or amended from time to time, the SFA) and pursuant to the CMP Regulations 2018, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Trust Certificates are ["prescribed capital markets products"]/[capital markets products other than "prescribed capital markets products"] (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and ["Excluded Investment Products"]/["Specified Investment Products"] (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).] [Date] Legal entity identifier (LEI): [213800VKLEPJ95I3W549 / 222100S88XMYHA1E3547] Issue of [currency][amount] Trust Certificates due [year] [to be consolidated and form a single series with the existing [currency][amount] Trust Certificates due [year] issued on [date]] with, inter alia, the benefit of a Guarantee (in respect of the payment obligations arising under the Portfolio of the relevant Series of Trust Certificates) provided by [The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Trust Certificates in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Regulation (Regulation (EU) 2017/1129) from the requirement to publish a prospectus for offers of the Trust Certificates. Accordingly any person making or intending to make an offer in a Member State of the Trust Certificates may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under such offer. Neither the NSS (“NSSCBs”)Issuer, the Issuing and Paying Agent or IsDB nor any Dealer has authorised, nor do they authorise, the European Registrar, as the case may be, will comply with the following provisions:making of any offer of Trust Certificates in any other circumstances.]

EITHER. [We “The parties envisage that the Employment Regulations will apply on commencement of this Agreement (Entry) and on termination of this Agreement or the Services Agreement (Exit). To the extent that the Employment Regulations apply on Entry and/or Exit, each hereby appoint you as Calculation Agent at your specified office detailed in party agrees to comply with its obligations under the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (Employment Regulations and will indemnify the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds other party in respect of which you are named as Calculation Agent in any failure to do so. Any entitlements that employees providing the applicable Final Terms upon the terms Services have by virtue of being employees of the Agency Agreement.] Yours trulyContractor will be maintained by the Subcontractor after the transfer of their employment to the Subcontractor. If the Employment Regulations do not to apply, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent the existing employer of the Issuer and employees providing the Guarantor LP in relation to Services at the Covered Bonds, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions time of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with Entry or Exit (in relation to each such Series of Covered Bonds) the Conditions and the provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] For the purposes of [the Covered Bonds] [each such Series of Covered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [ Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent or the European Registrar, as the case may be) will continue to be responsible for those employees and will indemnify the other party for any liability arising from a failure to discharge that responsibility.” “The parties shall comply with their respective obligations set out in Schedule 10 (Employee Transfers).” The Contractor and Subcontractor should note, however, that an employee transfer will not necessarily happen and, where a transfer does take place, it may not necessarily be as a result of the operation of the Employment Regulations. The transfer may be the result, for example, of a Statutory Transfer Scheme. Advice should be obtained from specialist employment lawyers to determine whether there will be an employee transfer in a given case. If there is an employee transfer, the parties may wish to include more detailed provisions on, for example, the conditions of transfer, apportionment of liability etc, and the details should be set out in the schedule to the ISPA. Again, specialist employment law advice should be obtained on the details of these provisions. The pension schedule, included in draft form in Appendix 4 to this Explanatory Guide, sets out provisions to ensure that the Contractor and Subcontractor comply with the provisions of the Fair Deal policy dated October 2013 (“Fair Deal for staff pensions: staff transfers from central government” issued by HM Treasury). If staff are transferring, the Contractor and Subcontractor should seek legal advice to ensure that the schedule is amended to deal fully with the pension rights of employees both under the Fair Deal policy and general employment and pensions law. In summary, the Fair Deal policy requires that staff who have been compulsorily transferred from the public sector under the Cabinet Office Statement of Practice on staff transfers (January 2000 revised November 2007) and the Fair Deal policy are provided with continued access to the relevant public service pension scheme on any subsequent compulsory transfer, while they continue to be employed on the contracted-out service or function, including any transfer to a sub-contractor. See paragraph 1.12 of the Fair Deal policy. The ISPA provisions ensure that this requirement is met. The majority of staff who transferred from a Probation Trust to a Community Rehabilitation Company as part of the Transforming Rehabilitation Programme in April 2014 participated in the Local Government Pension Scheme (LGPS) before the transfer and continued to have access to the LGPS once employed by the Community Rehabilitation Company. In respect of staff who transferred from a Probation Trust (or other organisation providing probation services) as part of the Transforming Rehabilitation Programme and who continue to participate in the LGPS, the schedule sets out the following: The Subcontractor is to become an admission body in the LGPS under the agreed form admission agreement with the Greater Manchester Pension Fund (GMPF) so as to provide benefits to the LGPS employees. (The administering authority for the Greater Manchester Pension Fund administers all of the benefits under the LGPS for probation service staff). The Secretary of State for Justice will provide a guarantee in an agreed form to support the admission of the Subcontractor to the GMPF. For the Subcontractor to pay employer contributions to the LGPS as required under the legislation governing the LGPS from time to time (it is assumed that the pensions liabilities under the LGPS in relation to the original transferring employees are fully funded on an on-going funding basis at the commencement of the ISPA – this will need to be discussed with the Contractor, GMPF and the Authority). The Subcontractor should also pass on employee pensions contributions that it collects. On termination of the ISPA, the Subcontractor will cease participating in the LGPS under its admission agreement and that admission agreement will come to an end. A proposed structure is suggested whereby: (i) the GMPF administering authority calculates whether the Subcontractor is required to pay any further amount to the LGPS; and (ii) the Contractor ultimately pays for such costs, except those relating to certain discretionary actions taken by the Subcontractor (such as increasing salaries above a certain level). These provisions may need to be amended to reflect the commercial agreement of the parties. A very small number of staff who transferred to the Contractor in April 2014 continued to participate in the Principal Civil Service Pension Scheme (PCSPS). Provisions in relation to the PCSPS are included in the pensions schedule, but the parties should check if they are relevant. If, due to exceptional reasons beyond the control of the Authority, the Contractor and the Subcontractor, the Subcontractor is unable to become an Admission Body under the LGPS and/or the PCSPS, it will have to set up an alternative scheme providing the same, broadly comparable or better benefits for the relevant employees. A number of undertakings and information requirements are included with which the Subcontractor must comply. Further provisions may be needed to deal with the pension provision of staff who have joined the Contractor as new employees following provisions:the initial Transforming Rehabilitation transfers. The pension schedule only requires that the Subcontractor provides a registered retirement benefit scheme and complies with their pension auto-enrolment requirements for those employees. The Contractor and Subcontractor should consider if further provisions are required. The ISPA has an initial term of three years. This can only be reduced with the Authority’s prior written consent. Voluntary Termination - The ISPA can be terminated for convenience by either party at any time by giving not less than six months’ written notice to the other party, to expire no earlier than the end of the initial term of three years. In the case of a Material Subcontract or a subcontract that the Contractor included as part of its bid for the Services Agreement, the parties must not terminate the ISPA without the Authority’s prior written consent (Clause 15.2(a)). The Contractor must provide the Subcontractor with written details of its retendering process if it terminates the ISPA where the Subcontractor is not at fault and intends to retender the same services. The Contractor must consider the Subcontractor’s proposal for the provision of those services if the Subcontractor submits an offer. Termination for cause – The ISPA can be terminated by either party on the insolvency of or material breach by the other party, subject to rectification periods (where applicable) and exit periods. In addition, the Contractor may terminate the ISPA if the Authority requires it to be terminated in certain circumstances. Furthermore, the ISPA will also terminate automatically if the Services Agreement is terminated. The Subcontractor should note that the Contractor may have made commitments to the Authority about certain aspects of its supply chain, including a commitment to maintain certain arrangements in place for a specified period of time or to refer certain volumes of services or case referrals to a particular subcontractor. If this is the case, these obligations should be specified in the ISPA so the Subcontractor receives the full benefit of these commitments. Once notice of termination is given by either party under the ISPA, there will be an exit period of up to six months immediately prior to the termination date (Exit Period). It is always prudent to have an exit plan that manages each party’s exit from a contractual agreement. It is unlikely that the parties will be able to develop an exit plan prior to entering into the ISPA, so the parties must therefore agree an exit plan as soon as possible after entering into the ISPA. The Exit Plan will be implemented in the Exit Period. The Subcontractor will be responsible for creating this plan and updating it annually. Suggested contents of the Exit Plan are set out in Schedule 13. During the exit period, the Subcontractor must continue to provide the services to the Contractor and must also provide assistance to allow the services to continue and/or be transferred back to the Contractor or to a new subcontractor without interruption. The Contractor will be required to maintain detailed records for the Authority under the Services Agreement, including with respect to its Subcontractors. The Subcontractor will therefore have to provide similar information to the Contractor. This information will include records of the Subcontractor’s costs of performing the services, its performance levels (with reference to the applicable service levels and any payment of service credits), and any health, safety or security issues and staff matters. Restrictions on the processing of personal data under the ISPA are set out in Clause 18.2 as well as requirements to maintain appropriate technical and organisational measures to prevent damage to, loss of or unauthorised processing of personal data. The Subcontractor must ensure that it complies with UK data protection laws including having adequate technical and organisational methods in place to ensure compliance with the ISPA and such laws. Clause 18.2(b) assumes that the Subcontractor will be a ‘processor’ of personal data under the ISPA, as that term is defined in the Data Protection Act 1998. The Subcontractor will need to consider how it will process personal data in providing the services under the ISPA including its ability to determine how the data is used. The Subcontractor should obtain legal advice on whether it is a ‘controller’ or a ‘processor’ of personal data under the Data Protection Act 1998. If the Subcontractor is a ‘controller’ of personal data, the following clause should replace Clause 18.2(b): “Each party acknowledges that it is a data controller in relation to the Relevant Personal Data and that it, in common with the other party (but not jointly), determines the purposes for which and the manner in which the Relevant Personal Data is, or is to be, processed. Each party shall at all times comply with the DPA, including maintaining a valid and up-to-date registration or notification under the DPA covering the data processing to be performed in connection with the Services.” The Subcontractor must ensure that all assets and systems that it uses to transmit information under the ISPA are compliant with the Authority’s information assurance policies and requirements. The Contractor must satisfy itself that the Subcontractor can meet the level of security required under the ISPA. The Subcontractor will be permitted to communicate with representatives of the press, television, radio or other communications media and promote and publicise its business and service capabilities, but must consult with the Contractor prior to doing so. No permission to photograph or film in or on any property used for the provision of the services shall be given by the Contractor without the Authority’s approval. The intellectual property provisions in the ISPA only deal with the flow of intellectual property rights between the Authority and the Subcontractor. The Subcontractor must grant to the Contractor and the Authority a licence to use its intellectual property rights to the extent necessary for the Contractor or the Authority to receive and use the services and, under the terms of the Services Agreement, the Contractor can sublicense to the Subcontractor any intellectual property rights of the Authority that are necessary for the Subcontractor to provide the Services. If the Contractor and the Subcontractor require further intellectual property licences for the use of the Contractor’s intellectual property, these should be negotiated separately. The intellectual property rights in any concepts, operating manuals, processes or any other items in which intellectual property rights exist, which are created, developed or acquired by the Subcontractor as part of the performance of its obligations under the ISPA (Bespoke Materials) will belong to the Authority. The Authority will grant the Subcontractor a broad licence to use the intellectual property rights in the Bespoke Materials to perform its obligations under the ISPA. If the Subcontractor wants to use the Bespoke Materials for any purpose other than in respect of the ISPA, the Authority will negotiate the terms of that licence in good faith. The Subcontractor and the Contractor each indemnify each other for losses that result from third party claims in respect of intellectual property rights granted by them. There are restrictions on the Subcontractor’s use of project data and strict requirements about how that data is stored, processed, backed-up and segregated from other data that the Subcontractor holds. If the Subcontractor is working with offenders, it must keep up-to-date records for each person on the Authority’s ‘nDelius’ system, or any other reporting system or template that the Contractor requests. Neither party can transfer its rights under the ISPA to another person without the prior written consent of the other party. The Authority may wish to preserve an ISPA even though the relevant Services Agreement has been terminated. The Subcontractor, therefore, must agree to transfer the ISPA to a replacement provider to the Authority. The rights and obligations of the Subcontractor will remain the same except the services will need to be provided to that replacement provider. In the case of a Material Subcontract, the ISPA prevents the Subcontractor from subcontracting the provision of any material part of the services without the Contractor's prior written consent, which may only be given subject to certain conditions. The Subcontractor will be responsible for all acts and omissions of a subcontractor and will be the Contractor's sole point of contact for the performance of a subcontractor's obligations. The terms of any subcontract must not contradict the ISPA and must include many of the ISPA’s contractual provisions to ensure that that each subcontract is compliant with the Market Stewardship Principles and is performed in accordance with good industry practice (namely, using a degree of skill, care, prudence, foresight and operating practice that would reasonably be expected of a subcontractor under the same or similar circumstances), and that each subcontractor is protected against disproportionate exposure to risk. The ISPA’s dispute resolution procedure provides for an escalation of measures, including commercial negotiations through a number of executive levels, optional mediation and then litigation.

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: TitlePer: Name: Title: Name: TitlePer: Name: Title: Per: Title: Per: Title: CONFIRMATION EITHER‌ [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the Covered Bonds, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered Bonds) the Conditions and the provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] For the purposes of [the Covered Bonds] [each such Series of Covered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [ Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP Trustee in relation to the Covered BondsCertificates, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP Trustee in relation to respect of each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms (or, as applicable, Pricing Supplement), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to respect of each such Series of Covered BondsSeries) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] For the purposes of [the Covered BondsCertificates] [each such Series of Covered BondsSeries] and the Agency Agreement our specified office Specified Office and communication details are as follows: Address: [ Fax[⚫] Facsimile: [ [⚫] Email: [⚫] Attention: [ [⚫] [Calculation Agent] By: Date: In relation SCHEDULE 3‌ Specified Currency][amount] Trust Certificates due [year]2 (the Certificates) We refer to each Series the Amended and Restated Agency Agreement dated 30 January 2024 entered into in respect of Covered Bonds the above Trust Certificate Issuance Programme (as amended or supplemented from time to time, the Agency Agreement) between, inter alios, ourselves, First Abu Dhabi Bank PJSC, the Paying Agent, the Delegate, the Transfer Agent, the Calculation Agent, the Principal Paying Agent and the Registrar, a copy of which has been supplied to you by us. By delivering this duly completed [Certificateholder]/[Tangibility Event] Put Option Notice to the Principal Paying Agent for the Certificates the undersigned holder of such Certificates [as are, or are represented by the Definitive Certificate that is, surrendered with this [Certificateholder]/[Tangibility Event] Put Option Notice]/[with interests in the Global Certificate as are NGCBs specified in the records of Euroclear/Clearstream, Luxembourg]* and referred to below irrevocably exercises its early dissolution right to have such Certificates, or Registered the face amount of Certificates specified below redeemed on the [Certificateholder]/[Tangibility Event] Put Option Date under Condition [11(d)]/[11(e)] of the Certificates. This [Certificateholder]/[Tangibility Event] Put Option Notice relates to Certificates in the aggregate face amount of [⚫], [bearing the following serial numbers]/[relating to the following interests in the Global Covered Bonds Certificate as are specified in the records of Euroclear/Clearstream, Luxembourg]3: [⚫] [If the Definitive Certificate to which this [Certificateholder]/[Tangibility Event] Put Option Notice relates is to be held under the NSS (“NSSCBs”)returned [or, the Issuing and Paying Agent or the European Registrar, as in the case may beof a partial exercise of an early dissolution right in respect of a single holding of Certificates, will comply a new Definitive Certificate representing the balance of the Certificateholders' holding in respect of which no such right has been exercised is to be issued to such Certificateholder,] such Definitive Certificate should be returned by post to(1): [INSERT ADDRESS] Please make payment in respect of the above Certificates by transfer to [details of the relevant account maintained by the payee] with [name and address of the following provisionsrelevant bank]. .............................................................. Signature of [holder / [nominee] [common depository for] Euroclear/Clearstream, Luxembourg] / accountholder]*: (2) [To be completed by recipient Registrar or Transfer Agent] 2 Include details of any Additional Tranche (if applicable). 3 Delete as appropriate. Received by: .............................................................. [Signature and/or stamp of Principal Paying Agent] At its office at: On:

EITHER. [We each hereby appoint you as [Calculation Agent / Quotation Agent] at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered BondsNotes] (the “Covered Bonds”"Notes") upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as [Calculation Agent / Quotation Agent] at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds Notes in respect of which you are named as [Calculation Agent / Quotation Agent] in the applicable relevant Final Terms upon the terms of the Agency AgreementAgreement and (in relation to each such Series of Notes) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as [Calculation Agent / Quotation Agent] may only be revoked in accordance with Clause 15.2 (Revocation) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and all non-contractual obligations arising out of or in connection with this letter are governed by English law and the provisions of Clause 17 (Law and Jurisdiction) of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of such agreement. Yours truly, Namefaithfully By: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as [Calculation Agent / Quotation Agent] of the Issuer and the Guarantor LP in relation to the Covered BondsNotes, and shall perform all matters expressed to be performed by the [Calculation Agent / Quotation Agent] in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. We hereby accept our appointment as [Calculation Agent / Quotation Agent] of the Issuer and Guarantor LP in relation to each Series Covered Bonds of Notes in respect of which we are named as [Calculation Agent / Quotation Agent] in the applicable relevant Final Terms and shall perform all matters expressed to be performed by the [Calculation Agent / Quotation Agent] in, and shall otherwise comply with (in relation to each such Series of Covered BondsNotes) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsNotes] [each such Series of Covered BondsNotes] and the Agency Agreement our specified office and communication details are as follows: Address: [ [•] Fax: [ ] [•] Attention: [ [•] [Calculation Agent / Quotation Agent] By: Date: In FORM OF PUT OPTION NOTICE To: [Paying Agent] PUT OPTION NOTICE1 OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to each [specify relevant Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under Notes] (the NSS "Notes") in accordance with Condition 9(g) (“NSSCBs”Redemption at the option of Noteholders), the Issuing undersigned Holder of the Notes specified below and Paying Agent or deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with Condition 9(g) (Redemption at the European Registrar, as option of Noteholders) on [•]. This Notice relates to the case may be, will comply with Note(s) bearing the following provisions:certificate numbers and in the following denominations: ............................................................................................................. ............................................................................................................. .............................................................................................................

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered BondsNotes] (the “Covered BondsNotes”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds Notes in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency AgreementAgreement and (in relation to each such Series of Notes) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause Error! Reference source not found. (Revocation) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any non-contractual obligations arising out of or in connection with it are governed by English law and the provisions of Clause 21 (Law and Jurisdiction) of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of such agreement. Yours truly, Namefaithfully By: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the Covered BondsNotes, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP in relation to each Series Covered Bonds of Notes in respect of which we are named as Calculation Agent in the applicable Final Terms Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsNotes) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsNotes] [each such Series of Covered BondsNotes] and the Agency Agreement our specified office and communication details are as follows: Address: [  ] Fax: [ ]  ] Attention: [  ] [Calculation Agent] By: Date: In To: Deutsche Bank AG, London Branch OPTION 1 (DEFINITIVE NOTES) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent in relation to each [specify relevant Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under Notes] (the NSS “Notes”) in accordance with [Condition 7(e) (“NSSCBs”Redemption at the Option of Noteholders upon a Change of Control)]/[Condition 7(g) (Redemption at the Option of Noteholders)], the Issuing undersigned Holder of the Notes specified below and deposited with this Put Option Notice exercises its option to have such Notes redeemed in accordance with [[Condition 7(e) (Redemption at the Option of Noteholders upon a Change of Control)]/[Condition 7(g) (Redemption at the Option of Noteholders)] on [date]. This Notice relates to the Note(s) bearing the following certificate numbers and in the following denominations: OPTION 2 (PERMANENT GLOBAL NOTE) - [complete/delete as applicable] By depositing this duly completed Notice with the above Paying Agent for the [specify relevant Series of Notes] (the “Notes”) in accordance with [Condition 7(e) (Redemption at the Option of Noteholders upon a Change of Control)]/[Condition 7(g) (Redemption at the Option of Noteholders)] and the terms of the Permanent Global Note issued in respect of the Notes, the undersigned Holder of the Permanent Global Note exercises its option to have [currency] [amount] of the Notes redeemed * The Put Option Notice, duly completed and executed, should be deposited at the specified office of any Paying Agent. If the relevant Notes are in definitive form or the European Registrarindividual note certificate form, such Definitive Notes and all Coupons, or as the case may be, will comply Individual Note Certificate relating thereto and maturing after the date fixed for redemption should be deposited with the following provisions:Put Option Notice. If the relevant Notes are in global form, the Put Option Notice should be submitted in accordance with the operating rules and regulations of the relevant clearing system and, if possible, the relevant interests in the relevant Global Note should be blocked to the satisfaction of the relevant Paying Agent. accordance with Condition [Condition 7(e) (Redemption at the Option of Noteholders upon a Change of Control)]/[Condition 7(g) (Redemption at the Option of Noteholders)] on [date].

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor LP Guarantor] in relation to the Covered BondsSecurities, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. We hereby accept our appointment as Calculation Agent of the Issuer [and Guarantor LP the Guarantor] in relation to each Series Covered Bonds of Securities in respect of which we are named as Calculation Agent in the applicable Final Terms Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsSecurities) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsSecurities] [each such Series of Covered BondsSecurities] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series [MEDIOBANCA – Banca di Credito Finanziario S.p.A.] / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] / [MB FUNDING LUX SA] (the Issuer) [Details of Covered Bonds that are NGCBs or Registered Global Covered Bonds issue] (the Certificates) When completed this Physical Delivery Confirmation Notice should be sent by authenticated swift message (to be held confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the Certificates being exercised, with a copy to the [Fiscal Agent] [Italian Paying Agent1]and to the Issuer or, if the Physical Delivery Confirmation Notice relates to Certificates represented by Definitive Certificates, should be delivered along with the Certificates to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Certificateholder or any other person for any loss or damage to any Definitive Certificates deposited with it, unless such loss or damage was caused by the fraud or negligence of the Issuer or its directors, officers or employees. To: [Euroclear Bank S.A./N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX B–1210 Brussels Belgium]∗ or: [Clearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx X-1855 Luxembourg]* or: Monte Titoli S.p.A. Piazza Affari, 6 20121 Milan Italy* or: Name and address of other relevant Clearing System* or: [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. / [MB FUNDING LUX SA] * cc: BNP PARIBAS, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg (Attention: Corporate Trust Operations) [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] / [MB FUNDING LUX SA] * 1 Delete as appropriate depending on whether the Certificates are cleared in Monte Titoli or not ∗ Delete as applicable If this Physical Delivery Confirmation Notice is determined to be incomplete or not in proper form (in the determination of the [Fiscal Agent] [Italian Paying Agent]*), or is not copied to the [Fiscal Agent] [Italian Paying Agent]* and the Issuer immediately after being delivered or sent to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other Clearing System] (or, in the case of Definitive Certificates, is not delivered to the Issuer and copied to the Fiscal Agent), it will be treated as null and void. If this Physical Delivery Confirmation Notice is subsequently corrected to the satisfaction of [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System], in consultation with the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the satisfaction of the Issuer in consultation with the Fiscal Agent), it will be deemed to be a new Physical Delivery Confirmation Notice submitted at the time such correction was delivered to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System] and copied to the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the Issuer and copied to the Fiscal Agent). This Physical Delivery Confirmation Notice should be completed and delivered as provided in the terms and conditions of the Certificates [as amended and/or supplemented by the relevant provisions of the applicable Final Terms][included in the Drawdown Prospectus] (the “Conditions”). Expressions defined in such Conditions shall bear the same meanings herein. This Physical Delivery Confirmation Notice will be null and void unless the beneficial owner certifies on the date of exercise that such owner is not a “U.S. person” as such term may be defined in Regulation S under the NSS United States Securities Act of 1933, as amended (the “NSSCBsSecurities Act”), and no securities or other property have been or will be delivered within the Issuing United States or to, or for the account or benefit of, a U.S. person in connection with this Physical Delivery Confirmation Notice. 1 Name(s) and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:Address(es) of [Certificateholders][Monte Titoli Accountholder]: Name …………………………………………………. Address ………………………………………………….

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, NameTitle: Per: Title: NamePer: Title: Name: Title: NamePer: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the Covered Bonds, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered Bonds) the Conditions and the provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] For the purposes of [the Covered Bonds] [each such Series of Covered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [ Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer [and the Guarantor LP Guarantor] in relation to the Covered BondsSecurities, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. We hereby accept our appointment as Calculation Agent of the Issuer [and Guarantor LP the Guarantor] in relation to each Series Covered Bonds of Securities in respect of which we are named as Calculation Agent in the applicable Final Terms Drawdown Prospectus or Securities Note (as the case may be), and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsSecurities) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsSecurities] [each such Series of Covered BondsSecurities] and the Agency Agreement our specified office and communication details are as follows: Address: [ ] Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series SCHEDULE 4: FORM OF PHYSICAL DELIVERY CONFIRMATION NOTICE FOR CERTIFICATES‌ [MEDIOBANCA – Banca di Credito Finanziario S.p.A.] / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] / [MB FUNDING LUX SA] (the Issuer) [Details of Covered Bonds that are NGCBs or Registered Global Covered Bonds issue] (the Certificates) When completed this Physical Delivery Confirmation Notice should be sent by authenticated swift message (to be held confirmed in writing) to [whichever of Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other relevant Clearing System] records or will record on its books ownership of the Certificates being exercised, with a copy to the [Fiscal Agent] [Italian Paying Agent1]and to the Issuer or, if the Physical Delivery Confirmation Notice relates to Certificates represented by Definitive Certificates, should be delivered along with the Certificates to the Issuer with a copy to the Fiscal Agent. The Issuer will not in any circumstances be liable to the Certificateholder or any other person for any loss or damage to any Definitive Certificates deposited with it, unless such loss or damage was caused by the fraud or negligence of the Issuer or its directors, officers or employees. To: [Euroclear Bank S.A./N.V. 0 Xxxxxxxxx xx Xxx Xxxxxx XX B–1210 Brussels Belgium]∗ or: [Clearstream Banking, société anonyme 00 Xxxxxx XX Xxxxxxx L-1855 Luxembourg]* or: Monte Titoli S.p.A. Xxxxxx Xxxxxx, 0 20121 Milan Italy* or: Name and address of other relevant Clearing System* or: [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A. / [MB FUNDING LUX SA] * cc: BNP PARIBAS, Luxembourg Branch 00, xxxxxx X.X. Xxxxxxx, L-1855 Luxembourg [[MEDIOBANCA – Banca di Credito Finanziario S.p.A. / [MEDIOBANCA INTERNATIONAL (Luxembourg) S.A.] / [MB FUNDING LUX SA] 1 Delete as appropriate depending on whether the Certificates are cleared in Monte Titoli or not ∗ Delete as applicable (Attention: Corporate Trust Operations) * If this Physical Delivery Confirmation Notice is determined to be incomplete or not in proper form (in the determination of the [Fiscal Agent] [Italian Paying Agent]*), or is not copied to the [Fiscal Agent] [Italian Paying Agent]* and the Issuer immediately after being delivered or sent to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] [or other Clearing System] (or, in the case of Definitive Certificates, is not delivered to the Issuer and copied to the Fiscal Agent), it will be treated as null and void. If this Physical Delivery Confirmation Notice is subsequently corrected to the satisfaction of [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System], in consultation with the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the satisfaction of the Issuer in consultation with the Fiscal Agent), it will be deemed to be a new Physical Delivery Confirmation Notice submitted at the time such correction was delivered to [Euroclear or Clearstream, Luxembourg] [or Monte Titoli] or [other Clearing System] and copied to the Issuer and the [Fiscal Agent] [Italian Paying Agent]* (or, in the case of Definitive Certificates, to the Issuer and copied to the Fiscal Agent). This Physical Delivery Confirmation Notice should be completed and delivered as provided in the terms and conditions of the Certificates [as amended and/or supplemented by the relevant provisions of the applicable Final Terms][included in the Drawdown Prospectus] (the “Conditions”). Expressions defined in such Conditions shall bear the same meanings herein. This Physical Delivery Confirmation Notice will be null and void unless the beneficial owner certifies on the date of exercise that such owner is not a “U.S. person” as such term may be defined in Regulation S under the NSS United States Securities Act of 1933, as amended (the “NSSCBsSecurities Act”), and no securities or other property have been or will be delivered within the Issuing United States or to, or for the account or benefit of, a U.S. person in connection with this Physical Delivery Confirmation Notice. 1 Name(s) and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:Address(es) of [Certificateholders][Monte Titoli Accountholder]: Name …………………………………………………. Address ………………………………………………….

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to the issuance of [specify relevant Series of Covered Bondscurrency][amount] Trust Certificates due [date] (Series No. [series]) (the “Covered Bonds”Trust Certificates) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] OR [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds Trust Certificates in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency AgreementAgreement and (in relation to each such Series of Trust Certificates) in the Conditions and all matters incidental thereto.] We hereby agree that, notwithstanding the provisions of the Agency Agreement or the Conditions, your appointment as Calculation Agent may only be revoked in accordance with Clause 24 (Termination of Appointment) thereof if you have been negligent in the exercise of your obligations thereunder or have failed to exercise or perform your obligations thereunder. Please complete and return to us the Confirmation on the copy of this letter duly signed by an authorised signatory confirming your acceptance of this appointment. This letter and any contractual or non-contractual obligations arising out of or in connection with it is governed by, and shall be construed in accordance with, English law and the provisions of Clauses 33 (Governing Law and Dispute Resolution) of the Agency Agreement shall apply to this letter as if set out herein in full. A person who is not a party to the agreement described in this letter has no right under the Contracts (Rights of Third Parties) Xxx 0000 to enforce any term of such agreement. Yours truly, Namefaithfully By: TitleBy: Name: Title: Name: Title: Name: Title: [EITHER We hereby accept our appointment as Calculation Agent of the Issuer Trustee and the Guarantor LP IsDB in relation to the Covered BondsTrust Certificates, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [. OR We hereby accept our appointment as Calculation Agent of the Issuer Trustee and Guarantor LP the IsDB in relation to each Series Covered Bonds of Trust Certificates in respect of which we are named as Calculation Agent in the applicable Final Terms Terms, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered BondsTrust Certificates) the Conditions and the provision provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] . For the purposes of [the Covered BondsTrust Certificates] [each such Series of Covered BondsTrust Certificates] and the Agency Agreement our specified office and communication details are as follows: Address: [ [Address] Telex: [Telex] Fax: [ ] [Fax] Attention: [ [Attention] [Calculation Agent] By: Date: In [MIFID II PRODUCT GOVERNANCE – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Trust Certificates has led to the conclusion that: (i) the target market for the Trust Certificates is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Trust Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Trust Certificates (a distributor) should take into consideration the manufacturer[‘s/s’] target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Trust Certificates (by either adopting or refining the manufacturer[‘s/s’] target market assessment) and determining appropriate distribution channels.] MARKET – Solely for the purposes of [the/each] manufacturer’s product approval process, the target market assessment in respect of the Trust Certificates has led to the conclusion that: (i) the target market for the Trust Certificates is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Trust Certificates to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Trust Certificates (a distributor) should take into consideration the manufacturer[’s/s’] target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook (the UK MiFIR Product Governance Rules) is responsible for undertaking its own target market assessment in respect of the Trust Certificates (by either adopting or refining the manufacturer[’s/s’] target market assessment) and determining appropriate distribution channels.] [PROHIBITION OF SALES TO EEA RETAIL INVESTORS – The Trust Certificates are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive (EU) 2014/65 (as amended, MiFID II); or (ii) a customer within the meaning of Directive 2016/97/EU, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (the Prospectus Regulation). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Trust Certificates or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Trust Certificates or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.] [PROHIBITION OF SALES TO UK RETAIL INVESTORS – The Trust Certificates are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Trust Certificates or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Trust Certificates or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.] [Singapore Securities and Futures Act Product Classification – Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the Securities and Futures Act (Chapter 289 of Singapore) (as modified or amended from time to time, the SFA) and pursuant to the CMP Regulations 2018, the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A of the SFA) that the Trust Certificates are ["prescribed capital markets products"]/[capital markets products other than "prescribed capital markets products"] (as defined in the Securities and Futures (Capital Markets Products) Regulations 2018) and ["Excluded Investment Products"]/["Specified Investment Products"] (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).] [Date] Legal entity identifier (LEI): [213800VKLEPJ95I3W549 / 222100S88XMYHA1E3547] Issue of [currency][amount] Trust Certificates due [year] [to be consolidated and form a single series with the existing [currency][amount] Trust Certificates due [year] issued on [date]] with, inter alia, the benefit of a Guarantee (in respect of the payment obligations arising under the Portfolio of the relevant Series of Trust Certificates) provided by [The Base Prospectus referred to below (as completed by these Final Terms) has been prepared on the basis that any offer of Trust Certificates in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Regulation (Regulation (EU) 2017/1129) from the requirement to publish a prospectus for offers of the Trust Certificates. Accordingly any person making or intending to make an offer in a Member State of the Trust Certificates may only do so in circumstances in which no obligation arises for the Issuer or any Dealer to publish a prospectus pursuant to Article 3 of the Prospectus Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case, in relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under such offer. Neither the NSS (“NSSCBs”)Issuer, the Issuing and Paying Agent or IsDB nor any Dealer has authorised, nor do they authorise, the European Registrar, as the case may be, will comply with the following provisions:making of any offer of Trust Certificates in any other circumstances.]

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: TitleROYAL BANK OF CANADA, as Issuer Per: Name: Title: Per: Name: Title: RBC COVERED BOND GUARANTOR LIMITED PARTNERSHIP, by its managing general partner, RBC COVERED BOND GP INC., as Guarantor Per: Name: Title: Per: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the Covered Bonds, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered Bonds) the Conditions and the provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] For the purposes of [the Covered Bonds] [each such Series of Covered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [ Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: THE FIFTH SCHEDULE Duties under the Issuer-ICSDs Agreement In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: TitlePer: Name: Title: Per: Name: Title: NamePer: Title: Per: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the Covered Bonds, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered Bonds) the Conditions and the provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] For the purposes of [the Covered Bonds] [each such Series of Covered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [ Fax: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”), the Issuing and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions:

EITHER. [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation as our agent in relation to [specify relevant Series of Covered Bonds] (the “Covered Bonds”Bonds ) upon the terms of the Agency Agreement for the purposes specified in the Agency Agreement and in the Conditions and all matters incidental thereto.] [We each hereby appoint you as Calculation Agent at your specified office detailed in the Confirmation set out below as our agent in relation to each Series of Covered Bonds in respect of which you are named as Calculation Agent in the applicable Final Terms upon the terms of the Agency Agreement.] Yours truly, Name: Title: Name: Title: Name: Title: Name: Title: [We hereby accept our appointment as Calculation Agent of the Issuer and the Guarantor LP in relation to the Covered Bonds, and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with, the Conditions and the provisions of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] [We hereby accept our appointment as Calculation Agent of the Issuer and Guarantor LP in relation to each Series Covered Bonds in respect of which we are named as Calculation Agent in the applicable Final Terms and shall perform all matters expressed to be performed by the Calculation Agent in, and shall otherwise comply with (in relation to each such Series of Covered Bonds) the Conditions and the provision of the Agency Agreement and, in connection therewith, shall take all such action as may be incidental thereto.] For the purposes of [the Covered Bonds] [each such Series of Covered Bonds] and the Agency Agreement our specified office and communication details are as follows: Address: [ FaxEmail: [ ] ] Attention: [ ] [Calculation Agent] By: Date: In relation to each Series of Covered Bonds that are NGCBs or Registered Global Covered Bonds to be held under the NSS (“NSSCBs”( NSSCBs ), the Issuing and Paying Agent or the European Registrar, as the case may be, will comply with the following provisions: